FY2003 10K Exhibit 10.28






                                                                                    Exhibit 10.28



STRATEGIC ALLIANCE AGREEMENT

BY AND BETWEEN

COMMERCE ONE, INC.

AND 

SAP AG

AND

SAPMARKETS, INC.

TABLE OF CONTENTS:



	
1

	
DEFINITIONS.

	
1


	
2

	
PURPOSE.

	
1


	
3

	
JOINT OFFERING DESCRIPTION.

	
2


	
3.1

3.2

3.3

3.4

3.5

3.6

3.7

	
Definition.

General.

Limitations.

Technical Components of the Joint Offering.

Business Services.

Professional Services.

Third party Services and Applications.

	
2

2

3

3

6

6

7


	
4

	
JOINT DEVELOPMENT.

	
7


	
4.1

4.2

4.3

4.4

4.5

	
Joint Development Team.

Business Partners.

Development Approach.

Ownership Rights; Licensing Rights.

Review

	
7

7

7

8

8


	
5

	
BRANDING.

	
8


	
5.1

5.2

	
Ownership of Pre-Existing Brand Names and Trademarks.

Brand Names and Trademarks of the Joint Offering.

	
8

8


	
6

	
SALES AND MARKETING.

	
8


	
6.1

6.2

6.3

6.4

6.5

	
General.

Cost of Sales.

Training Resources.

Marketing.

Technical Questions

	
8

9

9

9

9


	
7

	
EXCLUSIVITY COMMITMENTS.

	
10


	
7.1

7.2

7.3

	
SAP.

C1.

Exceptions.

	
10

11

12


	
8

	
ENTERPRISEBUYER SUITE.

	
12


	
8.1

8.2

8.3

8.4

8.5

8.6

	
General.

Development.

Acceptance.

EnterpriseBuyer Suite.

BuySite and B2B Procurement Existing Customers.

C1 and SAP Affiliates and Distributors.

	
12

13

13

13

13

13



	
9

	
MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING.

	
14


	
10

	
MARKETSITE OPPORTUNITIES.

	
14


	
11

	
ALLIANCE COMMITTEES.

	
15


	
11.1

11.2

11.3

11.4

11.5

11.6

11.7

	
Executive Committee.

Development Committee.

Management Process for Development Committee.

Sales and Marketing Committee.

Management Process for Sales and Marketing.

Escalation and Dispute Resolution For Alliance Committees.

Executive Representatives and Executive Meeting.

	
15

15

16

17

17

18

19


	
12

	
SUPPORT AND TRAINING.

	
19


	
12.1

12.2

	
Support

Training.

	
19

20


	
13

	
COMPENSATION.

	
20


	
13.1

13.2

13.3

13.4

13.5

	
General.

Sharing of Revenues Collected from New Deals.

Payments.

Currency.

Withholding Taxes.

	
20

21

23

23

23


	
14

	
CROSS LICENSE FOR DEVELOPMENT PURPOSE.

	
24


	
14.1

14.2

14.3

14.4

	
Internal Use.

On-Going Licensing.

Development Partners.

Cross Licensing at Termination.

	
24

25

26

26


	
15

	
LICENSING RIGHTS.

	
26


	
15.1

15.2

15.3

15.4

15.5

15.6

	
License from C1 to SAP.

License from SAP to C1.

No Restrictions.

General Terms.

Enforcement of Distributors Agreements.

Reverse Engineering and Modification Prohibition.

	
26

27

28

28

29

29


	
16

	
EXISTING PARTNERS.

	
30


	
17

	
INTERFACE LICENSING.

	
30


	
17.1

17.2

	
C1 License of Interfaces to SAP.

SAP License of Interfaces to C1.

	
30

31


	
18

	
INTELLECTUAL PROPERTY RIGHTS.

	
31


	
18.1

18.2

18.3

18.4

18.5

18.6

18.7

18.8

18.9

	
Ownership of Intellectual Property Rights in and to the Joint Offering.

Preexisting Software.

NetMarket Maker Solution.

Ownership of Developed Software.

Ownership of Other Jointly Developed Software other than as per Section 18.3.

Residual Knowledge.

Developed Software Materials.

Third-Party Software.

Proprietary Notices.

	
31

31

32

32

33

33

34

34

34


	
19

	
WARRANTIES.

	
35


	
19.1

19.2

	
Warranties.

Disclaimer of Warranties.

	
35

36


	
20

	
REPRESENTATIONS & COVENANTS.

	
36


	
20.1

20.2

	
C1.

SAP.

	
36

36


	
21

	
INDEMNIFICATION.

	
37


	
21.1

21.2

21.3

21.4

21.5

	
Intellectual Property Indemnity from C1.

Intellectual Property Indemnity from SAP.

Customer Indemnity.

General Indemnity.

Distribution Indemnity.

	
37

37

38

39

40


	
22

	
LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.

	
41


	
22.1

22.2

22.3

22.4

	
Limitation of Liability.

Exclusion of Damages.

NetMarket Maker Solution Indemnification.

Exceptions.

	
41

41

41

41


	
23

	
CONFIDENTIALITY.

	
42


	
23.1

23.2

	
Confidential Information.

Confidential Obligations.

	
42

42


	
24

	
AUDIT RIGHTS.

	
43


	
25

	
TERM & TERMINATION.

	
44


	
25.1

25.2

25.3

25.4

25.5

25.6

25.7

25.8

	
Term.

Termination for Convenience.

Termination for Material Breach.

Termination as a Result of Bankruptcy.

Termination for Unresolved Disputes.

Termination for a Change of Control.

Survival.

Limitation on Right To Terminate Licenses.

	
44

44

44

44

44

44

45

45


	
26

	
POST-TERMINATION RIGHTS.

	
46


	
26.1

26.2

	
C1 Post Termination License Rights.

SAP Post Termination License Rights.

	
46

46


	
27

	
SOURCE CODE ESCROW.

	
47


	
28

	
GLOBAL TRADING WEB (GTW).

	
47


	
29

	
STATUS.

	
47


	
29.1

29.2

	
C1 Status.

SAP Status.

	
47

48


	
30

	
MISCELLANEOUS.

	
48


	
30.1

30.2

30.3

30.4

30.5

30.6

30.7

30.8

30.9

30.10

30.11

30.12

30.13

30.14

30.15

30.16

30.17

30.18

30.19

30.20

30.21

30.22

30.23

	
Other Remedies Cumulative.

Public Communications.

Section 365(n) of Bankruptcy Code.

Construction.

Assignment.

No Implied Waivers.

Severability.

Force Majeure.

Headings.

Notice.

Governing Law.

Exclusive Jurisdiction.

Entire Agreement.

Conflicting Terms.

Amendment By Written Agreement Only.

Standard Terms of A Party.

Export of Software.

Export Control.

Governmental Approvals.

Counterparts.

Non-solicitation.

FCPA.

Language.

	
48

48

48

49

49

49

49

50

50

50

50

50

50

51

51

51

51

51

52

52

52

52

53


	
EXHIBIT A:

	
DEFINITIONS.

	
A-1


	
EXHIBIT B:

	
COMPENSATION STRUCTURE.

	
B-1


	
Exhibit B-1:

Exhibit B-2:

	
Additional User Fees

Maintenance Fees

	
B-1 1

B-2 1


	
EXHIBIT C:

	
JOINT OFFERING TECHNOLOGY.

	
C-1


	
Exhibit C-1:

Exhibit C-2:

	
MarketSet

EnterpriseBuyer: Professional and Desktop Editions

	
C-1 1

C-2 1


	
EXHIBIT D:

	
SALES AND MARKETING SUMMARY.

	
D-1


	
EXHIBIT E:

	
 

	
E-1


	
Exhibit E-1:

Exhibit E-2:

	
Exclusivity Commitments

Established Marketplaces

	
E-1 1

E-2 1


	
EXHIBIT F:

	
SUPPORT AGREEMENT.

	
F-1


	
Appendix A:

Appendix B:

Appendix C:

Appendix D:

	
Support Responsibilities

Component List

Minimum Set of Training

Support Contacts

	
F-7

F-8

F-10

F-11


	
EXHIBIT G:

	
SAP U.S. APPROVED DISTRIBUTORS.

	
G-1





















STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is entered into on this
18th day of September, 2000 by and between Commerce One, Inc. ("C1"), a
Delaware corporation with principal offices at 4440 Rosewood Drive, Bldg. 1,
Pleasanton, CA 94588  and SAP AG ("SAP AG"), a German corporation with
principal offices at Neurottstrasse 16, Walldorf 69190, Germany, and SAPMarkets,
Inc. ("SAPMarkets"), a Delaware corporation with principal offices at
3377 Deer Creek Road, Palo Alto, CA 94304.  SAP AG and SAPMarkets shall be
collectively referred to as "SAP."

RECITALS

Whereas, SAP and C1 intend to cooperate in the
development of a joint and premium marketplace solution related to exchange-
based business-to-business electronic marketplace portals; and

Whereas, such joint and premium marketplace solution shall
combine technologies from C1 and technologies from SAP; and 

Whereas, C1 wishes to grant to SAP rights to use and
distribute, within the context of the joint and premium marketplace solution,
certain technologies owned or licensed by C1; and

Whereas, SAP wishes to grant C1 the rights to use and
distribute within the context of the joint and premium marketplace solution,
certain technologies owned or licensed by SAP; and

Whereas, C1 and SAP each agree to certain distribution
commitments in consideration for the rights and obligations set forth
herein.

In consideration of the mutual covenants contained herein,
the Parties agree to the following terms and conditions, which set forth the
rights, duties, and obligations of the Parties.



	DEFINITIONS.

All capitalized terms shall have the meaning set forth in
Exhibit A (Definitions.)  Any obligations, rights and liabilities imposed
on, or granted to, "SAP" pursuant to this Agreement shall apply
jointly to SAP AG and SAPMarkets.  Use of the term "SAP" (whether in a
singular or plural form) shall always be construed to create a joint obligation,
a joint right or a joint liability for both SAP AG and SAPMarkets.  An
obligation or right shall be construed to be limited to either SAP AG or
SAPMarkets only if the term "SAP AG" or "SAPMarkets" is
specifically used in lieu and place of SAP.


	PURPOSE.

SAP and C1 intend to establish a Joint Offering for
Marketplace Portals combining (i) the marketplace infrastructure, other
technologies, and related value-added business services to be provided by C1 as
further described in Section 3 of this Agreement and the Joint Development
Agreement, (ii) the application components and related technology to be
provided by SAP AG or SAPMarkets as further described in Section 3 of this
Agreement and the Joint Development Agreement, (iii) other technology to be
jointly developed by the Parties, and (iv) technology and/or services to be
provided by third parties.  Alternative Technology may be offered as part of the
Joint Offering.  The Parties shall agree upon a set of joint marketing messages
for the continued publication and marketing of this arrangement, which shall
include appropriate positioning for each element of the Joint Offering provided
by C1 or SAP, as applicable.

Within thirty (30) days from the Effective Date, the Parties
agree to enter into the Joint Development Agreement pursuant to which the
Parties will further develop the Joint Offering.



	JOINT OFFERING DESCRIPTION.

3.1   Definition.

For purposes of this Agreement, a Joint Offering shall mean
the technical solution that is offered jointly by the Parties to their customers
as described in this Section 3 and in Exhibit C-1, as such
Exhibit C-1 may be modified from time to time pursuant to the procedure set
forth in Section 3.2.


3.2   General.

The technical description of the Joint Offering is attached
hereto as Exhibit C-1 and shall be the basis of the detailed Statements of
Work to be incorporated into the Joint Development Agreement.  Such technical
description incorporates a detailed explanation of the material functions of
each technical component.  The Joint Offering, and its technical components may
be modified by the Development Committee to respond to technical demand and
market needs in order to maintain the competitiveness of the Joint Offering
provided that all modifications adopted by the Development Committee are
approved in writing by the Executive Representatives.  Only the components
described in Exhibit C-1, as modified from time to time by the Development
Committee upon the written approval of both of the Executive Representatives,
shall be considered part of the Joint Offering and subject to, without
limitation, the provisions of Sections 5, 7 or 13.  In addition to the Joint
Offering, the Parties may cooperate to offer jointly to their customers
additional components and/or services provided that such offer shall under no
circumstances modify the definition of the Joint Offering (and therefore the
rights and obligations of each Party under this Agreement) unless such
components and/or services are made part of the Joint Offering in accordance
with the procedure described above.  No fees or royalties shall be paid by the
Party providing those components and services to the other Party unless
otherwise agreed upon by the Parties on a case by case basis.  A referral fee
system may be implemented between the Parties for those additional components
and/or services offered jointly to their customers.


3.3   Limitations.

The Parties agree that, notwithstanding anything else to the
contrary in this Agreement, including without limitation, the provisions set
forth in Section 7 of this Agreement, a Party shall have the right to
deliver to a customer a Joint Offering incorporating a (or several) technical
component(s) (defined below as a Joint Offering component) other than as
described in Section 3.4 of this Agreement upon the unsolicited request
from a potential customer.  A request from a customer to incorporate in the
Joint Offering technical components comparable to those described below shall be
considered unsolicited when such potential customer, without any promotion or
marketing from a Party to this Agreement and after reviewing the Joint Offering
and declining certain components contained therein, proposes, in writing, the
incorporation of other technical components in lieu of some of the technical
components described below.  The foregoing is expressly subject to the condition
that a Party shall only deliver to a customer as part of the Joint Offering all
of the other Party's technical components defined as part of the Joint Offering
pursuant to Section 3.2, except as otherwise agreed upon on a case by case
basis by the Parties.


3.4   Technical Components of the Joint Offering.


 3.4.1   Marketplace Infrastructure. 

C1's MarketSite Software shall be the marketplace
infrastructure delivered by the Parties as part of the Joint Offering.  

 3.4.2   Planning Services. 

SAP AG's Advanced Planning and Optimization application shall
be the basis for the planning services application, as described in
Exhibit C-1, delivered by the Parties as part of the Joint Offering.  

 3.4.3   Design Services. 

SAP AG's Product Life Cycle Management application shall be
the basis for the design services application, as described in Exhibit C-1,
delivered by the Parties as part of the Joint Offering.

 3.4.4   Analysis Services. 

SAP AG's Business Warehouse application shall be the basis
for the analysis services application, as described in Exhibit C-1,
delivered by the Parties as part of the Joint Offering.

 3.4.5   XML Schema. 

C1's Common Business Library ("CBL") document
schema shall form the baseline XML semantic layer for the Joint Offering and all
of the technical components, including, without limitation, all SAP Applications
(as related specifically to the Joint Offering), with joint development by the
parties of any mutually agreed extensions.  The parties agree that SAP shall
have a reasonable period of time (not to exceed six (6) months from the date
hereof) to effect the foregoing with respect to the SAP Applications.  The
Parties shall jointly negotiate with any other third parties who may contribute
technical components for such third parties to adopt CBL as the baseline
semantic layer for the exchange of business documents within the Joint
Offering.

 3.4.6   Forward and Reverse Auction Technology. 

C1's Auction Technology shall be the marketplace
forward-reverse auction solution, as described in Exhibit C-1, delivered by the
Parties as part of the Joint Offering.  Each Party acknowledges that the Auction
Technology is limited to forward/reverse auction functionality and that each
Party may offer customers enhanced-auction functionality outside the scope of
the Joint Offering.

 3.4.7   Catalog Engine Functionality. 

The Parties agree that the catalog engine functionality shall
be considered an Alternative Technology.  The Parties may market and promote
both the C1 catalog engine solution and the Requisite Catalog Engine Software,
as used by SAP.  The Requisite Catalog Engine Software may only be marketed and
promoted by the Parties as part of the Joint Offering upon Requisite's agreement
with the Parties to adopt CBL as the baseline semantic layer for document
exchange.  To obtain and maintain the classification of an Alternative
Technology provider to the Joint Offering, Requisite shall be required to
develop any necessary CBL document conversion technology.  In the event that
Requisite does not agree to such a relationship, SAP and C1 will promote C1's
Catalog Engine as the solution for the Joint Offering and Requisite shall not be
promoted as a catalog engine provider for the Joint Offering.

 3.4.8   Content Management Tools. 

C1's content management tools shall be the content management
tools delivered by the Parties as part of the Joint Offering.  Requisite shall
cooperate with C1, so that C1 content management tools technically interoperate
with the Requisite catalog engine solution offered as part of the Joint Offering
as set forth in Section 3.4.7.  The Parties may jointly elect to add
additional content tools from other vendors.

 3.4.9   MarketBuyer Professional Edition (Electronic
Procurement Application as Part of the Joint Offering). 


 3.4.9.1  Phase I. 

During Phase I, each Party shall license and deliver to its
new customers the MarketBuyer - Professional Edition as part of the Joint
Offering.  In conjunction with the licensing of the Joint Offering, each Party
may also license the MarketBuyer Desktop Edition to customers.  Each Party
acknowledges that the MarketBuyer - Professional Edition is under development
and therefore, may not be immediately deliverable to customers.

 3.4.9.2  Phase II. 

During Phase II, each Party shall license and deliver to its
new customers the MarketBuyer - Professional Edition (for Requisition or
Professional Users) as the electronic procurement application for the Joint
Offering licensed by its customers.

 3.4.9.3  Development. 

The MarketBuyer - Professional Edition shall be jointly
developed by the Parties in accordance with Exhibit C-1 and the Joint
Development Agreement.  SAP shall be primarily responsible for the development
of the MarketBuyer - Professional Edition.

 3.4.9.4  Acceptance. 



The Joint Development Agreement shall provide for an
acceptance procedure of each of the MarketBuyer - Professional Edition by C1 and
SAP.



 3.4.10   Interfaces. 

The interfaces to be delivered as part of the Joint Offering
shall be developed by the Parties in accordance with the terms and conditions of
the Joint Development Agreement.

 3.4.11   User Interface. 

The user interface delivered as part of the Joint Offering
shall be jointly developed by the Parties in accordance with the terms and
conditions of the Joint Development Agreement.

 3.4.12   Message Bus Technology. 

The use by SAP of third party or proprietary message bus
technology for the Joint Offering, whether as a component of the SAP
Applications framework or for any other purposes, shall be limited, during the
term of this Agreement, to internal communication between the SAP Applications,
except as agreed upon by the Development Committee in writing during the joint
development process.  For purposes of this Section, internal communication shall
be limited to the exchange of information between any component of the SAP
Applications and other application added pursuant to the written agreement of
the Development Committee.


 3.4.13   Functionality Overlap. 


Any functionality overlap between SAP Applications and C1
Technology shall be reviewed by the Development Committee to determine where
such functionality most appropriately fits within the Joint Offering, if at
all.




3.5   Business Services. 


 3.5.1   Auction Services.

C1 shall be promoted as the preferred providers of auction
services (including related consulting and administrative services) for the
Joint Offering.  industry-to-industry, Inc. ("i2i") shall agree to
adopt the Joint Offering's auction technology as the baseline platform for its
services offering to the Joint Offering customers in order for i2i to be
promoted as a preferred provider.  Additional auction services partners may be
promoted by the Parties for the Joint Offering upon mutual agreement.

 3.5.2   Catalog Content Services.


C1 shall be promoted as the preferred providers of catalog
content services for the Joint Offering.  Requisite Technology
("Requisite") shall agree to provide the necessary conversion
technology with CBL in order for Requisite to be promoted as a preferred
provider.  Upon mutual agreement, additional content services partners may be
promoted by the Parties for the Joint Offering.


3.6   Professional Services.


Within sixty (60) days from the Effective Date the Parties
shall enter into a professional services agreement which shall set forth the
terms and conditions of the Parties' collaboration in providing professional
services for the implementation of the Joint Offering with their customers.


3.7   Third party Services and Applications.



Except as specifically provided in this Agreement in Sections
3 and 7, the Parties agree that each Party shall be free to offer as part of, or
integrate with, the Joint Offering any services or applications whether
developed or provided by third parties.  Each Party shall keep the other Parties
informed of the third party services and applications it offers with the Joint
Offering.  A Party offering third party application or services as part of the
Joint Offering shall agree to review, without any obligation to select, similar
applications and services offered by any of the Parties upon the request of such
Party.





	JOINT DEVELOPMENT.

4.1   Joint Development Team.


The Parties shall jointly develop technology to integrate the
SAP Applications and C1 Technology as part of the Joint Offering.  The Parties
shall form one or more joint development teams for such efforts, and, in each
case, one Party shall be specifically designated to lead the related development
effort under the guidance and review of the Development Committee.  The costs of
such development efforts shall be borne by the Party incurring such costs,
unless otherwise agreed.


4.2   Business Partners.


The development may incorporate business partners that are
mutually acceptable to the Parties.  C1's joint development team shall include
C1's current business partner Anderson Consulting (at least with respect to the
C1 Technology and the integration thereof) provided that under no circumstances
shall such business partner receive or be assigned any Intellectual Property
Rights in and to the SAP Applications or related development based on SAP
proprietary technology or Confidential Information, without SAPMarkets' prior
written approval.  In each case, the roles and responsibilities of each business
partner shall be mutually agreed to by the Parties.  Unless otherwise agreed in
writing, each Party is responsible for any fees or obligations owed to its own
business partners.


4.3   Development Approach.


During the term of this Agreement, development shall proceed
by way of a phased approach, consisting of several defined implementation
phases, with the initial goal of improving interoperability between SAP
Applications and C1 Technology for the Marketplace Portals.  To the extent
feasible, joint development activities shall occur at the Parties' offices in
the San Francisco Bay area.  However, the parties acknowledge that some
development activities for which SAP is primarily responsible may occur in
Walldorf, Germany or in any office maintained by SAPMarkets.  Each Party shall
keep the other Party closely informed through regular reports to the Development
Committee of any development activities relating to Marketplace Portals,
including the location of such activity.  The Development Committee shall create
a document retention policy related to each Party's development efforts.


4.4   Ownership Rights; Licensing Rights.


Any developments that result from the joint development
arrangements shall be subject to the intellectual property ownership and
licensing provisions of this Agreement.

 4.5   Review.


Every six (6) months, the Executive Committee shall endeavor
to revisit and review the SAP Applications and C1 Technology and all technology
jointly developed by the Parties, included or to be included in the Joint
Offering, for the purposes of evaluating the market position of the Joint
Offering.




	BRANDING.

5.1   Ownership of Pre-Existing Brand
Names and Trademarks.

Each Party shall retain all rights, title and other interest
to its brand names, service marks, trademarks and other proprietary markings
except as expressly provided otherwise in this Agreement.

5.2   Brand Names and Trademarks of
the Joint Offering.


The Joint Offering and the Electronic Procurement
Applications shall be branded with a newly created product name which shall be
adopted by the Executive Committee.  Each Party shall be free to utilize the
newly created product name in conjunction with its own trademarks to identify
the Joint Offering and the Electronic Procurement Applications.  This branding
shall appear prominently in any Marketplace Portals using the Joint Offering and
the Electronic Procurement Applications as licensed by any of the Parties
provided that the customer permits display of branding on its Marketplace
Portal.  The new product name shall be jointly owned by the Parties.  The
Parties shall mutually agree on the necessary steps to protect the ownership in
and to, and use of, the new product names as an identifier of the Joint Offering
and the Electronic Procurement Applications.  The principles set forth herein
shall apply to any joint brand developed by the Parties during the term of this
Agreement for any product or class of products.




	SALES AND MARKETING.

6.1   General. 

In accordance with Exhibit D (Sales and Marketing
Summary), SAPMarkets and C1 will work together to market actively the Joint
Offering, the Electronic Procurement Applications and other related services and
applications.  The Sales and Marketing Summary sets forth a description of the
method by which each Party's sales force will cooperate, including product
positioning and methods of sales engagement.  Within sixty (60) days from the
Effective Date, the Parties shall mutually agree on a more detailed Sales and
Marketing Summary addressing in a comprehensive way each of the points
identified in the Sales and Marketing Summary including action plans and time
lines.

6.2   Cost of Sales. 

The Parties shall each bear their own costs for those sales
and pre-sales personnel committed to the joint sales effort for licensing of the
Joint Offering and the Electronic Procurement Applications.  Each Party shall
provide reasonable assistance to the other, as reasonably requested from time to
time, in connection with the Joint Offering and the Electronic Procurement
Applications.

6.3   Training Resources. 


The Sales and Marketing Committee shall establish detailed
training programs for the other Parties' sales forces and relevant consulting
and support organizations on the licensing, implementation and customer support
of the Joint Offering, the Electronic Procurement Applications and of the SAP
Applications and C1 Technology.  Such training programs shall include the
provision of all necessary materials and documentation at no cost to the
recipient Party.

6.4   Marketing. 

The Parties shall engage in certain marketing activity with
respect to the Joint Offering and the Electronic Procurement Applications,
including (i) bilateral presence at sales and marketing events (e.g.
SAPPHIRE, TechEd, C1 E-link events, etc.), (ii) a jointly managed pipeline
of Joint Offering prospects, (iii) joint marketing collateral, and
(iv) joint advertising.

6.5   Technical Questions. 



A Party engaged in a sales cycle with a customer already
using the other Party's applications (either the SAP Applications or the C1
Technology) shall invite such other Party to discuss with the customer the
general aspects (technical and financial) of the use of the Joint Offering with
the applications already licensed by such customer.




	EXCLUSIVITY COMMITMENTS.

7.1   SAP. 

7.1.1   C1 Technology. 

For as long as SAP has the licensing rights set forth in
Section 15.1.1, SAP (including its Affiliates) shall not market or promote
to Marketplace Portals any technology which is competitive (on a technical
basis) with the C1 Technology, except as provided herein or upon mutual written
agreement of the Parties.  Upon its acceptance of the Desktop Editions of the
Electronic Procurement Applications, as set forth in the Joint Development
Agreement, and during the term of this Agreement, SAP (including its Affiliates)
shall not market or promote a third party's electronic procurement application
incorporating MRO and indirect goods functionality.

7.1.2   NetMarket Maker Solution. 

For as long as SAP has the licensing rights set forth in
Section 15.1.2, SAP (including its Affiliates) shall not market or promote
a product which is competitive (on a technical basis) with the C1's technical
components embedded in the NetMarket Maker Solution, except as provided herein
or upon mutual written agreement of the Parties.

7.1.3   SAP Applications. 

SAP may deliver the SAP Applications with its technology or
with third party technology and without the C1 Technology, to a customer who,
after declining use of the Joint Offering, makes an unsolicited (as such term is
defined in Section 3.3 of this Agreement) request for a solution
specifically excluding C1 Technology.  Delivery by SAP of any or all of the SAP
Applications without the C1 Technology shall not be considered a Joint Offering
and shall not be subject to the Royalties payment set forth in this Agreement
and Exhibit B (except for the Electronic Procurement Applications which
shall be subject to the Royalties payment set forth in Exhibit B).  

7.1.4   Exceptions. 

Notwithstanding the restrictions set forth in
Section 7.1.1 of this Agreement, SAP will not be restricted from
(a) performing research and development with respect to any technology,
(b) licensing, marketing or promoting with the Joint Offering any SAP
Alternative Technology (as mutually agreed), (c) the distribution by SAP,
its Affiliates and distributors of SAP software required in enterprise intranet
environments which are not Marketplace Portals, (d) licensing, marketing or
promoting any third party services or applications that are not alternative
solutions to C1 Technology as per Section 3.7 of this Agreement, or
(e) distributing, licensing, marketing or promoting any technology and/or
application and/or service outside the scope of the Joint Offering.

7.1.5   Restrictive Agreements. 


SAP may deliver alternative technologies to the C1 Technology
in those Marketplace Portals covered by the related GM agreement or into any
territory where SAP is not permitted to license the C1 Technology pursuant to
the terms and conditions of this Agreement (including, without limitation, those
described in Exhibit E).



7.2   C1.

7.2.1   SAP Technology. 

For as long as C1 has the licensing rights set forth in
Section 15.2, C1 (including its Affiliates) shall not market or promote to
Marketplace Portals or any Net Market Makers any technology which is competitive
(on a technical basis) with the SAP Applications, except as provided herein or
upon mutual written agreement of the Parties.  Upon its acceptance of the
Professional Editions of the Electronic Procurement Applications, as set forth
in the Joint Development Agreement, and during the term of this Agreement, C1
shall not market or promote a third party's electronic procurement application
integrating supply chain functionality (which for purposes of clarification,
shall not prevent such Marketplace Portal from accessing a supply chain
application outside the Marketplace Portal).


7.2.2   C1 Technology. 

C1 may deliver the C1 Technology with its technology or with
third party technology and without the SAP Applications, to a customer who after
declining use of the Joint Offering, makes an unsolicited (as such term is
defined in Section 3.3) request for a solution specifically excluding SAP
Applications.  Delivery by C1 of any or all of the C1 Technology without the SAP
Applications shall not be considered a Joint Offering and shall not be subject
to the Royalties payment set forth in this Agreement and Exhibit B (except
for the Electronic Procurement Applications which shall be subject to the
Royalties payment set forth in Exhibit B).


7.2.3   Exceptions. 

Notwithstanding the restrictions set forth in
Section 7.2.1 of this Agreement, C1 will not be restricted from
(a) performing research and development with respect to any technology,
(b) licensing, marketing or promoting C1 Alternative Technology (as
mutually agreed), (c) the distribution of the NetMarket Maker Solution by
C1, its Affiliates and distributors, (d) licensing, marketing or promoting
any third party services or applications that are not alternative solutions to
SAP Applications as per Section 3.7 of this Agreement, or
(e) distributing, licensing, marketing or promoting any technology and/or
application and/or service outside the scope of the Joint Offering.

7.2.4   Restrictive Agreements. 


Cl may deliver alternative technologies to the SAP
Applications in those Marketplace Portals covered by the related agreements as executed by SAP in the event
the restrictions set forth in such agreements prevent C1 from delivering the SAP
Applications.


7.3   Exceptions.



Except as specified in this Agreement, nothing herein shall
prevent SAP and/or C1 from entering into agreements with third-parties to
integrate any products, services or contents into SAP and/or C1 products.




	ENTERPRISEBUYER SUITE.

8.1    General. 

8.1.1    Phase I. 

During Phase I, each Party shall have the right to
license the EnterpriseBuyer Desktop Edition and the EnterpriseBuyer Professional
Edition as a bundle outside the scope of the Joint Offering.  The licensing of
the bundled EnterpriseBuyer Desktop Edition and the EnterpriseBuyer Professional
Edition shall be referred to as the EnterpriseBuyer Suite and is only licensed
together during Phase I.  The customer shall have the option to deploy
either or both the EnterpriseBuyer Professional Edition (for Requisition Users)
and EnterpriseBuyer Desktop Edition (for Requisition Users) of the Electronic
Procurement Applications.  Royalties and certain exceptions to the
aforementioned provisions are set forth in Exhibit B.


8.1.2   Phase II. 


During Phase II, each Party shall have the right and
choice of licensing (in accordance with the terms and conditions of
Section 15) either the EnterpriseBuyer Professional Edition (for
Professional and Requisition Users) or the EnterpriseBuyer Desktop Edition (for
Requisition Users) for deployment as an enterprise electronic procurement
application to any customer outside the scope of the Joint Offering.  Royalties
shall be as per Exhibit B.



8.2    Development. 

The EnterpriseBuyer Professional Edition and the
EnterpriseBuyer Desktop Edition shall be jointly developed by the Parties in
accordance with Exhibit C-2 and the Joint Development Agreement.  C1 shall
be primarily responsible for the development of the EnterpriseBuyer Desktop
Edition and SAP shall be primarily responsible for the development of the
EnterpriseBuyer Professional Edition.


8.3    Acceptance. 

The Joint Development Agreement shall provide for an
acceptance procedure of the EnterpriseBuyer Professional Edition and the
EnterpriseBuyer Desktop Edition by C1 and SAP, respectively.


8.4    EnterpriseBuyer Suite. 


The Parties agree that the licensing of EnterpriseBuyer Suite
during Phase I by any customer of a Party shall entitle such customer to
receive and use either or both of the EnterpriseBuyer Desktop Edition or the
EnterpriseBuyer Professional Edition of the EnterpriseBuyer Suite during
Phase II upon the payment of the applicable maintenance fees as per
Exhibit B.  Such customers shall be entitled to use the EnterpriseBuyer
Professional Edition of the EnterpriseBuyer Suite only upon the payment of the
applicable additional user fees for professional user roles.


8.5    BuySite and B2B Procurement
Existing Customers. 

Each Party will provide its existing B2B Procurement and
BuySite customers the option to license any Edition (for Requisition Users) of
the EnterpriseBuyer Suite provided that use of the EnterpriseBuyer Professional
Edition (for Professional Users) of the EnterpriseBuyer Suite may be subject to
the payment by such customer of the applicable additional user fees for
professional user roles as set forth in Exhibit B-1.  The contractual terms
and conditions for the use by such existing customers of any Edition of the
EnterpriseBuyer Suite shall be those applicable to C1 and SAP pursuant to this
Agreement.  Royalties shall be paid in accordance with Exhibit B.  Such
deployment to existing customers shall not be considered a new license of any
Edition of the EnterpriseBuyer Suite and shall not give rise to any royalties
other than the License Fees paid hereunder, if any.


8.6    C1 and SAP Affiliates and Distributors. 


C1's Affiliates shall have the right to distribute the
Desktop and Professional Editions of the Electronic Procurement Applications.
Royalties shall be paid in accordance with Exhibit B.

Cl's distributors shall have the right to distribute the
Desktop Editions of the Electronic Procurement Applications, but shall not have
the right to distribute the Professional Editions of the Electronic Procurement
Applications.  Royalties shall be paid in accordance with Exhibit B.  Such
Cl's distributors shall have the option to distribute the Desktop Edition of the
EnterpriseBuyer Suite under the joint branding developed by the Parties or under
C1 branding.

SAP's Affiliates and Approved Distributors (as set forth in
Exhibit G) shall have the right to distribute the Professional and Desktop
Editions of the Electronic Procurement Applications.  Approved Distributors
shall have the right to distribute the Desktop Editions of the Electronic
Procurement Applications only if such Approved Distributors agree to similar
restrictions as set forth in Section 7.1.1.  Royalties shall be paid in
accordance with Exhibit B.


SAP's distributors that are not Approved Distributors shall
have the right to distribute the Professional Editions of the Electronic
Procurement Applications but shall not have the right to distribute any Desktop
Editions unless added from time to time as Approved Distributors, in writing by
the Parties.  Royalties shall be paid in accordance with Exhibit B.  Such
SAP's non-approved distributors shall have the option, to distribute the
Professional Edition of the EnterpriseBuyer Suite under the joint branding
developed by the Parties or under SAP branding.


The Parties agree to pay referral fees as set forth in
Exhibit B to Cl's distributors assisting in the sale of the Professional
Editions of any of the Electronic Procurement Applications and to SAP's
distributors that are not approved distributors assisting in the sale of the
Desktop Editions of any of the Electronic Procurement Applications.  Unless
otherwise agreed in writing in advance by the Parties, each Party shall be
responsible for the payment of any and all referral fees to its own
distributors.




	MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING.

Based on market demand and on a case by case basis, the
Parties may license the Desktop or Professional Editions of the MarketBuyer
outside the scope of the Joint Offering.  In such a case, the Parties shall
agree on (i) appropriate royalties to be paid by one Party to the other,
(ii) licensing structure, and (iii) other related terms and
conditions.



	MARKETSITE OPPORTUNITIES.

On a case by case basis and upon its written approval, C1
shall use its best efforts to cooperate with SAP for licensing opportunities of
the MarketSite Software to regional MRO B2B Exchanges and shall permit SAP to
sublicense the MarketSite Software in mutually agreed upon opportunities.  The
Parties agree to negotiate in good faith within the sixty (60) day period
following the effective Date a viable solution to the extent that SAP may
require enhanced distribution rights.  Royalties payable by SAP to C1 shall also
be decided on a case by case basis.  The parties agree that all the terms and
conditions applicable to the licensing by SAP of the NetMarket Maker Solution
shall apply to the licensing by SAP of the MarketSite Software as set forth in
this Section.  SAP shall have the right to reduce its prepayment obligations by
purchasing MarketSite Software licenses in advance pursuant to
Exhibit B.

C1 and SAP shall cooperate in pursuing licensing
opportunities for MRO marketplaces in accordance with the following provisions.
For purposes of this provision, "MRO Marketplaces" shall mean any
Marketplace Portal for business to business exchanges which is limited to MRO
purchasing and which does not license or access supply chain functionality
provided as part of the Joint Offering.  The parties shall jointly engage in all
sales cycles for new MRO Marketplace opportunities, whether horizontal or
vertical.  The ongoing management of this process will occur through pipeline
management, territory business planning and strategy development.  Both parties
shall lead with the Joint Offering solution (i.e., MarketSet) for all such
opportunities, but C1 may license MarketSite on a component basis based on
specific customer request.  Any new MRO Marketplace opportunity where the Joint
Offering solution is licensed, will be subject to the royalty provisions for
Regional Marketplace Providers set forth in Exhibit B.  When a Marketplace
Portal is actually limited to MRO activity without any supply chain
capabilities, the parties shall: (i) keep a joint pipeline;
(ii) jointly resolve conflicting territories/verticals; and
(iii) split revenues within a mutually-agreed range as agreed by a regional
joint steering committee (Americas/Europe/Africa and Asia/Pacific).
Notwithstanding the foregoing, any customer who licenses the Joint Offering from
either Party as an upsell/migration from a MarketSite platform shall be subject
to the upsell provisions of Exhibit B, provided that the calculation set
forth in Exhibit B shall reflect any fees or royalties paid to SAP with
respect to the initial MarketSite Software license by C1.  Exceptions to the
royalty provisions as set forth in Exhibit B shall be determined by the
regional joint steering committee.

Regional teams shall develop regional strategy and business
plans establishing regional rules of engagement and business models for the GTW
for review by the regional steering committee within thirty (30) days after
execution of this Agreement.



	ALLIANCE COMMITTEES.

11.1    Executive
Committee. 

The Parties shall establish an Executive Committee composed
of two (2) Executive Representatives, one appointed by SAP and one appointed by
C1 within thirty (30) days from the Effective Date.  The Executive Committee
shall meet on a quarterly basis during the first year after the effective date
and every six months thereafter.  The Executive Committee shall jointly review
the current status of the Joint Offering, the Enterprise Procurement
Applications, and engage in dispute resolution in accordance with the provisions
of this Agreement.

11.3    Development Committee. 


The Development Committee shall be made up of the Leading
Development Executives of each Party for the C1 Technology and the SAP
Applications.  The Development Committee shall (i) define the scope and
technology components of the Joint Offering, (ii) monitor the joint
development activities of each Party, (iii) create a forum of discussion
related to such joint development activities, (iv) define acceptance
criteria, (v) identify and resolve intellectual property issues, including,
without limitation, ownership, in accordance with the principles of this
Agreement and the Joint Development Agreement, and (vi) resolve any dispute
that may arise between the Parties pursuant to this Agreement or the Joint
Development Agreement. Disputes with respect to the Development Effort which
cannot be resolved in the Development Committee, shall be resolved as set forth
in Section 11.6 of this Agreement.

11.3    Management Process for Development Committee. 


11.3.1     Lead Development Executives. 

The initial Lead Development Executives for each phase of the
Development Effort shall be appointed (two by C1 and two by SAP) within thirty
(30) days from the Effective Date.  The Lead Development Executives must be
replaced by a person of executive rank unless the Parties otherwise agree.

11.3.2     Powers of Lead Development Executives. 

The Lead Development Executives shall maintain and revise the
corresponding Statement of Work for each phase in accordance with its terms and
will have the right, after consultation, to designate the project leader for
each major project and to establish teams and team leaders for various
development projects.  Each Party shall structure all employees and resources
for each phase under such Lead Development Executives for that phase, and the
Lead Development Executives and project leaders shall direct such resources in
accordance with and to achieve the objectives of the Statement of Work.

11.3.3     Statements of Work. 

As soon as practicable after the Effective Date, the Lead
Development Executives shall establish and attach to the Joint Development
Agreement the initial Statements of Work for the initial Development Efforts,
setting forth the objectives and principal deliverables, and providing for
priorities in going forward.  Changes to the principal deliverables or
priorities sections of the initial Statements of Work shall require the consent
of both Parties not to be unreasonably withheld or delayed, but all other
changes to such Statements of Work may be made by the Lead Development
Executives after consultation.

11.3.4     Non-Disclosure: Limitations on Work on Other Development. 



All individuals engaged in the Development Effort will be
prohibited from using or disclosing any confidential information or trade
secrets learned or developed in the course of such Development Effort other than
in the course of their work on the Development Effort or their work for C1 or
SAP, respectively.  C1 and SAP each acknowledges that the Parties may have to
establish procedures and/or enter into supplemental confidentiality agreements
to address issues that may arise in connection with the Development Effort, such
as by way of example, the use of confidential information of third parties which
one Party may not have the right to disclose to the other Party.  In addition,
C1 and SAP each agrees that after it has assigned developers to the Development
Effort, it shall use reasonable efforts to keep such individuals assigned to the
Development Effort.


11.4    Sales and Marketing Committee. 


The Sales and Marketing Committee shall be made up of the
Leading Sales and Marketing Executives of each Party for the C1 Technology, the
SAP Applications, and the Electronic Procurement Applications.  The Sales and
Marketing Committee shall (i) establish a joint go-to-market strategy for
the Joint Offering which will be reduced to the Sales and Marketing Summary
described in Section 11.5.3 hereof, (ii) form regional joint sales teams
for identified Joint Offering opportunities, (iii) oversee the training of
the sales forces of each Party, (iv) establish sales compensation packages
to ensure channel harmony in the licensing of the Joint Offering by each Party's
sales force, (v) establish channel management programs, and
(vi) establish dispute resolution and arbitration procedures for account
targeting. Disputes with respect to the sales and marketing of the Joint
Offering which cannot be resolved in the Sales and Marketing Committee, shall be
resolved pursuant to Section 11.6 of this Agreement.


11.5    Management Process for Sales and Marketing. 


11.5.1     Lead Sales and Marketing Executives. 

The initial Lead Sales and Marketing Executives for C1 shall
be appointed (two by C1 and two by SAP) within thirty (30) days from the
Effective Date.  As part of the Sales and Marketing Summary, C1 and SAP will
establish mutually agreeable targets for sales and marketing of the Joint
Offering.  Either Party shall have the right, after consultation with the other
Party, to replace the Lead Sales and Marketing Executives at any time after the
Effective Date.  The Lead Sales and Marketing Executives may only be replaced by
a person of similar rank and stature unless the Parties otherwise agree.  The
Lead Sales and Marketing Executives must be employees of either C1 or SAP. 


11.5.2     Powers of Lead Sales and Marketing
Executives. 

The Lead Sales and Marketing Executives, after consultation,
shall have the right to establish projects and teams and project and team
leaders for various major sales efforts.  Each Party shall structure all
employees and resources under the Lead Sales and Marketing Executives, and the
Lead Sales and Marketing Executives and their subordinates shall direct such
resources in accordance with and to achieve the objectives set forth in the
Sales and Marketing Summary.


11.5.3     Sales Summary. 


An initial draft of the Sales and Marketing Summary will be
mutually agreed upon within thirty (30) days after the Effective Date by the
Lead Sales and Marketing Executives, setting forth the objectives and targets,
and principal methods for sales and marketing of the Joint Offering and
components thereof.  Major substantive changes to such initial Sales and
Marketing Summary shall require the consent of both Parties, such consent not to
be unreasonably withheld, but any minor changes may be made by the corresponding
Lead Sales and Marketing Executives after consultation.



11.6    Escalation and Dispute Resolution For Alliance Committees. 


11.6.1    General. 

The Parties shall attempt to promptly resolve through good
faith negotiation any dispute or disagreement between them directly relating to
design and development priorities and decisions and resource allocation under
this Agreement or the Joint Development Agreement or any Statement of Work. 

11.6.2     Escalation to Executive Committee. 

In the event of a dispute in the Development Committee or
Sales and Marketing Committee, either Party may identify said dispute for
escalation.  If the dispute is not resolved within seven (7) calendar days of
such identification, then the dispute shall be escalated to the Executive
Committee.  The Executive Committee shall discuss the dispute within five (5)
days of escalation and shall render a decision within ten (10) days of their
initial discussion.  If the Executive Committee is unable to resolve the dispute
within ten (10) days of their initial discussion then the dispute shall be
submitted to the Senior Executives as set forth in Section 11.6.3.

11.6.3     Escalation to Senior Executives. 

In the event of a dispute in the Executive Committee, either
Party may identify said dispute for-escalation.  If the dispute is not resolved
within ten (10) calendar days of such identification, then the dispute shall be
escalated to the most senior executives of C1 and SAP.  The most senior
executives shall discuss the dispute within five (5) days of escalation and
shall render a decision within ten (10) days of their initial discussion.  If
the most senior executives are unable to resolve the dispute within ten (10)
days of their initial discussion then the dispute shall be submitted to
mediation as set forth in Section 11.6.4.


11.6.4     Mediation. 


In the event that the most senior executives of C1 and SAP
are unable to resolve a dispute originating in the Executive Committee,
Development Committee or Sales and Marketing Committee, as set forth in Section
11.6.2, the most senior executives shall meet with a mediator as soon as
practicable, but in no event more than thirty (30) days from the date of
original escalation of the dispute to the most senior executives.  The mediator
shall submit a written report to the Parties within five (5) days of the final
meeting between the mediator and the most senior executives.  If the most senior
executives remain unable to resolve the dispute after mediation, either Party
may terminate this Agreement as set forth in Section 25.5.  The cost of
mediation shall be split equally between C1 and SAP.



11.7    Executive Representatives and Executive Meeting. 


11.7.1     Executive Representatives. 

Each Party shall designate a senior executive reporting to
its chief executive officer, president or chief operating officer as its
Executive Representative to the other for the purpose of this Agreement within
thirty (30) days from the Effective Date.  The Executive Representatives shall
collaboratively report monthly in writing (which may be electronic) to both
chief executive officers on the progress of development and sales and marketing
under this Agreement and shall work to facilitate cooperation between the
Parties to achieve the development and sales and marketing goals of this
Agreement.

11.7.2     Executive Meeting. 


In January and July of each year, the chief executive
officers and the relevant members of their management teams including the
Executive Representatives shall meet to review the development progress and
sales and marketing progress under this Agreement.  The January meetings shall
be in California hosted by C1 and the July meetings in California, hosted by
SAP.  The host Executive Representative shall be responsible, in consultation
with the participants and the other Executive Representative, for organizing
such meeting and establishing its agenda. 





	SUPPORT AND TRAINING

12.1    Support 

The Parties shall agree on detailed support terms and
responsibilities for supporting the Joint Offering, the Electronic Procurement
Applications, and the NetMarket Maker Solution, including call receipt, call
screening, installation assistance, problem identification and diagnosis,
hand-over procedures and development level support.  All support (including
escalation procedures) by each Party shall be provided in accordance with a
mutually agreed upon Support Level Agreement which shall be based on the support
summary set forth in Exhibit F.


12.2    Training. 


Each Party shall provide free training to the other Party in
relation to its technology incorporated into the Joint Offering and the
Electronic Procurement Applications.  Such training shall allow each Party to
provide the level of maintenance and support for the other Parties' technology
as set forth in Exhibit F.  The scope and duration of such training shall
be defined by the Executive Committee.  Thereafter, each Party shall be free to
offer similar training (as provided by the other Parties) to its distributors.


Travel and lodging expenses related to such training shall be
borne by the Party receiving the training.

Each Party (the "Provider") shall provide to the
other Party (the "Receiver") at no  additional cost up-to-date
training material with respect to its technical components, as incorporated into
the Joint Offering.  The Provider shall grant to the Receiver a non-exclusive
and royalty-free right to copy, use and distribute such training material as
part of the Receiver's branded course.  Training materials shall only be used in
relation the Joint Offering and the Electronic Procurement Applications.  The
Receiver agrees to include the Provider's trademarks and copyright notices in
its related course material.  The Receiver shall be under no financial
obligations to the Provider with respect to any revenues generated from
providing courses and the training material to its customers.  The Provider
shall update the training material and assist the Receiver in updating its
training courses in the event of any changes, modifications in and to any of the
Provider's technical components incorporated into the Joint Offering.





	COMPENSATION.

13.1   General. 

Revenues generated from (i) the sale or license of the
Joint Offering, (ii) the license by SAP and C1 of the Electronic
Procurement Applications, and (iii) the license by SAP of the NetMarket
Maker Solution shall be subject to the payment of royalties as set forth in
Exhibit B.  Except as specifically provided above in (i) and (ii), revenues
generated by a Party from the sale or license of products or services not
incorporated as part of the Joint Offering pursuant to the procedure set forth
in Section 3.2 or from the sale of such Party's technical components
without the other Party's technical components shall not be subject to the
royalty obligations set forth in Exhibit B.  Each Party acknowledges that
these provisions are not controlling as to which revenues are recognized by
which Parties, which shall be at the discretion of each Party in accordance with
Generally Accepted Accounting Principles.


Royalties (as a percentage of License Fees, Revenue Share,
equity in Newco's, and other portal fees) shall be paid by SAP to C1 and by C1
to SAP for (i) licensing of the Joint Offering, (ii) licensing of the
SAP Applications to Established C1 Marketplaces and Established SAP
Marketplaces, (iii) licensing of the C1 Technology to Established SAP
Marketplaces, or (iv) licensing of the NetMarket Maker Solution.  Licensing
of the EnterpriseBuyer - Desktop Edition and EnterpriseBuyer - Professional Edition on a stand alone basis shall not
give rise to the payment of any percentage of Revenue Share, equity in Newco's,
and other portal fees even if such EnterpriseBuyer - Desktop Edition and the
EnterpriseBuyer - Professional Edition are licensed to an Established
Marketplace.  For purposes of this Agreement, "Established" for either
Party shall be measured as of June 30, 2000 (unless otherwise specifically
agreed with respect to particular opportunities) and shall mean that either
(1) a definitive agreement for the creation of such Marketplace Portal has
been executed or (2) a detailed memorandum of understanding has been
formalized, executed, and announced as of such date.



13.2   Sharing of Revenues Collected from New Deals. 


13.2.1    Business Model. 

Royalties (as a percentage of License Fees, Revenue Share,
equity in Newco's, and other portal fees) shall be paid by SAP to C1 and by C1
to SAP for each licensing of the Joint Offering.  The royalties, as set forth
herein and in Exhibit B, shall remain applicable until December 31,
2001.  On or before December 31, 2001, the Parties shall mutually agree
upon a new royalty structure for the remainder of the initial three (3) year
term.

The Parties agree that in the event they are unable to reach
an agreement or in the event of any termination of this Agreement, the then
existing royalty arrangements shall remain applicable until the Parties reach an
agreement to the contrary.

13.2.2    License Fees. 

From the Effective Date through December 31, 2001,
the License Fees received by the licensing Party shall be split equally between
C1 and SAP on all sales of the Joint Offering.

13.2.3    Maintenance Fees. 

Maintenance fees for the EnterpriseBuyer Desktop Edition and
the EnterpriseBuyer Professional Edition will be split as set forth in
Exhibit B-2 and shall be based on the obligations of the Parties to perform
maintenance and support services.  With respect to the Joint Offering, or, if
such split does not result in equivalent fees generally paid to each Party for
maintenance received under each Party's existing offerings, the applicable
maintenance fee split shall be mutually determined by the Parties with the goal
of preserving general equivalent maintenance fees for each Party under each
Party's existing offering.  The payment of maintenance fees pursuant to
Exhibit B-2 includes access to Updates and Upgrades made commercially
available by either Party at no additional fee.


13.2.4    Revenue Share. 

From the Effective Date through December 31, 2001,
Revenue Share and any other consideration received by the selling Party shall be
split equally between C1 and SAP on all sales of the Joint Offering.  The
Parties agree that nothing herein is intended to create any sharing of revenues
or other consideration arising from products or services not defined by the
Parties as part of the Joint Offering.  The Revenue Share split between SAP and
C1 established pursuant to this provision shall survive notwithstanding the
termination of this Agreement provided that the customer using the Joint
Offering continues to use any o f the technical components licensed as part of
the Joint Offering and provided by either SAP or C1 (as applicable).

During the term of this Agreement and for the three (3) years
thereafter, a Party shall always be entitled to its share of the Revenue Share
paid by a customer whether or not such customer continue to use such Party's
technical components.  Notwithstanding the preceding, in the event that
(i) a Party terminates, at any time during the three (3) years following
termination of this Agreement and pursuant to a written notice, its right to
license the other Party's technical components defined as part of the Joint
Offering, and (ii) a customer ceases to use all of such other Party's
technical components licensed as part of the Joint Offering, such other Party
shall no longer be entitled to its share of the Revenue Share paid by such
customer and the Party which has terminated its right to license the other
Party's technical components shall be entitled to collect from such customer all
Revenue Share paid by such customer.

After the expiration of the three (3) year period following
the termination of this Agreement, should a customer cease to use all of a
Party's technical components licensed as part of the Joint Offering, such Party
shall no longer be entitled to its share of the Revenue Share paid by such
customer and the other Party shall be entitled to collect from such customer all
Revenue Share paid by such customer.

The terms and conditions applicable to the continuing
obligation (as set forth in this Section) of a Party to pay to the other Party
Revenue Share collected from Marketplace Portals shall apply to all Revenue
Share payment obligations that may arise pursuant to this Agreement.

13.2.5    Other Receipts From the Sale of the Joint Offering. 


From the Effective Date through December 31, 2001,
equity and any other consideration received by the licensing Party shall be
split equally between C1 and SAP on all sales of the Joint Offering subject to
the agreement between the licensing party and its customer.  The Parties agree
that nothing herein is intended to create any sharing of revenues or other
consideration arising from products or services not defined by the Parties as
part of the Joint Offering.


13.2.6    Prepayments. 


Prepayments shall be in accordance with Exhibit B.




13.3   Payments. 

13.3.1   To C1.  SAP shall make such payments to C1 within thirty
(30) days of the end of the calendar quarter in which such royalties or fees
accrue in accordance with GAAP.  All payments due to C 1 shall be made in United
States dollars at Cl's address as indicated in this Agreement or at such other
address as C1 may from time to time indicate by proper notice
hereunder. 

13.3.2   To SAP.  C1 shall make such payments to SAPMarkets within
thirty (30) days of the end of the calendar quarter in which such royalties or
fees accrue in accordance with GAAP.  All payments due to SAP shall be made in
United States dollars at SAPMarkets' address as indicated in this Agreement or
at such other address as SAPMarkets may from time to time indicate by proper
notice hereunder. 




13.4   Currency. 

The Parties shall always use the average Noon Buying Rate
published by the Federal Reserve Bank of New York during the month giving rise
to payment for conversion between foreign currencies and United States Dollars.
All costs related to currency conversion shall be borne by the paying Party.


13.5   Withholding Taxes. 


All taxes based on income as may be imposed by any federal,
state or local government entity for payments received under this Agreement will
be borne by the recipient of payments (the "Recipient").  

If the Party making such payments (the "Payer") is
required by law to withhold tax ("Withholding Tax") from any gross
payment to the Recipient under this Agreement, Payer shall be entitled to
withhold or deduct such tax from the gross amount to be paid.  However, Payer
shall use all endeavors to reduce any such withholding tax payable to the lowest
possible rate subject to compliance with all applicable laws and double taxation
treaties.  The Payer will in the case of any withholding of tax provide to the
Recipient a receipt from the relevant tax authority to which such withholding
tax has been paid.

All other taxes or charges of any kind (including but not
limited to, customs duties, tariffs, excise, gross receipts, sales and use and
value added tax) except income or corporation taxes will be borne by the Payer.
If any such tax or duty is due under this Agreement, Payer will increase payment
under this Agreement by such amount as shall ensure that after such payment,
Recipient shall have received an amount equal to the payment otherwise
required.

The Payer shall be responsible for and hold the Recipient
harmless from all claims and liability arising from the Payer's failure support
or pay any Withholding Tax, duties, tariffs and other charges. 

Each Party shall also be responsible for and hold the other
Party harmless from all taxes and other matters required of self-employed
individuals by any governmental authority, including the withholding and payment
of all such taxes.  Such responsibility shall also extend to all employees and
agents, all employees and agents furnished to a Party by any subcontractor, and
all persons furnished by any broker or agency in connection with the performance
of this Agreement.  Such taxes shall include, but not be limited to, all
federal, state and local taxes, including earnings taxes, employment taxes and
payroll taxes.





	CROSS LICENSE FOR DEVELOPMENT PURPOSE.

14.1    Internal Use. 

14.1.1    C1. 

C1 hereby grants SAP a non-exclusive, worldwide, limited to
the term of this Agreement, non transferable, internal right (subject to the
restrictions imposed by Cl's existing exclusivity commitments as set forth in
Exhibit E-1) to use, display, perform and modify (in accordance with the
provisions of the Joint Development) the C1 Technology and the Desktop Editions
of the Electronic Procurement Applications that may be provided to SAP, if any,
for purposes of the Joint Development Agreement.  The exact list of those C1
Technology and the Desktop Editions of the Electronic Procurement Applications
licensed to SAP, for purposes of the Development Effort, if any, pursuant to
this Section shall be set forth in the Joint Development Agreement.  The license
granted hereunder is in object and source code form for use only in connection
with the Development Effort.

14.1.2    C1 Source Code Freeze. 

Commencing on the effective date of termination of the Joint
Development Agreement, SAP'S right and license to the Source Code to the C1
Technology and the Desktop Editions of the Electronic Procurement Applications
(used for the Development Effort) under Section 14.1.1 shall be limited to
the commercial release or version of such C1 Technology and Desktop Editions of
the Electronic Procurement Applications (used for the Development Effort) that
is commercially available as of the effective date of termination of the Joint
Development Agreement thereof and such right and license to the Source Code
shall be limited to use only for support and maintenance, if any. As of the
effective date of termination of the Joint Development Agreement, C1 shall be
relieved of its obligations to deliver any further Source Code for Updates and
Updates of the C1 Technology and the Desktop Editions of the Electronic
Procurement Applications which may become commercially available after the
effective date of termination of the Joint Development Agreement.


14.1.3    SAP. 


SAP hereby grants C1 a non-exclusive, worldwide, limited to
the term of this Agreement, non transferable, internal right (subject to the
restrictions imposed by SAP, existing exclusivity commitments as set forth in
Exhibit E-1) to use, display, perform and modify (in accordance with the
provisions of the Joint Development Agreement) the SAP Applications and the
Professional Editions of the Electronic Procurement Applications that may be
provided to C1, if any, for purposes of the Development Effort. The exact list
of those SAP Applications and the Professional Editions of the Electronic
Procurement Applications licensed to C1, for purposes of the Development Effort,
pursuant to this Section, if any, shall be set forth in the Joint Development
Agreement.  The license granted hereunder is in object and source code form for
use only in connection with the Development Effort.


14.1.4    SAP Source Code Freeze. 


Commencing on the effective date of termination of the Joint
Development Agreement, Cl's right and license to the Source Code to the SAP
Applications and Professional Editions of the Electronic Procurement
Applications (used for the Development Effort) under Section 14.1.3 shall
be limited to the commercial release or version of such SAP Applications and
Professional Editions of the Electronic Procurement Applications (used for the
Development Effort) that is commercially available as of the effective date of
termination of the Joint Development Agreement thereof and such right and
license to the Source Code shall be limited to use only for support and
maintenance. As of the effective date of termination of the Joint Development
Agreement, SAP shall be relieved of its obligations to deliver any further
Source Code for Updates and Updates of the SAP Applications and the Professional
Editions of the Electronic Procurement Applications which may become
commercially available after the effective date of termination of the Joint
Development Agreement.



14.2    On-Going Licensing. 


The Parties agree that all interfaces related to the Joint
Offering shall be licensed by the developing Party to the other Party in
accordance with the terms and conditions of Section 14.1 on an on-going
basis.

14.3    Development Partners. 


The Parties may agree, on a case by case basis, to grant to
some of their development partners, upon the mutual agreement of the Parties and
provided the execution by such development partners of a customary development
license and confidentiality agreement, the right to use the technical components
in order to allow such development partners to participate in the Development
Effort.  The disclosing Party agrees to indemnify and defend the non-disclosing
Party against damage resulting from or arising out of any act or omission of
such Party's development partners in accordance with the indemnification and
limitation of liability provisions set forth in this Agreement.


14.4    Cross Licensing at Termination. 

In the event of the expiration or termination of this
Agreement, the cross licenses set forth in Section 14.1 and in
Section 14.2 shall continue until termination of the OEM rights set forth
in Section 15 below.





	LICENSING RIGHTS.

15.1   License from C1 to SAP. 


15.1.1     C1 Technology. 

C1 hereby grants to SAP and its Affiliates, for the term of
this Agreement and the three (3) year period following the termination of this
Agreement, under all of C1's Intellectual Property Rights in C1 Technology
(including Updates and Upgrades), a limited, nonexclusive, worldwide
"OEM" (object code) license to make or have made copies, use, license,
offer to license, import, distribute, reproduce, export and otherwise transfer
the C1 Technology but only when incorporated in the Joint Offering with all of
the SAP Applications or in the Desktop Editions of the Electronic Procurement
Applications. SAP and its Affiliates shall only license the C1 Technology with
all the technical components listed as part of the Joint Offering.

In addition, C1 hereby grants to SAP, its Affiliates and
Approved Distributors, during the tern of this Agreement and the three (3) year
period following the termination of this Agreement, a limited, nonexclusive,
worldwide "OEM" (object code only) license to make or have made
copies, use, license, offer to license, import, distribute, reproduce, export
and otherwise transfer the Desktop Editions of the Electronic Procurement
Applications (and any subsequent versions released during the term of this
Agreement and the three (3) year period following the termination of this
Agreement) outside the scope of the Joint Offering to any of its customers. SAP,
its Affiliates, and Approved Distributors shall have no right under Cl's
Intellectual Property Rights apart from the foregoing.  Such license is non-
transferable except as otherwise provided in this Agreement.  Such license shall
expire three (3) years from the effective date of termination of this
Agreement.

SAP may terminate the license grant herein by providing C1
with thirty (30) days notice.  Upon the effective date of termination, SAP, its
Affiliates and Approved Distributors shall not be subject to the exclusivity
commitments in Section 7.1.

15.1.2     NetMarket Maker Solution. 


C1 hereby grants to SAP and its Affiliates, during the term
of this Agreement, under all of C1's Intellectual Property Rights in the
NetMarket Maker Solution, a nonexclusive, limited right to make or have made
copies, use, license, offer to license, import, distribute, reproduce, export
and otherwise transfer the NetMarket Maker Solution in any territory provided
that SAP shall not bundle the NetMarket Maker Solution with any other
application.  SAP shall have no right under C1's Intellectual Property Rights
with respect to the NetMarket Maker Solution apart from the foregoing.  SAP
shall always license the NetMarket Maker Solution under C1 branding.  Such
license is non-transferable except as otherwise provided in this Agreement.
Such license shall expire three (3) years from termination of this Agreement
unless such license is terminated earlier for convenience by C1 or SAP upon one
hundred and eighty (180) days prior written notice; provided that C1 may not
provide notice of termination of such license for convenience until after the
first anniversary of the Effective Date.  The rights granted by Cl to SAP and
its Affiliates under this Section 15.1.2 shall terminate immediately upon the
material breach by SAP, its Subsidiaries or Affiliates of the terms and,
conditions of this Agreement.  Notwithstanding the foregoing, if SAP prepays for
NetMarket Maker Solution licenses in accordance with Exhibit B, any
termination by C1 or SAP shall not affect SAP's rights to license the prepaid
NetMarket Maker Solution licenses to customers.  Upon the effectiveness of a
termination for convenience as set forth herein, the exclusivity obligations
applicable to SAP set forth in Section 7.1.2 shall terminate.




15.2    License from SAP to C1. 


15.2.1     General. 


SAP AG and/or SAPMarkets, as the case may be, hereby grants
to C1 and its Subsidiaries and Affiliates, during the term of this Agreement and
the three (3) year period following the termination of this Agreement, under all
of SAP's Intellectual Property Rights in SAP Applications (including Updates and
Upgrades), a nonexclusive, worldwide "OEM" (object code only) license
to make or have made copies, use, license, offer to license, import, distribute
(directly or by sublicense, through the C1 distribution channels), reproduce,
export and otherwise transfer the SAP Applications but only when incorporated in
the Joint Offering with all of C1 Technology or in the Professional Editions of
the Electronic Procurement Applications. C1 and its Affiliates shall only
license the SAP Applications with all the technical components listed as part of
the Joint Offering.

In addition, SAP hereby grants C1 a nonexclusive, worldwide
"OEM (object code) license to make or have made copies, use, license, offer
to license, import, distribute, reproduce, export and otherwise transfer the
Professional Editions (Requisition and Professional Users) of the Electronic
Procurement Applications (and any subsequent versions released during the term
of this Agreement and the three (3) year period following the termination of
this Agreement) outside the scope of the Joint Offering to any of its customers.
C1 shall have no right under SAP's Intellectual Property Rights apart from the
foregoing.  Such licenses are non-transferable except as otherwise provided in
this Agreement.  Such licenses shall expire three (3) years from the effective
date of termination of this Agreement. 

C1 may terminate the license grant herein by providing SAP
with thirty (30) days notice.  Upon the effective date of termination, C1 and it
Affiliates shall not be subject to the exclusivity commitments in
Section 7.2.



15.3    No Restrictions. 


C1 reserves all rights not expressly granted in this
Agreement in and to the C1 Technology.  SAP reserves all rights not expressly
granted in this Agreement in and to the SAP Applications.


15.4    General Terms. 

15.4.1     General Restrictions on Distribution. 

The Parties agree to comply with, and shall require each of
their distributors to comply with, all applicable laws, rules and regulations to
preclude the acquisition of unlimited rights to technical data, software and
documentation provided with the Joint Offering to a governmental agency, and
ensure the inclusion of the appropriate "Restricted Rights" or
"Limited Rights" notices required by U.S. Government agencies.

15.4.2     Distributor License Agreement. 

The Parties shall procure from each of their distributors
(even if a Subsidiary), an executed copy of a distribution license agreement
sufficient to ensure that such distributors are required to comply with the
relevant terms of this Agreement. 

15.4.3     Customer License Agreements. 


The Parties and their distributors shall distribute the Joint
Offering to customers only under the terms of, and shall ensure that the Joint
Offering is subject to, end user license agreements with terms at least as
restrictive as those set forth in the applicable customer license agreement to
be developed by the Parties within thirty (30) days from the Effective Date.



15.5    Enforcement of Distributors Agreements. 


The Parties shall use their best efforts to enforce each
distributor license agreement and customer agreement, whichever may be relevant,
with at least the same degree of diligence used in enforcing similar agreements
governing others, which in any event shall be sufficient to adequately enforce
such agreements.  Each Party shall use commercially reasonable efforts to
protect the Intellectual Property Rights of the other Party, notify such other
Party of any breach of a material obligation under a distributor license
agreement or a customer license agreement affecting the Joint Offering, and
cooperate in any legal action to prevent or stop unauthorized use, reproduction
or distribution of the Joint Offering.


15.6    Reverse Engineering and Modification Prohibition. 



C1 agrees not to reverse engineer, decompile, or disassemble
the SAP Applications or the Professional Editions of the Electronic Procurement
Applications.  C1 agrees not to create derivative works based on the SAP
Applications or the Professional Editions of the Electronic Procurement
Applications at any time without written consent from SAP, except that C1 may bundle or
integrate the SAP Applications and the MarketBuyer Professional Edition with the
C1 Technology as part of the Joint Offering.  C1 shall obtain written
commitments from customers not to: (i) reverse engineer, decompile,
disassemble the SAP Applications or the Professional Editions of the Electronic
Procurement Applications; (ii) create derivative works based on the SAP
Applications or the Professional Editions of the Electronic Procurement
Applications; or (iii) modify the SAP Applications or the Professional
Editions of the Electronic Procurement Applications without written permission
from SAP, prior to the release of the SAP Applications and the Professional
Editions of the Electronic Procurement Applications to such customers, to the
extent permitted by applicable laws.


SAP agrees not to reverse engineer, decompile, or disassemble
the C1 Technology or the Desktop Editions of the Electronic Procurement
Applications.  SAP agrees not to create derivative works based on the C1
Technology or the Desktop Editions of the Electronic Procurement Applications at
any time without written consent from C1, except that SAP may bundle or
integrate the C1 Technology or the MarketBuyer Desktop Edition with the SAP
Applications as part of the Joint Offering.  SAP shall obtain written
commitments from customers not to: (i) reverse engineer, decompile,
disassemble the C1 Technology or the Desktop Editions of the Electronic
Procurement Applications; (ii) create derivative works based on the C1
Technology or the Desktop Editions of the Electronic Procurement Applications;
or (iii) modify the C1 Technology or the Desktop Editions of the Electronic
Procurement Applications without written permission from C1, prior to the
release of the C1 Technology or the Desktop Editions of the Electronic
Procurement Applications to such customers, to the extent permitted by
applicable law.





	EXISTING PARTNERS.

The Parties will enter into arrangements with the Parties'
existing partners to enable (i) SAP and C1 to license directly the Joint Offering
in all territories with the cooperation, participation and sales and marketing
support of relevant existing partners, and (ii) for such regional
marketplace partners to obtain preferred status as a provider of business
services and/or hosting services related to the Joint Offering within their
respective territories or vertical industries (subject to resolution of any
overlaps).


The Parties will use their reasonable best efforts to enter
into arrangements with each of C1 and SAP'S existing partners (including,
specifically without limitation, C1's Global Trading Web marketplace partners)
to enable (i) SAP and C1 to license directly the Joint Offering in all
territories with the cooperation, participation and sales and marketing support
of relevant existing Global Trading Web partners, (ii) for such GTW
regional and vertical marketplace partners to obtain preferred status as a
provider of business services and/or hosting services related to the Joint
Offering within their respective territories or vertical industries (subject to
resolution of any overlaps), and (iii) to create a joint go-to-market
distribution strategy for the sale of the EnterpriseBuyer Desktop Edition and
the EnterpriseBuyer Professional Edition. The Parties agree to negotiate in good
faith, as part of the initial launch of the Joint Offering, with the GTW such
existing partners to license the MarketSet solution Joint Offering to each
partner.  In connection with the licensing of the Joint Offering by C1 or SAP to
each of the partners, or in the alternative in connection with the
establishment of other mutually beneficial distribution arrangements with each
of the partners, the parties agree and to negotiate in good faith with each such
partner to establish agree upon appropriate distribution strategies/referral
relationships that leverage the relative strengths of each of the parties, all
with the goal of supporting each such existing GTW marketplaces partner's
horizontal or vertical marketplace marketplaces and driving mutual business
opportunities (including, without limitation, driving buyer and supplier
participation to such partner's GTW marketplaces).



	INTERFACE LICENSING.

17.1    C1 License of Interfaces to
SAP. 

C1 hereby grants to SAP a perpetual license to all Interfaces
developed by C1 for the Joint Offering and owned by C1, subject only to the
payment by SAP of the amounts provided in this Agreement.  Such license shall be
unrestricted as to field of use, except for those limitations set forth in this
Agreement.  C1 also hereby grants to SAP a non-exclusive, perpetual,
non-terminable, fully sublicensable right, under any patents issued anywhere in the
world for which C1 is or becomes the beneficial or legal owner related to
Interfaces which were reduced to practice in the course of the Development
Effort, to make, have made, practice, have practiced, use, lease, sell and
otherwise transfer any and all inventions, methods or processes which are the
subject of any claim of any such patent for such Interface.


17.2    SAP License of Interfaces to
C1. 


SAP hereby grants to C1 a perpetual license to all Interfaces
developed by SAP for the Joint Offering and owned by SAP, subject only to the
payment by C1 of the amounts provided in this Agreement.  Such license shall be
unrestricted as to field of use, except for those limitations set forth in this
Agreement.  SAP also hereby grants to C1 a non-exclusive, perpetual,
non-terminable, fully sublicensable right, under any patents issued anywhere in the
world for which SAP is or becomes the beneficial or legal owner related to those
interfaces which were reduced to practice in the course of the Development
Effort, to make, have made, practice, have practiced, use, lease, sell and
otherwise transfer any and all inventions, methods or processes which are the
subject of any claim of any such patent for such interface.






	INTELLECTUAL PROPERTY RIGHTS.

18.1    Ownership of Intellectual
Property Rights in and to the Joint Offering. 

Neither SAP nor C1 shall acquire any Intellectual Property
Rights into the Joint Offering as a whole.  Each of the Parties hereby covenants
that it shall not register, or attempt to, any Intellectual Property Rights in
and to the Joint Offering as a whole under any jurisdiction in the world, except
as may be agreed upon by the Parties in a written agreement.


18.2    Preexisting Software. 


18.2.1     C1 Proprietary Rights to its Preexisting
Software. 

Title to and ownership in and to any of the preexisting C1
Technology and the Desktop Editions of the Electronic Procurement Applications
and associated software whether in machine-readable or printed form, and
including, without limitation, the C1 Technology and the Desktop Editions of the
Electronic Procurement Applications provided by C1 hereunder, and any derivative
works thereof, compilations, or collective works thereof and all related
technical know-how and all Intellectual Property Rights therein, are and shall
remain the exclusive property of C1 and its suppliers. SAP shall not take any
action to jeopardize, limit or interfere in any manner with Cl's ownership of
and rights with respect to the preexisting C1 Technology, the Desktop Editions
of the Electronic Procurement Applications, and the associated software.  SAP
shall have only those limited rights to use the preexisting C1 Technology, the
Desktop Editions of the Electronic Procurement Applications, and the associated
software expressly granted to it pursuant to this Agreement.


18.2.2     SAP Proprietary Rights to its Preexisting Software. 



Title to and ownership in and to any of the preexisting SAP
Applications, the Professional Editions of the Electronic Procurement
Applications, and the associated software whether in machine-readable or printed
form, and including, without limitation, the SAP Applications and the
Professional Editions of the Electronic Procurement Applications provided by SAP
AG and/or SAPMarkets hereunder and any derivative works thereof, compilations,
or collective works thereof and all related technical know-how and all
Intellectual Property Rights therein, are and shall remain the exclusive
property of SAP AG and/or SAPMarkets and its supplies.  C1 shall not take any
action to jeopardize, limit or interfere in any manner with SAP'S ownership of
and rights with respect to the preexisting SAP Applications, the Professional
Editions of the Electronic Procurement Applications, and the associated
software.  C1 shall have only those limited rights to use the preexisting SAP
Applications, the Professional Editions of the Electronic Procurement
Applications, and the associated software expressly granted to it pursuant to
this Agreement.




18.3    NetMarket Maker Solution. 


Title to and ownership in and to the NetMarket Maker Solution
and any related developed software and any associated software whether in
machine-readable or printed form provided by C1 hereunder, and any derivative
works thereof, compilations, or collective works thereof and all related
technical know-how and all Intellectual Property Rights therein, are and shall
remain the exclusive property of C1 and its suppliers.  SAP shall not take any
action to jeopardize, limit or interfere in any manner with Cl's ownership of
and rights with respect to the NetMarket Maker Solution.  SAP shall have only
those limited rights to use the NetMarket Maker Solution and associated software
expressly granted to it pursuant to this Agreement.


18.4    Ownership of Developed Software. 


18.4.1     Professional Editions of the Electronic Procurement Applications. 


SAP shall own all Intellectual Property Rights in and to the
Professional Editions of the Electronic Procurement Applications.  C1 shall
assign and transfer to SAP all Intellectual Property Rights it may have in the
Professional Editions of the Electronic Procurement Applications provided that
C1 has received the licensing rights, granted by SAP as set forth in Section
15.2, in and to the Professional Editions of the Electronic Procurement
Applications (and any subsequent versions released during the three (3) year
period from the termination of this Agreement).

18.4.2     Desktop Editions of the Electronic Procurement Applications. 


C1 shall own all Intellectual Property Rights in and to the
Desktop Editions of the Electronic Procurement Applications.  SAP shall assign
and transfer to C1 all Intellectual Property Rights it may have in the Desktop
Editions of the Electronic Procurement Applications provided that SAP has
received the licensing rights, granted by C1 as set forth in Section 15.1, in
and to the Desktop Editions of the Electronic Procurement Applications (and any
subsequent versions released during the three (3) year period from the
termination of this Agreement).


18.4.3     Auction Software. 

C1 shall own all Intellectual Property Rights in and to the
Auction Technology and SAP shall assign and transfer to C1 all Intellectual
Property Rights it may have in the Auction Technology provided that that SAP has
received the licensing rights, granted by C1 as set forth in Section 15.1,
in and to the Auction Technology (and any subsequent versions released during
the three (3) year period from the termination of this Agreement).


18.4.4     CBL Extensions. 

Ownership of Intellectual Property Rights in and to the CBL
extensions that may be jointly developed shall be in accordance with the Joint
Development Agreement.


18.4.5     User Interface. 


The user interface for the Joint Offering shall be jointly
developed by the Parties utilizing SAP'S workplace technology and Cl's Portal
Builder technology, provided the Parties reach mutual agreement on joint
branding.

The jointly developed user interface shall be jointly owned
by the Parties provided, however, that the term "user interface," for
purposes of this sentence, shall not include (i) any proprietary elements
of the SAP Workplace technology which shall be licensed to C1 in accordance with
the terms set forth in Section 15 of this Agreement, and (ii) any
proprietary elements of the C1 Portal builder technology which shall be licensed
to SAP in accordance with the terms set forth in Section 15 of this
Agreement.



18.5    Ownership of Other Jointly Developed Software other than as per Section 18.3. 


The Parties agree that all matters related to the ownership
of new jointly developed technology and/or software other than the technology
and/or software described in Section 18.3 shall be decided by the
Development Committee.

The Parties agree that, upon attribution of ownership of a
new jointly developed software to a Party, the other Party shall be granted a de
jure licensing right in and to such new jointly developed software in accordance
with the terms and conditions of this Agreement.


18.6    Residual Knowledge. 


Except as provided in this Section 18, neither Party
transfers, assigns or grants to the other Party any ownership or exclusive
license to any (i) data processing ideas, (ii) programming techniques,
(iii) e-commerce consulting methodologies, and (iv) systems
integration techniques.  Both Parties agree that the other Party shall have the
right to continue to use any residual knowledge for its own benefit in
developing its own business provided that the confidential nature of such
residual knowledge is maintained and provided that both Parties comply with
their obligations set forth in Section 7.


18.7    Developed Software Materials. 


Upon attribution of the related Intellectual Property Rights
by the Development Committee, the Parties shall place an appropriate electronic
plaque, emblem and/or decal thereon, including evidence of the designated
Party's ownership of related materials while in the possession of the other
Party.


18.8    Third-Party Software. 


Rights to third party software shall be governed by the
license agreements with third party licensors.


18.9    Proprietary Notices. 


18.9.1     No Alteration of Notices. 

The Parties and their employees and agents shall not remove
or alter any trademark, trade name, copyright, or other proprietary notices,
legends, symbols, or labels appearing on or in copies of the C1 Technology
and/or the SAP Applications, the Electronic Procurement Applications and/or the
NetMarket Maker Solution as delivered by one Party to the other and shall use
the same notices, legends, symbols, or labels in and on copies of the C1
Technology and/or the SAP Applications and associated software as are contained
in and on such of the C1 Technology and/or the SAP Applications and associated
software.


18.9.2     Notice. 


Each portion of the of the C1 Technology and/or the SAP
Applications and associated software reproduced by SAP and/or C1 shall include
the intellectual property notice or notices appearing in or on the corresponding
portion of such materials as delivered by C1 and/or SAP hereunder. 

The Parties shall ensure that all copies of the of the C1
Technology and/or the SAP Applications as used or licensed pursuant to this
Agreement conspicuously display the following notice: Copyright (2000 (or other
appropriate year(s)), [Cl /SAP].  All Rights Reserved.





	WARRANTIES.

19.1    Warranties.

19.1.1     Conformity to Specifications.

For a period of six (6) months from delivery to the
applicable customer, each Party warrants to the other Parties that its technical
components included within the Joint Offering and the Electronic Procurement
Applications shall substantially  comply with the technical specifications set
forth in the applicable product documentation agreed upon by the Development
Committee.  For a period of ninety (90) days from delivery to the applicable
customer, C1 warrants to SAP that its technical components included within the
NetMarket Maker Solution shall substantially comply with the technical
specifications set forth in the applicable product documentation.  If a Party
discovers any defects or non conformities in any such components, the
discovering Party shall notify, in writing within thirty (30) business days from
discovery, the Party that owns and delivers the defective technical
component.

19.1.2     Remedy.

Should any technical component included within the Joint
Offering, the Electronic Procurement Applications or the NetMarket Maker
Solution fail to meet the warranty standard set out in Section 19.1.1
above, the owning Party's obligation shall be, at its option, to bring the
performance of the technical component into substantial compliance with the
technical specifications or to replace the defective technical component.  In
the event such Party fails to do so within a reasonable period of time, not to
exceed ninety (90) days after receipt of the written notice of such
noncompliance, the notifying Party may terminate this agreement pursuant to
Section 23.3 hereof.

19.1.3     Costs.

Any Party receiving notice of a defect shall pay for all
related expenses (including without limitation labor and travel expenses)
necessary to fulfill its warranty obligations under this Agreement.

19.1.4     Year 2000.

Cl represents and warrants that the C1 Technology, the
Desktop Editions of the Electronic Procurement Applications, and the NetMarket
Maker Solution and SAP represents and warrants that the SAP Applications and the
Professional Editions of the Electronic Procurement Applications are, and in
future releases will be, Year 2000 Compliant.  As used in this Agreement,
"Year 2000 Compliant" shall mean the ability of the Party's respective
technology to provide the following functions:




	  consistently handle date information, including but not
limited to accepting date input, providing date output, and performing
calculations on dates or portions of dates; 


	  respond to two-digit year-date input in a way that
resolves the ambiguity as to century in a disclosed, defined, and predetermined
manner; and


	  store and provide output of date information in ways that
are unambiguous as to century.

19.2    Disclaimer of Warranties.



EXCEPT FOR THE FOREGOING, NEITHER C1 NOR SAP MAKES ANY OTHER
WARRANTIES TO THE OTHER WITH RESPECT TO THE OPERATION OR PERFORMANCE OF ANY OF
THE SOFTWARE DEVELOPED OR LICENSED BY EITHER PARTY TO THE OTHER PURSUANT TO THIS
AGREEMENT, AND C1 AND SAP EACH HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.






	REPRESENTATIONS & COVENANTS.

20.1    C1.

C1 represents and covenants to SAP that (i) it has full
power and authority to enter into and perform this Agreement; (ii) it owns
or has obtained the necessary rights, title and interest in the C1 Technology,
the NetMarket Maker Solution and the Desktop Editions of the Electronic
Procurement Applications, including any third party technology embedded therein;
(iii) there are no pending material patent, copyright, trademark or other
intellectual property infringement claims against any Intellectual Property
Rights of C1 with respect to the C1 Technology, the NetMarket Maker Solution
and the Desktop Editions of the Electronic Procurement Applications in the
Intellectual Property Territories, and (iv) that its performance of the
obligations under this Agreement does not and shall not violate any applicable
law, rule, or regulation; any contracts with third parties; or any third party
rights in any patent, trademark, copyright, trade secret, or any other
proprietary right in the Intellectual Property Territories.


20.2    SAP.


SAP represents and covenants to C1 that (i) it has full
power and authority to enter into and perform this Agreement; (ii) it owns
or has obtained the necessary rights, title and interest in the SAP Applications
and the Professional Editions of the Electronic Procurement Applications,
including any third party technology embedded therein; (iii) there are no
pending material patent, copyright, trademark or other intellectual property
infringement claims against any Intellectual Property Rights of SAP with respect
to the SAP Applications and the Professional Editions of the Electronic
Procurement Applications in the Intellectual Property Territories and
(iv) that its performance of the obligations under this Agreement does not
and shall not violate any applicable law, rule, or regulation; any contracts
with third parties; or any third party rights in any patent, trademark,
copyright, trade secret, or any other proprietary right in the Intellectual
Property Territories.





	INDEMNIFICATION.

21.1    Intellectual Property Indemnity
from C1. 

C1 agrees to defend and indemnify SAP against any and all
liability, loss, damage, cost and expense (including cost of defense and
reasonable attorney's fees) which SAP may hereafter suffer itself or pay out to
another by reason of any claim, or actions arising out of such claim, filed and
originating in the Intellectual Property Territories that the Cl Technology, the
MarketSite Software, the NetMarket Maker Solution or the Desktop Editions of the
Electronic Procurement Applications infringe any patent, copyright, trademark,
trade secret or other intellectual property right of a third party or the use or
disclosure by C1 or its representatives of proprietary information or trade
secrets of others.


Cl's obligations under this Section 21.1 are subject to
the following conditions and obligations of SAP: (i) SAP agrees to notify
promptly C1 upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement; (ii) SAP shall
permit C1 to have the sole right to control the defense of any such claim;
(iii) SAP agrees to provide reasonable assistance to C1 at Cl's expense, in
the defense of same; and (iv) SAP will not enter into any settlement
agreement or otherwise settle any such claim without Cl's express prior consent
or request. SAP may, at its own expense, participate in the defense of any such
claim or action.

In addition to its obligations set forth in this
Section 21.1, C1 agrees that in the event SAP is enjoined from using any C1
Technology, the MarketSite Software, the Desktop Editions of the Electronic
Procurement Applications or the NetMarket Maker Solution provided as part of the
Joint Offering or licensed to SAP pursuant to this Agreement, C1 shall, at its
expense, (i) replace or modify the infringing portion of the C1 Technology,
the MarketSite Software, the Desktop Editions of the Electronic Procurement
Applications and the NetMarket Maker Solution so it becomes non-infringing, yet
functionally equivalent or (ii) procure for SAP the right to continue using
the C1 Technology, the MarketSite Software, the Desktop Editions of the
Electronic Procurement Applications and the NetMarket Maker Solution.

21.2    Intellectual Property Indemnity
from SAP. 

SAP agrees to defend and indemnify C1 against any and all
liability, loss, damage, cost and expense (including cost of defense and
reasonable attorney's fees) which C1 may hereafter suffer itself or pay out to
another by reason of any claim, or actions arising out of such claim, filed and
originating in the Intellectual Property Territories that the SAP Applications
or Professional Editions of the Electronic Procurement Applications infringe any
patent, copyright, trademark, trade secret or other intellectual property right
of a third party or the use or disclosure by SAP or its representatives of
proprietary information or trade secrets of others.


SAP'S obligations under this Section 21.2 are subject to
the following conditions and obligations of C1: (i) C1 agrees to notify
promptly SAP upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement; (ii) C1 shall
permit SAP to have the sole right to control the defense of any such claim;
(iii) C1 agrees to provide reasonable assistance to SAP at SAP'S expense,
in the defense of same; and (iv) C1 will not enter into any settlement
agreement or otherwise settle any such claim without SAP'S express prior consent
or request. C1 may, at its own expense, participate in the defense of any such
claim or action.


In addition to its obligations set forth in this
Section 21.2, SAP agrees that in the event C1 is enjoined from using any
SAP Applications or the Professional Editions of the Electronic Procurement
Applications provided as part of the Joint Offering or licensed to C1 pursuant
to this Agreement, SAP shall, at its expense, (i) replace or modify the
infringing portion of the SAP Applications and the Professional Editions of the
Electronic Procurement Applications so it becomes non-infringing, yet
functionally equivalent or (ii) procure for C1 the right to continue using
the SAP Applications and the Professional Editions of the Electronic Procurement
Applications.


21.3    Customer Indemnity. 


21.3.1     From SAP. 

SAP agrees to indemnify C1 against any and all liability,
loss, damage (including but not limited to damages resulting from rescission of
contract or reduction of License Fees), cost and expense (including cost of
defense and reasonable attorney's fees), as awarded pursuant to a final,
non-appealable judgment obtained from a court of competent jurisdiction, or pursuant
to mutual agreement of the Parties which C1 may hereafter suffer itself or pay
out to a customer of the Joint Offering or of the Professional Editions of the
Electronic Procurement Applications by reason of a claim brought against C1 by
such customer of the Joint Offering because of SAP's material breach of the
warranties set forth in the end user agreement and for which SAP is responsible
provided that (i) such warranties do not exceed the scope of the warranties
set forth in Section 19.1, and (ii) such incurred liability can
not be limited contractually under mandatory law, and (iii) C1 used
its best efforts to mitigate such liability.

SAP's obligations under this Section 21.3 are subject to
the following conditions and obligations of C1: (i) C1 agrees to notify
promptly SAP upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement; (ii) C1 shall
permit SAP to have the sole right to control the defense of any such claim;
(iii) C1 agrees to provide reasonable assistance to SAP at SAP'S expense,
in the defense of same; (iv) C1 provides sufficient evidence of the
impossibility of limiting the incurred liability under applicable laws, and
(v) C1 will not enter into any settlement agreement or otherwise settle any
such claim without SAP'S express prior consent or request. C1 may, at its own
expense, participate in the defense of any such claim or action.


21.3.2     From C1. 


C1 agrees to indemnify SAP against any and all liability,
loss, damage (including but not limited to damages resulting from rescission
of contract or reduction of License Fees), cost and expense (including cost of
defense and reasonable attorney's fees), as awarded pursuant to a final,
non-appealable judgment obtained from a court of competent jurisdiction, or pursuant
to mutual agreement of the Parties, which SAP may hereafter suffer itself or pay
out to a customer of the Joint Offering, or of the Desktop Editions of the
Electronic Procurement Applications or of the NetMarket Maker Solution by reason
of a claim brought against SAP by such customer of the Joint Offering because of
C1's material breach of the warranties set forth in the end user agreement and
for which C1 is responsible provided that (i) such warranties do not exceed
the scope of the warranties set forth in Section 19.1, and
(ii) such incurred liability can not be limited contractually under
mandatory law, and (iii) SAP used its best efforts to mitigate such
liability.


Cl's obligations under this Section 21.3 are subject to
the following conditions and obligations of SAP: (i) SAP agrees to notify
promptly C1 upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement; (ii) SAP shall
permit C1 to have the sole right to control the defense of any such claim;
(iii) SAP agrees to provide reasonable assistance to SAP at SAP's expense,
in the defense of same; (iv) SAP provides sufficient evidence of the
impossibility of limiting the incurred liability under applicable laws, and
(v) SAP will not enter into any settlement agreement or otherwise settle
any such claim without Cl's express prior consent or request. SAP may, at its
own expense, participate in the defense of any such claim or action.




21.4    General Indemnity. 


C1 agrees to defend and indemnify SAP and its directors,
officers and employees against all liability, loss, damage, costs and expenses
(including cost of defense and reasonable attorneys' fees) which any or all of
them may hereafter suffer themselves or pay out to another by reason of any
claim, action, or right of action, at law or in equity because of any injury,
including death, to persons or damage to tangible property (excluding data or
any similar concept) which arises out of or is in connection with the
performance of this Agreement to the extent caused by the negligence or willful
misconduct of C1, its employees or agents.

SAP agrees to defend and indemnify C1 and its directors,
officers and employees against all liability, loss, damage, costs and expenses
(including cost of defense and reasonable attorneys' fees) which any or all of
them may hereafter suffer themselves or pay out to another by reason of any
claim, action, or right of action, at law or in equity because of any injury,
including death, to persons or damage to tangible property (excluding data or
any similar concept) which arises out of or is in connection with the
performance of this Agreement to the extent caused by the negligence or willful
misconduct of SAP, its employees, or agents.


21.5    Distribution Indemnity. 


21.5.1     From SAP. 

SAP agrees to indemnify C1 against any and all liability,
loss, damage (including but not limited to damages resulting from rescission of
contract or reduction of License Fees), cost and expense (including cost of
defense and reasonable attorney's fees), as awarded pursuant to a final,
non-appealable judgment obtained from a court of competent jurisdiction or pursuant
to the mutual agreement of the Parties, which C1 may hereafter suffer itself or
pay out to any of its customers or business partners by reason of a claim
brought against C1 by any third party because of (i) SAP's material breach
of the distribution restrictions imposed on SAP by C1 under this Agreement, or
(ii) SAP's Subsidiaries, Affiliates or distributors breach of the
distribution provisions of this Agreement.


SAP's obligations under this Section 21.5 are subject to
the following conditions and obligations of C1: (i) C1 agrees to notify
promptly SAP upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement, (ii) C1 shall
permit SAP to have the sole right to control the defense of any such claim,
(iii) C1 agrees to provide reasonable assistance to SAP at SAP's expense,
in the defense of same, (iv) C1 provides sufficient evidence of the
impossibility of limiting the incurred liability under applicable laws, and
(v) C1 will not enter into any settlement agreement or otherwise settle any
such claim without SAP's express prior consent or request.  C1 may, at its own
expense, participate in the defense of any such claim or action.


21.5.2     From C1. 


C1 agrees to indemnify SAP against any and all liability,
loss, damage (including but not limited to damages resulting from rescission of
contract or reduction of license Fees), cost and expense (including cost of
defense and reasonable attorney's fees), as awarded pursuant to a final,
non-appealable judgment obtained from a court of competent jurisdiction or pursuant
to the mutual agreement of the Parties, which SAP may hereafter suffer itself or
pay out to its customers or business partners by reason of a claim brought
against SAP by any third party because of (i) C1's material breach of the
distribution restrictions imposed on C1 by SAP under this Agreement, or
(ii) C1's Subsidiaries, Affiliates or distributors breach of the
distribution provisions of this Agreement.

C1's obligations under this Section 21.5 are subject to
the following conditions and obligations of SAP: (i) SAP agrees to notify
promptly C1 upon knowledge of any claim, suit, action, or proceeding for which
it may be entitled to indemnification under this Agreement, (ii) SAP shall
permit C1 to have the sole right to control the defense of any such claim,
(iii) SAP agrees to provide reasonable assistance to SAP at SAP's expense,
in the defense of same, (iv) SAP provides sufficient evidence of the
impossibility of limiting the incurred liability under applicable laws, and
(v) SAP will not enter into any settlement agreement or otherwise settle
any such claim without C1's express prior consent or request.  SAP may, at its
own expense, participate in the defense of any such claim or action.






	LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.

22.1    Limitation of Liability.


UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S TOTAL LIABILITY
OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORUM
AND REGARDLESS OF WHETHER' ANY ACTION OR CLAIM IS BASED IN CONTRACT, TORT
NEGLIGENCE OR OTHERWISE, EXCEED THE .SUM OF TWENTY MILLION DOLLARS
($20,000,000).

22.2    Exclusion of Damages.


NEITHER PARTY HERETO SHALL, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL
OR EXEMPLARY DAMAGES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
OCCURRING, EXCEPT FOR DAMAGES RESULTING FROM BREACH OF SECTION 23 HEREOF.

22.3    NetMarket Maker Solution
Indemnification.

Notwithstanding anything to the contrary, Cl's limited
indemnification obligations (as set forth in Section 21) related to the
NetMarket Maker Solution shall not apply to third party claims filed and
originating outside of the Intellectual Property Territories.


22.4    Exceptions.



THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SET
FORTH IN SECTIONS 22.1 AND 22.2 SHALL NOT OPERATE TO LIMIT (a) AMOUNTS
ACTUALLY DUE AND PAYABLE PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT, OR
(b) AMOUNTS DUE AND PAYABLE PURSUANT TO SECTIONS 21.1, 21.2, 21.3, 21.4
(FOR PERSONAL INJURY OR DEATH ONLY), 21.5 AND 23 OF THIS AGREEMENT.




	CONFIDENTIALITY.

23.1    Confidential
Information. 

As used herein, "Confidential Information" shall
mean, without limitation, any non-public communications, written or oral,
involving a Party's non-public business information, technical information or
data, however embodied, marketing plans, financial information and strategic
plans or any other information identified in writing as confidential or
proprietary.



23.2    Confidential
Obligations. 


The Parties hereby covenant and agree that, except as required by
law and as provided in this Section, they shall not disclose the terms and
conditions of this Agreement (including, but not limited to, the names of the
Parties and the payment terms) to any other person or entity (other than their
counsel and auditors) without obtaining the prior written consent of the other
Party, except to the extent necessary to effect the transactions and actions
contemplated herein. 


Each Party may furnish to the other Party in connection with
this Agreement certain Confidential Information.  The Party disclosing such
Confidential Information is referred to as the "Disc1oser", and the
Party receiving such Confidential Information is referred to as the
"Recipient."  Each Party agrees that it shall keep in confidence and
prevent the acquisition, disclosure, use or misappropriation by any person or
persons of Confidential Information which is received from the other under this
Agreement, provided, however, that neither Party shall be liable for disclosure
of any such information if the same is disclosed with the prior written approval
of the other Party.  Each Party agrees that if it breaches the provisions of
this section, the Discloser of the Confidential Information may suffer
irreparable injury and shall be entitled to seek a temporary and permanent
injunction, in addition to the other remedies for breach of the Agreement. 

Recipient shall use the same care and discretion to avoid
disclosure, publication or dissemination of Confidential Information as it uses
with its own similar confidential information that it does not wish to disclose,
publish or disseminate provided that Recipient shall use at least reasonable
care.  The Confidential Information is not to be disclosed to any persons other
than the employees of the Recipient who have a need to know.  Except as
expressly provided by this Agreement, Recipient shall not use Confidential
Information in any manner, nor use it for the benefit of anyone but Discloser.


The obligations of Recipient with respect to any particular
portion of Confidential Information shall terminate or shall not attach, as the
case may be, when any of the following occurs: (i) it was in the public
domain at the time of Discloser's communication thereof to Recipient;
(ii) it entered the public domain through no fault of Recipient subsequent
to the time of Discloser's communication thereof to Recipient; (iii) it was
in Recipient's possession free of any obligation of confidence at the time of
Discloser's communication thereof to Recipient; (iv) it was independently
developed by Recipient; or (v) its disclosure is required pursuant to
applicable law (including securities laws) or by a court or government order and
Discloser has been given reasonable notice of such order and a reasonable
opportunity to seek a protective order.

All such Confidential Information shall remain the exclusive
property of Discloser.  The confidentiality obligations shall survive any
termination of this Agreement and shall continue for so long as the
Confidential Information is the property of Discloser or for as long as
otherwise permitted by law.






	AUDIT RIGHTS.

C1 and SAP agree to allow mutually acceptable independent CPA
auditors, which auditors shall not be compensated on a contingency basis and
shall be bound to keep all information confidential except as necessary to
disclose discrepancies to the other Party, to audit and analyze relevant
accounting records of each other to ensure compliance with all terms of this
Agreement.  Any such audit shall be permitted within thirty (30) days of one
Party's receipt from the other of a written request to audit, during normal
business hours, at a time mutually agreed upon.  The cost of such an audit shall
be borne by the requesting Party unless a material discrepancy is found, in
which case the cost of the audit shall be borne by the other Party.  A
discrepancy shall be deemed material if it involves a payment or adjustment of
more than ten percent (10%) of the amount actually due from the paying Party in
any given quarter.  Audits shall occur no more frequently than once per calendar
year and shall not interfere unreasonably with the audited Party's business
activities and shall be conducted in the audited Party's facilities during
normal business hours on reasonable notice.  An audit may cover any period;
provided that: (i) the period has not been previously audited; and
(ii) the period under audit is within a three (3) year period immediately
preceding the commencement of the audit.  A Party shall promptly reimburse the
other for the amount of any discrepancy arising out of such audit which
indicates that such Party is owed amounts hereunder as well as the costs of the
audit, if applicable, as provided above.  Any dispute pursuant to this provision
is subject to the provisions of Section 30.12 hereof.

For a period of at least six (6) years following the date of
termination or expiration of this Agreement, C1 and SAP shall keep available for
inspection by SAP or C1 (as applicable) and its representatives for any
reasonable purpose all records, files, documents and correspondence relating to
the Joint Offering.





	TERM & TERMINATION.

25.1    Term. 

This Agreement shall remain in full force and effect for a
period of three (3) years following the Effective Date unless earlier terminated
in accordance with this Section.  This Agreement may be renewed upon the mutual
agreement of the Parties.

25.2    Termination for Convenience. 


This Agreement may be terminated for convenience by either
Party at any time upon a six (6) month prior written notice.

25.3    Termination for Material
Breach. 

Either Party may terminate this Agreement by giving thirty
(30) days' prior written notice to the other Party upon the occurrence of a
material breach by such other Party of the terms of this Agreement unless such
breach is cured within such thirty (30) day period.  

25.4    Termination as a Result of
Bankruptcy. 

This Agreement may be terminated by either Party effective
immediately and without any requirement of notice, in the event that
(i) the other Party files a petition, in bankruptcy, seeking any
reorganization, arrangement, composition, or similar relief under any law
regarding insolvency or relief for debtors, or makes an assignment for the
benefit of creditors; (ii) a receiver, trustee, or similar officer is
appointed for the business or property of such Party; (iii) any involuntary
petition or proceeding, under bankruptcy or insolvency laws, is instituted
against such Party and not stayed, enjoined, or discharged within sixty (60)
days; or (iv) the other Party adopts a resolution for discontinuance of its
business or for dissolution.

25.5    Termination for Unresolved
Disputes. 

Either Party may terminate this Agreement upon a ninety (90)
day prior written notice to the other Party if a dispute brought through the
Executive Committee, Development Committee, or Sales and Marketing Committee
remains unresolved after completion of the dispute resolution procedures
identified in Section 1.1.6.


25.6    Termination for a Change of
Control. 

SAP may terminate this Agreement within three months of the
occurrence of any of the following transactions by Cl with a Competitor of SAP:
(i) a merger, consolidation or other business combination or transaction to
which C1 is a party if the stockholders of C1 immediately prior to the effective
date of such merger, consolidation or other business combination or transaction,
as a result of such share ownership, have beneficial ownership of voting
securities representing less than 50% of the Total Current Voting Power of the
surviving entity following such merger, consolidation or other business
combination or transaction; (ii) an acquisition by any person, entity or
13D Group of direct or indirect beneficial ownership of voting stock of C1
representing 50% or more of the Total Current Voting Power of C1; (iii) an
acquisition of direct or indirect beneficial ownership of voting stock of C1
representing 25% or more of the Total Current Voting Power of C1; or (iv) a
sale of all or substantially all of the assets of C1.  If C1 enters into one the
transactions described in (i), (ii), (iii) or (iv) with a Competitor of SAP and
SAP elects to terminate the Agreement pursuant to this Section, all the
licensing rights provided by SAP to C1 and by C1 to SAP pursuant to this
Agreement shall immediately terminate upon the receipt of notice by C1 or its
successor.

C1 may terminate this Agreement within three months of the
occurrence of any of the following transactions by SAP with a Competitor of C1:
(i) a merger, consolidation or other business combination or transaction to
which SAPMarkets is a party if the stockholders of SAPMarkets immediately prior
to the effective date of such merger, consolidation or other business
combination or transaction, as a result of such share ownership, have beneficial
ownership of voting securities representing less than 50% of the Total Current
Voting Power of the surviving entity following such merger, consolidation or
other business combination or transaction; (ii) an acquisition by any
person, entity or 13D Group of direct or indirect beneficial ownership of voting
stock of SAPMarkets representing 50% or more of the Total Current Voting Power
of SAPMarkets; (iii) an acquisition of direct or indirect beneficial
ownership of voting stock of SAPMarkets representing 25% or more of the Total
Current Voting Power of SAPMarkets; or (iv) a sale of all or substantially
all of the assets of SAP AG or SAPMarkets.  If SAPMarkets enters into one the
transactions described in (i), (ii), (iii) or (iv) with a Competitor of C1 and
C1 elects to terminate the Agreement pursuant to this Section, all the licensing
rights provided by SAP to C1 and by C1 to SAP pursuant to this Agreement shall
immediately terminate upon the receipt of notice by C1 or its successor.

25.7    Survival. 

Sections 1, 5.1, 5.2, 7.1.1, 7.2.1, 12.1, 13, 14, 15, 17, 18,
19, 21, 22, 23, 24, 25.7, 25.8, 26, 27, and 30 shall survive any termination of
this Agreement and remain in full force and effect.

25.8    Limitation on Right To
Terminate Licenses. 


Except in the event that a Party fails to pay the fees
payable under Section 13 and except as provided in Section 15.1.2, a Party shall
have no right whatsoever to terminate or reduce the other Party's license rights
set forth in Sections 15 (except as provided in Section 15.1.2), 17 and 26 on
the basis of any alleged breach by a Party of any of its obligations pursuant to
this Agreement or for any other reasons (other than expiration pursuant to the
terms hereof), except to the extent permitted pursuant to a final, non-
appealable judgment obtained from a court of competent jurisdiction (as set
forth in Section 30.12) in litigation between SAP and C1.  Notwithstanding
anything to the contrary set forth in this Agreement, in the event one Party
("the injured Party") believes that the other Party ("the
breaching Party") has breached any obligations under this Agreement, other
than the payment obligations, until such time as a final judgment has been
obtained, the injured Party shall have no right to terminate or reduce such
licenses set forth in Sections 15 (excluding termination of SAP licensing rights
set forth in Section 15.1.2), 17 and 26, even if the injured Party has
terminated or purported to terminate this Agreement; and injured Party's sole
and exclusive remedy shall be to litigate the dispute, provided that nothing
contained herein shall be deemed to limit the injured Party's right to enforce
the limitations set forth in this Agreement on the scope or duration of such
licenses.  The breaching Party shall be entitled to seek injunctive relief to
prevent the injured Party from terminating or limiting such licenses in any way
other than as expressly allowed in this Section.






	POST-TERMINATION RIGHTS.

26.1    C1 Post Termination License
Rights. 

Following any expiration or termination of this Agreement
(except for a termination pursuant to Section 25.6), SAP shall grant to C1 a
non-exclusive, limited term object code license (not to exceed three (3) years)
to resell the SAP Applications and the MarketBuyer Professional Edition as part
of the Joint Offering and the Professional Editions of the Electronic
Procurement Application outside the scope of the Joint Offering, together with
any jointly owned technology, subject to payment by C1 of any fee structure in
place at the effective date of the termination of this Agreement.  C1 shall be
free to further develop and enhance the jointly owned technology for its own
account in all respects, shall be entitled to full ownership of any C1
separately developed code based on or derived from the jointly owned technology,
including without limitation any C1 separately developed modifications and
enhancements to the jointly owned technology, shall have no duty to account to
or pay SAP with respect to any use or exploitation of the jointly owned
technology, and shall not be subject to any limitations on field of use with
respect to the jointly owned technology.  Following any expiration or
termination of this Agreement, C1 shall have no rights of any kind to any
software developed by SAP which does not constitute the Joint Offering, the
Professional Editions of the Electronic Procurement Application, or jointly
owned technology.

26.2    SAP Post Termination License
Rights. 


Following any expiration or termination of this Agreement
(except for a termination pursuant to Section 25.6), C1 shall grant to SAP a
non-exclusive, limited term object code license (not to exceed three (3) years)
to resell the C1 Technology and the Desktop Editions of the Electronic
Procurement Application as part of the Joint Offering and the MarketBuyer
Desktop Edition outside the scope of the Joint Offering, together with any
jointly owned technology, subject to payment by SAP of any fee structure in
place at the effective date of the termination of this Agreement. SAP shall be
free to further develop and enhance the jointly owned technology for its own
account in all respects, shall be entitled to full ownership of any SAP
separately developed code based on or derived from the jointly owned technology,
including without limitation any SAP separately developed modifications and
enhancements to the jointly owned technology, shall have no duty to account to
or pay C1 with respect to any use or exploitation of the jointly owned
technology, and shall not be subject to any limitations on field of use with
respect to the jointly owned technology.  Following any expiration or
termination of this Agreement, SAP shall have no rights of any kind to any
software developed by C1 which does not constitute the Joint Offering, the
Desktop Editions of the Electronic Procurement Application, and including,
without limitation the NetMarket Maker Solution, or jointly owned
technology.






	SOURCE CODE ESCROW.

Within sixty (60) days after the Effective Date, the Parties
shall enter into a source code escrow agreement with an escrow agent acceptable
to both Parties.  Each Party shall deposit with the agent its technical
components and shall name the other Party as beneficiary.  Each Party shall be
responsible for updating the materials in the escrow.  The escrow agreement
shall provide for specific "Release Events" and each Party shall be
solely responsible for all costs and expenses associated with the escrow and the
escrow agreement.


	GLOBAL TRADING WEB (GTW).

The mySAP.com Marketplace shall become a member of the Global
Trading Web ("GTW) and SAP shall promote the GTW as the integrated global
trading network for marketplaces licensing the Joint Offering, in each case
provided that SAP and C1 reach mutual agreement on acceptable branding.  The
foregoing shall not prevent the Parties from cooperating with other global
trading networks upon specific, unsolicited customer request.



	STATUS.

29.1    C1 Status. 

In connection with this Agreement, C1 is an independent
contractor and as such will not have any authority to bind or commit SAP.
Nothing herein shall be deemed or construed to create a joint venture,
partnership, fiduciary or agency relationship between the Parties for any
purpose.  C1 shall provide all personnel required to perform its obligations
hereunder, which personnel may in some instances be employees of C1 and in other
instances may be independent contractors hired by C1 for the purpose of
performing specific obligations pursuant to this Agreement.  In either such
event, however, C1 shall be responsible to SAP for the completion of the
obligations to be performed pursuant to this Agreement and the persons
performing such obligations as representatives of C1 shall perform such
obligations under the direct control and supervision of C1 rather than SAP.
Neither C1 nor any of the personnel utilized by C1 in performing its obligations
under this Agreement shall be entitled to any rights or benefits made available
to SAP'S employees, nor shall such personnel be entitled to any direct or
indirect compensation or remuneration of any kind from SAP as a result of the
performance of this Agreement, except for Cl's obligations to pay fees to SAP as
per Section 13, and C1 shall be responsible for the compensation of such
personnel.

29.1    SAP Status. 



In connection with this Agreement, SAP is an independent
contractor and as such will not have any authority to bind or commit C1. Nothing
herein shall be deemed or construed to create a joint venture, partnership,
fiduciary or agency relationship between the Parties for any purpose.  SAP shall
provide all personnel required to perform its obligations hereunder, which
personnel may in some instances be employees of SAP and in other instances may
be independent contractors hired by SAP for the purpose of performing specific
obligations pursuant to this Agreement.  In either such event, however, SAP
shall be responsible to C1 for the completion of the obligations to be performed
pursuant to this Agreement and the persons performing such obligations as
representatives of SAP shall perform such obligations under the direct control
and supervision of SAP rather than C1.  Neither SAP nor any of the personnel
utilized by SAP in performing its obligations under this Agreement shall be
entitled to any rights or benefits made available to Cl's employees, nor shall
such personnel be entitled to any direct or indirect compensation or
remuneration of any kind from C1 as a result of the performance of this
Agreement, except for SAP'S obligations to pay fees to C1 as per Section 13, and
SAP shall be responsible for the compensation of such personnel.







	MISCELLANEOUS.

30.1    Other Remedies
Cumulative. 

Except where otherwise specified, the rights and remedies
granted to a Party under this Agreement are cumulative and in addition to, and
not in lieu of, any other rights or remedies which the Party may possess at law
or in equity, including, without limitation, rights or remedies under applicable
patent, copyright, trade secret or proprietary rights laws, rules or
regulations.

30.2    Public
Communications. 

No public announcements or public disclosure regarding this
relationship shall be made without the prior written agreement of the Parties.
The Parties will agree upon a joint press release upon the conclusion of this
Agreement or at such other time as the Parties may mutually determine and agree.


30.3    Section 365(n) of Bankruptcy
Code. 

All rights and licenses granted under or pursuant to this
Agreement by C1 to SAP or by SAP to C1 are, and shall otherwise be deemed to be,
for purposes of Section 365(n) of the United States Bankruptcy Code, 11 U.S.C.
Section 101, et seq. (the "Bankruptcy Code"), licenses of rights to
"intellectual property" as defined under Section 101(56) of the
Bankruptcy Code.  The Parties agree that C1 and SAP, as licensees of such rights
and licenses, shall retain and may fully exercise all of their respective rights
and elections under the Bankruptcy Code; provided such Party abides by the terms
of this Agreement.


30.4    Construction. 

All references in this Agreement to "Articles,"
"Article," "Attachments," "Section" and
"Sections" refer to the articles, sections and exhibits of this
Agreement.  As used in this Agreement, neutral pronouns and any variations
thereof shall be deemed to include the feminine and masculine and all terms used
in the singular shall be deemed to include the plural, and vice versa, as the
context may require.  The words "hereof," "herein" and
"hereunder" and other words of similar import refer to this Agreement
as a whole, as the same may from time to time be amended or supplemented, and
not to any subdivision contained in this Agreement.  The word
"including" when used herein is not intended to be exclusive and means
"including, without limitation."  The words "sell" or
"sold" when used herein is not intended as a sale of goods pursuant to
the terms of the U.N. Convention on Contracts for the International Sale of
Goods and when used with respect to software shall be considered a license and
no transfer of title to software shall be implied thereby.

30.5    Assignment. 

Except as set forth in this Section, neither Party shall
transfer or assign its rights or obligations under this Agreement without the
prior written consent of the other Party and any purported assignment in
violation of the foregoing shall be null and void provided that SAP AG and
SAPMarkets shall be free, without Cl's consent, to allocate between them any
ownership interests they may have in and to any technology developed by SAP
pursuant to this Agreement.  Either Party shall have the right to assign this
Agreement, as a whole, to any successor in interest to all or substantially all
of such Party's business or assets, whether by merger, reorganization, asset
sale or otherwise, subject to the provisions of Section 25.6.  Subject to the
foregoing, this Agreement will be binding upon and inure to the benefit of the
Parties hereto, their successors and assigns.

30.6    No Implied
Waivers. 

The delay or failure by either Party to exercise or enforce
any of its rights under this Agreement shall not constitute or be deemed a
waiver of that Party's right thereafter to enforce those rights, nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. 

30.7    Severability. 

If any term or provision of this Agreement is found by a
court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable, the same shall not affect the other terms or provisions hereof or
the whole of this Agreement, but such term or provision shall be deemed modified
to the extent necessary in the court's opinion to render such term or provision
enforceable, and the rights and obligations of the Parties shall be construed
and enforced accordingly, preserving to the fullest permissible extent the
intent and agreements of the Parties herein set forth.

30.8    Force Majeure. 

Except for payment of monies, neither Party shall be liable
for failure to fulfill its obligations under this Agreement or any statement of
work or amendment hereunder for delays in delivery due to causes beyond its
reasonable, control, including, but not limited to, acts of God, man-made or
natural disasters, earthquakes, fire, riots, flood, strikes or acts of war.  The
time for performance of any such obligation shall be extended for the time
period lost by reason of the delay.

30.9    Headings. 

Headings of Sections and Sub-sections herein are inserted for
convenience of reference only and shall not affect the construction or
interpretations of this Agreement.

30.10    Notice. 

Any notice or other communication given pursuant to this
Agreement shall be in writing and shall be effective either when delivered
personally to the Party for whom intended, or five (5) days following deposit of
the same into the United States mail (certified mail, return receipt requested,
or first class postage prepaid), facsimile (with confirmation of delivery) or
overnight delivery services (with confirmation of delivery), addressed to such
Party at the address set forth on the initial page of this Agreement.  Either
Party may designate a different address by notice to the other given in
accordance herewith.

30.11   Governing Law. 

This Agreement shall be governed by and construed in
accordance with the laws of New York, without giving effect to conflict of laws
rules.  The Parties expressly agree to exclude the application of the U.N.
Convention on Contracts for the International Sale of Goods (1980) to this
Agreement and the performance of the Parties contemplated herein, to the extent
that such convention might otherwise be applicable.

30.12    Exclusive
Jurisdiction. 

Any dispute or claim arising out of or in relation to this
Agreement, or the interpretation, making, performance, breach or termination
thereof, shall be subject to the exclusive jurisdiction of a federal or state
court located in New York City, NY.  The Parties may apply to any court of
competent jurisdiction for temporary or preliminary injunctive relief, without
breach of this Section 30.12.

30.13    Entire
Agreement. 

This Agreement sets forth the entire understanding between
the Parties hereto and supersedes all prior agreements, arrangements and
communications, whether oral or written, with respect to the subject matter
hereof.

30.14    Conflicting
Terms. 

The Parties agree that the terms and conditions of this
Agreement shall prevail, notwithstanding contrary or additional terms, in any
purchase order, sales acknowledgment, confirmation or any other document issued
by either Party effecting the purchase and/or sale of the Joint Offering.

30.15    Amendment By Written Agreement
Only. 

Neither this Agreement nor any statement of work may be
modified or amended except by the mutual written agreement of the Parties.  No
waiver of any provision of this Agreement shall be effective unless it is in
writing and signed by the Party against which it is sought to be enforced.

30.16    Standard Terms of A
Party. 

No terms, provisions or conditions of any purchase order,
acknowledgment or other business form that a Party may use in connection with
the acquisition or licensing of the software will have any effect on the rights,
duties or obligations of the Parties under, or otherwise modify, this Agreement,
regardless of any failure of a Party to object to such terms, provisions or
conditions.

30.17    Export of
Software. 

A Party may not export or re-export the Software without the
prior written consent of the other Party and without the appropriate United
States, German and other foreign government licenses, as applicable.

30.18    Export
Control. 

Each Party understands and acknowledges that the other Party
is subject to regulation by various applicable jurisdictions, including, the
Federal Republic of Germany and agencies of the United States Government,
including, but not limited to, the U.S. Department of Commerce, which prohibit
export or diversion of certain products and technology to certain countries.
Any and all obligations of C1 to C1 Technology, as well as any other technical
information or assistance of SAP to provide the Joint Offering as well as any
other technical information or assistance shall be subject in all respects to
such laws and regulations as shall from time to time govern the license and
delivery of technology and products abroad by persons subject to the
jurisdiction of the United States, including without limitation the U.S. Export
Administration Act of 1979, as amended, any successor legislation, and the
Export Administration Regulations issued by the U.S. Department of Commerce,
Bureau of Export Administration and all other applicable jurisdictions.  Each
Party agrees to cooperate with the other including without limitation, providing
required documentation, in order to obtain export licenses or exemptions
therefrom.  Each Party warrants that it will comply with the U.S. Export
Administration Regulations and any other applicable laws and regulations
governing exports in effect from time to time.

30.19    Governmental
Approvals. 

Each Party represents and warrants that it has obtained or
will obtain all required approvals of the applicable government worldwide in
connection with this Agreement and that the provisions of this Agreement and the
rights and obligations of the Parties hereunder, are enforceable under the
applicable laws.  If a Party deems that, in order to ensure compliance with
antitrust laws, it is necessary to effect a notification of this Agreement to
any competent antitrust authority (including, without limitation, a notification
to the European Commission under Regulation 17/62), then the Parties shall
cooperate to effect such notification provided nothing herein shall be construed
to create any obligation for a Party to effect such notification if such Party
believes, or has reason to believe, that such notification is or may be contrary
to its legal interests. 

30.20    Counterparts. 

This Agreement may be executed in counterparts, each of which
so executed will be deemed to be an original and such counterparts together will
constitute one and the same agreement.  


30.21    Non-solicitation. 


The Parties acknowledge and agree that the employees and
consultants of a Party who perform the development services or other services
are a valuable asset to such Party and are difficult to replace.  Accordingly,
the Parties agrees that, for a period of twelve (12) months after termination of
this Agreement, neither C1 nor SAP will solicit for employment as an employee,
independent contractor, or consultant to any of the other Party employees or
consultants who perform any of the development services or other material
services pursuant to this Agreement.  

30.22    FCPA. 

In conformity with the United States Foreign Corrupt
Practices Act and with their established corporate policies regarding foreign
business practices, the Parties and their employees and agents shall not
directly or indirectly make an offer, payment, promise to pay, or authorize
payment, or offer a gift, promise to give, or authorize the giving of anything
of value for the purpose of influencing an act or decision of an official of any
foreign or the United States Government (including a decision not to act) or
inducing such a person to use his influence to affect any such governmental act
or decision in order to assist a Party in obtaining, retaining or directing any
such business. 

30.23    Language. 


This Agreement has been executed in the English language
only, which language shall be controlling in all respects, and all versions
hereof in any other language shall not be binding on the Parties hereto.  All
communications and notices to be made or given pursuant to this Agreement shall
be made in the English language. 






[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the Parties have caused their duly
authorized representatives to enter into this Agreement effective on the
Effective Date.


















	
Commerce One, Inc.
	 	
SAPMarkets, Inc.

	
By:  Mark Hoffman
	 	
By:   Mayur Shah

	
Signature:   /s/ Mark Hoffman
	 	
Signature:   /s/ Mayur Shah

	
Title:   Chief Executive Officer
	
 
	
Title:   President






	
SAP AG
	 	
SAP AG

	
By:  Henning Kagermann
	 	
By:  Micheal Junge

	
Signature:   /s/ Henning Kagermann
	 	
Signature:   /s/ Micheal Junge

	
Title:   Co Chairman and CEO
	 	
Title:   Head of Legal Dept.




















EXHIBIT A: DEFINITIONS.

When used in this Agreement, the following terms have the
indicated meanings:

"Agreement" refers to this Strategic
Alliance Agreement.

"Affiliate" means a company or division
thereof in which a Party has an equity interest of at least fifty percent (50%),
SAP Turkey, and the entities listed in Exhibit G provided that under no
circumstances rights granted pursuant to this Agreement to an Affiliate of a
Party to this Agreement shall extend to the other shareholders of such Affiliate
(if such extension is mandatory pursuant to local laws, then such Affiliate
shall not be granted any rights, including, without limitation, licensing rights
and shall be considered for purposes of this Agreement a simple
distributor).

"Alternative Technologies" means technology
being developed by C1 and/or SAP which may be offered as alternative solutions
as part of the Joint Offering, provided such alternative solutions are
identified and mutually agreed by the Parties in advance in accordance with a
mutually agreed procedure.

"Auction Technology" means the technology
developed and provided by C1 set forth in Exhibit C-1 which facilitates the
sale of goods or services through a forward or reverse auction marketplace.
Each Party acknowledges that the definition of Auction Technology shall not
include further functionality which may be developed by either C1 or SAP.

"Beneficially Owned" shall have the meaning
set forth in Rule 13d-3 of the rules and regulations promulgated under the
Exchange Act.

"B2B Procurement" means the hosted and
enterprise version of SAP B2B procurement product.

"Business Day" means a day (excluding
Saturdays) on which banks are generally open for business in the U.S.A and
Germany.

"BuySite Software" means the hosted and
enterprise version of C 1 BuySite Software.

"C1 Exclusive Territories'' means the territories
and Industry Verticals listed in the Exhibit E.

"C1 Technology" means the technology and any
related technical components, including auction technology, provided by C1 as
part of the Joint Offering pursuant to Section 3 (Joint offering Description)
and as described and identified in Exhibit C-1, Exhibit C-2 and the
Joint Development Agreement.

"Code" means computer programming code.

"Common Business Language (CBL) XML Schema
Technology" means a set of XML building blocks and a document framework
that allows the creation of schema-based XML documents for electronic
commerce.

"Competitor" means (a) Oracle
Corporation International Business Machines Corporation, i2 Technologies,
Inc., Peop1esoft, Inc., Baan Company, N.V., Siebel Systems, Inc. and Ariba Inc.
and their successors, (b) any person in which any of the persons set forth
in clause (a) own more than twenty percent (20%) of the Total Current Voting
Power of such person or (c) any person with which any of the persons set
forth in clause (a) have a strategic alliance or similar agreement that provides
for the joint offering of a solution that substantially competes with the Joint
Offering.

"Confidential Information" shall have the
meaning assigned to it in Section 23.1.

"Development Effort" means the development
work to be performed pursuant to the Joint Development Agreement.

"Documentation" means any on-line help files
and/or written instruction manuals regarding the use of product or
technology.

"Effective Date" means the date this
Agreement is executed by all Parties.

"EnterpriseBuyer Desktop Edition" means the
electronic procurement application set forth and described in Exhibit C-2.


"EnterpriseBuyer Professional Edition" means
the electronic procurement application set forth and described in
Exhibit C-2.

"EnterpriseBuyer Suite" means the licensing
by the Parties of the EnterpriseBuyer Desktop Edition and EnterpriseBuyer
Professional Edition together during Phase I only and as set forth in
Exhibit C-2.

"Electronic Procurement Applications" means
the EnterpriseBuyer Desktop Edition, EnterpriseBuyer Professional Edition,
MarketBuyer Desktop Edition and the MarketBuyer Professional Edition.  The
EnterpriseBuyer Desktop Edition and the MarketBuyer Desktop Edition are referred
to herein as the Desktop Editions of the Electronic Procurement Applications and
the EnterpriseBuyer Professional Edition and the MarketBuyer Professional
Edition are referred to herein as the Professional Editions of the Electronic
Procurement Applications.

"Established Marketplaces" shall mean in the
case of C1, those Marketplaces identified in Exhibit E-2, and in the case
of SAP, those Marketplaces identified in Exhibit E-2.

"Existing Commitments" means any executed
contract, letter of intent, memorandum of understanding, or other similar
agreement, whether binding or not, provided that such agreement has been
announced prior to the Effective Date of this Agreement.

"Global Trading Web (GTW)" means the
world-wide business to business trading community comprised of open e-marketplaces
running on the Commerce One Marketsite Portal solution.

"Industry Vertical" means a large scale
trade exchange Marketplace Portal, including, but not limited to, GM
TradeExchange and Energy.

"Intellectual Property Rights" means any
patent rights, copyrights, trade secrets, trade names, service marks and any
other similar rights or intangible assets recognized under any laws, or
international conventions and in any country or any jurisdiction in the world,
as intellectual creations to which rights of ownership accrue, and all
registrations, applications, disclosures, renewals, extensions, continuations or
reissues of the foregoing now or hereafter in force.

"Intellectual Property Territories" means
all the Territories that are (i) members of the Berne Convention,
(ii) members of the Paris Convention, or (iii) members of TRIPS.

"Joint Development Agreement" means that the
Joint Development Agreement to be executed by the Parties within thirty (30)
days from the Effective Date.

``Joint Development Team" means one or more
resources of the Parties or a Development Partner which are tasked to complete
some element or elements of the Development Effort.

"Joint Offering" shall have the meaning set
forth in Section 3.1.

"Leading Development Executive" means the
two persons at C1 or SAP responsible for the management or oversight of the C1
Technology, SAP Applications or Joint Offering.

"Leading Sales and Marketing Executives"
means the two persons at C1 or SAP responsible for the management or oversight
of the respective sales and marketing teams.

"License Fees" means (i) the software
license fees paid by the customer reflecting all applicable discounts less any
taxes, or (ii) in the case of fees received from a third party distributor,
the amount received from the applicable distributor. The Parties agree that
certain third party products which are not part of the C1 Technology and the SAP
Applications and which are licensed to the customer at fair market value are
excluded from the definition of License Fees.  The Parties agree to discuss the
subtraction of any third party royalties or referral fees payable on a
case-by-case basis from the aggregate License Fees payable to the other Party upon the
license of the Joint Offering, the EnterpriseBuyer Desktop Edition or the
EnterpriseBuyer Professional Edition.  Upon mutual agreement in writing, the
Parties will make appropriate adjustments to License Fees to reflect such third
party payments owed by either Party.

"MarketBuyer Desktop Edition" means the
electronic procurement application set forth and described in Exhibit C-
2.

"MarketBuyer Professional Edition" means the
electronic procurement application set forth and described in Exhibit C-
2.

"Marketplace Portal" means exchange-based
business-to-business electronic marketplace portals, whether or not such
exchanges are external revenue-generating businesses or private non-revenue
generating portals.  The term Marketplace Portals shall exclude (i) the
term "Net Market Maker" which shall be defined as Cl's hosted buying
service that is not integrated with Cl's MarketSite software, and
(ii) enterprise intranet environments in which the business partners of an
SAP customer are allowed to interact with such SAP customer by accessing the
enterprise version of my SAP.com software.

"MarketSite Software" means version 3.2 of
the MarketSite software (and subsequent versions released during the term of
this Agreement) as described in the documentation generally provided with such
software.

"MRO" means maintenance, repair and
operating goods or services.

"NetMarket Maker Solution" means the version
[1.0] of the NetMarket Maker software (and subsequent versions released during
the term of this Agreement) as described in the documentation generally provided
with such software.

"NetMarket Maker" means the entity licensing the
NetMarket Maker Solution.

"Object Code" means the binary
machine-executable form of Code, including object files, libraries, executable program,
scripts and HTML pages.

"Parties" refers to SAP AG, SAPMarkets, and
C1 while "Party" refers to anyone of them or in the case of SAP AG and
SAPMarkets to both of them.

"Phase I" means the period starting on the
Effective Date and ending on the later of 01/01/01 or the date the Joint
Offering is commercially available.

"Phase II" means the period starting on the
later of 01/01/01 or the date the Joint Offering is commercially available and
ending three (3) years from the date of termination of this Agreement.

"Private Enterprise Portals" means a portal
for a specific customer (and its direct distributors, franchisees and similar
business partners) which is not used to generate revenues independently.

"Professional User" means those individuals
authorized to access the Professional Editions of the Electronic Procurement
Applications to execute purchases associated with direct goods, vendor and
contract maintenance, strategic sourcing, material planning, and material,
repair and overhaul (MRO).

"Requisite Catalog Engine Software" means
the catalog described in Exhibit C- 1.

"Requisition User(s)" means those
individuals authorized to access any of the Electronic Procurement Applications
solely to submit requisitions, bid invitations and/or request for proposals
transactions.

"Revenue Share" means any revenue received
by a Party during the term of the customer license agreement including without
limitation transaction fees, subscription fees and listing/access fees, but
excluding initial or subsequent License Fees and fees received for maintenance,
support or training.

"RMP" refers to Regional Marketplace
Provider or Global Marketplace Partners.

"SAP" refers to SAP AG and SAPMarkets,
Inc.

"SAP Applications" means the applications
and any related technical components provided by SAP as part of the Joint
Offering pursuant to Section 3 (Joint Offering Description) and as described and
identified in Exhibit C-1 , Exhibit C-2 and the Joint Development
Agreement.

"Source Code" means the human-readable form
of Code.

"Source Code Escrow" shall have the meaning
assigned to it in Section 27.

"Executive Committee" shall have the meaning
attributed to it in Section 9.

"Subsidiary" means a company or division
thereof whose equity is one hundred percent (100%) owned by a Party.

"Total Current Voting Power" means, with
respect to any entity, at the time of determination of Total Current Voting
Power, the total number of votes which may be cast in the election of members of
the board of directors of the corporation if all securities entitled to vote in
the election of such directors are present and voted (or, in the event the
entity is not a corporation, the governing members, board or other similar body
of such entity).

"Update" means a version of the software
consisting of corrections and minor functional enhancements to the prior version
of the software.  Updates are registered by means of a change of the number to
the right of the decimal point, e.g. 3.0 >> 3.1.

"Upgrade" means a version of the software in
which substantial new functionality or other substantial changes to the prior
version of the software.  Upgrades are registered by means of a change of the
number to the left of the decimal point, e.g. 3.0 >> 4.0.

"User Interface" means the interface used by
end-users in accessing the Joint Offering.

"Voting Stock" means shares of the Cl's
common stock and any other securities of C1 having the ordinary power to vote in
the election of members of the Board of Directors of C1.

"13D Group" means any group of persons
formed for the purpose of acquiring, holding, voting or disposing of Voting
Stock which would be required under Section 13(d) of the Exchange Act, and the
rules and regulations promulgated thereunder, to file a statement on Schedule
13D pursuant to Rule 13d-1 (a) of the rules and regulations promulgated under
the Exchange Act or a Schedule 13G of the rules and regulations promulgated
under the Exchange Act pursuant to Rule 13d-l(c) of the rules and regulations
promulgated under the Exchange Act with the SEC as a "person" within
the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially
Owned Voting Stock representing more than 5% of any class of Voting Stock then
outstanding.


















EXHIBIT B: COMPENSATION STRUCTURE.



	Joint Offering



	New Deals

For each license granted to a new customer, unless
otherwise specifically agreed in writing by the Sales and Marketing Committee,
the Parties have agreed that certain minimum royalties and a percentage of the
Revenue Share would be allocated between C1 and SAP (whether SAP AG or
SAPMarkets). The amount of the minimum royalty and Revenue Share allocated
between C1 and SAP (whether SAP AG or SAPMarkets) is dependent upon the
classification of the customer and the intended use of the Joint Offering
licensed.  If an issue arises regarding the classification of a license grant to
a customer, the Executive Committee shall designate the classification.



	Mega-Verticals: Upon the execution of the
applicable license agreement with the customer, the licensing Party shall be
responsible for remitting to the other Party, either C1 or SAP (whether SAP AG
or SAPMarkets), an amount equal to the greater of fifty percent (50%) of the
License Fees for the Joint Offering, or $7.5 million, and shall also remit
fifty percent (50%) of the Revenue Share received by the licensing Party
pursuant to the customer agreement, which shall not be less than five percent
(5%) of customer Gross Revenues as defined in the applicable customer end user
agreement, and 50% of any customer equity received by the licensing party
(provided such equity is not purchased as part of any corporate venture program
offered by the licensing Party).  The amount of maintenance fees shall be
allocated between the Parties as set forth within Section 13 of this
Agreement.


	Regional Market Providers (RMPs): Upon the
execution of the applicable license agreement with the customer, the licensing
Party shall be responsible for remitting to the other Party, either C1 or SAP
(whether SAP AG or SAPMarkets), an amount equal to the greater of fifty percent
(50%) of the License Fees for the Joint Offering, or $5.5 million, and shall
also remit fifty percent (50%) of the Revenue Share received by the licensing
Party, which shall not be less than five percent (5%) of customer Gross Revenues
as defined in the applicable customer end user agreement, and 50% of any
customer equity received by the licensing party (provided such equity is not
purchased as part of any corporate venture program offered by the licensing
party).  The amount of maintenance fees shall be allocated between the Parties
as set forth within Section 13 of this Agreement.


	Private Enterprise Portals: Upon the execution of
the applicable license agreement with the customer, the licensing Party shall be
responsible for remitting to the other Party, either C1 or (whether SAP AG or
SAPMarkets), an amount equal to the greater of fifty percent (50%) of the
License Fees for the Joint Offering, or $10 million.  In the event the customer
subsequently licenses from either of the Parties the ability to operate a
revenue generating marketplace, the licensing Party shall remit to the other
Party fifty percent (50%) of the Revenue Share received by the licensing Party
pursuant to the customer agreement, which shall not be less than three percent
(3%) of customer Gross Revenues as defined in the applicable customer end user
agreement, and any other consideration including, but not limited to equity of
the customer obtained in consideration of such expanded license right, shall be
allocated between the parties on a equal basis.


	Established C1 Marketplaces.



	Mega-Verticals.  A division of License Fees and
Revenue Share for the sale of SAP Applications to Established C1 Mega-Verticals
shall be negotiated at the time of license of the SAP Applications.  All
established C1 Mega-Verticals are identified in Exhibit E of the Agreement.
All such Revenue Share due to SAP pursuant to this provision, if any, shall
survive in accordance with Section 13.2.4. 


	Regional Marketplace Provider (RMPs).  In each
instance of a license of the SAP Applications to an RMP (as identified in
Exhibit E), C1 shall receive thirty-five percent (35%) and SAP shall
receive sixty-five (65%) of the upfront License Fees received from the RMP for
the SAP Applications, and C1 shall pay to SAP thirty-five percent (35%) of all
ongoing Revenue Share earned by C1 from such RMP beginning on the date of the
execution of the contract licensing the SAP Applications.  Should the RMP
request to license some, but not all of the SAP Applications, the Parties may
agree on a case-by-case basis in writing in advance to an appropriate division
of the Revenue Share paid to SAP based upon the functionality licensed by such
RMP marketplace.  All such Revenue Share due to SAP pursuant to this provision,
if any, shall survive in accordance with Section 13.2.4.


	Net Market Maker (NMM).  In each instance of a
license of the SAP Applications to a NMM (as identified in Exhibit E), C1
shall receive thirty percent (30%) and SAP shall receive seventy percent (70%)
of the up front License Fees received from such NMM for the SAP Applications and
C1 shall pay to SAP thirty percent (30%) of all ongoing Revenue Share earned by
C1 from such NMM beginning on the date of the execution of the contract
licensing the SAP Applications.  Should the NMM desire to license some, but not
all of the SAP Applications, the Parties may agree on a case-by-case basis in
writing in advance an appropriate division of the Revenue Share paid to SAP
based upon the functionality licensed by such NMM. All such Revenue Share due to
SAP pursuant to this provision, if any, shall survive in accordance with Section
13.2.4. 


	C1 MRO Marketsites.

(a).  Upgrades to Marketbuyer Professional Edition.
If an existing C1 MarketSite with a hosted version of BuySite wishes to upgrade
its hosted procurement application to Marketbuyer Professional without licensing
the Joint Offering, SAP and C1 shall determine in good faith (through the
Executive Committee) appropriate royalties to SAP for such upgrade on a
case-by-case basis in writing in advance.


(b).  New Licenses of MRO MarketSite with MarketBuyer
Professional.  If C1 wishes to license MarketBuyer Professional with an MRO
MarketSite without licensing the Joint Offering, SAP and C1 shall determine in
good faith (through the Executive Committee) appropriate royalties to SAP for
such upgrade on a case-by-case basis in writing in advance.



	Equity. No equity in any Established C1 Marketplace shall be
paid to SAP, unless otherwise negotiated at the time of the license of the SAP Applications.


	Maintenance Fees. The Parties shall agree on a specified percentage of split maintenance
fees associated with the license of the SAP Applications. Such split shall be based on the
actual support obligations undertaken by the Parties pursuant to Section 11 of this
Agreement and shall have the goal of preserving general equivalent maintenance fees for
each Party under each Party's existing offering.


	Established SAP Marketplaces




	License Fees.  Upon the signing of the definitive
agreements, SAP will license three (3) MarketSite Software licenses (including
first year maintenance) as an upsell to the three (3) Established SAP
Marketplaces.  In addition, a royalty of Two Million Dollars ($2,000,000) shall
be payable to C1 for each license of the C1 Technology by SAP to an Established
SAP Marketplace by June 30, 2001.  SAP shall be entitled to credit
royalties pursuant to this provision against the prepaid royalties to be paid to
C1 as described in Section II of this Exhibit B.


	Revenue Share.  SAP shall pay C1 ten-percent (10%)
of all ongoing Revenue Share paid to SAP by Established SAP Marketplaces which
license the MarketSite Software or the Joint Offering.  For those Established
SAP Marketplaces that are not subject to a definitive agreement, SAP shall use
all reasonable and good faith efforts to involve C1 in such negotiations to
finalize the terms in the agreements related to Revenue Share, including review
by the Sales and Marketing Committee of any propose revenue sharing provisions.
All such Revenue Share due to C1 pursuant to this provision shall survive in
accordance with Section 13.2.4.


	Equity.  No equity in any Established SAP
Marketplaces shall be paid to C1, unless otherwise negotiated at the time of the
license of the C1 Technology.


	Maintenance Fees.  The Parties shall agree on a
specified percentage of split maintenance fees associated with the license of
the C1 Technology.  Such split shall be based on the actual support obligations
undertaken by the parties pursuant to Section 11 of this Agreement and
shall have the goal of preserving general equivalent maintenance fees for each
Party under each Party's existing offering.


	EnterpriseBuyer Professional Edition and
EnterpriseBuyer Desktop Edition Licensed to Participants in the Marketplace
Portal as part of a Joint Sale in connection with a Marketplace
Portal.

The 1icensing Party shall remit to the other party fifty
percent (50%) of the license and maintenance fees associated with the licensing
of either the EnterpriseBuyer Professional Edition or the EnterpriseBuyer
Desktop Edition.  Any License Fees received from the license of EnterpriseBuyer,
Professional or Desktop Edition, to a shareholder or founding member of a
Marketplace Portal shall be shared on a 50/50 basis between the parties,
regardless of which party licenses the product to such shareholder or founding
member.




	Prepayments and Royalty Expiration.



	Prepayments.  During the term of this Agreement,
SAPMarkets shall pay minimum royalty prepayments to C1 equal to a total of One
Hundred Twenty Million Dollars ($120,000,000).  The payments shall be made in
three installments of Forty Million Dollars ($40,000,000) with the first
prepayment due within five business days following the execution of this
Agreement but in any event no later than September 29, 2000, and the second
and third prepayments of Forty Million Dollars ($40,000,000) each due
August 31, 2001, and 2002, respectively.  To the extent that SAP pays
Royalties or receives a credit or offset within an installment period in excess
of Forty Million Dollars $40,000,000), such excess amount shall, at SAP'S
option, be applied to reduce the next prepayment of Forty Million Dollars
($40,000,000) due and payable under this Agreement.  Any royalties or amounts
due to C1 from SAP pursuant to this Agreement in respect of the period ending
August 31, 2003 shall be credited against these prepayments.  C1 shall not
be entitled to receive any additional royalty or other payments from SAP
pursuant to this Agreement until such time as all amounts prepaid to C1 by SAP
under this Agreement have been fully offset in accordance with the terms
hereof.

       If this Agreement terminates for any reason, SAP shall have
no obligation to make any further prepayments.  If Cl terminates this
Agreement for convenience pursuant to Section 25.2, or SAP terminates for a
material breach by C1 pursuant to Section 25.3, or SAP terminates for unresolved
disputes pursuant to Section 25.5, or SAP terminates for a change of control
pursuant to Section 25.6, any portion of the prepayments which has not been credited
by C1 or offset by royalties otherwise owed by SAP shall be refunded to SAP
within thirty (30) days of the termination date of this Agreement. 




	Royalty Expiration; Credits.  In consideration for
the grant by C1 to SAP of the right to license the Joint Offering to the three
(3) Established SAP Marketplaces, C1 shall credit Six Million Dollars
($6,000,000) against the prepayment (upon installation by SAPMarkets and
acceptance of the MarketSite Software by September 30, 2000), of the
initial Forty Million Dollars ($40,000,000) paid as of the execution of this
Agreement.  In addition, SAP shall purchase such number of NetMarket Maker
Solution licenses or MarketSite Software licenses (including the prepayment of
the first year of Maintenance and Support) at mutually agreed to fees (set forth
herein) equal to the certain quarter targets (the "Threshold Targets").
Such Threshold Targets shall be as follows: (i) as of
September 30, 2000, the difference between $15 million and the aggregate
amount of any royalties paid to C1 in respect of the period ending
September 30, 2000, and (ii) as of December 31, 2000, the
difference between $25 million and the aggregate amount of any royalties paid in
respect of the fourth quarter of 2000.

For deals licensed by C1 during the third and fourth fiscal
quarter of 2000, C1 shall pay SAP the amount of royalties owed SAP pursuant to
this Exhibit and to the extent the Threshold Targets have not been offset, C1
shall refund the License Fees minus any royalties to SAP which would otherwise
have been retained by C1 for such deal.  If the Threshold Targets have not been
completely offset at the end of the third and fourth fiscal quarter, SAP shall
have the right to license NetMarket Maker Solutions or MarketSite Software.  The
fee SAP shall utilize to offset the remaining Threshold Targets for a NetMarket
Maker.  Solution license shall be equal to the sum of $700,000 for License Fees
associated with the NetMarket Maker Solution license and $70,000 for the first
year of maintenance beginning upon the earlier of the date of delivery to the
customer or 90 days.  Additionally, SAP shall remit to C1 a minimum royalty
based upon the Revenue Share, which shall be fifty percent (50%) of the -Revenue
Share pursuant to the customer agreement and shall not be less than three
percent (3%) of ,customer Gross Revenues as defined in the applicable customer
end user agreement.  The fee SAP shall utilize to offset the remaining Threshold
Targets for a MarketSite Software license shall be equal to the sum of
$2,000,000 for License Fees associated with the MarketSite Software
"license and $200,000 for the first year of maintenance beginning upon the
earlier of the date of delivery to the customer or 180 days.





	EnterpriseBuyer Professional Edition and EnterpriseBuyer Desktop Edition Revenue Splits.

       The allocation of revenue between the Parties and the minimum
Royalties associated with the licensing of either the EnterpriseBuyer
Professional Edition or the EnterpriseBuyer Desktop Edition shall be as set
forth in the attached Exhibit B-1, Enterprise Buying Solutions - Revenue
Splits.



	EnterpriseBuyer Professional Edition and
EnterpriseBuyer Desktop Edition Maintenance Splits.

       The allocation of maintenance between the Parties and the minimum
Royalties for maintenance associated with the licensing of either the
EnterpriseBuyer Professional Edition or the EnterpriseBuyer Desktop Edition
shall be as set forth in the attached Exhibit B-2, EnterpriseBuying
Solutions - Maintenance Splits.



	Net MarketMaker Solution resold by SAP.

        If SAP licenses the NetMarket Maker Solution, SAP shall remit
to C1 fifty percent (50%) of all License Fees, maintenance fees and Revenue
Share associated with the licensing of the NetMarket Maker Solution to a
customer.



















EXHIBIT B-1: ADDITIONAL USER FEES.

ENTERPRISE BUYING SOLUTIONS - REVENUE SPLITS


I.      COMPONENT LICENSING - Phase I (EXPECTED TO END AFTER 4Q 2000)


EnterpriseBuyer Desktop Edition and EnterpriseBuyer Professional Edition
licensed together as a bundle (anticipated through the end of 2000)


During this period, license fees are split EQUALLY (50%/50%), without regard
to seller or territory.


Minimum royalty to non-selling party is $250,000, unless otherwise agreed by
the Sales and Marketing Committee in writing (exception authority to be
delegated on each side to regional joint committees)*.


Minimum royalty for licenses of EnterpriseBuyer Desktop Edition by C1 unaffiliated Distributors is
$75,000


All royalties on reseller licenses based upon net amount received by SAP
or C1 (as the case may be) from the reseller


II.       COMPONENT LICENSING - Phase II

EnterpriseBuyer Desktop and Professional Editions offered independently
(unbundled) on a component basis, with royalties and minimums described below through December 31, 2001:

	
EnterpriseBuyer Professional Edition
	
 
	
 
	
 
	
Minimum Royalties*

	
Sales LeadTerritory
	
To SAP
	
To C1
	
Requisitioner - Enterprise
	
Per Professional User

	
SAP SellsNorth America
	
75%
	
25%
	
$125,000
	
$353

	
SAP SellsOutside North America
	
80%
	
20%
	
$100,000
	
$282

	
C1 SellsGlobally
	
50%
	
50%
	
$250,000
	
$705






 * Minimum Royalties on license fees do not apply to:

(1) mySAP.com Starter Packs;

  (2) Non-productive use licenses (test/demo, development, etc.);

  (3) Small and Medium sized enterprises with annual revenues less than US$200 million




	
EnterpriseBuyer Professional Edition
	
 
	
 
	
 
	
 
	
Minimum Royalties*

	
Sales Lead
	
Territory
	
To SAP
	
To C1
	
Requisitioner - Enterprise
	
Per Professional User

	
C1 Sells
	
Globally
	
20%
	
80%
	
$100,000
	
N/A

	
SAP Sells
	
Globally
	
50%
	
50%
	
$250,000
	
N/A

	
C1 Distributor Sells
	
Globally
	
20%
	
80%
	
$50,000
	
N/A




*Applicable percentage of amount received by C1 from unaffiliated C1 Distributor


After January 1, 2002, model for both editions moves to 50%/50% for resale
and 90%/10% for joint development efforts (with minimum royalties of $250,000
and $50,000, respectively) for the remaining contract term.


All royalties on reseller licenses based upon net amount received by SAP or
C1 (as the case may be) from the reseller




III.        MYSAP.COM SPLITS



Royalties and minimums where SAP distributes EnterpriseBuyer Professional
Edition and/or EnterpriseBuyer Desktop Edition as an incorporated part of
mySAP.com license:



Where the EnterpriseBuyer products are bundled through December 31,
2001


In all mySAP.com deals, customers receive both EnterpriseBuyer Desktop and Professional
Edition, and C1 receives a royalty based upon the following formula: Royalty =
1%* Net Value of mySAP.com License (Net of Third Party
Royalties) (No Minimum Royalty)




For Period After December 31, 2001 - Bundling of EnterpriseBuyer
Desktop Edition with mySAP.com subject to future
agreement

Net Value means the License Fees received attributable to the
mySAP.com license less
any applicable third party royalty payments.



IV.        EXISTING BUYSITE AND BBP CUSTOMERS


All existing BBP, Buysite and EnterpriseBuyer Suite customers will be able to
upgrade to Enterprise Buyer Professional or Desktop Edition FOR MRO/CASUAL USE
at no additional charge as part of maintenance.


Additional license fees outside of mySAP.com charged only for new
PROFESSIONAL USERS of EnterpriseBuyer Professional versions (role-based), at
royalties and minimums set forth above.


Existing BBP/BuySite customers under executed license agreements dated on or
prior to August 15, 2000 (outside of mySAP.com) entitled to 35 Professional
Users for each $100,000 in License Fees paid for BBP/BuySite


Any BBP/BuySite customers that have paid less than $100,000 in License Fees
for BBP/BuySite will receive 35 Professional Users at no additional license fee


Existing mySAP.com customers may have existing Professional Users under terms of existing
license agreement.


All royalties payable by SAP/SAPMarkets creditable against SAP
prepayments


Where SAP licenses EnterpriseBuyer Desktop Edition on a user
basis (whether under mySAP.com or otherwise), Commerce One
entitled to consistent royalties for additional licensed Desktop Edition users.


Certain specific opportunities in 3Q/4Q 2000 where existing sales cycles near
completion for both mySAP.com and BuySite are identified on
Attachment B-1A (to be attached within 10 days of the date of the Agreement),
where specific teaming agreement to be put in place.


















EXHIBIT B-2: MAINTENANCE FEES.


ENTERPRISE BUYING SOLUTIONS - MAINTENANCE SPLITS

Proposed support/maintenance responsibilities for
EnterpriseBuyer Desktop/Professional Editions (inside the firewall) installations:



	
Product

EnterpriseBuyer Desktop Edition
	
Level 2 (Hotline/Local)

Commerce One through 12/31/2000; Selling Party thereafter
	
Level 3 (Regions/Devt.)

Commerce One leads (SAPMarkets supports for SAPMarkets
components)

	
EnterpriseBuyer Professional Edition
	
SAP through 12/31/2000; Selling Party thereafter
	
SAPMarkets leads (Commerce One supports for Commerce One
components)




 * Minimum Royalties on maintenance fees do not apply to:

(1) mySAP.com Starter Packs;

  (2) Non-productive use licenses (test/demo, development, etc.);

  (3) Small and Medium sized enterprises with annual revenues less than US$200 million


Minimum Royalty applies where specifically referenced herein.


 

The maintenance splits herein shall only apply during the term of the applicable maintenance agreement with the customers.



VI.        COMPONENT LICENSING - Phase I


EnterpriseBuyer Desktop and Professional Edition licensed as bundle; before
customer implements bundled product, unclear which code will be deployed.


During this period, maintenance fees split EQUALLY (50%/50%), without regard
to seller or territory; Minimum Annual Maintenance Fee (payable to non-selling
party) is $42,500*


Once the customer has implemented EnterpriseBuyer Desktop or Professional
Edition code and notified SAP or C1 of commencement of productive environment,
maintenance fees apply as set forth in Item II, below, for all FUTURE
maintenance payments.


VII.        COMPONENT LICENSING - Phase II


 EnterpriseBuyer Professional Edition                
Maintenance splits based upon annual percentage of associated royalties paid in accordance with Exhibit B-1



	
Sales Lead
	
Territory
	
To SAP
	
To C1
	
Minimum*

	
SAP Sells
	
Globally
	
15.3%
	
1.7%
	
$ 8,500

	
C1 Sells
	
Globally
	
8.5%
	
8.5%
	
$ 35,000




 EnterpriseBuyer Desktop Edition                
Maintenance splits based upon annual percentage of associated royalties paid in accordance with Exhibit B-1



	
Sales Lead
	
Territory
	
To SAP
	
To C1
	
Minimum*

	
C1 Sells
	
Globally
	
1.7%
	
15.3%
	
$ 8,500

	
SAP Sells
	
Globally
	
8.5%
	
8.5%
	
$ 35,000




After January 1, 2002, no maintenance split to SAP when C1 sells
EnterpriseBuyer Desktop Edition or to C1 when SAP sells EnterpriseBuyer
Professional Edition

Maintenance fee splits otherwise continue based upon split in place at time
of licensing (provided customer pays continuing maintenance and each party
provides required support)


VIII.        MYSAP.COM SPLITS


Licenses Based upon Bundling of the EnterpriseBuyer Suite with mySAP.com through December 31, 2001


 In mySAP.com deals, customers may request to receive both the EnterpriseBuyer Desktop and Professional
 Editions, and C1 would receive maintenance fees based upon the following formula:


 Maintenance = 8.5%* Royalty payable to C1 from Exhibit B-1





 No Bundling of the EnterpriseBuyer Suite After December 31, 2001 - No mySAP.com Split If EnterpriseBuyer Desktop Edition Not Licensed

 In mySAP.com deals, assuming customer only receives EnterpriseBuyer Professional Edition, C1 would receive NOT receive maintenance fees from SAP


 Maintenance fee splits otherwise continue based upon split in place at time of licensing
  (provided customer pays continuing maintenance and each party provides required support)


IX.        IX. EXISTING BUYSITE AND BBP CUSTOMERS


Apply all rules set forth above only upon upgrade to the other
EnterpriseBuyer Suite product for example:

 — If BuySite customer simply upgrades to EnterpriseBuyer Desktop Edition,
Commerce One retains all maintenance fees

 — If BBP customer simply upgrades to EnterpriseBuyer Professional Edition,
SAP/SAPMarkets retain all maintenance fees


 — If BuySite customer upgrades to Professional Edition (or deploys
Professional and Desktop Edition), maintenance fees split 50% to SAPMarkets and
50% to Commerce One, and $70,000 annual minimum to SAPMarkets applies


 — If BBP customer upgrades to Desktop Edition (or deploys
Desktop and Professional Edition), maintenance fees split 50% to Commerce One
and 50% to SAPMarkets, and $35,000 minimum to Commerce One applies


 — If existing mySAP.com customer upgrades to Desktop
Edition (or deploys Desktop and Professional Edition), maintenance fees will be
payed consistent with III. MYSAP.COM splits - .085% of mySAP.com net License Fees




















EXHIBIT C: JOINT OFFERING TECHNOLOGY.

See Attached



















JOINT OFFERING DESCRIPTION

COMMERCE ONE AND SAP

MARKETSET

JOINT DESCRIPTION DOCUMENT

EXHIBIT C-1

DATE: 09/18/2000

FINAL


	
OBJECTIVE

	
C-1 3


	
MARKETSET OVERVIEW

	
C-1 3


	
MARKETSET RELEASE STRATEGY

	
C-1 3


	
MARKETSET INFRASTRUCTURE

	
C-1 4


	
MARKETSET PLATFORM

	
C-1 4


	
MARKETSET UI BUILDER

	
C-1 5


	
MARKETSET SERVICES FRAMEWORK

	
C-1 6


	
MARKETPLACE BASED APPLICATIONS AND SERVICES

	
C-1 6


	
MARKETPLACE BASED PROCUREMENT -- "MARKETBUYER

MARKETPLACE ORDER MANAGEMENT

CONTENT AND CATALOG MANAGEMENT

COLLABORATIVE PLANNING SERVICES

DESIGN SERVICES

ANALYSIS INTELLIGENCE

AUCTION SERVICES

	
C-1 6

C-1 6

C-1 6

C-1 7

C-1 7

C-1 8

C-1 8


	
MARKETSET, VERSION 1 DELTA

	
C-1 8


	
MARKETBUYER
ORDER MANAGEMENT
COLLABORATIVE PLANNING SERVICES

	
C-1 9

C-1 9

C-1 9


	
PLM

	
C-1 9


	
MARKETSET LANGUAGE/LOCALIZATION SUPPORT

	
C-1 9







OBJECTIVE
This document provides a summary level review of the Commerce One/SAPMarkets
Joint Offering, called "MarketSet".  The document covers the first two
planned releases of the solution:

Release One: Target time frame is September 2000

Release Two: Target time frame for controlled availability (CA) will be
December 2000.  General Availability (GA) of the solution is targeted for
Q1 2001.

Note: EnterpriseBuyer will be addressed in a separate document.



MARKETSET OVERVIEW
Commerce One and SAPMARKETS will develop, sell and support a Joint Offering
that utilizes Commerce One's MarketSite infrastructure and SAPMARKETS supply
chain applications plus other applications from Commerce One and SAPMarkets.
This solution is named MarketSet.



[GRAPHIC: Joint Offering Functional Overview]

MARKETSET RELEASE
STRATEGY
Commerce One and SAPMARKETS will produce two releases of the MarketSet in
2000.  Version one will be released in the September time frame and version two
will be released in controlled availability in November/December time frame.
Version two is expected to be "GA" (Generally Available) in Q1
2001.

 



This document will describe both version 1 and version 2 of the MarketSet.


	
Version
	
Release Type
	
Target Release Date
	
Focus

	
Version 1
	
GA
	
September 2000
	
Initial solution to demonstrate C1/SAPMARKETS partnership and
interoperability of the applications and platforms

	
Version 2
	
Controlled
	
November/December
	
This shipment focuses on improved Ship2000 integration of MarketSet
components, richer functionality in MarketBuyer/order management/Supply Chain
and improvements/changes in MarketSet Platform/MarketSet Builder

	
Version 2
	
GA
	
Q1 2001
	
Focuses on quality






MARKETSET INFRASTRUCTURE
MarketSet infrastructure consists of the following components on which
Commerce One/SAPMarkets marketplaces are created and deployed:



MARKETSET PLATFORM
MarketSet Platform will be built on Commerce One MarketSite infrastructure.
The primary functions of MarketSite needed are:



-Provide an open framework to integrate marketplace based applications
and services

-Provide business document transaction and integration services
The platform provides the necessary infrastructure to
securely exchange business documents between trading partners.  Base features
include



-Establish communication points for trading partners.

-Document centered message routing and processing.

-Document centered service/application development model. 

-Scalability through advanced XML, Directory and Server technologies.


-Complex messages involving multiple documents. 

-Administration console for managing and monitoring platform process 

-The platform includes an LDAP 4.0 compliant directory for storing and
retrieving data required by the XML Server, its services and the MarketSet
services.  This includes all Trading Partner data and, optionally, XML
schemas.

XML SERVER/XCC (MARKETPLACE BASED XCC): The XML Commerce Connector provides
the framework for the creation and transmission of XML documents and, includes
all of the services necessary to exchange business transactions between trading
partners.  It leverages the security, registration, routing and messaging
infrastructure areas provided by the MarketSite platform.


GATEWAYS: Two gateways will be included with MarketSet: 

-EDI gateway with integration to GXS for EDI translation services and
supplier integration. 

-RosettaNet gateway for support of the RosettaNet v2.0 specification.

BUSINESS CONNECTOR: The SAP Business Connector will be used to integrate R/3
and third party systems into the Marketplace.  This will augment the existing C1
XPC (XML Portal Connector).  The SAP Business Connector will be enhanced with C1
XPC/XCC technology and additional SAP/webMethods technology (subject to any
necessary agreement with webMethods).  Focus will be on integrating existing R/3
systems into the MarketSet. Support will also be offered for 3rd party ISV
systems.


FEATURES:

-SAP Business Connector v3.1

-Java based mapping environment for the base document format and
contents.

-Support asynchronously and synchronously exchange of business
documents.

-Supports xCBL based documents

-IDOCS will be supported as attachments

XML PORTAL CONNECTOR (XPC): Commerce One's Portal Connector is a toolkit that
allows third party applications to "connect" with MarketSet.  Its
primary function is to support easy integration of systems, e.g. ERP systems,
with MarketSet using a specifically designed version of Commerce One XML
Commerce Connector with special integration technology.

xCBL - XML COMMON BUSINESSLIBRARY: xCBL was created to provide the document
framework that is needed for robust XML exchange.  CBL is an open XML
specification for the exchange of business documents such as product
descriptions, purchase orders, invoice, and shipping schedules. MarketSet will
ship xCBL 3.0.

MARKETSET UI BUILDER

MarketSet Builder is a set of components used to create the front-facing
marketplace experience.  Customers uses the component to build a community of
buyers and suppliers and create a set of marketplace based community services.
The builder includes user interface templates, a system for user/policy
management, methods for trading partner registration and user login, role-based
and user-based personalization, and hooks into MarketSet business services
framework.  Netegrity's SiteMinder product will be integrated into the builder
providing the user/policy management.  The UI builder will include Apache's
JetSpeed technology to provide role-based and user-based personalization.
Integration to SAP'S workplace business environment will be provided as
determined appropriate by the parties.  The September release of the builder
will also include a bulletin board community service.

MARKETSET SERVICES FRAMEWORK

The Business Services Framework within MarketSet is a complete marketplace
framework for the rapid integration of new and existing services into the
marketplace.  This enables marketplace operators to add in additional business
services rapidly in order to provide more value to their customers.  The
Business Services Framework consists of software tools, APIs, documentation, and
methodologies for integrating services in a number of different ways depending
on what one would like to accomplish through the integration.  To accommodate
MarketSet, the Business Services Framework has been adapted according to
requirements from SAPMARKETS and integrating in the new supply-chain services
based on APO, PLM, and BW.

MARKETPLACE BASED APPLICATIONS AND SERVICES


Marketplace Based Procurement --
"MarketBuyer"

MarketBuyer - hosted e-procurement at the marketplace for marketplace based
procurement services - is based on "EnterpriseBuyer - Professional
Edition".  Details of the functions and services are provided in
Exhibit C-2.  It is a complete purchasing product for direct and indirect
goods and services for all roles relevant to e-procurement.  It will offer
complete support for collaborative supply chain processes & complex
procurement.  


MARKETPLACE ORDER MANAGEMENT


Hosted, web based order-management module, which allows
trading partners to view/manage their orders via a browser.  The December
version of MarketSet order management uses SAP technology with the look and feel
of the current Commerce One User Interface applied, to provide hosted Order
Management capabilities.  Order management module will support: Sales Orders,
Change Orders, Cancel Orders, Advance Ship Notice, and Invoices.  All other
business documents will be supported from a read and download capability.  This
includes EDI business documents.


CONTENT AND CATALOG MANAGEMENT

The Joint Offering will offer three mechanisms for catalog and content
management for users of the marketplace:

1.Roundtrip via OCI (open catalog interface): Capability to go directly
to a supplier/trading partner catalog and use that service and transfer the
resulting shopping cart back to the calling application.

2.Managed Content Model: Marketplace service that aggregates and cleans
supplier raw content into a catalog.  Commerce One Managed Content Service will
be offered to subscribing customers to provide content feeds to the procurement
catalog.  Requisite can be contracted as reference sale (subject to acceptable
agreement with Requisite).

3.Marketplace Content Aggregation Service: Multiple catalogs will be
provided at the marketplace for subscribing procurement applications.  The goal
is to provide access to as a many catalogs as possible and provide a marketplace
based content aggregation and catalog search service.  The technology that
enables this service is Commerce One iMerge.  iMerge technology will be utilized
to provide a cross catalog search and content aggregation capability inside the
marketplace.



COLLABORATIVE PLANNING SERVICES

SAP APO 3.0 provides state of the art supply chain planning and optimization
capability.  APO 3.0 enables manufacturers to collaborate with trading partners,
and provides tools to improve operational, tactical, and strategic
decision-making.


The MarketSet collaborative planning services will be based on SAP APO 3.0
and formalizes collaborative planning processes between trading partners.  Input
from trading partners can be used to synchronize the supply chain around up to
date information on sales, inventory levels, and production plans.  Key
functionality allows browser-based access to read and change data.  In addition,
sophisticated alert capability means that planners can focus on critical changes
in data, as opposed to having to review hundreds of line items to find potential
problems.

Features Include:

-Ability to aggregate/disaggregate demand and supply information from
multiple trading partners.

-Generate exception alerts based on configurable business rules.

-Define and utilize macros to perform quantitative analysis on demand
data.

-Back end integration to enterprise planning systems of time series data
like inventory, sell through, and forecast information.

-Linkage to eRFQ to automate replenishment for identified shortages.

DESIGN SERVICES

SAP Product Life Cycle Management (PLM) Rel. 4.6C enables effective
collaboration across the design chain, reducing time to market and improving
revision control for manufacturers of complex products.  SAP PLM supports
advanced project management, bill of material synchronization, and collaborative
visualization processes.

The MarketSet design services will be based on SAP PLM  and provides
collaborative engineering and project management.  Key functionality includes
browser based access to view and compare design documents and engineering
changes, as well as complete version and change management.  Additional features
include:

-Ability to exchange structured documents like bill of materials.

-Ability to interpret and reconcile engineering changes. 

-Manage and control different versions of documents.

-Manage projects including materials, resources, costs, and
timelines.

ANALYSIS INTELLIGENCE

MarketSet's Analysis services will be based on SAP'S Business Information
Warehouse tool.  Specific intelligence scenarios will be created and shipped
with the MarketSet.

AUCTION SERVICES

Commerce One's basic forward and reverse-based auction service technology
will be marketed and delivered as part of MarketSet.  Commerce One Auction
Services includes two auction methods - real-time reverse and forward based
auctions.  Both applications are marketplace based and target the enterprise
customer enabling them to quickly and cost-effectively implement Internet
bidding events.

FORWARD AUCTION

-Trading model where a seller offers items to many buyers.  This model is
also known as 'upward' auction.  Typically, a buyer's highest bid wins the
deal.

-Companies typically use forward auctions as a platform to sell slow
moving, excess, obsolete inventory items, assets, distressed or returned
merchandise.

-The forward auction model can also be applied as an effective tool to
allocate limited capacity or rare goods to customers or to perform price
discovery in a new market.

REVERSE AUCTION

-Trading model where a buyer invites many suppliers to bid.  This model
is also known as `downward' auction.  Typically, a seller's lowest bid wins the
deal.

-Procurement professionals typically perform a reverse auction when in
need to source goods or services that are not covered by existing contracts or
when contracts need to be negotiated or renegotiated.

-Using Commerce One's Reverse Auction, a buyer can post an eRFQ and
invite either all trading partners on the portal or a specified group of
selected suppliers to bid online in an interactive reverse auction event.

In addition to Commerce One's basic forward/reverse auction services
technology, the parties will distribute interfaces to the SAPMarkets advanced
auction functionality with the September version of MarketSet, but the
SAPMarkets advanced auction functionality will not be delivered by the parties
as part of such version unless the parties jointly determine to do so on a
customer-specific, project basis.  For the December release of MarketSet, the
parties will jointly determine the MarketSet strategy for incorporating advanced
auction functionality/technology.


MARKETSET, VERSION 1 DELTA

Release One of the Joint Offering is targeted for September release.  Given
the very tight time frames a limited set of applications and services will be
provided in this release.  What is described below is the delta from version two
which is outlined above.


MARKETBUYER

Release One of MarketSet will include both the Desktop and Professional buyer
applications.  These are essentially BuySite version 6.5 and BBP version 2.OB+
(+stands for hosting add on's).  With the December release MarketSet will be
deployed with the "MarketBuyer Professional Edition, with MarketBuyer
Desktop available as an option in the package as an additional component.


ORDER MANAGEMENT

Commerce One SupplyOrder will handle hosted order management requirements in
release one.

COLLABORATIVE PLANNING SERVICES

Version 2.0 (version 3.0 will be used in release 2) of APO will be used in the
initial release.  This will support the following scenario: Browser based
Collaborative Planning and Forecasting (includes Planning Books from APO and
MarketSite UI integration).  There will be no document based integration to
backend systems in version one of MarketSet Design Services.


PLM


No PLM based design services will be integrated in release one.

MARKETSET LANGUAGE/LOCALIZATION
SUPPORT

MarketSet will be localized to support the following Tier one languages:

TIER ONE


___________



-German

   -Japanese

   -Spanish

   -UK English

   -Portuguese

   -Simplified Chinese

   -Traditional Chinese

   -French

   -Canadian French

   -Danish

   -Italian

   -Swedish

   -Dutch

   -Korean


English will be the base line and all other localization/language support
will be provided from the English based line - post GA.  A mutually agreed upon
schedule will be created for release timing of all localized versions.

Tier two: All other localization/language support will be considered tier
two.  Tier two languages are not part of the existing royalty structure and
mutually agreed upon localization programs and process will be established and
provided as guidance to the joint sales force.


















ENTERPRISE PROCUREMENT DESCRIPTION

COMMERCE ONE AND SAP

ENTERPRISEBUYER:

PROFESSIONAL AND DESKTOP EDITIONS

JOINT DESCRIPTION DOCUMENT

EXHIBIT C-2

DATE: 9/18/00



	
OBJECTIVE

	
C-2 3


	
ENTERPRISEBUYER SOLUTION OVERVIEW

	
C-2 3


	
ENTERPRISEBUYER - DESKTOP EDITION

	
C-2 4


	
ENTERPRISEBUYER - PROFESSIONAL EDITION

	
C-2 4


	
CATALOG AND CONTENT MODELS

	
C-2 5


	
CATALOG AND CONTENT DEPLOYMENT WITH E-PROCUREMENT

	
C-2 5


	
ENTERPRISEBUYER - DESKTOP EDITION

ENTERPRISEBUYER - PROFESSIONAL EDITION

	
C-2 5

C-2 6


	
MIGRATION PLAN

	
C-2 7


	
REQUIRED FEATURES OF ENTERPRISEBUYER - PROFESSIONAL EDITION

	
C-2 7


	
ADDITIONAL PROCUREMENT POINTS

	
C-2 8


	
LANGUAGE/LOCALIZATION SUPPORT

	
C-2 9






OBJECTIVE

Purpose of this document is to describe the joint procurement onramp offering
between Commerce One and SAPMarkets called "EnterpriseBuyer".


"EnterpriseBuyer" consists of 2 software products called:

1) "EnterpriseBuyer - Desktop Edition"

This product is based on Commerce One's product "BuySite - Enterprise
Edition"

2) "EnterpriseBuyer - Professional Edition"

This product is based on SAP's product "SAP Business-to-Business
Procurement"


ENTERPRISEBUYER SOLUTION OVERVIEW

Commerce One, SAP AND SAPMarkets will offer two e-procurement applications
for different market segments.  Both will be marketed under a single family
name, which is "EnterpriseBuyer."  It is the intention of both parties
to increase the potential traffic on marketplaces by delivering 2 onramps for
different market segments.  Knowing that the base for both products is today
very similar, we have to define the right marketing positioning for the final
offering of "EnterpriseBuyer" and its two applications.  This has to
be communicated to our sales force and our joint customers today.  The technical
implementation and delivery of both products has to happen in two steps:


- Immediately through the Later to Occur of (i) December 31, 2000
and (ii) the general availability release of the "EnterpiseBuyer -
Professional Edition" based upon SAP Business-to-Business Procurement 2.0c with
the features described in the "Required Features" section below
("Phase One"): Both parties ship the rebranded SAP
BUSINESS-TO-BUSINESS PROCUREMENT as the "EnterpriseBuyer - Professional Edition"
and the rebrand BUY SITE as the "EnterpriseBuyer - Desktop
Edition."


- Commencing at the end of the Phase One ("Phase Two"): Both
parties ship the next version of the "EnterpriseBuyer - Professional
Edition" as the complete direct and indirect e-procurement solution and the
next version of "EnterpriseBuyer - Desktop Edition" as our indirect
(expensed) goods only solution.  In respect of these Phase Two offerings,
development and product management of both companies will make very sure that
the two editions are differentiable products, which fit the marketing and sales
positioning created by the parties.


Details of both steps will be described in the next two paragraphs.


In general, it is the parties joint philosophy that each of the editions of
EnterpriseBuyer be and remain the most competitive e-procurement solution in its
respective market segment, and that EnterpriseBuyer Desktop and Professional
Editions be distinguishable products that collectively cover the maximum
e-procurement market space.


ENTERPRISEBUYER - DESKTOP EDITION

Basic e-procurement on-ramp for requisitioning of MRO (expensed) products and
services.  Key requirements: just one user role (desktop requisitioner), easy
implementation, focus on ease of use and a web look and feel.  The focus is on
indirect procurement rollout to the masses at a reasonable price.  Major points
to this product are:

- Based on Commerce One Buysite 6.5/7.0

- Version 7.0 enhancements represented by Version 6.5 functionality plus
the following:

- Support for change and cancellation of a purchase order after it has been
dispatched

- Support to receive invoices, manually or electronically via MarketSite from
suppliers

- Support for Advanced Ship Notice documents based on ANSI and EDIFACT
standards

- Increased security with 40-bit to 128-bit encryption on MarketSite XCC 3.2
transmission

- Distributed searching using iMerge search engine at MarketSite

- RoundTrip Services support enabling buyers to configure products on a
supplier web site and transfer back to a BuySite requisition

- Enhanced/tiered pricing enabling suppliers to give quantity discounts

- Windows 2000 Compatibility

- Usability upgrades to BuySite (back-button)

- MRO (indirect, expensed items)

- For Phase II and beyond, out-of-the-box integration strategy focused
on general ledger/accounting to single or multiple back-ends

- Project-based integration beyond on general ledger/accounting available for
existing customers that do not wish to upgrade to Professional (where such
integration is requested, Professional promoted by the parties first).

- Catalog strategy focused on content sourcing from marketplace-based
catalogs

- Assumes embedding of SAP Open Catalog Interface into Desktop and agreement
between Commerce One and Requisite on standards, distribution, etc.

- Desktop would include behind-firewall catalog:

- Where required by existing customers that do not wish to upgrade to
Professional after promotion
-In territories/verticals in which no appropriate marketplace exists for
Desktop customers to purchase from

-If acceptable agreement cannot be reached by SAPMarkets/Commerce One
with Requisite, until alternative joint catalog strategy and delivery is in
place

-Access to MarketSet Business Services (option)


There will be a clear and simple upgrade path from Desktop to
Professional

ENTERPRISEBUYER - PROFESSIONAL EDITION

Complete e-procurement product for direct and indirect goods and services,
analytics, content management and strategic sourcing.  Will offer complete
support for collaborative supply chain and engineering (e.g. tender) processes
& advanced procurement.  The product supports different roles in various end
user and professional scenarios.  It contains desktop features plus incremental
features including:


- Full ERP coupling to single or multiple backends in the SAP AND Non-SAP world


- Plant Maintenance role

- Direct Goods scenarios

- Strategic Sourcing

- Contract Management

- Integration with collaborative planning / forecasting (APO), collaborative
engineering (PLM), analytics (BW), reverse/forward Auction and other Marketplace
based services.

- Content Management

("EnterpriseBuyer-Professional Edition" will have two deployment models.
One as the behind the firewall e-procurement and one deployed at the Marketplace
for marketplace-based ("hosted") procurement services.  The
marketplace based procurement solution will be marketed under the name
"MarketBuyer" as part of MarketSet.")


CATALOG AND CONTENT MODELS

Catalog enablement will be provided in four ways for the
"EnterpriseBuyer" Suite:

1. BEHIND THE FIREWALL CATALOG PLUS A CONTENT SERVICE (catalog data
feeds).


    Generally promoted for "Professional Edition," subject to
Catalog Strategy (above).  The content service provides new content updates
(static and dynamic).  Static being the product descriptions, dynamic being
pricing.  The content service can be a marketplace provided service or a third
party service.


2. Marketplace based catalog for "Professional Edition" and
"Desktop Edition."  A primary catalog is provided at the marketplace
for the buying application to utilize.  This can be in conjunction with a local
catalog or it can be the primary catalog.  This is a marketplace offered and
maintained service and the content and pricing are specific to the buyer.  But
not for all of customers materials - just for 1 marketplace.


3. Marketplace aggregated content searching for "Professional Edition"
and "Desktop Edition" Marketplace based service that provides access
to cross-catalog searching and delivery.  This service provides a unified view
into multiple marketplace(s) and supplier catalogs.  This service would be in
conjunction with a Marketplace sourcing service.  This service will be a
capability of MarketSet and has to be offered by a Marketplace operator.


4. Roundtrip using OCI for "Professional Edition" and "Desktop
Edition."  This will allow the e-procurement applications to be able to
access a supplier's catalog at the website (or at a marketplace) and bring the
catalog data back into the procurement application.


CATALOG AND CONTENT DEPLOYMENT WITH E-PROCUREMENT


"ENTERPRISEBUYER - DESKTOP EDITION"

"EnterpriseBuyer - Desktop Edition" will be deployed with different
behind the firewall catalog options according to the delivery of
"EnterpriseBuyer" suite in during Phase One and Phase Two:


PHASE ONE:

Option #1: Existing Commerce One catalog is deployed.  This
option must be maintained to provide compatibility and migration with
current customer deployments.

Option #2: If the customer requests, Commerce One/SAPMARKETS
will reference sell the same catalog for behind the firewall usage like the
"Professional Edition."  This option is not a bundled offering with
"EnterpriseBuyer - Desktop Edition."

Option #3: Roundtrip using OCI will be natively supported by
"EnterpriseBuyer - Desktop Edition."

PHASE TWO:

Option #1: No behind firewall catalog will be deployed -
"EnterpriseBuyer - Desktop Edition" uses marketplace-based catalogs,
except:

-Where behind firewall catalog is required by existing customers that do
not wish to upgrade to Professional after promotion

-In territories/verticals in which no appropriate marketplace exists for
Desktop customers to purchase from

-If acceptable agreement cannot be reached by SAPMarkets/Commerce One
with Requisite, until alternative joint strategy and delivery in place

Option #2: Roundtrip using OCI will be natively supported by
"EnterpriseBuyer - Desktop Edition."

For the Desktop Edition, multiple catalogs will be organized into an
aggregated content model used for a sourcing service.  This will be a
marketplace service that is contingent upon a marketplace operator offering this
service.

"ENTERPRISEBUYER - PROFESSIONAL EDITION"


Option #1 "EnterpriseBuyer - Professional Edition" will be deployed
with one default behind the firewall catalog option - this will be the current
catalog distributed with SAP BUSINESS-TO-BUSINESS PROCUREMENT and will be
bundled with the product.  The parties will further investigate and evaluate
alternative catalog options to the extent that Commerce One is not granted all
necessary rights from SAP, SAPMarkets and/or Requisite to distribute such
catalog with EnterpriseBuyer - Professional Edition on acceptable business terms
to Commerce one.  Option #2 "EnterpriseBuyer - Professional Edition"
will natively support Roundtrip using OCI.  Option #3: "EnterpriseBuyer -
Professional Edition" will be sold with a local catalog and the customer
has the opportunity to connect the application to a marketplace provided catalog
in conjunction with the local catalog.

The catalog at Marketplace can be one of three things:

- Single catalog for a specific buyer

- Multiple catalogs organized into an aggregated content model used for a
sourcing service.

- Multiple catalogs to chose from


MIGRATION PLAN


There are three scenarios for potential migrations.


- Existing customers of BuySite (any version) and SAP
Business-to-Business Procurement (any version) from before the Commerce One/SAP
markets partnership.  The existing customers of Commerce One's BuySite product
and SAP Business-to-Business Procurement will be able to migrate to either the
"EnterpriseBuyer Desktop Edition" or "Professional Edition" as
part of the existing product upgrade/maintenance agreement contractually agreed
to with that customer.  Both parties - Commerce One and SAPMarkets are
interested to migrate customers to "EnterpriseBuyer - Professional
Edition" to the extent that it is foreseeable that such customers will
require functionality beyond that described herein for the "EnterpriseBuyer - Desktop Edition" in Phase Two.



- During Phase One, new EnterpriseBuyer customers will be
delivered both solutions (based upon BuySite 6.5 and SAP Business-to-Business
Procurement 2.0b, respectively - see definition under "solution
overview") in the "EnterpriseBuyer" bundle, with the right to
"migrate" to one or both solutions ("Desktop Edition" and/or
"Professional Edition") as part of the standard product
upgrade/maintenance agreement.

- During Phase Two, new EnterpriseBuyer customers must elect
to purchase either "EnterpriseBuyer - Desktop Edition" or
EnterpriseBuyer - Professional Edition," and will pay the supporting
license fee.  A customer who purchased the "EnterpriseBuyer - Desktop
Edition" could decide to (and it should be encouraged) upgrade to
"EnterpriseBuyer - Professional Edition."  In this case, the customer
would be required to pay an additional license fee to license
"EnterpriseBuyer - Professional Edition" and pay an incremental
license fee.


The following schematic depicts the migration options
discussed:


[THE MIGRATION PLAN GRAPH]


All migrations can take place under existing customer
maintenance agreements (subject to the terms of the Agreement for additional
user-based license fees, if any, and maintenance fees).

Commerce One and SAPMarkets engineering will deliver the
required migration scripts and utilities to facilitate migration from product to
be as easy as possible.  Responsibility for developing these scripts will be
worked out separately among the two engineering organizations.

REQUIRED FEATURES OF ENTERPRISEBUYER -
PROFESSIONAL EDITION

The following product features must be in the
"EnterpriseBuyer - Professional Edition" product to provide a solution
that is comparable to functionality that Commerce One's current BuySite
customers are using today:

- Shopping Basket, Status and Receiving UI revision agreed to
by Commerce One and SAPMarkets as being acceptable

- Proven integration capability to multiple non-SAP backend
systems.  This should be demonstrated in a lab for at least the 5 touchpoints
currently supported by Commerce One's Integration Platform (PO, PO Status, PO
Change, Account Checker, Goods against Peoplesoft 7.5 and Oracle Applications
(any version).

- Workflow functionality
-Adding an approver

-Support for parallel approvers

-Automatic escalation


- Addition of SmartForms type of capability for catalog line
item extensions

- Change Order Support natively in the "EnterpriseBuyer
- Professional Edition"

- MarketSite Connectivity for transactions (PO, Order
Response, Invoice, Change Order and ASN), trading partner registration and
content

- Multi-organizational support (already available)

ADDITIONAL PROCUREMENT POINTS

The following additional points are also critical for
Commerce One to successfully deploy the "EnterpriseBuyer - Professional
Edition" to customers and will be provided by SAP


- Training of Commerce One's Professional Services, Customer
Support and Education Services resources on installing and operating SAP's SAP
BUSINESS-TO-BUSINESS PROCUREMENT since this will be the foundation of the
"EnterpriseBuyer - Professional Edition" Training of Commerce One's
Professional Services, Customer Support and Education Services resources on
installing and operating of "EnterpriseBuyer - Professional Edition"
since this will be the product most of Commerce One's existing customers will
migrate to


- Documentation and training for the "EnterpriseBuyer -
Professional Edition" will be primarily developed by SAPMarkets and labeled
with the joint brand


The following additional points are critical for SAPMarkets
to successfully deploy the "EnterpriseBuyer" Procurement suite to
customers and will be provided by Commerce One:


- Training of SAPMarkets Professional Services, Customer
Support and Education Services resources on installing and operating Commerce
One's "Buysite - Enterprise Edition" since this will be the foundation
of the "EnterpriseBuyer - Desktop Edition" and later on the
"EnterpriseBuyer - Desktop Edition" - Documentation and training for
the "EnterpriseBuyer - Desktop Edition" will be primarily developed by
Commerce One and labeled with the joint brand

- In Phase Two, a clear technical and functional distinction
and market differentiation between "EnterpriseBuyer - Desktop Edition"
and "EnterpriseBuyer - Professional Edition" has to be achieved.

A FORMAL SIGN-OFF WILL OCCUR BETWEEN BOTH COMPANIES TO ENSURE
REQUIRED PROFESSIONAL AND DESKTOP FEATURES HAVE BEEN IMPLEMENTED AND WILL
ESTABLISH A SUCCESSFUL PRODUCT THAT BOTH COMPANIES CAN SELL, IMPLEMENT AND
MIGRATE CUSTOMERS TO.

LANGUAGE/LOCALIZATION SUPPORT

Enterprise Buyer, Desktop and Professional will be localized
to support he following Tier one languages:

TIER ONE

- German

                   - Japanese

                   - Spanish

                   - UK English

                   - Portuguese

                   - Simplified Chinese

                   - Traditional Chinese

                   - French

                   - Canadian French

                   - Danish

                   - Italian

                   - Swedish

                   - Dutch

                   - Korean


English will be the base line and all other
localization/language support will be provided from the English based line -
post GA.  A mutually agreed upon schedule will be created for release timing all
localized versions.

Tier two: All other localization/language support will be
considered tier two.  Tier two languages are not part of the existing royalty
structure and mutually agreed upon localization programs and process will be
established and provided as guidance to the joint sales force.


















EXHIBIT D: SALES AND MARKETING SUMMARY.


Purpose


The purpose of this Sales and Marketing Summary is to set forth the tenets of
a more detailed Sales and Marketing Plan that will be developed jointly by the
Parties and agreed upon pursuant to Section 10.4 within sixty (60) days of the
Effective Date.


General

The Parties will identify dedicated individuals from their respective
organizations who will be principally responsible for the sale of the Joint
Offering ("Sales Leads").  It is anticipated that SAP AG will deploy
primarily through its geography-based subsidiaries and Industry Business Units.
The Sales Leads responsibilities will include among other things, coordination
of the Parties' sales forces to ensure a successful, well structured sales
process that minimizes duplication of effort and overlap.  The Parties will
utilize a joint, sales planning process to minimize channel conflict among the
Parties and channel partners / distributors.


Go to Market Solution

The sales planning process will be focused on creating a total solution for
each vertical which defines a complete value chain solution.

Product Migration Plan

The product migration plan will be in accordance with Exhibit C-1 and
Exhibit C-2.

Joint Sales Planning Process

Within sixty (60) days of the Effective Date the Parties will conduct meetings
to develop a joint-sales planning process for each industry vertical and/or
geographical location.  The Parties understand that a multidimensional analysis
is necessary for developing a comprehensive market penetration strategy,
supported by an operational plan for each industry vertical.  This analysis will
include:


	A common understanding of the Value Chain
	A segmented Channel Map
	A segmented competitive analysis
	Jointly agreed upon value drivers
	Leaders vs. Followers analysis
	Partner / relationship strengths
	Defined sales process leadership
	Lead generation and distribution process
	Sales funnel and sales forecasting process
	Sales education and training process



The Parties will develop an annual operating plan by channel
documenting:


	Value Chain Analysis
	Vertical Channel map
	Global 1000
	SAP installations
	Installed competitive wins
	Target accounts
	Penetration and Sales strategy plan
	Leading sales organization
	Direct vs. indirect cut-over
	Marketing program plan by vertical
	Promotions
	Marketing collateral
	Marketing events
	Partner education and training plan



















EXHIBIT E-1: EXCLUSIVITY COMMITMENTS.

C1

The territories and industries mentioned below shall be considered
"C1 Exclusive Territories" for purposes of the Agreement.

In each exclusivity provision executed by C1, the MarketSite Software
operators described below have either (i) the right to exclusively operate
MarketSite Software on servers physically located in their regions for a period
of time, (ii) the right to exclusively operate a horizontal MarketSite
Software service in the region, or (iii) the right to exclusively cover a
specific industry during the term of the applicable agreement.  All MarketSite
Software operators have the right to offer service on a worldwide basis to
customers accessing their portal.  The following is a summary of the material
terms of each existing exclusivity provision.

C1 agrees that it shall not, without SAP prior written agreement,
(i) extend the terms of any existing exclusivity provision beyond its
current term, or (ii) grant any new exclusive rights with respect to the C1
Technology, in each case which would affect the distribution of the Joint
Offering by SAP, C1 or their respective Affiliates and Approved
Distributors.

1.Nippon Telegraph and Telephone (NTT)

During the Exclusivity Period (as defined below), in the event C1 has an
opportunity to license the Japanese version of the MarketSite Software to any
company (i) having its principal place of business in Japan, and
(ii) operating, or intending to operate, an MRO marketplace, C1 shall
(a) send NTT a notice to inform NTT of such opportunity, (b) encourage
such company to connect to NTT's marketplace, and (c) use its best efforts
to organize related negotiations between NTT and such company.  Notwithstanding
the preceding, C1 shall have the right to license the Japanese version of the
MarketSite Software to the company if NTT and the company do not reach an agreement
within thirty (30) days from receipt by NTT of C1's notice of information.  The
"exclusivity period" expires June 30, 2003 unless terminated
earlier (i) if the agreement between NTT and C1 is terminated, (ii) if
NTT stops using the MarketSite Software, or (iii) if NTT does not comply
with specific terms and conditions related to annual performance targets.

2.Deutsche Telecom

During the exclusivity period (as set forth below), Deutsche Telecom has the
exclusive right to operate the MarketSite Software on servers physically located
in Germany.  The "exclusivity period" expires June 30, 2001.

3.Banacci Group

During the exclusivity period (as set froth below), C1 has agreed that it
will not, directly or indirectly, license any MarketSite Software for use in
Latin America (i.e. all countries located in the Americas and the Caribbean with
the exception of Canada and the U.S.) by any party other than the Banacci Group
(parent company to Banamex).  The "exclusivity period" expires
June 30, 2001.

4.Cable and Wireless Optus (CWO)

During the exclusivity period (as set forth below), C1 shall not grant to any
other entity the right to use MarketSite Software on servers physically located
in Australia.  The "exclusivity period" expires in the third quarter
of 2001.

5.Covisint

Under a memorandum of understanding for the establishment of a marketplace
named Covisint ("Covisint"), by and among C1, General Motors
Corporation, Daimler Chrysler Corporation, Ford Motor Company, and Oracle
Corporation, C1 has agreed to grant certain exclusivity to Covisint to sell its
services to a defined set of automotive suppliers (70) and automotive OEM's.
In the event that such entities do not license the service directly from C1 or
its distributors (including SAP), then C1 shall agree to share revenues with
Covisint on any competitive automotive vertical marketplace for a term not to
exceed the term of C1's revenue share from Covisint (ten years or less,
depending upon revenue share termination scenarios).

SAP will provide C1 with a reasonable notice period (to be agreed by SAP and
C1) prior to licensing a competitive automotive vertical marketplace to any of
the named suppliers or automotive OEM's (list attached as Exhibit E-1-a).
SAP has provided notice to C1 regarding the Bosch, et. al. marketplace.  In
addition, C1 has agreed to use reasonable efforts to ensure that neither C1 nor
any of its independent distributors sells, licenses or otherwise provides to any
of the automotive entities listed in Exhibit E-1-a any of the technology
partner's exchange software to create a competitive automotive marketplace.

In the event that SAP and C1 cannot agree on a reasonable notice period for
purposes of assisting C1 in complying with its obligations in the Covisint
agreements, or SAP and C1 cannot distribute the C1 Technology in applicable
cases under such obligations, SAP shall be free to sell technology which is
competitive to the C1 Technology in such applicable cases.


















EXHIBIT E-2 ESTABLISHED MARKETPLACES.

SAP
1.cc-markets (BASF, Henkel, Degusa-Huels)

2.CPGmarket.com SA (Danone, Henkel, Nestle)

3.Achilles (UK Utilities)

4.Digital Commerce Corp.

5.eMaro (Deutsche Banc)

6.Whitehammer (Hovnanian)

7.Telstra

8.Hubwoo.com (French MRO marketplace)

9.myimmobile.de

10.baynet.de (State of Bavaria, Germany Public Sector)

11.mySaar.de (State of Saarland, Germany Public Sector)

12.ec4ec (Babcock Borsig AG, mg technologies AG)




The first three listed above are the three Established
Marketplaces that shall be licensing the MarketSite Software upon execution of
the definitive agreements.

C1

See Attached


















EXHIBIT F: SUPPORT AGREEMENT.

Scope
SAP and C1 will cooperate together to provide support
solutions for the joint marketplace solution.



Geographic Scope
The geographic scope of this agreement extends to all countries in
which the SAP/C1 joint marketplace software is installed.



Principle Commitments

The support of the joint marketplace solution will be organized as
follows:
Level 1 is done by the customer, level 2 and level 3 see section
'Support Level and Support Responsibilities.'



Terms
The parties named herewith agree to abide by the framework of
cooperation outlined in this document.

The parties agree to engage best effort in their endeavors to provide
satisfactory services to the end-user on the joint marketplaces.

Regular reviews will be held on a monthly basis among the Global Support
Managers of C1 and SAP to evaluate and improve upon the service performance of
the undersigned.

The parties agree to review the terms and conditions of their respective
support obligations within sixty (60) days from the Effective Date of the
Agreement.



Availability
The interface to the marketplace support is made available to the
end-users via the support button, hotline or e-email address on the
marketplace.

Support operation is available 7x24 hours for priority level one (very high).
For all other priority levels the support operation is available 5x12
hours.



Languages of Support
Level 2 provides support in local language if the local language
is supported by the joint solution.

All cases that are transferred between SAP and C1 are in English.
Translation into English will be done by the party who transfers the
call.



Case Priorities



	
Priority Level
	
Priority Name
	
Priority Definition

	
1
	
Very High
	
Vital business processes (e.g. Server/critical
workflow down).  A case is to be set as "Very High" when there is a
breakdown of vital business processes on the Marketplace.  The case requires
immediate processing as the breakdown can result in significant financial
losses.

	
2
	
High
	
Major functional issue (e.g. workflows down,
login).  A case is to be set as "high" when there is a major
disruption of normal business processes.

	
3
	
Medium
	
Minor functional issue (e.g. content, bad
links).  A case is to be set as "medium" when there is a minor
disruption of normal business processes.

	
4
	
Low
	
General information or request




Support Levels

The Support for the joint solution is organized within three
levels.


	
Support Levels
	
Support tasks

	
Level 1
	



	Solve `how to' questions


	Solve system questions


	Search notes


	Clarify the problem


	Reproduce the problem


	Provide solution if possible


	Forward unsolved cases to level 2



	
Level 2
	



	Analyse problem


	Determine component(s)


	Propose workaround


	Determine impact on the business


	Translate case into English, if it is passed to SAP or
C1


	Provide solution if possible


	Forward unsolved cases to appropriate group in level
3



	
Level 3
	



	Fix bugs and create notes


	Deliver final resolution


	Translate case into English, if it is passed to SAP or
C1









	
Support Level
	
Responsibility

	
Level 1
	
Customer

	
Level 2
	
See appendix A

	
Level 3
	
See appendix A





The standard support interface to the customer is support level 2, if
necessary level 3 will contact the customer directly.  The case distribution
between SAP and C1 depends on the component owner which is listed in Appendix
B.



Response Times

a)Response times to the customer


	
Priority Level
	
Response Time from joint Support (in hours)

	
1
	
2

	
2
	
4

	
3
	
8

	
4
	
No specific response time






The response times are calculated during availability hours only.

b)Response times between SAP and C1
SAP and C1 make best efforts to achieve the response times (see section
response times a)).  If it is necessary to transfer the case between SAP and C1
this happens as soon as possible, so that the other party has sufficient time
for a resolution or an action plan.  Both parties shall use reasonable efforts
to assist the other party in resolving the customer cases.



Escalation procedures

Escalation criteria
The escalation procedure ("Escalation") will be followed if
either party believes a Customer situation requires additional attention by the
other party to resolve the problem.  Escalation is triggered by the Customer or
either party when:



a.the Customer is not satisfied with the progress of an issue; and

   b.there is a significant impact to business operations or project
implementation; and

   c.high levels of Customer anxiety exist.





Escalation processes
Either party's Escalation contact (see appendix D) or support consultant may
call the other party's Escalation contact.  The parties agree that escalation
contacts (see appendix D) shall be available on a 24 hours, 7 days a week basis
to handle emergency situations.  Once a party requests Escalation a mutual
action plan will be developed which defines the steps to resolve the
customer's problem.  The steps are at minimum:


a.address resources or increase them if already addressed,

   b.define responsibilities for each action,

   c.expected completion date of each action,

   d.Contingency/next steps if desired results are not achieved.



This action plan will be modified by mutual agreement among the designated
contacts as required by the situation.

The parties agree that on each party's reasonable request the other party
shall send support personnel to customer's site within 24 hours to resolve
escalated customer cases.  Such personnel shall be skilled in the minimum set of
training described in appendix C.  The costs of such activities including
travel, lodging, meals and standard hourly rate shall be paid by each
contributing party themselves.

When the customer states the problem is resolved or the situation no longer
requires Escalation, the Escalation is closed.  Each party will exchange with
the other party the final reports summarizing the actions taken and results of
these actions, likelihood of problem recurrence and recommend future
actions.



Call tracking system
SAP and C1 will respectively provide access to their call tracking
systems with the task that cases may be exchanged worldwide.



Technical Support Information Database
SAP and C1 will respectively provide access to their Technical
Support Information Database.  Each party posts any information about available
patches and /or fixes into the table definitions.

Each party shall grant the other party free of charge the right to those
portions of its technical/support information database that are required for the
fulfillment of the support duties.

Neither party may license, transfer, sell, loan, distribute or otherwise
provide the other party's technical/support information database or any portion
thereof, to any third party, unless expressly agreed to in writing in advance by
the parties.



Proactive Services/Monitoring/Remote connectivity
SAP and C1 analyze rules and architecture

for the integration of the existing proactive service tools, methods and
technologies.  The parties work together on the development of an integrated
solution which has to be available no later than one year from the date of this
agreement.



Training
SAP and C1 agree that there is a minimum set of training described in
appendix C.  Each party provides one desk space in each major support
center.



Required Support-specific Information
When a case is transferred between the parties, the following
information is provided

General customer information:





	Name of the customer company
	Name of the person reporting the problem.
	Phone/Fax number of this contact person



Problem-specific information:





	Software Release
	Database type and release
	System type (production, test system)
	Description of impact to customer
	Problem description
	Description of initial problem analysis
	Attachments






	trace information, dumps
	console information, system to system case analysis
	notes sent to customer






	name and phone number of support consultant transferring the call




Support Contacts
SAP and C1 have defined support contacts for general information
exchange and escalations.  The contacts are listed in appendix D.



Term
This agreement is valid unless SAP and C1 mutually agree to change
this Exhibit.  Changes to this Exhibit shall be mutually agreed upon in writing
by the parties.

 



Definitions


	
Term
	
Definition

	
Case
	
A case is a valid request for technical support
raised via the hotline, e-mail or support request form on the portal.  This is
an incident starting with the complete or partial malfunction of an element of
the joint solution.

	
Action plan
	
An action plan contains the steps to be taken
towards a solution.  An action plan always includes timeframes.

	
Response time
	
This is the period of time in which an action
plan or resolution is provided.



















Appendix A: Support Responsibilities


	
Product
	
Level 1
	
Level 2
	
Level 3

	
EnterpriseBuyer

Desktop Edition
	
Customer
	
C1 through 12/31/2000; Selling Party thereafter
	
SAP or C1 depending on component

	
EnterpriseBuyer

Professional Edition
	
Customer
	
SAP through 12/31/2000; Selling Party thereafter
	
SAP and C1 depending on component

	
MarketBuyer hosted,

HME + Marketsite (Exchange)
	
Customer
	
SAP or C1 depending on the license owner
	
SAP and C1 depending on component

	
Marketsite
	
Customer
	
C1
	
SAP or C1 depending on component



















Appendix B:  Component List


	
Category
	
Product (Who licenses)
	
Description
	
Provided by

	
Application
	
Auction Services
	
Auction Services application formally known as Commerce
Bid
	
C1

	
Application
	
Content Staging Workbench
	
Manage and approve catalog content prior to catalog
update
	
C1

	
Application
	
eP Junior
	
Entry-level eProcurement application
	
C1

	
Application
	
Supply Order
	
Interim Order Management application
	
C1

	
Content Mgmt
	
Content Factory
	
Refines content from supplier for consumption by various
applications
	
C1

	
Content Mgmt
	
iMerge
	
Content Management and search application
	
C1

	
Infrastructure
	
Business Service Framework
	
Framework for plugging applications/services into the
Marketplace
	
C1

	
Infrastructure
	
Portal Gateways
	
Gateways that run in the Marketplace and transform/map between
xCBL and other protocols such as EDI, RosettaNet and OBI
	
C1

	
Infrastructure
	
Registration Framework
	
Framework for registering trading partners, services and
users
	
C1

	
Infrastructure
	
XCC
	
Document transaction engine for moving document around the
GTW
	
C1

	
Infrastructure
	
XML Portal Connector (XPC)
	
Tool for enabling easy integration of trading partner and 3rd
party services
	
C1

	
Content Mgmt
	
RoundTrip
	
Content Presentment service
	
C1

	
Application
	
eP +
	
The eProcurement solution for Enterprise and Marketplace
customers
	
Joint

	
Application
	
APO Application
	
Advanced Planning and Optimization
	
SAP

	
Application
	
Billing Engine
	
Billing application for the Marketplace
	
SAP

	
Application
	
Bulletin Board
	
Bulletin Board application for the Marketplace
	
SAP

	
Application
	
BW Application
	
Business Intelligence Warehouse application
	
SAP

	
Application
	
CRM Application
	
Customer Relationship Application; contains many
services
	
SAP

	
Application
	
Internet Sales
	
Selling service; part of CRM
	
SAP

	
Application
	
Dynamic Pricing
	
Pricing Engine used with Order Management
	
SAP

	
Application
	
Newsfeed
	
Marketplace content provider of news
	
SAP

	
Application
	
Order Management
	
Order Management Service contained in CRM
	
SAP

	
Application
	
PLM Application
	
Product Life Cycle application
	
SAP

	
Content Mgmt
	
OCI
	
Content Presentment service
	
SAP

	
Development Environment
	
ProSys EJB
	
Enterprise Java Beans development environment
	
SAP

	
Infrastructure
	
Business Connector
	
Interface for transforming SAP RFC/IDOC to/from
HTTP/XML
	
SAP

	
Infrastructure
	
SAP-EDI Gateway
	
Possible interim EDI Gateway solution
	
SAP

	
Rendering machine
	
ITS
	
Renders HTML pages for R/3 and Basis applications
	
SAP

	
Security
	
Trust Center
	
Provides Certificate and Registration Authority for X509
certificates
	
SAP

	
Systems Management
	
CCMS
	
Monitoring, Performance, Reporting of systems and
applications
	
SAP



















Appendix C:  Minimum set of training


	
Training
	
Provided by SAPMarkets
	
Provided by C1

	
EnterpriseBuyer Desktop Edition
	 	
X

	
Content
	 	
X

	
Marketsite
	 	
X

	
EnterpriseBuyer Professional Edition
	
X
	 
	
Internet Sales
	
X
	 
	
CRM
	
X
	 
	
Call Tracking System
	
X
	
X

	
Dynamic Pricing
	
X
	 
	
Business Connector
	
X
	 



















Appendix D:  Support Contacts

SAP
Global Support Contact:  Bernd Bergman +49 6227 7-40363

Regional Support Contact Europe:  Dirk Reinfant +49 6227 7-46766

Regional Support Contact U.S.:  Christoph Ludwig +1 650-849-4307

Escalation Contact:  Angeline Ng +49 6227 7-64742



C1
Global Support Contact:  Tony Sung +1 925 8192028

Regional Support Contact Europe:  Jim Wait +33 492292875

Regional Support Contact U.S.:  Joy Bowen +1 9255206001

Regional Support Contact Asia Pacific:  Terry Keaveny +61 392255009

Escalation Contact:  Ralph Peterson +1 9255205949




















EXHIBIT G: SAP U.S. APPROVED DISTRIBUTORS

See Attached

	
PROVIDER
	
MAIN OFFICE
	
SALES OFFICE
	
TERRITORY

	
BRAMASOL, INC.

Principal:  Louise De Putron

Assistant:  Debra Lewis

Tel:  650-325-4727

Fax:  650-325-3430

Mail to: L.debutrom@bramasol.com

Sales/Marketing:  Frank Moore

Tel:  1-888-779-4727 x 3024

Mail to: frank.moore@bramasol.com

Lead Routing:  Louise de Putron
	
100 Hamilton Avenue

Suite 402

Palo Alto, CA 94301

Main Phone:

650-325-4727

Main Fax:

650-325-3430
	
7755 Center Avenue

Suite 1100

Huntington Beach, CA 92647

Tel:  714-372-2228

Fax:  714-372-4968

4600 South Ulster Street, Suite 240

Denver, CO 80237

Tel:  303-252-0389

Fax:  303-846-3073

10900 NE 4th Street, Suite 3200

Bellvue, WA  98004

Tel:  425-990-1034

Fax:  253-770-8880
	
Arizona

California

Colorado

Hawaii

Idaho

Montana

Nevada

Oregon

Utah

Washington State

Wyoming

	
DOLPHIN SOLUTION GROUP

Principal:  Chris Carlsen

Fax:  605-339-2947

Mail to: chris.carlsen@dolphinsap.com

Sales:  Larry Kallhoff

Mail to: larry.kallhoff@dolphinsap.com

Marketing:  James Hosner

Tel:  727-785-7746

Fax:  727-772-7926

Mail to: james.hosner@dolphinsap.com

Lead Routing:  James Hosner
	
101 South Main Avenue, Suite 600

Sioux Falls, SD  57104

Main Phone:

888-834-2727

605-988-5200

Main Fax:

605-988-5299
	
Centennial Lakes, Suite 217

7701 France Ave. S.

Minneapolis, MN  55435
	
Minnesota

Nebraska

North Dakota

South Dakota

	
e.coetry

Principal:  James Keton

Tel:  972-367-1530 x 105

Fax:  972-669-8985

Email:james.keton@ecoetry.com

Sales:  David Robinson

Tel:  972-367-1530 x 201

Mail to: david.robinson@ecoetry.com

Marketing:  Jeannette Keton

Tel:  972-367-1530 x 103

Mail to: jeannette.keton@ecoetry.com

Lead Routing:  Jennifer Ekstrand

Tel:  972-367-1530 x 207

Fax:  972-669-8985

Mail to: Jennifer.ekstrand@ecoetry.com
	
3400 Waterview Parkway, Suite 100

Richardson, TX  75080

Main Phone:

972-367-1530

Main Fax:

972-669-8985
	
550 Post Oak Place, Suite 310

Houston, TX  77027

Contact:  Phillip Hayes

Tel: 713-626-4423

Fax: 713-626-1197
	
Iowa

Kansas

Missouri

New Mexico

Oklahoma

Texas

	
FIN TECH SERVICES, LTD.

Principal:  Michael Campbell

Tel: 403-705-2553

Fax: 403-233-0845

Email: mailto: mikec@teamfintech.com

Marketing:  Bob Hollingshead

Tel: 403-705-2504

Email:Bobh@teamfintech.com
	
703 6th Avenue SW, Suite 900

Calgary, AB T2P 0T9
	 	
Western Canada

(Incl. Provinces of Manitoba, Saskatchewan, Alberta and British Columbia)

Alaska, Northwest Territories, Yukon

	
GLOBAL CORE SOFTWARE

Principal:  Jerry Ward

Tel: 203-323-3539

Email: mailto: Ward_J_GCS@msn.com

Sales: Ken Romano

Tel: 516-656-4826

Email: mailto: KRomano525@aol.com

Marketing: Deb Beard

Tel: 781-939-3490 x15

Fax: 781-939-3497

Email: mailto: deb.beard@gcsap.com

Lead Routing: Deb Beard

Tel: 781-939-3490

Email: mailto: deb.beard@gcsap.com
	
400 West Cummings Park

Suite 3400

Woburn, MA 01803

Main Phone:

781-939-3490

Main Fax:

781-939-3497
	 	
Connecticut

Maine

Massachusetts

New Hampshire

Rhode Island

Vermont

	
LINK COMPUTER CORPORATION

Principal: Tim Link, President

Tel: 814-946-3085

Fax: 814-946-1522

Email: mailto: tlink@linkcorp.com

Marketing: Karen Dell

Tel: 814-946-3085 x 425

Email:kdell@linkcorp.com

Sales: Mark Williams

Email: mailto: mwillia@linkcorp.com
	
317 E. Pleasant Valley Blvd.

Altoona, PA 16602

Main Phone:

814-946-3085

Main Fax:

814-946-1522
	 	
Delaware

Maryland, and Pennsylvania

(except the following zip codes: 085XX; 180XX; 181XX; 189XX; 190XX; 191XX;
193XX; 194XX)

Parts of West Virginia (w/zip codes as follows: 260XX, 266XX, 254XX,
268XX)

	
MRK

Principal: Mike Kennedy

Tel: 216-535-4100

Fax: 216-535-4101

Email:Michael.kennedy@mrktech.com

Contacts

Sales: John Rainsberger (Senior VP)

Tel: 216-535-4112

Fax: 216-535-4102

Email:john.rainsberger@mrktech.com

Lead Routing: Shannon Comodeca

Email:scomodeca@mrktech.com
	
One Cleveland Center

1375 E. 9th Street

Suite 600

Cleveland, OH 44144

Main Phone:

216-535-4100

Main Fax: 216-535-4101

Toll Free Phone: 1-800-747-4MRK (675)

www.mrktech.com
	 	
Kentucky

Michigan

Ohio

	
OSPREY SYSTEMS, INC.

Principal: Dave Rizzo

Tel: 704-943-1401

Fax: 704-943-1460

Director Sales: Jeff Spalding

Tel: 704-943-1450

Email: mailto:jspalding@ospreyus.com

Marketing: Kathleen Tunson

Tel: 704-943-1441

Email: mailto:ktunson@ospreyus.com

Lead Routing: Dick Dempster

Tel: 704-943-7502

Email: ddempster@ospreyus.com
	
150 Osprey Point Drive

Charlotte, NC 28217

Main Phone:

704-943-1300

Home Page:

www.ospreysystems.com
	 	
District of Columbia

North Carolina

Tennessee

(w/zip codes as follows: 373XX, 373XX, 376XX, 379XX, 385XX)

Virginia

West Virginia

(w/zip codes as follows: 247XX, 253XX, 255XX, 259XX)

	
OPTIMUM SOFTWARE SOLUTIONS, A DIVISION OF PLAUT SYSTEMS &
SOLUTIONS, INC.

Principal: Bob Bart

Tel: 416-512-6784

Fax: 416-512-9220

Email: rbart@optimum-cbs.com

Contacts:

Sales: Bob Bart

Tel: 416-512-6784

Marketing: Alex Dubijac

Tel: 416-512-6784

Email: adubajic@optimum-cbs.com

Lead Routing: Jennifer Sibley

Tel: 416-512-6784

Email: mailto:jsibley@optimum-cbs.com
	
4100 Yonge Street

Suite 505

North York, Ontario  M2P 2B5

Main Phone:

416-512-6784

Main Fax:

416-512-9220

Home Page:

www.optimum-cbs.com
	 	
New York (Norther part)

Province of Ontario

	
PLAUT CONSULTING (AGENT FOR SAP)

David Parmele

Out of Main office

Tel: 781-768-0500

mailto: Parmele@plaut.com

Marc Mergen

Tel: 770-350-0400

Mergen@plaut.com

Michael DiGiandomencio (Atlanta)

Tel: 770-350-0400

Digiandomencio@plaut.com

Lead Routing: Ira Harvel (Atlanta)

Tel: 601-898-3262

Fax: 770-350-0430

Cell: 601-506-5364

Mailto: Harvel@plaut.com
	
1050 Winter Street, Suite 2300

Waltham, MA 02451

Main Phone:

781-768-0500

6 Concourse Pkwy NE Suite 1970

Atlanta, GA  30329
	 	
Alabama

Arkansas

Louisiana

Mississippi

Tennessee

(w/zipcodes as follows: 370XX-372XX, 380XX, 384XX)

	
PRIMONICS, INC.

Principal: Daniel Kocur

Tel: 514-684-9250

Fax: 514-684-9250

Email: Daniel.kocur@primoncis.ca

Contacts:

Sales: Daniel Kocur

Marketing: Hellen Diamantakis

Tel: 514-684-9250

Email: mailto: hellen.diamantakis@primonics.ca

Lead Routing: Daniel Kocur
	
1375 Trans-Canada Hwy., Suite 500

Dorval, QC H9P 2W8
	 	
New Brunswick

Newfoundland

Nova Scotia

Prince Edward Island

Province of Quebec

	
ITELLIGENCE (S-V)

Principal: Gil Missana

Tel: 708-836-9797

Fax: 708-836-3102

Email: gil.missana@svc-ag.com

Jennifer Roach

Email: mailto: Jennifer.roach@svc-ag.com

Marketing: Rose Finnegan

Email: mailto: rose.finnegan@svc-ag.com

Sales: Gil Missana

Lead Routing: Rose Finnegan

Tel: 708-836-3100

Email: mailto: rose.finnegan@svc-ag.com
	
Five Westbrook

Corporate Center

Suite 900

Westchester, IL 60154

Main Phone:

708-836-9797
	 	
Illinois

Indiana

Wisconsin

	
PLAUT SIGMA SOLUTIONS

Principal: Buck Marty

Tel: 404-531-5115

Email: buck.marty@sigmacbs.com

VP Sales: Robert Scobie

Tel: 404-531-5114

Email: rscobie@sigmacbs.com

Marketing Contact: Andrea De Smedt

Tel: 404-531-5110

mailto: andrea.desmedt@sigmacbs.com

Lead Routing: Andrea De Smedt
	
5555 Glen Ridge Connector, Suite 650

Atlanta, GA  30342

Main Phone: 404-531-5100

Toll Free:

888-200-4045

Main Fax:

404-531-5102
	 	
Florida

Georgia

South Carolina

	
TITAN TECHNOLOGIES GROUP, LLC

Principal: Ken Hill

Email: mailto: KHILL@CNDR.COM

Ken Hills' office address:

Annapolis Office Plaza

170 Jennifer Drive, Suite 325

Annapolis, MD  21404

Sales: Arthur Colombo

Email: Arthur.colombo@titantg.com

Marketing: Lucille Penn

Tel: 732-635-2501

Email:lucille.penn@titantg.com

Lead Routing: Lucille Penn
	
499 Thornall Street, First Floor

Edison, NJ 08837

Main Phone:

732-635-0800

Main Fax:

732-635-0850

Mail Email:

titanteam@titantg.com
	
575 Madison Avenue, 6th Floor

New York, NY  10022
	
New Jersey

Parts of New York

(w/zip codes as follows: 100XX-109XX, 115XX, 124XX through 127XX, except for
12402 and 12443, 137XX-139XX)

Parts of Pennsylvania

(w/zip codes as follows: 180XX, 181XX, 189XX, 190XX, 191XX, 193XX,
194XX)