Services

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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;

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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;

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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: -

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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