In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Ex Input:
-1 -                                            TELKOM CONTRACT No. 076C/01   LICENCE AND MAINTENANCE AGREEMENT   entered into by and between   SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PTY) LIMITED   (SAP AFRICA)   a company incorporated in accordance with the laws of the Republic of South Africa   with offices at SAP Business Park, 1 Woodmead Drive, Woodmead, Sandton   and   TELKOM SOUTH AFRICA LIMITED   (TELKOM)   a company incorporated in accordance with the laws of the Republic of South Africa with   its head office at 152 Proes Street, Pretoria



- 2 -                                             TELKOM CONTRACT No. 076C/01   1.     RECORDAL   It is recorded that:   1. 1.     SAP AFRICA wishes to grant to TELKOM and TELKOM wishes to accept from   SAP AFRICA a licence to use the SOFTWARE (as defined in clause 2. 3. 11),   upon the terms and conditions hereinafter set forth.   1. 2.     The SOFTWARE to be licensed in terms hereof will enable TELKOM to establish,   manage and operate an Internet-based business platform for TELKOM'S e-   commerce exchange, that is, a Marketplace as defined in clause 3. 9.   1. 3.    The parties record their agreement in this document that, upon signature by the   party signing last in time, shall supercede and prevail over all other arrangements   and agreements between them as to its subject matter.   2.     INTERPRETATION AND DEFINITIONS   In this AGREEMENT:   2. 1.     clause headings are for convenience and shall not be used in its interpretation;   2. 2.     unless the context clearly indicates a contrary indication -   2. 2. 1.         an expression which denotes -   2. 2. 1. 1.             any gender includes the other genders;   2. 2. 1. 2.             a natural person includes an artificial person and vice versa;   2. 2. 1. 3.             the singular includes the plural and vice versa;



- 3 -                                             TELKOM CONTRACT No. 076C/01   2. 3.      the following expressions shall bear the meanings assigned to them below and   cognate expressions bear corresponding meanings -   2. 3. 1.         AFFILIATE means a company located in the TERRITORY that is a   subsidiary of TELKOM as defined in the Companies Act of 1973, as   amended, provided that should any such entity cease, for whatever reason,   to be a subsidiary of TELKOM, then it shall ipso facto cease to be an   AFFILIATE for the purposes of this AGREEMENT and the provisions of   clause 6. 4 shall apply to such entity;   2. 3. 2.        BUSINESS THIRD PARTIES means those persons or entities who are   authorised by TELKOM to access and/or USE the SOFTWARE in terms of   formal arrangements that TELKOM has with such persons or entities;   2. 3. 3.        COMMERCE ONE INC.  means a company incorporated in accordance   with the Laws of Switzerland with its head offices in Zurich;   2. 3. 4.        DESIGNATED SITE means those facilities of TELKOM located in the   TERRITORY in which one or more DESIGNATED UNITS are located and   which initially is/are defined in annexure 1 to this AGREEMENT or, for   additional DESIGNATED SITES, as may be agreed upon in writing by the   parties;   2. 3. 5.        DESIGNATED UNIT means an individual computer server located at a   DESIGNATED SITE upon which the SOFTWARE is installed. Each   DESIGNATED UNIT must be approved by SAP AFRICA as compatible with   the SOFTWARE and must be identified in annexure 1 hereto or, for   additional DESIGNATED UNITS as may be agreed upon in writing by the   parties;



- 4 -                                             TELKOM CONTRACT No. 076C/01   2. 3. 6.       DOCUMENTATION  means SAP AFRICA's standard DOCUMENTATION   in machine readable format in any medium that is delivered to TELKOM   under this AGREEMENT, including SAP AFRICA's standard manuals,   program listings, data models, flow charts, logic diagrams, input and output   forms, functional specifications, instructions and complete or partial copies   of the aforegoing;   2. 3. 7.       PROGRAM CONCEPTS means the concepts, techniques, ideas and   know-how embodied and expressed in any computer programs or modules   included in the SOFTWARE, including the structure, sequence and   organisation of such programs and modules;   2. 3. 8.       PROPRIETARY INFORMATION means: -   2. 3. 8. 1.           with respect to SAP AFRICA, the SOFTWARE and   DOCUMENTATION and any complete or partial copies thereof, the   PROGRAM CONCEPTS and any other information identified or   reasonably identifiable as confidential and PROPRIETARY   INFORMATION of SAP, SAP AG, or each of their respective   licensors, whether marked with proprietary legend or not (SAP   AFRICA'S PROPRIETARY INFORMATION);   2. 3. 8. 2.           with respect to TELKOM, information identified or reasonably   identifiable, as the confidential and PROPRIETARY INFORMATION   of  TELKOM, whether marked with proprietary legend or not   (TELKOM's PROPRIETARY INFORMATION),   excluding any part of the SAP's or TELKOM's PROPRIETARY   INFORMATION which: -



- 5 -  TELKOM CONTRACT NO. 076C/01   2. 3. 8. 2. 1.        is, or becomes, publicly available through no act or failure of the         other party; or   2. 3. 8. 2. 2.        was or is rightfully acquired by the other party from a source other         than the disclosing party prior to receipt from the disclosing party;         or   2. 3. 8. 2. 3.        becomes independently available to the other party as a matter of         right;   2. 3. 9.              RELEASE means each issue of the SOFTWARE by SAP AG and its         licensors that incorporates the most recent technological functionality and is         identified by the numeral to the left of the decimal point (e. g. 2. 0);   2. 3. 10.            SAP AG means SAP Aktiengesellschaft Systeme, Anwendungen,         Produkte in der Datenverarbeitung, a German corporation, with its head         office located in Walldorf, Germany. For the purposes of this         AGREEMENT, and if required by the context, the phrase SAP AG shall be         deemed to include its licensors, particularly, COMMERCE ONE INC.. Inc, a         company incorporated in accordance with the laws of Switzerland with its         head office at Zurich, Switzerland;   2. 3. 11.         SOFTWARE means:   2. 3. 11. 1.                the SOFTWARE specified in annexure 1 hereto, in machine - or          human - readable form that is licensed to TELKOM hereunder;   2. 3. 11. 2.                any RELEASES, VERSIONS or correction levels of the          SOFTWARE; and



- 6 -                                             TELKOM CONTRACT No. 076C/01   2. 3. 11. 3.          any complete or partial copies or replacements of any of the   aforegoing;   2. 3. 11. 4.          TERRITORY means, for the purposes of USING the SOFTWARE,   all countries in. AFRICA;   2. 3. 11. 5.          THIRD-PARTY DATABASE means a third party proprietary   database or databases or portions thereof that are listed in annexure   1 and such other THIRD PARTY DATABASES that TELKOM may   require in the future;   2. 3. 11. 6.          TRANSACTION USE means USE including remote USE and   access to the SOFTWARE by any method by TELKOM or third   parties which results in a transaction as measured by the processor   incorporated in the SOFTWARE;   2. 3. 11. 7.         USE means to load, execute, employ, utilise, access, store process   information that results in TRANSACTION USE or display of the   SOFTWARE within the TERRITORY. USE is deemed to occur where   any such USE occurs by TELKOM, its AFFILIATES or their   respective employees or BUSINESS THIRD PARTIES authorised by   TELKOM in terms of formal arrangements, to USE the SOFTWARE   and, for the purposes of this AGREEMENT, TELKOM shall permit the    SOFTWARE to be USED only within the TERRITORY;   2. 3. 11. 8.          VERSIONS means each issue of each RELEASE of the   SOFTWARE developed by SAP AG, or its licensors, which has   incorporated further development work within the technology of that   RELEASE.



- 7 -  TELKOM CONTRACT No. 076C/01   2. 4.  Any reference to any legislation is to such legislation at the signature date as     amended or re-enacted from time to time.   2. 5.  All schedules and annexures to this AGREEMENT shall be deemed to be     incorporated in, and form part of, this AGREEMENT.   2. 6.  If any of the aforesaid definitions contains a substantive provision, effect shall be     given thereto as if it were contained in the body of this AGREEMENT.   2. 7.  Where any time period is stipulated in days, then same shall exclude Saturdays,     Sundays and all statutory public holidays provided that any reference in annexure     2 to days, shall include Saturdays, Sundays and statutory public holidays.   2. 8.  Should any provision contain a provision for the benefit of a third party, whether     named or not, then such third party shall be entitled to accept the benefits     conferred in terms thereof, within 30 days of being notified of such benefit. It is     recorded for the avoidance of doubt that the provisions of this AGREEMENT shall     not in the normal course, be disclosed other than to the parties hereto and their     respective employees.   3.  LICENSE   3. 1.  Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement (the   effective date), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.



- 8 -  TELKOM CONTRACT NO. 076C/01   3. 2.     TELKOM agrees that, subject to the provisions of clause 3. 9, the license granted   in terms hereof does not permit TELKOM to:   3. 2. 1.         USE the SOFTWARE and THIRD-PARTY DATABASE in a manner that   allows access to, and USE, (including TRANSACTION USE) directly or   indirectly, to the SOFTWARE by third parties (other than BUSINESS   THIRD PARTIES), whether on TELKOM'S hardware or otherwise; or   3. 2. 2.        sublicense the SOFTWARE to any person or entity in a manner that allows   such person or entity to provide the same or similar services as those   provided by TELKOM utilising the SOFTWARE alone.   3. 3.     TELKOM shall install the SOFTWARE only on the DESIGNATED UNIT located at   the DESIGNATED SITE as agreed to by the parties in annexure 1 hereto.   TELKOM further agrees to USE the SOFTWARE only in accordance with the   DOCUMENTATION or as may otherwise be agreed in writing by SAP AFRICA,   which may not be unreasonably withheld. TELKOM may connect multiple   application servers to each DESIGNATED UNIT and connect a network of   computer terminals and workstations to the application servers. TELKOM may   install the software on another DESIGNATED UNIT for disaster recovery and   business continuity purposes. It is recorded for the avoidance of doubt that   TELKOM shall not be entitled to install the SOFTWARE on another   DESIGNATED UNIT or other hardware situated at another site within the   TERRITORY for the purposes of establishing and operating a Marketplace as   defined in clause 3. 9.   3. 4.     TELKOM may transfer the SOFTWARE from one DESIGNATED UNIT to another   at a licensed DESIGNATED SITE upon prior written notice to SAP AFRICA. The



- 9 -  TELKOM CONTRACT No. 076C/01   SOFTWARE must be deleted in its entirety within 90 days from such transfer   from the DESIGNATED UNIT no longer in use.   3. 5.  If TELKOM is unable to use the SOFTWARE on a DESIGNATED UNIT because   of conditions beyond its control, TELKOM may temporarily install the   SOFTWARE on other equipment located within the TERRITORY until such   condition is corrected, provided that TELKOM shall ensure that:   3. 5. 1.  the temporary installation shall not impair TELKOM'S ability to prevent any        third party's USE of the SOFTWARE; and   3. 5. 2.  TELKOM shall notify SAP AFRICA in writing within 30 days of the location        of such temporary installation.   3. 6.  TELKOM is licensed to install at the DESIGNATED SITE no more than 1 (one)   copy of the SOFTWARE on the DESIGNATED UNIT utilised for testing and   backup purposes The DESIGNATED UNIT utilised for testing and backup   purposes of the SOFTWARE, must be of the same type as those used at the    DESIGNATED SITE for USE. Only 1 (one) copy of the SOFTWARE is licensed   for USE on the DESIGNATED UNIT at the DESIGNATED SITE, unless   otherwise agreed upon in writing by SAP AFRICA.   3. 7.  Subject to the provisions of the Escrow Agreement embodied in annexure 3   hereto, TELKOM shall have no right to claim or to be supplied with the basis   source code or the production and maintenance DOCUMENTATION for the   SOFTWARE, except as may otherwise be agreed in writing by the parties hereto   and by SAP AG.



- 10 -  TELKOM CONTRACT NO. 076C/01   3. 8.   Unless agreed by the parties to the contrary, TELKOM may only USE the   program modules referred to in the definition of SOFTWARE even if TELKOM is   technically able to USE other modules from the SOFTWARE supplied.   3. 9.   It is recorded that the SOFTWARE licensed in terms of this AGREEMENT, and   its functionality, enables, and is to be USED to establish, operate and administer   a central Internet/Web based market or e-commerce exchange (a   Marketplace), for USE by TELKOM, it's employees and BUSINESS THIRD   PARTIES for the purposes of:   3. 9. 1.   buying or selling, or offering to buy or sell, products and/or services;   3. 9. 2.   providing or being supplied with, or offering to provide or supply,   information and/or accessing or USING the SOFTWARE or any   functionality thereof to TELKOM or to each other, that may or may not   result in TRANSACTION USE. Accordingly, TELKOM is entitled to access   and USE the SOFTWARE and to allow access to, and USE of, the   SOFTWARE for such purposes and within such functionality.   3. 10.   TELKOM and its AFFILIATES shall only allow USE of the SOFTWARE and SAP   PROPRIETARY INFORMATION by their respective employees, authorised   representatives and persons and entities authorised by TELKOM in terms of   formal arrangements and who are required as part of such arrangements to   assist TELKOM or an AFFILIATE, to USE or enhance the USE of TELKOM'S or   an AFFILIATE'S USE of the SOFTWARE.   3. 11.   Unless the parties should agree otherwise, TELKOM may make 1 (one) copy of   the SOFTWARE at the DESIGNATED SITE for archival purposes and such   number of backup copies of the SOFTWARE consistent with TELKOM'S normal   periodic backup procedures. Such copies must be held in a safe place for use



- 1 1 -                                             TELKOM CONTRACT No. 076C/01   only in the event of the SOFTWARE in regular use being rendered unusable or   inoperable. TELKOM shall notify SAP AFRICA should TELKOM need to USE   such backup or archival copy/ies.   3. 12.    The DOCUMENTATION and SAP AFRICA PROPRIETARY INFORMATION may   not be copied by TELKOM except for USE by TELKOM or AFFILIATE.   3. 13.    TELKOM shall not alter or erase SAP AFRICA's, SAP AG's and any of their   respective licensors' copyright, trademark, service marks, logos and other    proprietary notices on any complete or partial copies of the SOFTWARE,   DOCUMENTATION or SAP AFRICA's PROPRIETARY INFORMATION.   3. 14.     It is recorded that the SOFTWARE requires those THIRD-PARTY DATABASES   listed in annexure 1 which, unless the parties should agree otherwise, shall be   acquired and licensed by TELKOM directly from THIRD-PARTY DATABASE   licensors approved by SAP AFRICA, which approval shall not unreasonably be   withheld. SAP AFRICA confirms that the SOFTWARE shall perform and conform   to its functional specifications on all THIRD-PARTY DATABASES in respect of   which it has given its approval aforesaid. Accordingly, the licence granted in   terms of this AGREEMENT, shall be restricted to such extent if any, required to   implement those restrictions imposed on TELKOM directly by such THIRD-   PARTY DATABASE licensors. This AGREEMENT and the license granted in   terms hereof shall be suspended, if for any reason:   3. 14. 1.      TELKOM fails to obtain and/or maintain a licence from SAP AFRICA or       such THIRD PARTY DATABASE licensor; or   3. 14. 2.      TELKOM'S database licence/s terminates prior to the termination of this       AGREEMENT and is not replaced with a suitable alternative.



-12-  TELKOM CONTRACT No. 076C/01   3. 15.      It is recorded for the avoidance of doubt that, provided TELKOM is receiving and   paying for Maintenance Service as contemplated in clause 9, SAP AFRICA shall   provide Maintenance Services in accordance with the provisions of clause 9 and   annexure 2, in respect of the third party software that is licensed by SAP   AFRICA to TELKOM in terms of this AGREEMENT provided that SAP AFRICA   shall not provide such Maintenance Services in respect of any THIRD PARTY   DATABASE software that is not licensed in terms of this AGREEMENT.   4.    DELIVERY AND INSTALLATION   4. 1.     Delivery:   SAP AFRICA shall deliver 1 (one) copy of the SOFTWARE and the   DOCUMENTATION, in machine-readable format to TELKOM'S DESIGNATED   1SITE within 4 (four) weeks from the effective date (delivery). The   DOCUMENTATION shall be delivered in the language version requested by   TELKOM provided that such language version is commercially available.   4. 2.     Installation and Support Services:   4. 2. 1.     unless agreed otherwise in writing, TELKOM shall be responsible for   installation of the SOFTWARE. TELKOM shall be responsible for   configuring and installing any required disk storage systems, network   software, application servers, DESIGNATED UNITS and computer   terminals and workstations prior to installation of the SOFTWARE. It is   recorded that upon TELKOM's request and on terms to be agreed upon   separately, in writing, SAP AFRICA will provide installation services, pre-   installation support, installation support, configuration, training and   consulting services in respect of the SOFTWARE;



- 1 3 -  TELKOM CONTRACT NO. 076C/01   4. 2. 2      TELKOM shall test each module of the SOFTWARE extensively in its live   business environment to determine that it appears to be free of any major   defects and that it is suitable for TELKOM's application before TELKOM   USES the SOFTWARE within and for the benefit of its business.   4. 3.    TELKOM shall be entitled to utilise or operate the SOFTWARE on different   operating software for no additional licence fee or consideration but TELKOM   shall be liable for any installation, configuration or other costs incurred in   changing such operating software.   5.    LICENSE AND REVENUE SHARING FEES AND PAYMENT TERMS   5. 1.     Licence Fee: In consideration for the licence granted hereunder, TELKOM shall   pay to SAP AFRICA the licence fee as stipulated in annexure 1 (the Licence   Fee). The Licence Fee is priced in US dollars (USD). Forthwith after the   effective date, SAP AFRICA shall invoice TELKOM for payment of the License   Fee. SAP AFRICA shall convert the agreed License Fee, expressed in USD, into   ZAR using the USD: ZAR rate of exchange ruling at the close of business on the   day immediately preceding the date of invoice. For the purposes of this   AGREEMENT, the ruling rate shall be the buy rate for USD's offered by SAP   AFRICA'S bankers on that day. The Licence Fee expressed in ZAR as   aforesaid, shall be paid by TELKOM within 30 days of receipt by TELKOM of the   invoice.   5. 2.     In addition to the Licence Fee, TELKOM shall pay to SAP AFRICA an amount   equal to that percentage stipulated in 5. 3 (the REVENUE SHARE   PERCENTAGE), of TELKOM'S total gross revenue that TELKOM earns or   derives from commercial exploitation of the SOFTWARE licensed in terms hereof.



-14 -                                             TELKOM CONTRACT No. 076C/01   (the REVENUE SHARE FEE). For the purposes of calculating the REVENUE   SHARE FEE payable to SAP AFRICA,  the total gross revenue earned or   derived by TELKOM from the USE of the SOFTWARE:   5. 2. 1.       shall exclude:   5. 2. 1. 1.         VAT and other Government taxes raised on such revenue;   5. 2. 1. 2.         any credits, if any, that TELKOM may grant on a formal basis, to a       BUSINESS THIRD PARTIES;   5. 2. 1. 3.         royalties or fees that may be payable by TELKOM to a bona fide third       party who provides, in terms of formal arrangements with TELKOM,       additional functionality, enhancement or value add services to, or in       respect of, the SOFTWARE; any revenue earned or derived by       TELKOM pursuant to TELKOM providing goods and/or services in a       manner that does not USE the SOFTWARE; and   5. 2. 1. 4.         any other type of cost or charge that SAP AFRICA and TELKOM may       expressly agree shall be excluded;   5. 2. 2.              shall include the following amounts payable to TELKOM by BUSINESS          THIRD PARTIES for:   5. 2. 2. 1.         all charges and fees for accessing the Marketplace, any value add       services, any information, access to, or USE of, the SOFTWARE;   5. 2. 2. 2.         regular or once - off subscription fees for access to, or USE of, the       SOFTWARE, or the Marketplace or any information in respect       thereof;



-15- TELKOM CONTRACT No. 076C/01    5. 2. 2. 3.     value add services that SAP AFRICA and it's licensors may provide to   TELKOM and/or BUSINESS THIRD PARTIES USING, or in respect   of, the SOFTWARE and/or the Marketplace;   5. 2. 2. 4.      value added services that TELKOM may provide to BUSINESS   THIRD PARTIES USING or in respect of the SOFTWARE and/or the   Marketplace; and   5. 2. 2. 5.      any other fee or charge that TELKOM and SAP AFRICA may in the   future agree, should be included in the total gross revenue.   Where REVENUE SHARE is levied from a Net Market Maker connected to the   TELKOM Marketplace, then, the cumulative REVENUE SHARE shall not exceed   the REVENUE SHARE PERCENTAGE.   5. 3    For the period commencing from the effective date and ending February 2002,   the REVENUE SHARE PERCENTAGE shall be 10%. For the financial year   commencing 01 March 2002 and thereafter until agreed otherwise, the   REVENUE SHARE PERCENTAGE shall be 10% provided that should the   percentage of TELKOM'S direct and indirect procurement expenditure that is   transacted USING the SOFTWARE equal those percentage ranges stipulated   below, then, the REVENUE SHARE PERCENTAGE shall be decreased to the   corresponding percentage:       Percentage of TELKOM'S procurement USING SOFTWARE       Between 60% and 79%      80% or greater        9%        8%



- 1 6 -  TELKOM CONTRACT No. 076C/01   5. 4    The REVENUE SHARE FEE shall be payable quarterly in arrears 45 days after   the end of each quarter for the duration of this AGREEMENT.   5. 5    Should TELKOM fail to pay the REVENUE SHARE FEE, such failure shall not   effect TELKOM'S rights to USE the SOFTWARE but SAP AFRICA shall be entitled to   separately claim such payments from TELKOM as provided for hereinabove.   5. 6    TELKOM shall keep accurate records and accounts as are reasonably necessary   to verify TELKOM'S compliance with its' obligations in respect of the REVENUE   SHARE FEE. For the duration of this AGREEMENT, TELKOM shall within 3   months after expiry of its financial year - end furnish to SAP AFRICA a certificate   by TELKOM'S auditors, certifying the gross revenue earned by TELKOM or   derived by TELKOM as calculated in accordance with clause 5. 2. SAP AFRICA   shall repay to TELKOM or TELKOM shall pay to SAP AFRICA, as the case may   be, any overpayment or underpayment respectively.   5. 7    Referral Fees   TELKOM shall be entitled for the duration of this AGREEMENT, to market, at   prices and on terms and conditions determined by SAP AFRICA and its licensors   as being applicable to potential buyers. Should TELKOM be the effective cause   of the sale and licensing to any person or entity, of the following products, then   TELKOM shall be entitled to receive from the licensor of such product, a referral   fee equal to 10 % of the agreed license fee of each such product:   5. 7. 1      Net Market Maker;   5. 7. 2      Enterprise Buyer (Professional); and/or   5. 7. 3      Private Exchange.



-17-                                             TELKOM CONTRACT No. 076C/01   5. 8     TELKOM shall invoice and recover from the licensee of such products the   full license fee thereof and TELKOM shall pay to SAP Africa an amount   equal to such license fee less the aforesaid referral fee.   5. 9      The Revenue Share Fee and other related commercial terms of this   AGREEMENT shall be reviewed to market by the parties upon each   anniversary of this AGREEMENT in an endeavour to agree upon any   increases or decreases thereto. The parties acknowledge that the market   for the SOFTWARE in South Africa is limited and that therefor it may be   difficult to ascertain market conditions for the purposes of reviewing such   commercial terms. Accordingly, the parties shall take cognisance of market   conditions in other countries where the SOFTWARE is being used. Should   the parties be unable to agree upon any such amendments within 30 days   from the end of each year if any, then such dispute shall be referred for   determination by the Arbitration Foundation of Southern Africa (AFSA) in   accordance with the rules of AFSA and to an arbitrator appointed by the   Chairperson of AFSA upon application by either party. Except in the case   of manifest error, the arbitrators' ruling shall be final and binding upon the   parties but shall be without prejudice to a party's other rights and   obligations arising from the AGREEMENT.   6.    DURATION AND TERMINATION   6. 1.      Duration:   The licence granted hereunder shall become effective upon execution of this   AGREEMENT by both parties and shall endure indefinitely unless terminated   under clause 6. 2.



-18 -                                             TELKOM CONTRACT No. 076C/01   6. 2.     Termination:   This AGREEMENT and the licence granted hereunder shall terminate should any   of the following events occur:   6. 2. 1.        30 (thirty) days after TELKOM gives SAP AFRICA written notice of   TELKOM's wish to terminate this AGREEMENT for any reason. Any such   termination shall be subject to accrued rights and obligations but only after   payment of all Licence and Maintenance Fees then due and owing; or   6. 2. 2.           Subject to the provisions of this AGREEMENT, should either party (the          defaulting party) breach a material obligation arising from this          AGREEMENT and remain in breach, notwithstanding receipt of written          notice from the other party (the innocent party) affording the defaulting          party 20 days to remedy its breach, then the innocent party shall be entitled          to terminate this AGREEMENT alternatively, to claim specific performance          of the defaulting party's obligations without prejudice to the innocent party's          rights to claim damages for such breach.   6. 3.     No Refund:   Subject to, and without prejudice to, the provisions of clauses 6. 2. 2, 10 and 11,   should this AGREEMENT be terminated for whatever reason, then TELKOM   shall not be entitled to any refund of any of the Licence Fee payments or portions   thereof made by TELKOM other than Maintenance Fees that may have been   paid in advance.   6. 4.     Duties upon Termination:



- 19 -  TELKOM CONTRACT NO. 076C/01   Upon any termination hereunder, TELKOM and its AFFILIATES shall immediately   cease USE of the SOFTWARE, DOCUMENTATION, THIRD-PARTY DATABASE   and other SAP AFRICA PROPRIETARY INFORMATION and shall irretrievably   delete and remove such items from all DESIGNATED UNITS, application   servers, computer terminals, workstations, data files and DESIGNATED SITES.   Within 30 (thirty) days after any termination, TELKOM shall deliver to SAP   AFRICA, at the latter's expense, (adequately packaged and insured for safe   delivery) or, at SAP AFRICA'S request, destroy, all copies of SAP AFRICA's   PROPRIETARY INFORMATION in every form. TELKOM shall irretrievably erase   the SOFTWARE, and DOCUMENTATION, from any THIRD-PARTY DATABASE   and SAP AFRICA's PROPRIETARY INFORMATION from any storage media.   TELKOM agrees that an officer of TELKOM with the express authority to make   such a representation, shall certify in writing to SAP AFRICA that it and each of   its AFFILIATES has performed the foregoing. Within 3 months after any   termination, SAP AFRICA shall at its' cost return TELKOM'S PROPRIETARY   INFORMATION to TELKOM.   7.    PROPRIETARY RIGHTS   7. 1.    TELKOM acknowledges that ownership of and title in and to all intellectual   property rights, including patent, trademark, service mark, copyright and trade   secret rights in SAP'S AFRICA'S PROPRIETARY INFORMATION are and shall   remain vested in SAP AFRICA and SAP AG and their respective licensors.   TELKOM acquires only the right to USE the SOFTWARE, SAP AFRICA'S   PROPRIETARY INFORMATION under the terms and conditions of this   AGREEMENT and does not acquire any ownership, rights or title in or to the   SOFTWARE nor to SAP AFRICA'S PROPRIETARY INFORMATION.



- 20 -  TELKOM CONTRACT NO. 076C/01   7. 2.    TELKOM shall not itself, nor through any third party copy, translate, disassemble,   or decompile, nor create or attempt to create, by reverse engineering or   otherwise, the source code from the object code of the SOFTWARE licensed   hereunder or use it to create a derivative work.   7. 3.    TELKOM shall not remove any proprietary, copyright, trademark, or service mark   legend from the SOFTWARE, DOCUMENTATION or SAP AFRICA'S   PROPRIETARY INFORMATION.   7. 4.    TELKOM shall maintain a log of the number and location of all originals and   copies of the SOFTWARE. The inclusion of a copyright notice on any portion of   the SOFTWARE, DOCUMENTATION or SAP AFRICA'S PROPRIETARY   INFORMATION shall not cause, or be construed to cause, it to be a published   work.   7. 5.    Subject to the provisions of clause 8. 1 that expressly provide otherwise, all   modifications and extensions to the SOFTWARE and DOCUMENTATION shall   be considered part of the SOFTWARE and DOCUMENTATION for purposes of   this clause 7.   7. 6.    In order to protect the rights of SAP AFRICA and its licensors and TELKOM, in   and to their respective PROPRIETARY INFORMATION, SAP AFRICA and   TELKOM agree that neither party shall, without the other party's prior written   consent, disclose, provide, or make available any of the PROPRIETARY   INFORMATION of the other party in any form to any person, except to bona fide   employees, officers, directors, or consultants of such party whose access is   necessary to enable such party to exercise its rights hereunder. Each party   agrees that prior to disclosing any PROPRIETARY INFORMATION of the other   party to any such other person, it will obtain from such other person, a written



- 21 -  TELKOM CONTRACT NO. 076C/01   acknowledgement that he will be bound by the same terms as specified in this   clause 7 with respect to the either party's PROPRIETARY INFORMATION.   7. 7.     TELKOM and SAP AFRICA acknowledge that any disclosure to third parties of   PROPRIETARY INFORMATION may cause immediate and irreparable harm to   the owner of the disclosed PROPRIETARY INFORMATION. Accordingly, each   party agrees to take all reasonable steps and the same protective precautions   and measures to protect the other party's PROPRIETARY INFORMATION from   disclosure to third parties as it would take with its own proprietary and confidential   information.   8.    MODIFICATIONS AND EXTENSIONS:   8. 1.     TELKOM may make modifications and extensions to the SOFTWARE for use on   the DESIGNATED UNIT(S) under the terms set forth in this clause 8.   8. 2.     In the event that TELKOM develops any extension or modification (hereinafter   referred to as TELKOM extension or TELKOM modification) to the   SOFTWARE, TELKOM shall have all rights, title and interest in such TELKOM   extension or TELKOM modification subject to SAP AFRICA'S rights in the   SOFTWARE. TELKOM agrees, however, that such TELKOM extension or   TELKOM modification will be used solely in connection with TELKOM and its   AFFILIATES' business operations and that such TELKOM extension or TELKOM   modification will not be marketed, licensed or sublicensed, sold, assigned, or   otherwise transferred or made available to any third party or other entity, without   the express prior written consent of SAP AFRICA. TELKOM hereby grants SAP   AFRICA the right of first refusal to any licence to, or assignment of, such   TELKOM extension or TELKOM modification and TELKOM agrees not to dispose.



- 22 -  TELKOM CONTRACT NO. 076C/01   of or license, its rights thereto to any third party for a consideration not less than,   and upon other terms not less favourable than those initially offered to SAP   AFRICA.   8. 3.   In the event that SAP AFRICA develops jointly with TELKOM for universal   application and jointly funds with TELKOM, any extension or modification to the   licensed SOFTWARE, then save as may otherwise be agreed upon in writing by   SAP AFRICA and TELKOM, such extensions or modifications will be the joint   property of SAP AFRICA and TELKOM provided that   8. 3. 1.    Neither SAP AFRICA nor TELKOM will grant to any third party, either   expressly or impliedly, any rights, title, interest in, or licences to, such jointly   developed modification or extension. It is recorded that TELKOM shall be   entitled to USE such modification and extension on the DESIGNATED   UNIT(S) at the DESIGNATED SITE(S) in accordance with the provisions of   this AGREEMENT.   8. 3. 2.    8. 4.   The parties hereto agree that the granting of any rights, title or interest to   TELKOM in any extension or modification (including TELKOM extensions and   TELKOM modifications) shall not be construed by the parties hereto or any court   of law to mean that SAP AFRICA has granted or given up any rights, title, or   interest in or to SAP AFRICA'S PROPRIETARY INFORMATION or any part   thereof.   8. 5.   TELKOM agrees that it will not modify any third party SOFTWARE provided in   terms of this AGREEMENT, unless expressly authorised in writing by such third   party vendor and SAP AFRICA.



- 23 -  TELKOM CONTRACT No. 076C/01   8. 6.     During such time as SAP AFRICA provides maintenance service to TELKOM in   respect of the SOFTWARE, TELKOM shall not make modifications to the   SOFTWARE without the prior written consent of SAP AFRICA which shall not be   unreasonably withheld.   8. 7.     Notwithstanding anything to the contrary contained herein and without prejudice   to SAP AFRICA'S right of pre- emption provided for in clause 8. 2, should a party   (the acquiror) wish to acquire for itself only, the rights (and accompanying   obligations) in and to the jointly developed and funded MODIFICATION OR   EXTENSION, then the acquiror shall pay to the other party (the divesting party)   an amount equal to the market value of such modification or extension.   9.    MAINTENANCE   9. 1     SAP AFRICA shall provide maintenance services in respect of the SOFTWARE   in accordance with the provisions of this AGREEMENT and annexure 2 hereto   (Maintenance Service). Maintenance Service by SAP AFRICA shall, unless   expressly agreed otherwise in writing, be provided only to the DESIGNATED   SITE as specified in annexure 1. Maintenance Service includes the delivery of   RELEASES and VERSIONS, support via telephone, the correction of defects,   SAP AFRICA'S remote support on-line SOFTWARE services, and those other   services as set out in annexure 2. It is conditional upon TELKOM receiving   Maintenance Service that TELKOM must make all required remote support and   connections to the DESIGNATED UNIT, at its expense, as reasonably requested   by SAP AFRICA. It is recorded that, unless the parties should agree otherwise,   such remote access shall be by a dial - up facility only.   9. 2     The Maintenance Services to be provided by SAP AFRICA shall not include any   services other than those contemplated in clause 9. 1 and those set out in



- 24 -                                             TELKOM CONTRACT No. 076C/01   annexure 2. Maintenance Services will be offered only for the current VERSION   and RELEASE and the immediately preceding VERSION and RELEASE. SAP   AFRICA shall use its best endeavours to provide Maintenance Services in   respect of earlier VERSIONS and/or RELEASES provided that should SAP   AFRICA and its licensors incur material costs in supporting such prior   RELEASES and/or VERSIONS, then the parties shall negotiate with each other,   observing the principles of good faith, to agree upon additional maintenance fees   payable by TELKOM in respect of such prior RELEASES and/or VERSIONS.   9. 3    Upon TELKOM'S request and provided that TELKOM has paid the Maintenance   Fee due to SAP AFRICA, SAP AFRICA shall, deliver new RELEASES and   VERSIONS and related DOCUMENTATION to the DESIGNATED SITES at no *   extra cost to TELKOM. Maintenance Service does not include the delivery of any   SOFTWARE and DOCUMENTATION that SAP AFRICA offers as separate   products and/or which have not been licensed in terms of this AGREEMENT.   9. 4      All other maintenance, consulting or related services not referred to in this clause 9   and/or in annexure 2, shall be agreed upon separately in writing and shall be   subject to agreed additional charges.   Maintenance Fees and Payment   9. 5     As consideration for providing the maintenance services, TELKOM shall pay to   SAP AFRICA an annual fee, that shall be calculated as a percentage of the   agreed License Fee, expressed in USD, for the SOFTWARE as specified in   annexure 1 hereto. Such percentage is stipulated in the annexure 2 hereto   (the Maintenance Fee). TELKOM shall pay the Maintenance Fee annually in   advance, in ZAR, calculated at the ruling USD: ZAR rate of exchange on the



- 25 -  TELKOM CONTRACT No. 076C/01   date of invoice and otherwise in accordance with the other terms of payment   set out in this AGREEMENT and annexure 2.   9. 6    SAP AFRICA shall be entitled, upon 3 months written notice, to increase the   Maintenance Fee by increasing the percentage upon which the Maintenance   Fee is calculated or, on another basis provided that any increase to the   Maintenance Fee, caused by a combination of increases arising from:   9. 6. 1       inflation; and/or   9. 6. 2       the percentage at which the Maintenance Fee is calculated; and/or   9. 6. 3       USD/ZAR exchange rate movements,   shall not be greater than the annual increase in the South African   Consumer Price Index for all areas for the immediately preceding year (the   CPI), as published by the Central Statistics Agency of South Africa, or its   successors. However, should the Maintenance Fee not be increased by   the full extent of the CPI for any one year then, future increases to the   Maintenance Fee shall not exceed the difference between the actual   increases to the maintenance fee and the cumulative effect of the annual   increases in the CPI, for the immediately preceding thirty six consecutive   months period.   9. 7    The Maintenance Services may be terminated by TELKOM in writing at   any time upon 3 (three) months prior written notice. Subject to any   accrued rights and obligations, SAP AFRICA shall be entitled to   terminate the provision of Maintenance Services in respect of the   SOFTWARE or any modules thereof in the event of:



- 26 -                                             TELKOM CONTRACT No. 076C/01   9. 7. 1           an unremedied material breach of this AGREEMENT by TELKOM;   and/or   9. 7. 2             should SAP AFRICA, SAP AG or their respective licensors, cease, for   whatever reason, providing such Maintenance Services,   provided that in the latter case, SAP AFRICA and /or SAP AG shall procure   that COMMERCE ONE INC.. Inc. shall provide the Maintenance Service   and any related obligations of SAP Africa when providing Maintenance   Service in terms of this AGREEMENT including, its' obligations arising out   of annexure 3 Any Maintenance Fees paid in advance will be refunded to   TELKOM.   9. 8    Wherever in terms of this AGREEMENT, TELKOM is obliged or required   to provide remote access for whatever reason to SAP AFRICA, then   SAP AFRICA and its representatives, shall comply strictly with   TELKOMS internal policies, arrangements and procedures with regard   thereto.   9. 9    SAP AFRICA shall use its best endeavours to meet and comply with the   projected resolution times set out in annexure 2 hereto.   10.     WARRANTY   10. 1    SAP AFRICA warrants that the SOFTWARE will conform to the functional   specifications contained in the DOCUMENTATION on the date of installation of the   SOFTWARE and will perform, when in use without material alteration on the   DESIGNATED UNIT in accordance with the functional specifications set forth in   the DOCUMENTATION.



- 27 -                                             TELKOM CONTRACT NO. 076C/01   10. 2    SAP AFRICA'S warranty aforesaid is subject to TELKOM providing SAP AFRICA   necessary access, including remote access, to the SOFTWARE and, if necessary,   to the DESIGNATED UNIT and to TELKOM not being in breach of any material   term of this AGREEMENT.   10. 3    TELKOM must specifically identify to SAP AFRICA, the nature of the perceived   SOFTWARE defect and specifically describe the conditions under which the   perceived defect occurs. TELKOM shall provide SAP AFRICA with sufficient test   time and support on TELKOM'S DESIGNATED UNIT to duplicate the problem, to   verify that the defect is within or in respect of the SOFTWARE and to confirm that   the problem has been corrected, provided that SAP AFRICA shall do so in a   manner and at a time that does not, in the circumstances, unreasonably disrupt,   TELKOM'S day to day operations.   10. 4    Should any module or aspect of the SOFTWARE fail to conform to its' functional   specifications, then SAP AFRICA shall, in terms of its warranty set out in this   AGREEMENT, either correct the defect, or, at SAP AFRICA's option, replace the   defective SOFTWARE or any module thereof.   10. 5    When the USE of the SOFTWARE is significantly restricted by a reported defect   and TELKOM has complied with its obligations on reporting defects, then SAP   AFRICA shall commence work on correcting the defect in accordance with the time   periods stipulated in annexure 2, and to complete such correction as soon as   possible thereafter, subject in all cases to the provisions of this clause 10.   10. 6     SAP AFRICA, at its cost, shall deliver and install a correction of the defect in   machine-readable form. If, at TELKOM'S request, SAP AFRICA corrects a defect   of any VERSION or RELEASE that is not subject to maintenance service, then



- 28 -                                             TELKOM CONTRACT No. 076C/01   SAP AFRICA shall be entitled to charge TELKOM in respect thereof, at SAP   AFRICA'S standard or usual charges and rates.   10. 7    The warranty set forth in this clause 10 shall not apply:   10. 7. 1     if the SOFTWARE is not USED in accordance with the DOCUMENTATION;     or   10. 7. 2       to any EXTENSIONS or MODIFICATIONS not carried out by SAP AFRICA;     or   10. 7. 3       if the defect is caused by a MODIFICATION or EXTENSION not carried out     or approved by SAP AFRICA; or   10. 7. 4       if the SOFTWARE is not installed on a DESIGNATED UNIT; or   10. 7. 5       to the extent that the defect is caused to a material extent by TELKOM; or   10. 7. 6       if TELKOM does not provide access, including remote access to the   SOFTWARE as required under clause 10. 2; or   10. 7. 7       if the defect is caused by a malfunction in the THIRD PARTY DATABASE in   which event, SAP AFRICA will assist TELKOM to obtain appropriate redress   from the third party database supplier in accordance with SAP AFRICA'S and   its licensors' arrangements with the supplier.   10. 8   SAP AFRICA does not warrant that the SOFTWARE will operate uninterruptedly or   that it will be free from minor defects or errors, that do not materially affect the   performance of the SOFTWARE or that the applications contained in the   SOFTWARE are designed to meet all of TELKOM'S or its AFFILIATES' business   requirements.



- 29 -  TELKOM CONTRACT No. 076C/01   10. 9    The warranty set out in this clause 10, is given and accepted in lieu of all other   express or implied warranties in respect of the SOFTWARE. TELKOM   acknowledges and agrees that save as otherwise herein contained, no   guarantees, representations, warranties or undertakings of any nature have been   given to TELKOM by SAP AFRICA or any other person acting or purporting to act,   on behalf of SAP AFRICA, SAP AG or their respective licensors, and TELKOM   acknowledges that no representations or undertakings other than those contained   herein have been made to, or relied upon by TELKOM.   10. 10   Ownership of all data stored on, or by means of, the THIRD PARTY DATABASES   vest in TELKOM.   11    LIMITATION OF LIABILITY   11. 1   TELKOM'S sole and exclusive remedies for any breach of SAP AFRICA'S   warranties contained in clause 10 shall, at SAP AFRICA'S option, be either:   11. 1. 1       replacement of the SOFTWARE and/or performance of services in respect   thereof; or   11. 1. 2       return or credit of an appropriate portion of any payment made, or to be   made, by TELKOM with respect to the defective portion, or the whole of the   SOFTWARE or Maintenance Services, but excluding the License Fee or any   portion thereof.   SAP AFRICA must exercise its option within 20 days of first becoming aware of the   defect.   11. 2   TELKOM'S remedies for other loss or damages shall be as set out in clauses   11. 34 and 11. 5 below.



- 30 -                                             TELKOM CONTRACT No. 076C/01   11. 3   For the avoidance of doubt, it is recorded that SAP AFRICA will not be liable under   this AGREEMENT for:   11. 3. 1       the MODIFICATION or improvement of the SOFTWARE by TELKOM to fit   the particular requirements of TELKOM; or   11. 3. 2       the correction of any data errors resulting from MODIFICATIONS or   EXTENSIONS by TELKOM or its agents; or   11. 3. 3       the correction of any data errors as a result of misuse of the SOFTWARE by   TELKOM or its agents; or   11. 3. 4       preparation or conversion of data by TELKOM into the form required for use   with the SOFTWARE.   11. 4   Subject to, and without prejudice to the provisions of this clause 11. 1 and clause   10, SAP AFRICA'S liability for any loss or damages of whatever nature or however   arising, that may be suffered by TELKOM or AFFILIATE from USE or license of the   SOFTWARE and irrespective of the number of occurrences giving rise to such   liability, shall be limited to the aggregate of all License Fees paid by TELKOM to   SAP AFRICA in terms of this AGREEMENT, up until the date when such damages   are determined or agreed.   11. 5     Notwithstanding anything to the contrary contained in this AGREEMENT, a party   hereto (the defaulting party) shall not be liable for any consequential damage or   loss of whatever nature and/or however caused, that may be suffered by the other   party (the innocent party) other than for consequential loss or damages suffered   by the innocent party caused by the wilful or intentional acts or omissions of the



- 31 -  TELKOM CONTRACT No. 076C/01   defaulting party or any person or entity in respect of whom the defaulting party may   be vicariously liable. However, it is recorded for the avoidance of doubt that if   TELKOM should suffer a loss of revenue as a consequence of the SOFTWARE   failing to conform or perform to its functional specifications, then SAP AFRICA's   revenue share fee shall be decreased accordingly.   11. 6   It is agreed that each provision of this AGREEMENT that provides for a limitation   of liability, or warranties or exclusion of damages, is intended by the parties to be   severable and independent of any other provision and to be enforced as such.   11. 7     FAILURE OF MARKETPLACE   11. 7. 1      Notwithstanding anything to the contrary contained in this AGREEMENT and in   particular, clause 11. 1, in instances where the module of the SOFTWARE   constituting a portion of the Marketplace known as MarketSet 2. 0 Platform, fails   and cannot be accessed or USED by TELKOM and BUSINESS THIRD PARTIES   on the DESIGNATED UNIT and/or such other DESIGNATED UNIT where the   SOFTWARE is installed for disaster recovery or back-up USE, and such failure is   caused solely by a failure in the SOFTWARE to perform in accordance with the   specifications set out in the DOCUMENTATION and should the Marketplace   remain unable to be accessed or USED by TELKOM and/or BUSINESS THIRD   PARTIES for a continuous period of 72 hours, commencing from the time when   such failure is logged as a Priority 1 error (as defined in annexure 2) with SAP   AFRICA as a SOFTWARE problem and SAP AFRICA is unable to provide a   solution or resolution within the said 72 hours, then TELKOM shall be entitled to   terminate this AGREEMENT and claim damages limited as provided for in clause   11. 4.



- 32 -  TELKOM CONTRACT No. 076C/01   11. 7. 2       The remedy granted to TELKOM in terms of clause 11. 7. 1 shall only be available   until statistics with regard to the stability of the Marketset 2. 0 Platform has   reached a level that is acceptable to Telkom. Such acceptance shall be based on   market norms for the availability levels of Marketset software similar to or the   same as Marketset considered to be mission critical, which can be established via   independent market research, which shall be the responsibility and for the   account of SAP. In the event of a dispute between the parties then clause 22 shall   apply.   12     INDEMNITY   12. 1   SAP AFRICA warrants that SAP AG and its licensors own the SOFTWARE and   CONFIDENTIAL INFORMATION licensed by SAP AFRICA hereunder, including   all intellectual property rights therein and that SAP AFRICA has all rights from SAP   AG and its licensors necessary to licence the SOFTWARE and SAP AFRICA'S   CONFIDENTIAL INFORMATION to TELKOM in accordance with the terms of this   AGREEMENT,   12. 2   SAP AFRICA makes no representations with regard to the possibility of   infringement by combination use of the SOFTWARE. The parties agree that SAP   AFRICA has no duty to investigate any such possibility. As used herein,   combination use means use of the SOFTWARE in combination or conjunction   with any of the following (unless such use is prescribed in the   DOCUMENTATION):   12. 2. 1       any software other than the SOFTWARE (including TELKOM EXTENSION   or TELKOM MODIFICATION) MODIFICATION) unless such EXTENSION or   MODIFICATION has been incorporated, wholly or partially, in the   SOFTWARE; or



- 33 -  TELKOM CONTRACT No. 076C/01   12. 2. 2       any apparatus other than a DESIGNATED UNIT; or   12. 2. 3        any activities of TELKOM or its authorised AFFILIATES not licensed under   this AGREEMENT.   12. 3    Subject to clause 11. 2, SAP AFRICA shall indemnify TELKOM against all claims,   liabilities, and costs, including reasonable attorneys fees, reasonably incurred in   the defence of any claim brought against TELKOM in the TERRITORY by a third   party alleging that TELKOM'S USE of the SOFTWARE and DOCUMENTATION    infringes a third party's copyright, patent, PROPRIETARY INFORMATION and/or   trade secrets; provided that TELKOM promptly notifies SAP AFRICA in writing of   any such claim and SAP AFRICA is permitted to control fully the defence and any   settlement of such claim at SAP AFRICA'S own expense. TELKOM shall co-   operate fully in the defence of such claim and any reasonable costs incurred by   TELKOM in giving such co-operation shall be reimbursed by SAP AFRICA. SAP   AFRICA may, in its sole discretion, settle any such claim on a basis whereby SAP   AFRICA, substitutes the SOFTWARE and DOCUMENTATION (in consultation   with TELKOM) with alternative, substantially equivalent, non-infringing programs    and support DOCUMENTATION, which TELKOM shall be obliged to accept.   12. 4    SAP AFRICA, SAP AG and their licensors, shall not be liable for any claims,   liabilities and costs, including attorneys fees, reasonably incurred in the defence   of any claim (other than for the infringement of intellectual property rights   specified in clause 10. 3 above), arising out of TELKOM'S unauthorised use of the   SOFTWARE, DOCUMENTATION, THIRD-PARTY DATABASE and SAP   AFRICA PROPRIETARY INFORMATION, licensed under this AGREEMENT   provided that SAP AFRICA promptly notifies TELKOM in writing of such claim   and that TELKOM is permitted to control fully the defence and any settlement of   such claim.



- 34 -  TELKOM CONTRACT NO. 076C/01   12. 5   SAP AFRICA shall be entitled, in its sole discretion, to take such actions against a   third party that it determines are necessary or desirable in connection with any   infringement or alleged infringement by a third party of the SOFTWARE and any   module thereof or the DOCUMENTATION.   12. 6   Save as is set out in clause 11 and this clause 12, TELKOM shall have no other   claim or remedy arising from the alleged infringement of third party intellectual   property rights, against SAP AFRICA, SAP AG and their licensors.   13     ASSIGNMENT   13. 1   Neither Party shall be entitled to cede, or delegate its rights and obligations arising   from this AGREEMENT or to assign this AGREEMENT to any other person or   entity without the prior written consent of the other party provided that either party   shall be entitled to assign this AGREEMENT, in whole and not part only, to any of   its' subsidiary or holding companies (as defined and contemplated in the   Companies Act of 1973, as amended) provided that any such assignment shall   ipso facto cease to be of any further force and effect as between the parties,   should the assignee cease, for whatever reason, to be a subsidiary or holding   company, of the assignor.   13. 2   TELKOM recognises and agrees that the source code and all parts thereof, is the   valuable proprietary and confidential information and trade secrets of SAP   AFRICA, SAP AG and its licensors, and shall remain so even after a release of the   source code to TELKOM under the Escrow agreement the provisions of which are   set out in annexure 3. In the event of a release of the source code to TELKOM   under the Escrow agreement, TELKOM agrees to hold same in strict confidence   and to take appropriate action to preserve its confidentiality, and TELKOM shall



- 35 -  TELKOM CONTRACT No. 076C/01   have a non-exclusive, non-transferable LICENCE to use the source code solely for   its own USE in order to support and maintain the SOFTWARE and for no other   purpose whatsoever. TELKOM shall use the source code only at its own premises   on its own data processing equipment or third parties in accordance with the   license granted in terms of clause 3 and the provisions of this AGREEMENT.   TELKOM shall not copy the source code, nor disclose it to any third party except   agents retained by TELKOM to assist in maintaining the SOFTWARE, provided   that no such agent is in the business of marketing or developing SOFTWARE   competitive with the SOFTWARE.   14     GENERAL PROVISIONS   14. 1   AGREEMENT Binding - This AGREEMENT shall be binding upon and accrue for   the benefit of the parties hereto and their respective successors and permitted   assigns.   14. 2   Entire AGREEMENT - This AGREEMENT and each annexure hereto constitute   the complete and exclusive statement of the AGREEMENT between SAP AFRICA   and TELKOM as to its subject matter and all previous representations, discussions   and writings are superseded by this AGREEMENT. No variation of, or addition to,   this AGREEMENT shall be of any force or effect unless reduced to writing and   signed by both parties.   14. 3   Severability - It is the intent of the parties that in case any one or more of the   provisions contained in this AGREEMENT shall be held to be invalid or   unenforceable in any respect, such invalidity or unenforceability shall not affect the   other provisions of this AGREEMENT and this AGREEMENT shall be construed   as if such invalid or unenforceable provisions had not been contained herein.



- 36 -  TELKOM CONTRACT No. 076C/01   14. 4   No Waiver - If either party should waive any breach of any provisions of this   AGREEMENT, it shall not thereby be deemed to have waived any preceding or   succeeding breach of the same or any other provision hereof.   14. 5   Publicity -Neither party shall use the name of the other in publicity, advertising, or   similar activity, without the specific prior written consent of the other as to the   content, appearance, layout and other features thereof, provided that TELKOM   may use the marks SAP, and COMMERCE ONE INC and the phrase Powered   by Market Set in its websites that employ or utilise the SOFTWARE provided SAP   AFRICA and/or COMMERCE ONE INC.. Inc. have given its/their prior consent to   the format and typeface thereof which consent shall not be unreasonably withheld.   14. 6   Governing Law -This AGREEMENT shall be governed by and construed under the   Laws of the Republic of South Africa.   1 5.     DOMICILIA AND NOTICES   15. 1    Any notices to be given to the parties in terms of this AGREEMENT shall be in   writing and delivered by hand during ordinary business hours or posted by prepaid   registered post or transmitted by fax during normal business hours to the   addresses mentioned hereunder, which respective addresses the parties choose   as their domicilia citandi et executandi for the delivery or service of all notices,   communications or legal processes arising out of this AGREEMENT:   SAP  AFRICA :  SAP Business Park   1 Woodmead Drive   Woodmead, Sandton   Attention Managing Director



- 37 -  TELKOM CONTRACT NO. 076C/01   Fax: (011)235 6002   TELKOM                             The Managing Executive   Procurement Services   P 0 Box 447   Pretoria, 0001   19  th Floor, Telkom Towers North   152 Proes Street, Pretoria   Fax: (012)311 6210/Tel: (012)311 6047   or such other address in the Republic of South Africa as either party may choose   by written notice to the other from time to time.   15. 2   Every notice shall be deemed to have been properly given, in the absence of proof   to the contrary:   15. 2. 1       if delivered by hand, on the date of delivery;   15. 2. 2       If sent by prepaid registered post, 14 (fourteen) days after the date on which   the notice is posted;   15. 2. 3       If sent to a party at its telefax number, on the date of transmission where it is   transmitted during normal business hours of the receiving instrument, and on   the next business day where it is transmitted outside those business hours,   in either event provided that it has been confirmed by registered letter posted   no later than the business day immediately following the date of   transmission.



- 38 -                                             TELKOM CONTRACT No. 076C/01   15. 2. 4       Notwithstanding anything to the contrary herein contained, a written notice or   communication actually received by either party from the other, shall be an   adequate written notice as communication to such receiving party   notwithstanding that it was not sent to or delivered at that party's chosen   domicilium citandi et executandi.   16.     FRAUD   16. 1    If, at any time during the currency of this Agreement, TELKOM in its reasonable   discretion based on prima facie evidence determines that SAP AFRICA has, in   respect of this Agreement or any other contract or agreement to which they were   or are Parties:   16. 2. 1       acted dishonestly and/or in bad faith, and/or   16. 2. 2       has made any intentional or negligent misrepresentation to TELKOM   whether in any negotiations preceding the conclusion of, or in the execution   of this or any other agreement between the Parties,   then TELKOM will be entitled by written notice to SAP Africa forthwith to cancel   this Agreement. Upon such cancellation TELKOM will be entitled in addition to all   other remedies available to it, to recover from SAP Africa all damages it has   suffered by virtue of such conduct by SAP Africa. If, at the time of such   cancellation, TELKOM is indebted to SAP Africa for any amounts whatsoever,   TELKOM will be entitled to withhold payment in respect thereof for a period of 90   (ninety) days from the date of cancellation in order to investigate SAP Africa's   conduct and any damages suffered by TELKOM. No payment by TELKOM to SAP   Africa after the lapse of such period will preclude TELKOM thereafter, from   recovering from SAP Africa any such damages as it may have suffered.



- 39 -  TELKOM CONTRACT No. 076C/01   17.     FORCE MAJEURE   17. 1   If circumstances which were not foreseeable with reasonable foresight or   avoidable with reasonable care (circumstances) arise, or be reasonably   anticipated and delayed or have potential to delay the performance, whether in   whole or in part impossible then, the party whose performance is affected, or   whose performance may be affected (affected party), will forthwith, in good faith   and by the most expeditious means, notify the other party in writing of:   17. 2. 1         the cause, nature and extent of the circumstances;   17. 2. 2         the expected duration of the circumstances;   17. 2. 3         the extent to, which the performance will be affected.   17. 3     If the circumstances change after the affected party has notified the other party in   accordance with clauses stated above, the affected party will, forthwith, in good   faith and by the most expeditious means, inform the other party of such changes   and keep the other party undated on such changes.   17. 4   Subject to the Agreement clauses stated above, the circumstances will not   terminate the Agreement between the parties, or absolve the affected party from   performance.   17. 4. 1      If the circumstances make the agreed performance impossible, the affected   party will, having regard to all relevant factors, as soon as possible and in   good faith, put proposals for alternatives to the other party. Such proposals   will be in sufficient details to enable the other party to technically and



- 40 -                                             TELKOM CONTRACT No. 076C/01   informatively assess the alternatives and to decide whether any alternative   is acceptable.   17. 4. 2      If there is no alternative acceptable to the other party, it may elect to   terminate the AGREEMENT with immediate effect and without prejudice to   any other rights it may have, subject to payment of any amounts due and   payable.   17. 5     If the circumstances delay the agreed performance-   17. 5. 1      the affected party will, forthwith and in good faith, take all reasonable steps   to mitigate delay and recover lost time, and   17. 5. 2       having regard to all relevant factors and in good faith, notify the other party   as soon as possible of the steps to be taken to mitigate the delay and   recover lost time and keep the other party updated on changes and   progress thereof.   17. 5. 3       the other party may, if the extent to which the delay may be mitigated and   time lost be recovered are unacceptable to it, elect to terminate the   AGREEMENT.   17. 5. 4       neither of the parties will have any claim, arising from the circumstances,   on the other, provided any amounts due and payable, are paid in full.   17. 6     Without limiting the generality and intention of the clauses above in any way, the   circumstances may include, without being limited thereto:   17. 6. 1         War, riots, civil or military insurrection and like political happenings.   17. 6. 2         Natural disasters such as earthquakes, fire, storms and floods.



- 41 -                                             TELKOM CONTRACT No. 076C/01   17. 6. 3         Governmental acts and omissions.   17. 6. 4         Terrorism and sabotage.   17. 7     Any delay or non performance of any provision of the AGREEMENT (other than for   payment of amounts due hereunder) caused by conditions beyond the control of   the performing party will not constitute a breach of the AGREEMENT and the time   for performance of such provision, if any, will be deemed to be extended for a   period equal to the duration of the conditions preventing performances.   18.     SAFETY AND SECURITY   18. 1   SAP Africa agrees to comply with TELKOM'S security and safety procedures.   Without limiting the generality thereof, SAP Africa will specifically comply with the   Occupational Health and Safety Act. This AGREEMENT will constitute compliance   with section 37(2) of said act and SAP Africa will ensure that all necessary steps   are taken to comply the said Act.   19.     CANVASSING, GIFTS, INDUCEMENTS AND REWARDS   19. 1   SAP Africa will not under any circumstances offer promise or make any gift,   payment, loan, reward, inducement, benefit or other advantage to any of   TELKOM'S employees.   19. 2   Such an act is a material breach of the AGREEMENT and will be dealt with   accordingly.   20.     MODIFICATION OF AGREEMENT



- 42 -                                             TELKOM CONTRACT No. 076C/01   20. 1    If it becomes necessary during the AGREEMENT period to amend this   AGREEMENT or to delete any of the existing provisions contained in this   AGREEMENT, then such amendments will be done after consultation and mutual   agreement between SAP AFRICA and TELKOM and confirmed in writing and   signed by the parties to this AGREEMENT.   21.       MARKETING PLANS   As soon as possible after signature of this AGREEMENT, representatives of the   parties shall meet and commence discussions and negotiations on the   establishment, compilation and content of a marketing and branding plan in   respect of the SOFTWARE and the services offered and to be offered by   TELKOM, USING the SOFTWARE. During such negotiations, the parties shall   observe the principles of utmost good faith to each other and they shall use their   best endeavours to reach agreement on the sharing of responsibilities and tasks,   the financial and other contributions due from each party and such other   appropriate terms and conditions. Failure by the parties to reach any such   agreement, shall not entitle either party to terminate this AGREEMENT.   22.     ARBITRATION   22. 1. 1      Should any dispute of whatever nature arise between the parties, then any and all   disputes shall be submitted to and decided by arbitration. Any such arbitration   (the arbitration) will be governed by the provisions of this clause 22.   22. 2   Subject to the other provisions of this agreement specifically providing for the   resolution of any dispute, where any dispute, disagreement, or claim arises   between the parties (called here after the dispute) concerning this agreement, the   parties shall try to resolve the dispute by negotiation. This entails that the one party



- 43 -  TELKOM CONTRACT NO. 076C/01   invites the other in writing (providing details of the dispute) to meet and to attempt   to resolve the dispute within 7 (seven) days from the date of the written invitation.   Should the dispute not be resolved in this manner, the dispute will go to arbitration.   22. 3   The arbitration shall be held informally in Johannesburg or such other place agreed   upon by the parties and in accordance with the rules of the Arbitration Foundation of   Southern Africa, it being the intention of the parties that, as far as possible, the   arbitration shall be concluded within 21 days after it has been demanded.   22. 3   The arbitrator shall be a person agreed upon by the parties or, failing such   agreement, by the chairperson of AFSA. The arbitrator shall be empowered to   appoint such assistants as he deems fit in the event of the subject matter of the   dispute requiring expertise in any particular field for its proper resolution.   22. 4   Unless the parties otherwise agree, the arbitrator's award shall be in writing, and shall   be final and binding upon the parties and at the notice of either party, be capable of   being made an order of a competent court.   22. 5   No provision in this arbitration clause shall be taken as prohibiting the rights of either   party to approach the appropriate court for the purposes of any interim or interdictory   relief.   23     INSURANCE   23. 1   Without limiting SAP AFRICA'S liabilities or responsibilities in terms of the   AGREEMENT, SAP AFRICA will provide and maintain insurance to cover its   liability and responsibilities in terms of this AGREEMENT.   23. 2   Notwithstanding anything elsewhere contained in the AGREEMENT, SAP AFRICA   will provide at least:   23. 3   Insurance in terms of the Compensation for Injuries and Diseases Act, No. 130 of   1993, as amended. SAP AFRICA will upon request from TELKOM submit proof   to the satisfaction of TELKOM that it is insured under the Compensation for



- 44 -  TELKOM CONTRACT NO. 076C/01   Injuries and Diseases Act by providing TELKOM with adequate proof stating that   it has paid all assessments due;   23. 4   Legal liability in respect of claims for death and/or injury to persons or loss of/or   damage to third party property;   23. 5   Motor Vehicle Liability Insurance in respect of all motor vehicles brought onto the   premises of TELKOM.   24     CONFIDENTIALITY   24. 1   For the purposes of this clause, any person giving information shall be   referred to as the discloser and any person receiving information shall   be referred to as the recipient.   24. 2   All information of a confidential nature (including, but not limited to, all   information relating to the software), disclosed or made available by one   party to the other in connection with this agreement, whether furnished   verbally or in writing or in computer language, and whether marked   with proprietary legend or not, shall constitute confidential, proprietary   and trade secret information (collectively referred to as the   information) of the disclosure, provided that there shall be excluded   from such information any information which is at the time of disclosure   already in the public domain otherwise than by breach of this agreement   and there shall furthermore be excluded such information as the   recipient is able to show was within its knowledge prior to the   disclosure thereof.



- 45 -  TELKOM CONTRACT NO. 076C/01   24. 3   The recipient shall at all times, including such times after this   agreement has been terminated, unless otherwise agreed in writing by   the discloser, hold the information furnished by the discloser in strict   confidence and shall use such information solely for the purposes of   this agreement. The recipient shall disclose such information only to its   own employees and professional advisers as are necessary for the   purposes of carrying out its obligations and duties in terms of this   agreement, provided that prior to such disclosure such employees and   professional advisers have been advised in writing by the recipient of   the confidential nature of the information. The same shall be true of   customers. The recipient shall make no other use or disclosure of any   nature of the information. For the purposes of this clause 25, the   phrase personnel shall be deemed to include directors, sub-   contractors or other representatives of the recipient.   24. 4    The recipient shall at all times, unless otherwise agreed in writing by   the discloser:   24. 4. 1      hold the information and the reports furnished by the discloser in the   strictest confidence;   24. 4. 2      shall use such information and reports solely in connection with the   recipient's internal evaluation of the possibilities, the advancement and   implementation of the business association contemplated in this   agreement.



- 46 -                     TELKOM CONTRACT No. 076C/01   24. 5   24. 6   The recipient shall disclose such information and the reports only to its   own employees and professional advisers as are necessary on a strictly   need to know basis.   The recipient and its employees shall not copy, reverse, engineer,   exchange or reproduce the information and/or the reports, in whole or in   part, by any method whatsoever.    THUS DONE AND SIGNED at  Pretoria  on this 31st day of  March 2001     For and on behalf of SYSTEMS APPLICATIONS (AFRICA)(Proprietary)limited     /S/                                                                              /S/                                                                                    (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                      (who warrants his authority to so sign)                          THUS DONE AND SIGNED at  Pretoria  on this 31st day of  March 2001   For and on behalf of TELKOM SOUTH AFRICA LIMITED   in the presence of the undersigned witnesses   AS WITNESSES     Signature         /S/    Print name:      name illegible   Signature         /S/    Print name:      M.L.MORKEL



- 47 -   TELKOM CONTRACT No. 076C/01



- 48 -    TELKOM CONTRACT NO. 076C/01   ANNEXURE 1   To   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LIMITED   with   TELKOM SOUTH AFRICA LIMITED   Designated Site/Location:                       91 OAK AVENUE, CENTURION   Affiliate Name (if different from Licensee):         Delivery Address:   Contact Person:    B L A I RE       A B SH I RE     Tel.  No     012-677-3518   Designated Unit to be identified by Licensee to SAP AFRICA in writing.   Hardware Manufacturer:      Type/Model:    Operating System: ____________________________   CENTURION DATA CENTRE      91 OAK AVENUE, CENTURION



- 49 -     TELKOM CONTRACT NO. 076C/01   Database Manager: Licence Number:   1.        This Annexure 1 is annexed to and incorporated into the Agreement. Should any provision of this Annexure conflict with the provisions of the Agreement, then the provisions of this Annexure shall prevail.   The Licence fee for the Software licensed in terms hereof is US$5, 000, 000, 00. The License Fee shall be converted into ZAR and TELKOM shall be invoiced on the day following signature of this AGREEMENT at the ruling USD/ZAR exchange rate being the average between buy and sell usd offered by SAP Africa's bankers at the close of business on the date of signature of this AGREEMENT. The License Fee expressed in ZAR plus VAT thereon shall be payable by TELKOM within 7 days of the date of invoice. Should TELKOM fail to pay the License Fee on due date then, TELKOM shall pay interest on such amounts due but outstanding at the legal rate of interest and any negative variation in the USD/ZAR exchange rate from due date of payment until receipt of payment shall be for TELKOM'S account. If this AGREEMENT is not signed by Telkom on or before 31 st  March 2001, then the license fee shall be determined in accordance with the SAP Africa/COMMERCE ONE INC.. standard pricing policies.   3.         The revenue share that TELKOM shall pay to SAP AFRICA shall be 10%.   4.          The Software licensed in terms of this agreement comprises the following modules and    components:   A. Platform   15. 1. 1.                         Product Description   The MarketSet 2. 0 Platform provides the infrastructure on which the MarketSet E- Marketplace is created and deployed. The MarketSet 2. 0 Platform provides the necessary tools and components to support the exchange of XML-based business documents (xCBL) between trading partners, and enables business services to interact with those business documents. More specifically, the MarketSet 2. 0 platform provides the messaging, routing, addressing, transaction, security, connectivity, and high availability components and services, necessary to create and deploy world class business-to-business e-marketplaces. The MarketSet 2. 0 platform shares a common feature/functionality set with COMMERCE ONE INC.. 's MarketSite 4. 0 and Net Market Maker 2. 0 e-Marketplace solutions.



- 50 -     TELKOM CONTRACT NO. 076C/01   16. B. Market Set Builder   16. 1. 1. Product Description   MarketSet Builder is an essential element of the MarketSet E-MarketpIace infrastructure. It enables communities to develop and flourish within a marketplace. It enables the marketplace operator to create their own branded marketplace, register and manage users of their marketplace and target content and services to those users. In addition, it plays a critical role in the integration of business services to the marketplace   1 7. C. Business Services Framework   17. 1. 1. Product Description   The Business Service Framework, or BSF, is a set of services, interfaces, tools, methodologies, and documentation that provides, as a whole, a comprehensive means for connecting new services into the Global Trading Web.   Add-In Services   The open and flexible Market Set Business Services Framework enables e- marketplaces to leverage their domain expertise and provide additional services and greater value for their users. An e-marketplace can incorporate third-party services specific to an industry, as well as cross-industry services such as shipping, taxation, and credit reports.   18. Core Market Set Services   19. A. Procurement Services   19. 1. Product Description   Enterprise Buyer Professional Edition has been optimized for SAP customers looking for an e-procurement application that can automate the entire purchasing process, including MRO as well as direct goods purchases. When this application suite is run hosted at a MarketSet, this is referred to as Procurement Services. Professional has deep integration natively to the other supply chain components that make up the MarketSet solution.



- 51 -     TELKOM CONTRACT NO. 076C/01   20. B. Content Services   20. 1. Product Description   Content Services offers a comprehensive set of offerings to handle all of the content needs of Market Set e-marketplaces and deliver value-added content to their trading communities.. Market Set's content and catalogue offering includes the following components and services:   21. Content Engine   21. 1. Product Description   Content Engine addresses all the critical needs of an e-marketplace operator to create, operate, and maintain a commerce-ready Catalog. Content Engine combines unique data aggregation capabilities with an easy to use, powerful search engine that enables marketplace operators to offer a multi-supplier catalog that could potentially contain products and information from thousands of suppliers. Content Engine also allows marketplace operators to link 3rd party data (ratings, data sheets, regulations information) or self created content to product information to provide a unique value added search experience for their community.   22. C. Order Management Services   22. 1. Product Description   MarketSet Order Management Services is a web-based application offered as a hosted service that enables sellers to simply manage orders and publish content through a Web browser. MarketSet Order Management Services allows suppliers to transact with buyers using only a browser and access to the Internet.   MarketSet Order Management Services is a critical piece of the solution that allows the participation of small or specialized sellers. With MarketSet Order Management Services, the buying customer can access unique products from a full range of sellers, regardless of their technical infrastructures.   MarketSet Order Management Services provides an efficient and easy-to-administer solution to enable sellers and automate the transaction process. At the same time, a MarketSet market maker is able to administer and monitor transaction related activities to ensure high service quality for their e-marketplace.



- 52 -    TELKOM CONTRACT NO. 076C/01   23. D. Auction Services   23. 1. 1. Product Description   Market Set Auction Services offers real-time bidding solutions for corporate buyers and sellers, enabling them to quickly and cost-effectively implement B2B Internet bidding events to enhance existing procurement or liquidation processes. Market Set Auction Services supplies businesses with a fully hosted solution and provides users with administrative capabilities to control the data and the bidding process. It enables businesses to conduct online dynamic exchanges of products and services with their suppliers, their channel partners and their customers   24. E. Analysis Services   24. 1.                 Product Description   The Reporting Solution in MarketSet 2. 0 includes capturing and retaining information about the data that passes through Enterprise Buyer Professional Edition on the e- marketplace and providing that data to Business Information Warehouse 1for analysis. Standard report templates are available out of Business Information Warehouse as well as the ability to create custom reports. Users can also use the build in online analytical processing (OLAP) engine for further evaluations and analyses. Currently, Enterprise Buyer Professional Edition is the only service providing data to Business Information Warehouse, but other services will provide data in future releases.   1 Branding name may change.



- 53 -    TELKOM CONTRACT No. 076C/01   2 4 .   2 .       S o f t w a r e   The following software is provided in the MarketSet 2. 0 Solution package:    Market Site Platform 4. 0    Market Site Admin Console 4. 0    Market Site Builder 4. 0    Order Management Services x. x    Supply Order 3. 0    SDK Pro 4. 0    BCC 4. 0    CPC 3. 2. 1 NT (128 Bit)    Business Connector 3. 1. 1    Document Mapping Service 1. 1    Procurement Service (Enterprise Buyer Professional Edition)    Content Engine 2. 0 with Service Pack 2    Planning Services 3. 0a (URL Link Only)    Design Services     Business Analysis 2. 0B    ITS 3. 0    Auction Services 4. 0    Market Set 1. 0 Additional Components CD    Business Connector 3. 1 (Developer Edition)    Round Trip Broker 1. 1    Bulletin Board 1. 0    User Management Mapping Service 1. 0    Installation for Market Set 1. 0 (PDF)   24. 3. 3rd Party Proprietary Software also Licensed in terms of this Agreement



- 54 -     TELKOM CONTRACT No. 076C/01   The following 3rd party proprietary software is provided as a part of the MarketSet E- Marketplace Solution    SonicMQ Message Broker    Netscape's iPlanet Directory Server 4. 11    Extensibility's XML Authority 1. 1 d    Allaire's JRun Pro 2. 3. 3    InetSoft's Style Report 2. 1    Cygnus'GNU Tools B20. 1 Release    Sun's Java Naming and Directory Interface 1. 2    Sun's Java Server Development Kit 2. 0    Sun's JavaMail. 1. 2    Sun's JavaBeans Activation Framework 1. 0. 1 Release    Sun's Java Runtime Environment Version 1. 2. 2    Sun's Java Foundation Classes (JFC) / Swing JFC 1. 1 with Swing 1. 1. 1    lAIK's Java toolkit for Cryptography Extension 2. 51    lAIK's iSaSiLk Java toolkit SSL 2. 51    RSA's BSafe Crypto-J    James Clark's XT XSL Processing Library Version 19991105    ANTLR. ORG's ANTLR 2. 5. 0    SAX's SAX 1. 0 and 2. 0     W3C's Jigsaw 2. 0. 3    Microsoft Virtual Machine Build 3229    Microsoft's Data Access Components (MDAC) 2. 1. 2. 4202. 3 Service Pack   5.  The following third party databases need to be acquired and licensed by Telkom (if    not already acquired and licensed) to enable the software to be operated:



- 5 5 -     TELKOM CONTRACT No. 076C/01   SAP MARKETSET DATABASES             Jrun           JDK           Web           Server           DB            JDBC             LDAP                   NT 4. 0               HotSpot Server             1. 2. 2             MJHS IIS 4. 0            MS SQL 7 SP 2            I-NET OPTA 2000             4. 1. 2 on NT                     SOLARIS 8                  HotSpot Server                        1. 2. 2                   Apache 1. 3. 9 +                      Oracle DB 8. 1. 6                      Oracle Driver for JD                            1. 2                    Netscape LDAP v                    4. 1. 2 on Solaris         WINDOWS 2000                  HotSpot Server                        1. 2. 2                      MS IIS 5. 2                     MS SQL 7 SP2                    I-NET OPTA 2000                     Netscape LDAP v                        4. 1. 2 on NT



-56-    TELKOM CONTRACT NO. 076C/01      THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/               For SYSTEMS APPLICATIONS PRODUCTS (AFRICA)(Pty)limited     /                                                                                                 (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001       AS WITNESSES     Signature         /S/        Signature         /S/



- 57 -     TELKOM CONTRACT No. 076C/01   ANNEXURE 2   to   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LTD   and   TELKOM SOUTH AFRICA LIMITED   MAINTENANCE FEE   1.     The Maintenance Fee shall be calculated at 17% of the License fee stipulated in          annexure 1 for the license of the SOFTWARE.   2.     MAINTENANCE SERVICES   SAP Africa (SAP) endeavours to provide the highest quality support and to ensure system stability throughout the life cycle of the Software solution. TELKOM will benefit through a lower total cost of ownership and will, in the future, experience an optimal usage of system resources and protection of existing investments.            7 x 24h Support Worldwide   SAP Customer Support delivers help for software problems in a fast and competent manner. SAP provides a 7 x 24h Support availability for messages with 'very high' priority using the 'Follow-the-Sun' model. At any given time of day an expert will be at hand to provide advice.   All Support centres are linked through a unique Support infrastructure, ensuring that all information provided to SAP is on hand regardless where or when.



- 58 -     TELKOM CONTRACT No. 076C/01   Software Maintenance   Software Maintenance includes the further improvement of the software, as well as the continuous adaptation of the software to new database and operating system versions.  Each new release contains solutions to all known software errors.   Delivery of Functional Enhancements and Updates to the R/3 Software   SAP and its Licensors continuously enhance and improve the Software to ensure that Licensees customers always have the latest technology and business functions (e. g. functionality supporting the introduction of the Euro). SAP ensures that customers always receive the latest release of the R/3 software as soon as it becomes available.    Integrated Support for SAP and Partner Products   SAP maintains Collaborative Support Agreements with SAP Partners who have provided Licensees with hardware, operating system and database platforms to ensure seamless support. Should a Licensee request SAP require the involvement of the respective partner, SAP has established interfaces and procedures to do so.    Access to 'SAP's Frontend (formerly: OSS)   SAP'sFrontend is a quick and user-friendly interface for communication between customers and SAP. Features include:   - Access to the Software Support Package repository for downloads   - Database access to individual problem solutions for downloads   - Knowledge Database access to a wealth of information on the use of the Software   - Electronic notification about important information (HotNews)   - Access to SAP's request handling process.   Support Services   The requirement for deriving the full benefit from SAP's Global Support Network is a remote connection from the customer's Software System to SAP's Frontend. This enables the efficient usage of SAP's portfolio of Remote Services and will enable customers to work with the SAP Support experts whenever required and in particular, at the start of their



- 59 -     TELKOM CONTRACT NO. 076C/01   implementation. Also, a remote connection is a prerequisite for 7 x 24h support for priority 1 messages.   Under the TeamSAP Support maintenance agreement, SAP Support deals with problem messages pertaining to:   - An error in the software   - An error in the software causes subsequent errors   - There are problems when implementing corrections   - There is no training or documentation available   - The functions are not logical   - The software ergonomics has flaws   Messages of this nature are responded to in writing via SAP's Frontend.   Any other messages are termed consulting issues and may be processed by either SAP's Remote Consulting department, the customer's implementation consultants or SAP consultants. This service is, however, priced separately and is not within scope of the maintenance agreement. Messages of this nature usually concern:   -  Processing logic of the software, the business processes and customising (questions  regarding working with transactions, programs and screens, the contents of screens  and  pr in touts ,   e tc .   )   - Administration or tuning of the SAP System, of the database or the operating system   - Errors caused by a modification of the system   - A solution is clear from the short text or from the help text of the system error   Maintenance Service Levels   Optimum support with fast reaction times is the cornerstone of SAP's Support organisation. SAP's Support process uses a three-tier Support structure:    Local Support (in 50 countries worldwide)   Local Support Centres at SAP subsidiaries are the local contact points for customers. During usual working hours, the Local Support Centres handle all inquiries relating to support in the language of the respective country and, if necessary, forward them to the



-60-    TELKOM CONTRACT NO. 076C/01    appropriate local partner or the nearest Regional Support Centre. Most inquiries are entered via SAP 's Frontend which offers all the advantages of automatic dispatching.    Regional Support (more than 400 Support professionals in four Regional Support Centres)   Regional Support Centres are located in Walldorf, Germany (Europe/Africa), Philadelphia, USA (Americas), Singapore (Asia-Pacific) and Tokyo, Japan (North East Asia). These Centres are responsible for processing support inquiries and also form part of the 7 x 24h support network. According to the 'FoIlow-the-Sun' principle, inquiries received outside normal working hours are automatically forwarded to the Regional Support Centre that is currently active. Another task is the co-ordination of regional partners in their co-operation with SAP customers.    Development Support (Europe, Americas, Asia)   SAP Africa's Local Support Centre supports all SAP customers in the Southern Africa/Sub- Sahara region. In the event of SAP Africa being unable to respond timeously or effectively, the support query will be elevated to COMMERCE ONE INC.. Inc. consultants, in which event, SAP Africa shall use its best endeavours to respond timeously in accordance with the service levels stipulated in the table below.   The Quality Management processes implemented throughout the SAP Support organisation are certified globally according to the international standard ISO 9002.   The workflow between the support levels is defined in an internal Support Level Agreement (SLA) and SAP's Support Process Monitoring team ensures that requests are forwarded smoothly between the support levels. SAP Africa, SAP AG and their respective licensors shall use their best endeavours and efforts to ensure that the below mentioned Initial Reaction Times and Projected Resolution Times (PRT) are achieved in 80% of all cases;   Priority   Very High (1)   High (2)   Medium (3)   Low (4)   Initial Reaction Time   (IRT)   30 minutes   2 hours   4 hours   8 hours   Projected Resolution Time   (PRT)   1 day   3 days   7 days   1 4 days   Priority 1: d, h, min = days, hours, minutes in actual time Priority 2, 3, 4: d, h, min = days, hours, minutes during office hours



- 61 -     TELKOM CONTRACT No. 076C/01   The initial reaction time (IRT) is the time elapsed between message receipt at SAP (Send to SAP in SAP Service System) and initial contact with the customer or change of the message status.   The Projected Resolution Time (PRT) is the time elapsed between IRT and providing a solution.   Priorities of messages are defined as follows:    Very High or Priority 1   A message with priority Very high is justified when critical restrictions in day-to-day operations are encountered. Critical tasks, especially time-critical jobs, cannot be performed, due to a total system shutdown or a malfunction in a main function of the production SAP system.   This message requires immediate processing, as the malfunction can result in serious losses.    High or Priority 2   A message with priority High is justified when serious restrictions in day-to-day operations are encountered. Necessary tasks cannot be performed due to a malfunction or failed function in the Software that is urgently required in the current situation.   The message requires rapid processing, because the continuing malfunction could cause a serious interruption in the entire production system.    Medium or Priority 3   A message with priority Medium is justified when restrictions in day-to-day operations are encountered. This is caused by a malfunction or failed functionality in the system.    Low or Priority 4   A message with priority Low is justified when day-to-day operations are not affected or only affected in a minor fashion. This is caused by a malfunction or failed functionality in the system that is not used daily or is only used rarely.   (Problem situations in test systems will normally result in a priority that is one level lower than the identical problem in a production system).



- 62 -     TELKOM CONTRACT No. 076C/01   On the anniversary of this AGREEMENT, the parties shall enter into discussions and   negotiations for the purposes of reviewing the aforestated maintenance service level terms,   more particularly, the related commercial terms thereof including, the maintenance fee and/or   percentages; the response, processing and resolution times; the penalties that may be   payable by SAP Africa and/or its licensors for failing to comply with such times and other   aspects of the maintenance services. The parties acknowledge that the market for the   SOFTWARE in South Africa is limited and that therefor it may be difficult to ascertain market   conditions for the purposes of reviewing such commercial and related terms. Accordingly,   the parties shall take cognisance of market conditions in other countries where the   SOFTWARE is being used. Should the parties be unable to agree upon any such   amendments within 30 days from the anniversary date, then such dispute shall be referred   for determination by the Arbitration Foundation of Southern Africa (AFSA) in accordance   with the rules of AFSA and to an arbitrator appointed by the Chairperson of AFSA upon   application by either party. The arbitrator shall upon request of either party, appoint a   suitably qualified expert to assist him in determining the dispute. Except in the case of   manifest error, the arbitrators' ruling shall be final and binding upon the parties but shall be   without prejudice to a party's other rights and obligations arising from the AGREEMENT.



- 6 3 -    TELKOM CONTRACT No. 076C/01     Customer Message Support   The process of customer message support is the interface between development and service. The process steps that impact upon the SLA are customer message recording, preliminary checking, search for relevant error notes (known problem solution), and problem analysis.   Life Cycle of a Customer Message   Refer to accompanying PDF for diagram    Telkom customers can access the SAP's Frontend or SAPNet-Web Frontend and create their own requests and messages. Customer requests and messages that are received in writing via fax (+27 11 2356004) are first processed by the support facility of the Local Support Centre and then recorded for further processing in SAP's internal customer support system. A request or message is automatically assigned to an administrator in the SAP support organization (Local Support and Regional Support for the Software) based on the components assigned to it.   Performing preliminary checks, searching for troubleshooting information   The processor first checks whether the problem report is complete, and whether an entry has already been made in the system containing a solution to the reported problem. This search is conducted semi-automatically in SAP's support system. If an entry is found containing a solution to the problem, then the person who had submitted the problem report is notified in writing via SAPNet and the problem is closed for SAP.   Problem Analysis   If, following preliminary analysis, the Local Support level decides that the problem must be handled by an expert in the respective component, the problem is passed on to the Regional



- 64 -     TELKOM CONTRACT No. 076C/01   Support level. If the problem involves a program error or if the processor cannot find a solution despite intensive analysis, he or she transfers it to the Development Support level. The responsibility for Development Support lies with the user departments of the development areas.   If no relevant error note (known solution) exists, the customer shall provide SAP with sufficient test time and support, as an attempt is made to reproduce the reported problem and to determine whether it is a problem with the software (at SAP or in the customer's system, provided that the latter does not negatively affect the customer's operations). If this reproduction of the problem is not possible, the next time the problem occurs, additional analyses are performed to narrow down the source of the problem. In the meantime, the problem receives the status of customer action in the support system. If special handling by an expert is required, then it is relayed to Development Support.   Escalation Management   In the event of SAP's Support Management deciding that the standard support processes are insufficient to solve a critical customer situation (problems as described in point 2 above) a formal escalation process is invoked.   During this process, SAP will assign the required SAP personnel to the customer remotely (via a remote connection) and/or on site, as appropriate. These resources will be under the direct supervision of SAP's management and the customer will not incur any costs.   A formal de-escalation process, involving an assigned Customer Services Manager, will take place once the critical issue has been resolved.   During the implementation phase prior to the SOFTWARE being installed, SAP AFRICA and TELKOM will negotiate with each other to discuss and agree upon an appropriate detailed escalation process for the Maintenance Services that SAP AFRICA and its licensors will provide and that will apply during the said implementation phase and the go-live stage. The parties shall also determine an escalation process that is appropriate for TELKOM'S needs and business requirements when USING the SOFTWARE.



-65-    TELKOM CONTRACTN0. 076C/01   THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS   (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/                  /S/                                                   (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001 in the presence of the undersigned witnesses       AS WITNESSES     Signature         /S/        Signature         /S/



- 66 -     TELKOM CONTRACT No. 076C/01   ANNEXURE 3   to   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LTD   with   TELKOM SOUTH AFRICA LIMITED   1.           ESCROW ARRANGEMENTS   1. 1       SAP Africa warrants that the entire source code for the SOFTWARE owned by   or licensed by SAP AG and/or COMMERCE ONE INC.. (Source Code),   together with related DOCUMENTATION as it is, or becomes available, shall   be deposited into an escrow account by no later than 30 June 2001 which is   maintained at Volksbank Wiesloch, Germany (the Escrow Agent), pursuant   to an agreement between the Escrow Agent and SAP AG (the Escrow   Agreement). The Escrow Agreement provides that the Escrow Agent shall,   under certain circumstances, release the Source Code and related   DOCUMENTATION to TELKOM.   1. 2       SAP Africa further warrants that SAP AG will from time to time (as soon as   the relevant RELEASE and/or VERSION has been finalised) deposit into the   escrow account copies of all new versions of the Source Code and related   DOCUMENTATION encompassing any and all copies of all versions of the   Source Code and related DOCUMENTATION encompassing any and all   CORRECTION LEVELS.



- 67 -     TELKOM CONTRACT No. 076C/01   1. 3                       TELKOM may, at its own cost, verify that the new version of the Source Code   is deposited with the Escrow Agent.   1. 4                       Without prejudice to any express provision to the contrary contained in the   AGREEMENT, TELKOM shall have the right to access the Source Code if   SAP:   1. 4. 1                           is in default of any material term, condition or provision of this   AGREEMENT as a consequence of which the TELKOM is prevented from   having substantial USE and benefit of the SOFTWARE in terms thereof   and remains in default for a period of 30 (thirty) days from receipt of the   first written request to remedy the default concerned; or   1. 4. 2                            ceases to carry on business or to provide the particular USE, service or   benefit referred to in clause 12. 4. 1; or   1. 4. 3                           becomes bankrupt or has a receiving order made against it, or is placed in   liquidation or under judicial management in either case, whether   provisional or final, or is deregistered.   1. 5                       TELKOM shall not have the right to access the Source Code if SAP AG or a   SAP AG affiliate agrees to assume, carries out and continues to carry out,   SAP Africa's maintenance obligations under this AGREEMENT, pursuant to   the terms and conditions hereof.   1. 6                       TELKOM recognises and agrees that the Source Code and all parts thereof, is   the valuable proprietary and confidential information and trade secrets of SAP   AG, and shall remain so even after a release of the Source Code to TELKOM   under the Escrow Agreement. In the event of a release of the Source Code to   TELKOM under this AGREEMENT, TELKOM agrees to hold same in strict   confidence and to take appropriate action to preserve its confidentiality, and



- 68 -     TELKOM CONTRACT No. 076C/01   TELKOM shall have a non-exclusive, non-transferable LICENCE to USE the   Source Code solely for its own use in order to support and maintain the   SOFTWARE and for no other purpose whatsoever. TELKOM shall USE the   Source Code only at its own premises on its own data processing equipment   or third parties in accordance with clause 3 of the AGREEMENT. TELKOM   agrees not to copy the Source Code, nor to disclose it to any third party except   Agents retained by TELKOM to assist in maintaining SOFTWARE, provided   that no such Agent is in the business of marketing or developing software   competitive to the SOFTWARE.



-69-     TELKOM CONTRACT No. 076C/01   THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS   (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/               For SYSTEMS APPLICATIONS PRODUCTS (AFRICA)(Pty)limited     /                                                                                                 (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001       AS WITNESSES     Signature         /S/        Signature         /S/

Ex Output:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


Ex Input:
Exhibit 10.34   INTERNET CHANNEL COOPERATION AGREEMENT   Contract Number: 181015BD0120

     Party A:

  Beijing Baidu Netcom Science and Technology Co., Ltd.

  Address:

  Baidu Building, 10 Shangdi 10  Street, Haidian District, Beijing

  Contact:

  HOU Gang

  Telephone: 010-59927171 Fax: 010-59920021

    Party B:

  China Online Housing (Hong Kong) Co., Ltd.

  Address:

  8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing

  Contact: Telephone: 010-58951000 Fax: 010-58951005   Party C: Beijing Yisheng Leju Information Services Co., Ltd. Legal representative: ZHU Xusheng Authorized signatory: Address: 8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: Telephone: 010-58951000 Fax: 010-58951005   In this Agreement, Party A, Party B and Party C individually a Party, collectively the Parties. The transaction contemplated to be jointly conducted by Party A and Party B hereunder is referred to as the Operation.   WHEREAS:   1. From its formation in January 2000, Party A has been providing search technology services with the mission to provide the public with easy access to information. it has completed transformation from a back-office technology provider to an independent search services provider for the public and is the first operator of competitive ranking in the PRC. The www.baidu.com operated by Party A has grown into the largest Chinese website and Chinese search engine in the world.   2. Party B is a leading online and offline real estate information and consulting services provider in the PRC. The SINA Leju operated by Party B is a leading real estate and home furnishing network information network in the PRC, having plentiful and quality database on real estate (including new, used and leased real estate), home and furniture.   3. Party A and Party B through negotiations agree to conduct comprehensive cooperation in real estate and home furnishing information services by capitalizing on their respective advantages, including their strategic cooperation on the formation of a real estate and home furnishing channel by Party A. Both Parties will jointly launch Baidu Leju Real Estate and Home Furnishing Channel for which Party B will be wholly responsible for its construction. Party B will form a dedicated team and, to the extent permitted by Party A, conduct a whole new design of all information, products and data of Party A on real estate, used homes, home and furniture, so as to present the existing services of Party B to the   1

th





  customers of Party A through the channels of Party A. Meanwhile, Party B will be responsible for all operations of the advertising or any other businesses in connection with the real estate and home furnishing channel of Party A according to agreement. Party A will use promotional resources to provide full assistance in Party B's efforts in customer development and traffic expansion.   NOW, THEREFORE, the Parties agree as follows:   ARTICLE I DEFINITION AND INTEPRETATION   1.1 Definition   Unless otherwise defined in the context, in this Agreement:   (a) PRC Laws mean any laws, regulations, rules and regulatory documents in the PRC which are current and will be issued going forward.   (b) Business Secrets mean any technical, financial, commercial or any other information owned and treated as business secrets by one Party and/or its subsidiaries or affiliates, which have the following attributes:   (i) It is unknown to the public;   (ii) It may generate economic benefit for its owner;   (iii) It is practical; and   (iv) It is treated as business secrets with appropriate protection measures by its owner.   (c) Effective Date means the date of this Agreement.   (d) Force Majeure means the occurrence of any acts of God or man-made disasters or accidents during the term of this Agreement which is unforeseeable or, if foreseeable, unavoidable, or uncontrollable and make it impossible for one Party to perform this Agreement in a whole, including earthquakes, typhoons, floods, fires, wars, strikes, riots, hacker attacks, technical breakdown of telecommunication departments, and legal restrictions.   (e) Baidu Net/Party A's Website means the Internet website owned by Party A whose domain name is http://www.baidu.com, through which Party A provides search services to its users.   (f) Leju Net/Party B's Website means the Internet website owned by Party B whose domain name is http://www.leju.com.   (g) First Tier Channel on Baidu Net means any of the channels with the headings of news; real estate and home furnishing; tie bar; Zhidao; and entertainment in the product lists of Baidu Net.   (h) Second Tier Channel of Baidu Net means any of the channels with the headings of real estate, used homes, and decorations in the real estate and home furnishing channel of Baidu Net.   2





  (i) Real Estate and Home Furnishing Channel/Cooperation Channel means a First Tier Channel on Baidu Net jointly constructed by Party A and Party B, whose channel name and domain name is Baidu Leju Real Estate and Home Furnishing Net (the Baidu Leju) and leju.baidu.com, respectively.   (j) Category means the webpage publishing a certain type of information under each level of the channels on Party A's Website. The homepage of each channel consists of multiple categories.   1.2 Interpretation   (a) Any date in this Agreement means its calendar date.   (b) The headings in this Agreement are for convenience only and will not affect the meaning or interpretation of any part of this Agreement.   (c) Singular form of any word include its plural form as required in the context, and vice versa.   (d) Any reference to the article, section and paragraph means the article, section and paragraph of this Agreement.   ARTICLE II REPRESENTATIONS AND WARRANTIES   2.1 Legal Status   Each Party represents and warrants to the other Parties that as of the date of this Agreement:   (a) It is qualified to conduct the transaction contemplated under this Agreement, and such transaction is in line with its scope of business;   (b) It has the full power to enter into this Agreement and perform its obligations hereunder;   (c) Its authorized representative has full authority to sign this Agreement on its behalf (a photocopy of which authorization letter will be provided upon request of the other Parties); and   (d) To its knowledge, it has disclosed all of the documents issued by the local government having jurisdiction over the place where it is incorporated or its business address is located which may have material adverse effect upon performance of its obligations under this Agreement; and it is not a party to any liquidation, dissolution or bankruptcy proceedings.   2.2 Legal Effect   (a) As of the date of this Agreement, it is bound by this Agreement.   (b) It warrants that none of its execution, delivery and performance of this Agreement or conduct of any transaction contemplated hereunder is in violation of any PRC laws or any agreement to which it is a party.   (c) Prior to the date of this Agreement, it has presented its business license   3





  which has passed annual inspection for the current year to the other Parties, the sealed copy of which business license will be provided to the other Parties.   ARTICLE III TERM OF THIS AGREEMENT   3.1 Term   (a) This Agreement will be effective as of the date of its execution, and term of the Cooperation will be four years from the date on which the channel is uploaded.   (b) The channel is expected to be uploaded on August 1, 2010.   (c) As of the date of this Agreement, both Party A and Party B will cooperate to complete all preparatory work in connection with the Cooperation channel contemplated under this Agreement, so as to ensure smooth upload of the Cooperation channel.   3.2 Extension   Upon expiration of this Agreement, with all conditions being equal, Party B has the preferential right to continue Cooperation with Party A in respect of the real estate channel. If both Party A and Party B continue their Cooperation, they will negotiate to reach an agreement to that effect no less than one month prior to the expiration of this Agreement.   3.3 Phases of Cooperation (subject to the actual date of the upload of the channel)   Phase I will commence on August 1, 2010 and end on July 31, 2011.   Phase II will commence on August 1, 2011 and end on July 31, 2012.   Phase III will commence on August 1, 2012 and end on July 31, 2013.   Phase IV will commence on August 1, 2013 and end on July 31, 2014.   ARTICLE IV CONTENT AND SCOPE OF COOPERATION   It is agreed that the Cooperation contemplated under this Agreement will consist of:   (i) formation of the Cooperation channel;   (ii) advertising operation of the Cooperation channel;   (iii) promotion of the Cooperation channel; and   (iv) cooperation with any other products.   The details of the Cooperation are as follows:   4





  4.1 Formation of the Cooperation Channel   (a) During the term of this Agreement, Party B will use the Baidu's Real Estate and Home Furnishing Channel as the jointly formed channel of Party A and Party B. Party A grants all-round exclusive rights to Party B to construct, maintain and operate the Cooperation channel. As the owner of www.baidu.com, Party A has ownership and control over second tier domain names. Party A has the right to deprive Party B of the operating rights of the website without any liability if Party B is found in violation of any law. Party A is required to receive written consent from Party B prior to its adjustment of any second tier domain names which is under independent operation of Party B.   (b) Party A authorizes Party B to maintain and construct all of the contents under the second tier domain names as follows:   (i) Leju.baidu.com   (ii) House.baidu.com   (iii) Jiaju.baidu.com   (iv) Fangyou.baidu.com   (v) Esf.baidu.com   (vi) Rent.baidu.com   (vii) Dichan.baidu.com   (viii) Jiancai.baidu.com   (c) Party B will be solely responsible for the sponsorship, operation, upgrade, and maintain of Baidu Real Estate and Home Furnishing Channel, including provision of bottom-level webpage and systems, integration of the data, information and intelligence provided by users relating to real estate and home furnishing on the Cooperation channel, and provide related maintenance and support to end-users. Party B has the discretion to arrange the layout and linkage of the channels, categories, articles and data relating to real estate and home furnishing on the Cooperation channel.   (d) The reformed Cooperation channel will still exist as a real estate and home furnishing channel, a First Tier Channel of Baidu Web, whose domain name is leju.baidu.com. The homepage of the Cooperation channel will be designed to give full presentation of the cooperation between the two Parties.   (e) During the term of this Agreement, Party A will add the Cooperation channel to the linkage access to the real estate and home furnishing in the product list page of Baidu Net (http://www.baidu.com/more/).   (f) Party B will be responsible for development of each level of webpage of the Cooperation channel, and has control, approval and discretion over its design, layout and appearance. It is agreed by both Parties that the homepage of the Cooperation channel will have a domain name of leju.baidu.com, which may be reformed according to the design and layout of Party B, or remains consistent with the overall style of Party A's Net. If it remains consistent with the style of Party A's Net, Party B will ensure no material change be made to the brand   5





  image of Party A or any webpage relating thereto, provided that any design planned by Party B is subject to consent of Party A.   (g) Except for the homepage of the Cooperation channel, any other sub-channels, categories and articles within the Cooperation channel is subject to design and layout of Party B at its sole discretion. Such sub-channels, categories and articles may all use the domain name of Party B's Net or Party A's Net, such as baidu.leju.com\esf or baidu.leju.com\jiaju.   (h) The contents, operations, products, services, images, texts and super links of the Cooperation channel will be operated on the server of Party B. Party B will be solely responsible for the servers, bandwidth and any other facilities necessary for the Cooperation channel. Party B has sole control, approval and discretion over the contents, operations, products, services, images, texts and super links in or included in the Cooperation channel, as well as to include which and how to include any existing information or services on the Party B's Net into the Cooperation channel through super links.   (i) Party B warrants that none of the articles, contents and web pages of the Cooperation channel is in violation of PRC laws or any international treaty to which the PRC is a signatory, including without limitation any content detrimental to national security, of pornographic, fraudulent, insulting, defamatory, hectoring or harassing nature, infringing upon the copyrights, personal rights or any other valid rights and interests of any other parties or in breach of any social customs, or any linkage thereto. If Party A receives any complaint regarding the content of the Cooperation channel, Party B shall resolve such complaint immediately, negotiate with or respond to any review or enquiry from any third party or competent authorities at its own expenses, and be liable for any loss incurred by Party A.   (j) To ensure legality of the contents within the Cooperation channel, Party B will make the contact of its customer services conspicuously displayed at the homepage of the Cooperation channel, and keep its users of the way to file a complaint upon occurrence of any tort or law-breaching incidents. Party B will respond to any complaint within a reasonable upon receipt thereof, which response process is subject to approval of Party A. If Party B receives any complaint of any third party regarding the tort or breach of any content in the Cooperation channel which is forwarded from Party A, Party B will delete such content within 24 hours or notify Party A of its responsive measures.   (k) Party A will cooperate with Party B to handle any agreement relating to cooperation regarding real estate and home furnishing channel which has not been fully performed by the date of this Agreement. It is agreed that party A will disclose to Party B all of its agreements regarding Cooperation Channel which are valid as of the date hereof, and Party B reserves the option to agree or waive its acceptance of such agreement according to its circumstances. If Party B agrees to accept part of such agreements, the confidentiality and transfer of debts and claims under such agreements will be subject to special agreement of the other party thereto, and Party A will perform the tasks set forth under Section 4.1(k) with reasonable care.   (l) Party A hereby agrees to take all actions necessary for cooperation between the client of Cooperation Channel with Party B and the transfer mentioned above, including:   (i) Within ten (10) business days upon execution of this Agreement,   6





  provide to Party B a schedule listing all agreements regarding Cooperation Channel which are valid as of the date hereof as well as a copy of all such agreements;   (ii) Within ten (10) business days upon execution of this Agreement, provide to Party B a correct and detailed financial statement reflecting all accounts receivable and payable, including any payment made by Party A or the client under any outstanding agreement with the note whether such payment is for completed or uncompleted services.   (iii) Within ten (10) business days upon execution of this Agreement, provide to Party B a client document (including the name, position and the residence of its person in charge) for follow-up and maintenance efforts by Party B; and   (iv) Introduce Party B to its clients as the new communicator and the successor of Party A.   4.2 Advertising on the Cooperation Channel   (a) Party A agrees that the pricing, specifications and contents of the advertising on the Cooperation Channel is subject to sole discretion of Party B. Party B has absolute and sole control, approval and discretion regarding the advertising operation of the Cooperation Channel, may conduct and benefit from legal advertising operations at its sole discretion.   (b) Party A will provide to Party B the authorization and any other legal documents necessary for Party B to conduct advertising operation on the Cooperation Channel, and provide good-faith support in connection with coordination and promotion necessary in such advertising operation.   (c) Party A will provide assistance to Party B in installing and commissioning advertising management and release system on the Cooperation Channel to ensure smooth management of the advertising on the Cooperation Channel by Party B. Party B has sole discretion to use the advertising management and release system of its own or from Party A.   (d) Party B will be liable for its advertising operation, and will handle and be held liable for any dispute, complaint or government investigation or penalty arising from the content or release of its advertising. Party B will be held liable for any loss incurred by Party A as owner of the website resulting from Party B's conduct.   (e) Without prior consent of Party B and during the term of this Agreement, Party A may not release advertising or promotion information, or any other information or linkage against law or industrial standards on the Cooperation Channel.   (f) Party B has the right to conduct marketing activity in the name of Baidu Leju Real Estate and Home Furnishing Net, provided that such conduct will not appear as if Party B represents Baidu or Party B and Baidu has any relationship other than that provided under this Agreement.   (g) Party A represents and warrants that Party B will not be liable for any cost, expense, damage, loss, indemnity, tax, levy, action or claim regarding any client incurred prior to the date of this Agreement.   7





  4.3 Promotion of the Cooperation Channel   (a) During the term of this Agreement, Party A undertakes to promote the key word (including any of the key words relating to real properties, building material products and home furnishing) involved in the Cooperation Channel. Party A warrants that such key word will be promoted on the open search platform of Baidu and preferentially displayed at the left side of the search result pages, the exact display position of which is subject to separate agreement between the Parties. The search results will link to the real estate and home furnishing channel under cooperation of the Parties. The key words will be provided to Party B to Party A, and the information included in any of the key words and their search results will be in compliance with laws and regulations, as well as business rules of Party A, including without limitation user's experience. Party B agrees that Party A may modify the display of search results out of consideration relating to user experience, provided that such modification will not materially change the display, content and position of the search results. Party A will be deemed in breach of this Agreement if it is required to modify search results pursuant to laws, regulations, court rulings or other mandatory documents.   (b) During the term of this Agreement, Party A undertakes to provide to Party B Baidu network promotion resources equal to RMB10 million for each cooperation period from its commencement. Party A will provide such resources to Party B through a separate account for promotion of the Cooperation Channel at the discretion of Party B. Party B must use up the resources within the period provided under this Agreement and any remaining resources will be cancelled as of the commencement of the next cooperation period. Additionally, Party A agrees to provide support for Party B's promotion at Baidu picture search, Baidu Zhidao, Baidu Baike, Baidu Search Chart, Hao123 and other Baidu products. Party A will provide assistance for Party B in effective promotion of search results, the details of which are subject to separate agreement of the Parties.   (c) Party A undertakes to provide support for Party B in marketing and promotional efforts, including without limitation joint promotional activities on Baidu leju Cooperation Channel.   4.4 Cooperation of Other Products   (a) During the term of this Agreement, Party A and Party B will conduct cooperation regarding Tieba products, the details of which are subject to supplemental agreement of the Parties. Party A undertakes not to make additional charge from Party B regarding Tieba products.   (b) During the term of this Agreement, Party A and Party B will conduct cooperation regarding Baidu Map products, the details of which are as follows:   (i) Party B will provide real estate, home furnishing and life related data required by Party A, and Party A will use its technological means to provide display platform for Party B at map.baidu.com, the details of which are subject to separate agreement of the Parties.   (ii) Subject to provision of relevant real estate information to Party A from Party B, Party A will display the real estate information, and any of its updates from time to time, provided by Party B on map.baidu.com   8





  on preferential basis. Party A will deal with any failure to display such information as provided in the preceding sentence immediately upon notice for such effect from Party B in writing.   (iii) Party A and Party B have entered into agreement regarding map cooperation prior to this Agreement. Party B has the option to continue performing such agreement, or terminate such agreement and perform the Cooperation provided hereunder.   (c) During the term of this Agreement, Party A agrees to give preferential cooperation to Party B regarding Baidu news products.   Cooperation Fee   1. Cooperation Fee   The cooperation fee under this Agreement will be RMB200 million, of which RMB160 million will be channel cooperation fee and RMB40 million will be promotion fee for the Cooperation Channel. The cooperation fee will be payable in four installments as follows   (a) Within 15 business days after the date hereof, Party B will pay RMB50 million to Party A.   (b) Within 15 business days after the end of the first cooperation period, Party B will pay another RMB50 million to Party A.   (c) Within 15 business days after the end of the second cooperation period, Party B will pay another RMB50 million to Party A.   (d) Within 15 business days after the end of the third cooperation period, Party B will pay the remaining RMB50 million to Party A.   2. Payment of Cooperation Fee   The channel cooperation fee provided under this Agreement will be payable by Party B or its designated entity to the following account of Party A at the expense of Party B, which payment could be in foreign currency at equivalent amount.   Beneficiary: Beijing Baidu Netcom Science and Technology Co., Ltd.   Bank: China Merhcants Bank, Beijing Branch, Beisihuan Sub-branch   Account number: 866180198510001   ARTICLE V RIGHTS AND OBLIGATIONS   5.1 Each of the Parties warrants that its execution and performance of this Agreement is in no violation of any third party interests or PRC laws.   5.2 Party B will be responsible for server configuration, bandwidth, operation, maintenance, users and user services management and development necessary for the Cooperation Channel, as well as any expenses and liabilities arising thereof.   5.3 Party B warrants that any and all information provided or released onto the Cooperation Channel during the Cooperation is in no violation of PRC laws, general code of   9





  ethics and intellectual property and/or other legal interests of any third party and, upon occurrence of such violation, Party B will delete the violating information from the Cooperation Channel, resolve any dispute and be liable for any consequence arising thereof, and indemnify Party A for any loss incurred by Party A thereof.   5.4 Any delay of service by Party B due to any force majeure will be notified to Party A immediately, and Party B will take prompt measures to ensure performance of this Agreement;   5.5 Party A allows Party B to conduct any activity in the name of real estate and home furnishing website of Party A's website without violation of any laws and provisions under this Agreement, provided that such conduct will not appear as if Party B represents Baidu or Party B and Baidu has any relationship other than that provided under this Agreement.   5.6 Party B will be responsible for advertising operation of the real estate channel. Party B has sole discretion to conduct advertising operation, and any gains, liabilities, duties, taxes and expenses arising therefrom will be owned or paid by Party B.   5.7 Party B will pay the channel cooperation fee provided under this Agreement.   5.8 Party A will provide to Party B the promotional resources provided under this Agreement, including Baidu network promotional resources, provide promotional support to Party B, and make promotion of Party B on its website.   5.9 Party B will embed Baidu search bar into the homepage of www.leju.com, and any income thereof will be shared between Party A or any of its affiliates and Party B on monthly basis, the details of which are subject to separate alliance agreement between Party B and Party A or any of its affiliates.   5.10 Party C will be severally and jointly liable for any and all obligations of Party B under this Agreement.   ARTICLE VI   OWNERSHIP   Party A maintains its ownership of all rights, entitlements and interests of its websites and trademarks. Party B maintains its ownership of all rights, entitlements and interests of its websites, trademarks, and the information and data on the Cooperation Channel.   ARTICLE VII EXCLUSIVITY   During the term of this Agreement, Party B and its affiliates will be the exclusive cooperator of Party A's real estate and home furnishing cooperation channel. Party B and its affiliates will be the exclusive provider of real estate and home furnishing information, products and data in Party A's real estate and home furnishing channel. Party A may not make any identical or similar cooperation regarding the real estate and home furnishing information, products and data in its real estate and home furnishing channel with any competitor of Party B.   ARTICLE VIII CONFIDENTIALITY   8.1 Unless with express prior written consent from the other Party (which consent   10





  may not be withheld without reason), none of the Parties may make any public announcement or statement regarding this Agreement or any relationship with this Agreement.   8.2 Subject to written consent from the other Party, any Party may make press release or any other public presentation regarding the cooperation, cooperation channel and Party B's participation in the Cooperation Channel contemplated under this Agreement.   8.3 Any Party (the Receiving Party') will keep in strict confidence any business secret received by it from the other Party (the Disclosing Party) and, without prior written consent of the Disclosing Party, may not disclose such information to any third party or, if it fails to do so, be liable for any loss incurred by the Disclosing Party, unless such information:   (a) Has been known to the Receiving Party without any non-disclosure obligation prior to its receipt of the same from the Disclosing Party;   (b) Has been known to the public without fault of the Receiving Party;   (c) Is legally received from any third party without non-disclosure obligation or use restriction;   (d) Is developed independently by the Receiving Party;   (e) Is disclosed without prior written consent from the Disclosing Party; and   (f) Is disclosed under legal requirements having jurisdiction of the Receiving Party, provided that the Receiving Party will notify the Disclosing Party with prior written notice permitted under applicable laws and regulations of the exact business secret to be disclosed so as to enable the Disclosing Party to take effective protective measures.   8.4 The provisions under this Article VIII will have effect during and after the term of this Agreement.   ARTICLE IX BREACH LIABILITY   9.1 If any Party fails to perform any of its obligations under this Agreement, the breaching Party will cease its breach of this Agreement immediately upon receipt of a written notice from the non-breaching Party requesting correction of such breach, and will continue to perform, take corrective measures, or indemnify any loss incurred by the non-breaching Party within ten business days. If the breaching Party continues with such breach or fails to perform any of its obligations, the non-breaching Party may terminate this Agreement with immediate effect upon written notice to the breaching Party, and hold the breaching Party liable for any loss incurred by the non-breaching Party.   9.2 If each of the Parties is liable for breach of this Agreement, it will be held liable according to the extent of its failure thereof.   11





  ARTICLE X   TERMINATION   10.1 Special Provisions   The Parties agree that within three months prior to the 4  anniversary of the date hereof, Party B may conduct comprehensive review of the Cooperation contemplated hereunder and may elect to continue performing or terminate this Agreement. If Party B elects to terminate this Agreement, it will notify Party A in writing and this Agreement will terminate upon receipt of such written notice by Party A. Party B will settle any and all cooperation fee regarding the Cooperation Channel outstanding prior to 4  anniversary of the date hereof, and arrange appropriate transfer of all matters relating to the operation and construction of the Cooperation Channel to Party A. Such termination will not affect performance of any right and obligation occurred prior thereto.   10.2 This Agreement will terminate if:   (a) The Parties decide not to extend it upon its expiry;   (b) The non-breaching Party terminates this Agreement pursuant to Article IX;   (c) Any of the Parties terminates this Agreement pursuant to Article XI;   (d) Any of the Parties declares bankruptcy or is in the process of liquidation or dissolution;   (e) Any force majeure event continues for more than 30 days and any of the Parties issues a termination notice pursuant to Article XIII of this Agreement and terminates this Agreement on the date of receipt provided under this Agreement; and   (f) With agreement of the Parties.   If any of the Parties terminates this Agreement unilaterally under any of the above circumstances, this Agreement will terminated immediately upon receipt of the termination notice by the other Party.   10.3 If any of the Parties declares bankruptcy or is in the process of liquidation or dissolution, any Party may terminate this Agreement with immediate effect upon notice to the other Party in writing. Any Party encountering such circumstance will immediately notify the other Party of such circumstance.   10.4 Post-Termination Matters   (a) Unless otherwise provided under Section 10.1 of this Agreement, upon early termination of this Agreement, Party A will return to Party B the channel cooperation fee paid by Party B net part of the payment for the obligations which have been performed under this Agreement. If this Agreement is early terminated for any fault of Party B, Party B may not claim for any reason repayment of any channel cooperation fee paid to Party A. Termination of this Agreement will affect any settlement or payment obligation outstanding under this Agreement, or any obligation or right accrued prior to such termination.   (b) Upon termination of this Agreement, Party B will arrange appropriate transfer of all matters relating to the operation and construction of the Cooperation Channel to Party A.   (c) Upon termination of this Agreement, Articles VIII, IX and XII will   12

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  continue to have binding effect upon the Parties.   ARTICLE XI ASSIGNMENT AND WARRANTY OF RIGHTS AND OBLIGATION'S   11.1 Without prior written consent of the other Parties, none of the Parties may assign any or all of its rights and obligations under this Agreement to any third party.   11.2 In the event of any merger or division involving any of the Parties, all rights and obligations of such Party will be assigned in conjunction with such merger or division, provided that such Party will warrant that the rights and obligations of the other Party under this Agreement will not be affected. Upon occurrence of any of the above circumstances which could affect performance of this Agreement, such Party is obligated to notify the other Party of such effect. If such merger or division could make it impossible to perform this Agreement, the Party against which this Agreement will not be performed may terminate this Agreement with a prior written notice to such Party.   11.3 Neither Party A or Party B may create any security interest upon any of its rights under this Agreement for any third party claim.   11.4 Any Party involving in any merger will notify the other Party immediately of such merger so that the Parties may reach further agreement regarding the assignment of the rights and obligations under this Agreement.   ARTICLE XII GOVERNING LAW AND DISPUTE RESOLUTION   12.1 The execution, effect, interpretation and performance of this Agreement and resolution of any dispute arising from this Agreement will be governed by PRC Laws.   12.2 Any dispute arising from construction or performance of this Agreement will be firstly resolved through negotiations of the Parties.   12.3 If the Parties fail to resolve the dispute through negotiations, any of the Parties may submit the dispute for resolution by litigation at the local people's court having jurisdiction over Party A.   ARTICLE XIII FORCE MAJEURE   13.1 Force Majeure will include without limitation any acts of God, such as earthquakes, fires, and rampant epidemics; government authority factors, such as laws, policies and administrative orders; and any other element subject to legal requirements.   13.2 In the event of any Force Majeure which prevents any of the Parties from performing this Agreement, the Party encountering such Force Majeure will notify the other Party with details of such Force Majeure as soon as reasonably possible. Any delay or failure to perform this Agreement due to Force Majeure will not operate as breach of this Agreement and ground to make any indemnity, claim or punishment. Under such circumstance, the Party encountering the Force Majeure will be obligated to perform this Agreement with reasonable measures to the extent practicable and, upon end of the Force Majeure, notify the other Parties of the end of the Force Majeure within five days. If the Force Majeure causes this Agreement un-performable, the Parties may negotiate to terminate this Agreement without any liability on any Party. Any issue post to such termination will be resolved by the Parties through negotiations.   13





  ARTICLE XIV SUPPLEMENTAL PROVISIONS   14.1 Any failure or delay to perform any of the rights, powers or privileges under this Agreement will not operate as waiver thereof unless expressly made by the waiving Party in writing. Any single or partial exercise of any rights, powers or privileges hereunder by any Party will not preclude its further exercise of any rights, powers or privileges, unless without express waiver by such Party in writing.   14.2 If any of the provisions under this Agreement is held illegal, invalid or unenforceable under any applicable law, the Parties will modify such provision so that this Agreement could be valid, effective and enforceable according to the original intent of the Parties as closely as possible, and the remainder of this Agreement will remain valid and enforceable.   14.3 Any and all terms of this Agreement may not be changed or amended by any Party. Any matter not provided under this Agreement or any amendment, change or supplement hereto will be subject to supplemental agreement with signature and seal of the authorized representative of each of the Parties, which supplemental agreement will have the same effect with this Agreement.   14.4 Any matter not provided under this Agreement will be resolved under the PRC Laws.   14.5 This Agreement is made in six counterparts with two for each Party, and each original has the same effect.   14.6 This Agreement is dated April 29, 2010.   (NO TEXT BELOW)   Party A: /s/ Beijing Baidu Netcom Science and Technology Co., Ltd.   Party B: /s/ China Online Housing (Hong Kong) Co., Ltd.   Party C: /s/ Beijing Yisheng Leju Information Services Co., Ltd.   14

Ex Output:
Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?


Ex Input:
Exhibit 10.1

JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the Agreement) made and entered into this 20th day of Friday, March 2020 (the Execution Date), BETWEEN: BorrowMoney.com, inc of 512 Bayshore DR, suite 201 Fort Lauderdale FL 33304, and JVLS, LLC dba Vaccines 2Go of 4060 Johns Creek Parkway Suite H Suwanee, GA 30024 (individually the Member and collectively the Members). BACKGROUND: A. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise. B. This Agreement sets out the terms and conditions governing this association. IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows: Formation 1. By this Agreement the Members enter into a joint venture (the Venture) in accordance with the laws of the State of Florida. The rights and obligations of the Members will be as stated in the applicable legislation of the State of Florida (the Act) except as otherwise provided here. Name 2. The business name of the Venture will be BM&V2GO. Page 1 of 13





Purpose 3. The exclusive purpose of the Venture (the Purpose) will be IT Development. internet Back office Maintenance And Deployment of medical Service. Term 4. The duration of this Venture (the Term) will begin on March 1, 2020 and continue in full force and effect until February 28, 2025 or as otherwise provided in this Agreement. 5. The Term may be extended with the unanimous consent of all Members. Place of Business 6. The principal office of the business of the Venture will be located at 512 Bayshore Drive Suite 201 Fort Lauderdale, FL 33304 or such other place as the Members may from time to time designate. Business Management 7. The following managers (the Managers) have been appointed by the Members to manage the Venture: ● Aaldo PIscitello ● Jody Stewart 8. Except as otherwise provided in this Agreement, the individual Managers may be appointed, replaced, or removed upon unanimous consent of the Members. 9. The Managers will have a primary duty to the best interest of the Venture and not directly to any individual Member. 10. Within the limits of the Purpose of the Venture and the terms of this Agreement, the Managers, acting jointly, will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Conduct and actions of the Managers will be dictated by policy and procedure established by the Members. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Managers, acting jointly. 11. The Managers will jointly decide major issues concerning the Venture. Where Managers are unable to reach agreement in deciding major issues, approval by a majority vote of the Members at a regular or special meeting will be required. Page 2 of 13





Management Duties 12. Except as otherwise specified in this agreement, the duties and obligations of the Managers in relation to the Venture will include the following: a. managing the day to day business of the Venture; b. monitoring, controlling and directing the financial, business and operational affairs of the Venture; c. proper maintenance of books of account and financial records according to accepted accounting practices; d. monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this Agreement; and e. all responsibilities attached to hiring of production and administration staff including any required labor negotiations, and all responsibilities attached to hiring of third party contractors. Member Duties 13. Each Member will be responsible for its respective duties as follows:

Page 3 of 13





Member Duties Description

BorrowMoney.com, inc

*HTML code, build, deploy and maintain all technical aspect requirements including a database for medical dispatch personal & product service as needed, including activity information, data storage and backup. provided by three qualified assigned Borrowmoney.com, inc. employees/personal

JVLS, LLC dba Vaccines 2Go

$60,000.00 USD From Monthly Government , City And State, And Or Private Awarded Contracts. Plus (10%) Of Any Generated Gross Revenue From Awarded Contract, In Addition to The Total Contributions. 14. Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' interests are not affected except with the unanimous consent of the Members. Capital Contributions 15. Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the Capital Contribution): Member Contribution Description Agreed Value

BorrowMoney.com, inc 1, 500 square feet of Leased/rent office Space Includingspecified Description of duty* $3,500,000.00 USD

JVLS, LLC dba Vaccines 2Go

$60,000.00 USD From Monthly Government , City And State, And Or Private Awarded Contracts. Plus (10%) Of Any Generated Gross Revenue, In  Add i t i on  to  The  To ta l Contributions.

$3,500,000.00 USD

16. All Members will contribute their respective Capital Contributions fully and on time.

Page 4 of 13





Withdrawal of Capital 17. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members. 18. The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement. Additional Capital 19. Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Managers. Where Members' interests are affected, additional capital contributions (the Additional Capital Contributions) must have the unanimous consent of the Members. 20. Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members. Capital Accounts 21. An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture's capital made by a Member will be credited to that Member's individual Capital Account. Interest on Capital 22. No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members. Page 5 of 13





Books of Account 23. Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture's transactions and will be appropriate and adequate for the business conducted by the Venture. Banking and Venture Funds 24. The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity. Member Meetings 25. Regular Member meetings will be held quarterly. Minutes of the meetings will be maintained on file. 26. Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called. 27. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members. 28. Any vote required by the Members will be determined such that each Member receives one vote carrying equal weight. Amendments 29. This Agreement may be amended only with the unanimous consent of all Members. Admitting a new Member 30. New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members. Page 6 of 13





Dissociation of a Member 31. Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an Involuntary Withdrawal) and take whatever action necessary to protect the interests of the Venture. 32. If the Venture is harmed as the result of an individual Member's action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm. 33. Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member. 34. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement. 35. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing. Dissolution of the Joint Venture 36. The Venture will be dissolved and its assets liquidated in the event of any of the following: a. the Term expires and is not extended; b. a unanimous vote by the Members to dissolve the Venture; c. on satisfaction of the Purpose; d. loss or incapacity through any means of substantially all of the Venture's assets; or e. where only one Member remains. Page 7 of 13





Liquidation 37. On dissolution, the Venture will be liquidated promptly and within a reasonable time. 38. On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing. Valuation of Interest 39. In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting principles (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member's interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member. 40. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation. Transfer of Member Interest 41. A Member may assign their proprietary assets and their rights in distribution interest in the Venture. Such assignment will only include that Member's economic rights and interests and will not include any other rights of that Member nor will it include an automatic admission as a Member of the Venture or the right to exercise any management or voting interests. A Member who assigns any or all of their Venture interest to any third party will relinquish their status as Member including all management and voting rights. Assignment of Member status, under this clause, including any management and voting interests, will require the consent of all the remaining Members. Page 8 of 13





Management Voting 42. Any management vote required will be determined such that each Manager receives one vote carrying equal weight. Force Majeure 43. A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event. Duty of Loyalty 44. Provided a Member has the consent of the majority of the other Members, the Members to this Agreement and their respective affiliates may have interests in businesses other than the Venture. Neither the Venture nor any other Member will have any rights to the assets, income or profits of any such business, venture or transaction. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Members. Failure to disclose any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members. Confidentiality 45. All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain. 46. This section will survive for one year after the expiration or termination of this Agreement or dissolution of the Venture. Language 47. The Members expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture. Page 9 of 13





Insurance 48. The Venture will insure all its assets against loss where reasonable and standard practice in the industry. Indemnification 49. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member's participation in Venture affairs except where such harm or damages results from gross negligence or willful misconduct on the part of the Member. Liability 50. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or willful misconduct. Liability Insurance 51. The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture. Covenant of Good Faith 52. Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture. Joint Venture Property 53. Where allowed by statute, title to all Venture property, including intellectual property, will remain in the name of the Venture. Where joint ventures are not recognized by statute as separate legal entities, Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Venture property will be applied by the Members exclusively for the benefit and purposes of the Venture and in accordance with this Agreement. Jurisdiction 54. The Members submit to the jurisdiction of the courts of the State of Florida for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement. Page 10 of 13





Mediation and Arbitration 55. In the event a dispute arises out of, or in connection with, this Agreement, the Members will attempt to resolve the dispute through friendly consultation. 56. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Florida. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Florida. Warranties 57. All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorized to execute this Agreement. 58. Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member. Definitions 59. For the purpose of this Agreement, the following terms are defined as follows: a. Capital Contributions The capital contribution to the Venture actually made by the Members, including property, cash and any additional capital contributions made. b. Majority Vote A Majority Vote is any amount greater than one-half of the authorized votes. c. Operation of Law The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy. Page 11 of 13





Miscellaneous 60. This Venture is termed a contractual joint venture and will not constitute a partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and no Member is an agent for any other Member. Members will not be jointly or severally liable for the actions of the other Members. 61. Time is of the essence in this Agreement. 62. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. 63. Headings are inserted for the convenience of the Members only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 64. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 65. This Agreement contains the entire agreement between the Members. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Member in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Members. 66. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member's successors, assigns, executors, administrators, beneficiaries, and representatives. 67. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing. Page 12 of 13





68. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law. IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this 20th day of March 2020. BorrowMoney.com, inc (Member) Per: /s/ Aldo Piscitello (SEAL) Aldo Piscitello President JVLS, LLC dba Vaccines 2Go (Member) Per: /s/ Jody Stewart Jody Stewart (Mar 20, 2020) (SEAL) Jody Stewart Page 13 of 13

Ex Output:

Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?