In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example 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/ 
Question: 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?
Example Output: 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.

Example Input: Exhibit 10.4

EXECUTION VERSION

INTELLECTUAL PROPERTY AGREEMENT

by and among

UNITED TECHNOLOGIES CORPORATION,

OTIS WORLDWIDE CORPORATION

and

CARRIER GLOBAL CORPORATION

Dated as of April 2, 2020





TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 ARTICLE II ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS 7 2.1 Assigned Intellectual Property Rights 7 ARTICLE III LICENSING OF INTELLECTUAL PROPERTY RIGHTS 8 3.1 Licensed Intellectual Property Rights 8 3.2 Reserved Intellectual Property Rights 10 3.3 No Rescission 10 ARTICLE IV TRADEMARKS 10 4.1 Ownership of United Technologies Trademarks 10 4.2 Use of United Technologies Trademarks 11 4.3 Special Trademark Provisions. 12 ARTICLE V EXCLUDED AGREEMENTS 12 5.1 No Change to Excluded Agreements 12 ARTICLE VI CONFIDENTIALITY 12 6.1 Received Information and Materials 12 6.2 Confidential Information 12 6.3 Obligations 13 6.4 Termination of UTC NDA 13 ARTICLE VII LIMITATIONS AND DISCLAIMERS 13 7.1 Subsequent Delivery of Intellectual Property Rights 13 7.2 No Additional Obligations 14 7.3 DISCLAIMER 14 7.4 Limitations of Liability 14 ARTICLE VIII GOVERNING LAW AND DISPUTE RESOLUTION 15 8.1 Governing Law 15 8.2 Alternative Dispute Resolution 15 8.3 Confidentiality 13 8.4 Equitable Relief 13

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ARTICLE IX GENERAL PROVISIONS 16 9.1 Entire Agreement; Conflict Among Agreements 16 9.2 Assignment and Change of Control; Successor and Assigns 16 9.3 Bankruptcy 17 9.4 Amendments and Waivers 17 9.5 Notice 18 9.6 Severability 18 9.7 Counterparts 18 9.8 Further Assurances 18 9.9 Interpretation 19

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INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (UTC), Otis Worldwide Corporation, a Delaware corporation (Otis), and Carrier Global Corporation, a Delaware corporation (Carrier) (each, a Party and together, the Parties). RECITALS WHEREAS, UTC, Otis and Carrier have entered into that certain Separation and Distribution Agreement, of even date herewith (the SDA), pursuant to which UTC and its subsidiaries will undertake a series of transactions following which UTC will separate into three independent, publicly traded companies: (i) UTC, comprising Collins Aerospace and Pratt & Whitney, a systems supplier to the commercial aerospace and defense industry, (ii) Otis, a manufacturer of people-moving products, such as elevators, escalators and moving walkways, and (iii) Carrier, a provider of HVAC, refrigeration, fire, security and building automation technologies; WHEREAS, pursuant to Section 2.10 of the SDA, UTC, Otis and Carrier agreed to enter into this Agreement; WHEREAS, each of the Parties and their respective affiliates are currently owners of, and in possession of, certain Intellectual Property Rights (as defined herein), which Intellectual Property Rights may have been developed or acquired by such Party independently, or jointly with either or both the other Parties, or assigned to it by either or both of the other Parties prior to the date hereof; WHEREAS, a result of the corporate relationship between each of the Parties, and not necessarily pursuant to a written agreement, prior to the date hereof, each Party has had access to, and the right to use certain Intellectual Property Rights of one or both of the other Parties as required for its business; WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to confirm their respective ownership of certain Intellectual Property Rights (as defined herein), and with respect to certain other Intellectual Property Rights transfer ownership thereof from an Assignor Party (as defined herein) to an Assignee Party (as defined herein), and each Assignee Party wishes to receive ownership of such Intellectual Property Rights; and WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to either grant, or confirm the prior grants of, certain rights and licenses with respect to certain Intellectual Property Rights from each Licensor Party (as defined herein) to a Licensee Party (as defined herein), and each Licensee Party wishes to receive such license grants on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and in the SDA (and other agreements entered into in connection with the SDA), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:





ARTICLE I

DEFINITIONS

1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the meaning ascribed to such terms in the SDA. For the avoidance of doubt, for purposes of Section 2.1, Section 3.1, and Section 4.1, respectively, (a) any reference to an Assignor Party, a Licensor Party, or a Party, respectively, shall be deemed to refer to other relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively and (b) any obligation of an Assignor Party, a Licensor Party, or a Party, respectively, shall include an obligation to cause such relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively, to satisfy such obligation; in each case, as the context requires. AAA Rules shall have the meaning defined in Section 8.2.2. Affiliate shall mean, for the purpose of this Agreement and notwithstanding its meaning in the SDA, with respect to a Party, another member of the Party Group to which the Party belongs. Agreement shall have the meaning defined in the preamble. Assigned Intellectual Property Rights shall have the meaning defined in Section 2.1.1. Assignee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which an Assignee Party is a member. Assignee Party shall mean the Party, as the context requires, other than the Assignor Party, to whom Intellectual Property Rights are assigned from the Assignor Party pursuant to the terms hereof. Assignor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Assignor Party is a member. Assignor Party shall mean one of the Parties, as the context requires, in its capacity as an assignor of Intellectual Property Rights to another Party pursuant to the terms hereof. Carrier shall have the meaning defined in the preamble. Confidential Information shall have the meaning defined in Section 6.2. Contemplated to be Used shall mean that there are contemporaneous books or records, whether in hard copy or electronic or digital format (including emails, databases and other file formats) evidencing a specific, good faith intention of future use, created in the ordinary course of business consistent with past practice.

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Copyrights shall mean copyrights and other equivalent rights in copyrightable subject matter in works of authorship (including software), and including all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof. Dispute shall have the meaning defined in Section 8.2. Excluded Agreement shall mean (a) each Negotiated Agreement and (b) each Third Party Agreement; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, an Excluded Agreement shall not include any IWA or any work performed, without an express written agreement, by a member of an Assignor Group or a Licensor Group as Performer for a member of an Assignee Group or a Licensee Group as Requester, respectively, or vice versa. A non-inclusive (and not necessarily representative) listing of Excluded Agreements is provided in Schedule 5.0. Exploit shall mean, with respect to a particular item of Intellectual Property Rights, to do all things with such Intellectual Property Rights (subject to Article VI), including (a) to make, have made, use (including for development), import, offer for sale, and sell any product or service under any Patents within such Intellectual Property Rights; (b) to copy, display, perform, create derivative works based upon, and distribute any works under, any Copyrights within such Intellectual Property Rights; and (c) to use Trade Secrets and other confidential or proprietary information within such Intellectual Property Rights. For the avoidance of doubt, a right to Exploit in any manner a particular item of Intellectual Property Rights does not include the right to Exploit in any manner any other Intellectual Property Rights, including any separate background Intellectual Property Rights from or with which the item was created or derived, or which is necessary or desirable for a particular use of the item. Funded or Funding by an entity shall mean paid for by that entity through one or more cash contributions. For the purposes of this definition, U.S. Government funds or the funds of any other third party or entity shall not be considered. Future Affiliate Provision shall mean a term or provision of any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party Groups (a) pursuant to which a licensor Party grants or purports to grant to the Party or Parties licensed under such agreement a license to the Intellectual Property Rights of any future Affiliate (including in the case of UTC, Raytheon Company) of the licensor Party, (b) imposing or purporting to impose any non-compete or other similar limitation on the business of any future Affiliate (including in the case of UTC, the business of Raytheon Company) of a Party, in favor of another Party or Parties, or (c) requiring or purporting to require the payment to a licensor Party of any incremental royalty or other charge on the business or products of any future Affiliate (including in the case of UTC, Raytheon Company) of the Party that is the licensee under such agreement, except to the extent that such future Affiliate avails itself of the license to which such royalty pertains. Each Party agrees that to the extent such Party is the beneficiary of a Future Affiliate Provision, such Party hereby waives and disclaims, and will not seek to enforce or claim the benefit of, such Future Affiliate Provision, such waiver, disclaimer and covenant being for the sole benefit of the other Parties, their Party Groups, and their future Affiliates.

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Intellectual Property Rights shall mean any and all intellectual property and industrial property rights throughout the world, whether registered or unregistered, including intellectual property and industrial property rights protected or represented by, arising under, or associated with (a) Patents; (b) Copyrights; (c) Trade Secrets; and (d) any other similar or equivalent intellectual property or proprietary rights anywhere in the world; provided, however, that Trademarks are expressly excluded from the definition of Intellectual Property Rights. Invention Disclosure shall mean a written description of an invention, or potential invention, submitted to any member of a Party Group for review for patenting. IWA shall mean, as of a relevant date, the contractual terms and conditions prescribed for inter-entity work authorizations by Section 43 of the United Technologies Corporate Policy Manual or a predecessor thereof as of the relevant date, including the terms and conditions governing Intellectual Property Rights therein. Licensed Intellectual Property Rights shall have the meaning defined in Section 3.1.1. Licensed Patents shall mean with respect to a particular Licensor Group and Licensee Group, the Patents owned or freely licensable by the Licensor Group, that absent a license of the scope granted to the Licensee Group pursuant to Section 3.1 hereof, would be infringed by the operation of the business of the Licensee Group (including the making, selling, offering for sale, using or importing of the products or services of the Licensee Group). In addition, for the purpose of the forgoing determination as to whether a Patent is infringed as of the Effective Time, a Patent that issues after the Effective Time to the extent based upon a Patent Application or Invention Disclosure in existence before the Effective Time, shall be deemed to have been in existence from the date immediately prior to the Effective Time. Licensee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensee Party is a member. Licensee Group Field shall mean the field of the business of the applicable Licensee Group, including the manufacture, sale, support and service of products, and the provision of services, of one or more members of the applicable Licensee Group, as of the Effective Time and the natural extension thereof. Licensee Party shall mean one of the Parties, as the context requires, other than the Licensor Party, to whom Licensed Intellectual Property Rights are granted from the Licensor Party pursuant to the terms hereof. Licensor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensor Party is a member. Licensor Party shall mean one of the Parties, as the context requires, in its capacity as a grantor of Licensed Intellectual Property Rights to another Party pursuant to the terms hereof. Negotiated Agreement shall mean any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party

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Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Negotiated Agreement shall not include any (i) IWA, (ii) work performed, without an express written agreement, by any member of a Party Group as Performer for another member or members of a Party Group as Requester or (iii) agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Otis shall have the meaning defined in the preamble. Party and Parties shall have the meaning defined in the preamble to this Agreement. Party Group shall mean each of the UTC Group, the Otis Group, and the Carrier Group. Patent shall means any issued patent, including any utility patent, design patent, utility model, and inventor's certificate, or any like governmental grant or registration for the protection of inventions, including any patent granted by the United States Patent and Trademark Office (the USPTO), the European Patent Office (the EPO) or any foreign equivalent thereof, including any issued patent that is continuation, divisional, continuation-in-part, extension, confirmation, reissue, reexamination, renewal, correction or substitution of an issued patent. In addition, unless the context otherwise requires, the term Patent shall include any Patent Application. Patent Application means any application for a Patent, including any provisional or PCT or similar application, before an applicable governmental office anywhere in the world, including the USPTO and the EPO. Performer shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Performer, as defined in an IWA issued to the entity by the Requester defined in the IWA, with respect to the services, and/or (b) the entity performed the services at the request of a Requester as part of a joint project with the Requester, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Requester, and the entity received Funding from the Requester for the services (which Funded the services in full, or in full jointly with the Performer but with no contribution from any other entity) and delivered results of the services to the Requester. Performer Background IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights held by Performer at the time of such services, other than Performer Foreground-Delivered IPR and Performer Foreground-Undelivered IPR, that would be necessary to Exploit Performer Foreground-Delivered IPR. Performer Foreground-Delivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and delivered to the Requester.

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Performer Foreground-Undelivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and not delivered to the Requester. Performer Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Requester), supplier, service provider, or other Person performing any aspect of the services on behalf of the Performer. Person shall mean an individual, partnership, corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable law), trust or other entity or organization. Received Information and Materials shall have the meaning defined in Section 6.1. Requester shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Requester, as defined in an IWA issued by the entity to the Performer defined in such IWA, with respect to the services, and/or (b) the entity requested the services from the Performer as part of a joint project with the Performer, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Performer, and the entity Funded the services (in full independently, or in full jointly with the Performer but with no contribution from any other entity) and received delivery of results of the services from the Performer. Requester Foreground IPR shall mean, with respect to services requested by the Requester from the Performer, all Intellectual Property Rights conceived or created by the Requester, directly or by a Requester Service Provider, in connection with such services. Requester Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Performer), supplier, service provider, or other Person performing any aspect of the Requester's obligations in connection with such services. SDA shall have the meaning defined in the recitals. Third Party Agreement shall mean any Agreement, entered into at any time prior to the Effective Time, between or among (a) a third party, on the one hand, and (b) any member or members of the Party Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Third Party Agreement shall not include any agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Trade Secrets shall mean rights in information or know how, regardless of form, including ideas, inventions, designs, drawings, specifications, product configurations, prototypes, models, improvements, technical data and other data, databases, formulae, algorithms and mathematical embodiments, laboratory notebooks, pricing and cost information, plans, proposals, processes, procedures, schematics, manufacturing techniques, business methods,

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customer lists and supplier lists, and Invention Disclosures, that (a) derives economic value, actual or potential, from not being, and is not, generally known or readily ascertainable by proper means and (b) is the subject of efforts that are reasonable under the circumstances to maintain the confidentiality or secrecy thereof. Trademarks shall mean trademark rights, whether registered or unregistered, including in trademarks, service marks, trade names, brand names, certification marks, collective marks, Internet domain names and registrations, logos, slogans, symbols, trade dress and designs, and including all registrations, renewals, and applications for registration of the foregoing. United Technologies Trademarks shall mean all Trademarks to the extent consisting of or containing UTC, United Technologies Corporation, United Technologies, UTX, the UTC Icon, ACE, Achieving Competitive Excellence, all ACE logos, ESP, Employee Scholar Program, all ESP logos, ITC360, all ITC360 logos, and any variations or derivatives of any of the foregoing, and any Trademarks that are confusingly similar thereto. UTC shall have the meaning defined in the preamble. UTC Icon shall mean the symbol, also known as the UTC gear logo, identified as the UTC Icon in the UTC Corporate Identity Guidelines - Brand Basics document attached as Schedule 4.1.1, regardless of color or size, and any variant thereof. UTC NDA shall have the meaning defined in Section 6.4. ARTICLE II

ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS

2.1 Assigned Intellectual Property Rights

2.1.1 Assignments by an Assignor Party. Subject to Section 3.2, each Assignor Party, on behalf of itself and the other members of the Assignor Group, hereby irrevocably assigns to the applicable Assignee Party, and agrees to irrevocably assign to the applicable Assignee Party, all of its and the other members of the Assignor Group's rights, title and interest in and to any and all Intellectual Property Rights owned by the Assignor Party or another member of the Assignor Group that meets one or more of the following descriptions: (a) the Intellectual Property Rights are Requester Foreground IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or (b) the Intellectual Property Rights are Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or

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(c) the Intellectual Property Rights are Performer Foreground-Undelivered IPR conceived or created in the course of services concerning which the Assignor Party or another member of the Assignor Group was the Requester, and the Assignee Party or another member of the Assignee Group was the Performer (collectively, Assigned Intellectual Property Rights). ARTICLE III

LICENSING OF INTELLECTUAL PROPERTY RIGHTS

3.1 Licensed Intellectual Property Rights 3.1.1 License Grants by a Licensor Party. Subject to Section 3.2, a Licensor Party, on behalf of itself and the other members of the Licensor Group, and solely to the extent the Licensor Party or another member of the Licensor Group has the right to do so, hereby grants and agrees to grant to the applicable Licensee Party and the other members of the Licensee Group, subject to the field restriction of Section 3.1.2, a royalty-free, nonexclusive, perpetual, irrevocable, fully paid-up, worldwide right and license, with the right to sublicense as provided in Section 3.1.3, to Exploit Intellectual Property Rights that are owned by the Licensor Party or another member of the Licensor Group immediately following the assignments pursuant to Article II and meet one or more of the following descriptions with respect to the relevant Licensee Party: (a) the Intellectual Property Rights are rights under Licensed Patents or other Intellectual Property Rights that, in each case, as of the Effective Time, are either (A) used in connection with, or necessary for the ongoing conduct of, the current business of the Licensee Party or another member of the Licensee Group, or (B) Contemplated to be Used in the business of the Licensee Party, or another member of the Licensee Group, in the Licensee Group Field; provided, however, that the license granted in this Section 3.1.1(a) does not apply to the Intellectual Property Rights received under or otherwise governed by an Excluded Agreement; and/or (b) the Intellectual Property Rights are embodied in an invention, or proposed invention, that is both (i) described in a Patent or Invention Disclosure held by the Licensor Party or another member of the Licensor Group and (ii) conceived by at least one inventor who, at the time of conception, was employed by a member of the Licensee Group, a non-inclusive list of which inventions and proposed inventions are provided in Schedule 3.1.1(b), provided, however, that the license granted in this Section 3.1.1(b) does not apply to an invention conceived under or otherwise governed by an Excluded Agreement; and/or (c) the Intellectual Property Rights are subject to an assignment to the Licensor Party in Section 2.1.1(b) concerning Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Licensor Party or another member of the Licensor Group was the Requester and the Licensee Party or another member of the Licensee Group was the Performer; and/or

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(d) the Intellectual Property Rights are Performer Background IPR or Patent rights of the Licensor Party or another member of the Licensor Group and is necessary for the Licensee Party or another member of the Licensee Party to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field, provided, however, that the license granted in this Section 3.1.1(d) applies only to the extent necessary for the Licensee Party or another member of the Licensee Group to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field. (collectively, Licensed Intellectual Property Rights). 3.1.2 Field Restriction. The licenses granted in Section 3.1.1 are limited to, and a Licensee Party and the other members of the Licensee Group will have the right to Exploit, only the Licensed Intellectual Property Rights within the Licensee Group Field, except for the purposes of research and development at a stage encompassed within U.S. Department of Defense Technology Readiness Levels 1-6 or NASA Technology Readiness Levels 1-6; provided that (a) such research is not intended for use outside the Licensee Group Field, and (b) in the course of research conducted for a third party outside the Licensee Group Field, neither the Licensee Party nor any member of the Licensee Group (nor any of their respective officers, directors, employees, contractors, agents or sublicensees) shall disclose such Intellectual Property Rights to the third party. 3.1.3 Sublicense of Licensed Intellectual Property Rights. A Licensee Party or another member of the Licensee Group may sublicense its rights in Licensed Intellectual Property Rights hereunder, solely in support of its respective businesses (and not independent of its current or future products and related services). In all cases in which the exercise of sublicense rights hereunder reasonably requires disclosure of Licensed Intellectual Property Rights to a third party, the applicable member of the Licensee Group will disclose such Licensed Intellectual Property Rights (a) solely on a need to know basis, (b) provided that the Person to receive Licensed Intellectual Property Rights first agrees in writing to terms of confidentiality and non-use at least as restrictive as those provided in this Agreement, and (c) provided that the Licensee Party ensures the performance of, and accepts joint and several responsibility for the performance by each of the sublicensees of, the obligations of the Licensee Party and the other members of the Licensee Group under this Agreement. 3.1.4 Improvements. Each of the licenses granted in Section 3.1.1, subject to the restrictions of Section 3.1.2 and Section 3.1.3, includes the right of a Licensee Party and other members of the Licensee Group to make improvements to such Licensed Intellectual Property Rights. Neither a Licensor Party nor any member of the Licensor Group will have any rights to any such improvements, and as between a Licensee Party and a Licensor Party, the Licensee Party or applicable member of the Licensee Group will own all such improvements made by the Licensee Party or such member of the Licensee Group to Licensed Intellectual Property Rights. 3.1.5 No Implied Licenses. To the extent Intellectual Property Rights of a Party or member of a Party Group are not expressly granted in this Agreement, they are hereby expressly reserved to the Party or member of the Party Group. Without limiting the generality of the immediately preceding sentence, no express grant by a Licensor Party in this Agreement of

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license rights in certain Intellectual Property Rights shall be construed as implying the grant of any rights by the Licensor Party or another member of the Licensor Group in any other Intellectual Property Rights held by the Licensor Party or another member of the Licensor Group. 3.2 Reserved Intellectual Property Rights. Specific reservations shall apply to certain Intellectual Property Rights as set forth in Schedule 3.2. 3.3 No Rescission. The provisions of this Agreement, including the license rights provided in this Article III, shall not be terminable or revocable for any reason. In the event of any breach of this Agreement, the sole remedy of the non-breaching Party will be to seek monetary damages or equitable relief, including specific performance, as provided in Article VII, that does not involve a rescission or termination of any of the provisions of this Agreement (including the license rights provided in this Article III), and each Party irrevocably waives the right to seek any termination or rescission of any such provisions or rights. ARTICLE IV

TRADEMARKS

4.1 Ownership of United Technologies Trademarks. 4.1.1 Notwithstanding any other provision of this Agreement to the contrary, as between UTC, on the one hand, and Otis, Carrier and other members of the Otis Group and the Carrier Group, on the other, all rights in and to the United Technologies Trademarks, including all goodwill appurtenant thereto, are owned and shall be owned solely and exclusively by UTC. Without limiting the foregoing, and subject to Section 4.2, Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, hereby irrevocably assign to UTC, and agree and promise to assign to UTC, (a) any and all rights, title and interest in and to the United Technologies Trademarks, including all goodwill appurtenant thereto held by them and the other members of the Otis Group and the Carrier Group, and (b) any and all registrations and applications for registration of Trademarks consisting of or containing any of the United Technologies Trademarks, anywhere in the world, to which Otis, Carrier or another member of the Otis Group or the Carrier Group holds a legal or equitable interest as of the Effective Time. Without limitation, the foregoing assignment and promise of assignment includes the right to sue and recover damages for past and future infringements of the United Technologies Trademarks and to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency or governing body in any other country for cancellation, opposition, or other proceeding in connection with the United Technologies Trademarks. Except as expressly stated in Section 4.2, none of Otis, Carrier or any other member of the Otis Group or the Carrier Group shall have any right, title or interest in or to any of the United Technologies Trademarks, and any and all use of the United Technologies Trademarks, whether or not authorized pursuant to Section 4.2, shall inure solely and exclusively to UTC for all purposes.

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4.1.2 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise to assist UTC and the other members of the UTC Group, at UTC's request, in UTC's discretion and at UTC's cost, in applying for, registering, maintaining, renewing, demonstrating use of, recording UTC's and the other members of the UTC Group's rights in, and otherwise perfecting, and defending and enforcing against third party infringers, the rights of UTC and the other members of the UTC Group in the United Technologies Trademarks and all goodwill associated therewith, including executing, verifying, acknowledging and delivering any and all documents, including any instruments of transfer and recordable assignments, and confirmations of use, and performing such other acts deemed necessary in the reasonable opinion of UTC. 4.1.3 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark. 4.2 Use of United Technologies Trademarks 4.2.1 Except as expressly provided in this Section 4.2, after the Effective Time, none of Otis, Carrier or any other members of the Otis Group or the Carrier Group shall use, or have the right to use, any of the United Technologies Trademarks. 4.2.2 Without limitation, Otis and Carrier as promptly as reasonably practicable (but in any case within six (6) months of the Effective Time) shall cause each member of, respectively, the Otis Group and the Carrier Group having a corporate name that includes any of the United Technologies Trademarks to apply to change its corporate name to a name that does not include any of the United Technologies Trademarks, including, within six (6) months of the Effective Time, by making any legal filings in each relevant jurisdiction necessary to effect such change worldwide. 4.2.3 UTC, on behalf of itself and the other members of the UTC Group, hereby grants to Otis, Carrier and the other members of the Otis Group and the Carrier Group a limited, non-exclusive, non-transferable, personal and nonsublicensable right to continue temporarily to use, following the Effective Time, any United Technologies Trademark it is using immediately prior to the Effective Time, solely to the extent of such pre- Separation use and in accordance with product quality standards and programs in place at the respective member of the Otis Group or the Carrier Group immediately prior to the Effective Time, and strictly in accordance with this Section 4.2.3; provided that Otis and Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group) (a) not to hold itself out as having any affiliation with UTC or any member of the UTC Group (except to the extent a third party may infer such affiliation merely due to the limited use of the United Technologies Trademarks as contemplated herein), and (b) to use diligent efforts to eliminate use of the United Technologies Trademarks. In any event, as soon as practicable after the Effective Time, and in any event within three (3) years thereafter, Otis and

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Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group), and any of its licensees or its respective Affiliates' licensees, to (a) cease and discontinue use of all United Technologies Trademarks, and (b) complete the removal of the United Technologies Trademarks from all of their respective products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of Otis, Carrier and the other members of the Otis Group and the Carrier Group. Except for the limited, temporary license granted in this Section 4.2.3, neither UTC nor any other member of the UTC Group grants any right or license hereunder, express or implied, to use any United Technologies Trademarks. 4.3 Special Trademark Provisions. Special provisions concerning Trademarks are provided in Schedule 4.3. ARTICLE V

EXCLUDED AGREEMENTS

5.1 No Change to Excluded Agreements. The Parties do not intend by this Agreement to amend or otherwise change the Intellectual Property Rights or other provisions of any Excluded Agreement. Intellectual Property Rights provided, received or created pursuant to an Excluded Agreement will not constitute Licensed Intellectual Property Rights, and, with respect to the applicable parties thereto, will continue to be subject to any licenses, permissions or restrictions granted or imposed in the respective Excluded Agreement in accordance with its terms. ARTICLE VI

CONFIDENTIALITY

6.1 Received Information and Materials. The Parties acknowledge that members of each Party Group currently are in possession of information and materials f members of the other two Party Groups, which may include designs, drawings, specifications, technical data and other data, databases, formulae, algorithms and mathematical embodiments, plans, software, proposals, processes, procedures, manufacturing techniques, and business methods, and some of which may be included in the Licensed Intellectual Property Rights. With respect to a receiving Party, such information will be referred to individually or collectively as Received Information and Materials, provided that Received Information and Materials will not include information disclosed under any Excluded Agreement. 6.2 Confidential Information. All Received Information and Materials that are identified as or are of the type generally considered as confidential or proprietary or that have historically been subject to reasonable confidentiality and proprietary protections, and any communications or information provided after the Effective Time pursuant to this Agreement among members of the different Party Groups, will be deemed confidential and proprietary information of the Person that provided it, unless the information (a) is or becomes generally available to the public other than as a result of a disclosure in breach of this Agreement; (b) is rightfully available to or known by the receiving Party prior to receipt by the receiving Party

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without any obligation of confidentiality; (c) is received by the receiving Party from a third party, provided that the third party is not known by the receiving Party, after reasonable inquiry, to be in breach of any obligation of confidentiality; or (d) was independently developed by the receiving Party, without violating any contractual or legal obligation (Confidential Information). 6.3 Obligations. With respect to Confidential Information in its possession, custody or control, a receiving member of a Party Group will: (a) hold all Confidential Information in confidence, using the same degree of care such receiving member uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, including sharing Confidential Information internally only on a need to know basis, (b) not disclose Confidential Information to any third party, other than as permitted with respect to Licensed Intellectual Property Rights pursuant to Section 3.1.3, and (c) use Confidential Information only to the extent authorized. 6.4 Termination of UTC NDA. Upon the Effective Time, (a) the Amended and Restated Nondisclosure Agreement, by and between United Technologies Companies, dated July 26, 2012 (the UTC NDA), will terminate as among UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, and Carrier and the other members of the Carrier Group, (b) the information disclosed under the UTC NDA (i) will be deemed Received Information and Materials and Confidential Information under this Agreement, and (ii) will be licensed hereunder for use by UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, Carrier and the other members of the Carrier Group, solely to the extent it is Licensed Intellectual Property Rights granted to UTC and the other members of the UTC Group, Otis and the other members of the Otis Group or Carrier and the other members of the Carrier Group, respectively, and (c) notwithstanding paragraph 3 of the UTC NDA, such information disclosed thereunder will continue to be protected for as long as it remains Confidential Information. ARTICLE VII

LIMITATIONS AND DISCLAIMERS

7.1 Subsequent Delivery of Intellectual Property Rights. 7.1.1 For a period of six (6) months after the Effective Time, upon written request by an Assignee Party or a Licensee Party, and solely to the extent the Assignor Party or another member of the Assignor Group or the Licensor Party or another member of the Licensor Group, respectively, has the right to do so, the Assignor Party or the Licensor Party, respectively, shall use commercially reasonable efforts to provide (and to cause other members of the Assignor Group or the Licensor Group, respectively, to provide) to the requesting Assignee Party or the Licensee Party, respectively, copies of tangible embodiments of the Assigned Intellectual Property Rights and the Licensed Intellectual Property Rights, respectively, in the possession of a member of the Assignor Group or the Licensor Group, respectively, and not in the possession of a member of the Assignee Group or the Licensee Group, respectively, upon the Effective Time, to the extent that both (a) such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, are necessary for the ongoing conduct of the current

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business of the requesting Assignee Party or another member of the Assignee Group or the requesting Licensee Party or another member of the Licensee Group, respectively, or was in use in such business as of the Effective Time, and (b) such tangible embodiments are reasonably necessary for the use of such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, identified in Section 7.1.1(a). 7.2 No Additional Obligations. Except as expressly provided in this Agreement, this Agreement does not create any obligation on the part of any of the Parties to provide or create any of the following with respect to the Intellectual Property Rights owned, transferred, granted or licensed under this Agreement: (a) explanations, corrections, revisions, improvements, upgrades, technical assistance, maintenance, installation, debugging, or any other support; or (b) tangible embodiments, documents, information, software, data or any other items, deliverables or services. 7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SDA OR ANY OTHER ANCILLARY AGREEMENT, (A) EACH OF THE PARTIES CONVEYS INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT SOLELY ON AN AS IS, WHERE IS AND WITH ALL FAULTS BASIS, AND (B) NONE OF THE PARTIES MAKES, AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SUCH INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR SUFFICIENCY, OR EXPORTABILITY, OR WITH RESPECT TO THE VALIDITY, SCOPE, ENFORCEABILITY OR NONINFRINGEMENT OF ANY OF SUCH INTELLECTUAL PROPERTY RIGHTS. FOR AVOIDANCE OF DOUBT, THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE SDA ARE NOT AFFECTED BY THIS DISCLAIMER. 7.4 Limitations of Liability. Except in connection with a Party's willful and intentional breach of this Agreement or fraud, in no event shall any Party or its Affiliates, under any circumstances, be liable or obligated in any manner to another Party or its Affiliates for any consequential, special, incidental, exemplary, indirect, punitive or similar damages, or for any loss of future revenue, profits or income, or for any diminution in value damages measured as a multiple of earnings, revenue or any other performance metric arising out of or relating to this Agreement or the transactions contemplated in this Agreement, even if such Party or its Affiliate is informed in advance of the possibility of such damages occurring and regardless of whether or not the damages were foreseeable and regardless of the theory or cause of action upon which any damages might be based. This limitation is separate and independent of any other remedy limitations and shall not fail if any such other limitation fails. The foregoing shall not be deemed to modify or limit any rights or remedies to the extent arising under the SDA, any other Ancillary Agreement or any Excluded Agreement.

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ARTICLE VIII

GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8.2 Alternative Dispute Resolution. Any dispute, controversy or claim between or among the Parties (whether sounding in contract, tort, or otherwise) arising out of or resulting from this Agreement, including the meaning of its provisions or the performance of any such provisions by a Party, its breach, termination, invalidity or otherwise (each, a Dispute) will be resolved in accordance with the procedures specified in this Article VIII, which will be the sole and exclusive procedure for the resolution of any such Dispute. 8.2.1 Negotiations. The Parties will attempt in good faith to resolve any Dispute promptly by negotiations among executives of the Parties who have authority to settle the Dispute. The disputing Party will give the other Party or Parties, as applicable, written notice of the Dispute. Within twenty (20) days after receipt of said notice, the receiving Party or Parties will submit to the other a written response. The notice and response will include: (a) a statement of each Party's position and a summary of the evidence and arguments supporting that position, and (b) the name and title of the executive who will represent that Party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing Party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. 8.2.2 Arbitration. If a Dispute has not been resolved within sixty (60) days of the date of the disputing Party's notice, any Party desiring a non-negotiated resolution shall refer the Dispute to binding arbitration pursuant to the then-current commercial arbitration rules and supplementary procedures of commercial arbitration of the American Arbitration Association (the AAA Rules). The arbitral tribunal shall be composed of a single arbitrator appointed in accordance with the AAA Rules in any matter in which an injunction, specific performance or other equitable relief is not requested and the value of the relief any Party seeks (whether by claim or counterclaim) does not exceed three million United States dollars (US $3,000,000). In all other matters, including any matter in which an injunction, specific performance or other equitable relief is requested, the arbitral tribunal shall be composed of a panel of three (3) arbitrators appointed in accordance with the AAA Rules. The arbitration shall take place in New York, New York. Each Party will bear its own expenses (including attorneys' fees), and the Parties will share equally the compensation and expenses of the arbitrators and the arbitration. Any arbitration award will be final and shall be enforceable in any court of competent jurisdiction. 8.3 Confidentiality. All negotiations, and all statements made and documents provided or exchanged in connection with an arbitration under Section 8.2.2 will be confidential. Except with the prior written consent of the other Party or Parties in the Dispute, as applicable, none of the Parties will disclose the existence or content of the Dispute, or the results of any

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dispute resolution process, to third parties other than (a) as may be required by law or legal process after having provided the other Party or Parties with notice thereof and the opportunity to seek a protective order over such information, or (b) to outside counsel and tax, financial, and accounting professionals in connection with the Dispute. 8.4 Equitable Relief. The Parties acknowledge and agree that monetary damages (even if available) may not be an adequate remedy in the event that a Party does not perform the provisions of this Agreement in accordance with their specified terms or otherwise breaches any provisions of this Agreement. Accordingly, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek from the arbitrator or arbitration tribunal, and the arbitrator or arbitration tribunal will be empowered to grant, an injunction, specific performance or other equitable relief (whether preliminary, permanent, temporary, conservatory or otherwise, and including temporary restraining orders) to prevent such breaches of this Agreement and to enforce specifically the terms hereof, in addition to any other remedy to which such Party is entitled at law or in equity. The Party alleging the breach shall not be required to provide any bond or other security in connection with any such award, but the Parties reserve all rights to otherwise contest the propriety of any award of injunctive relief. In addition, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek in a court of competent jurisdiction an injunction, specific performance or other equitable relief to prevent breaches of this Agreement pending an arbitration under Section 8.2.2. ARTICLE IX

GENERAL PROVISIONS

9.1 Entire Agreement; Conflict Among Agreements. This Agreement, together with the SDA, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement with respect to such subject matter, and there are no agreements, understandings, representations or warranties among the Parties other than those set forth or referred to in this Agreement with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of the SDA or any other Ancillary Agreement, the provisions of this Agreement shall control, provided, however, that (a) in the event of a conflict between the provisions of this Agreement and the provisions of the Transition Services Agreement, the conflicting provisions of the Transition Services Agreement shall control over the conflicting provisions of this Agreement, and (b) nothing in this Agreement limits any of the representations, warranties or indemnity obligations under the SDA or any other Ancillary Agreement. In the event of any conflict between the provisions of this Agreement and any agreement that was entered into at any time prior to the Effective Time between or among members of different Party Groups that is not an Excluded Agreement, the conflicting provisions of this Agreement shall control. 9.2 Assignment and Change of Control; Successor and Assigns 9.2.1 No Party may directly or indirectly sell, assign or otherwise transfer (whether by asset or stock sale, merger, reorganization or otherwise) any or all of its rights or

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delegate any or all of its obligations under this Agreement without the express prior written consent of the other Parties, except as follows: (a) Otis or Carrier may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights and obligations under this Agreement (A) to any Affiliate of Otis or Carrier, respectively, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of Otis or Carrier, respectively, that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve Otis or Carrier, respectively, of any of its obligations hereunder. (b) UTC may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights under this Agreement (A) to any member of the UTC Group, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of UTC that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve UTC of any of its obligations hereunder. 9.2.2 Any purported sale, assignment or other transfer in contravention of this Section 9.2 shall be null and void. 9.2.3 Subject to Section 9.2.1 and Section 9.2.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and transferees. 9.3 Bankruptcy. All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the United States Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. 9.4 Amendments and Waivers. This Agreement may not be modified or amended, except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Any Party to this Agreement may, only by an instrument in writing, waive compliance by the other Parties with any term or provision of this Agreement on the part of such other Parties to this Agreement to be performed or complied with. The waiver by any Party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to Section 3.3, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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9.5 Notice. All notices or other communications required or permitted hereunder by a Party shall be in writing to the other Parties at the address provided below (or at such other address as such Party may designate by notice pursuant to this Section 9.5), and shall be deemed given or delivered (a) when delivered personally against written receipt, (b) if sent by registered or certified mail, return receipt requested, postage prepaid, when received, and (c) when delivered by a nationally recognized overnight courier service, prepaid: To UTC: United Technologies Corporation 10 Farm Springs Farmington, CT 06302 Attention: Chief Intellectual Property Counsel To Otis: Otis Worldwide Corporation One Carrier Place Farmington, CT 06032 Attention: Chief Intellectual Property Counsel To Carrier: Carrier Global Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Attention: Chief Intellectual Property Counsel

9.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. 9.8 Further Assurances. Each Party agrees, upon written request of another Party, to do all acts and execute, deliver and perform all additional documents, instruments and agreements, which may be reasonably required to implement the provisions and purposes of this

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Agreement; provided, however, that, except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as obligating a Party or its Affiliates to deliver any additional Intellectual Property Rights, or any tangible embodiments of any Intellectual Property Rights, to another Party or its Affiliates. 9.9 Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement, unless otherwise specified; (c) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (d) the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and not to any particular provision thereof; (e) references to $ shall mean U.S. dollars; (f) the word including and words of similar import when used in this Agreement shall mean including without limitation, unless otherwise specified; (g) the word or shall not be exclusive; (h) references to written or in writing include in electronic form; (i) provisions shall apply, when appropriate, to successive events and transactions; (j) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (k) references to any statute shall be deemed to refer to such statute as amended through the date hereof; (l) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (m) references to an Affiliate of a Party mean current and future Affiliates of such Party; (n) a reference to any Person includes such Person's successors and permitted assigns; (o) any reference to days shall mean calendar days, unless Business Days are expressly specified; and (p) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. UNITED TECHNOLOGIES CORPORATION By: /s/ Michael R. Dumais Name: Michael R. Dumais Title: Executive Vice President, Operations & Strategy OTIS WORLDWIDE CORPORATION

By: /s/ Michael P. Ryan Name: Michael P. Ryan Title: Vice President, Controller CARRIER GLOBAL CORPORATION By: /s/ Kyle Crockett Name: Kyle Crockett Title: Vice President, Controller

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Example Output: Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark.

Example Input: DISTRIBUTOR AGREEMENT

This Agreement is made and entered into this 7th day of April, 2003 (the Effective Date), by and between Wireless Links Inc, a Pennsylvania corporation having its principal place of business at 1050 Wall Street, Suite 202, Lyndhurst, New Jersey 07071 (hereinafter called WLI), and Jaguar Investments, Inc. and its affiliates, a Nevada corporation, having its principal place of business at 10400 Griffin Rd., Suite 101, Ft. Lauderdale, Florida 33328 (hereinafter called Power2Ship) with reference to the following facts:

Whereas WLI is engaged in the design and development, manufacture, importation, distribution, resale, service and support of mobile data and GPS based information products and services;

Whereas Power2Ship is engaged in the business of collecting, processing and disseminating logistics information and providing other transportation-related products and services to shippers and carriers of freight and

Whereas Power2Ship desires to become a distributor of certain of WLI's products and services on the terms and conditions hereinafter set forth.

NOW, THEREFORE; in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows:

1. APPOINTMENT

1.1. WLI hereby grants to Power2Ship the non-exclusive right and license to distribute certain WLI's products and services (the Products or Units) and software programs (Licensed Programs) to Power2Ship's customers (which are end users) located in North America. Products or Units in this Agreement are limited to WLI's G3001 GPSLink mobile terminal as defined in Section 1.2. Licensed Programs in this Agreement are limited to WLI's MidLink Middleware software and G3001 programming tools. Further, Power2Ship shall also be authorized to resell other WLI products, services and support programs subject to separate written amendments to be made by the parties to this Agreement. WLI reserves the right to add additional products and to delete obsolete or superseded products at any time during the term of this Agreement upon sixty (60) days prior written notice to Power2Ship.

1.2. G3001 GPSLink is a fully functional device including GPS receiver with an integrated CDPD or GPRS modem including 4 dry contact alarm inputs and one contact output and a DB9 connector for serial connection to a PDA. When integrated with MidLink middleware the G3001 can integrate to any third party software application subject to specifications published from time to time by WLI and available for download from the WLI web site.

1.3. The Products and Licensed Programs shall be sold by Power2Ship to its customers pursuant to WLI's standard warranty and software license agreements.

1.4. Power2Ship may, at any time during the term of this Agreement, assign its rights and obligations under this Agreement to one or more of its subsidiaries in which it owns at least 50.1% of the actual equity of the subsidiary on a fully diluted basis and as long as Power2Ship remains the guarantor for the payments and terms and conditions of this Agreement (individually, a Subsidiary). Each Subsidiary shall thereafter have the rights and obligations of Power2Ship hereunder with respect to all terms and conditions of this agreement as if such Subsidiary had entered into this Agreement directly with WLI.

1.5. If Power2Ship merges with another company and/or changes its name, this Agreement will survive the merger and/or name change and the new entity will assume all the rights and obligations of Power2Ship pursuant to this Agreement.

1.6. WLI may, at any time during the term of this Agreement, assign its rights and obligations under this Agreement to any subsidiary in which it owns at least 50.1% of the equity on a fully diluted basis.

1.7. Power2Ship acknowledges that it has already integrated the G3001 packaged with the MidLink middleware into its application tested it and found it to meet its requirements.

2. TERM

2.1. Unless otherwise terminated as provided herein, the initial term of this Agreement shall be three (3) years from the Effective Date and shall thereafter be automatically renewed for subsequent one (1) year periods unless either party notifies the other in writing of its election not to renew the Agreement at least one hundred twenty (120) days prior to the expiration of the then-current term. Should this Agreement be terminated by either party for any reason, the obligations of the parties to each other as set forth herein will survive any termination.

3. PRICES

3.1. Subject to Section 3.6 below the price of the Product, excluding the Licensed Programs, is $[*] per Unit. The total price for both of the Licensed Programs together is $[*] per month per Product (License Fee). The License Fee shall begin on the date the Product is shipped to a customer and shall be paid by Power2Ship to WLI by the 7th of each month for the prior month (prorated if the Unit was shipped during the prior month) and shall continue for as long as the Product is active on any wireless network. Notwithstanding the foregoing, Power2Ship is obligated to pay the License Fee to WLI for a minimum of 36 months.





3.2. Once the monthly License Fee for a particular Unit has started, it will continue for a minimum of 36 consecutive months with the only exception being that should Power2Ship uninstall a particular Unit from one customer and install it at another customer, Power2Ship is permitted to suspend the monthly License Fee for that particular Unit for a maximum of 2 months during the life of this Agreement. This suspension of the License Fee is permitted only once per a particular Unit during the life of the Agreement (i.e., the suspension can't occur in two non-consecutive months). Units that are suspended for less than thirty consecutive days are not considered suspended.

3.3. Once Power2Ship has paid WLI the License Fee for a minimum of 36 months for a particular Unit, Power2Ship may discontinue paying the month License Fee only if that particular Unit has been deactivated from the wireless network. If a Unit is deactivated after 36 months and subsequently is reactivated, Power2Ship must restart the payment of the License Fee for as long as that particular Unit remains active on the wireless network.

3.4. The $[*] hardware price per Unit is based on a single order of a minimum of 1000 Units and manufacturing of a minimum 500 Units. At the time of placing the order with WLI, Power2Ship must pay the full purchase price of $[*] per Unit. The delivery time is 8-10 weeks starting with the date the payment is received by WLI.

--------      ------- RH            JS                                                       6/7/2002                                    Page 1 of 9

3.5. To shorten the delivery time to 3-4 weeks, Power2Ship has the option to purchase all the key components for $[*] per Unit and have them stored at no charge by WLI on behalf of Power2Ship so they can be available for immediate manufacturing when Power2Ship places an order. If this option is exercised, when Power2ship places an order to authorize Units to be manufactured it will pay with the $[*] balance per Unit at the time of such order.

3.6. Power2ship has the option to order Units in lower quantities at higher Unit prices as follows: 100 to 299 Unit at $[*]; 300 to 499 Units at $[*] and; 500 to 999 Units at $[*]. The only exception to this will be the first order of 100 Units at a Unit price of $[*] if the order is placed no later than April 4, 2003.

3.7. The Unit prices and monthly License Fees of $[*] can't be increased by WLI under the terms of this Agreement.

3.8. Unless otherwise stated in writing by WLI, all prices quoted shall be exclusive of state and local use, sales and property taxes. Power2Ship agrees to be responsible for any such taxes incurred as a result of its purchase of Products from WLI, unless Power2Ship shall have presented WLI with an exemption certificate.

3.9. Power2Ship may purchase dual antennas with a  screw for the Units from WLI at the following unit prices: $[*] when purchased in quantities of 100 to 499; $[*] when purchased in quantities of 500 to 999 and; $[*] when purchased in quantities of 1000 or more. Terms of payment for the antennas are [*]% upon placing the order with WLI and the balance when the antennas are ready to be shipped to Power2Ship. A lead time of at least four weeks is required for delivery.

3.10. Power2Ship will pay WLI 10% of any activation commissions (Unit Commissions), if any, it receives as a result of any Unit activated on a specific wireless network. The payment will be paid on the 7th of every month for any Unit Commissions received by Power2Ship during the previous month. Power2Ship will provide with the payment a report of the total number of activations during the month and the amount received per activation.

3.11. All prices are FOB WLI offices in NJ.

4. RESERVATION OF TITLE; COPYRIGHT; CONFIDENTIALITY

4.1. Licensed Programs are provided solely in executable files. This Agreement does not provide Power2Ship with title or ownership of the Licensed Programs, but only a limited right to sub-license the Licensed Programs. The Licensed Programs are, and shall remain, the property of WLI and certain third-party licensors who have authorized WLI to incorporate their software into the Licensed Programs.

4.2. Power2Ship acknowledges that the programs, software information, and user materials included in the Licensed Programs contain confidential information and trade secrets, which WLI has entrusted to Power2Ship in confidence to use only as expressly permitted by this Agreement. Power2Ship acknowledges that WLI claims and reserves all rights and benefits afforded under federal law in the programs, software information, and user materials included in the Licensed Programs as copyrighted works.

4.3. The MidLink software is licensed to Power2Ship for the exclusive use with WLI's products. Power2ship commits not to connect to WLI's MidLink software using any other wireless devices and /or terminal (s) and /or GPS devices other than WLI branded products.

4.4. Power2Ship shall protect the programs, software information, and user materials included in the Licensed Programs as confidential information and trade secrets. Power2Ship shall not, at any time, disclose such confidential information and trade secrets to any other person, firm, organization, or employee that does not (consistent with Power2Ship's right of use hereunder)





need to obtain access to the Licensed Programs. Power2Ship shall devote its best efforts to ensure that all Power2Ship's personnel and all other persons afforded access to the Licensed Programs by Power2Ship protect the Licensed Programs as trade secrets and confidential information and refrain from any use or disclosure in any manner not expressly permitted by this Agreement. These restrictions shall not apply to information (1) generally known to the public or obtainable from public sources; (2) readily apparent from the keyboard operation, visual display, or output reports of the Licensed Programs; (3) previously in the possession of Power2Ship or subsequently developed or acquired without reliance on the Licensed Programs; or (4) approved by WLI for release without restriction.

4.5. Restrictions on Use of Licensed Programs and Products. The programs, software information and user materials included in the Licensed Programs and Products may not be decomposed, reverse engineered, reprinted, transcribed, extracted or reproduced, in whole or in part, without the prior written consent of WLI. Power2Ship shall not in any way modify or alter the Licensed Programs without the prior written consent of WLI.

4.6. Survival of Obligations. Power2Ship's obligations under Section 4 of this Agreement shall survive the termination of this Agreement.

4.7. Specific Performance and Injunctive Relief. Power2Ship agrees and acknowledges that, in the event of any breach directly or indirectly by Power2Ship of any provision of this Section 4, monetary damages will not afford WLI an adequate remedy, and irreparable harm may be presumed. Accordingly, WLI shall be entitled to receive injunctive relief from a court of competent jurisdiction for any such breach by Power2Ship.

4.8. Confidentiality. Power2Ship acknowledges that the Licensed Programs and all copies thereof are proprietary, confidential and a trade secret of WLI and the exclusive title shall remain with WLI. All applicable rights to copyrights, patents, trademarks, trade names, logos and identifying slogans and other intellectual property rights in the products are the exclusive property of WLI and Power2Ship shall not contest such ownership. Power2Ship is committing directly or indirectly not to copy and/or not to reverse engineer any of WLI's software and/or hardware products. Power2Ship shall be responsible for any breach of this Section by its employees, agents, subcontractors or consultants. WLI acknowledges that the conceptual functionality of its Unit is in the public domain and this paragraph does not cover the Unit's actual functionality. But this Section 4.8 shall apply to the proprietary WLI implementation and technology.

5. ORDER PROCEDURE AND MANDATORY REPORTS BY POWER2SHIP

5.1. Power2Ship shall place individual written purchase orders for Products from time to time during the term of this Agreement. Each purchase order placed by Power2Ship shall contain the following minimum information: (i) identification of each Product ordered by model number, quantity and price; (ii) shipping instructions and destinations; and (iii) requested delivery date for each Product. Power2Ship will pay for shipping cost from WLI offices in NJ to any destination.

--------      ------- RH            JS                                                          Page 2

5.2. Any Units shipped by WLI directly to a customer of Power2ship as per Power2Ship's instruction is considered activated at the date of the shipment and the $[*] monthly License Fee will start as of that date .

5.3. Once an order is placed by Power2Ship, such order can't be cancelled and delivery dates for Units can't be rescheduled.

5.4. When Products are ordered for the GPRS network, Power2Ship must provide one SIM card for every Unit ordered within a maximum of two weeks from the date of order. The Sim Cards have to be placed and tested in the Unit as they are being manufactured at the factory. Failure to provide the SIM cards in time will require re-opening and re-test of the Units in the US at a cost of $[*] per Unit to be paid by Power2Ship.

5.5. Every Unit has a serial number. Power2Ship must provide WLI with a weekly report listing the serial number of every Unit shipped to a customer during the prior week.

5.6. Power2Ship must provide a separate weekly report to WLI that lists the serial number of any Units suspended during the prior week and that includes the SIM # and ID, date of return, name of returning customer and reason for return.

5.7. Power2Ship must provide a separate weekly report to WLI that lists the serial number of any Units reactivated (i.e., after having previously been suspended) during the prior week.

5.8. The weekly reports in Section 5.5, 5.6 and 5.7 must be sent to WLI every Monday. The weekly reports are to be sent in Excel file format via e-mail. The report must be sent even if there is no activity during the prior week.

5.9. Power2Ship must provide WLI with a complete copy of its monthly airtime bill for the Units as received by the respective wireless operators (T-Mobile, Verizon, AT&T, etc.). Power2Ship is required to keep all the WLI Unit activations on every wireless network on a separate account from any other vendor's brand used by Power2Ship. Every such monthly invoice (one per operator) must be submitted to WLI within 7 days from the date it is received by Power2Ship and the invoice must include all pages listed on the invoice (example 7of 7 pages). Power2Ship's Chief Executive Officer or Chief Financial Officer





must confirm in writing to WLI every quarter that the account numbers under which the WLI Units are being activated on the various networks are the only accounts under which the WLI units are activated.

6. DELIVERY, TITLE AND RISK OF LOSS

6.1. Delivery shall be F.O.B. WLI's facility in Lyndhurst, New Jersey. WLI shall use its reasonable efforts to deliver Products to Power2Ship on the date of delivery specified by Power2Ship. WLI will use its reasonable efforts to notify Power2Ship of any delays in scheduled delivery dates.

6.2. Title to the Products and the risk of loss or damage shall pass to Power2Ship upon delivery of the Products to Power2Ship or its shipping company of choice. In the event of any loss of or damage to the Products following delivery to the carrier, WLI shall, upon request, cooperate with Power2Ship in connection with the proof of loss claim presented by Power2Ship to the carrier and/or insurer.

6.3. Power2Ship shall bear the entire risk of loss or damage to the Units and any other equipment purchased from WLI (collectively the Equipment) after installation of the Equipment in the customers' vehicles. The occurrence of any such loss or damage shall not permit Power2Ship to delay or reduce the payment of any fees prescribed under this agreement unless Power2Ship presents WLI with proof of a claim to an insurance company and, in such case, Power2Ship should replace the lost or damaged Equipment within a maximum of 60 days and resume the payment of monthly License Fees to WLI. Power2Ship is advised to obtain and maintain property and casualty insurance for the Equipment against all risks of loss or damage. The amount of such insurance shall not be less than the replacement cost of the Equipment.

6.4. Power2Ship is responsible for maintaining and storing in a safe and secure location backup copies of all data files Power2Ship may place in the System. In no event shall WLI be liable for loss or destruction of Power2Ship's data files for any reason.

7. PAYMENT

7.1. Power2Ship must pay WLI for the Products in full on the day it submits a PO (i.e., the PO is not valid unless accompanied by payment in full).

7.2. The payment of the optional antenna is 50% with the purchase order and 50% when the antennas are ready to be shipped to Power2Ship.

7.3. Monthly License Fees must be paid no later then the 7th of the month for all Units active during the previous month. For example, on the 7th of July Power2Ship will pay for Units that were active in June.

7.4. The purchase price for the Unit does not include repair beyond the first year limited warranty. The renewal of the limited warranty after the first year is at the option of the customer, but in any case, Unit failure does not relieve Power2Ship of its obligation to pay the monthly License Fees to WLI for that Unit. The first year limited warranty starts on the day of the activation of the Unit on a wireless network. As a distributor, Power2Ship should keep a minimum number of Units in stock for immediate replacement for its customers.

7.5. This Agreement is separate and apart from the contract between Power2Ship and its customer. Failure of the customer to pay Power2Ship, for whatever reason, does not affect the obligation of Power2Ship to pay its contractual obligations to WLI.

7.6. If an invoice is past due by more than 30 days, WLI may discontinue providing technical support to Power2Ship until the invoice is paid. If Power2Ship does not make payment of any amount due and payable hereunder within 60 days of the date of invoice, WLI (without prejudice to any other remedy) shall be entitled to interest on all past due amounts at the lower of eighteen percent (18%) per annum or the highest rate permitted by law, plus reimbursement of all costs incurred in collecting such amounts, including court costs and reasonable attorney fees.

8. LICENSED SOFTWARE ACCESS AND AUDIT

8.1. Should a dispute occur concerning the number of Units that Power2Ship has activated with its customer, WLI may designate an independent certified public accountant who may audit Power2Ship's books and records concerning sales of Units and of Licensed Software under this Agreement. Said examination shall be at WLI's sole cost and expense during normal business hours and upon reasonable notice, and may not be conducted more than once annually; provided, however,                                                           --------  ------- that if such audit reveals an underpayment by Power2Ship of more than 10% for the period audited, Power2Ship shall pay WLI's actual costs and expenses for performing such audit.

8.2. WLI, at its own discretion, may visit Power2Ship's warehouse at normal business hours to verify the actual number of Units in inventory and/or the number of Units suspended.

--------      ------- RH            JS                                                          Page 3

8.3. Power2Ship commits to allow WLI free access to its MidLink software via the Internet for ongoing maintenance and updates.

9. PRODUCT INFORMATION OBLIGATIONS





9.1. Product Descriptions and Technical Support Requirements. WLI shall provide Power2Ship with integration documentation and programming information for its Unit.

9.2. Warranty Return Procedure. WLI's warranty return procedure is set forth in Exhibit A.

10. TECHNICAL INFORMATION AND SERVICES

10.1. WLI shall provide, at no cost to Power2Ship, reasonable training, including but not limited to, training of Power2Ship's sales and technical personnel, to enable Power2Ship to meets its obligations under this Agreement, including its obligation to provide service or support to end-users following termination of this Agreement.

10.2. Power2Ship is committed to provide technical support and service for WLI's Products sold by Power2Ship to its customers.

10.3. Power2Ship will receive the first customer call and will have to maintain a minimum inventory level of spare Units to service its customers within 48 hours. WLI will support an end-user only upon Power2Ship's request and only after Power2Ship has tried to provide the support and has failed to fix the problem. WLI will not be involved in any end-user training.

10.4. Power2Ship will maintain a minimum level of inventory of the Product for service purposes, which the parties estimate to be 1% of the aggregate number of Units active on any wireless network at any given time.

11. WARRANTY AND INDEMNIFICATION

11.1. WLI warrants the Products pursuant to the terms of its hardware limited warranty and limited software warranty set forth in Exhibit B hereto. Subject to the terms and conditions of Exhibit A, WLI agrees, in its sole discretion, to repair or replace at its sole cost and expense, any defective Products or parts thereof which are returned to it within the applicable warranty period, provided that the Products have not been altered or repaired other than with authorization from WLI and by its approved procedures; that the Products have not been subjected to misuse, improper maintenance, negligence or accident; that the Products have not been damaged by excessive physical or electrical stress; and that the Products have not had their serial number or any part thereof altered, defaced or removed.

11.2. The warranty and remedies set forth in Exhibit B are exclusive and in lieu of any other warranties or remedies, express or implied, including the implied warranties of merchantability and fitness for intended or particular purpose. The liability of WLI to Power2Ship for any claim whatsoever related to the Products or the Licensed Programs or this Agreement, including any cause of action in contract, tort, or strict liability, shall not exceed the total amount payable under this Agreement by Power2Ship to WLI within the most recent six-month period for the Licensed Programs (if such claim relates to the Licensed Programs), or for the WLI Products (if such claim relates to the WLI Products). Under no circumstances shall WLI be liable to Power2Ship or to any other person or entity for any incidental, special or consequential damages whether arising out of breach of warranty, breach of contract or otherwise even if WLI has been advised of the possibility of such claims or demands.

11.3. To the extent not otherwise provided herein, WLI agrees to defend, indemnify and hold harmless Power2Ship from and against (a) any claim by a third party that a Product supplied hereunder did not conform to WLI's warranty when received by Power2Ship or that WLI failed on request to provide warranty service in accordance with WLI's applicable warranty statement or (b) any claim arising under Section 14 of this Agreement. Power2Ship shall be reimbursed for any actual loss, liability or damage suffered or incurred by Power2Ship and for all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Power2Ship in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this provision provided that Power2Ship immediately notifies WLI as to the institution of such suit, gives or obtains for WLI such authority as may be necessary for WLI to defend same, and supplies WLI such further information and assistance for the defense thereof as WLI may reasonably require and request. WLI shall have no obligation under this section, and shall have no liability to Power2Ship, if such claim arises due to the alteration or modification of any Product without the prior written consent of WLI.

11.4. Power2Ship shall defend, indemnify and hold harmless WLI from all liability and claims whatsoever for any injury to persons or property or for any loss, expense, or damage incurred by any of Power2Ship's personnel or invitees or by any other person or party (except agents or employees of WLI) arising as a result of or in connection with Power2Ship's acquisition or use of the Products and Licensed Programs or WLI 's performance of its obligations or exercise of its rights hereunder except for those claims which are the result of the willful acts or gross negligence of WLI.

12. INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION

12.1. WLI represents and warrants that: (i) it owns all right, title and interest in and to the Products necessary to enter into and perform its obligations to Power2Ship hereunder, and (ii) no Product or Licensed Programs sold to Power2Ship during the term of this Agreement, nor the use of any such Product or Licensed Program, nor anything in or contemplated by this Agreement, infringes upon the Intellectual Rights (as defined herein) of any other person or entity, and no suit or proceeding is pending or threatened alleging that any Product or Licensed program, or the use thereof, infringes upon any Intellectual Rights. As used herein, the term Intellectual Right means any rights relating to any trademark, trade name, service mark, copyright, patent, trade secret or other proprietary right.





13. USE OF TRADEMARKS

13.1. Power2Ship shall not acquire any right to or interest in any trademark or trade name owned or used by WLI. Power2Ship may use for purposes of this Agreement such trademarks and trade names as appear on the Products and on promotional materials therefore when received by Power2Ship from WLI.

13.2. Power2Ship acknowledges that WLI and its affiliates are the owners and/or licensees of the trademarks, service marks, commercial symbols and trade names used by WLI. Power2Ship shall not contest the right of WLI and its affiliates to the use of any trademarks, service marks, commercial symbols or trade names used or claimed by WLI.

13.3. All WLI's use of Power2Ship's company name, logos, trademarks or other registered identifiers must meet Power2Ship's corporate communications standards and must have Power2Ship's written approval prior to such use by WLI. All Power2Ship's use of WLI's company name, logos, trademarks or other registered identifiers must meet WLI's corporate communications standards and must have WLI's written approval prior to such use by WLI.

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13.4. Power2Ship shall have the right to place its trademarks on the Products but shall not obscure any WLI trademarks.

14. TERMINATION

14.1. Termination for Cause by WLI WLI may, upon written notice, terminate this Agreement at any time in the event that (a) Power2Ship defaults or otherwise fails to perform any obligation, warranty, duty, responsibility or other term or condition of this Agreement, including failure to make a payment when due and such default or failure continues unremedied for a period fifteen (15) days after such notice; (b) Power2Ship ceases permanently to carry on its present business, except as a result of a bona fide reorganization in the course of which the Agreement is transferred to a successor company of equal or greater financial resources carrying on substantially the same business; (c) Power2Ship makes an assignment for the benefit of creditors; or admits in writing its inability to pay debts as they mature; or a trustee or receiver of Power2Ship, or of any substantial part of Power2Ship's assets, is appointed by any court; or a proceeding is instituted by or against Power2Ship under any provision of the United States Bankruptcy Code or any other law affecting the rights of creditors and such proceeding is acquiesced in or is not dismissed within sixty (60) days; or (d) WLI's continued performance under this Agreement would cause it to be in violation of (i) any order of any court or regulatory agency having jurisdiction over WLI, or (ii) any law, statute, ordinance or regulation to which WLI is subject.

14.2. Termination for Cause by Power2Ship. Power2Ship may, upon written notice, terminate this Agreement at any time in the event that (a) WLI defaults or otherwise fails to perform any obligation, warranty, duty, responsibility or other term or condition of this Agreement, including failure to pay a refund when due and such default or failure continues unremedied for a period fifteen (15) days after such notice; (b) WLI ceases permanently to carry on its present business, except as a result of a bona fide reorganization in the course of which the Agreement is transferred to a successor company of equal or greater financial resources carrying on substantially the same business; (c) WLI makes an assignment for the benefit of creditors; or admits in writing its inability to pay debts as they mature; or a trustee or receiver of WLI, or of any substantial part of WLI's assets, is appointed by any court; or a proceeding is instituted by or against WLI under any provision of the United States Bankruptcy Code or any other law affecting the rights of creditors and such proceeding is acquiesced in or is not dismissed within sixty (60) days; or (d) Power2Ship's continued performance under this Agreement would cause it to be in violation of (i) any order of any court or regulatory agency having jurisdiction over Power2Ship, or (ii) any law, statute, ordinance or regulation to which Power2Ship is subject.

14.3. Termination of this Agreement shall not release either party from the obligation to pay any sums to the other party whether then or thereafter due or operate to discharge any liability which has been incurred prior to the effective date of such termination.

14.4. Upon expiration of this Agreement or termination by either party, Power2Ship may sell off any remaining inventory of the Products or Licensed Software acquired prior to termination.

14.5. Neither party shall be liable to the other party for any special, incidental, or consequential damages arising in connection with, or out of termination of, this agreement.

15. NOTICES

Any notice or communication given pursuant to this Agreement shall be in writing, delivered in person or may be telegraphed, telexed, sent by facsimile transmission or United States certified, registered or express mail, Federal Express or other private courier, postage prepaid, return receipt requested in the event of delivery by mail. In the event notice shall be given by facsimile transmission an original of such notice shall simultaneously be deposited in United States mail, postage prepaid, or sent by Federal Express or other private courier, addressed as hereinafter required. Notices shall be given to the parties addressed as set forth in the first paragraph of the Agreement or at such other address as the parties may from time to time designate by notice hereunder. Notices shall be given when delivered personally, or when





telegraphed, telexed or sent by facsimile transmission if sent during regular business hours of the recipient and if not, on the next following business day or if mailed, at midnight on the third business day after the date of mailing or if sent by Federal Express or by other private courier on the next following business day.

If  to  WLI:      Wireless  Links,  Inc.                   Attention:  Joe  Shayovitch                   1050  Wall  Street  Suite  320                   Lyndhurst,  New  Jersey  07071                   Facsimile  No.  201-531-9795

If to Power2Ship: Freight  Rate,  Inc.                   Attention:  Richard  Hersh                   10400  Griffin  Rd.,  Suite  101                   Ft.  Lauderdale,  FL  33328

16. GENERAL

16.1. This Agreement, its interpretation and construction, and the remedies for its enforcement or breach are to be applied in accordance with the laws of the State of New Jersey.

16.2. Failure on any occasion by WLI or Power2Ship to enforce any term or condition of this Agreement shall not prevent or bar enforcement on any other occasion.

16.3. Neither party shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from act of war, act of God, act of civil or military authority, civil disturbance or any other cause beyond its reasonable control.

16.4. The relationship between WLI and Power2Ship is that of independent contractors. Neither party, nor its agents or its employees shall be deemed to be the agent of the other party. Neither party shall have the right to bind the other party, transact any business in the other party's name or in its behalf or incur any liability for or on behalf of the other party.

16.5. Neither WLI nor Power2Ship shall intentionally disclose, and each party shall use reasonable efforts to prohibit, the unintentional disclosure to any third party of any confidential or proprietary information of the other party during the term of this Agreement and for a period of one (1) year thereafter.

16.6. The headings to the paragraphs of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.

16.7. No provisions of this Agreement may be altered or amended unless such alteration or amendment is in writing and executed by duly authorized officers of both parties, except where otherwise specifically provided for in this Agreement.

16.8. The covenants contained in this Agreement which, by their terms, require or contemplate performance by the parties after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.

16.9. This Agreement (including all Exhibits hereto), constitutes the entire Agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, heretofore made between the parties with respect to such subject matter, supersedes the standard terms and conditions in Power2Ship's purchase order form and WLI's quotation, invoice or acknowledgment form, and supersedes any other terms or conditions of purchase proposed by Power2Ship or WLI. This Agreement may not be assigned by either party without the prior written consent of the other party. If any provision in this Agreement should be held illegal or unenforceable, no other provision of this Agreement shall be affected.

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IN  WITNESS  WHEREOF, the parties have executed this Agreement as of the day and year  first  written  above.

Wireless  Links,  Inc.             Jaguar  Investments,  Inc.

By:                                By:    -------------------------          ----------------------------- Its:                              Its:  Chief  Executive  Officer     ------------------------           ----------------------------

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EXHIBIT A

                          PRODUCT WARRANTY INFORMATION

WARRANTY





A)   HARDWARE LIMITED WARRANTY - WLI will provide a one year limited warranty      for its hardware products as per the terms and conditions described in      Attachment B. The first year warranty starts with the date of shipment      and terminates on the anniversary of the first year.

B)   Extended limited warranty beyond the first year is available at the same      terms and conditions described in Attachment B . The second year Limited      warranty price will be determined between the parties based on the total      number of units to be under warranty in a particular year.

-    The Warranty is a limited warranty that does not cover damage caused by      improper use, abuse or use for other than intended purposes. The Warranty      does not cover LCD screen or batteries. See Attachment B, Limited Warranty      for the Acknowledger(TM) and related accessories.

-    The parties understand and agree that WLI does not warrant any part of the      Peripheral equipment that is not sold directly by WLI

-    Within 14 days from discovery of a defect, the Integrator shall notify WLI      in writing of said defect. Said notice of defect shall contain a reasonably      detailed description of the defect as determinable by the Integrator. Said      notice shall also indicate the serial numbers of all Acknowledgers and the      release levels of software in which the defect was discovered.

C)   DEFECTIVE EQUIPMENT RETURN. Defective equipment will be returned promptly      to WLI's repair centre at the Power2Ship cost. The integrator will return      for repair products under warranty and will pay the shipping cost to WLI      and will carry the risk of loss until the package has been delivered to      WLI. WLI will pay the shipping cost back via standard UPS ground and will      carry the risk of loss until the package is delivered to the integrator.

     For each unit, prior to return Power2Ship must send WLI a description of      the problem including the serial number and date of shipping and date of      purchase. Every return must have a Return Merchandise Authorisation number      (RMA) as issued by WLI. Replacement or repaired units will be returned to      the Integrator within 14 working days of receipt of a defective unit at      WLI's cost.

D)   LIMITED WARRANTY OF LICENSED PROGRAMS.      WLI warrants, for the benefit of the Integrator only, that at the time      Integrator's license of Licensed Programs commences, WLI has the right and      authority to license the Licensed Programs to Integrator, and the Licensed      Programs conform in all material respects to any specifications supplied to      Integrator in writing by WLI. WLI does not warrant that the Licensed      Programs can be used without interruption or that they are error-free.

     Any implied warranties of the Licensed Software are LIMITED to one year      starting from the date it was shipped to the integrator or starting with      the date specified as the starting date in the leasing and / or purchase      agreement with the Integrator. If the date is different then the shipping      date to the integrator the integrator has to provide a copy of the      agreement with the Integrator to verify the start of warranty.

E)   CORRECTIONS AND UPDATES OF LICENSED PROGRAMS.

     WLI shall maintain the accuracy of the Licensed Programs by making a      reasonable attempt to correct any programming or database errors that      Integrator brings to WLI attention. In addition, WLI from time to time may      furnish Integrator with further releases of the Licensed Programs to      provide corrections of significant programming or database errors and      updates of database information. WLI obtains the information contained in      the database of the Licensed Programs from established outside sources, and      WLI makes every effort to keep the information up-to-date, but it cannot      guarantee absolute accuracy and timeliness. After the expiration of the      initial term of this Agreement, WLI shall provide any correction and update      assistance only on mutually acceptable terms at WLI's customary rates then      in effect. WLI reserves the right to make modifications and enhancements of      the Licensed Programs (other than simple corrections and updates

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                                    EXHIBIT B                                 End User Warranty

        LIMITED WARRANTY FOR THE ACKNOWLEDGER(TM) AND RELATED ACCESSORIES         ----------------------------------------------------------------- Wireless Links (WLI) warrants to the original end user purchaser (You) that the Equipment will be free from defects in workmanship and materials (Limited Warranty) for a period of one (1) year from the date of the purchase of the Equipment (the Warranty Period). This limited warranty does not&sbsp;apply to normal wear and tear and does not cover repair or replacement of Equipment damaged by misuse, accident, abuse, neglect, misapplication, alteration of any kind (including upgrades and expansions)' disaster or defects due to repairs or modifications made by anyone other than the Manufacturer or its authorized service representative. In addition, this limited warranty does not apply to physical damage of any nature whatsoever to the surface of the display, to the surface of the signature pad of the Equipment or to any data stored within the Equipment. WLI shall not have any liability whatsoever with respect to any data stored within the Equipment. Before returning any Equipment under this limited warranty, call WLI and request a return merchandise authorization number (RMA - number)' then ship the Equipment in the original packaging or its equivalent to the location designated by WLI accompanied by proof of purchase, a brief written explanation of the defects, the RMA Number and a return shipment address. WLI at





its discretion will repair or replace the Equipment in accordance with the terms of this limited warranty and send it back to you. You are responsible for the cost of shipping the Equipment to the location designated by WLI and the risk of loss or damage in transit. WLI will bear the cost of return shipment to you and the risk of loss or damage during such return shipment. REPAIR OR REPLACEMENT BY WLI AS PROVIDED IN THIS LIMITED WARRANTY IS YOUR EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY. WLI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. WLI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE. ANY SOFTWARE PROVIDED WITH THE EQUIPMENT IS PROVIDED UNDER A SEPARATE SOFTWARE LICENSE AGREEMENT.

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                                   EXHIBIT C-2                        END-USER PROGRAM LICENSE AGREEMENT

WIRELESS  LINKS  (WLI)  SOFTWARE  LICENSE  AGREEMENT ----------------------------------------------------

Licensed Programs are provided solely in executable files and consist of the following programs: MidLink (WLI's middleware), MapLink, and all G3001 related programming tools,

1. RESERVATION OF TITLE. This Agreement does not provide the Power2Ship (you) with title or ownership of the Licensed Programs, but only a right of limited use of one copy per software package per license. The Licensed Programs are, and shall remain, the property of Wireless Links and certain third-party licensers who have authorized Wireless Links to incorporate their software into the System. Subject to a distribution agreement the Power2Ship (you) can redistribute the licensed products but you can't reproduce the Licensed Programs.

2. COPYRIGHT PROTECTION. Power2Ship acknowledges that the programs, software information, and user materials included in the Licensed Programs contain confidential information and trade secrets, which WLI(TM) has entrusted to Power2Ship in confidence to use only as expressly permitted by this Agreement. Power2Ship acknowledges that Wireless Links claims and reserves all rights and benefits afforded under federal law in the programs, database information, and user materials included in the Licensed Programs as copyrighted works.

3. PRESERVATION OF SECRECY AND CONFIDENTIALITY. Power2Ship shall protect the programs, database information, and user materials include din the Licensed Programs as confidential information and trade secrets. Power2Ship shall not, at any time, disclose such confidential information and trade secrets to any other person, firm, organization, or employee that does not (consistent with Power2Ship's right of use hereunder) need to obtain access to the Licensed Programs. Power2Ship shall devote its best efforts to ensure that all Power2Ship's personnel and all other persons afforded access to the Licensed Programs by Power2Ship protect the Licensed Programs as trade secrets and confidential information and refrain from any use of disclosure in any manner not expressly permitted by this Agreement. These restrictions shall not apply to information (1) generally know to the public of obtainable from public sources; (2) readily apparent from the keyboard operation, visual display, or output reports of the Licensed Program; (3) previously in the possession of Power2Ship or subsequently developed or acquired without reliance on the Licensed programs; or (4) approved by WLI for release without restriction.

4. RESTRICTIONS ON USE OF LICENSED PROGRAMS. The programs, software information, and user materials included in the Licensed Programs may not be decompiled, reverse engineered, reprinted, transcribed, extracted, or reproduced, in whole or in part, without the prior written consent of WLI. Power2Ship shall not in any way modify or alter the Licensed Programs without the prior written consent of WLI.

5. SURVIVALS OF OBLIGATIONS; RETURN OF PROGRAMS. Power2Ship's obligations under this Agreement shall remain in effect for as long as Power2Ship continues to use the Licensed Programs. Power2Ship shall promptly return all materials and documentation relating to the Licensed Programs provided by WLI upon (1) termination of either this Agreement of Power2Ship's license of the Licensed Programs, for any reason, or (2) discontinuance or abandonment of Power2Ship's use or control of the Licensed Programs.

6. POWER2SHIP'S DATA FILES. Power2Ship is responsible for maintaining and storing in a safe and secure location backup copies of all data files Power2Ship may place in the System. In no event shall WLI(TM) be liable for loss or destruction of Power2Ship's data files for any reason.

7. LIMITED WARRANTY ON LICENSED PROGRAMS. WLI(TM) warrants, for the benefit of Power2Ship only, that at the time Power2Ship's license of Licensed Programs commences, WLI(TM) has the right and authority to license the Licensed Programs to Power2Ship, and the Licensed Programs conform in all material respects to any specification supplied to Power2Ship in writing by WLI(TM). WLI(TM) does not warrant that the Licensed Programs can be used without interruption or that they are error-free. Any implied warranties of the Licensed Software are LIMITED to one year starting from the date of purchase or for the period described in the contractual agreement with the Power2Ship. For best and fast service WLI recommends to Power2Ship to install on the server NT computer a modem fax with PC-Anywhere software and a dedicated phone line to allow WLI to dial in for routine maintenance.





8. CORRECTIONS AND UPDATES OF LICENSED PROGRAMS. WLI shall maintain the accuracy of the Licensed Programs by using its best endeavors to correct any programming or database errors that Power2Ship brings to WLI(TM)'s attention. In addition, during the warranty period and/or duration of this agreement WLI from time to time may furnish Power2Ship with further releases of the Licensed Programs to provide corrections of significant programming or software errors. After the expiration of this agreement, WLI shall provide any correction and update assistance only on mutually acceptable terms at WLI's customary rates then in effect. WLI(TM) reserves the right to make optional modifications and enhancements of the Licensed Programs (other than simple corrections and updates) available only at additional charges.

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Example Output:
All applicable rights to copyrights, patents, trademarks, trade names, logos and identifying slogans and other intellectual property rights in the products are the exclusive property of WLI and Power2Ship shall not contest such ownership.