Service Level Agreement (2001)Full Document 

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                          Terms and Conditions of Sale

     This Service Level Agreement ("Agreement") is made between HEWLETT-PACKARD
     COMPANY, a Delaware corporation, ("HP") and The viaLink Company, an
     Oklahoma corporation, ("viaLink") as of May 28, 1999 ("Effective Date").

1.  DEFINITIONS

Definitions set forth below or elsewhere in this Agreement shall apply anywhere
else in the Agreement where such defined terms are used unless a specific
definition is expressly provided for use only within a given section or
sections.

    1.1 "Agreement" means this Service Level Agreement for Operations Services
    including all exhibits and any amendments hereafter made a part of this
    Agreement.

    1.2 "viaLink's Confidential Information" means proprietary business
    information, viaLink Information (as hereinafter defined), Trade Secrets,
    Intellectual Property Rights, viaLink's Security Policies and Procedures,
    Assessments performed pursuant to Section 5.8 of Exhibit A, and viaLink's
    Customer data or information processed or stored by the Computer Environment
    Resources and/or other information regarding viaLink or any of its
    subsidiaries and/or any of viaLink's Customers, regardless of whether any of
    such information is specifically marked as confidential. viaLink's
    Confidential Information shall not include information which was otherwise
    confidential but which (i) has become public knowledge, (ii) was already
    known by HP from independent and unrestricted sources prior to disclosure by
    viaLink, (iii) has been disclosed by viaLink to others without restriction
    on further disclosure, (iv) was rightfully received from a third party
    without a duty of confidentiality, (v) was independently developed by the
    receiving party prior to or independent of the disclosure, (vi) was
    disclosed under requirement of law (provided that if such disclosure is
    required by law, HP shall have given viaLink prior notice and an opportunity
    to contest or appeal the order requiring such disclosure), and (vii) was
    disclosed by the receiving party with the disclosing party's prior written
    approval.

    1.3 "HP Confidential Information" means proprietary business information,
    Trade Secrets, Intellectual Property Rights and/or other information, which
    is marked as confidential, regarding HP or any of its subsidiaries. HP's
    Confidential Information shall not include information which was otherwise
    confidential but which (i) has become public knowledge, (ii) was already
    known by viaLink from independent and unrestricted sources prior to
    disclosure by HP, (iii) has been disclosed by HP to others without
    restriction on further disclosure, (iv) was rightfully received from a third
    party without a duty of confidentiality, (v) was independently developed by
    the receiving party prior to or independent of the disclosure, (vi) was
    disclosed under requirement of law (provided that if such disclosure is
    required by law, viaLink shall have given HP prior notice and an opportunity
    to contest or appeal the order requiring such disclosure), and (vii) was
    disclosed by the receiving party with the disclosing party's prior written

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