under its obligations for Maintenance
described in Appendix B.
4.5
Accountability. RESELLER SHALL BE
RESPONSIBLE FOR ACCURATELY AND COMPLETELY REPRESENTING THE SOFTWARE AND ITS
SERVICES IN ACCORDANCE WITH THE DOCUMENTATION OR OTHER SAP OFFICIALLY SANCTIONED
MATERIALS. RESELLER SHALL ASSUME ALL FINANCIAL AND LEGAL LIABILITY FOR THE
QUALITY, RELIABILITY, AND ACCURACY OF ALL REPRESENTATIONS MADE BY RESELLER, ITS
EMPLOYEES, AGENTS, AND CONSULTANTS REGARDING THE SOFTWARE, WHETHER ORAL OR
WRITTEN, BEYOND WHAT IS CONTAINED IN THE DOCUMENTATION AND OTHER SAP OFFICIALLY
SANCTIONED MATERIALS, AND SHALL ASSUME PRIMARY RESPONSIBILITY FOR ALL
COMMUNICATIONS ASSOCIATED WITH ANY CLAIMS, PROBLEMS, OR OTHER COMPLAINTS AS TO
QUALITY, FUNCTION, PURPOSE, AND COMPATIBILITY IN ACCORDANCE WITH THE
DOCUMENTATION WHENEVER THE SOFTWARE IS REFERENCED, DEMONSTRATED OR ADVERTISED.
Reseller shall give SAP, SAP AG and its licensors appropriate credit for the
ownership of the Software at any presentation of the Software.
4.6
PERFORMANCE TARGETS.
4.6(a)
Performance Targets.
Reseller shall meet the sales and
other performance targets set forth in the SAP Partner Program or as otherwise
mutually agreed upon by the parties in writing from time to time.
4.6(B)
SALES CAPACITY. RESELLER SHALL CREATE AND MAINTAIN A
SALES CAPACITY AT EACH LOCATION WITHIN THE TERRITORY, WHICH IS COMPRISED OF
SALES, PRE-SALES, SUPPORT AND ADMINISTRATIVE PERSONNEL AND EQUIPMENT, AT THE
RESELLER'S OWN EXPENSE, REQUIRED TO MEET ITS SALES TARGETS, CUSTOMER
SATISFACTION TARGETS, ANY OTHER PERFORMANCE TARGETS ESTABLISHED AS PROVIDED
HEREUNDER, AND OTHERWISE PERFORM ITS OBLIGATIONS HEREUNDER.
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4.6(c)
Customer Satisfaction Targets.
Reseller shall obtain
and maintain customer satisfaction ratings, as set forth in the SAP Partner
Program or as mutually agreed upon by the parties in writing from time to time
("Customer Satisfaction Target").
Customer satisfaction shall be measured by
SAP in substantially the same manner as SAP measures customer satisfaction for
its directly licensed customers.
In the event Reseller does not provide SAP
accurate, complete and timely information required to complete customer
satisfaction surveys, Reseller shall be deemed to have received an
unsatisfactory rating for that period.
Unless otherwise requested in writing by
the customer, SAP shall promptly deliver to Reseller all customer satisfaction
questionnaires and surveys received by it with respect to the Reseller.
4.7
THIRD PARTY PRODUCTS. DUE TO THE UNUSUAL
COMPLEXITY OF THE SOFTWARE, SOME THIRD PARTY SOFTWARE AND HARDWARE MAY NOT BE
COMPATIBLE WITH THE SOFTWARE, MAY IMPOSE SPECIAL SUPPORT OBLIGATIONS OR MAY
HINDER THE SOFTWARE'S USE, THEREBY CAUSING DAMAGE TO SAP AND/OR RESELLER.
THEREFORE, RESELLER AGREES TO NOT DISTRIBUTE, SUPPORT, PROMOTE, OR RECOMMEND ANY
THIRD PARTY PRODUCT FOR PURPOSES OF INTEROPERATING WITH THE SOFTWARE WHICH HAS
NOT BEEN PREVIOUSLY APPROVED IN WRITING BY SAP OR OTHERWISE HAS BEEN MADE KNOWN
TO THE PUBLIC OFFICIALLY AS APPROPRIATE FOR USE OR INTEROPERATION WITH THE
SOFTWARE.
RESELLER'S BREACH OF THIS PROVISION SHALL BE A MATERIAL BREACH OF
THIS AGREEMENT.
IN THE EVENT RESELLER DESIRES TO DETERMINE WHETHER A THIRD
PARTY PRODUCT IS APPROVED BY SAP FOR INTEROPERATION WITH THE SOFTWARE, RESELLER
SHALL SUBMIT SUCH REQUEST IN WRITING TO SAP IN ACCORDANCE WITH SAP'S POLICIES.
ALL EXPENSES RELATIVE TO