Software License Agreement

EXHIBIT 10.7


MARKETFIRST SOFTWARE, INC.


SOFTWARE LICENSE AGREEMENT


THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered as of January 1, 2000, (the "Effective Date"), by and between MarketFirst Software, Inc., a Delaware corporation having its principal place of business at: 485 Clyde Avenue, Mountain View, CA 94043 ("MarketFirst"), and SAP AG Inc., a German corporation having its principal place of business at Neurottstr. 16, 69190 Walldorf, Germany ("Customer").


The Parties hereto agree as follows:


1. Definitions


1.1 "Commencement Date" shall mean the date on which the Programs are
delivered by MarketFirst to Customer, or if no delivery is necessary,
the effective date set forth on the Order Form.


1.2 "Designated System" or "Designated Systems" shall mean the computer
hardware and operating system(s) designated on the Order Form.


1.3 "Price List" shall mean MarketFirst's applicable standard commercial
fee schedule that is in effect when a Program License or any other
product or service is ordered by Customer.


1.4 "Program" or "Programs" shall mean the computer software in object
code form owned or distributed by MarketFirst for which Customer is
granted a Program License pursuant to this Agreement; the media upon
which such software is delivered to Customer; the guides and manuals
for use of such software ("Documentation"); and Updates.


1.5 "Program License" shall mean the license granted Customer under
Section 2.


1.6 "Server Programs" shall mean those portions of the Programs that
reside and operate on the Designated System.


1.7 "Services" shall mean Installation Services, Training Services, and
Support Services, as each of those terms are defined in Section 3.


1.8 "Supported Program License" shall mean a Program License for which
Customer has paid Support Services for the relevant time period in
accordance with Section 3 below.


1.9 "Update" shall mean a subsequent release of the Program which is
generally made available for Supported Program Licenses at no
additional charge other than media and handling charges, which consists
of minor technical or functional additions or modifications to the
Programs, and which are identified by new digits to the right of the
decimal point (e.g., version 1.1 as an Update to version 1.0). Updates
shall not include any release, option or future product which
MarketFirst licenses separately, or any upgrade in features,
functionality or performance of the Program which MarketFirst licenses
separately.


1.10 "Upgrade" shall mean a subsequent release of the Program which is made
generally available for certain Supported Program Licenses obtaining
Premium Maintenance from MarketFirst (as described in Exhibit A), at no
additional charge other than media and handling charges, which consists
of significant technical or functional additions or modifications to
the Programs, and which are identified by new digits to the left of the
decimal point (e.g., version 2.0 as an Upgrade


to version 1.5). For any licensees not purchasing Premium Maintenance,
MarketFirst may license Upgrades separately. For purposes of this
Agreement, neither Updates nor Upgrades shall include software
templates created by MarketFirst known as "MarketFirst Blueprints".


1.11 "User" or "Users" shall mean an individual or individuals authorized by
Customer to use the Programs. The maximum number of Users that may use
the User Programs or access the Server Programs consistent with the
terms of licenses granted herein is specified on the Order Form.


1.12 "Simultaneous Programs" shall mean an encapsulation of an associated
set of documents and actions represented as a unique marketing program
within the MarketFirst Program Manager.


1.13 "User Programs" shall mean those portions of the Programs that reside
and operate on User Systems.


1.14 "User System" shall mean the computer hardware and operating systems
operated by Users in the course of their employment with Customer.


2. Program License


2.1 Order of Programs. The terms of this Agreement shall apply to each
Program License granted to Customer and to all services provided by
MarketFirst under this Agreement. When completed by the parties, the
Order Form(s) attached as Exhibit A to this Agreement shall evidence
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the Programs ordered by Customer, the Program Licenses granted and the
services to be provided to Customer hereunder. The terms and conditions
set forth in this Agreement shall control in the event that there are
different or additional terms or conditions set forth in an Order Form
or in any other purchase order form submitted by Customer or acceptance
or confirmation form issued by MarketFirst.


2.2 Rights Granted


2.2.1 Subject to the terms and conditions of this Agreement,
MarketFirst hereby grants to Customer a nontransferable,
nonexclusive license (the "Program License") to use the Programs
that Customer orders on a completed Order Form and Market First
provides to Customer under this Agreement, as follows:


2.2.1.1 To use the Server Programs solely for Customer's own
internal data processing operations, which use may be
in conjunction with other software programs, on the
Designated Systems or on a backup system if one or more
of the Designated Systems are inoperative, up to any
applicable maximum number of designated Users as set
forth in the Order Form; to use the User Programs
solely for Customer's own internal data processing
operations for and by up to the number of Users
indicated on the Order Form, provided, however, that
Customer may not relicense, sell, loan, rent, or
otherwise distribute the Programs or use the Programs
for third-party training, commercial time-sharing,
rental or service bureau use;


2.2.1.2 To use the copies of Documentation provided with the
Programs in support of Customer's authorized use of the
Programs; to reproduce Documentation, up to the number
of Users licensed, at no additional charge to Customer;
provided that all titles, trademarks, and copyright and
restricted rights notices shall be reproduced in all
such copies.


2.2.1.3 To copy the Programs for archival or backup purposes
only; provided that no other copies shall be made
without MarketFirst's prior written consent; all


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titles, trademarks, and copyright and restricted rights
notices shall be reproduced in all such copies; all
archival and backup copies of the Programs shall be
subject to the terms of this Agreement.


2.2.2 Customer shall not cause, permit, or attempt the reverse
engineering, disassembly or decompilation of the Programs.


2.2.3 MarketFirst shall retain all title, copyright and other
proprietary rights in and to the Programs. Customer does not
acquire any rights, express or implied, in the Programs, other
than those specified in this Agreement. In the event that
Customer makes suggestions to MarketFirst regarding new
features, functionality or performance that MarketFirst adopts
for the Programs, such new features, functionality or
performance shall become the sole and exclusive property of
MarketFirst, free from any restriction imposed upon MarketFirst
by the provisions of Section 7.1.


2.2.4 As an accommodation to Customer, MarketFirst may supply Customer
with pre-production releases of Programs (which may be labeled
"Alpha" or "Beta"). Customer acknowledges that these products
are not suitable for general use.


2.3 Transfer and Assignment


2.3.1 Customer may transfer a Program License within its organization
to another computer hardware and/or operating system (the
"Subsequent Designated System(s)") generally supported by
MarketFirst, upon notice to MarketFirst and so long as the total
number of Designated Systems does not exceed the maximum number
specified in the Order Form (Exhibit A); MarketFirst, in the
case of such a transfer, agrees to provide SAP, at no additional
cost, any conversion tools as may be available, and the same
support and maintenance services for the Subsequent Designated
Systems as was provided for the initial designated systems.


2.3.2 Neither this Agreement nor any rights granted hereunder, nor the
use of any of the Programs, may be sold, leased, assigned, or
otherwise transferred, in whole or in part, by Customer;
provided, however, that Customer may assign this Agreement in
connection with a merger, acquisition or sale of all or
substantially all of its assets unless the acquiring entity is a
direct competitor of MarketFirst. Any attempted assignment will
be void and of no effect unless permitted by the foregoing.


2.4 Verification. At MarketFirst's written request, not more frequently
than annually, Customer shall furnish MarketFirst with a certificate
executed by an officer of Customer (a) verifying that the Programs are
being used pursuant to the provisions of this Agreement, including any
User and other limitations; and (b) listing the locations, types and
serial numbers of the Designated Systems on which the Programs are run.
At its expense and upon reasonable prior notice to Customer and not
more frequently than annually, MarketFirst may audit Customer's use of
the Programs. Any such audit shall be conducted during regular business
hours at Customer's facilities and shall not unreasonably interfere
with Customer's business activities. If an audit reveals that Customer
has underpaid fees to MarketFirst as a result of unauthorized use or
copying of the Programs, Customer shall be invoiced for such underpaid
fees based on the Price List in effect at the time the audit is
completed plus interest thereon at the prevailing U.S. dollar prime
rate from the initial date of the unauthorized use. If the amount of
the underpayment exceeds 5% of the license fees paid, then Customer
shall also pay MarketFirst's reasonable costs of conducting the audit.


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3. Services


3.1 Installation /Risk of Loss. If ordered by Customer on the Order Form,
MarketFirst shall deliver the Programs and related Documentation to
Customer, and install the Programs on the Designated System(s) and
provide configuration assistance for the Programs as reasonably
requested by Customer for up to the number of person-days set forth in
Exhibit A ("Installation Services") at a time mutually agreed to by
the parties, subject to availability of the Designated System(s) and
fulfillment of Customer's obligations under this Section 3.1.
Customer will be solely responsible for completing all tasks that are
required to prepare Customer's site and equipment for the performance
of such services by MarketFirst, including without limitation all
items identified on MarketFirst's Site Preparation Checklist, the
terms of which are incorporated into this Agreement by reference.
Customer is responsible for any loss, damage or destruction to the
Programs upon successful implementation by MarketFirst; provided,
however, that MarketFirst shall bear the risk of loss, damage or
destruction to the Programs at the time that the Programs is in
MarketFirst's possession or as a result of MarketFirst's work with the
Programs. Replacement of lost or damaged Programs shall be at the cost
and expense of the party bearing the risk of loss at the time of the
loss or damage.


3.2 Training. If ordered by Customer on the Order Form, MarketFirst will
provide training in the functions and use of the Programs ("Training
Services"). Training Services will be conducted for up to the number
of days listed in Exhibit A and will be conducted at MarketFirst's
offices unless the parties otherwise agree. For training conducted at
Customer's facilities, Customer agrees to make available space and
facilities to accommodate up to ten (10) people. Additional training
may be provided by MarketFirst at MarketFirst's then-current rates.


3.3 Software Maintenance Support Services. If ordered by Customer on the
Order Form, MarketFirst will provide Support Services for the Programs
under the terms and conditions attached hereto as Exhibit B ("Support
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Services"), subject to the payment by Customer of the applicable fees.
MarketFirst reserves the right to modify its Support Services Policies
in its reasonable discretion upon notice to Customer.


3.4 Travel Expenses: SAP shall be obligated to make payments for travel
expenses arising out of any services performed by MarketFirst
personnel under this Agreement, only if such travel has been incurred
in accordance with SAP's travel policy (Incorporated into this
agreement as Exhibit C) as amended from time to time.


4. Term and Termination


4.1 Term. Each Program License granted under this Agreement shall remain
in effect perpetually unless the license or this Agreement is
terminated as provided in this Section 4.


4.2 Termination. Either party may terminate this Agreement or any license
upon written notice if one party materially breaches this Agreement
and (if capable of cure) fails to correct the breach within 30 days
following written notice from the other specifying the breach.


4.3 Effect of Termination. Termination of this Agreement or any license
shall not limit either party from pursuing other remedies available to
it, including injunctive relief, nor shall such termination relieve
Customer of its obligation to pay all fees that have accrued or are
otherwise owed by Customer under any Order Form, provided, however,
that Customer may terminate this Agreement in its sole discretion at
any time until March 30, 2000 without any License fees due to
MarketFirst. Customer agrees to pay for all Consulting Services
performed through the date of


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termination and any related expenses. The parties' rights and
obligations under Sections 2.2.3, 2.5, 3, 4, 5.1, 6 and 7 shall
survive termination of this Agreement.


4.4 Handling of Programs Upon Termination. If a license granted under
this Agreement expires or otherwise terminates, Customer shall (a)
cease using the Programs, and (b) certify to MarketFirst within one
month after expiration or termination that Customer has destroyed or
has returned to MarketFirst the Programs and all copies. This
requirement applies to copies in all forms, partial and complete, in
all types of media and computer memory, and whether or not modified or
merged into other materials. Before returning Programs to
MarketFirst, Customer shall acquire a Return Material Authorization
("RMA") number from Market First.


5. Replacement, Limited Warranties, Exclusive Remedies


5.1 Patent and Copyright Indemnity. MarketFirst shall indemnify, defend
and hold Customer harmless from and against any claims that the
Programs infringe any patent or copyright or misappropriate a trade
secret; provided that MarketFirst is given prompt notice of such claim
and is given information, reasonable assistance, and sole authority to
defend or settle the claim. In the defense or settlement of the
claim, MarketFirst may obtain for Customer the right to continue using
the Programs, replace or modify the Programs so that it becomes
noninfringing, provided that any such settlement shall not adversely
affect Customer's use of the Programs. MarketFirst shall have no
liability if the alleged infringement is based on (a) a modification
of the Programs by anyone other than MarketFirst; (b) the use of the
Programs on other than the Designated Systems or User Systems; (c) the
use of the Programs other than in accordance with the Documentation;
or (d) the use of the Programs after notice of the alleged or actual
infringement, from M ...