SAGENT TECHNOLOGY, INC.
[SAGENT LOGO]
SOFTWARE MAINTENANCE AND TECHNICAL
SUPPORT AGREEMENT
Sagent Technology, Inc. ('Sagent') will provide the Support Services listed
below for the Software and the two contacts ('Designated Contacts') named by
Customer on page 3 of this agreement.
1. SUPPORT
Sagent will establish and maintain an organization and process to provide
support for the Software to Customer. Support shall include (i) diagnosis of
problems or performance deficiencies of the Software and (ii) a resolution of
the problem or performance deficiencies of the Software. Sagent will provide
telephone software support on a business day basis. Business day is defined as
6:00 AM through 5:00 PM pacific standard time, excluding holidays and weekends.
In addition, Sagent will provide an Internet based support system generally
available seven (7) days a week, twenty-four (24) hours a day.
Sagent will use its best efforts to cure, as described below, reported and
reproducible errors in the Software. Sagent utilizes the following four (4)
severity levels to categorize reported problems:
SEVERITY 1 CRITICAL BUSINESS IMPACT
The impact of the reported deficiency is such that the customer is unable to
either use the Software or reasonably continue work using the Software. Sagent
will commence work on resolving the deficiency within one (1) hour of
notification and will engage staff during business hours until an acceptable
resolution is achieved.
SEVERITY 2 SIGNIFICANT BUSINESS IMPACT
Important features of the Software are not working properly and there are no
acceptable, alternative solutions. While other areas of the Software are not
impacted, the reported deficiency has created a significant, negative impact on
the Customer's productivity or service level. Sagent will commence work on
resolving the deficiency within two (2) hours of notification and will engage
staff during business hours until an acceptable resolution is achieved.
SEVERITY 3 SOME BUSINESS IMPACT
Important features of the Software are unavailable, but an alternative solution
is available or non-essential features of the Software are unavailable with no
alternative solution. The customer impact, regardless of product usage, is
minimal loss of operational functionality or implementation resources. Sagent
will commence work on resolving the deficiency within one (1) business day of
notification and will engage staff during business hours until an acceptable
resolution is achieved.
SEVERITY 4 MINIMAL BUSINESS IMPACT
Customer submits a Software information request, software enhancement or
documentation clarification which has no operational impact. The implementation
or use of the Software by the Customer is continuing and there is no negative
impact on productivity. Sagent will provide an initial response regarding the
request within one (1) business week.
This agreement is not intended as a consulting agreement for customer services.
With respect to severity one (1) reported deficiencies, Sagent may, with the
concurrence of the Customer, elect to send senior support or development staff
to the Customer location to accelerate problem resolution. Sagent will be
responsible for the costs associated with this escalated problem resolution if
the problem is determined to be related to supported
SAGENT TECHNOLOGY, INC.
SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT
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Software. If it is determined that the problem was not related to the supported
Software, the Customer agrees to pay reasonable travel and lodging expenses in
addition to Sagent's standard consulting rates. Travel time will be charged at
consulting rates.
2. MAINTENANCE
During the term of this agreement, Sagent will provide the Customer with
copyrighted patches, updates, releases and new versions of the Software along
with other generally available technical material. These maintenance materials
including the Software may not be used to increase the licensed number of
versions or copies of the Software. The Customer agrees not to use or transfer
the prior version but to destroy or archive the prior version of the Software.
All patches, updates, release and new versions shall be subject to the license
agreement related to the Software.
3. WARRANTY
Sagent will undertake all 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
Sagent does not guarantee that the problems will be solved or that any item will
be error-free. This agreement is only applicable to Sagent Software running
under the certified environments specified in the release notes for that
product. Sagent will provide the Customer with substantially the same level of
service throughout the term of this agreement. Sagent may from time to time,
however, discontinue Software products or versions and stop supporting Software
products or versions one year after discontinuance, or otherwise discontinue any
support service. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
CONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD PARTY, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR
TRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE ARE PROVIDES
'AS IS'. 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 or if Customer has advised of such a claim. Sagent's
liability shall not exceed the fees that Customer has paid under this agreement.
Customer agrees that the pricing for the services would be substantially higher
but for these limitations.
4. TERM
This agreement shall start on the Effective Date stated below. This agreement
shall run for a period of one (1) year from the Effective Date and shall
automatically renew for consecutive one (1) year periods unless either party
provides written notice of termination within sixty (60) days prior to the
anniversary date of the Effective Date. Payment for each renewal term shall be
due on the renewal date at the current rates for support of the Software. This
agreement may be terminated for non-payment or material breach. Fees paid or due
are non-refundable unless Sagent has materially breached this agreement and has
failed to cure the breach after 30 days written notice.
5. GENERAL
(a) Each party acknowledges that it has read this Agreement, they
understand the agreement and agree to be bound by its terms. Further,
both parties agree that this is the complete and exclusive statement of
the Agreement between the parties, which supersedes and merges all
prior proposals, understandings and
SAGENT TECHNOLOGY, INC.
SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT
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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. The Software and the
use thereof is subject to the license agreement related to the
Software.
(b) Times by which Sagent will perform under this agreement shall be
postponed automatically to the extent that we are prevented from
meeting them by causes beyond reasonable control.
(c) This agreement and performance hereunder shall be governed by the laws
of the State of California. Venue shall be in Santa Clara County,
California.
(d) No action, regardless of form, arising out of this Agreement may be
brought by Customer more than two (2) 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) Customer may not assign or sub-license without the prior written
consent of Sagent, Customer's 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.
The term 'Software' as used in this agreement means:
Software Name, Version and Number of Copies
__________________________________
__________________________________
Designated Contacts, full names followed by telephone number and e-mail address.
(Two maximum).
Contact 1
Name:_____________________________
Telephone #:______________________
E-mail Address:___________________
Contact 2
Name:_____________________________
Telephone #:______________________
E-mail Address:___________________
During the term of this agreement, the Customer may delete and add Designated
Contacts by sending notification in writing on Customer's letter head and
addressed to Sagent's Vice President of Operations. We may rely on such notice
to make the change.
SAGENT TECHNOLOGY, INC.:
Name:_____________________________
Address:__________________________
Signature:________________________
Title:____________________________
Date:_____________________________
CUSTOMER:_________________________
Name:_____________________________
Address:__________________________
Signature:________________________
Title:____________________________
Date:_____________________________
The Effective Date of this
agreement is:
__________________________________
SAGENT TECHNOLOGY, INC.
SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT
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Software Maintenance and Technical Support Agreement - Sagent Technology Inc.
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