Agreement for Consulting and Training Services - Sagent Technology Inc.


[SAGENT TECHNOLOGY, INC LOGO]

                                                        AGREEMENT FOR CONSULTING
                                                           AND TRAINING SERVICES


This agreement for consulting and training services is between
___________________________ ('Customer') and Sagent Technology, Inc.'s, Sagent
Professional Services located at 800 W. El Camino Real, Suite 300, Mountain
View, CA 94040, USA ('Consultant').

Customer and Consultant agree as follows:

1.       SERVICES PROVIDED

1.1      SERVICES. Consultant agrees to provide Customer consulting services at
         the fees described on Exhibit A. The parties may change the services
         provided any changes are signed by authorized agents for both parties.

1.2      CONTROL OF SERVICES. Consultant shall determine the time, place,
         method, details, and means of performing the Services. Customer agrees
         to furnish any facilities, personnel and equipment necessary to
         facilitate Consultant's providing the Services.

2.       CONSULTANT PERSONNEL

2.1      CONSULTANT STAFF. Consultant will provide adequate staff to render the
         Services. In the event that any Consultant staff is found to be
         unacceptable to Customer, Customer shall notify Consultant of such fact
         and Consultant shall work with Customer to resolve the problem
         including removal of staff and providing a replacement acceptable to
         Customer.

2.2      INDEPENDENT CONTRACTOR. Consultant is an independent contractor.
         Neither Consultant nor Consultant's employees are, or shall be deemed
         for any purpose to be, employees of Customer. Customer shall not be
         responsible to Consultant, Consultant's employees or any governing body
         for any payroll-related taxes related to the performance of the
         Services.

3.       PROJECT MANAGEMENT

3.1.     CUSTOMER PROJECT MANAGER. Customer shall designate a project manager
         for the Services (the 'Customer Project Manager') who shall act as a
         liaison between Customer and Consultant.

3.2.     PROGRESS REPORTS AND MEETINGS. Consultant and Customer Project Manager
         shall hold meetings and issue reports as the parties deem necessary to
         complete the services.

4.       RECORDS AND TAXES

4.1.     RECORDS. Consultant shall maintain complete and accurate accounting
         records, in a form in accordance with generally accepted accounting
         principles, to substantiate Consultant's charges and expenses hereunder
         and Consultant shall retain such records for a period of one (1) year
         from the date of final payment under any Schedule.

4.2.     TAXES. Customer agrees to pay the amount of any sales, use, excise or
         similar taxes applicable to the performance of the Services, if any,
         or, in lieu thereof, Customer shall provide Consultant with a
         certificate acceptable to the taxing authorities exempting Customer
         from payment of these taxes.

5.       INDEMNITY AND INSURANCE

5.1.     INDEMNITY. Consultant agrees to defend at its own cost and expense any
         claim or action against Customer for actual or alleged infringement of
         any United States patent, copyright or other property right (including,
         but not limited to, misappropriation of trade secrets) based on any
         service furnished to Customer by Consultant pursuant to the terms of
         this Agreement. Consultant agrees, should Customer's use of any service
         furnished to Customer by Consultant be enjoined by any court, to
         promptly obtain, at no expense to Customer, the right to continue to
         use the items so enjoined or, at no expense to Customer, provide
         Customer promptly with substitute items to the enjoined products. The
         limit to Consultant's liability for all costs, expenses, judgments,
         fees and settlements under this provision shall be the amount Customer
         has 



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                        Agreement for Consulting Services
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         paid under this agreement.

5.2.     INDEMNITY. Customer agrees to defend at its own cost and expense any
         claim or action against Consultant based on Customer's products or
         services (excluding rights licensed from Consultant) including claims
         for actual or alleged infringement of any United States patent,
         copyright or other property right (including, but not limited to,
         misappropriation of trade secrets). The limit to Customer's liability
         for all costs, expenses, judgments, fees and settlements under this
         provision shall be the amount Customer has

5.3.     INSURANCE. Consultant shall procure and maintain for itself and its
         employees all insurance coverages as required by Federal or State law,
         including workers' compensation insurance.

6.       CONFIDENTIALITY AND PROPRIETARY RIGHTS

6.1.     CONFIDENTIALITY. The parties acknowledge that Customer and Consultant
         each own valuable trade secrets, and other confidential information.
         Such information may include software code, routines, data, know-how,
         designs, inventions and other tangible and intangible items. All such
         information owned by the parties is defined as 'Confidential
         Information'. This provision does not apply to Confidential Information
         that is 1) in the public domain through no fault of the receiving
         party, 2) was independently developed as shown by documentation, 3) is
         disclosed to others without similar restrictions, or 4) was already
         known by the receiving party.

6.2.     NON-DISCLOSURE. The parties agree that they will not, at any time
         during or after the term of this Agreement, disclose any Confidential
         Information to any person, and that upon termination of this Agreement,
         each party will return any Confidential Information that belongs to the
         other party.

6.3.     PROPRIETARY RIGHTS. All services provided under this agreement and all
         materials, products, inventions, works, and deliverables developed or
         prepared by Consultant under this Agreement are the property of
         Consultant and all title and interest therein shall vest in Consultant.
         These rights include patent rights, copyright, derivative rights, trade
         secrets, and trademarks. All intellectual property owned by Customer
         shall belong to Customer. Consultant grants Customer a non-exclusive,
         worldwide, perpetual, royalty free license to make, use, or sublicense
         any of Consultant's intellectual property developed or prepared under
         this Agreement.

7.       WARRANTIES

7.1.     CONSULTANT WARRANTIES. Consultant warrants that each of its employees
         assigned to perform services under this agreement shall have the proper
         skill, training and background to perform in a competent and
         professional manner. Customer acknowledges that the services include
         unknown and unforeseen problems and Consultant shall attempt to solve
         such problems. Customer acknowledges that Consultant does not warrant
         that there will be a satisfactory solution to all problems. CUSTOMER
         AGREES THAT CONSULTANT WARRANTS ITS SERVICES 'AS IS' AND THAT
         CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER
         AGREES CONSULTANT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES,
         LOST PROFITS, OR ANY DIRECT OR INDIRECT DAMAGES. Customer acknowledges
         that the rates charged by Consultant would be substantially higher but
         for these limitations.

8.       GENERAL

8.1.     TERM AND TERMINATION. This Agreement shall commence when last signed by
         both parties and shall continue for a period of one year. In the event
         of any material breach of this Agreement by either party, the other
         party may cancel this Agreement. Either party may terminate this
         Agreement by giving the other party two weeks prior written notice of
         its election to terminate. In such case, Customer agrees to pay
         Consultant for all charges and expenses incurred by the Consultant up
         to the effective date of termination.

8.2.     ASSIGNMENT. Neither party may assign this Agreement or any of its
         rights or obligations hereunder without the prior written consent of
         the other party. A sale of substantially all the assets of a party or a
         merger of a party does not constitute and assignment for purposes of
         this clause.

8.3.     NOTICES. Any notices or communication under this Agreement shall be in
         writing and shall be by confirmed facsimile, overnight deliver or
         certified mail return receipt requested to the party receiving such
         communication at the address specified below:



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                        Agreement for Consulting Services
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         If to Customer:

         Attn.: _____________________________________

                _____________________________________

                _____________________________________

         If to Consultant:
         Attn.:
         Sagent Technology, Inc.
         800 W. El Camino Real, Suite 300
         Mountain View, CA  94040

8.4.     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of California.

8.5.     MODIFICATIONS. No changes or waivers to this Agreement shall be binding
         unless made in writing and duly signed by authorized agents of both
         parties.

8.6.     COMPLETE AGREEMENT. This Agreement and each Exhibit attached hereto set
         forth the entire understanding of the parties as to the subject matter
         therein and may not be modified except in a writing executed by
         authorized agents of both parties.

8.7.     NON-SOLICITATION. Unless otherwise mutually agreed to by the parties in
         writing, the parties agree that they will not hire or solicit the
         employment of any personnel of the other party during the term of this
         agreement and for a period of six (6) months after the termination of
         this agreement.


IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date last written below.

Customer                                    Consultant

Dated:  __________________________          Dated:  ___________________________

Name:   __________________________          Name:   ____________________________

Title:  __________________________          Title:  ____________________________


Customer
Bill To Address
Name:               ________________________________________

Address 1           ________________________________________

Address 2           ________________________________________

City, State, Zip    ________________________________________

Phone:              ________________________________________



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                        Agreement for Consulting Services
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                             SAGENT TECHNOLOGY, INC.

                                    EXHIBIT A


Project Services:  Consultant will provide the service as described below:

                   1.
                   2.
                   3.
                   4.

Compensation:              Consultant will be paid $________ per day. Each day
                           shall be no more than 8 hours. Customer shall pay a
                           minimum of one day's compensation plus travel
                           expenses incurred if a scheduled meeting is cancelled
                           less than five days in advance.

Invoices:                  All invoices are due and payable within 15 days after
                           receipt by Customers.

Expenses:                  Customer shall reimburse Consultant for any
                           reasonable and necessary expenses actually incurred,
                           including travel and living expenses. Reimbursement
                           for expenses incurred will be made pursuant to an
                           invoice or invoices submitted monthly and will
                           reflect the period for which reimbursement is
                           claimed.

Customer to provide:       Workspace, access to telephones, facsimile, and the
                           Internet, and all necessary equipment and software to
                           permit Consultant to perform the services.



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                        Agreement for Consulting Services
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