FY2003 10K Exhibit 10.29






                                                                                    Exhibit 10.29



Addendum #1 to the Strategic Alliance Agreement (SAA) 

SAP/Commerce One Agreement in relation to the corProcure transaction

Dated: 29 September, 2000

This document and the two letters attached hereto is a supplementary
agreement (Supplementary Agreement) representing the key commercial terms agreed
between Commerce One, Inc. (C1) and SAP AG /and SAPMarkets, Inc. (together SAP)
and SAP Australia Pty Limited (SAP Australia) solely for the purpose of enabling
SAP Australia to perform its obligations under a proposed agreement between SAP
Australia and corProcure Pty Limited (corProcure Agreement). In the event of any
inconsistency between the terms o this Supplementary Agreement and the SAA for
the purpose of the corProcure Agreement, this document shall prevail. Additional
terms are included in a Tripartite Agreement with corProcure to which both SAP
Australia and C1 are parties. It is the intention of the parties that the
Tripartite Agreement and the SAA (as varied by the Supplementary Agreement) are
to be read concurrently and each agreement is to be given full force and
effect.

Commerce One, SAP Australia and SAP agree to the terms set out in this
document.


	corProcure

1.1 There are 14 founding shareholders in corProcure. PricewaterhouseCoopers
will become a 5% equity partner in corProcure. The Founding Shareholders
are:


	
corProcure Founding Shareholders Name
	
ACN/ABN

	
Amcor Limited
	
000 017 372

	
AMP Limited
	
84 079 354 519

	
Australian Postal Corporation
	
A body corporate incorporated under the Australian Postal Corporation Act
1989

	
Australia and New Zealand Banking Group Limited
	
11 005 357 522

	
The Broken Hill Proprietary Company Limited
	
004 028 077

	
Coca-Cola Amatil Limited
	
004 139 397

	
Coles Myer Ltd.
	
11 004 089 936

	
Foster's Brewing Group Limited
	
007 620 886

	
Goodman Field Limited
	
000 003 958

	
Orica Limited
	
69 004 145 868

	
Pacific Dunlop Limited
	
004 085 330

	
Qantas Airways Limited
	
009 661 901

	
Telstra Corporation Limited
	
051 775 556

	
Wesfarmers Limited
	
008 984 049







	Pricing

2.1 The license fees payable to SAP Australia for the initial order of
software will be for a total of AUD $8.54m, which is comprised of the
AUD $6m referred to in clause 2.2 and the AUD $2.5m referred to
in clause 2.3(a). These will be paid to SAP Australia in 3 installments and
the relevant payment dates are 30 September 2000, 30 November 2000 and
15 December 2000.

2.2 A marketplace 'bundle' (collectively called the "Marketplace Software") for
a license fee of AUD $6m made up of:



	MarketSite, (note: SAP Australia will initially license MarketSite to
corProcure not MarketSET and MarketSET may thereafter be provided to corProcure
where this is part of a new release of the software delivered to corProcure by
SAP and/or SAP Australia). 
	Auction Software 
	iMerge and 
	Content factory (now Content Refinery) 
	One Hosted BuySite 
	SAP APO and SAP BW for use on MarketSite (included at no additional license
fee charge to corProcure)




2.3 C1 Buyer Software (Buyer Software).

	corProcure will license 5 Enterprise BuySite licenses for AUD $2.5m as
part of initial order
	Enterprise BuySite and Hosted BuySite for a license fee of AUD $500k
each (these may be independently licensed and are not part of the 'initial
bundle')



2.4 Net Market Maker Solution.

	Net Market Maker Solution (comprises MarketSite Builder and a Hosted BuySite
only) for a license fee of AUD $500k per license. This license fee is valid
to 30 September 2001. The NetMarket Maker Solution may be independently
licensed and is not part of the 'initial bundle.'
	A revenue share of 6% of the Net Market Maker Solution's entity's gross
revenue will apply to all Net Market Maker Solutions sold under this agreement
for a five year period (less any credits or returns which the licensee may
ultimately charge to or deduct from revenue). At the end of the 5 year period,
the parties will negotiate the percentage of gross revenue that will be payable
in respect of Net Market Maker Solution.



2.5 SAP Software.

	SAP Australia will provide a 65 named user license for mySAP.com for use by
corProcure as their internal 'ERP' system.





	Commercial Terms

3.1 Except as provided below, all revenues received pursuant to the
corProcure Agreement are to be split 50/50 between SAP and C1. This includes
license fees, annual maintenance (less any rebates payable to corProcure
pursuant to clause 3.4 and any commission payable pursuant to
clause 3.9) and revenue share under the corProcure Agreement or related
agreements with corProcure including all revenue share associated with Net
Market Maker Solution verticals connected to corProcure.


3.2   Professional service fees will be paid to the organization who executes the
work, through initially all services will be contracted to SAP Australia (SAP
Australia will not charge a premium on top of the C1 rates).

3.3   Maintenance for the Marketplace Software is calculated at 12% of the total
fee of AUD $6m.

3.4   Maintenance on the Buyer Software (Enterprise BuySite, Hosted BuySite, Net
Market Maker Solution) is 18% of the applicable license fee for each year
Maintenance is provided. Of this SAP Australia will rebate 8% to corProcure if
corProcure or any other licensee conducts level 1 and 2 support in respect of
the software.

3.5   Maintenance services and response times have been agreed to as per the
standard SAP Australia license government. C1 agrees that the local C1 regional
support centre will actually deliver the service for the C1 software in
accordance with SAP Australia's standard response times. Maintenance will also
include on site attendance, where necessary in order to perform the maintenance
obligations as set out in SAP Australia's standard agreement.

3.6   C1 will maintain all C1 software as initially provided to corProcure by SAP
Australia at least at the same level of integration and functionality as
accepted so as to ensure full interoperability of all components of such
software for the period that maintenance is provided.

3.7   SAP has agreed with corProcure that if a licensee is granted a license to
use mySAP.com Software, the licensee will also be automatically granted a
license to use the C1 BuySite Enterprise Edition Software at no additional cost
on the terms of the relevant mySAP.com Software license that the licensee enters
into, in particular in relation to the number of users covered by the license.


If a Licensee wishes to use C1 BuySite Enterprise Solution Software and is
upgrading to a mySAP.com license then the mySAP.com license shall be increased
by an amount of A $500,000 (to cover the cost of the Enterprise BuySite) of
which a total of AUD $250,000 will be remitted to C1.

3.8   C1's liability to SAP and SAP Australia in respect of its indemnity for
injury to persons or damage to tangible property (excluding loss of data) is
unlimited.

3.9   SAP Australia and corProcure have agreed to negotiate in good faith an
agreement whereby a revenue share of 10% will be paid on all transactions that
occur between the mySAP.com Marketplace powered by Telstra (MPT), which is the
local SAP marketplace that has been set up by SAP Australia/Telstra, and its
interoperation with the corProcure marketplace. C1 will share in the SAP
Australia portion of this revenue share.

3.10   SAP Australia and corProcure have also agreed to negotiate in good faith an
agreement whereby SAP pays a commission raging from 0% to 10% depending on the
circumstances to corProcure where corProcure is actively involved in creating
new revenue for SAP Australia arising from sales of software providing
connectivity to the corProcure marketplace. C1 will share in the SAP Australia
portion of this revenue that is payable to corProcure.

3.11   Included in the corProcure Agreement is a statement that SAP Australia and
corProcure will look at future value adding arrangements and that corProcure
will provide a revenue share to SAP Australia where there is value added to the
corProcure venture. C1 will be entitled to share in any such revenue received by
SAP Australia.

3.12   SAP Australia will allow corProcure to incorporate the APO and Business
Warehouse components of mySAP.com into the MarketSite bundle at no additional
charge.

3.13   In the event any payments under this Supplementary Agreement are deemed to
be a royalty and SAP is required to withhold any amount towards payment of tax
on C1's income (withholding tax) SAP may offset such withholding taxes against
any amounts payable to C1 pursuant to this Supplementary Agreement.


	Software Rights and Usage

4.1  Marketplace Software.

	The MarketSite Software will be located on equipment outside Australia and
New Zealand until August 2001. After this time, the MarketSite software may
be moved to Australia or New Zealand.
	Components of the Marketplace Software other than the MarketSite software
may be installed in Australia or in the same location as the MarketSite
software.
	End users and suppliers may access the Marketplace Software in relation to
the electronic supply and procurement of products and services.



4.2  Buyer Software.

	The 5 initial instances of the Buyer Software will be licensed to corProcure
or a wholly owned subsidiary.
	corProcure may novate the 5 initial Buyer Software licenses to the Founding
Shareholders, entities in which one or more Founding Shareholders or corProcure
have an equity interest ("Nominees"), wholly owned subsidiaries of Founding
Shareholders or Nominees or PricewaterhouseCoopers (other than Hosted BuySite)
on terms which are substantially similar to the terms of the license granted to
corProcure.
	Thereafter corProcure, Founding Shareholders, Nominees or their wholly owned
subsidiaries as well as PwC (other than Hosted BuySite) may license the Buyer
Software directly from SAP Australia on an ongoing basis on terms which are
substantially similar to the terms of the license granted to corProcure.
	Where the licensee of the Buyer Software is corProcure or a Founding
Shareholder, their Affiliates shall also be entitled to use the Buyer Software.
"Affiliate" has the meaning given in the corProcure Agreement.
	The Buyer software must operate on equipment located in Australia.



4.3  NetMarket Maker Software.

	The NetMarket Maker Software may be licensed to corProcure, Founding
Shareholders, Nominees or their wholly owned subsidiaries directly from SAP
Australia on an ongoing basis on terms which are substantially similar to the
terms of the license granted to corProcure.
	End users and suppliers may access the Marketplace Software in relation to
the electronic supply and procurement of products and services.
	A change in control of a licensee does not affect its rights to use the
NetMarket Maker software.
	The Net Market Maker software must operate on equipment located in
Australia.



4.4  A licensee will be provided with APIs in relation to the Commerce One
software.

4.5  C1 will ensure that its logos only appear on the home page(s) of the
software in a form substantially similar (including as to size and spacing) as
have been provided to corProcure.

4.6  Where usage reports in respect of the software are delivered to an
independent auditor in order to determine revenue sharing entitlements, C1 will
share in the costs payable by SAP Australia in respect of such independent
auditor.


	Indemnity

5.1  C1 warrants to SAP and SAP Australia that the licensing by SAP Australia
of the MarketSite software (under the corProcure Agreement) to enable corProcure
to use the MarketSite Software to operate corProcure's business:

	On equipment outside Japan, Germany, all countries in the Americas
(excluding USA and Canada), Australia and New Zealand; or
	Otherwise than for the purpose of setting up a branded MarketSite
specifically targeted for the provision of goods and services purchased by a
healthcare provider), does not infringe the rights of any party.



5.2  C1 will indemnify SAP and SAP Australia against all direct losses incurred
by SAP and SAP Australia which are caused by a breach of the above warranty. SAP
and SAP Australia must take all reasonable steps to mitigate any losses for
which this indemnity is sought. Direct losses mean those losses incurred by SAP
or SAP Australia in respect to claims made against them by corProcure or persons
claiming that the licensing of MarketSite Software under the corProcure
Agreement infringes on their rights. There is no cap on liability in respect of
a breach of the warranty by C1. SAP or SAP Australia, as the case may be:
(i) agrees to promptly notify C1 upon knowledge of any claim, suit, action,
or proceeding for which it may be entitled to indemnification under this
Supplementary Agreement; (ii) shall permit C1 to have the sole right to
control the defense of any such claim; (iii) agrees to provide reasonable
assistance to C1 at C1's expense, in defense of the same; (iv) will not
enter into any settlement agreement or otherwise settle any such claim without
C1's express prior consent or request; (v) may, at its own expense,
participate in the defense of any such claim or action. 

5.3  Except as provided under the SAA, warranties, conditions, promises or
statements either expressed or implied, statutory, collateral or otherwise,
whether relating to the products or services C1 perform or supply are expressly
excluded to the extent permitted by law.

5.4  Without limiting the scope of the specific indemnity in clause 5.2,
neither party shall be liable to the other in contract or in tort, for, or in
respect of, loss of date, any indirect loss or for loss of profits expected to
be derived from this Supplementary Agreement or arising out of the use of the
Software.


	Professional Services


6.1  All professional services will be contracted through SAP Australia. SAP
Australia will not put a priming fee on the C1 rates.

6.2  A special rate for 1,000 days has been agreed. The special rate that has
been agreed is as follows:


	
Position
	
Base Rate
	
Ad Hoc Rate
	
Planned Rate

	
Developer
	
$800
	
$720
	
$600

	
Experienced Developer
	
$1400
	
$1260
	
$1050

	
E-commerce Consultant
	
$1600
	
$1440
	
$1200

	
Expert E-commerce Consultant
	
$2000
	
$1800
	
$1500

	
Project Manager
	
$2400
	
$2160
	
$1800

	
Director of Professional Services
	
$3200
	
$2880
	
$2400






6.3  The professional services will be provided at the Ad Hoc
Rate for the first five years, unless, within the first 1,000 person days of the
services, the relevant licensee provides SAP Australia with at least one month's
notice in advance of services required to be provided and such services require
a minimum of 5 consecutive days service from the relevant position, in which
case the Planned Rate shall apply. In the first five years, fees can be
increased by CPI or appropriate industry standard increases as agreed by SAP
Australia and corProcure.


6.4  Fees beyond the 1,000 days will be at C1 VSOE List (Vendor Specific
Objective Evidence) less 25% (which will not require any carve out).

6.5  Agreed rates are based on the use of local Australian resources and no US
based consultants on an ongoing basis.




 

[Signature Page to Follow]

Signed for and on behalf of Commerce One, Inc by

 /s/ Peter Pervere _____________             Peter Pervere ________________ 

    Signed for and on behalf of SAP AG by

/s/ Henning Kagermann _______________            /s/ Michael Junge__________________ 

    Signed for and on behalf of SAPMarkets, Inc by

 /s/ Mayur Shah______________            ________________________ 

    Signed for and on behalf of SAP Australia Pty Limited by

 /s/ Illegible______________            ________________________