End User License Agreement

SAP KOREA

R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT



THIS R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT, together with all Exhibits and Appendices hereto (hereinafter referred to as "Agreement") is made effective between SAP Korea Ltd. (hereinafter referred to as "SAP") and Hyundai Information Technology Co . , Ltd. (hereinafter referred to as "Licensee") in regard to a license to Use (as defined herein) the R/3 Software (as defined herein) upon the terms and conditions hereinafter set forth. The effective date of the Agreement and the official name of License e are stated in the last page of the Agreement.





WHEREAS, SAP and Licensee have concluded a SAP Korea R/3 Software End-User Value License Agreement signed on 30 June 1996 (hereinafter referred to as "End-User Agreement").



WHEREAS, SAP sent Licensee a letter titled "ADDITIONAL MATTERS AS TO SAP KOREA R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT" dated 7 October 1996 (hereinafter referred to as "Letter").



WHEREAS, both SAP and Licensee desire to conclude the Agreement to supersede the terms and conditions of the End-User Agreement and the Letter into the Agreement so that both parties hereto can improve and expand the business relations between them.



WHEREAS, SAP and Licensee agree that Licensee is the only counter-party herein for the Agreement with SAP for any companies within the Hyundai Group as set out in Exhibit B.



NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, SAP and Licensee agree as follows:



1. DEFINITIONS.



1.1. "ABAP/4 Development Workbench Users" mean s those individuals, who by password allocation, are authorized to log on to the Software to use the ABAP/4 Development Workbench tools to create Modifications and Extensions to the Software and in-house developments. Such Users may also be referred to as "D/W Users". Each D/W User must also be licensed as a Basis/Workflow User.



1.2. "Affiliate" means a corporation located in the Territory controlling, controlled by or under common control with Licensee. For purposes of this definition, "control" means the power to direct the management or policies of an entity, directly or indirectly, through the ownership of securities. "Controlling" and "controlled" have corresponding meanings. Any such corporation shall be considered an Affiliate for only such time as such relationship continues to exist. Affiliates shall mean the companies in the Hyundai Group as set out in Exhibit B and their future successors.







1.3. "Application Database" means an integrated set of files used with the Software which contain data and information for supporting the business operations of Licensee and its authorized Affiliates, including master data and associated transaction detail, system tables, and internal control information. An Application Database shall not contain more than on e Third Party Database management system.



1.4. "Application Server" means each individual server connected to each Designated Unit into which the Software is downloaded from such Designated Unit for presentation to a computer terminal or workstation.



1.5. "Basis/Workflow Users" means those individuals, who by password allocation, are authorized to log on to the Software solely for the purpose of executing the following transactions (i) e-mail; (ii) calendar functions; (iii) entering travel arrangements an d expenses; (iv) document management including optical archiving; (v) workflow organizational management (vi) monitoring and administration of the Software; (vii) creating IDocs; (viii) entry and approval of vacation applications; (ix) initializing workflo ws; and (x) in the event Human Resources functionality is licensed, all transactions contained in such Human Resources functionality.



1.6. "Correction Level" means an update to, correction of, or further developmental work in the Software as between Versions and is identified by the letter following the Version identifier (e.g., 2.1A).



1.7. "Designated Site" means those facilities of Licensee or of Affiliate(s) located in the Territory in which one or more Designated Units are located and which are identified in Appendices to this Agreement.



1.8. "Designated Unit" means each individual computer located at a Designated Site in which the Software and the Third Party Database are installed. Each Designated Unit must be approved by SAP as compatible with the Software and the Third Party Database and must be identified as specified in Append ices hereto.



1.9. "Documentation" means SAP's standard documentation, in human or machine-readable format in any medium, which is delivered to Licensee under this Agreement including SAP's standard manuals, program listings, data models, flow charts, logic diagrams, input and output forms, functional specifications and instructions, and complete or partial copies of the foregoing.



1.10. "Extension" means an addition to the Software which does not require a Modification.



1.11. "Information Users" means tho se individuals, who by password allocation, are authorized to log on to the Software solely to "read only" Software transactions for internal information purposes and are not authorized to input data, write data, or execute Software transactions. Each Inf ormation User must also be licensed as a Basis/Workflow User.



1.12. "Korea" means the Republic of Korea.









1.13. "Modification" means a change to the Software which changes the source code.



1.14. "Multiple Utilization" means the installation of the So ftware on more than one Designated Unit for Productive Use, or the setting up of more than one Application Database on one Designated Unit for Productive Use. Multiple Utilization of the Software may subject Licensee to payment of additional license fees.



1.15. "Named Users" means those individuals who by password allocation are authorized to log on to the Software and execute Software transactions. Named Users may also be referred to as "Operational Users". Each Named User must also be licensed as a Basis /Workflow User.



1.16. "Non-Productive Use" means Use of the Software solely for Licensee's or an authorized Affiliate's internal training or testing.



1.17. "Productive Use" means Use of the Software solely to operate Licensee's or an authorized Affiliate's business, including Electronic Data Interchange transactions and developmental work.



1.18. "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 organization of such programs or modules.



1.19. "Proprietary Information" means: (i) with respect to SAP: the Software and the Documentation and any complete or partial copies thereof, the Program Concepts, SAP licensers' Third Party Database, any other third-party software licensed with or as part of the Software ("Other Third Party Software"), benchmark results, and any other information identified or reasonably identifiable as confidential and proprietary information of SAP, SAP AG, or their licensers ("SAP Proprietary Information"); and (ii) with respect to Licensee: informa tion identified or reasonably identifiable as the confidential and proprietary information of Licensee



("Licensee Proprietary Information"), provided that any part of the SAP or Licensee Proprietary information which: (a) is or becomes publicly available t hrough no act or failure of the other party, or (b) 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 (c) becomes independently available to the other party as a m atter of right shall be excluded.



1.20. "Release" means each issuance of the Software by SAP AG which incorporates SAP AGs most recent technological functionality and is identified by the numeral to the left of the decimal point (e.g., 2.0).



1.21. "Requis ition and Confirmation Users" means those individuals, who by password allocation, are authorized to log on to the Software solely for the purpose of submitting purchase requisitions or entering order completion confirmations. Such Users may also be refer red to as "R/C Users". Each R/C User must also be licensed as a Basis/Workflow User.









1.22. "SAP AG" means SAP Aktiengesellschaft, a German corporation, having offices located at Neurottstrasse 16, D-69190 Walldorf, Germany and the parent company of SAP.



1.23. "Single Utilization" means Productive Use and Non-Productive Use of the Software on one Designated Unit with one Application Database.



1.24. "Software" means: (i) all R/3 software specified in agreed upon Appendices hereto, in machine- or human-re adable form, developed by or licensed to SAP AG and delivered to Licensee hereunder, (ii) any Releases, Versions, or Correction Levels of the Software as contemplated by this Agreement and (iii) any complete or partial copies or replacements of any of the foregoing.



1.25. "Territory" means the country of Korea and any additional countries as agreed upon in advance in writing by the parties as set out in Exhibit A



1.26. "Third Party Database" means a third-party proprietary database described in Section 2.5.



1.27. "Use" means to load, execute, employ, utilize, store, or display the Software. Use is deemed to occur on the Designated Unit(s) where any of such processes occur and at any Application Server or computer terminal or workstation that initiates or is activated by these processes.



1.28. "Users" means any combination of Named, Information, R/C, D/W or Basis/Workflow Users licensed under this Agreement. Each User must be separately licensed for Use in each functional block of the Software required and for each Licensee company code of each Application Database for which access to the Software is required.



1.29. "Version" means each issuance of each Release of the Software developed by SAP AG which has incorporated further development work within the technology of that Release and is identified by the numeral to the right of the decimal point (e.g., 2.1).



2. LICENSE GRANT.



2.1. Right to Use.



(a) Subject to this Agreement SAP grants and Licensee accepts a non-exclusive, nontransferable license to Use the Software, the Documentation, the Third Party Database and other SAP Proprietary Information provided by SAP to Licensee for Productiv e and Non-Productive Uses. Licensee agrees that this license does not permit Licensee to: (i) Use the Software and the Third Party Database for a service bureau application; or (ii) sublicense, or otherwise transfer, assign, or rent the Software or the Thi rd Party Database.



(b) Licensee agrees to install the Software and the Third Party Database only on Designated Unit(s) located at Designated Site(s) as agreed to by the parties in Appendices hereto. Licensee further agrees to Use the Software and t he Third Party Database only in accordance









with the Documentation. Licensee may connect multiple Application Servers to each Designated Unit and connect a network of computer terminals and workstations to the Application Servers.



(c) Licensee may transfer the Software and the Third Party Database from one Designated Unit to another at a licensed Designated Site upon prior written notice to SAP. The Software and the Third Party Database must be promptly deleted in its entirely from the Designa ted Unit no longer in Use and from each archival and back-up copy for that Designated Unit.



(d) If Licensee is unable to Use the Software and the Third Party Database on a Designated Unit because of conditions beyond its control, Licensee may tempo rarily install the Software and the Third Party Database on equivalent equipment located within the Territory until such condition is corrected; provided that (i) Licensee takes the same measures with respect to the temporary installation to prevent unlic ensed access to and Use of the Software and the Third Party Database; and (ii) Licensee shall provide written notice to SAP within two business days of such installation.



(e) Licensee is licensed to install at the Designated Site no more than four copies of the Software and the Third Party Database on Designated Unit(s) for Non-Productive Use. Designated Unit(s) utilized for Non-Productive Use of the Software and the Third Party Database must be of the same type as those used at the Designated Site for Productive Use. Only one copy of the Software and one copy of the Third Party Database is licensed for Productive Use on each Designated Unit of the Designated Site, unless otherwise agreed upon in writing by SAP.



2.2. Use of Software by Affiliates. S AP agrees that Affiliates may Use the Software, the Documentation, the Third Party Database and other SAP Proprietary Information; provided that prior to any Affiliate's Use of the Software, the Documentation, the Third Party Database and other SAP Propri e tary Information: (i) each Affiliate shall sign and deliver to SAP a copy of Appendix 2 to this Agreement (in the form attached hereto) certifying its agreement to be bound by the terms herein; and (ii) such Use by such Affiliate shall be subject to the f o llowing: (A) Licensee accepts responsibility for the acts or omissions of such Affiliates as if they were Licensee's acts or omissions; (B) Licensee shall indemnify SAP and SAP AG against losses or damages suffered by SAP or SAP AG arising from breach of t his Agreement by any such Affiliate as if effected by Licensee; and (C) such Use shall not constitute an unauthorized exportation of the Software, the Documentation, the Third Party Database and other SAP Proprietary Information under all applicable laws and regulations.



2.3. Audit Right.



(a) The maximum number of Users applicable to the Software licensed hereunder shall be specified in Appendices to this Agreement. Licensee shall promptly provide written notice to SAP if the number of Users exceeds such maximum number.











(b) Licensee and its authorized Affiliates shall allow access to the Software, the Documentation, the Thi rd Party Database and other SAP Proprietary Information provided to Licensee and/or Affiliates only to employees or agents of Licensee or its authorized Affiliates acting within the scope of a formal employment or agency relationship.



(c) During n ormal business hours and at any time during which the Software, the Documentation, the Third Party Database and other SAP Proprietary Information are being utilized, SAP, or its authorized representatives or licensers, shall have the right upon reasonable advance notice, to enter into the premise(s) of Licensee or any Affiliate and to audit and inspect Licensee's or any Affiliate's utilization of such items, in order to verify compliance with the terms of this Agreement.



2.4. Archival Copy; Restriction on Copies; Legends to be Reproduced.



(a) Licensee may make one copy of the Software and the Third Party Database at each Designated Site for archival purposes and such number of backup copies of the Software and the Third Party Database consistent wi th Licensee's normal periodic backup procedures.



(b) Licensee may reproduce or copy any portion of the Documentation into machine-readable or printed form for its internal use only as required to exercise its rights hereunder.



(c) License e shall include SAP's and SAP's Third Party Database licensers' copyright trademark, service mark, and other proprietary notices on any complete or partial copies of the Software, the Documentation, the Third Party Database or other SAP Proprietary Inform ation in the same form and location as the notice appears on the original work.



2.5. Runtime License for Application Database. The Software requires a Third Party Database which may be licensed through SAP (the "Runtime License") or directly as a full lice nse ("Full License") from a Third Party Database licenser approved by SAP. Licensee shall certify in an Appendix to this Agreement either that it shall use and maintain the Runtime License from SAP or that it has obtained and will maintain a Full License f rom a Third Party Database licenser. In the event Licensee obtains a Full License directly from a Third Party Database licenser, the license grant in this Section 2 shall be restricted to such extent required to implement those restrictions imposed on Lic e nsee directly by such Third Party Database licenser. This Agreement shall terminate automatically if, for any reason: (i) Licensee fails to obtain or maintain a Runtime License or Full License; or (ii) Licensee's Runtime License or Full License terminates prior to the termination of this Agreement SAP makes no representations or warranties as to the Third Party Database or its operation.



3. DELIVERY AND INSTALLATION.



3.1. Delivery. The Licensed number of copies of the Software and the Third Party Database in machine-readable format and the Documentation, shall be delivered to Licensee's Designated Sites during the period specified in Appendices hereto ("Delivery").



3.2. Installation; Support Services.









(a) Licensee shall be responsible for inst allation of the Software and the Third Party Database. At Licensee's request and on terms to be agreed upon, SAP shall install the Software and the Third Party Database. SAP's installation services are limited to loading the Software and the Third Party D a tabase into the Designated Unit and testing the Software using SAP's standard set of test data. Licensee shall be responsible for configuring and installing any required disk storage systems, network software, Application Servers, Designated Units, and co m puter terminals and workstations prior to installation of the Software and the Third Party Database. Installation shall be deemed successful and completed when the Software and the Third Party Database are loaded on a Designated Unit and are ready for Use .



(b) At Licensee's request and on terms to be agreed upon separately, SAP may agree to provided pre-installation support installation support training, and consulting services for the Software.



(c) On the basis that support services shall be chargeable, SAP shall make its best efforts to secure qualified and eligible resources for Licensee.



4. PRICE AND PAYMENT.



4.1. License Fees. In consideration of the license granted hereunder, Licensee shall pay to SAP license fees as set forth in Appendix 1 hereto ("License Fees"). The amount of License Fees shall be calculated based on the total number of Users, the Softwar e and the Third Party Database licensed, and the payment terms for such License Fees shall be specified in Appendix 1 hereto. Fees for Maintenance Services ("Maintenance Fees") shall be paid as set forth in Section 7.4.



4.2. Taxes. License and Maintenance Fees and other charges described in this Agreement and its Appendix, or in SAP's most recent list of prices and conditions, do not include national, provincial, municipal or local sales, use, property, excise, consumption, service, import withholding, val u e-added or other taxes now or hereafter levied, all of which shall be for Licensee's account. Any taxes, duties or amounts in lieu thereof paid or payable by SAP in respect of any such taxes or duties on such fees or charges (excepting only taxes on net i ncome) shall be added to Licensee's payment obligations as an additional fee which shall be due within thirty days after dispatch of SAP's invoice to Licensee therefor.



4.3. Expenses. Daily fees, pre-approved travel expenses, and incidental expenses relati ng to support services shall be paid as set forth in SAP's then current List of Prices and Conditions. SAP shall bill such fees and expenses monthly, attaching time sheets or other records customarily used by SAP.



5. TERM AND TERMINATION.



5.1. Term. This Agreement and the license granted hereunder shall become effective on the effective date stated in this Agreement upon execution by both parties and shall continue in effect thereafter unless terminated under Section 5.2.









5.2. Termination. This Agreem ent and the license granted hereunder may be terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives SAP written notice of Licensee's desire to terminate this Agreement; (ii) thirty days after SAP gives Licensee notice of Licensee's material breach of any of the Agreement (other than Licensee's breach of its obligations under Sections 6 or 12, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee's payment of any mo n ey due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if any of the following events exists or occur with respect to Licensee: (A) a petition for attachment or injunction, whether provisional or permanent public sale, or a proceeding in bankruptcy, composition, rearrangement or reorganization has been filed, or any liquidation has commenced; (B) any demand for payment of unpaid taxes or assessments has been received, or any attachment to secure the payment of such taxes or assessment has been levied; (C) competent authorities have ordered to suspend the business or to revoke or otherwise terminate any permits, rights, or privileges required for the conduct of the business; (D) any resolution of the assignme n t or cessation of the whole or material part of business has been made; (E) any note or check has been dishonored; or (F) the assets, business, credit and the like has been seriously impaired, or there is any indication leading to a reasonable belief of t he likelihood of such impairment.



5.3. Effect of Termination. Upon any termination of this Agreement Licensee shall immediately pay all amounts due to SAP; Sections 6, 8.6, 9, 10, 11, 13.6, and 13.8 shall survive such termination; Licensee's rights under S ection 2 shall immediately cease; and SAP and Licensee each shall perform its obligations under Section 6.3.



5.4. No Refund. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee, except as expressly stated otherwise in this Agreement



6. PROPRIETARY RIGHTS.



6.1. SAP Proprietary Information.



(a) Licensee acknowledges and shall cause its authorized Affiliates to acknowledge in writing that ownership of and title in and to all intel lectual property rights, including patent, trademark, service mark, copyright and trade secret rights, in the SAP Proprietary Information are and shall remain in SAP and SAP AG and their respective licensers. Licensee acquires only the right to Use the SA P Proprietary Information under the terms and conditions of this Agreement and does not acquire any ownership rights or title in or to the SAP Proprietary Information and that of their respective licensers.



(b) Licensee shall not copy, translate, disassemble, or decompile the Software and the Third Party Database, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software and the Third P a rty Database or use the object code or source code of the Software and the Third Party Database to create a derivative work, unless authorized in writing by SAP. In the event source code is provided to Licensee, SAP, in its sole discretion, reserves the r ight to delete, or to require the deletion of, such source code and all copies thereof from Licensee's Designated Unit(s), Application Server(s), and computer









terminals or workstations, data files, and archival and backup copies whenever a future Relea se, Version, or Correction Level provides for like functionality in an object code formal Other than as specified herein, any tools licensed with or included in the Software may not be copied, in whole or in part without the express written consent of SAP .



(c) Licensee shall not remove any proprietary, copyright trademark, or service mark legend from the Software, the Documentation, the Third Party Database or other SAP Proprietary Information.



(d) Licensee shall maintain a log of the number and location of all originals and copies of the Software and the Third Party Database. The inclusion of a copyright notice on any portion of the Software , the Documentation, the Third Party Database or other SAP Proprietary Information shall not cause or be construed to cause it to be a published work.



(e) All Modifications and Extensions to the Software, and all changes and additions to the Documentation shall be considered part of the Software and the Documentation for purposes of this Section 6.



6.2. Protection of Proprietary Information. In order to protect the rights of SAP, SAP AG and their licensers and Licensee in their respective Proprietary Information, SAP and Licensee agree as follows:



(a) Neither party shall, without the other party's prior writt en 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 consultant it shall obtain from that consultant a written acknowledgment that such consultant shall be bound by the same ter ms as specified in this Section 6 with respect to the Proprietary Information.



(b) Licensee and SAP acknowledge that any disclosure to third parties of Proprietary Information may cause immediate and irreparable harm to the owner of the Proprietary Information; therefore, each party agrees to take all reasonable steps and protective precautions to protect the Proprietary Information from disclosure to third parties.



6.3. Duties Upon Termination. Upon any termination hereunder, Licensee and its auth orized Affiliates shall immediately cease Use of the Software, the Documentation, the Third Party Database and other SAP Proprietary Information and shall irretrievably delete and/or remove such items from all Designated Units, Application Servers, comput e r terminals, workstations, data files, and Designated Sites. Within ten days after any termination, Licensee shall deliver to SAP at Licensee's expense (adequately packaged and insured for safe delivery) or, at SAP's request destroy all copies of the SAP Proprietary Information in every form. Licensee further agrees to erase the Software, the Documentation, the Third Party Database and other SAP Proprietary Information from any storage media. Licensee agrees to have one of its officers, with









the expres s authority to make such a representation, certify in writing to SAP that Licensee and each of Licensees authorized Affiliates has performed the foregoing. Within ten days after the date of termination, SAP shall return the Licensee Proprietary Informatio n to Licensee.



6.4. Modifications and Extensions.



(a) Licensee may make Modifications and Extensions for Use on Designated Units under the terms set forth in this Section 6.4.



(b) In the event Licensee without SAP's participation develops any Extension or Modification (hereinafter referred to as "Licensee Extension" or a "Licensee Modification" ...