Form B.7

LICENSE AGREEMENT

(Allows Licensee/Provider to use the licensed software for Information Technology Outsourcing(ITO) (including hosting § 6.1.1) but not Business Process Outsourcing (BPO) services (§ 6.1.6))

Between

LICENSEE

[insert legal address of record]

(Hereinafter “Provider”)

And

LICENSOR

[insert legal address of record]

(Hereinafter “Licensor”)

§CONTENTPage

1.Recitals

2.Definitions and Interpretation

3.Scope of Collaboration

4.Organization of the Relationship

5.Provider Certification

6.License Grant

7.Customer

8.Remuneration and Payment Terms

9.Taxes

10.Term and Termination

11.Position of Provider

12.Rights in and Title to Licensor Software

13.Further Developments of Licensor Software

14.Maintenance

15.Confidentiality

16.Warranty

17.Exclusions and Limitations of Liability

18.Export Regulations

19.Miscellaneous Provisions

EXHIBITS

EXHIBIT A: BUSINESS TERMS

EXHIBIT B: SUPPORT SERVICES

EXHIBIT C: PROCESS SCOPE

EXHIBIT D: GOVERNANCE

EXHIBIT E: LICENSOR SUPPORTED COUNTRIES

EXHIBIT F: TRADEMARK LICENSE AGREEMENT

EXHIBIT G: ADDITIONAL SOFTWARE LICENSE TERMS FOR LICENSOR SOLUTION MANAGER

1.Recitals

WHEREAS, Licensor desires to grant to Provider, and Provider desires to accept from Licensor, a license to Use the Licensor Software for the provision of Application Services upon the terms and conditions hereinafter set forth.

WHEREAS,Licensor and Provider may be referred to herein collectively as the “Parties” or singularly as the “Party”.

2.Definitions and Interpretation

2.1“Actual Usage” means the utilization of the Licensor Software in connection with the provision or consumption of the Application Services.

2.2”Add-on(s)” means any developments utilizing the Licensor development environment, Licensor publishedAPIs and/or libraries to create new objects that add new and independent functionality and branch off from the published Licensor APIs and/or user exits (e. g. new Licensor Apps, new functional components for business processes not covered by the Licensor Software constitute Add-ons; however, standalone interface code from Licensor Software to non-Licensor software is not considered an Add-on).

2.3“After-Market and Contracted Support Services” shall have the meaning as defined in Exhibit C.

2.4”Agreed Territory” means the Programs, Prime Contractors, Sub Contractors, Customers and their respective countries or regions for which the terms of this Agreement shall be applicable, as defined in Section 1 of Exhibit A.

2.5“Agreement” means this document and any and all Exhibits, Schedules and Appendices thereto, and includes all of the terms and conditions contained in this document and in any Exhibit, Schedule and Appendix to this document.

2.6“Application Services” means providing, delivering, hosting and/or managing of the Licensor Software and software-based services by Provider from its Data Center to Customers, over the internet or a private network on a rental or subscription basis in accordance with the license rights granted hereunder.

2.7“Application Services Agreement” means the contract between Prime Contractor and Customer pursuant to which the Provider delivers Application Services to Customer for a single Program and including at a minimum the terms and conditions as described in Section 7.1.1. The Application Services Agreement must conform to a Prime Contractor Agreement.

2.8“Authorized Sublicense” means a temporary, non-exclusive and non-transferable sub-license limited to Screen Access for use of the required portion of the Licensor Software and only to the extent necessary to enter and access data and request the Provider to process such data.

2.9“Background Materials” shall mean any pre-existing works in which the Intellectual Proprietary Rights (defined below) are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or that were licensed from a third party and provided to such other Party.

2.10“CCOE” shall mean an organizational unit designated by Provider as a central point of contact for interaction with the Licensor support organization in accordance with the requirements as set out in Exhibit C.

2.11”Customer” means the entity that enters into an Application Services Agreement with Prime Contractor to receive any of the Application Services delivered by Provider.

2.12“Customer Program Term” means the total duration of a Customer Program Term License.

2.13“Customer Program Term License” means a schedule to this Agreement in the form as attached hereto as Schedule 1 to Exhibit A executed by both Parties which defines the rights of Provider to Use the Licensor Software for a single Application Services Agreement in accordance with the terms and conditions of this Agreementfor a pre-defined term which shall be___(__) years.

2.14“Customer User” means a Named User who is an employee of Customer or a consultant, contractor or temporary employee of Customer acting on behalf of Customer to the extent the user is: (a) accessing the Licensor Software solely for the consumption of Application Services for the purpose of Customer’s internal business; (b) under nondisclosure obligations at least as protective of Licensor’s Confidential Information as those set forth herein. Notwithstanding the foregoing, a Subcontractor User or Prime Contractor User cannot be a Customer User.

2.15“Data Center(s)” means the site or sites at which the Licensor Software will be hosted, to enable Provider to provide the Application Services to its Customers. Such site or sites shall at all times be owned or controlled by the Provider.

2.16“Documentation” shall mean all technical documentation delivered with the Licensor Software, as amended by Licensor from time to time.

2.17“Enhancement(s)” means a development utilizing the Licensor development environment, Licensor published APIs and/or libraries to create new objects supporting an existing business scenario that customize, enhance or change in any other way existing Licensor functionality (e.g. the creation of new APIs, alternative user interfaces, additional business content within existing functionality and/or extension of data structures or metadata all constitute enhancements).

2.18“Enterprise Service” means a Licensor web service that provides business processes or business process steps according to an Enterprise Service Definition, which processes or steps can be used to compose business scenarios.

2.19“Enterprise Service Definition” means a description of an Enterprise Service, whether in XML or otherwise, that can be used by a software application to invoke and/or receive the described Enterprise Service using commands in that description.

2.20“Enterprise Services Repository” or “ESR” means a central repository in which Enterprise Service Definitions are stored.

2.21“Fees” means all fees to be paid by Provider under this Agreement, including but not limited to the Net License Fees andMaintenance Fees as delineated in Exhibit A and any Schedule thereof.

2.22“Floor Commitment” means the minimum annual Net License Fees for the Use of the Licensor Software in connection with the provision of the Application Services as set out in Exhibit A of this Agreement.

2.23“Gross License Fee”means the total license fee for the Licensor Software licensed under a License Transaction calculated based on the price list as set forth in Section 4 of Exhibit A.

2.24”Group Company”.A “Provider Group Company” means any legal entity in the Agreed Territory in which the Provider, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such legal entity shall be considered a Provider Group Company for only such time as such equity interest is maintained. A “Licensor Group Company” means ______.

2.25”Intellectual Property Rights”or ”IPR” means and includes, without limitation, any patents, copyrights, trademarks applications, and/or other intellectual property rights and related documentation.

2.26“Licensed Volume” is the total amount of units licensed by Provider per service category and measured in the unit of measure assigned to such service category.

2.27“License Transaction” means any of the following license purchases as defined in this Section 2 or in Section 0 of Exhibit A: Customer Program Term License andCustomer Program Term License Additional Purchase.

2.28“Logo” shall have the meaning as defined in Section 7.2.2.

2.29“Maintenance Fees” shall mean those fees that are due and payable in accordance with Exhibit A and any Schedules thereof for the support services rendered by Licensor in accordance with Section 14 andExhibit B.

2.30“Mainstream Maintenance” describes the main phase of the software component lifecycle and begins with the Restricted Shipment phase and merges into the Unrestricted Shipment phase. Licensor provides corrections, such as Licensor Notes and legal changes, Support Packages and support package stacks for the entire Mainstream Maintenance period. Corrections are provided at brief intervals during the first year of Mainstream Maintenance. Mainstream Maintenance is provided for a defined term as published by Licensor for every product in Licensor’s maintenance strategy which can be found at Licensor service marketplace ( or any other source as published by Licensor.

2.31“Marks” shall have the meaning as defined in Section 7.2.5.

2.32”Modification(s)” means an alteration to the software (e.g. changes made to source code, meta-data, etc.) in which original Licensor content is replaced with the modified content.

2.33“Net License Fees” means the license fees for the Licensor Softwarelicensed under a License Transaction calculated based upon the applicable discount of the Gross License Feesfor such License Transaction.

2.34“Party” or “Parties” shall have the meaning as defined in Section 1.

2.35“Prime Contractor” means the company that enters into an Application Services Agreement with Customer and shall be limited to Provider, Provider Group Company or any third party that is a company in the ______industry as defined in Section ___ of Exhibit A.

2.36“Prime Contractor Agreement” means the contract between Provider and Prime Contractor pursuant to which Provider supports Prime Contractor in delivering After- Market and Contracted Support Services to Customer by providing Applications Services under a single Program for a single Customer and including at a minimum the terms and conditions as described in Section 7.1.1.

2.37“Prime Contractor User” means a Named User who is an employee of Prime Contractor or a consultant, contractor or temporary employee of Prime Contractor acting on behalf of Prime Contractor to the extent the user is: (a) accessing Licensor Software solely for the consumption of Application Services and for the purpose of Customer’s internal business; (b) under nondisclosure obligations at least as protective of Licensor’s Confidential Information as those set forth herein.

2.38“Program” means the delivery to a single Customer of After-Market and Contracted Support Servicesby a single Prime Contractor and one or more Subcontractors.

2.39“Provider Confidential Information” shall have the meaning as defined in Section 15.2.

2.40“Provider User” means a person who (a) is an officer or employee of Provider or (b) is a consultant, contractor or temporary employee of Provider acting on behalf of Provider to the extent the user is: (I) accessing the Licensor Software solely for the delivery of Application Services for the purpose of a Customer’s internal business; (II) under nondisclosure obligations at least as protective of Licensor’s Confidential Information as those set forth herein who loads, executes accesses, employs, utilizes, stores, or displays the Licensor Software to provide Application Services.

2.41“Release(s)” means an update to Licensor Software product(s) including new functionality and/or performance enhancements for the Licensor Software following the initial shipment to Provider of the Licensor Software product(s). Each Release of an Licensor Software product has its own defined maintenance phase, with such maintenance phases further described in the release strategy found at Licensor service marketplace (

2.42“Restricted Shipment” means the first phase of the Release delivery (followed by Unrestricted Shipment) during which the Release is trialed and tested by a limited number of Licensor customers as determined by Licensor in its sole discretion.

2.43“Licensor Confidential Information” shall have the meaning as defined in Section 15.1.

2.44“Licensor Notes” means instructions on how to remove known errors from the Licensor Software including a description of the symptoms, the cause of the error as well as the Licensor Release in which the error occurs.

2.45“Licensor Software” means:

  • those service categories of the Licensor software licensed in Exhibit A and any Schedule thereof and;
  • any Releases, Support Packages, or Licensor Notes of the LicensorSoftware as contemplated by this Agreement; and
  • any complete or partial copies of any of the foregoing and
  • shall exclude any Third Party Products other than those explicitly licensed in Exhibit A and any Schedule thereof.

2.46“Screen Access" means any Use of the Licensor Software through remote access to enter and access data and request the Provider to process such data without the Licensor Software being installed on the hardware of the Customer.

2.47“Secure Enterprise Support” means the provision of support services by Licensor as defined in Exhibit C of this Agreement for the provision of Application Services Using the Licensor Software in accordance with the license rights granted hereunder.

2.48“Steering Committee” shall mean the respective governance body as described in Exhibit D.

2.49“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for Prime Contractor for the sole purpose of supporting such Prime Contractor in delivering After-Market and Contracted Support Services to Customer under a Program and such supplier, distributor, vendor, or firm requires Screen Access to the Licensor Software for such purpose.

2.50“Subcontractor Agreement” means the contract between Prime Contractor and Subcontractor pursuant to which Subcontractor supports Prime Contractor in delivering After Market and Contracted Support Services to Customer under a single Program for a single Customer. Either the Subcontractor Agreement must include at a minimum the terms and conditions as described in Section 7.1.1 or the Subcontractor must agree separately with the Prime Contractor to the terms and conditions as described in Section 7.1.1.

2.51“Subcontractor User” means a Named User who is an employee of Subcontractor or a consultant, contractor or temporary employee of Subcontractor acting on behalf of Subcontractor to the extent the user is: (a) accessing the Licensor Software solely for the consumption of Application Services and for the purpose of Customer’s internal business; (b) under nondisclosure obligations at least as protective of Licensor’s Confidential Information as those set forth herein.

2.52“Support Package(s)” means software corrections available as a support package. Support Packages correct multiple defects in the Licensor Software.

2.53“Term” shall have the meaning as defined in Section 10.1.

2.54”Third Party Product(s)” means any software product in which proprietary rights are owned by someone other than Licensor.

2.55”Trademarks” means the Licensor name and logo and the logos, trade and service marks, whether registered or unregistered, used by Licensor in relation to any products from time to time in the Agreed Territory.

2.56“Unrestricted Shipment” means the phase in which Licensor makes a particular Release of the Licensor Software available to all customers as part of its product offering.

2.57“Use” or “Using” means to load, execute access, employ, utilize, store, or display the Licensor Software to provide Application Services.

3.Scope of Collaboration. Licensor and Provider have agreed to collaborate on a non-exclusive basis as detailed in this Agreement and as defined in Exhibits A and G to enable the provision of Application Services by Provider. Each Party is free to conduct business with other partners at its sole discretion.

4.Organization of the Relationship. Each Party shall nominate a contact person who is authorized to make decisions or to obtain decisions without unreasonable delay and who is available for all essential issues relating to the co-operation.

5.Provider Certification. Provider shall at all times during the Term of this Agreement and any Customer Schedules maintain its status as aLicensor Hosting Partner and Application Management Services Partner in accordance with the Agreed Territory.

6.License Grant

6.1Grant of License

6.1.1Subject to the terms and conditions of this Agreement, Licensor hereby grants Provider the non-exclusive right and license within the Agreed Territoryto Use the Licensor Software in the Data Center(s) for the provision of Application Services to its Customers for the duration of the respective Customer Program Term License.

6.1.2Provider shall have the right to Use the Licensor Software to administer and process the data entered by Customer, Prime Contractor and any Subcontractors in accordance with Customers' instructions and the terms of this Agreement. All other Use, even if it is technically possible, represents a breach of the contractually agreed purpose and is not permitted.

6.1.3Provider shall be entitled to grant Authorized Sublicenses in Prime Contractor Agreements, Subcontractor Agreements or Applications Services Agreements for use by Prime Contractors, Subcontractors or Customers, respectively. Provider shall also be entitled to grant a Prime Contractor, pursuant to a Prime Contractor Agreement, the right to grant further Authorized Sub-Licenses to a Subcontractor or Customer pursuant to a Subcontractor Agreement or Application Services Agreement, respectively.

6.1.4All users, including but not limited to those allowed under Sections 6.1.1 through 6.1.3, must be authorized as Named Users (as that term is used and defined in the applicable Exhibits), whether Customer User(s), Prime Contractor User(s), or Subcontractor User(s). However, regardless of the Named User category, at no time can a Customer User, Prime Contractor User or Subcontractor User be granted more than Screen Access.

6.1.5Provider is not allowed to Use the Licensor Software for its own internal operational needs or to provide Application Services for Provider and its Group Companies as a Customer. For the avoidance of doubt, where Prime Contractor or Subcontractor is a Provider Group Company, the Use of Licensor Software by Provider in accordance with a Prime Contractor Agreement shall not be considered a violation of the foregoing prohibition.

6.1.6Under the terms of this Agreement Provider shall not be allowed to Use Licensor Software for delivering BPO services to Customer. For the purpose of this Agreement BPO services mean the execution of business processes and the provision of related services by Provider on behalf of the Customer Using Licensor software.

6.1.7Except for the licenses explicitly granted by Licensor to Provider herein, Licensor and its licensors own all rights and title, including all Intellectual Property Rights, in and to the LicensorSoftware.

6.2Reporting Duties

6.2.1At the end of each calendar quarter, Provider shallreport the information reasonably necessary to calculate the usage of the Licensor Software by Provider, including: