1

The SAP Anywhere Referral Program

The SAP Anywhere Referral program can open new doors for your business. This Program is designed to reward participants with a finder’s fee for providing leads for SAP Anywhere that convert into fully paid deals. Program participants will have access to an intuitive, easy-to-use portal, available 24x7, to register for the program, market and promote the SAP Anywhere Solution to their clients, access the status of their referrals and view their earned finder’s fees.

PROGRAM BENEFITS

SAP Anywhere Referral Program participants, called SAP Champions, have access to an intuitive, easy-to-use portal, available 24x7, to manage their lead referral activity. Here are some additional reasons to become a SAP Champion:

• Great way to start generating incremental revenue,

• Access to SAP Anywhere marketing assets that make it easy to refer clients to SAP,

• SAP will engage the customer and handle the sales process

• Robust finder’s fee is paid as soon as the customer pays SAP

• Personalized dashboard helps each SAP Champion monitor the status of their referrals and track payments of the finder’s fees

MEMBERSHIP REQUIREMENTS

A participant in the SAP Anywhere Referral Program can be a company or individual that has a role working with, communicating to or advising companies in the SMB market. To apply, access the sap.getambassador.com portal, complete the registration process, and accept the terms and conditions. SAP will review your information and communicate your status within a few business days. Once you have been approved as a SAP Champion, you can begin referring SAP Anywhere leads to SAP.

PROGRAM REQUIREMENTS

• The SAP Anywhere Referral Program is only available to potential participant companies in the United Kingdom, Ireland, and the United States.

• Potential participants must register for and be approved by SAP for participation in the SAP Anywhere Referral Program. Once approved, you will earn the SAP Champion designation.

• Potential participants must have a valid email address, valid tax identification number, and valid business website for their company.

• Potential participants must provide SAP with valid banking information through which finder’s fees will be paid.

• A company can only register once in each country where they conduct business.

• SAP Champions cannot refer themselves or their employer, cannot refer a family member’s business, and cannot be a government employee or official, or relative of such.

• SAP employees are not eligible to participate in this program.

• There are some organizations which cannot participate in the SAP Anywhere Referral Program, at SAP’s sole discretion.

• Register for the SAP Anywhere Referral Program at www.sap.getambassador.com.

GETTING STARTED

To become a participant in the SAP Anywhere Referral Program, access www.sap.getambassador.com, complete the registration process, and accept the terms and conditions. SAP will review your information and communicate your status via email within a few business days. Once you have been approved as a SAP Anywhere Champion, you can begin referring SAP Anywhere leads to SAP through the SAP Anywhere Referral Program website.

Upon approval from SAP, please use best efforts to market and promote the SAP Anywhere solution to prospective clients. All marketing collateral will be provided by SAP and accessible from the SAP Anywhere Referral Program website. SAP Anywhere Champions may use the marketing collateral solely to generate leads of prospective clients and may not modify the collateral in any way without written permission from SAP. SAP Anywhere Champions may access to the SAP Anywhere Referral Program website to market, track and review program activity.

REGISTERING CONTACTS

Each SAP Anywhere Champion will be issued a unique url that will be used to link the SAP Anywhere Champion to the lead.

Leads registered will be time-stamped and linked to a SAP Anywhere Champion on a first come, first served basis.

There can only be one SAP Champion identified for each lead.

VALIDATING AND QUALIFYING LEADS

SAP Champions will be able to access the status of the lead through the SAP Anywhere Referral Program website. Here are the steps that outline the lead validation and qualification process:

• Each SAP Anywhere Lead will be qualified by a SAP sales representative within ten business days.

• Leads will be linked to the SAP Anywhere Champion for a period of twelve months.

• Once the contract has been signed by the customer, SAP will update the SAP Anywhere Referral Program website.

FINDER’S FEE

Once the deal has been won, and the customer has paid SAP in full for their subscription, the SAP Champion will be paid a finder’s fee. The finder’s fee will be a one-time, flat fee per customer. The following additional rules apply to the payment of finder’s fees:

• Only one SAP Champion can earn a finder’s fee on a closed deal.

2

• Finder’s fee will be a one-time, flat commission published on the SAP Referral Program website and is subject to change at any time.

• Finder’s fee will be based on published rate at time of lead acceptance.

• Payment of the finder’s fee to the SAP Champion will happen within 30 days after the customer pays SAP for the subscription.

• SAP Champions are not eligible for additional finder’s fees on subsequent deals closed by SAP with the customer.

TERMINATION

SAP and/or the SAP Champion may terminate their Agreement at any time, with or without cause, effective immediately upon notice to SAP Champion or SAP. Upon termination, all marketing and/or promotional materials must be removed from the SAP Champion’s websites. SAP reserves the right to modify program terms and conditions at any time.

CONTACT SAP

If you have questions regarding the SAP Anywhere Referral Program, please submit an email to sapanywherereferralprogram@sap.com.

3

These SAP Anywhere Referral Terms and Conditions are provided by SAP SE, Dietmar-Hopp-Allee 16, 69190 Walldorf/Germany (“SAP”). By clicking the “Agree” button on the registration webpage for the SAP Anywhere Referral Program, you hereby accept these terminations conditions on behalf of your company (“Participant”) and confirm that you have been duly authorized to do so.

PREAMBLE

1. Subject to Participant´s eligibility as set out in Article 2 below and in the >>SAP Anywhere Referral Program Guide<< SAP desires to grant Participant as an independent undertaking the non-exclusive and non-transferable possibility to refer Prospects to SAP for SAP Anywhere.

2. Participant must fulfil and maintain during the term of the participation certain requirements set out in detail in the >>SAP Anywhere Referral Program Guide<< prior to taking advantage of the status as a Participant and prior to using SAP’s logos and trademarks.

3. Participant hereby expressly acknowledges and agrees that the general terms and conditions and the >>SAP Anywhere Referral Program Guide<< set forth herein shall constitute the entire Agreement between Participant and SAP. References to an “Article” or “Section” in this general terms and conditions shall refer to the articles and sections in this general terms and conditions unless the context otherwise requires.

Article 1. DEFINITIONS

“Affiliates” means all affiliated companies of SAP in the meaning of the German Stock Corporation Act, section 15.

“Agreement” shall mean these SAP Anywhere Referral Terms and Conditions and the SAP Anywhere Referral Program Guide..

“Customer Contracts” shall mean all agreements entered into between a Partner or SAP, or SAP Affiliates and Prospects regarding SAP Anywhere.

“Customer” shall mean any Prospect which entered into a Customer Contract with SAP, SAP Affiliates or their Partners.

“Foreign Official” shall mean employees and officers of government-owned or controlled companies or enterprises, such as a state-owned oil company, and anyone acting on behalf of a government entity, such as a consultant or negotiator who is representing a state-owned national oil company.

“Government Customer” or “Government Official” shall mean any officer or employee of a government or any department, agency, or instrumentality of the government or a public international organization, such as the Red Cross or World Bank. This includes any person acting in an official capacity for or on behalf of any such government, department, agency or instrumentality or organization.

“Opportunity” shall mean all companies and business people that has been qualified as a Prospect with high interest in entering into a Customer Contract with SAP or its Partners within a defined timeframe described in the >>SAP Anywhere Referral Program Guide<<. Government institutions, Participant itself, its employees, Participant´s subsidiaries or parent or sister companies shall not qualify as Opportunities.

“Partner” shall mean any distribution partner of SAP or an SAP Affiliate.

“Prospects” or “Lead” shall mean all companies and business people which might have interest in entering into a Customer Contract with SAP, SAP Affiliates or their Partners for the use of the software and which are not currently registered as an active opportunity in SAP’s systems.

“Territory” shall mean the territories outlined in the SAP Anywhere Referral Program Guide.

Article 2. ELIGIBILITY

2.1 The following individuals or institutions are not eligible for participation in the SAP Anywhere Referral Program:

- Employees of the SAP group of companies

- Foreign Officials

- Government Officials/Government Customers

- Companies, institution or individuals whose main business focuses on acquisition and sale of addresses for marketing purposes

- Companies, institutions or individuals whose main business focuses on generating revenues by referring prospects and/or leads to vendors (incl. but not limited to SAP) and which do not perform the duties under this Agreement on a secondary to their existing professional activities

- Individuals

2.2 Additional details are set forth in the >>SAP Anywhere Referral Program Guide<<.

Article 3. APPOINTMENT OF REFERRER

3.1 Participant is by no means, however, authorised to negotiate or conclude contracts on behalf of SAP, SAP Affiliates or their Partners nor to otherwise represent or oblige SAP, SAP Affiliates or their Partners in legal transactions.

3.2 Participant shall, however, neither assert nor create the impression vis-à-vis third parties that it is entitled to transact business for SAP, SAP Affiliates or their Partners.

3.3 Participant may not assign or transfer to a third party any rights and/or obligations under the Agreement without SAP’s prior written consent.

SAP Anywhere Referral Program Terms and Conditions

4

3.4 Participant shall be entitled to use the SAP logo as laid down in the >>SAP Anywhere Referral Program Guide<<.

3.5 Participant shall not obtain on SAP´s behalf or provide to SAP any information which is not legally available in the applicable Territory, or which is procurement-sensitive, proprietary, or classified where there is reason to believe that possession of such information is unauthorized, illegal, or unethical.

Article 4. FURTHER OBLIGATIONS OF THE REFERRER

4.1 Participant must ensure that SAP is entitled to use any data or information about the Prospect provided by Participant to a) realize the opportunity (either itself or through its Partners) and b) for its internal business or any marketing purposes, provided the confidentiality of the Participant’s and/or Prospect’s trade secrets is maintained and c) to fulfil SAP obligations under this Agreement. Use of such data or information may include but shall not be limited to any marketing efforts (email, phone, mail contact) required to pursue the opportunity. Participant shall obtain the approval of the Prospect and employees of the Prospect and of its own employees in accordance with the applicable data protection law prior SAP’s aforementioned usage of any data or information provided to SAP. Furthermore, where the consent of a third party or an individual is required, Participant shall ensure that such consent is given.

4.2 Participant must ensure that SAP is entitled to use any data or information about potential Participant provided by Participant for its internal business or any marketing purposes, provided the confidentiality of the Participant’s and/or potential Participant’s trade secrets is maintained. Use of such data or information may include but shall not be limited to any marketing efforts (email, phone, mail contact) required to acquire a potential Participant. Participant shall obtain the approval of the potential Participant and employees of the potential Participant and of its own employees in accordance with the applicable data protection law prior SAP’s aforementioned usage of any data or information provided to SAP. Furthermore, where the consent of a third party or an individual is required, Participant shall ensure that such consent is given.

4.3 Participant acknowledges the rights of SAP, and of companies affiliated with SAP within the meaning of Sec. 14 of the German Stock Corporation Act [Aktiengesetz], in the trademarks, business names and corporate signs used by them. Participant shall refrain from any acts which might damage the reputation of these marks of SAP or of companies affiliated with SAP. Participant shall refrain from acts aimed at registering or having registered such marks – or marks sufficiently similar to the same so as to pose a risk of confusion with these – in its own name, nor shall it claim and postulate rights in such marks.

4.4 Participant agrees that at all times it will comply with applicable laws, rules and regulations, including but not limited to international and local anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act. Participant shall comply with SAP’s Partner Code of Conduct. Only payments that are allowable under applicable law, regulation or administrative requirement shall be due and payable by SAP under this Agreement. Neither party will, directly or indirectly, make or offer bribes, kickbacks, or other payments of money or anything of value to anyone, including officials, employees, or representatives of any government, company, or public or international organization, or to any other third party, for the purpose of wrongfully obtaining or retaining business related in any way to SAP Products or Services. This includes giving money or anything of value to any third party where there is reason to believe it will be passed on to anyone involved in the business decision process for the purpose of influencing the decision. When dealing with others, including other SAP business associates, Participant will exercise reasonable due diligence to uncover and respond to potential warning signals that may indicate potential issues and will notify SAP of such incidents.

4.5 Participant shall not pay or tender directly or indirectly any commission or finder´s or referral reward to any firm or person in connection with its activities for SAP.

4.6 Participant represents and warrants that neither Participant nor any person or entity acting on Participant’s behalf has paid, offered or promised to pay, or authorized the payment of any monies or anything of value to any government official, government employee, political party official or candidate, or officer or employee of any public international organization or an immediate family member of such persons (such parties, Prohibited Parties) for the purpose of influencing any act or decision of such official or of the government in order to secure or retain business or favorable treatment on behalf of SAP (such payments, Prohibited Payments). Furthermore, Participant shall ensure that no such Prohibited Payments are paid, offered or promised, or authorized to Prohibited Parties in the future by Participant or any person or entity acting on Participant’s behalf.

Participant represents and warrants that it has no financial or ownership interest in any Prospects and that Participant will not personally gain from the conclusion of a Customer Contract other than as set forth in this Agreement.

4.7 Participant guarantees that it has not been convicted of or pleaded guilty to an offence involving fraud, corruption or moral turpitude and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment or otherwise ineligible for government procurement programs.

5

4.8 Participant shall inform SAP without delay if Participant, after having been admitted to the SAP Anywhere Referral Program, does not any longer fulfil the eligibility criteria set out in Article 2 above and in the >>SAP Anywhere Referral Program Guide<<.

Article 5. COMPETITON

During the term of the Agreement, Participant shall not be prohibited from manufacturing, providing, selling or marketing products or services which compete directly or indirectly with products or services offered by SAP.

Article 6. OBLIGATIONS OF SAP

6.1 SAP may make available to Participant at no charge as appropriate and within a reasonable scope selected standard sales documents and product descriptions relating to SAP Anywhere. Participant shall not be entitled to use such documents and descriptions for any other purposes than referring leads to SAP.

6.2 SAP may make accessible to Participant at no charge as appropriate such selected technical and commercial information with reference to SAP Anywhere including advertising and marketing material that is required for the fulfilment of the obligations of Participant under the Agreement.

6.3 At least once a quarter, SAP shall inform Participant by electronic means about the status of opportunities registered by Participant with SAP. Further details on how to obtain such information are described in the >>SAP Anywhere Referral Program Guide<<.

Article 7. PROVISION OF OPPORTUNITIES

7.1 SAP will decide on the acceptance or refusal of an opportunity based on the rules and guidelines as laid down in the >>SAP Anywhere Referral Program Guide<<.

7.2 In case of a rejection of an opportunity, Participant shall not be entitled to any reward. SAP shall inform Participant about acceptance or rejection of an opportunity.

Article 8. FINDER’S FEE

8.1 Participants will receive a Finder’s Fee (reward) under the conditions and at the amount set forth in this Agreement. If Participant has entered into a Partner agreement with SAP regarding re-sale of SAP Anywhere, Participant shall only receive the rewards set out in this Article 8 and the >>SAP Anywhere Referral Program Guide<< for opportunities realized by SAP or another Partner.

8.2 Payment of Finder’s Fee is always subject to a valid SAP Anywhere Referral. Participant shall not have any claim towards SAP regarding Finder’s Fee for leads accepted or deals closed after termination of the SAP Anywhere Referral Program participation by Participant in accordance with

Article 13.1. Participant’s claims remain unaffected in case SAP terminates the Agreement regularly in accordance with Article 13. In this case Participant may still claim rewards towards SAP for opportunities accepted and/or closed within 24 months as of acceptance.

Leads registered during a previous participation in the SAP Anywhere Referral Program shall not be revived upon re-application/re-acceptance of Participant in the SAP Anywhere Referral after termination as outlined above.

Furthermore there will be no reward for opportunities that were not closed successfully within a 12 months period as of acceptance of such opportunity by SAP.

8.3 Subject to the collaboration duties of Participant, the following rewards may be granted in accordance with >>SAP Anywhere Referral Program Guide<<.

- Opportunity Referral Reward

Participant does not receive an Opportunity Referral Reward for an opportunity accepted by SAP.

- Closing Reward

Participant receives a Closing Reward (Finder’s Fee) in case a Customer Contract is concluded as a direct result of the Participant’s Opportunity provided to SAP.

Participant acknowledges expressly, that, Participant´s claim towards Opportunity Referral Reward and/or Closing Reward shall be forfeit where Participant does not fulfil its collaboration duties in the timeframe set out in >>SAP Anywhere Referral Program Guide<<.

8.4 Participant shall, however, not receive a Closing Reward or reimburse a Closing Reward already received

- Insofar as it has been determined that Customer does not pay for the SAP Anywhere although it has been delivered in accordance with the respective Customer Contract.

- Insofar as it has been determined that Customer does not pay because the Customer Contract will not, partially not, or not in the manner agreed upon be performed due to reasons beyond the control of SAP.

8.5 The Opportunity Referral Reward and the Closing Reward are exclusive of the applicable statutory value-added tax and shall be the sole payments to Participant by SAP under this Agreement. SAP shall not be obliged to reimburse Participant for any expenses incurred in connection with Participant´s performance of its obligations under this Agreement. SAP shall not be responsible for payment of any income or other tax in connection to Finder’s Fee paid to Participant.

8.6 SAP shall make available to Participant a statement of the Participant’s respective reward owed by SAP. Such statement shall include details about Participant´s rewards owed by SAP insofar as the Opportunity has been accepted by SAP and in case of the Closing Reward, Customers have

6

already paid the remuneration to SAP or the respective Partner of SAP.

8.7 Rewards shall be due within ten days of said statement and shall be paid by SAP within 30 days after due date by transfer of reward.

8.8 The Participant will receive a monetary reward. Details are set forth in the >>SAP Anywhere Referral Program Guide<<.

8.9 In the event SAP has reason to believe that a breach of the Agreement above has occurred or may occur, SAP may withhold further payments until such time as it has received confirmation to its satisfaction that no such breach has occurred or will occur. SAP shall not be liable to the Participant for any claims, losses or damages whatsoever related to its decision to withhold payments under this provision.

8.10 With payment of Opportunity Referral Reward and Closing Reward by SAP, SAP and Participant agrees that Participant shall have no further claim against SAP arising out of the provision of lead and of conclusion of Customer Contracts - including subsequent contracts - concluded by SAP or Partners of SAP; for further details please see the SAP Anywhere Referral Program Guide, in particular regarding coverage of claims based on subsequent Customer Contracts.

Article 9. DAMAGES

9.1 SAP shall be liable for damage only to the extent that (1) it is caused by SAP through violation of a material or cardinal obligation due to slight negligence in a way that endangers the purpose of the Agreement, or (2) it is caused by gross negligence or wilful intent on SAP’s part or (3) it is covered by a guarantee which SAP has assumed.

9.2 If SAP (1) is liable for a slightly negligent violation of a material or cardinal obligation in a way that endangers the purpose of the agreement, or (2) for a grossly negligent violation through simple vicarious agents [einfache Erfüllungsgehilfen] (i.e. not bodies or executives) of SAP, SAP’s liability shall be restricted to the damage typically foreseeable for such type of contract.

9.3 In the cases of Clause 9.2 no liability shall exist for indirect damage, consequential damage caused by defect or loss of profit.

9.4 In the cases of Clause 9.2 SAP’s entire liability shall be limited to EURO 50.000,00 per case and damage to property, and to EURO 100.000,00 per year.

9.5 Except for cases of liability according to the German Product Liability Act [Produkthaftungsgesetz], in the event of injury to life, body and health, for a defect after assumption of a guarantee by SAP, or in the event of fraudulently concealed defects, the foregoing liability restrictions and statute of

limitations shall apply for all claims for damages, irrespective of their legal cause, including claims based on tort.

9.6 The aforementioned liability restrictions shall include claims against employees of, or persons authorised by SAP.

Article 10. AUDIT

In the event SAP has reason to believe that a breach of any provision of the Agreement has occurred or may occur, SAP shall have the right to audit the activities and records of the Participant in order to satisfy itself that no such breach has occurred. Upon the Participant’s written request, SAP shall select an independent third party to conduct such audit. The Participant shall fully cooperate in any audit conducted by or on behalf of SAP.

Article 11. CHANGES TO TERMS

11.1 SAP reserves the right to change these SAP Anywhere Referral Program Terms and Conditions, the >>SAP Anywhere Referral Program Guide<<, and related documents to which the aforementioned are referring to.

11.2 Any of the above changes shall become effective three (3) months after explicit notice by SAP to the Participant.

11.3 If the justified interests of the Participant are negatively affected by any of the above changes, the Participant is entitled to terminate the Agreement with immediate effect within this three month period. If the Participant does not terminate within the said period, the changes are deemed to be accepted by the Participant.

Article 12. TERM

12.1 The Agreement enters into force on the day on which the registration with the SAP Anywhere Referral Program is completed and shall remain in effect until terminated in accordance with Article 13.

12.2 Upon termination of this Agreement, the Participant must cease all activities in the context of the Agreement.

Article 13. TERMINATION

13.1 The Agreement may be terminated by either Party at any time with immediate effect by providing the other party with an appropriate termination in writing or by using the termination option on the Referral Program Portal (as described in detail in the >>SAP Anywhere Referral Program Guide<<.

13.2 The right to termination for good cause shall not be affected thereby.

13.3 Such good cause exists in particular but not limited to if:

a) a party becomes insolvent, an application to initiate insolvency proceedings or composition proceedings against a party has been rejected for lack of assets, executions against a party have been fruitless, or

7

execution measures against a party have been initiated and not cancelled within one month (e.g. cancellation of an attachment); or

b) a party has breached material provisions of the Agreement; material provisions are in particular the obligations under Articles 2, 3, 4, 14 and 16; or

c) a party fails to comply with a contractual obligation under the Agreement in any other way and, if any remedy or cessation of this violation of obligation is possible, does not refrain from such violation within 10 days after being requested to do so by the other party; or

d) the proprietors or shareholders of the Participant’s company change materially so that the business interests of SAP are materially affected (for example, if a direct competitor of SAP becomes a direct or indirect share-holder); or

e) the Participant does not respect the terms and conditions set forth in the >>SAP Anywhere Referral Program Guide<<.

Article 14. CONFIDENTIALITY

14.1 Participant may use the trade and business secrets it obtained knowledge of from SAP only for the performance of the Agreement and notably must not make these accessible to third parties. Trade and business secrets notably comprise all information which Participant obtained knowledge of in connection with the intended conclusion and performance of the Agreement and which has been marked as confidential or secret, or for which confidentiality or the need to keep secret is apparent from the circumstances or the content of the information.

14.2 Employees of Participant who are obliged to know such trade and business secrets for the proper performance of the Agreement and where Participant ensures that they have been informed of the confidentiality undertaking contained herein and who are obliged to adhere to such obligation shall not be deemed third parties within the meaning of Clause 14.1.

14.3 The confidentiality undertaking shall not apply if Participant can furnish proof that the trade and business secrets concerned (a) were already known to it prior to obtaining these from SAP, or (b) are or become generally known through no fault of Participant, or (c) were disclosed to it by another person without the latter violating contractual or statutory obligations by obtaining or conveying such information, or (d) were independently developed by the Participant, or (e) have to be disclosed under statutory regulations, or (f) have to be disclosed due to a court order or an obligation under administrative law, or (g) may be disclosed by the Participant as a result of SAP releasing it from its confidentiality undertaking.

14.4 The Participant shall use all economically feasible efforts to keep confidential the documents and information made available to it by SAP, and notably treats them with the same care as its own documents and information of similar importance.

14.5 The duties set out in clauses 14.1 to 14.4 shall continue to apply even after termination of the Agreement until the business and trade secrets become publicly known.

14.6 Clauses 14.1 to 14.5 shall apply analogously vis-à-vis SAP for trade and business secrets of the Participant/Prospect subject to the provisions laid down in the Agreement.

Article 15. DATA PROTECTION

15.1 Both parties use information technology to store and process data concerning their business relationships. They must observe any applicable data protection laws including but not limited to national implementations of the EC Directive 95/46/EC.

15.2 Both parties are responsible for permitting the personal data to be processed and for protecting the rights of the data owner.

Article 16. TRANSFERABILITY AND SUB-CONTRACTING

16.1 SAP is free to transfer the Agreement to any SAP Affiliate. SAP shall notify such transfer or intention to transfer without undue delay. Upon such transfer being effective, SAP shall no longer be party to the Agreement, but only the transferee.

16.2 SAP is free to use third parties as sub-contractors for fulfilling its obligations under the Agreement. SAP shall continue to be liable for such obligations. SPEZIELL AUSZAHLUNG

16.3 Participant shall not be entitled to transfer the Agreement to any third party without SAP’s prior consent. Participant shall also not be entitled to assign the Agreement in connection with a merger, acquisition or other combination involving Participant.

Article 17. NOTICES

Notices are only effective if given in written form. Notices may be provided by email.

Article 18. GOVERNING LAW / PLACE OF JURISDICTION

18.1 All legal relations in connection with the Agreement shall exclusively be governed by and the Agreement shall be construed in accordance with the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the referral rules of the German conflict of laws.

18.2 SAP’s registered office shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement. SAP shall, however, be entitled to bring claims against Participant at Participant’s place of business.

8

Article 19. MISCELLANEOUS

19.1 The Agreement represents the entire provisions relating to the subject matter of the Agreement and replaces all previous provisions agreed between the Parties in respect of the subject matter of the Agreement. The >>SAP Anywhere Referral Program Guide<< forms part of this Agreement. No oral side agreements have been made.

19.2 Any changes and amendments to the Agreement and any cancellation of the Agreement require written form. This also applies to the cancellation of this written form requirement. Any changes and amendments can also be sent by email.

19.3 The Participant must comply with all Federal, State and local laws and regulations which are applicable to activities pursuant to this Agreement.

19.4 If one or several provisions of the Agreement are or become invalid this shall not affect the validity and enforceability of the remaining provisions. The parties agree to replace an invalid or unenforceable provision by a valid and enforceable provision, which (from an economic point of view) comes closest to such provision.