Solution Provider Agreement - Unisys Corp. and Sagent Technology Inc.(Jun 26, 1997)
TABLE OF CONTENTS
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PAGE
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Article 1. Definitions.......................................................................1
Article 2. License...........................................................................2
Article 3. Compensation and Royalties........................................................3
Article 4. Support, Maintenance and Training.................................................4
Article 5. Marketing and Publicity...........................................................5
Article 6. Professional and Technical Services...............................................6
Article 7. Term of the Agreement.............................................................7
Article 8. Confidentiality...................................................................7
Article 9. Confidentiality Exceptions........................................................9
Article 10. Warranty..........................................................................9
Article 11. Patent Copyright and Trade Secret Indemnification................................11
Article 12. Notices..........................................................................12
Article 13. Agency...........................................................................12
Article 14. Limitation of Liability..........................................................12
Article 15. Law..............................................................................12
Article 16. Assignment.......................................................................13
Article 17. Amendments.......................................................................13
Article 18. Special Marketing Situations.....................................................13
Article 19. Entire Agreement.................................................................13
Article 20. Miscellaneous Provisions.........................................................14
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ATTACHMENTS
ATTACHMENT A Software Specifications
Support Services
Professional/Technical Services
ATTACHMENT B Royalty/Pricing
Support Service Pricing/Fees
Professional/Technical Services Fees
ATTACHMENT C Unisys Travel Policy
ATTACHMENT D Insurance Requirements
ATTACHMENT E Sagent Training Description
EXHIBITS
EXHIBIT 1 Software Data Sheets and Definitions
EXHIBIT 2 Escrow Agreement
EXHIBIT 3 Sagent End User Agreement
EXHIBIT 4 Sagent End User Support Agreement
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ATTACHMENT A -SOFTWARE SPECIFICATIONS/SERVICES
UNISYS
SOLUTION PROVIDER AGREEMENT
THIS AGREEMENT (the "Agreement") is made by and between Unisys
Corporation (hereinafter "Unisys"), a Delaware corporation with offices located
at Township Line and Union Meeting Roads, Blue Bell, Pennsylvania 19424, and
Sagent Technology Inc. (hereinafter "PROVIDER"), a California corporation with
offices located at 2225 E. Bayshore Road, Suite 100, Palo Alto, CA 94303.
WITNESSETH:
WHEREAS, PROVIDER has developed a set of software programs known as the
"Data Mart Solution".
WHEREAS, Unisys is a supplier of technology-based solutions and services
on a global scale, and has marketing experience in the Information Management
industry.
WHEREAS, PROVIDER wishes to provide its Data Mart Solution software to
Unisys and Unisys wishes to receive this software for its marketing programs.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS
A. "Software" means the components of Data Mart Solution software
in object code form developed by PROVIDER and described in
Attachment A, and any Enhancements developed by PROVIDER during
the term of this Agreement.
B. "Documentation" means any or all user and technical manuals in
English developed by or for PROVIDER regarding the elements of
the software, whether in hard copy, magnetic media, or other
form. Documentation includes but is not limited to the reference
manuals and user guides and manuals.
C. "Subsidiary(ies)" shall mean a corporation, company or other
entity of which thirty percent (30%) or more of whose
outstanding voting shares or securities are, now or hereafter,
owned or controlled directly or indirectly by Unisys.
D. "Affiliate(s)" shall mean a corporation, company or other entity
of which more than ten percent (10%) but less than thirty
percent (30%) of whose outstanding voting shares or securities
are, now or hereafter, owned or controlled, directly or
indirectly by Unisys.
E. "Third Party(ies)" shall include third party participants,
system integrators, distributors, dealers, and other such
entities who are either a corporation,
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company, or other entity engaged in marketing products made by
or for or marketed by Unisys.
F. "End-Users(s)" shall mean the clients of Unisys and/or its
Subsidiaries, Affiliates, and Third Parties who are granted a
sublicense to use the Software.
G. "Source Code" shall mean the Software as written in the symbolic
programming language employed by PROVIDER to develop Software
and which when compiled and/or assembled is transformed into an
Object Code form of Software. Source Code shall also include
design documentation, including but not limited to functional
specification, file structures, etc.
H. "Object Code" shall mean the machine executable form of Software
which results from the compilation and/or assembly of the Source
Code.
I. "Enhancements" shall mean modifications, improvements,
enhancements or added functionality to the Software, in Object
Code form, developed by or for PROVIDER, which result in new or
improved versions of the Software and that PROVIDER generally
releases to its customers.
ARTICLE 2. LICENSE
A. Subject to the terms and conditions of this Agreement, PROVIDER
hereby grants to Unisys, and Unisys hereby accepts from PROVIDER
a non-exclusive, worldwide right and license during the term of
this Agreement to:
(i) translate or have translated all or any portion of the
Documentation.
(ii) Internally use copies of Sagent's Software, one copy per
computer, for the purposes of demonstrating, maintaining
and supporting the Software, subject to PROVIDER's
standard End User agreement attached hereto as Exhibit
3. Neither Unisys nor its distributors shall grant End
Users and/or its Systems Integrators Demonstration Only
copies.
(iii) Unisys may distribute the PROVIDER's Software, outlined
in Exhibit 1, the server portion of which must be
installed on an existing Unisys server and/or a new
Unisys server. Unisys may exercise the foregoing
distribution right through Third Parties, provided,
however, that (a) such Third Parties may only distribute
the PROVIDER's Software pursuant to written distribution
agreements with Unisys no less protective of PROVIDER's
rights than this Agreement, (b) Unisys shall use its
best efforts to supervise and enforce its rights against
such Third Parties with respect to such Third Parties'
distribution of PROVIDER's Software, and (c) such Third
Parties comply with the license restrictions set forth
herein, including but not limited to the distribution
restrictions set forth above, and the restrictions set
forth in Section 2C and Section 2D. Nothing in this
Agreement is intended to benefit any 3rd Party.
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B. All right, title and interest to any copyrights inherent in any
translations of the Documentation shall vest in PROVIDER and
Unisys shall assign all right, title and interest therein to
PROVIDER. UNISYS shall execute all documents and take all
reasonable actions necessary to perfect such assignment.
C. Except as expressly provided herein, no right, title or interest
is granted by PROVIDER to Unisys relating to the Software other
than as set forth in Section 2A. Unisys shall not authorize any
third party to modify, alter, reverse engineer, disassemble or
decompile the Software.
D. Shrink Wrap. Software provided to Unisys hereunder is subject to
license and not sale. The Software packaging provided by
PROVIDER includes PROVIDER's standard End User agreement.
E. Proprietary Rights. Unisys agrees that PROVIDER retains all of
its right, title and interest in, and to all patent rights,
trademarks, trade names, inventions, copyrights, know-how and
trade secrets relating to the Software. The use by Unisys of any
of these property rights is authorized only for the purposes
herein set forth and upon termination of this Agreement for any
reason such authorization will cease except as to licenses
already granted to end users. Unisys shall not remove, alter,
cover or obfuscate any copyright notices or other proprietary
rights notices placed on or embedded in the Software by
Provider.
ARTICLE 3. COMPENSATION AND ROYALTIES
A. PROVIDER shall receive a fee or royalty, as set forth in
Attachment B.
B. Unisys may order each required copy of the Object Code from
PROVIDER. All orders issued by Unisys will be in writing via a
valid purchase order, will include the applicable price for each
copy of the Object Code as set forth in Attachment B, and will
be forwarded to PROVIDER at the address set forth in this
Agreement. Such purchase orders are for the purpose of
identifying types and quantities of the Object Code to be
shipped and requested delivery dates. Only the terms and
conditions of this Agreement will apply to such orders. Any
additional terms and conditions contained on any purchase order
or any PROVIDER acknowledgment document shall be of no force or
effect unless agreed to by the other party. One set of the user
Documentation will be provided with each copy of the Object
Code. All copies shall be shipped F.O.B. PROVIDER's facilities.
Orders placed by Unisys' Japanese joint venture, Nihon Unisys
Limited (NUL), will be fulfilled by an authorized Sagent
Distributor in Japan. Unisys shall pay the amount specified in
an order within forty-five (45) days after PROVIDER ships
Software copies pursuant to such order as previously described,
Software copies shall be shipped in PROVIDER's standard
packaging. Payment shall be in U.S. Dollars. Any overdue amount
shall bear interest at a rate of 8% per annum or the maximum
rate allowed by law if less.
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C. Unisys shall pay PROVIDER the cost of materials, shipping, and
any applicable taxes for those Software copies which will be
used by Unisys solely for demonstration, support or maintenance
purposes.
D. An End-User will be entitled to make backup copies of the
Software as set forth according to Sagent's Shrink-Wrap license
agreement attached hereto as Exhibit 3. No royalty will be
payable on the End-User backup copies.
E. All amounts payable will be exclusive of all applicable taxes,
including, but not limited to, VAT, duties, withholding and
other taxes not based on Provider's income. All such taxes if
any shall be paid by Unisys.
F. Except as otherwise provided herein, no royalty or other
payments are due from Unisys to PROVIDER or PROVIDER to Unisys.
Unisys shall pay for maintenance as set forth in Attachment B.
ARTICLE 4. SUPPORT, MAINTENANCE AND TRAINING
A. Within 15 days after the Effective Date of this Agreement,
PROVIDER shall name Unisys as a beneficiary to the current
Source Code in escrow, pursuant to the terms and conditions of
Exhibit "2" (Escrow Agreement). Unisys shall be responsible for
annual escrow fees ($300 per year).
B. PROVIDER will provide support directly to Unisys end-users who
have purchased a maintenance agreement from Sagent via the
Standard Support Agreement attached hereto as Exhibit 4. During
the term of this agreement, Unisys may exercise the option to
provide Level 1 and/or Level 2 support to its end-users
according to PROVIDER's standard support terms and conditions as
detailed in Attachment B.
C. PROVIDER will make reasonable effort to provide pre-sales
support to Unisys, in the form of advisory meetings and sales
training of Unisys personnel, as well as making presentations
and demonstrations of the Software to potential end-users
identified by Unisys, at the prevailing rates as outlined in
Exhibit B. PROVIDER shall be accompanied on all sales calls in
accounts where Unisys provided a lead, by a Unisys
representative. UNISYS shall pay PROVIDER at its standard rates
and UNISYS shall bear all reasonable expenses incurred by
PROVIDER in connection with PROVIDER's activities under this
Section and according to the fees outlined in Exhibit B. All
expenses are subject to terms of Unisys' Travel Policy attached
hereto.
D. PROVIDER will make reasonable effort to provide technical
support for installation, configuration, usage and systems
integration by Unisys at PROVIDER's current prevailing rates as
outlined in Exhibit B Unisys shall pay PROVIDER at its standard
rates and UNISYS shall bear all reasonable expenses incurred by
PROVIDER in connection with PROVIDER's activities under this
Section.
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E. PROVIDER will make reasonable effort to provide technical and
marketing training to Unisys personnel through PROVIDER's
standard training as detailed in Appendix E. Provider will
provide Unisys with training according to the pricing and fees
outlined in Exhibit B. If the said training is at Unisys
facility, Unisys shall reimburse PROVIDER for its reasonable
travel expenses, per the provisions of Attachment C.
F. PROVIDER shall make reasonable effort to furnish training in the
installation, maintenance, operation, modification and
enhancement of the Software through PROVIDER's standard training
as detailed in Appendix E; Provider will provide Unisys with
training according to the pricing and fees outlined in Exhibit
B.
ARTICLE 5. MARKETING AND PUBLICITY
A. Unisys shall be responsible for its marketing and sales
activities and may conduct these activities as it considers
appropriate.
B. As requested by Unisys, and subject to PROVIDER's availability,
PROVIDER will use reasonable efforts to actively support and
assist marketing, sales and technical support activities, and
will maintain qualified marketing and technical personnel to
engage in marketing, sales, and technical support activities
hereunder.
C. With advance authorization from Unisys, PROVIDER shall be
reimbursed, in accordance with Attachment C, for travel and
living expenses incurred by PROVIDER personnel in connection
with making presentations, the preparation of proposals and
other pre-sales activity.
D. During the term of this Agreement, Unisys shall have the right
to indicate to the public that it is an authorized distributor
of the Software and to use the trademarks, marks, and tradenames
that Provider may adopt from time to time ("Provider
Trademarks") including:
Sagent
the Sagent Logo
Information Studio
Flashcube
Sagent Design Studio
Starmart
In the promotion and distribution of the Software, provided that
upon thirty days' prior written notice, Provider may substitute
alternative marks for any or all of the Provider Trademarks. All
representations of Provider Trademarks that Unisys intends to
use shall first be submitted to Provider for approval (which
shall not be unreasonably withheld) or shall be exact copies of
those used by Provider. In addition Unisys shall fully comply
with
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all reasonable guidelines, if any, communicated by Provider
concerning the use of Provider Trademarks.
Unisys shall not alter or remove any of the Provider Trademarks
applied to the Software by Provider. Except for the
authorization set forth in this Section, nothing herein grants
or will be deemed to grant to Unisys any right, title or
interest in Provider Trademarks. All uses of Provider Trademarks
will inure solely to Provider, and Unisys shall obtain no rights
with respect to any of these Provider Trademarks, other than the
right to distribute the Software as set forth herein, and Unisys
irrevocably assigns to Provider all such right, title and
interest if any obtained under or as a result of distribution
under this agreement in any Provider Trademarks. At no time
during the term of this Agreement will Unisys challenge or
assist others in challenging the Provider Trademarks or the
registration thereof, or the attempt to register any trademarks,
marks or trade names confusingly similar to those of Provider.
Upon termination of this Agreement, Unisys shall immediately
cease to use any and all of the Provider Trademarks.
Provider and Unisys shall enter into registered user agreements
with respect to the Provider Trademarks pursuant to applicable
trademark law requirements in the Territory. Unisys shall be
responsible for proper filing of registered user agreements with
applicable government authorities in the Territory and shall pay
all costs or fees associated with such filing.
E. PROVIDER will provide Unisys with 100 copies of all available
marketing collateral. Additional copies of Sagent's marketing
collateral are available from Sagent at Sagent's then current
standard cost plus any applicable costs and taxes, unless
otherwise agreed to in writing by the parties.
ARTICLE 6. PROFESSIONAL AND TECHNICAL SERVICES
PROVIDER shall, during the term of this Agreement, perform professional
and/or technical services, as set forth in Attachment A (hereinafter
"Services"), as mutually agreed upon between Unisys and PROVIDER, at
fees as set forth in Attachment B, and in accordance with schedules to
be mutually agreed upon between the parties. Any special terms and
conditions required relative to the provision of Services by PROVIDER
hereunder shall be mutually agreed upon by the parties prior to PROVIDER
providing any services hereunder. With advance authorization from
Unisys, PROVIDER shall be reimbursed, in accordance with Attachment C,
for travel and living expenses incurred by PROVIDER personnel in
connection with providing Services. If Services are performed by
PROVIDER at either a Unisys or End-User location, then insurance shall
be maintained as set forth in Attachment D.
ARTICLE 7. TERM OF THE AGREEMENT
A. The term of this Agreement shall be for twenty-four (24) months
from the Effective Date and continue until terminated or
canceled as provided herein.
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B. This Agreement may be terminated by either party for cause, in
the event that the other party substantially fails to perform
any of its material obligations hereunder and said cause is not
corrected within 30 days after delivery of written notice from
the non-defaulting party specifying such cause.
C. If a party (i) is involved in any proceedings under any
bankruptcy or other insolvency laws, or laws for the relief of
debtors; (ii) has a receiver or other court appointee named for
its business or property; (iii) makes an assignment for the
benefit of creditors; (iv) is unable to make payments as they
become due; (v) fails to make payments as they become due; (vi)
is liquidated, dissolved, or its existence is terminated; then
the other party may suspend performance under this Agreement
and/or terminate this Agreement immediately upon written notice.
D. Upon any termination or expiration of this Agreement, all rights
granted to Unisys to use the Software and to distribute the
Software to End-Users shall terminate.
E. The termination of this Agreement shall not cancel, terminate or
affect any product licenses that have already been delivered to
Unisys's sublicenses previously granted to End-Users.
F. In addition to the rights and obligations which survive as
expressly provided for elsewhere in this Agreement, the Sections
and Attachments which by their nature should survive, shall
survive and continue after any termination or cancellation of
this Agreement, and specifically Sections 1, 2.B, 2.C, 7.D, 8,
9, 10, 11, 12, 13, 14, 15, 16, 17, and 19 shall survive the
termination or expiration of this Agreement.
ARTICLE 8. CONFIDENTIALITY
During the term of this Agreement, the parties, to the extent of their
right to do so, and as is required for each to perform its obligations
hereunder, may exchange proprietary and confidential information.
A. Proprietary and confidential information is defined as
information which the disclosing party desires to protect
against unrestricted disclosure or competitive use, and which is
furnished pursuant to this Agreement appropriately identified as
being proprietary or confidential when furnished.
B. The receiving party of proprietary or confidential information
including the Software, agrees to hold such information in
confidence for a period of three years from the date of its
receipt, except in the case of Source Code for which the
obligation shall continue until the occurrence of any
circumstance listed in Article 9 below.
C. The parties each will designate in writing one or more
individuals within their own organization as the only person(s)
for receiving proprietary or
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confidential information exchanged between the parties pursuant
to this Agreement.
D. All proprietary or confidential information received from the
other party will be in tangible form, clearly identified as
proprietary or confidential, to the individual designated to
receive proprietary or confidential information.
E. Proprietary or confidential information which is exchanged may
be used only by the receiving party in connection with the
Agreement or in the performance of an End-User contract.
F. Neither party shall divulge or use, for any purpose not
connected with the effort contemplated in this Agreement, any
program or system concept or other information disclosed to it
by the other party in connection with the performance of this
Agreement, and marked with a proprietary or confidential legend,
to any person or office other than appropriate End-Users to
which proposals or reports must be submitted.
G. Neither party may disclose the other party's confidential
information to any third party without such other party's prior
written consent. It is further agreed that each party will
require that all third parties, if any, receiving proprietary or
confidential information protect the same in accordance with the
provisions contained herein.
H. The standard of care for protecting such information, imposed on
the party receiving such information, will be that degree of
care the receiving party uses to prevent disclosure, publication
or dissemination of its own proprietary or confidential
information.
I. Neither party shall be liable for the inadvertent or accidental
disclosure of proprietary or confidential information if such
disclosure occurs despite the exercise of the same degree of
care as such party normally takes to preserve the
confidentiality of its own data or information of like
importance but in no event less than a reasonable degree of
care. Notwithstanding the foregoing, Source Code shall be
treated as follows. Access to and use of the Source Code shall
be limited to Unisys's employees and contractors on a
need-to-know basis. Unisys shall inform all such employees or
contractors that the Source Code is a trade secret of PROVIDER
and must be kept confidential. Unisys agrees to use reasonable
care in selecting its personnel allowed to work with such trade
secret or proprietary information and will inform each employee
or contractor working with such Source Code. That Unisys is
prohibited from disclosing, transferring, licensing,
sublicensing, selling, assigning, distributing, or giving such
confidential trade secret information to any third party without
the express prior written consent of PROVIDER. Unisys shall be
fully responsible for the conduct of all its employees, agents,
and representatives with respect to their treatment of the
Source Code. All employees and contractors given access to any
Source Code shall have signed a confidentiality agreement with
Unisys which obligates them to keep third party information
confidential during and after termination of the individual's
employment or other relationship with Unisys. Unisys shall be
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fully liable to PROVIDER for any breaches of the provisions of
this Section by any persons given access to the Source Code
hereunder.
ARTICLE 9. CONFIDENTIALITY EXCEPTIONS
The obligation with respect to the protection and handling of
proprietary or confidential information, as set forth in this Agreement,
is not applicable to the following:
A. Information which becomes lawfully known or available to the
receiving party from a source other than the disclosing party,
including the End-User, without breach of this Agreement by the
recipient.
B. Information developed independently by the receiving party.
C. Information which becomes available to the receiving party by
inspection or analysis of products available in the market.
D. Information which is within, the public domain without breach of
this Agreement by the recipient.
E. Information publicly disclosed with the written approval of the
disclosing party.
F. Information disclosed by the party providing the same to others
on a non-restricted basis.
G. Nothing herein shall restrict either party from disclosing any
portion of such information on a restricted basis pursuant to a
judicial or other lawful order, but only to the extent necessary
to comply with such order and provided the party required to
disclose such information provides notice to the other party
promptly after learning of such requirement.
ARTICLE 10. WARRANTY
A. Except as may otherwise be specifically set forth in this
Agreement, PROVIDER warrants that it owns the entire right,
title and interest in and to the Software and Documentation,
PROVIDER's sole obligation in the event of any breach of the
above warranty shall be to indemnify Unisys as set forth in
Section 11.
B. PROVIDER warrants that it has the right and power to grant the
licenses and rights set forth in this Agreement. PROVIDER's sole
obligation in the event of any breach of the above warranty
shall be to indemnify Unisys as set forth in Section 11.
C. PROVIDER warrants that (i) the Software, as supplied, will, for
a period of 90 days after the effective date of this Agreement,
perform in all material respects in accordance with its
specifications and the Documentation, and (ii) the Documentation
accurately describes the features, functions, and use of
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the Software. In case of non-performance, PROVIDER shall correct
the Software to remedy such non-performance. PROVIDER's sole
obligation in the event of any breach of the above warranty
shall be to either replace the Software or to use commercially
reasonable efforts to remedy any material problem whichever
option PROVIDER deems appropriate.
D. PROVIDER warrants that no material portion of the Software is
not in the public domain.
E. PROVIDER warrants that it has no knowledge as of the effective
date of this Agreement of any patents or copyrights which are
infringed or may be infringed, or any trade secrets or other
proprietary rights of other parties which are or may be
misappropriated or violated by using, making, copying, licensing
or distributing the Software and Documentation.
F. PROVIDER warrants that it has agreements with its employees and
contractors which are sufficient for the fulfillment of
PROVIDER'S obligations pursuant to this Agreement.
G. PROVIDER warrants that the software shall not cause erroneous
date calculations due to miscalculations by the Software as a
result of the year 2000 date change. Sagent further warrants
that the software includes the ability to manage and manipulate
all data involving dates or date fields which include indication
of century to ensure year 2000 compatibility. At Unisys request
and upon reasonable notice, PROVIDER will provide evidence
sufficient to demonstrate adequate testing of the Software to
meet the foregoing requirements.
H. EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY HAS MADE ANY
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION
OF LAW OR OTHERWISE, CONCERNING THE SOFTWARE, THE DOCUMENTATION,
THE SCOPE OR DURATION OF ANY MARKETING EFFORT, OR THE SUCCESS OF
ANY SUCH MARKETING EFFORT. NEITHER PARTY HAS RELIED ON ANY
EXPRESS OR IMPLIED REPRESENTATION OF THE OTHER PARTY, WRITTEN OR
ORAL, AS AN INDUCEMENT TO ENTERING INTO THIS AGREEMENT. IN NO
WAY LIMITING THE FOREGOING, PROVIDER SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE, AND
THE DOCUMENTATION.
I. PROVIDER makes no warranties of any kind to any third parties
and Nothing in this Agreement is intended to benefit any 3rd
Party.
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ARTICLE 11. PATENT COPYRIGHT AND TRADE SECRET INDEMNIFICATION
A. PROVIDER, at its own expense, will defend, indemnify, and hold
harmless Unisys and its Subsidiaries, Affiliates and End-Users
against any claim, liability, damage or expense (including
attorneys' fees) that the use or distribution permitted
hereunder of the Software and Documentation furnished pursuant
to this Agreement infringe any United States patent or copyright
or such Software or Documentation are subject to claims of
misappropriation of trade secrets protected under law, provided
Unisys: (1) gives PROVIDER prompt written notice of such claim,
(2) permits PROVIDER to solely defend or settle the claims, and
(3) provides all reasonable assistance to PROVIDER in defending
or settling the claims. If Unisys does not have the authority to
permit PROVIDER to solely defend or settle a claim brought
against an End-User, PROVIDER shall be under no obligation to
indemnify any person for any damage award assessed against any
such person.
B. If the Software or Documentation are held to be an infringement
or misappropriation for which Unisys is indemnified by PROVIDER,
and their use is enjoined, PROVIDER shall, at its option and
expense, (1) procure for Unisys the right to continue to utilize
the Software and Documentation pursuant to the license and other
rights granted herein, or (2) replace or modify the Software or
Documentation in such a way that they shall not continue to
constitute such infringement or misappropriation; or (3) if
PROVIDER in its sole discretion determines that neither of the
foregoing are reasonable, terminate Unisys' licenses. PROVIDER
may, at its option and expense, take any of the actions set
forth in subsections (1), (2) or (3) above in the event that
PROVIDER reasonably believes that the distribution reproduction
or use of the Software or Documentation could possibly be
enjoined.
C. PROVIDER will not defend or indemnify Unisys or End-Users if any
claim of infringement or misappropriation results from
alteration of Software or Documentation by any person other than
PROVIDER or combination with any other software or hardware, and
such infringement would not exist based on use of the unaltered
Software or Documentation or the Software or Documentation
absent of such combination.
D. This section 11 states the entire liability of PROVIDER and
Unisys sole and exclusive remedy for patent or copyright
infringement or trade secret misappropriation or infringement or
misappropriation of any other intellectual property right, with
respect to the Software and Documentation.
E. Unisys, at its own expense, will defend, indemnify, and hold
harmless PROVIDER against any claim, liability, damage or
expense (including attorneys' fees) that the modifications in
the form of customization, nationalization and implementation
services furnished pursuant to this Agreement infringe a patent
or copyright or are subject to claims of misappropriation of
trade secrets protected under law, provided PROVIDER: (1) gives
Unisys prompt written notice of such claim, (2) permits Unisys
to
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defend or settle the claims, except that Unisys may not, without
PROVIDER's written consent, settle any claim or enter into any
consent decree that has a material adverse effect on PROVIDER,
and (3) provides all reasonable assistance to Unisys in
defending or settling the claims.
ARTICLE 12. NOTICES
All notices, certificates, acknowledgments and other reports hereunder,
shall be in writing and shall be deemed properly delivered when duly
mailed by registered letter to the other party at its address as first
written above, or to such other address as either party may, by written
notice, designate to the other. Such notices, certificates,
acknowledgments and other reports hereunder, shall be sent to the
respective Contract Administrator, as noted below, or as the same may be
changed from time to time by notice similarly given.
For Unisys: Terry C. Ludvigson
For PROVIDER: Kathy D. Ovalle
ARTICLE 13. AGENCY
This Agreement is not intended by the parties to constitute or create a
joint venture, partnership, or formal business organization of any kind,
and the rights and obligations of the parties shall be only those
expressly set forth herein. Neither party shall have authority to bind
the other except to the extent authorized herein. The parties shall
remain as independent contractors at all times and neither party shall
act as the agent for the other.
ARTICLE 14. LIMITATION OF LIABILITY
In no event shall either party be responsible or liable for any
indirect, special, punitive, incidental or consequential damages,
including lost profits, of the other party or any third party, whether
or not either party has been advised of the possibility of such damages.
In no way limiting the foregoing, in no event shall PROVIDER be able for
lost profits or for any loss of data or other damage to other intangible
items. Except for a breach of Section 8, in no event shall PROVIDER's
liability arising out of this Agreement exceed the greater of $35,000 or
the amount of money actually paid by Unisys hereunder.
ARTICLE 15. LAW
This Agreement shall be subject to the laws of the Commonwealth of
Pennsylvania. If any part, term or provision of this Agreement shall be
held void, illegal, unenforceable, or in conflict with any law of a
federal, state or local government having jurisdiction over this
Agreement, the validity of the remaining portions or provisions shall
not be affected thereby.
12
<PAGE> 15
ARTICLE 16. ASSIGNMENT
This Agreement may not be assigned or otherwise transferred by either
party in whole or in part without the express prior written consent of
the other party, which consent will not be unreasonably withheld. The
foregoing shall not apply in the event either party shall change its
corporation name or merge with or have substantially all of its assets
acquired by another corporation.
ARTICLE 17. AMENDMENTS
This Agreement shall not be amended or modified, nor shall any waiver of
any right hereunder be effective unless set forth in a document executed
by duly authorized representatives of both parties. The waiver of any
breach, term, covenant or condition herein contained shall not be deemed
to be a waiver of such term, covenant or condition or any subsequent
breach of the same or any other term, covenant or condition herein
contained.
ARTICLE 18. SPECIAL MARKETING SITUATIONS
When requested by Unisys, PROVIDER agrees to review the royalties and
fees payable by Unisys to PROVIDER when mutual benefit may be achieved
in response to special marketing situations.
ARTICLE 19. ENTIRE AGREEMENT
This Agreement contains all of the agreements, representations and
understandings of the parties hereto and supersedes and replaces any and
all previous understandings, commitments or agreements, oral or written
between the parties. No third party may enforce the provisions of this
Agreement against PROVIDER.
Unisys understands and acknowledges that PROVIDER is subject to
regulation by agencies of the United States Government, including, but
not limited to, the U.S. Department of Commerce, which prohibits export
or diversion of certain Software and technology to certain countries.
Any and all obligations of PROVIDER to provide the Software, as well as
any other technical information or assistance shall be subject in all
respects to such United States laws and regulations as shall from time
to time govern the license and delivery of technology and Software
abroad by persons subject to the jurisdiction of the United States,
including the Export Administration Act of 1979, as amended, any
successor legislation, and the Export Administration Regulations issued
by the Department of Commerce, Bureau of Export Administration. Unisys
warrants that it will comply with the Export Administration Regulations
and other United States laws and regulations governing exports in effect
from time to time.
13
<PAGE> 16
0.1 Governmental Approvals. Unisys represents and warrants
that it will obtain all required approvals of the
government of any country outside the United States in
which it markets or distributes the Software in
connection with this Agreement.
0.2 Applicable Laws. Unisys agrees that it will comply with
all applicable laws of each jurisdiction applicable to
Unisys' activities under this Agreement.
ARTICLE 20. MISCELLANEOUS PROVISIONS
1.1 Severability. If any provision of this Agreement is held by
a court of competent jurisdiction to be contrary to law, such
provision shall be changed and interpreted so as to best
accomplish the objectives of the original provision to the
fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.
1.2 Force Majeure. Except for Unisys' obligations to pay
PROVIDER hereunder, neither party shall be liable to the other
party for any failure or delay in performance caused by reasons
beyond its reasonable control, including but not limited to acts
of God, earthquakes, strikes or shortages of materials.
IN WITNESS WHEREOF, this Agreement has been duly signed by authorized
representatives of the parties and shall become effective as of the latest date
set forth below (the "Effective Date").
UNISYS CORPORATION SAGENT TECHNOLOGY INC.
(PROVIDER)
By: /s/ TERRY C. LUDVIGSON By: /s/ THOMAS M. LOUNIBOS
------------------------------- ---------------------------------
Name: Terry C. Ludvigson Name: Thomas M. Lounibos
----------------------------- -------------------------------
Title: Mgr. Technical Procurement Title: VP Sales
---------------------------- ------------------------------
Date: June 27, 1997 Date: June 27, 1997
----------------------------- -------------------------------
14
<PAGE> 17
ATTACHMENT A - SOFTWARE SPECIFICATIONS/SERVICES
SOFTWARE SPECIFICATIONS AND DEFINITIONS
The PROVIDER's software that makes up the Unisys Solution may include
the following Sagent packages:
Package #1 - Data Mart Population Only
Overview: This package provides data mart population capabilities
(extraction, transformation and load). No end user capabilities are included.
Components:
- 1 Sagent "Data Mart Population" Server, which includes a "data mart
population" agent and a repository
- 1 Sagent Admin
- 1 Sagent "Data Mart Population" Design Studio - Same as Oracle version, except
for:
* Batch loaders for all supported databases
* Pivot transform?
* No Training
Package #2 - OLAP Only
Overview: This package provides end user OLAP capabilities for non-Web users. No
data mart population capabilities are included. This is an ideal package for
organizations who purchase the Oracle Data Mart Suite and then need additional
OLAP capabilities.
Components:
- 1 Sagent "OLAP" Server, which includes an 11OIAP" agent and a repository
- 1 Sagent Admin
- 1 Sagent "OLAP" Design-Studio
* No load transforms
* No batch loaders
- 20 Sagent Information Studios
- 20 Sagent Analysis
* No Training
Package #3 - Web OLAP Only
Overview: This package provides end user OLAP capabilities for non-Web and Web
users.
Components:
- 1 Sagent "OLAP" Server, which includes an "OLAP" agent and a repository
- 1 Sagent Admin
A-1
<PAGE> 18
- 1 Sagent "OLAP" Design Studio
* No load transforms
* No batch loaders
- 20 Sagent Information Studios
- 20 Sagent Analysis
- 1 Sagent WebLink
* No Training
Package #4 - Basic Integration
Overview: This is a combination of packages 1 and 2.
Components:
- 1 Sagent "Integrated" Server., which includes
* an agent that does both "data mart population" and "OLAP"
* a repository
- 1 Sagent Admin
- 1 Sagent "Integrated" Design Studio, which includes the functionality for
* "data mart population"
* "OLAP"
- 20 Sagent Information Studios
- 20 Sagent Analysis
* 2 Days of Training
Package #5 - Web Integration
Overview: This is a combination of packages 1 and 3
Components:
- 1 Sagent "Integrated" Server, which includes
* agent that does both "data mart population" and "OLAP"
* a repository
- 1 Sagent Admin
- 1 Sagent "Integrated" Design Studio, which includes the functionality for
* "data mart population"
* "OLAP"
- 20 Sagent Information Studios
- 20 Sagent Analysis
- 1 Sagent WebLink
* 2 Days of Training
A-2
<PAGE> 19
Add on components can be provided on top of an initial Sagent Package outlined
above, the product Descriptions and Definitions are outlined below.
<TABLE>
<CAPTION>
PROVIDER Software Description Definitions
----------------------------- -----------
<S> <C>
Sagent "OLAP" Agent See Exhibit "1"
Sagent "Integrated" Agent See Exhibit "1"
Sagent WebLink See Exhibit "1"
Sagent Admin See Exhibit "1"
Sagent Design Studio See Exhibit "1"
5-pack of Sagent Information Studio See Exhibit "1'
5-pack of Sagent Analysis See Exhibit "1"
</TABLE>
SUPPORT SERVICES
Available Support Services will include telephone support, in which we
will answer technical questions from designated persons about the
installation and use of covered Software products; Maintenance Releases,
in which we will provide our copyrighted inline releases and workarounds
as available (we will not undertake individual fixes for you); Upgrades,
in which we will provide new product releases (signified by a change in
the version number) as substitutes for covered Software; and other
generally available Technical Materials. Note that Maintenance Releases
and Upgrades, where applicable, may not be used to increase the total
number of copies of the Software. After upgrade or maintenance this
agreement will only apply to the upgraded or maintained versions of a
Software product; you agree to destroy or archive (but not use or
transfer) the prior version.
PROFESSIONAL/TECHNICAL SERVICES
TECHNICAL SUPPORT SERVICES
The Professional Support program is designed to give you access to Sagent
Technology's Technical Support Analysts. These analysts are available to insure
the continued operation of your Sagent product. This includes working with a
Sagent system that has gone down, assisting with the initial setup of new
systems, and other problems that arise from the use of our products. Technical
Support Services does not include the development of custom code, or detailed
product training.
DESIGNATED PROFESSIONAL SUPPORT CONTACTS
Maintaining a clear line of communication between your organization and Sagent's
Technical Support department is key to making sure you get the most from the
A-3
<PAGE> 20
Professional Support program. As such, it is important that you designate
specific individuals within your organization that become the primary contacts
for working with Sagent Technical Support. These individuals, who are familiar
with the technical workings of your company's systems, help by managing the flow
of information to the Support Analysts to insure that responses are focused on
the problem at hand. The number of contacts within your organization that have
access to Sagent Technical Support is specified in your support agreement, and
is determined by you based on your need.
WORKING WITH TECHNICAL SUPPORT
Sagent Technical Support tracks your issues based on an incident model. While we
do not limit you to a specific number of incidents, we do use incidents to make
sure that each issue that you have is resolved to the best of our ability. An
incident is defined as a single support issue that can not be broken down into
smaller support issues. Each of these incidents is tracked individually, and can
be referenced by you when you contact us.
CONTACTING SAGENT TECHNICAL SUPPORT BY PHONE
Use the phone to contact Sagent Technical Support whenever you have a
time-critical or business-critical problem. Sagent Technical Support is
available from 6:00 AM to 5:00 PM PST, Monday through Friday. If we are unable
to answer your call immediately, you will be given the option to leave a voice
mail message. In the message, please be sure to give us your name, company name,
a description of the problem, and a phone number that you can be reached at. All
calls that go to voice mail will be responded to within two business hours. If
we fail to connect with you on the return call, we will leave a message (if
possible) with an appropriate time to follow up.
CONTACTING SAGENT TECHNICAL SUPPORT BY ELECTRONIC MAIL
For problems that are not time-critical, you can contact us via the Internet at
Techsupport@SagentTech.com. We will respond to all mail messages within one
business clay of the time it arrives at Sagent Technical Support. Please be sure
to include a full description of the problem, your name, your companies name,
and a return e-mail address.
ESCALATION PROCESS
Step 1 - All new technical support issues are handled initially by
our support analysts. Our support analysts are trained to deal
with the majority of all support issues, and most support issues
are resolved at this step.
Step 2 - If an issue comes up that can not be handled by the support
analyst, it is given one of the following priorities.
A) CRITICAL For business outages, or issues, that have a
serious customer impact which threatens future
productivity.
B) IMPORTANT For issues that do not have a significant current
impact on customer productivity.
Step 3 - CRITICAL issues are immediately escalated to Sagent's upper
management, team to determine the proper course of action.
A-4
<PAGE> 21
IMPORTANT issues are escalated to an escalation review
committee, which meets regularly to determine the proper course
of action for these escalation's.
Step 4 - The course of action determined in Step 3 is communicated to the
customer, and a estimated time to complete is given.
A-5
<PAGE> 22
ATTACHMENT B - ROYALTY/PRICING/FEES
All fees due under this contract are net forty-five (45)-from the invoice date,
unless otherwise agreed to in writing.
Sagent Product Packaging and Pricing
<TABLE>
<S> <C>
Package #1 - Data Mart Population Only Price: $[*]
Package #2 - OLAP Only Price: $[*] for 20 non-Web users
Package #3 - Web OLAP Only Price: $[*] for 20 non-Web users and
unlimited Web users
Package #4 - Basic Integration Price: $[*] for 20 non-Web users
Package #5 - Web Integration Price: $[*] for 20 non-Web users and
unlimited Web users
</TABLE>
Component Pricing
These prices are only available to customers after purchasing one of the above
packages:
Sagent "Data Mart Population: Agent: Not available.
Additional "data mart population" agents are only available by purchasing
additional "data mart population" packages at volume discounts.
<TABLE>
<S> <C>
Sagent "OLAP" Agent: $[*]
Sagent "Integrated" Agent: $[*]
Sagent WebLink: $[*]
Sagent Admin: $[*]
Sagent Design Studio: $[*]
5-pack of Sagent Information Studio: $[*]
5-pack of Sagent Analysis: $[*]
</TABLE>
ROYALTY/PRICING
Unisys shall utilize the following discount schedule to determine pricing for
the initial fifteen (15) months after the execution of this Agreement. Discounts
will be based off of Sagent's then current list price for the products specified
in Attachment A. For products
B-1
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 23
sold internationally, Unisys discounts will be based on Sagent's current
International List Price.
These step based discounts will be reset on an annual basis, and are calculated
based on product revenue generated to Sagent in any one given annual period.
Unisys shall immediately be entitled to increasing discount levels as each
revenue plateau is reached.
<TABLE>
<CAPTION>
STEP PRICING SCHEDULE:
ANNUAL SAGENT REVENUE PERCENT DISCOUNT
<S> <C> <C>
$0 - $665,000 [*]%
$665,001 - $1,470,000 [*]%
$1,470,001 - $2,475,000 [*]%
$2,475,001 - above [*]%
</TABLE>
DEMONSTRATION SOFTWARE COPIES
Unisys will purchase demonstration only copies for internal use at cost,
and will pay for any shipping and all applicable taxes.
Development/Internal Use Licenses
Unisys will purchase development/Internal use licenses at [*]% of the
list price outlined above. Sagent will invoice, and Unisys authorizes
Sagent to bill Unisys for two (2) existing in-house development licenses
plus maintenance and support.
End users may make backup copies as specified in the Sagent End-User License
Agreement including in Sagent's packaging. Attached as Exhibit 3 is the
standard Sagent End-User License Agreement and attached as Exhibit 4 is
the standard Sagent Maintenance and Support Agreement.
SUPPORT & PROFESSIONAL/TECHNICAL SERVICES PRICING/FEES
WHEN SAGENT PROVIDES UNISYS END-USER SUPPORT
Sagent shall provide Unisys' End-User with Level 1, Level 2 and Level 3 Support.
Sagent shall also provide maintenance and upgrade product releases to Unisys
End-Users.
Unisys End User must pay annual support fees as follows:
Sagent provides Level 1,Level 2, and Level 3 support during normal business
hours, Monday - Friday, 6 AM - 5 PM Pacific Time - [*]% of product list price.
or
Sagent provides Level 1, Level 2, and Level 3 support 24 hours a day, 7 days a
week $[*] per year
B-2
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 24
i. WHEN UNISYS PROVIDES UNISYS END-USER SUPPORT
Unisys shall provide "Level 1 Support", and Sagent shall supply "Level 2
Support" and/or "Level 3 Support".
"Level 1 Support" shall mean assistance to customers' non-technical questions,
such as shipment status and licensing issues, and technical questions that can
be solved from lists of known problems and frequently asked questions, including
basic customer questions regarding release information, basic product features
and functionality.
"Level 2 Support" shall mean assistance to customer cases which are deemed too
difficult or involved to be handled by under Level 1 Support and include cases
involving in-depth research or problem solving regarding product features,
operations, or functionality.
"Level 3 Support" shall mean assistance to customer cases which are deemed to
difficult or involved to be handled by Level 2 Support and include cases
involving the reproduction of high severity/difficulty issues, those which
require verification of problem reproductions developed by Level 2 Support
staff, and those which involve undocumented product features or functionality.
Unisys must pay annual support fees as follows:
Sagent provides Level 2 and/or Level 3 support during normal business hours,
Monday Friday, 6 AM - 5 PM Pacific Time (includes one training class for Unisys
Support organization) - $[ * ] per year
or
Sagent provides Level 2.and/or Level 3 support, 24 hours a day, 7 days a week
(includes one training class for Unisys Support Organization) - $[ * ] per
year
Unisys provides product upgrades directly to its customers through a gold disk
program $[ * ] per year or [ * ]% of product list price per customer license.
ii. DEVELOPMENT LICENSE MAINTENANCE AGREEMENT FEES
Annual maintenance and support fees for any Development License purchased by
Unisys shall be equal to [ * ]% of the then current list price for each
development license purchased, or [ * ]% of the purchase price of the
Development Site License.
iii. DEVELOPMENT AND CERTIFICATION FEEL
B-3
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 25
Sagent will provide development and certification for interfaces to Unisys data
management systems not to exceed $[ * ] per interface.
TRAINING FEES
TRAINING CLASSES are $[ * ] per day for up to 10 participants, plus any related
travel or business expenses incurred. Should a training class exceed 10
participants, then an additional fee of $[ * ] per student will be charged.
rates.
CONSULTING FEES
CONSULTING is available from Sagent for a fee of $[ * ] per day (8 hours)
plus any related travel or business expenses.
B-4
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 26
ATTACHMENT C - UNISYS TRAVEL POLICY
UNISYS TRAVEL POLICY
Lodging: Accommodations shall be selected in accordance with the hotels
and the corresponding rates indicated in the Unisys Hotel
Directory, whenever possible.
The itemized hotel bill must be submitted as a receipt.
Meals: The cost of all meals will be reimbursed on an actual/reasonable
basis, except meals provided free of charge on airlines, at
hotels, at Unisys facilities, at Unisys sponsored meetings, etc.
Meals provided free of charge shall be itemized as such. Any meal
cost of ten dollars ($10) or greater must be supported with a
charge card or otherwise valid receipt.
Car Rental: The rental of an automobile at a rate in excess of major rental
agency rates for standard automobiles is prohibited. The itemized
car rental agreement form must be submitted as a receipt.
Travel: All personnel must travel by coach or economy class for air and
rail travel. Unisys authorized travel of personnel by private
auto shall be compensated at the rate of twenty-one cents ($0.21)
per mile, plus tolls and parking fees. The ticket form for air or
rail travel must be submitted as a receipt.
The above information is provided as a guideline and shall be adhered to
whenever possible. However, all reasonable, actual expenses incurred which are
submitted and supported by appropriate receipts (any expense of ten dollars
($10) or greater must be supported with a charge card or otherwise valid
receipt) shall be reimbursed.
C-1
<PAGE> 27
ATTACHMENT D - INSURANCE REQUIREMENTS
PROVIDER shall maintain Worker's Compensation and Employer's Liability Insurance
upon its employees as required by law. PROVIDER shall also maintain
Comprehensive Liability Insurance for all operations necessary and incidental to
providing Services pursuant to this Agreement including coverage of all
automobile exposure, all property liability exposure and contractual liability
exposure. PROVIDER shall maintain insurance to at least the following minimum
amounts:
1. Worker's Compensation with Emit of statutory amount;
2. Employer's Liability Insurance with limit of one hundred thousand
dollars ($100,000);
3. Comprehensive Automobile Liability Insurance, with a combined single
limit of one million dollars ($1,000,000) for bodily injury, death or
property damage arising from any one occurrence; and
4. Comprehensive General Liability including Broad Form Contractual and
Completed Operations, with a combined single limit of one million
dollars ($1,000,000) for bodily injury, death or property damage arising
from any one occurrence.
Such policies shall name Unisys as an additional insured and provide that
coverage may not be canceled without ten (10) days prior written notice to
Unisys. Such insurance. shall not be deemed a limitation of any liability of
PROVIDER, but PROVIDER shall furnish the Unisys Contract Administrator with
certificates of insurance in a form acceptable to Unisys and prior to the
furnisl1ing of Services under this Agreement.
Such insurance shall be primary, not contributing with, and not in excess of,
coverage which Unisys may carry. The insurance afforded by these policies
applies separately to each insured against whom claim is made or suit is
brought in the same manner as such insured would be covered if the policy
insured only such party. The inclusion of such additional insured shall not
increase the policy limits.
D-1
<PAGE> 28
Sagent Technology Training Program
CERTIFIED TRAINING PROGRAM
Sagent Technology, Inc. founded in June 1995, has developed a high
performance, integrated solution for Windows NT-based data marts.
Sagent's solution consists of a series of desktop modules that allow
users to query and analyze data stored in relational based data marts,
and an application server that provides a number of services to
effectively build and manage these data marts.
In order for Sagent's customers to effectively use the integrated data
mart solution, Sagent will work with a selected group of training
partners to ensure consistent high quality education. Sagent will focus
the building of training partnerships around several key goals. These
goals include:
o Ensure Sagent concepts and tools are taught accurately
and professionally.
o Provide customers with training in regionalized or on
site locations.
o Provide customers with training from reputable,
experienced Data. Warehousing consulting firms that wish
to deliver Sagent Training.
Sagent wants to ensure that our customers are receiving the highest
quality training available in the industry. Delivery of effective
training requires that Sagent's training partners are able to not only
deliver high quality education services, but additionally, can provide
necessary consulting services and on site implementation services in
helping to deliver data marts or data warehouses. This ability to
provide value added offerings to Sagent's technology will require that
our training partners are able to fulfill the following requirements
before delivering Sagent Training.
o Training Partners will first become Sagent Consulting
Partners.
o Training Partners must complete the Training
Certification Process.
o Training Partners will deliver customer training with
Certified Sagent Trainers.
o Training Partners will use the most current, official
Sagent Training Materials
o Training Partners will pay the necessary fees and keep
their accounts current.
o Training Partners agree to sponsor their Certified
Trainers through additional certification, when
necessary, to update trainer's skills and product
knowledge.
E-1
<PAGE> 29
Certification Process
Sagent's process for training providers will consist of three phases.
These phases are required in order to successfully deliver high quality
training to Sagent's customers. Certification will be provided on a
course by course basis. The phases necessary for each courses include:
o ATTEND SAGENT TRAINING CLASS.
This phase allows the candidate instructor to build foundation
of understanding in Sagent's courseware and technology. The
candidate instructor(s) will attend a Sagent class as if they
were a student, this will allows these candidates to listen and
learn about Sagent concepts and products.
o CO-TEACH SAGENT COURSE
This phase requires the candidate instructor to co-teach a
Sagent Teaching course with a Sagent Trainer. Candidates must
deliver at least 50% of each training day during this phase.
o TEACH THE SAGENT COURSE.
This phase requires the candidate instructor to completely teach
a training course in the presence of a Sagent instructor. -
Once the three phases are completed for each course, the candidate
instructor is then certified to teach the course(s) to Sagent's
customers.
CERTIFICATION PRICING - $ [*]
The entire certification cost for the three-phase process for all three
courses is $15,000. This pricing will include the following:
(1) SEAT IN A SAGENT TRAINING COURSE
(1) SEAT IN A SAGENT CO-TEACH TRAINING COURSE
(1) SEAT IN A PARTNER HELD TRAINING COURSE
Note: Travel and Expenses is not included in the certification pricing
TRAINING MATERIALS FOR PARTNER HELD COURSES: ONE TIME FEE $ [*]
Note: Many of our Training Partners may currently offer a class similar
to the Concepts of Data Marts and Dimensional Modeling class. Upon
approval by Sagent's Training Director, a similar class may be
substituted.
E-2
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 30
ANNUAL FEE
o An annual fee of $[*] will be charged to cover the Sagent
costs of materials development, class development, class
scheduling and class registration. This fee is due upon each
anniversary of Training Partner Certification.
Sagent's Class Offerings
For the first version of Sagent's product line, Sagent Training will
include the following three classes:
o Concepts of Data Marts and Dimensional Modeling (1 Day). This
class provides the basic concepts of Data Warehousing and will
focus on general database design, performance, modeling, and
industry knowledge for Sagent corporate clients who want a
fundamental understanding of star schemas, data marts, and the
steps necessary to convert data from operational schemas to
query optimized schemas.
o Introduction to Sagent Information Studio (1 Day). This class is
for the non-technical Sagent user who needs an understanding in
how to navigate and effectively use Sagent's Information Studio
to retrieve, save, schedule, and share corporate information
from the data mart. This class requires no knowledge of
Structure Query Language (SQL) or database design concepts.
o Introduction to Sagent Administration and Design (1 Day).- This
class is for the technical Sagent user who will be involved in
installing, configuring, and maintaining the Sagent Data Mart
Server. This class is also focused on helping the
Administrator/Designer with the ability to create and distribute
Sagent Base Views and Meta Views. Information will be provided
regarding the Data Flow Editor and its use in extracting from
operational and data warehouse data sources, and populating data
mart data sources.
Sagent Training Partner Program Contract
TRAINING COSTS
COURSEWARE DEVELOPMENT [*] FEE
Train the Trainer Class on Data Extraction (4 Months additional
Development Effort)
Data Mart Design (Star Schemas)
Building Base Views
Building Meta Views
Building Data Transformation Plans
Building Data Movement Transforms
E-3
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separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 31
Building New Transforms
Sagent Data Mart Administration
COURSEWARE ANNUAL MAINTENANCE $[*] FEE
Reselling of courseware on a per student royalty basis $[*] per
student
COURSEWARE ANNUAL MAINTENANCE $[*] PER YEAR
TRAIN THE TRAINER CERTIFICATION PROCESS $[*] PER TRAINER
Sagent's process for training and certifying training providers will
consist of three phases. These phases are required in order to
successfully deliver high quality training to Sagent's customers.
Certification will be provided on a course by course basis. The phases
necessary for each courses include:
o ATTEND SAGENT TRAINING CLASS.
This phase allows the candidate instructor to build foundation
of understanding in Sagent's courseware and technology. The
candidate instructor(s) will attend a Sagent class as if they
were a student, this will allows these candidates to listen and
learn about Sagent concepts and products.
o CO-TEACH SAGENT COURSE
This phase requires the candidate instructor to co-teach a
Sagent Teaching course with a Sagent Trainer. Candidates must
deliver at least [*]% of each training day during this phase.
o TEACH THE SAGENT COURSE.
This phase requires the candidate instructor to completely teach
a training course in the presence of a Sagent instructor. Once
the three phases are completed for each course, the candidate
instructor is then certified to teach the course(s) to Sagent's
customers.
TRAINING POLICY
On-site Training
o Only The Sagent Data Mart Solution class is offered for on-site
training.
o This class can provide emphasis for either Data Movement or OLAP
if required.
o Scheduling for these classes will depend on the trainers
availability. Refer to the Sagent Training Schedule for dates
trainer is not available for on-site training.
o Purchase Orders for On-site Training must clearly state that the
trainer's travel expenses are the responsibility of the
customer.
Enrollment
o Please submit enrollment forms as far in advance as possible to
ensure seating availability for Sagent Corporate classes and to
ensure trainer availability for On-site Training.
E-4
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 32
Attachment E - Sagent Training Description
o To secure enrollment in a class, Sagent must receive your completed
enrollment form and the enrollment fee.
o Completed enrollment forms should be sent to your Sagent Sales
Representative. The preferred method is via email, but faxed or mailed
forms are acceptable.
o For the enrollment fee, please enclose a copy of your purchase order.
Rescheduling
o Students may reschedule class dates up to seven (7) business days
prior to the class start date. After this deadline, a $100 processing
fee is required to reschedule a class.
Cancellation Policy
o On-site Classes
1. No charge if canceled seven (7) business days or more prior to
the class start date.
2. 50% charge if canceled less than seven (7) business days prior
to the class start date.
o Classes at Sagent Corporate
1. Group cancellations (3 or more students): Same policy as
on-site classes.
2. Individual cancellations: No charge if canceled seven (7)
business days or more prior to the class start date.
3. Cancellations received less seven (7) business days prior to
the class start date will be charged 50%
o Course Cancellation
1. Sagent reserves the right to cancel or reschedule any course
at its discretion.
2. In the event of class cancellation, students will be
rescheduled for the class or payment will be fully refunded.
3. If Sagent is forced to cancel a course for any reason,
liability is limited to the return of the paid enrollment fee.
COURSE OBJECTIVES
At the end of this course, participants should be able to:
o Create & optimize Plans to access, analyze, and collaborate on data
o Use Sagent Analysis to summarize results by multiple dimensions
o Create & optimize graphical, aggregate, & logical views of databases to
optimize querying
o Manage security and environment of a data mart
o Understand the optimal design for data marts
o Extract data from a source database and load it into a target data mart
o Configure WebLink to access the data mart over the Internet
COURSE OUTLINE
DAY ONE: INFORMATION STUDIO AND ANALYSIS
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<PAGE> 33
Attachment E - Sagent Training Description
INTRODUCTION AND CONCEPTS OF SAGENT DATA MART SOLUTION
INFORMATION STUDIO: GETTING STARTED WITH PLANS
INFORMATION STUDIO: ADVANCED WORK WITH PLANS
OVERVIEW OF SAGENT ANALYSIS
USING ANALYSIS WITH BASE FEATURES
DAY TWO: DESIGN STUDIO, SAGENT ADMIN & SAGENT WEBLINK
WHY DATA MARTS
DESIGNING BASEVIEWS
DESIGNING METAVIEWS
TRANSFORMS
LOADING DATA MARTS
BUILDING A STARMART
USING VBA WITH SAGENT PLANS
SAGENT PLANNING
SAGENT ADMIN REPOSITORIES
SAGENT ADMIN USERS
SAGENT ADMIN AGENTS
WEBLINK
INTRODUCTION TO INFORMATION STUDIO
PRICE
Sagent Corporate Only - $[*]/student.
COURSE SUMMARY
This class introduces the students to Sagent's End User Tool, Information
Studio. Via the use of hands-on labs, students will learn how to retrieve data
in a Data Mart or external database using Plans and the tools that allow for
the sorting, filtering, formatting and sharing of the Plan results.
TRAINING AUDIENCE
This course is intended for:
o End Users
o Business Professionals
o Department Managers
o Project Managers
E-6
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 34
Attachment E - Sagent Training Description
COURSE PREREQUISITES
REQUIRED
o Familiarity with Microsoft Windows environment
DURATION
1 day
COURSE OBJECTIVES
At the end of this course, participants should be able to
o Create & optimize Plans to access, analyze, and collaborate on data
o Use Sagent Analysis to summarize results by multiple dimensions
COURSE OUTLINE
DAY ONE: INFORMATION STUDIO
INTRODUCTION AND CONCEPTS OF SAGENT DATA MART SOLUTION
INFORMATION STUDIO: GETTING STARTED WITH PLANS
INFORMATION STUDIO: ADVANCED WORK WITH PLANS
OVERVIEW OF SAGENT ANALYSIS
USING ANALYSIS WITH BASE FEATURES
THE SAGENT DATA MART SOLUTION
PRICE
SAGENT CORPORATE - $[*]/student
ON-SITE TRAINING - $[*] plus Instructor's Travel Expenses for up to 10
students. This price includes emphasizing training in accordance with Data
Movement or OLAP packages.
COURSE SUMMARY
The first day of this two day class introduces the students to Sagent's End User
Tool, Information Studio. Via the use of hands-on labs, students will learn how
to retrieve data in a Data Mart or external database using Plans and the tools
that allow for the sorting, filtering, formatting and sharing of the Plan
results. Participants will learn how to use the Analysis tool to summarize the
results by multiple dimensions and display them in Crosstab or Chart form. The
skills learned on the first day of class will be used as the building blocks of
the second day of the course. The second day focuses on the use of Sagent Tools
for configuring and managing Sagent Data Marts. Administrators will learn how
to optimize the Data Mart environment by using Sagent Admin to configure the
Repository and the agents, and also to control security of the Data Mart by
defining users, groups, and permissions. Also covered on the second day of this
course is focus on the planning, implementation and population of a Data Mart.
Participants will be able to create Data Mart Population Plans using Special
Transforms to restructure data from the OLTP system and will be able to
schedule Plans for automatically updating the Data Mart.
E-7
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
<PAGE> 35
Attachment E - Sagent Training Description
Additionally, participants will learn how to configure user access to Sagent
objects through a Web browser.
TRAINING AUDIENCE
This course is intended for:
o Project Managers
o Database Administrators
o Data Mart Designers
o System Administrators
COURSE PREREQUISITES
REQUIRED
o Familiarity with Microsoft Windows environment
RECOMMENDED
o Network environment
o Security Concepts
o Database concepts
o Database schema design
o Dimensional modeling
o Familiarity with the Internet
DURATION
2 days
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<PAGE> 36
Attachment E - Sagent Training Description
[LOGO] TRAINING ENROLLMENT FORM
Please fill out SECTION 1 - CUSTOMER INFORMATION COMPLETELY
--------------------------------------------------------------------------------
SECTION 1 - CUSTOMER INFORMATION Date
--------------------------------------------------------------------------------
Customer
Name
--------------------------------------------------------------------------------
Street
Address
--------------------------------------------------------------------------------
City,
State, Zip
--------------------------------------------------------------------------------
Customer Phone
Contact Number
--------------------------------------------------------------------------------
Sagent Sales
Representative
--------------------------------------------------------------------------------
To enroll students in classes to be taught at the Sagent Corporate Office, fill
out SECTION 2 - SAGENT CORPORATE CLASSES and leave Section 3 blank. To request
classes to be held at your facility, skip Section 2 and fill out SECTION 3 -
ON-SITE TRAINING. Seating for Corporate Classes is limited. Please select a
first and second choice of training dates from the Sagent Training Sagent
Training Schedule.
--------------------------------------------------------------------------------
SECTION 2 - SAGENT CORPORATE CLASSES
--------------------------------------------------------------------------------
INTRODUCTION TO INFORMATION STUDIO THE SAGENT DATA MART SOLUTION
--------------------------------------------------------------------------------
Number of Number of
Students Students
--------------------------------------------------------------------------------
1st Choice 1st Choice
Training Date Training Dates
--------------------------------------------------------------------------------
2nd Choice 2nd Choice
Training Date Training Dates
--------------------------------------------------------------------------------
Scheduling for on-site courses will depend on the trainer's availability.
Trainer is not available for on-site training on the dates shown on the Sagent
Training Schedule. Please select three different sets of training dates and
list them in order of preference.
--------------------------------------------------------------------------------
SECTION 3 - ON-SITE TRAINING FOR THE SAGENT DATA MART SOLUTION
--------------------------------------------------------------------------------
Package [ ]None [ ]Data Population [ ]OLAP
Emphasis
--------------------------------------------------------------------------------
Number of
Students
--------------------------------------------------------------------------------
1st Choice
Training Dates
--------------------------------------------------------------------------------
2nd Choice
Training Dates
--------------------------------------------------------------------------------
3rd Choice
Training Dates
--------------------------------------------------------------------------------
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<PAGE> 37
EXHIBIT 1
SOFTWARE DATA SHEETS & DEFINITIONS
1. Sagent Data Mart Server
The Sagent Data Mart Solution
The SagentO Data Mart Solution is the first fully integrated family of products
for populating, managing, and accessing Windows NT-based data marts. Sagent's
unique Data Flow Technology lets users process data beyond SQL to create more
powerful sets of information than ever before. It includes the Sagent Data Mart
Server, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
Sagent WebLink.
Sagent Data Mart Server
The Sagent Data Mart Server is an application server that provides a set
of services "wrapped around" a Windows NT-based data mart stored in a
relational database such as Microsoft SQL Server, Oracle or Sybase. The
Sagent Data Mart Server features a multi-threaded, agent-based
architecture and an open, RDBMS-based repository.
Multi-threaded, Agent-based Architecture for High Performance
Information Access
Explicitly designed for the 32-bit, multi-threaded architecture of the
Windows NT operating system, the Sagent Data Mart Server employs
sophisticated software agents that enable high-performance and intuitive
information access. Sagent agents can perform multiple tasks
simultaneously and in the background, thereby allowing users to submit
several requests at once, or to work on other tasks while the Sagent
Data Mart Server executes their requests.
Data Flow Plan Processing
The Data Mart Server runs all Data Flow Plans created by Sagent Design
Studio and Sagent Information Studio. This application server takes full
advantage of multi-threading to run multiple data processing steps at
one time, completing tasks faster. Sagent's server also improves
performance by processing data on the server, avoiding any issues of
network bandwidth between the client and the server.
Results Splicing
Often the fastest way to answer a business question is to run multiple
SQL statements in parallel rather than submitting one large, complex SQL
statement. The Sagent Data Mart Server can run multiple, simple SQL
statements to get information from a data mart and then "splice" the
results together before sending them to the desktop. This results in
vastly improved query performance.
Aggregate Navigation
Instead of always calculating aggregates on the fly, the Sagent Data
Mart Server can access pre-aggregated information in the data mart to
answer users' requests in the fastest way possible. Database
administrators can establish hierarchies of pre-aggregated values for
the Data Mart Server to use. Sagent also calculates aggregates on the
fly, providing many benefits of both multi dimensional and relational
databases.
Exhibit 1-1
<PAGE> 38
Group Caching
Sagent caches in memory the result sets of end users' requests for
information. This cache can be shared within a workgroup, enabling users
to retrieve commonly accessed information virtually instantaneously. For
example, if one user requests the weekly sales data from the Sagent Data
Mart Server, the next user in that workgroup, to request the same sales
data can receive the results back almost instantly, without having to
pay the price of re-executing the request.
Integration with NT Scheduling Service
Sagent users can schedule both data mart population plans as well as end
user plans. These are run by the Sagent Server through the Windows NT
scheduling service.
Centralized, RDBMS-based Repository for Easy Administration
The Sagent Data Mart Server leverages an integrated repository to
provide central storage of all items in the Sagent environment,
including:
o Metadata ("BaseViews" and "MetaViews")
o Requests for information ("Plans")
o Result sets ("Snaps")
o Data transforms
o Security information
The Sagent Repository is stored completely in relational database
tables. Users can easily share information stored in this central
location. This lets Sagent administrators manage its contents without
having to learn a proprietary file structure. Also, users can easily
share information stored in this central location. In addition, the
Sagent Repository's relational structure enables the easy exchange of
metadata with other products.
Features
o Multi-threaded Architecture
o Software Agents
o Results Splicing
o Aggregate Navigation
o Group Caching
o RDBMS-based Repository
o Fully Managed by Sagent Admin Tool
o Data Mart Design through Sagent Design Studio
Supported Databases
Information Access
o Microsoft SQL Server 6.5
o Oracle 7.2, 7.3
o Red Brick
o Sybase 10, 1 1 o ODBC to DB2
o Informix
o others
Repository Databases
o Microsoft SQL Server 6.5
o Oracle 7.2, 7.3
Exhibit 1-2
<PAGE> 39
o Sybase 10, 1 1
System Requirements
Hardware
o Intel-Based processor o Required 486 processor or higher
o Recommended Pentium Pro processor or higher
Operating System
o Microsoft Windows NT 3.5 or above
Memory
o Recommended 128+ MB for 20 users
Disk Space
o Recommended: 250 Mb (Not including relational database)
Network Protocol Support
o Named Pipes
o TCP/IP
2. Sagent Design Studio(TM)
The Sagent Data Mart Solution
The SagentO Data Mart Solution is the first fully integrated family of products
for populating, managing, and accessing Windows NT-based data marts. Sagent's
unique Data Flow Technology lets users process data beyond SQL to create more
powerful sets of information than ever before. It includes the Sagent Data Mart
Server, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
Sagent WebLink.
Sagent Design Studio
Sagent Design Studio provides an intuitive and graphical environment for data
mart population, metadata creation and the delivery of powerful information to
users. Fast and Easy Data Mart Population.
Scheduled Population
Sagent Design Studio lets you automate population of data marts from OLAP
systems and corporate data warehouses using Sagent's innovative Data Flow
Technology. A Data Flow Plan is a graphical representation of the process of
accessing, transforming and loading or displaying data. Plans can output
information to a user's desktop or batch load data into relational database
tables. Plans can be easily scheduled to populate and refresh your data mart.
Star Schema Population
Sagent supports any relational database schema you choose to use. For maximum
performance, transform routines designed for easily converting data from an OLTP
database into a star schema are provided for you. Transforms include:
o Time Generation for Dimension Tables
o Key Generation for Dimension Tables
o Key Lookup for Fact Tables
o Time Lookup for Fact Tables
Custom Data Transformation
Sagent has integrated Microsoft Visual Basic for Applications and Microsoft
Visual 1 Basic Scripting Edition (VB Script) as its scripting languages so you
can easily develop custom Transforms. Or use your favorite programming tool such
as Visual Basic or C++ to customize a Sagent Data Mart that meets your specific
needs. Sagent also ships with many
Exhibit 1-3
<PAGE> 40
pre-built Transforms that you can simply drag and drop into a plan. Or you can
easily customize Sagent Transforms to meet your requirements.
Intuitive Metadata Creation
The complexities of relational database schemas are easily hidden from end users
by creating metadata layers including BaseViews, logical and graphical displays
of the physical structure of a database, and MetaViews, business representations
for end users to request information.
To create a BaseView, select tables, columns and joins of a database that win be
used to create the MetaViews. Join Groups can also be defined to resolve join
path conflicts. MetaView components can include renamed columns and calculated
columns such as custom formulas and aggregates grouped by business categories.
Multiple MetaViews can be created from one BaseView to give groups different
views of the same data. MetaViews can span multiple data marts to provide end
users with a seamless view of more than one database.
Delivering Powerful Information to Users
Graphically specify actions that would be difficult, or impossible, to do using
SQL. For example, a Data Flow Plan can access data from one or more data marts
using SQL. Then a Sagent standard, or custom transform, can be added to the Plan
to perform functions that SQL can't handle, such as ranking or running averages.
Results can be delivered to an end user's desktop, loaded into a Microsoft Excel
spreadsheet, or dispatched in an electronic mail message.
Features
o Data Flow Plans
o Data Mart Loading Components
o SQL Query
o Join
o Splitter
o Union
o Star Schema Transformation Batch Load
o Save to Table
o Data Calculation
o Rank
o Moving Average
o Moving Total
o Percent of Total
o Running Average
o Running totals
o Column Select
o Memory Sort (outside database)
o Sagent Scripting Components
o VB Script Source - Uses any OLE object as a data source. For
example, use an Access file or an Excel spreadsheet to input
data to a Data Flow Plan.
o VB Script Sink - Use any OLE object as an output display in a
Data Flow Plan. For example, write a script to send the data to
an Excel spreadsheet, an Access database, or a Microsoft Word
document.
o VB Script In Place - Takes records as input, performs a process
and outputs the same number of records to another step.
o VB Script Copy --Takes records as input and lets you output
those plus additional columns.
o C++, Delphi and Visual Basic Custom Components
o Metadata Creation
o BaseViews
Exhibit 1-4
<PAGE> 41
o Up-front Table Selection
o Add/Delete Tables
o Add/Delete Columns
o Add/Delete Joins
o Concatenated Key Support
o Create Join Groups
o Navigator for Viewing Databases
o MetaViews
o Create Multiple Views from Same Data
o A MetaView can Span Multiple Data Marts
o Create Calculated Columns
o Categories of Business Terms within each MetaView
o Importing/Exporting of Sagent Objects, between Repositories
o Search Engine
o Plans
o Snaps
o Filters
o Sorting
o Grouping by Aggregates
o Count
o Count Distinct
o Sum
o Minimum
o Maximum
o Average
o Publish and Subscribe of Plans and Snaps
o Autosubscribe o Live Collaboration
o Scheduling
o Staging Area
o Standard Formatting
Supported Databases
Information Access
o Microsoft SQL Server 6.5
o Oracle 7.2, 7.3
o Red Brick
o Sybase 10, 11
o ODBC to DB2
o others
Repository Databases
o Microsoft SQL Server 6.5
o Oracle 7.2, 7.3
o Sybase 10, 11
System Requirements
Hardware
o Intel-Based processor
o Required 486 processor or higher
o Recommended Pentium processor or higher
Operating System
o Microsoft Windows 95
o Microsoft Windows NT 3.5 or higher
Memory for client workstation
o Required 16 Mb
Network Protocol Support
Exhibit 1-5
<PAGE> 42
o Named Pipes
o TCP/IP
Exhibit 1-6
<PAGE> 43
3. Sagent Information Studio
The Sagent Data Mart Solution
The SagentO Data Mart Solution is the first fully integrated family of products
for populating, managing, and accessing Windows NT(R)-based data marts. Sagent's
unique Data Flow Technology lets users process data beyond SQL to create more
powerful sets of information than ever before. It includes the Sagent Data Mart,
Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and Sagent
WebLink.
Sagent Information Studio
Sagent Information Studio is a graphical tool that lets end users
quickly and easily access and share information stored in Sagent Data
Marts.
Intuitive Information Access
Sagent Information Studio provides an intuitive environment for
end-users to access information in Sagent data marts. Users build
requests for information by choosing from a list of business terms in
the MetaView-a business representation of the data stored in the
database. They don't need to understand where the information is stored
or how it is related. And they are shielded from the complexities of the
database structure. The Sagent server joins the information. A user can
sort, filter, aggregate and manipulate the result set, using live data.
Sagent Searching
Since a Data Mart can contain a large number of records or Parts, Sagent
Information Studio includes a search engine to help users easily find
the information they need. Key words can be associated with Plans and
Snaps to help organize and easily find items of interest.
Plans and Snaps
Sagent Information Studio provides two methods for users to save
information requests. First they can save the requests or "Plans" for
gathering the information. Plans can be executed at any time to get the
most recent data from the Data Mart. In addition, Plans can be shared
with other users and can be scheduled to run at specified times. A
Sagent user can also save the results as a Snap. Snaps are snapshots of
data from a particular point in time. Snaps deliver huge performance and
productivity gains. By saving the results of a request as a Snap, users
can quickly access data without having to run their request again. Snaps
can also be distributed to other users and can be used as a starting
point for further analysis. Since Snaps are stored in relational
database tables, they can be re-queried against-just as with any
database table.
Tight Integration with Microsoft(R) Excel(TM)
Sagent Information Studio offers tight and unique integration with
Microsoft Excel. To place the results of an information request into a
Microsoft Excel spreadsheet, Information Studio users just click a
button. An Excel spreadsheet, with the results in place, automatically
becomes a part of the Information Studio workspace. This innovative
capability enables users to use both Information Studio and Excel from a
single environment.
Powerful Information Access
Sagent Information Studio also features powerful utilities for
delivering critical information to end users in flexible and efficient
new ways. Using the Design
Exhibit 1-7
<PAGE> 44
Studio's Data Flow Plans, power users can specify actions that would be
difficult, if not impossible, to do with SQL. Administrators can hide
the Data Flow functionality from novice users to avoid confusion and
Information Studio users may simply run these plans. Or sophisticated
users can create Data Flow plans themselves. (See the Design Studio Data
Sheet.)
Workgroup Sharing and Collaboration
Sagent Information Studio makes it easy for groups of users to share
information and collaborate to reach better business decisions.
Publish and Subscribe
With Sagent Information Studio, users can publish Plans and Snaps for
others to easily access by subscribing. Once users have subscribed to an
item, Sagent Information Studio automatically notifies them of all
changes made to it by the publisher. This feature is particularly
important for enforcing standardization among users and ensuring that
all members of a workgroup have access to consistent and timely
information.
Live Collaboration
Sagent Information Studio's live collaboration facilities let groups of
users work on Sagent components simultaneously. By "broadcasting" to
other users, a Sagent Information Studio user can allow others to view
the information that is in their workspace. This capability is ideal for
workgroup decision making and for help desk environments.
Features
o Data Flow Plans
o SQL Query
o Join
o Splitter
o Union
o Moving Average
o Moving Total
o Running Average
o Running Total
o Column Select
o Sagent Scripting Components
o VB Script Source-Uses any OLE object as a data source. For
example, use an Access file or an Excel spreadsheet to input
data to a Data Flow Plan.
o VB Script Sink-Use any OLE object as an output display in a
Data-Flow Plan. For example, write a script to send the data to
an Excel spreadsheet, an Access database, or a Microsoft Word
document.
o VB Script InPlace-Takes records as input, performs a process and
outputs the same number of records to another step.
o VB Script Copy-Takes records as input and lets you output those
plus additional columns.
o C++, Delphi and Visual Basic Custom Components
o Ad-hoc Information Requests
o English-like Filters
o Sorting
o Calculated Columns
o Aggregates
Exhibit 1-8
<PAGE> 45
o Count
o Sum
o Minimum
o Maximum
o Average
o Auto-sizing of Columns
o Search Engine
o "Plans"
o "Snaps"
o Scheduling
o Access to Multiple MetaViews
o Run Multiple plans at one time
o Integration with Microsoft Excel
o Standard Formatting
o Live Collaboration
o Publish and Subscribe
o Printing
System Requirements
Hardware
o Intel-Based processor
o 486 processor or higher
Operating System
o Microsoft Windows 95
o Microsoft Windows NT 3.5 or above
Memory
o Recommended 24 Mb
Disk Space
o Maximum Required: 25 Mb
Network Protocol Support
o Named Pipes
o TCP/IP
Exhibit 1-9
<PAGE> 46
4. Sagent WebLink
The Sagent Data Mart Solution
The SagentO Data Mart Solution is the first fully integrated family of
products for populating, managing, and accessing Windows NT-based data
marts. Sagent's unique Data Flow Technology let's users process data
beyond SQL to create more powerful sets of information than ever before.
It includes the Sagent Data Mart Server, Sagent Admin, Sagent Design
StudioO , Sagent Information StudioO and Sagent WebLink.
Sagent WebLink
Sagent WebLink is a server-based information access tool that gives
users of Web browsers access to items developed within the Sagent Data
Mart Solution. It provides out-of-the-box functionality with a pre-built
Intranet access page. Use this page to access information in the Sagent
Data Mart, customize it, or create your own custom interface quickly and
easily with HTML.
Easy Distribution Mechanism
Sagent WebLink enables the easy distribution of Sagent components
("Plans" and "Snaps") to users of Web browsers such as Microsoft
Internet Explorer and Netscape Navigator. Sagent WebLink automatically
converts a result set into an HTML table or a Microsoft Excel
spreadsheet.
The Sagent WebLink pages provide a user interface in HTML that is easy
to get up and running. The Sagent WebLink pages are designed using
frames for simple navigation to different types of information, such as
lists of Plans or Snaps. After specific Plan results display, a click on
another hypertext link or a different button displays the next item.
When users click on a hypertext link for a Plan, Sagent WebLink receives
the request and the Plan is executed to retrieve the latest results from
the database. Current results are obtained each time a request is made.
Works with Any Browser on Any Platform
Sagent WebLink provides platform-independent access to information in a
customizable and secure environment. Just like viewing any Web site,
users access information through their Web browsers from any location
and on any platform that supports Internet browsers.
Features
o Execution of "Plans"
o Viewing of "Snaps"
o Respects Security of Sagent Data Mart Server, RDBMS, and
Microsoft and Netscape Web Servers
o Enhanced for Netscape Navigator and Microsoft Internet Explorer
o Output
o HTML Table
o Microsoft Excel
Exhibit 1-10
<PAGE> 47
o Supplied with Sample Web Page
o Open Environment for Designing Custom Web Page
o Sagent WebLink Command Set
o ISAPI DLL for high performance
o Configurable display of results either globally or
individually
System Requirements
Hardware
o No Special Requirements
Operating System
o Microsoft Windows NT 3.5 or above
Memory
o Required Memory 16 Mb
o Recommended 20 Mb
Disk Space
o Required: 25 Mb
Network Protocol Support
o Named Pipes
o TCP/IP
Client Software
o Any HTML 3.0-compliant Web Browser
Server Software
o Microsoft Internet Information Server
o Any Windows NT-based Netscape Server
Exhibit 1-11
<PAGE> 48
5. Sagent Admin
The Sagent Data Mart Solution
The SagentO Data Mart Solution is the first fully integrated family of products
for populating, managing, and accessing Windows NT-based data marts. Sagent's
unique Data Flow technology lets users process data beyond SQL to create more
powerful sets of information than ever before. It includes the Sagent Data Mart
Serer, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
Sagent WebLink.
Sagent Admin
Sagent Admin delivers comprehensive management and administration capabilities
for Sagent Data Marts. It provides a centralized mechanism to manage a
distributed network of Sagent Data Marts, and a flexible security model to
administer Sagent users.
Centralized Control of Distributed Data Marts
The Sagent Data Mart Solution uses an RDBMS-based repository to store all data
mart components, including metadata (Base Views and MetaViews), information
requests called Plans, result sets called Snaps, and data transforms. Sagent
Admin provides extensive facilities to manage all Sagent repositories and their
components from one intuitive tree-control interface. By providing a central
point of control for a distributed network of data marts, Sagent Admin combines
the centralized control of a data warehouse with the performance gains of data
marts.
Sagent Admin lets you view and edit many of the properties of each item in the
Sagent Repository to determine ownership of Plans and Snaps, creation dates,
items that are shared among users, the presence of Data Flow Transforms and
other items stored in a repository.
You can easily monitor and control the activity of Sagent Agents on Data Mart
Systems. Sagent Admin displays the resources used and the current activity of
each agent, as well as provides control to stop an agent in progress. Sagent
also provides other administration features such as cache control for better
performance and query governing.
Flexible User Security
Sagent Admin provides a flexible model for controlling user security. Security
can be applied to data and to specific Sagent functionality. Controls maintained
over data access and what features a user can and can not access on their
desktop.
Users, Groups, Roles and Permissions
Sagent Admin lets you easily create users, groups, roles and permissions within
the Sagent environment. Sagent users are defined and then placed within a group.
There are three types of Sagent groups:
o Security Groups - users with permission to access the same data
or MetaViews.
o Cache Groups - users who, for improved system performance, share
commonly accessed results from requests made by members of their
workgroup, that are cached on the Data Mart Server.
o Distribution Groups - users who can share information Plans and
Snaps, through Sagent's Publish and Subscribe feature.
Sagent Admin allows for the creation of Permissions which define what database
information a user can access. Control over what data each user can see is
maintained
Exhibit 1-12
<PAGE> 49
by giving a Security Group permission to access a pre-defined set of MetaViews.
Security Groups can use a "trusted" security schedule where every Sagent user in
a group uses a single database connection, or a mapped scheme where each user
has their own database connection.
Privileges
Sagent users are also defined by Roles. Roles are pre-defined sets of privileges
which give users the right to perform certain functions within the Sagent
environment. Most functions provided by the Sagent Data Mart solution are
associated with a privilege. For example, an end user role may be defined
without the privilege to save a Snap of the Results of a plan or to share
information with other users. A power user role, on the other hand, may have the
privileges to create a snap of information and to Publish their Snap to others
for their use.
Features
o Repository Management
o Add a Repository
o Remove a Repository
o Modify a Repository
o Security
o Set User Properties
o Set Group Properties
o Security Group
o Cache Group
o Distribution Group
o Set Permissions (Data Access
o Set Role Properties (Feature Access
o BaseViews
o MetaViews
o Agent Administration
o Register an Agent
o Start an Agent
o Stop an Agent
o Specify Network Protocol for Agent
o Set Time-out for Agent
o Edit Agent Registry Settings
o Group Cache Management
o Set Cache Size
o Set Cache Policies
o Flush Items from Cache
o List Database Connections in Use
o Stop a Database Query on databases that support it
System Requirements
Hardware
o Intel-Based processors
o 486 processor or higher
Operating System
o Microsoft Windows 95
o Microsoft Windows NT 3.5 or above
Memory
Exhibit 1-13
<PAGE> 50
o Required Memory 16 Mb
o Recommended 24+ Mb
Disk Space
o Required: 25 Mb
Network Protocol Support
o Named Pipes
Exhibit 1-14
<PAGE> 51
6. Sagent Analysis
Sagent Analysis is a business analysis tool that summarizes information by
multiple dimensions so that users can uncover opportunities, trends, and
weaknesses in their business. Results from information requests can be displayed
in Crosstabs or Charts so users can easily examine the same data from different
angles. Sagent Analysis makes business intelligence readily available to anyone
who wants to monitor their business operations.
Multi-Dimensional Views of Data
Sagent Analysis displays multi-dimensional representations of data so that users
can analyze data by dimensions such as sales by product, by region, and by
quarter. These data "FlashCubes(TM)" display as Crosstabs or two-dimensional and
three-dimensional rotating Charts. Crosstabs and Charts are multi-level and can
display any number of business dimensions and measures.
Sagent Analysis automatically creates a Crosstab or Chart from the result set of
an existing information access Plan or Snap shot of data. Users can also build a
Plan or Snap, working directly from an empty Crosstab or Chart. A single result
set can also be displayed in multiple Crosstabs and Charts so that users can
easily tab between the individual displays.
Interactive Pivoting and Drilling
Sagent Analysis provides interactive pivoting and drilling capabilities in
Crosstabs and Charts. Users can pivot data in Crosstabs and Charts, or drill
into the data in any direction to discover new relationships between data sets.
Data can be drilled in an ad-hoc manner or through pre-defined hierarchies set
up by a data designer. An example of a hierarchy is Category, Brand and Product
Name in the Product dimension group. Users can also filter data in a Crosstab
with immediate results so that users view only the data combinations that they
want.
High Performance Analysis
A key aspect of performing complex analysis is the processing of aggregates,
which are summarized data such as totals or averages. Sagent balances the
processing of aggregates between the client and the server for improved
performance. Aggregates can be calculated on the server and then staged on the
desktop in a FlashCube. Because data is staged on the desktop, Crosstabs and
Charts immediately display results when users are drilling, pivoting or
filtering.
Seamless Integration with Sagent Product Line
Sagent Analysis plugs directly into Sagent Design Studio and Information Studio
so users can take advantage of all the benefits of the Sagent Data Mart Solution
without having to switch to another product. The features of Sagent Design
Studio and Information Studio, such as Publish and Subscribe, Scheduling,
creation of Snaps and Internet/Intranet distribution and Data Flow Plans, work
seamlessly with Sagent Analysis.
Exhibit 1-15
<PAGE> 52
Features
o Crosstabs of Multiple Dimensions
o Local Aggregation
o Server Aggregation
o Charting and Graphing
o Two-dimensional
o Three-dimensional Rotating
o Chart Wizard
o Aggregate Functions
o Drilling on Crosstabs and Charts
o Drill Down: Displays the data for the next level of
detail
o Roll Up: Collapses the lower levels of detail
o Skip Drill: Provides a short cut to display a level of a
pre-defined hierarchy
o Pivoting in Crosstabs, Charts and Graphs
o Analysis Filtering
o Multiple Analysis Displays in a Plan or a Snap
o Saving a Cube as a Snap
o Saving a Slice of a Cube as a Table
o Integration with Microsoft Excel
o Creating Crosstabs and Charts From Existing Plans
o Exception Highlighting
o Analysis in Sagent WebLink via ActiveX
o Charts
o Crosstabs
System Requirements
Hardware
o Intel-Based processor
o Required 486 processor or higher
o Recommended Pentium processor or higher
Operating System
o Microsoft Windows 95
Exhibit 1-16
<PAGE> 53
o Microsoft Windows NT 3.51 or above
Memory for client workstation
o Required 16 Mb o Recommended 32 Mb
Disk Space
o Required: 25 Mb
Network Protocol Support
o Named Pipes
o TCP/IP
Exhibit 1-17
<PAGE> 54
Exhibit 2 - Escrow Agreement
[ESCROW AGREEMENT]
AGREEMENT ADDENDUM "A"
TERMS AND CONDITIONS OF ESCROW ACCOUNT
SOURCEFLEX
SOFTWARE ESCROW AGREEMENT
DEVELOPER (SAGENT TECHNOLOGY, INC.) SOURCEFILE
THIS CONTRACT IS A TWO-PARTY AGREEMENT BETWEEN SOURCEFILE AND SAGENT TECHNOLOGY,
INC.. END-USERS MAY SIGN ON TO THIS AGREEMENT AS THEY LICENSE THE TECHNOLOGY
FROM THE SAGENT. THE SOURCEFLEX CONTRACT PROVIDES THE OPPORTUNITY TO SERVE ALL
LICENSEES OF A PARTICULAR SOFTWARE DEVELOPER FOR ONE OR MORE SYSTEMS.
EXHIBIT 2-1
<PAGE> 55
SOURCEFLEX
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER:___7446________
This Software Source Code Escrow Agreement, dated as of January 6, 1997
by and between FileSafe, Inc., a California corporation, doing business as
SourceFile ("SourceFile") located at 1350 West Grand Ave., Oakland, California
94607 and Sagent Technology, Inc., located at 2225 E. Bayshore, Palo Alto, CA
94303 ("Sagent"), and each Beneficiary identified by Depositor to SourceFile as
provided for in Paragraph 3 hereof (each a "Beneficiary", collectively the
"Beneficiaries").
RECITALS:
A. Pursuant to certain software license agreements (each a "License
Agreement", collectively the "License Agreements"), Depositor licenses to
certain licensees certain software in object code form (the "Software"). A
description of each Software effective as of the date hereof, is attached hereto
as Exhibit "A".
B. The Software is the proprietary and confidential information of
Depositor, and Depositor desires to protect such ownership and confidentiality.
C. Depositor desires to ensure the availability to its Beneficiaries of
the source code and all necessary proprietary information related to the
Software (the "Source Material") in the event certain conditions set forth in
Paragraph 4 of this Agreement should occur.
AGREEMENT:
1. DELIVERY OF SOURCE MATERIAL TO SOURCEFILE. Upon execution of this
agreement, Depositor shall deliver to SourceFile a parcel (the "Parcel") sealed
by Depositor, which Depositor represents and warrants contains the Source
Material. . During the course of the Agreement, and at the same time as
revisions to the OBJECT CODE, (including any IMPROVEMENTS, CORRECTIONS,
ENHANCEMENTS, UPGRADES, and UPDATES which PROVIDER is required to incorporate in
the [Software] are delivered by Depositor, Depositor shall deliver to SourceFile
the revised Source Material Escrow Materials SourceFile has no knowledge of, and
makes no representations with respect to, the contents or substance of the
Parcel, the Software or the Source Material. Depositor shall send to SourceFile
a duplicate of the Source Material within three (3) days after receiving written
notice from SourceFile that the Source Material has been destroyed or damaged.
All supplements shall be subject to the terms and provisions of this Agreement.
2. ACKNOWLEDGMENT OF RECEIPT BY SOURCEFILE. SourceFile shall promptly
acknowledge to Depositor and to Beneficiary the receipt of the Parcel and any
supplements to the Source Material which are added to the Parcel. Depositor
shall provide supplements to the Source Material for each version of the
Software. AR such supplements shall be subject to the terms and provisions of
this Agreement. SourceFile will notify Beneficiary and Depositor of each update
to the Source Material. Such notification will be sent via certified mail,
return receipt required. SourceFile will provide an account status report to the
Beneficiary and Depositor on a semi-annual basis.
3. ACKNOWLEDGMENT BY BENEFICIARIES. For purposes of this Agreement, a
licensee of the Software under a fully executed License Agreement, shall be a
Beneficiary hereunder
Exhibit 2-2
<PAGE> 56
with such rights of a Beneficiary as set forth herein, only if (i) such licensee
has sent to SourceFile a fully executed copy of the form of acknowledgment
attached hereto as Exhibit "B", in which such licensee accepts the terms of this
Agreement and (ii) all fees are paid. The names and addresses of the
Beneficiaries shall be described in one or more schedules of Beneficiaries. A
schedule of Beneficiaries effective as of the date of this Agreement is attached
hereto as Exhibit "C". All other licensees of the Software shall have no rights
hereunder and SourceFile shall have no duties to such licensees.
4. TERMS AND CONDITIONS OF THE SOURCE MATERIAL ESCROW. The Parcel shall
be held by SourceFile upon the following terms and conditions:
(i) Beneficiary's right to possession of the Source Code is subject
to Beneficiary's execution of a registration document with
SourceFile and payment to Sagent of an annual fee for
Beneficiary's participation in such escrow account. Such
registration document shall provide Beneficiary access to the
Source Code, the right to use and modify the Source Code solely
to maintain and support Beneficiary's current and future
customers of the Licensed Material and the right to produce
object code copies of the modified Licensed Material as part of
Beneficiary's applications for use in accordance with the terms
of the Agreement, subject to the following conditions: (a)
Beneficiary is in compliance with the terms of the Agreement;
(b) Beneficiary has a valid license to the Licensed Material;
and (c) Beneficiary has a valid maintenance agreement with
Sagent for support of the Licensed Material, and either (1) A
petition in bankruptcy has been filed in Sagent's name, whether
voluntarily or involuntarily, and such petition is not withdrawn
within 90 days of such filing or (2) pursuant to Sagent's
obligations under a valid maintenance agreement with
Beneficiary, Sagent has consistently and repeatedly failed or
refused to correct a catastrophic error or numerous individual
errors in the Licensed Materials which render the licensed
materials commercially unusable. Provided that the above
conditions exist, and Beneficiary has given Depositor written
notice of such breach which was not cured within 60 days (the
Release Condition), then SourceFile shall follow the following
procedures set forth in this Section 4, parts (h), (iii), (iv)
and (v).
(ii) SourceFile shall promptly notify Depositor of the occurrence of
the Release Condition and shall provide to Depositor a copy of
Beneficiary's notice to SourceFile.
(iii) If SourceFile does not receive Contrary Instructions, as defined
below, from Depositor within sixty (60) days following
SourceFile's delivery of a copy of such notice to Depositor,
SourceFile shall deliver a copy of the Source Material to
Beneficiary. "Contrary Instructions" for the purposes of this
Section 4 shall mean the filing of written notice with
SourceFile by Depositor, with a copy to the Beneficiary
demanding delivery, stating that the Release Condition has not
occurred or has been cured.
(iv) If SourceFile receives Contrary Instructions from Depositor
within sixty (60) days of the giving of such notice to
Depositor, SourceFile shall not deliver a copy of the Source
Material to the Beneficiary, but shall continue to store the
Parcel until: (1) otherwise directed by the Depositor and
Beneficiary jointly; (2) SourceFile has received a copy of an
order of a court
Exhibit 2-3
<PAGE> 57
of competent jurisdiction directing SourceFile as to the
disposition of the Source Material; or (3) SourceFile has
deposited the Parcel with a court of competent jurisdiction or a
Trustee or receiver selected by such court pursuant to this
Section 4, part (v) below.
(v) Upon receipt of Contrary Instructions from Depositor, SourceFile
shall have the absolute right, at SourceFile's election, to file
an action in interpleader requiring the Depositor and
Beneficiary to answer and litigate their several claims and
rights amongst themselves. SourceFile is hereby authorized to
comply with the applicable interpleader statutes of the State of
California in this regard.
5. TERM OF AGREEMENT. This Agreement shall have an initial term of three
(3) years. The term shall be automatically renewed on a yearly basis thereafter,
unless Depositor, Beneficiary, or SourceFile notifies the other parties in
writing at least forty-five (45) days prior to the end of the then current term
of its intention to terminate this Agreement.
6. COMPENSATION OF SOURCEFILE. Depositor or Beneficiary agree to pay
SourceFile reasonable compensation for the services to be rendered hereunder in
accordance with SourceFile's then current schedule of fees, except that any fees
associated with Escrow Release Requests and Technical Review/Verification
Requests initiated by a Beneficiary must be paid by that Beneficiary in
accordance with SourceFile's then current schedule of fees. Depositor or
Beneficiary will pay or reimburse SourceFile upon request for all reasonable
expenses, disbursements and advances, including software duplication charges,
incurred or made by it in connection with carrying out its duties hereunder.
7. LIMITATION OF DUTIES OF SOURCEFILE. SourceFile undertakes to perform
only such duties as are expressly set forth herein.
8. LIMITATION OF LIABILITY OF SOURCEFILE. SourceFile may rely on and
shall suffer no liability as a result of acting or refraining from acting upon
any written notice, instruction or request furnished to SourceFile hereunder
which is reasonably believed by SourceFile to be genuine and to have been signed
or presented by a person reasonably believed by SourceFile to be authorized to
act on behalf of the parties hereto. SourceFile shall not be liable for any
action taken by it in good faith and believed by it to be authorized or within
the rights or powers conferred upon it by this Agreement. SourceFile may consult
with counsel of its own choice, and shall have full and complete authorization
and protection for any action taken or suffered by it hereunder in good faith
and in accordance with the opinion of such counsel.
9. INDEMNIFICATION OF SOURCEFILE. SourceFile shall be responsible to
perform its obligations under this agreement and to act in a reasonable and
prudent manner with regard to this escrow arrangement. Provided that SourceFile
has acted in the manner stated in the previous sentence, Depositor and
Beneficiary each agree to indemnify, defend, and hold harmless SourceFile and
its agents and employees (collectively, "SourceFile") from any and all claims,
demands, liability, costs and expenses (including attorney's fees) incurred by
SourceFile directly or indirectly arising from or relating to the Source
Material and/or SourceFile's performance of its duties under this Agreement.
10. RECORD KEEPING AND INSPECTION OF SOFTWARE. SourceFile shall maintain
complete written records of all materials deposited by Depositor pursuant to
this Agreement. During the term of this Agreement, Depositor shall be entitled
at reasonable times during
Exhibit 2-4
<PAGE> 58
normal business hours and upon reasonable notice to SourceFile to inspect the
records of SourceFile maintained pursuant to this Agreement and to inspect the
facilities of SourceFile and the physical condition of the Source Material.
11. TECHNICAL VERIFICATION. Beneficiary reserves the option to request
SourceFile to verify the Source Material for completeness and accuracy. At
Beneficiary's expense, SourceFile may elect to perform the verification at its
site or at the Depositors site. Depositor agrees to reasonably cooperate with
SourceFile in the verification process by providing its facilities and computer
systems and by permitting SourceFile and at least one employee of Beneficiary to
be present during the verification of Source Material.
12. RESTRICTION ON ACCESS TO SOURCE MATERIAL. SourceFile shall maintain
the Source Materials in a secure, environmentally safe, locked receptacle which
is accessible only to authorized SourceFile employees. SourceFile shall not
disclose the contents of this Agreement to any third party. If SourceFile
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Source Materials, SourceFile will
immediately notify Depositor. Except as required to carry out its duties
hereunder, SourceFile shall not permit any SourceFile employee, Beneficiary or
any other person access to the Source Material except as expressly provided
herein, unless consented to in writing by Depositor. SourceFile shall use its
best efforts to avoid unauthorized access to the Source Material by its
employees or any other person.
13. BANKRUPTCY. Depositor and Beneficiary acknowledge that this
Agreement is an "agreement supplementary to" the License Agreement as provided
in Section 365 (n) of Title 11, United State Code (the "Bankruptcy Code").
Depositor acknowledges that if Depositor, as a debtor in possession or a trustee
in Bankruptcy in a case under the Bankruptcy Code, rejects the License Agreement
or this Agreement, Beneficiary may elect to retain its rights under the License
Agreement and this Agreement as provided in Section 365(n) of the Bankruptcy
Code. Upon written request of Beneficiary to Depositor or the Bankruptcy
Trustee, Depositor or such Bankruptcy Trustee shall not interfere with the
rights of Beneficiary as provided in the License Agreement and this Agreement,
including the right to obtain the Source Material from SourceFile as permitted
hereunder.
14. NOTICES.
(i) Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date service is served, personally, sent by overnight courier, or five (5) days
after the date of mailing if sent registered mail, postage prepaid, return
receipt required, and addressed as follows or to such other address or facsimile
number as either party may, from time to time, designate in a written notice
given in like manner:
TO DEPOSITOR: Sagent Technology, Inc.
2225 East Bayshore Shore Road, Suite 100
Palo Alto, CA 94303
Phone: (415) 493-7100
Fax: (415) 493-1290
TO SOURCEFILE: SourceFile
1350 West Grand Ave.
Oakland, California 94607
Attn.: Client Services
Phone: (510) 419-3888
Fax: (510) 419-3875
Exhibit 2-5
<PAGE> 59
(ii) Deposit update notices and invoices will be sent to parties listed
in Exhibit "D" and "E".
TO BENEFICIARY: As set forth in Exhibit "C" Schedule of Beneficiaries.
15. MISCELLANEOUS PROVISIONS.
(a) WAIVER. Any term of this Agreement may be waived by the party
entitled to the benefits thereof, provided that any such waiver must be in
writing and signed by the party against whom the enforcement of the waiver is
sought. No waiver of any condition, or of the breach of any provision of this
Agreement, in any one or more instances, shall be deemed to be a further or
continuing waiver of such condition or breach. Delay or failure to exercise any
right or remedy shall not be deemed the waiver of that right or remedy.
(b) MODIFICATION OR AMENDMENT. Any modification or amendment of
any provision of this Agreement must be in writing, signed by the parties hereto
and dated subsequent to the date hereof.
(c) GOVERNING LAW JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the State of California. All
disputes arising out of or related to this Agreement shall be subject to the
exclusive jurisdiction and venue of the State and Federal courts of Santa Clara
County, California.
(d) HEADINGS; SEVERABILITY. The headings appearing at the
beginning of the sections contained in this Agreement have been inserted for
identification and reference purposes only and shall not be used to determine
the construction or interpretation of this Agreement. If any provision of this
Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(e) FURTHER ASSURANCES. The parties agree to perform all acts and
execute all supplementary instruments or documents which may be reasonably
necessary to carry out the provisions of this Agreement.
(f) ENTIRE AGREEMENT. This Agreement, including the attachments
hereto, contains the entire understanding between the parties' and supersedes
all previous communications, representations and contracts, oral or written,
between the parties, with respect to the subject matter thereof It is agreed and
understood that this document and agreement shall be the whole and only
agreement between the parties hereto with regard to these escrow instructions
and the obligations of SourceFile herein in connection with this Agreement, and
shall supersede and cancel any prior instructions. SourceFile is specifically
directed to follow these instructions only and SourceFile shall have no
responsibility to follow the terms of any prior agreements or oral
understandings.
Exhibit 2-6
<PAGE> 60
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DEPOSITOR SOURCEFILE
SAGENT TECHNOLOGY, INC. FILESAFE, INC.,
A CALIFORNIA CORPORATION A CALIFORNIA CORPORATION
By:/s/ Thomas Lounibos By:
------------------------------- --------------------------
Name: Thomas Lounibos Name:
------------------------------- ------------------------
Title: VP Sales Title:
------------------------------- -----------------------
Exhibit 2-7
<PAGE> 61
EXHIBIT "A-___"
DESCRIPTION OF SOURCE MATERIAL
SOURCEFILE ACCOUNT #__7446______
The Depositor agrees to deposit the Source Material for the benefit of the
Licensee of this escrow arrangement. Below is the acknowledgment that the
deposit arrived at SourceFile in good order. It is completed by the Depositor
and visually inspected by SourceFile. A copy of this form will be shared with
Licensees of the Source Material.(As multiple deposits are made, please make
copies of this form and number them appropriately. For example, the initial
deposit will be Exhibit "A-1", the next "A-2" and so on).
1. SOURCE MATERIAL DEPOSIT
PRODUCT NAME Sagent DataMart Server, Web Link
VERSION 2.0
--------------------------------------------------------------
2. TYPE OF MEDIA
- THERE CAN BE MORE THAN ONE TYPE (I.E. DISKETTE, TAPE, HARD COPY
MATERIALS, ETC.)
- PLEASE INCLUDE THE QUANTITY OF TYPE (I.E. TWO (2) DISKETTES)
1 tape
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
3. PLEASE CHECK ONE OF THE FOLLOWING:
INITIAL DEPOSIT [ ] SUPPLEMENTAL [X] REPLACEMENT [ ] *
*IF REPLACEMENT THEN: DESTROY DEPOSIT [ ] OR RETURN DEPOSIT [ ]
--------------------------------------------------------------------------------
Completed by: Visually verified by:
DEPOSITOR SOURCEFILE
By: By:
-------------------------- --------------------------
Name: Ken Gardner Name:
------------------------
Title: Chief Executive Officer Title: Client Services
Date: Date:
------------------------ ------------------------
Exhibit 2-8
<PAGE> 62
Exhibit 3 - Sagent End User Agreement
EXHIBIT "B"
FORM OF ACKNOWLEDGMENT BY BENEFICIARY
The undersigned hereby acknowledges, accepts and agrees to be bound by
the terms of the attached SourceFlex Software Source Code Escrow Agreement by
and between SourceFile, Inc., a California corporation, as Escrow Agent and
Sagent Technology, Inc., as Licensee, dated December 1, 1996.
BENEFICIARY: By: [SIG]
-----------------------------
Name: Terry C. Ludvigson
Company: Unisys Corporation
Title: Manager Technical Procurement
Address: 322 North 2200 West
Salt Lake City, Utah 84116
Phone: (801) 594-4267
Fax: (801) 594-4835
[SIG]
DEPOSITOR: Sagent Technology, Inc.
2225 East Bayshore Rd. Suite 100
Palo Alto, CA 94303
Phone: (650) 493-7100
Fax: (650) 493-1290
PLEASE SEND CERTIFIED OR REGISTERED MAIL to:
SOURCEFILE: SOURCEFILE
1350 West Grand Ave.
Oakland, California 94607
Attn: Client Services
Phone: (510) 419-3888
Fax: (510) 419.3875
Exhibit 2-9
<PAGE> 63
EXHIBIT "C"
SCHEDULE OF BENEFICIARIES OF THE SOFTWARE
Exhibit 2-10
<PAGE> 64
EXHIBIT "D"
SCHEDULE OF NOTICES
DEPOSITOR
Depositor deposit
notices should be sent to: Name: Kathy Ovalle
Title: Corporate Controller
Address: 2225 East Bayshore Road Suite 100
Palo Alto, CA 94303
Phone: (650) 496-3112
Fax: (650) 493-1290
Depositor invoices
should be sent to: Name: Kathy Ovalle
Title: Corporate Controller
Address: 2225 East Bayshore Road Suite 100
Palo Alto, CA 94303
Phone: (650) 496-3112
Fax: (650) 493-1290
Exhibit 2-11
<PAGE> 65
EXHIBIT "E"
SCHEDULE OF NOTICES
BENEFICIARY
Depositor deposit notices
should be sent to:
Name: Terry Ludvigson
Title: Mgr. Technical Procurement
Address: 322 North 2200 West
Salt Lake City, UT 84116
Phone: (801) 594-4297
Fax: (801) 594-4835
Beneficiary notices
should be sent to:
Name: Terry Ludvigson
Title: Mgr. Technical Procurement
Address: 322 North 2200 West
Salt Lake City, UT 84116
Phone: (801) 594-4297
Fax: (801) 594-4835
1. Concurrent with the signing of the Solution Provider Agreement, PROVIDER
shall deposit in Unisys Law Department at Township Line and Union
Meeting Roads, Blue Bell PA 19424, Attention: General Counsel, the
then-current copies of the Escrow Materials. SOURCE CODE shall be
provided on media as specified by Unisys. At the same time as revisions
to the OBJECT CODE, (including any IMPROVEMENTS, CORRECTIONS,
ENHANCEMENTS, UPGRADES, and UPDATES which PROVIDER is required to
incorporate in the [Software] are delivered by PROVIDER, PROVIDER shall
deliver to Unisys the revised Escrow Materials. If necessary, Unisys
shall give PROVIDER access to the Escrow Materials previously deposited
for the purpose of updating such Escrow Materials.
2. Unisys shall protect the Escrow Materials to the same extent as it does
its own confidential information of a similar nature and shall not use
or examine such materials, except to verify the accuracy, completeness
and sufficiency of a deposit and except as provided in Article (the
Escrow Account Article), Paragraphs B and C.
3. Unisys shall have the right to have PROVIDER demonstrate to Unisys,
within the applicable operating environment, for the initial deposit of
Escrow Materials and, thereafter, not more frequently than once a year
at either Unisys' cognizant place of business or at another site chosen
by mutual agreement, that the Escrow Materials comprise the then current
Software and [DOCUMENTATION/its related documentation]. Each party shall
be responsible for its own costs associated with this
Exhibit 2-12
<PAGE> 66
demonstration, except that Unisys will reimburse PROVIDER travel and
living expenses, as provided in Attachment Q related to this
demonstration if held at a Unisys site. In order to have such
demonstration, Unisys shall give written notice to PROVIDER specifying a
date for the demonstration, which shall be no sooner than thirty (30)
days after the date of receipt of the written notice. If PROVIDER cannot
demonstrate to Unisys that the Escrow Materials are current, PROVIDER
shall immediately update the Escrow Materials to make them current.
4. Unisys will inform PROVIDER of any change in the location and person
responsible for holding the Escrow Materials.
5. Unisys or PROVIDER may request the joint inspection of the Escrow
Materials at Unisys' site, with reasonable notice, to review the Escrow
Materials for accuracy, completeness and currentness. In the event such
review reveals a deficiency in the Escrow Materials, PROVIDER shall
promptly provide revisions to the Escrow Materials to correct such
deficiency. Unisys will return obsolete versions of the Escrow Materials
to PROVIDER when no longer required for the purposes of this Agreement.
Exhibit 2-13
<PAGE> 67
Exhibit 3 - Sagent End User Agreement
EXHIBIT 3
Sagent End User Agreement
Exhibit 3-1
<PAGE> 68
SOFTWARE LICENSE AGREEMENT
THANK YOU FOR PURCHASING THIS PRODUCT. IT IS IMPORTANT THAT YOU CAREFULLY READ
THIS AGREEMENT BEFORE OPENING THIS PACKAGE. BY OPENING THIS SEALED PACKAGE, YOU
AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATE A BINDING
CONTRACT BETWEEN YOU AND SAGENT TECHNOLOGY, INC. ("SAGENT'). IF YOU DO NOT AGREE
TO THESE TERMS, YOU MAY RETURN THIS PACKAGE UNOPENED TO SAGENT WITHIN THIRTY
(30) DAYS OF PURCHASE FOR A FULL REFUND.
LICENSE
Sagent grants you a non-exclusive, non-transferable license to use this copy of
the software program (the "Software") and accompanying documentation, if any,
and any updates or upgrades thereto provided by Sagent according to the terms
set forth below. If the Software is being provided to you as an update or
upgrade to software which you have previously licensed, then you agree to
destroy all copies of the prior release of this software within thirty (30) days
after entering into this Agreement; provided, however, that you may retain one
copy of the prior release for backup purposes.
YOU MAY:
a. install the Software on only one of the following, as specified on your
Order Form or other signed agreement with Sagent (the "Governing
Terms"); (i) (if specified as "stand alone" or "single user' version) a
stand alone or computer network node from which node the Software cannot
be accessed by another computer; or (ii) (if specified as a "LAN"
version) a network server at one site only, which server provides access
to multiple computers, up to the maximum number of computers or
concurrent users specified in such Governing Terms; or (iii) if
specified as a "multi-user pack", the number of computer nodes (network
or stand alone) up to the number of users as specified in such Governing
Terms.
b. make one (1) copy of the Software in machine readable form solely for
backup purposes, provided that you reproduce all proprietary notices on
the copy; and
c. physically transfer the Software from (as applicable): (i) one stand
alone computer or network node to another stand alone computer or
network node; or from (ii) one server to another server, provided that
the Software is used on only one computer, network node or server at a
time; or from (iii) the number of stand alone computers, network nodes
or servers to other stand alone computers, network nodes, or servers,
provided that the number of Software users does not exceed the number
specified in the Governing Terms.
Exhibit 3-2
<PAGE> 69
YOU MAY NOT:
a. Modify, translate, reverse engineer, decompile, disassemble, or create
derivative works based on the Software (except to the extent that such
acts may not be prohibited under applicable law),
b. copy the Software (except as provided above) or copy the accompanying
documentation,
c. rent, transfer, lease, distribute or grant any rights in the Software or
accompanying documentation in any form to any person without the prior
written consent of Sagent, or
d. remove any proprietary notices, labels, or marks on the Software and
accompanying documentation
This license is not a sale. Title and copyrights to the Software, accompanying
documentation and any copy made by you remain with Sagent or its licensors, as
the case may be. Unauthorized copying of the Software or the accompanying
documentation, or failure to comply with the above restrictions, will result in
automatic termination of this license and will make available to Sagent other
legal remedies.
LIMITED WARRANTY AND DISCLAIMER
Sagent warrants that, for a period of ninety (90) days from the date of delivery
to you, (i) the Software will perform substantially in accordance with the
accompanying documentation, and (ii) the software media on which the Software is
furnished under normal use will be free from defects in materials and
workmanship.
Sagent's entire liability and your exclusive remedy under this warranty (which
is subject to your returning the Software to Sagent) will be, at Sagent's
option, to use reasonable commercial efforts to attempt to correct or work
around errors, to replace the Software Media with functionally equivalent
Software Media, as applicable.
Sagent warrants that the software shall not cause erroneous date calculations
due to miscalculations by the Software as a result of the year 2000 date change.
Sagent further warrants that the software includes the ability to manage and
manipulate all data involving dates or date fields which include indication of
century to ensure year 2000 compatibility.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, SAGENT MAKES AND YOU RECEIVE NO
WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OR IN ANY
COMMUNICATION WITH YOU, AND SAGENT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND
THEIR EQUIVALENTS. Sagent does not warrant that the
Exhibit 3-3
<PAGE> 70
operation of the Software will be uninterrupted or error free or that the
Software will meet your specific requirements.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE
OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY
IN NO EVENT WILL SAGENT BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COST OF COVER,
OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES
ARISING FROM THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF SAGENT
OR AN AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT WILL SAGENT'S LIABILITY EXCEED THE AMOUNTS PAID FOR THE SOFTWARE.
YOU ACKNOWLEDGE THAT THE AMOUNTS PAID BY YOU FOR THE SOFTWARE REFLECT THIS
ALLOCATION OF RISK.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.
LANGUAGE
The parties hereto confirm that it is their wish that this Agreement, as well as
other documents relating hereto, have been and shall be written in the English
language only.
Les parties aux presentes confirment leur volonte que cette convention de meme
que tous les documents y compris tout avis qui s'y rattache, soient rediges en
langue anglaise.
GENERAL
This Agreement shall not be governed by the 1980 U.N. Convention on Contracts
for the International Sale of Goods; rather, this Agreement shall be governed by
the laws of the State of California, U.S.A., including its Uniform Commercial
Code, without reference to conflicts of laws principles. This Agreement is the
entire Agreement between us and supersedes any other communications or
advertising with respect to the Software and accompanying documentation. If any
provision of this Agreement is held invalid or unenforceable, such provision
shall be revised to the extent necessary to cure the invalidity or
unenforceability, and the remainder of this Agreement shall continue in full
force and effect. The Software and accompanying documentation are deemed to be
"commercial computer software" and "commercial computer software documentation",
respectively, pursuant to DFAR Section and FAR Section, as applicable. Any use,
modification, reproduction, release, performing, displaying or disclosing of the
Software and accompanying documentation by the U.S. Government shall be governed
solely by the terms of this Agreement and shall be prohibited except to the
extent expressly permitted
Exhibit 3-4
<PAGE> 71
by the terms of this Agreement. You agree not to allow the Software to be sent
to or used in any other country except in compliance with applicable U.S. laws
and regulations. In the event of any conflict between any provision of this
Agreement and any applicable law, the provision or provisions of this Agreement
affected shall be modified to remove such conflict and permit compliance with
such law and as so modified this Agreement shall continue in full force and
effect.
If you have any questions, please contact in writing: Sagent Technology, Inc.
Customer Service, 750 Menlo Avenue, Suite, Menlo Park, California 94025.
Exhibit 3-5
<PAGE> 72
Exhibit 4 - Sagent End User Support Agreement
EXHIBIT 4
Sagent End User Support Agreement
Exhibit 4-1
<PAGE> 73
Sagent Technology Premium Support
One Year Agreement
SAGENT TECHNOLOGY ("WE") WILL PROVIDE YOU THE PREMIUM SUPPORT SERVICES LISTED
BELOW, FOR THE SOFTWARE AND PERSONS INDICATED.
Available Support Services may include 24 hours, seven days a week
telephone support (telephone support during the holidays should be
arranged one week in advance of the holiday), in which we will answer
technical questions from designated persons about the installation and
use of covered Software products; Maintenance Releases, in which we will
provide our copyrighted in-line releases and workarounds as available
(this does not include full Software products or Upgrades; we will not
undertake individual fixes for you); Upgrades, in which we will provide
new product releases (signified by a change in the version number) as
substitutes for covered Software; and other generally available
Technical Materials. Note that Maintenance Releases and Upgrades, where
applicable, may not be used to increase the total number of copies of
the Software. After upgrade or maintenance this agreement will only
apply to the upgraded or maintained versions of a Software product; you
agree to destroy or archive (but not use or transfer) the prior version.
Software upgrades are generally not available free of charge.
YOU WILL PAY US THE APPLICABLE SUPPORT FEES.
Support Fees must be prepaid, unless you have established credit terms
with us.
WE MAY CHANGE OUR AVAILABLE PRODUCT SUPPORT SERVICES FROM TIME TO TIME.
We will undertake reasonable efforts to provide technical assistance
under this agreement and to rectify or provide solutions to problems
where the Software does not function as described in the Software
documentation, but we do not guarantee that all problems will be solved
or that any item will be error-free. We will provide you with
substantially the same level of service throughout the term of this
Agreement. We may from time to time, however, discontinue Software
products or versions, and stop supporting Software products or versions
within a reasonable time after discontinuance, or otherwise discontinue
any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, CONDITIONS OR PROMISES TO YOU OR ANY THIRD PARTY, EXPRESS OR
IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY PROVIDE,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED ABOVE, ALL
MATERIALS AND SERVICES ARE PROVIDED "AS IS.' We are not liable for
incidental, special or consequential damages for any reason (including
loss of data or other business or property damage), even if foreseeable.
Our liability in all events for any damages, howsoever caused, will not
exceed the applicable fees that you have paid us.
THIS PREMIUM SUPPORT AGREEMENT WILL BE EFFECTIVE FOR ONE YEAR.
You and we may extend or terminate this agreement as provided below. At
the end of any one-year term, you may renew this agreement with our
consent under the terms of the Premium Support Agreement then in effect
by paying the Support Fees in effect at that time. Either you or we may
terminate this agreement for material breach, including nonpayment, at
any time; in the absence of material breach by Sagent, Support Fees are
not refundable. This is the full and final agreement between you and us,
and supersedes any promises, representations or agreements relating to
the subject of this agreement. This agreement may only be changed if you
and our authorized representative do so in writing. No inconsistent,
additional, or preprinted terms on your purchase order or other business
for will apply. You may not assign this agreement without our written
consent. Any unauthorized assignment terminates this agreement
automatically. The Software, Upgrades, Maintenance Releases, and
Technical Materials are our copyrighted property, and may not be copied,
distributed, or transferred, or otherwise used except as we have
expressly permitted in the relevant license agreement (the terms of
which are incorporated into this agreement by reference) or otherwise in
writing.
SOFTWARE COVERED:
Number
Software Name & Version Copies of
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Exhibit 4-2
<PAGE> 74
SOFTWARE AND PERSONS COVERED:
Person(s):
Name Phone Number
-------------------------------------------------------
( )
-------------------------------------------------------
( )
-------------------------------------------------------
SAGENT TECHNOLOGY, INC.:
Signed:
-----------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
EFFECTIVE DATE:
---------------------------------
YOU:
--------------------------------------------
Signed:
-----------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
Address:
----------------------------------------
Exhibit 4-3
<PAGE> 75
Sagent Technology Premium Support
One Year Agreement
SAGENT TECHNOLOGY ("WE") WILL PROVIDE YOU THE PREMIUM SUPPORT SERVICES LISTED
BELOW, FOR THE SOFTWARE AND PERSONS INDICATED.
Available Support Services may include 24 hours, seven days a week
telephone support (telephone support during the holidays should be
arranged one week in advance of the holiday), in which we will answer
technical questions from designated persons about the installation and
use of covered Software products; Maintenance Releases, in which we will
provide our copyrighted in-line releases and workarounds as available
(this does not include full Software products or Upgrades; we will not
undertake individual fixes for you); Upgrades, in which we will provide
new product releases (signified by a change in the version number) as
substitutes for covered Software; and other generally available
Technical Materials. Note that Maintenance Releases and Upgrades, where
applicable, may not be used to increase the total number of copies of
the Software. After upgrade or maintenance this agreement will only
apply to the upgraded or maintained versions of a Software product; you
agree to destroy or archive (but not use or transfer) the prior version.
Software upgrades are generally not available free of charge.
YOU WILL PAY US THE APPLICABLE SUPPORT FEES.
Support Fees must be prepaid, unless you have established credit terms
with us.
WE MAY CHANGE OUR AVAILABLE PRODUCT SUPPORT SERVICES FROM TIME TO TIME.
We will undertake reasonable efforts to provide technical assistance
under this agreement and to rectify or provide solutions to problems
where the Software does not function as described in the Software
documentation, but we do not guarantee that all problems will be solved
or that any item will be error-free. We will provide you with
substantially the same level of service throughout the term of this
Agreement. We may from time to time, however, discontinue Software
products or versions, and stop supporting Software products or versions
within a reasonable time after discontinuance, or otherwise discontinue
any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, CONDITIONS OR PROMISES TO YOU OR ANY THIRD PARTY, EXPRESS OR
IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY PROVIDE,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED ABOVE, ALL
MATERIALS AND SERVICES ARE PROVIDED "AS IS.' We are not liable for
incidental, special or consequential damages for any reason (including
loss of data or other business or property damage), even if foreseeable.
Our liability in all events for any damages, howsoever caused, will not
exceed the applicable fees that you have paid us.
THIS PREMIUM SUPPORT AGREEMENT WILL BE EFFECTIVE FOR ONE YEAR.
You and we may extend or terminate this agreement as provided below. At
the end of any one-year term, you may renew this agreement with our
consent under the terms of the Premium Support Agreement then in effect
by paying the Support Fees in effect at that time. Either you or we may
terminate this agreement for material breach, including nonpayment, at
any time; in the absence of material breach by Sagent, Support Fees are
not refundable. This is the full and final agreement between you and us,
and supersedes any promises, representations or agreements relating to
the subject of this agreement. This agreement may only be changed if you
and our authorized representative do so in writing. No inconsistent,
additional, or preprinted terms on your purchase order or other business
for will apply. You may not assign this agreement without our written
consent. Any unauthorized assignment terminates this agreement
automatically. The Software, Upgrades, Maintenance Releases, and
Technical Materials are our copyrighted property, and may not be copied,
distributed, or transferred, or otherwise used except as we have
expressly permitted in the relevant license agreement (the terms of
which are incorporated into this agreement by reference) or otherwise in
writing.
SOFTWARE COVERED:
Number
Software Name & Version Copies of
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Exhibit 4-4
<PAGE> 76
SOFTWARE AND PERSONS COVERED:
Person(s):
Name Phone Number
--------------------------------------------------------------
( )
--------------------------------------------------------------
( )
--------------------------------------------------------------
SAGENT TECHNOLOGY, INC.:
Signed:
--------------------------------------------
Name:
----------------------------------------------
Title:
---------------------------------------------
EFFECTIVE DATE:
------------------------------------
YOU:
-----------------------------------------------
Signed:
--------------------------------------------
Name:
----------------------------------------------
Title:
---------------------------------------------
Address:
-------------------------------------------
Exhibit 4-5
<PAGE> 77
MUST BE ON COMPANY LETTERHEAD
Date: 6/20/97
To: Sagent Technology, Inc.
2225 East Bayshore Rd. Suite 100
Palo Alto, CA 94303
From: Unisys
Township Line & Union Meeting Rd.
Blue Bell, PA 19424
Purchase Order # ______________
Let this Letter Purchase Order #_______ serve as Unisys' authorization to
purchase from Sagent the software and services for the fees as SPECIFIED in the
Solution Provider Agreement between Unisys and Sagent Technology. Per THE
Agreement, Unisys authorizes the purchase of 2 in-house development licenses
already at customer premises for $70,000 and one year annual maintenance for
$21,000. In addition, Unisys will pay Sagent for the EUR order consisting of
$17,500 for licenses and $7,500 for maintenance . We understand that terms are
net 30 from Invoice Date.
Our Bill To Address Is:
Unisys
-------------------------------
-------------------------------
-------------------------------
Bill to contact name & phone
Our Ship To Address Is:
-------------------------------
-------------------------------
-------------------------------
Ship to contact name & phone
Sincerely,
-------------------------------
-------------------------------
Printed Name
-------------------------------
Title
<PAGE> 78
SAGENT TECHNOLOGY INC.
BUSINESS DEVELOPMENT PARTNER
EVALUATION SERVICE AGREEMENT
This Agreement is made effective December 27, 1996 between Sagent Technology
Inc. ("Sagent") a California based corporation, with offices at 750 Menlo Avenue
Suite 300, Menlo Park, CA 94025 and Unisys ("BDP"), with offices at 2276 High
Crest Rd. Rosevill, Mn 55113
I. SAGENT LICENSES THE BDP TO INSTALL AND USE THE SOFTWARE INTERNALLY
DURING THE EVALUATION PERIOD ONLY. "Software" means only our computer
program(s) that make up the Sagent Evaluation Kit, any documentation
("Documentation"') and updates that we may deliver to you and portions
and copies in any form. The "Evaluation Period" is defined as a ninety
(90) day time period from the effective dale listed on the Agreement.
II. PROPRIETARY RIGHTS. Sagent's software programs ("Product(s)") are owned
by Sagent or its licensors and are protected by copyright law, trade
secret laws and international conventions. All rights in and to patents,
copyrights, trademarks and trade secrets in the Product(s) are and shall
remain with Sagent and its licensors. No title to or ownership of
Product(s) is transferred to BDP's Customer's ("End-User").
III. PROHIBITED USES. BDP and/or End-User may not: (i) modify. adopt, reverse
engineer, or disassemble the Product(s); (ii) create derivative works
based on Product(s); (iii) make copies of the Product(s) except for
backup or archival purposes; or (iv) transfer the Product(s) or any part
thereof to any third party or to a new LAN without Sagent's prior
written consent.
IV. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND LIABILITY REGARDING THE
SOFTWARE THAT YOU WILL BE EVALUATING. YOU ACCEPT IS "AS IS". BDP is
responsible for installing the Software, and for determining whether the
Software is suitable, secure. and reliable for your purposes. We will
provide BDP with telephone hotline support at no extra charge during the
Evaluation Period only, but any other maintenance, support. or full
Software license must be purchased separately. We do not warrant that
the Software is error-free, or that any errors will be corrected. THE
FOREGOING IS IN LIEU Of ALL WARRANTIES TO BDP OR ANY THIRD PARTY,
EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY
PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
STATUTE, LAW OR TRADE DEALING OR USAGE. Sagent is not liable for
incidental, special or consequential damages for any reason (including
loss of data or other business or property damage) even if foreseeable,
and our liability in all events will not exceed the License Fee that you
have paid if any. You agree to implement backup and recovery procedures
adequate to prevent loss due to malfunction.
V. YOU WILL RESPECT OUR COPYRIGHT IN THE SOFTWARE. BDP will not copy the
Software programs except to the extent necessary to use for internal
Evaluation. BDP may make one copy of the Software program for back-up
use only. You will put our copyright notices on all copies. You may not
copy the Documentation.
VI. CONFIDENTIALITY. This Agreement and any information and date of any
nature including, but not limited to, proprietary, technical, marketing.
operating. performance, cost, know-how. business discoveries, trade
secrets, techniques, process, computer programming techniques, and all
record-bearing media containing or disclosing such information and
techniques furnished by one party to the other in connection with this
Agreement ("Confidential Information") and all copies of Confidential
Information made by the receiving party: (a) shall be held in confidence
and protected in accordance with the security measures with which it
protects its own proprietary or confidential information which it does
not wish to disclose but in no event using less then reasonable care;
(b) shall be used by the receiving party and its employees only to
perform their responsibilities pursuant to this Agreement; (c) shall not
be reproduced or copied, in whole or in
Exhibit 4-6
<PAGE> 79
part, except as necessary for its authorized use; and (d) shall be
returned to originating party upon request or destroyed, together with
all copies, when it is no longer needed or upon termination or
expiration of the Agreement, except as expressly provided herein.
Confidential Information shall not be disclosed to third parties,
including but not limited to the receiving party's dealers or
distributors without the prior, written consent of the originating
party. Information disclosed pursuant to this Agreement that either
party considers Confidential Information and that is provided in
tangible form shall be marked confidential, proprietary or private. The
receiving party shall have no obligation to treat as proprietary any
information which: (a) was previously known to the receiving party free
of any confidentiality obligation. (b) is disclosed to third parties by
the disclosing party without restriction. (c) is or becomes publicly
available other than by the receiving party's breach of its obligations;
or (d) is independently developed by the receiving party, as documented
by written evidence. The parties agree to adhere to the requirements of
this Article for three (3) years following the termination or expiration
of this Agreement.
VII. EXPORT RESTRICTION. This Agreement is subject to all present and future
regulations and restrictions of the government and agencies of the
United States. BCP agrees that it will not ship or divert the Product(s)
or technical data with respect thereto for use in any country or
countries in contravention of the laws and regulations of such
government or agencies or knowingly cause or permit such shipping or
diversion without the prior written approval of such government or
agencies
VIII. TERMINATION. Either party may terminate this Agreement by written notice
upon any material breach of this Agreement by the other party, which if
remediable, has not been corrected within thirty (30) calendar days
after written notice. At the end of the applicable Evaluation Period, or
upon termination if earlier, you will return the Software, Documentation
and all copies of Sagent. You authorize us, at our discretion to charge
you the applicable full-system license fee for any Software and/or
Documentation that you do not return to us at the end of the Evaluation
Period in unmarked condition, suitable for evaluation by another
customer.
IX. GOVERNING LAW. This agreement shall be governed by the laws of the State
of California.
ACCEPTED AND AGREED ON BEHALF OF:
UNISYS SAGENT TECHNOLOGY, INC. ("SAGENT")
--------------------------------
/s/ MANUEL LAVIN /s/ DAVID E. SILVER
-------------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)
Manuel Lavin David E. Silver
-------------------------------- ----------------------------------
(Print Name) (Print Name)
Director 12/27/96 Director 12/27/96
-------------------------------- -------------------------------
(Title) (Date) (Title) (Date)
<PAGE> 80
SAGENT TECHNOLOGY INC.
BUSINESS DEVELOPMENT PARTNER
EVALUATION SERVICE AGREEMENT
This Agreement is made effective December 27, 1996 between Sagent Technology
Inc. ("Sagent") a California based corporation, with offices at 750 Menlo Avenue
Suite 300, Menlo Park, CA 94025 and Unisys ("BDP"), with offices at 2276 High
Crest Rd. Rosevill, Mn 55113
X. SAGENT LICENSES THE BDP TO INSTALL AND USE THE SOFTWARE INTERNALLY
DURING THE EVALUATION PERIOD ONLY. "Software" means only our computer
program(s) that make up the Sagent Evaluation Kit, any documentation
("Documentation"') and updates that we may deliver to you and portions
and copies in any form. The "Evaluation Period" is defined as a ninety
(90) day time period from the effective dale listed on the Agreement.
XI. PROPRIETARY RIGHTS. Sagent's software programs ("Product(s)") are owned
by Sagent or its licensors and are protected by copyright law, trade
secret laws and international conventions. All rights in and to patents,
copyrights, trademarks and trade secrets in the Product(s) are and shall
remain with Sagent and its licensors. No title to or ownership of
Product(s) is transferred to BDP's Customer's ("End-User").
XII. PROHIBITED USES. BDP and/or End-User may not: (i) modify. adopt, reverse
engineer, or disassemble the Product(s); (ii) create derivative works
based on Product(s); (iii) make copies of the Product(s) except for
backup or archival purposes; or (iv) transfer the Product(s) or any part
thereof to any third party or to a new LAN without Sagent's prior
written consent.
XIII. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND LIABILITY REGARDING THE
SOFTWARE THAT YOU WILL BE EVALUATING. YOU ACCEPT IS "AS IS". BDP is
responsible for installing the Software, and for determining whether the
Software is suitable, secure. and reliable for your purposes. We will
provide BDP with telephone hotline support at no extra charge during the
Evaluation Period only, but any other maintenance, support. or full
Software license must be purchased separately. We do not warrant that
the Software is error-free, or that any errors will be corrected. THE
FOREGOING IS IN LIEU Of ALL WARRANTIES TO BDP OR ANY THIRD PARTY,
EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY
PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
STATUTE, LAW OR TRADE DEALING OR USAGE. Sagent is not liable for
incidental, special or consequential damages for any reason (including
loss of data or other business or property damage) even if foreseeable,
and our liability in all events will not exceed the License Fee that you
have paid if any. You agree to implement backup and recovery procedures
adequate to prevent loss due to malfunction.
XIV. YOU WILL RESPECT OUR COPYRIGHT IN THE SOFTWARE. BDP will not copy the
Software programs except to the extent necessary to use for internal
Evaluation. BDP may make one copy of the Software program for back-up
use only. You will put our copyright notices on all copies. You may not
copy the Documentation.
XV. CONFIDENTIALITY. This Agreement and any information and date of any
nature including, but not limited to, proprietary, technical, marketing.
operating. performance, cost, know-how. business discoveries, trade
secrets, techniques, process, computer programming techniques, and all
record-bearing media containing or disclosing such information and
techniques furnished by one party to the other in connection with this
Agreement ("Confidential Information") and all copies of Confidential
Information made by the receiving party: (a) shall be held in confidence
and protected in accordance with the security measures with which it
protects its own proprietary or confidential information which it does
not wish to disclose but in no event using less then reasonable care;
(b) shall be used by the receiving party and its employees only to
perform their responsibilities pursuant to this Agreement; (c) shall not
be reproduced or copied, in whole or in
<PAGE> 81
part, except as necessary for its authorized use; and (d) shall be
returned to originating party upon request or destroyed, together with
all copies, when it is no longer needed or upon termination or
expiration of the Agreement, except as expressly provided herein.
Confidential Information shall not be disclosed to third parties,
including but not limited to the receiving party's dealers or
distributors without the prior, written consent of the originating
party. Information disclosed pursuant to this Agreement that either
party considers Confidential Information and that is provided in
tangible form shall be marked confidential, proprietary or private. The
receiving party shall have no obligation to treat as proprietary any
information which: (a) was previously known to the receiving party free
of any confidentiality obligation. (b) is disclosed to third parties by
the disclosing party without restriction. (c) is or becomes publicly
available other than by the receiving party's breach of its obligations;
or (d) is independently developed by the receiving party, as documented
by written evidence. The parties agree to adhere to the requirements of
this Article for three (3) years following the termination or expiration
of this Agreement.
XVI. EXPORT RESTRICTION. This Agreement is subject to all present and future
regulations and restrictions of the government and agencies of the
United States. BCP agrees that it will not ship or divert the Product(s)
or technical data with respect thereto for use in any country or
countries in contravention of the laws and regulations of such
government or agencies or knowingly cause or permit such shipping or
diversion without the prior written approval of such government or
agencies
XVII. TERMINATION. Either party may terminate this Agreement by written notice
upon any material breach of this Agreement by the other party, which if
remediable, has not been corrected within thirty (30) calendar days
after written notice. At the end of the applicable Evaluation Period, or
upon termination if earlier, you will return the Software, Documentation
and all copies of Sagent. You authorize us, at our discretion to charge
you the applicable full-system license fee for any Software and/or
Documentation that you do not return to us at the end of the Evaluation
Period in unmarked condition, suitable for evaluation by another
customer.
XVIII. GOVERNING LAW. This agreement shall be governed by the laws of the State
of California.
ACCEPTED AND AGREED ON BEHALF OF:
UNISYS SAGENT TECHNOLOGY, INC. ("SAGENT")
--------------------------------
/s/ MANUEL LAVIN /s/ DAVID E. SILVER
-------------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)
Manuel Lavin David E. Silver
-------------------------------- ----------------------------------
(Print Name) (Print Name)
Director 12/27/96 Director 12/27/96
-------------------------------- -------------------------------
(Title) (Date) (Title) (Date)
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