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EXHIBIT 10.18
[SAGENT TECHNOLOGY, INC. LOGO]
SAGENT TECHNOLOGY, INC.
SOFTWARE LICENSE AGREEMENT
END USER
AGREEMENT by and between Sagent Technology, Inc. ("Sagent") located at 0000 X.
Xxxxxxxx Xx., Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000,
and_______________________________ including its subsidiaries and affiliates
(the "Licensee").
1. LICENSE
In accordance with the terms herein, Sagent grants to Licensee, and Licensee
accepts from Sagent, a perpetual non-exclusive and non-transferable license to
use the current object code version of Sagent's Software. Licensee may install
the Software for the number specified in the description of the Software
attached as Exhibit A.
Licensee's use is restricted so that Licensee may not:
(a) Sublicense, sell, lease, or rent the Software;
(b) Decompile, disassemble, reverse engineer the Software;
(c) Create a derivative work of the Software;
(d) Use the software by more than the number of concurrent users that have been
licensed; or
(e) Reveal benchmark tests.
2. COPIES
The license(s) granted herein include(s) the right to copy the Software to use
the Software as specified in Schedule "A" pursuant to this license and for
archival and back-up only. In order to protect Sagent's copyrights in the
Software, Licensee agrees to reproduce and incorporate Sagent's copyright notice
in any copy, modifications or partial copy.
3.
Licensee may physically transfer the Software from (as applicable):
a. one stand alone computer or network node to another stand alone computer
network node; or
b. one server to another server, provided the Software is used on only one
computer, network node or server at a time; or
c. the same number of stand alone computers, network nodes or server to the
same other stand alone network nodes or servers.
4. PRICE AND PAYMENT
Licensee shall make payment to Sagent for the Software license pursuant to the
fees and payment terms set forth in Exhibit A.
5. SOFTWARE OWNERSHIP
Sagent represents that it has all rights required to licensee the Software and
all portions thereof and to grant Licensee the license.
6. OTHER SERVICES
Sagent may provide Licensee with consulting services, software maintenance, and
technical support through separate agreements.
7. TITLE TO SOFTWARE SYSTEMS
The Software and all copies thereof are proprietary to Sagent and title thereto
remains with Sagent. All applicable rights to patents, copyrights, trademarks
and trade secrets in the Software or any modifications or derivative works
belong to and shall remain in Sagent. Licensee shall not sell, transfer,
publish, or otherwise make available the Software or copies thereof to others.
Licensee agrees to secure and protect each module, software product,
documentation and copies thereof in a manner
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consistent with the maintenance of Sagent's rights therein and to take
appropriate action by instruction or agreement with its employees or consultants
who are permitted access to each program or software product to satisfy its
obligations hereunder. All copies made by the Licensee of the Software and other
programs developed hereunder, including translations, compilations, partial
copies with modifications and updated works, are the property of Sagent.
Violation of any provision of this paragraph shall be the basis for immediate
termination of this License Agreement.
8. CONFIDENTIALITY
Each party agrees to afford the other party's Proprietary Information the same
degree of protection against unauthorized use or disclosure as each party
normally provides for its Proprietary Information, provided that each party's
obligation shall not apply to information which:
i) Is known to the receiving party at the time of disclosure by the
disclosing party;
ii) Is now or hereafter in the public domain through no fault of the
receiving party;
iii) Is developed independently by the receiving party; and
iv) Is generally known or available from third parties without
restriction; and
The term "Proprietary Information" means documented information or software
which at the time of its disclosure to the receiving party is identified as
Proprietary by an appropriate stamp or legend.
9. WARRANTY
(a) Sagent warrants that Software will conform, as to all substantial
operational features, to Sagent's current published specifications when
installed and will be free of defects which substantially affect system
performance.
(b) The Licensee must notify Sagent in writing, within ninety (90) days of
delivery of the Software to the Licensee (not including delivery of any
subsequent modifications to the Software), of its claim of any such
defect. If the Software is found defective by Sagent, Sagent's sole
obligation under this warranty is to use reasonable commercial efforts to
attempt to correct or work around errors, replace defective media or
replace the Software with functionally equivalent Software.
(c) 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.
(d) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY
SAGENT. SAGENT MAKES AND LICENSEE RECEIVES NO WARRANTY, EXPRESS OR
IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAGENT SHALL HAVE
NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY
IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SAGENT FOR DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF
THE SOFTWARE SYSTEMS.
(e) If any modifications are made to the Software by Licensee during the
warranty period, this warranty shall immediately be terminated.
Correction for difficulties or defects traceable to Licensee's errors or
systems changes shall be billed at Sagent's standard time and material
charges.
(f) Licensee agrees that Sagent's liability arising out of contract,
negligence, strict liability in tort or warranty shall not exceed any
amounts payable by Licensee for the Software identified above.
10. INDEMNITY
Sagent, at its own expense, will defend any action
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brought against Licensee to the extent that it is based on a claim that any
software system used within the scope of this License Agreement infringes any
U.S. patents, copyrights, license or other property right, provided that Sagent
is immediately notified in writing of such claim. Sagent shall have the right to
control the defense of all such claims, lawsuits and other proceedings. In no
event shall Licensee settle any such claim, lawsuit or proceeding without
Sagent's prior written approval.
If, as a result of any claim of infringement against any patent, copyright,
license or other property right, Sagent is enjoined from using the Software, or
if Sagent believes that the Software is likely to become the subject of a claim
of infringement, Sagent at its option and expense may procure the right for
Licensee to continue to use the Software, or replace or modify the Software so
as to make it non-infringing. If neither of these two options is reasonably
practicable Sagent may discontinue the license granted herein on one month's
written notice and refund to Licensee the unamortized portion of the license
fees hereunder (based on four years straight line depreciation, such
depreciation to commence on the date of this Agreement). The foregoing states
the entire liability of Sagent with respect to infringement of any copyrights or
patents by the Software or any parts thereof.
11. TERMINATION
Sagent shall have the right to terminate this agreement and license(s) granted
herein:
(a) Upon ten days' written notice in the event that Licensee, its officers or
employees violates any provision of this License Agreement including, but
not limited to, confidentiality and payment.
(b) In the event of termination by reason of the Licensee's failure to comply
with any part of this agreement, or upon any act which shall give rise to
Sagent's right to terminate, Sagent shall have the right, at any time, to
terminate the license(s) and take immediate possession of the Software
and documentation and all copies wherever located. Within five (5) days
after termination of the license(s), Licensee will return to Sagent the
Software in the form provided by Sagent or as modified by the Licensee,
or upon request by Sagent to destroy the Software and all copies, and
certify in writing that they have been destroyed. Termination under this
paragraph shall not relieve Licensee of its obligations regarding
confidentiality of the Software.
(c) Without limiting any of the above provisions, in the event of termination
as a result of the Licensee's failure to comply with any of its
obligations under this License Agreement, the Licensee shall continue to
be obligated for any payments due. Termination of the license shall be in
addition to and not in lieu of any equitable remedies available to
Sagent.
(d) Licensee may terminate this agreement at any time provided payment in
full has been made and Licensee returns the original and all copies of
Software to Sagent.
12. TAXES
Licensee shall, in addition to the other amounts payable under this License
Agreement, pay all sales and other taxes, federal, state, or otherwise, however
designated, which are levied or imposed by reason of the transactions
contemplated by this License Agreement. Without limiting the foregoing, Licensee
shall promptly pay to Sagent an amount equal to any such items actually paid, or
required to be collected or paid by Sagent.
13. GENERAL
(a) Each party acknowledges that it has read this Agreement, it understands
it, and agrees to be bound by its terms, and further agrees that this is
the complete and exclusive statement of the Agreement between the
parties, which supersedes and merges all prior proposals, understandings
and all other agreements, oral and written, between the parties relating
to this Agreement. This Agreement may not be modified or altered except
by written instrument duly executed by both parties.
(b) Dates or times by which Sagent is required to make performance under this
license shall be postponed automatically to the extent that Sagent is
prevented from meeting them by causes beyond its reasonable control.
(c) This Agreement and performance hereunder shall be governed by the laws of
the State of
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California. Venue shall be in Santa Xxxxx County,
California.
(d) No action, regardless of form, arising out of this Agreement may be
brought by Licensee more than two years after the cause of action has
arisen.
(e) If any provision of this Agreement is invalid under any applicable
statute or rule of law, it is to that extent, deemed to be omitted.
(f) The Licensee may not assign or sub-license, without the prior written
consent of Sagent, its rights, duties or obligations under this Agreement
to any person or entity, in whole or in part. A sale of substantially all
of Licensee's assets to a third party or any transfer of more than 50% of
the voting stock of Licensee to a third party shall not constitute an
assignment under this license.
(g) The prevailing party in any action related to this agreement shall have
the right to recover its reasonable expenses including attorney's fees.
(h) The waiver or failure of Sagent to exercise, in any respect, any right
provided for herein shall not be deemed a waiver of any further right
hereunder.
SAGENT TECHNOLOGY, INC.: LICENSEE:
Name:__________________________ Name:___________________________
(Print) (Print)
Address:_______________________ Address:________________________
Signature:_____________________ Signature:______________________
Title:_________________________ Title:__________________________
Date:__________________________ Date:___________________________
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EXHIBIT A
1. SOFTWARE
Software means the following programs in object code and related online
documentation:
1.
The number of users permitted to use the Software under this license is
______.
2.
The number of users permitted to use the Software under this license is
______.
3.
The number of users permitted to use the Software under this license is
______.
2. LICENSE FEE
Licensee will be billed upon signing a fee of U.S. $_____________ payable
net 30.
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DESCRIPTIONS TO BE USED
IN EXHIBIT "A"
Quantity Description Amount
SAGENT DATA LOAD SERVER
The Sagent Data Load Server performs processing for the
extraction, transformation and loading of data into data
marts. It is a high performance application server that has
been designed from the ground up to exploit 32-bit,
multi-threaded computing.
SAGENT DATA ACCESS SERVER
The Sagent Data Access Server performs processing for the
delivery of information to users, whether they are accessing
data via the Web or in a client/server environment. It is a
high performance application server that has been designed
from the ground up to exploit 32-bit, multi-threaded
computing.
SAGENT WEBLINK
Sagent WebLink is a server-based application for giving Web
users query, analysis and reporting capabilities.
SAGENT ADMIN
Sagent Admin is a client application that provides
administrators the ability to manage user security and
metadata.
SAGENT DESIGN STUDIO
Sagent Design Studio is a client application that provides
intuitive and powerful visual tools for defining metadata and
data flow plans.
SAGENT AUTOMATION SERVER
Sagent Automation Server is a server-based application that
performs powerful event-driven scheduler for automating and
troubleshooting tasks.
SAGENT AUTOMATION STUDIO
Sagent Automation Studio is a client application for defining
automation flows that will be executed by Sagent Automation
Server.
SAGENT STATISTICAL CALCULATOR
The Sagent Statistical Calculator provides server-based
analytical computing to deliver a wide range of statistical
functions that apply advanced manipulations to data. The
Sagent Statistical Calculator makes it easy to create powerful
expressions that refine data, whether it is for loading data
marts or delivering information to end users.
SAGENT INFORMATION STUDIO
Sagent Information Studio is a client application that
provides an intuitive environment for end users to access and
share data.
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DESCRIPTIONS TO BE USED
IN EXHIBIT "A"
(CONTINUED)
Quantity Description Amount
SAGENT ANALYSIS
Sagent Analysis is an Information Studio module that enables
users to perform multi-dimensional analysis of data.
SAGENT REPORTS
Sagent Reports is an Information Studio module that enables
users to develop sophisticated reports that includes
information stored in data marts.
STATVIEW FOR SAGENT
StatView for Sagent is a client application that provides a
simple, flexible, and powerful interface for performing
complex statistical analyses on corporate data stored in data
marts or data warehouses.
CRYSTAL REPORTS
Crystal Reports is a popular client application that enables
users to develop reports.
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