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Subcontractor Work Order Agreement - Sagent Technology Inc.


                              TERMS AND CONDITIONS

1.       INDEPENDENT CONTRACTORS. Subcontractor and __________ are independent
         contractors. Neither party is an employee, agent or representative of
         the other party. Neither party shall have any right, power, or
         authority to enter into any agreement for or on behalf of the other
         party, or to incur any obligation or liability or otherwise bind the
         other party. This Agreement does not create an association, joint
         venture, or partnership between the parties nor imposes any partnership
         liability upon either party.

2.       WARRANTIES. Subcontractor warrants that Subcontractor has the right to
         enter into this Agreement and further warrants:

         a.       that the service shall be performed in a good and professional

         b.       that Subcontractor shall at all times comply with __________
                  or its client's security provisions and other __________ or
                  client policies and procedures made known to Subcontractor;

         c.       that Subcontractor shall not violate or infringe upon any
                  their party rights, including but not limited to property,
                  contract, employment, trade secret, confidential and
                  proprietary information, or any trademark, copyright or patent
                  rights; and

         d.       that Subcontractor shall not violate any applicable federal,
                  state, or local laws, rules or regulations in the performance
                  of services under this Agreement.

3.       OWNERSHIP. All work or materials developed or provided by Subcontractor
         under this Agreement shall be deemed to be work made for hire and owned
         exclusively by __________. Such work or materials shall include and is
         not limited to data, notes, plans, documentation, specifications,
         designs, files, software (in source and object code form), upgrades,
         revisions, modification, or enhancements. In the event such work or
         materials may not, by operation of law, be work made for hire.
         Subcontractor hereby assigns to __________ all rights in such work and
         materials and all copyrights and patents rights therein. Subcontractor
         shall also disclose to __________ all discoveries, inventions, ideas or
         techniques (inventions) made by Subcontractor in the performance of
         services under this Agreement. All such Inventions shall also be owned
         exclusively by __________. Subcontractor shall execute any document and
         provide reasonable assistance to __________ as __________ may
         reasonably request to give full effect to __________'s ownership rights

4.       INDEMNIFICATION. Subcontractor shall indemnify and hold __________, its
         officers, employees and agents harmless from any and all claims,
         liability damages, losses and expenses arising from:

         a.       any personal injury (or death) or damage of any property
                  arising out of or in any way connected with any act or
                  omission by Subcontractor in the provision of services under
                  this Agreement;

         b.       any taxes or other payments owned by Subcontractor to any
                  governmental agency as a result of any services provided
                  hereunder, any compensation owned to any employee or
                  subcontractor of Subcontractor for services provided
                  hereunder, or any determination that Subcontractor is not an
                  independent contractor; and

         c.       any claim by a third party that the work or materials provided
                  hereunder infringes a copyright, patent, trade secret or other
                  intellectual property right of such third party.

5.       CONFIDENTIALITY. In the course of providing services hereunder,
         Subcontractor may have access to confidential and proprietary
         information and materials of __________ or its clients (Confidential
         Information). Confidential Information includes and is not limited to,
         information related to past, present or future research, development or
         business affairs, any proprietary products, materials or methodologies,
         or any other information which provides __________ or its clients with
         a competitive advantage. Confidential

         Information shall be used by Subcontractor only in conjunction with the
         provision of services hereunder and shall not be disclosed to any third
         party. No rights or licenses under patents, trademarks or copyrights
         are ranted or implied by any disclosure of Confidential Information.
         Upon __________'s request or completion or termination of this
         Agreement, Subcontractor shall return all Confidential Information to
         __________. This Section 5 shall survive the expiration or termination
         of this Agreement.


         6.1      __________ has the right to immediately terminate this
                  Agreement without cause upon ten (10) days prior written
                  notice to Subcontractor.

         6.2      Either party may terminate this Agreement upon ten (10) days
                  prior written notice to the other party if the other party is
                  in default of any provision of this Agreement and such default
                  is not cured within the ten (10) day period.

         6.3      Upon termination of this Agreement, Subcontractor shall cease
                  all work and shall promptly provide __________, without
                  additional cost to __________, all work and materials
                  developed by Subcontractor under this Agreement. Subcontractor
                  shall also return to __________ all materials and Confidential
                  Information provided to Subcontractor in connection with this

7.       NONCOMPETITION AND SOLICITATION __________ may, in connection with this
         Agreement, disclose to Subcontractor Confidential Information regarding
         __________'s clients and the products and services to be provided to
         such clients by __________. In consideration of the fees to be paid
         hereunder, Subcontractor agrees not to solicit such clients directly or
         indirectly, for any similar products and services during the term of
         this Agreement and for a period of one (1) year thereafter.
         Subcontractor further agrees not to solicit or approach for employment,
         either directly or indirectly, any __________ personnel during the term
         of this Agreement and for a period of one (1) year thereafter.

8.       PUBLICITY AND TRADEMARKS. Neither party shall publicize or use the name
         or trademarks of the other party in any manner, or those of
         __________'s clients, without the prior written consent of the other


10.      NONEXCLUSIVITY. This Agreement is nonexclusive and the parties may
         enter into similar agreements with other parties without restriction as
         to number, location and application.

11.      NOTICES. Any notice, request, authorization, direction, or other
         communication under this Agreement shall be given in writing and
         delivered in person or by certified or first-class United States mail,
         properly addressed and stamped with the required postage to the
         intended recipient.

12.      NONWAIVER. The failure of either party to insist upon or enforce strict
         conformance by the other party of any provision of this Agreement or to
         exercise any right under this Agreement shall not be construed as a
         waiver or relinquishment of such party's right unless made in writing
         and shall not constitute any subsequent waiver or relinquishment.

13.      INVALID PROVISION. The invalidity or unenforceability of any provision
         of this Agreement shall not affect the other provisions hereof, and
         this Agreement shall be construed in all respects as if such invalid or
         unenforceable provisions were omitted.

14.      CUMULATIVE REMEDIES. The rights and remedies afforded to either party
         pursuant to any provision of this Agreement are in addition to and do
         not in any way limit any other rights or remedies afforded to either
         party by any other provision of this Agreement or by law. All such
         rights and remedies are cumulative and may be exercised singularly or

15.      SUCCESSORS AND ASSIGNS. Neither party may assign any rights hereunder
         without the prior written consent of the other party, which consent
         shall not be unreasonably withheld. Any assignment of rights shall not
         work as a novation of obligations thereunder without written agreement.
         Any attempt to assign any rights, duties, or obligations hereunder
         without the other party's written consent will be void. Notwithstanding
         the above, either party may 

         assign this Agreement to a surviving entity in connection with any
         merger, acquisition or consolidation.

16.      SURVIVAL. Sections 3, 4, 5, 6.3, 7 and 9 shall survive any termination
         of this Agreement.

17.      ENTIRE AGREEMENT. This Agreement and its attachment(s) set forth the
         entire agreement between the parties and supersedes any and all prior
         or contemporaneous agreements of the parties with respect to the
         subject matter contained herein. __________ shall not be bound by, and
         specifically objects to, any term, condition, or other provision
         inconsistent with or in addition to any provision of this Agreement
         that is submitted by Subcontractor in any correspondence or any other
         document, unless __________ specifically agrees to such provision in a
         written instrument signed by an authorized representative of
         __________. No change, amendment, or modification of any provision of
         this Agreement shall be valid unless set forth in a written instrument
         signed by both parties.

18.      APPLICABLE LAW. This Agreement shall be governed by the laws of the
         State of California.

                             SUBCONTRACTOR AGREEMENT

                                   SCHEDULE A


                             SAGENT TECHNOLOGY, INC.

                       PROJECT CODE NO. __________________

Sagent Technology, Inc. agrees to provide the services described in the
Statement of Work. Following the successful delivery of services,
________________ will pay Sagent Technology, Inc. in accordance with the
following fee schedule and payment terms. This Schedule A shall be subject to
the terms and conditions of the Subcontractor Work Order Agreement between
__________ and Sagent Technology, Inc.

1.       STATEMENT OF WORK: Sagent Technology, Inc. agrees to provide the
         necessary resources to __________ to test and develop the following
         five reports, using Sagent Query Tools at __________'s client

         a.       Income Statement by Organization and by Contract Type [2

         b.       Overhead Rate Analysis (actual versus budget) [1 template]

         c.       Revenue Accrual (actual versus budget) [1 template]

         d.       Actual versus Budget by Cost Center (charging and owning) [2
                  templates: 1 for charging]

         e.       Labor Productivity (dollars and hours) [4 templates: 3 for
                  dollars, 1 for hours]

         __________ agrees to pay a fixed price of $15,000 plus reasonable
         travel and living expenses that may be incurred during the delivery of
         this engagement. The estimated duration of this effort is expected to
         be fifteen (15) working days, these fifteen (15) days are a portion of
         the forty (40) days quoted to _______________ directly from Sagent
         Technology, Inc. on Quote 1 (attached) of Sagent Technology, Inc.
         Schedule A for implementation of Sagent Software. Upon
         _______________'s request, fifteen (15) days out of forty (40) were
         transferred to __________ in order to assist in the timely development
         of the above referenced reports. This effort is scheduled to begin

         Any work that may be required outside the scope of the above described
         services must be in the form of a written request by the Sagent Project
         Manager and processed as an addendum to this Schedule A.

         __________ will be billed upon the successful completion of the above
         described services, and the acceptance of those services by __________.
         Payment terms are net 30.

         Subcontractor must submit timecards and any expenses for the previous
         week's work on Monday's, to the ___________ Project Manager for review
         and approval.

         Within two business days after the end of a billing period, as defined
         in the Fee Schedule and Payment Terms, the Subcontractor shall submit
         an invoice to:


The invoices shall contain the following information:

         Invoice Number
         Date of Invoice
         Period covered by this Invoice - From/To Dates
         Social Security Number or Federal Tax Identification Number
         Reference to the Subcontractor Agreement, Effective Date
         Project Code number __________ (Please reference as Purchase 
           Order Number) 
         Services performed and amounts due
         Pre-approved travel and/or per diem expenses if authorized in Fee
           Schedule and Payment Terms
         Copies of weekly timecards, expense reports and receipts will be

SAGENT TECHNOLOGY, INC.                     COMPANY:  __________________________

By:  _____________________________          By:  _______________________________
     Authorized Representative                   Authorized Representative

Name:  ___________________________          Name:  _____________________________

Title:  __________________________          Title:  ____________________________

Date:  ___________________________          Date:  _____________________________

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