{"id":42229,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/development-and-licensing-agreement-abacus-concepts-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"development-and-licensing-agreement-abacus-concepts-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/development-and-licensing-agreement-abacus-concepts-inc-and.html","title":{"rendered":"Development and Licensing Agreement &#8211; Abacus Concepts Inc. and Sagent Technology Inc."},"content":{"rendered":"<pre>                       DEVELOPMENT AND LICENSING AGREEMENT\n\n        This Development and Licensing Agreement ('Agreement') is made by and\nbetween Abacus Concepts, Inc. ('Abacus'), a California corporation and Sagent\nTechnology Inc., a California corporation ('Sagent'). Together, Sagent and\nAbacus are the only parties hereto. The parties' respective addresses are set\nforth on the signature page hereof.\n\n        WHEREAS, Abacus develops and markets computer software;\n\n        WHEREAS, Abacus owns and\/or has rights to certain software that is\ncompatible with the Microsoft Windows operating system and other software; and\n\n        WHEREAS, Sagent and Abacus desire to incorporate certain Abacus software\ninto that certain Sagent Product as defined below that will be compatible with\nthe Microsoft Windows operating systems.\n\n        NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1.      DEFINITIONS\n\n1.1 'Affiliate' of a Person means a Person (a) which controls, directly or\nindirectly, the first Person, (b) which is controlled, directly or indirectly,\nby the first Person, or (c) which is controlled, directly or indirectly, by any\nPerson qualifying as an Affiliate under clause (a) or (b) above.\n\n1.2 'Advance Royalty Payment' means the aggregate amount of $75,000 payable by\nSagent to Abacus in one advance payment pursuant to section 5.2 of this\nAgreement.\n\n1.3 'Agreement' means this Development and Licensing Agreement, as amended,\nsupplemented, or modified from time to time by the parties in writing.\n\n1.4 'Arbitration Panel' shall have the meaning ascribed to such term in Section\n11.1 hereof.\n\n1.5     'Abacus Software' means the SV Software and WB Software.\n\n1.6 'Code' means the United States Bankruptcy Code, as set forth in Title 11 of\nthe United States Code, as amended from time to time.\n\n1.7 'Confidential Information' means any information, including, without\nlimitation, any technical information and any information relating to the\npresent and future business operations or financial condition of the party\ndisclosing the information, whether such information is written or oral,\nincluding, but not limited to, market information, technical information, data,\ndevices, trade secrets, techniques, concepts, samples, plans, methods, financial\ninformation, packaging information, formulae, recipes, processes, instructions,\noutlines of processes, component parts, \n\n\n\nmarketing strategies, projections, matters of a business nature (such as\ndevelopment and improvement of specifications, requirements and preferences,\ncosts and prices, feasibility studies, research data related to the business of\nthe disclosing party, methods of conducting business, and systems), all other\nitems related to the operations and plans (whether current or in development) of\nthe disclosing party which is marked as confidential at the time of disclosure,\ndisclosed by one party to the other pursuant to this Agreement. 'Confidential\nInformation' does not include information that (a) is or becomes generally known\nor available by publication, commercial use, or otherwise through no fault of\nthe receiving party; (b) was known by the receiving party at the time of\ndisclosure by the disclosing party as evidenced by competent written proof; (c)\nis independently developed by the receiving party without use of the disclosing\nparty's Confidential Information; (d) is lawfully obtained from a third party\nwho has the right to make such disclosure without breaching an obligation of\nconfidentiality; (e) is publicly disclosed by the disclosing party in writing;\nor (f) is obligated to be produced by the receiving party under an order of a\ncourt of competent jurisdiction, or valid administrative or congressional\nsubpoena, or otherwise pursuant to applicable law, so long as the receiving\nparty provides the disclosing party adequate notice prior to such production to\nenable the disclosing party to take steps to protect the information from\ndisclosure.\n\n1.8 'Effective Date' means the date that this Agreement is executed by the\nparties, or, if executed on different dates, the date corresponding to the date\non which the final party executes this Agreement.\n\n1.9 'Error' means defect or bug in the Abacus Software delivered to Sagent which\nprevents it from performing in accordance with the Specifications and end-user\ndocumentation provided by Abacus.\n\n1.10 'Net Receipts' shall mean the total amounts invoiced by Sagent to customers\nwith respect to sales of the Abacus Software or Derivative Works, less (i)\nfreight, packaging, handling or other reasonable shipment expenses, (ii) sales,\nuse, value-added, excise and other taxes, (iii) insurance, (iv) customs duties\nand other governmental charges, (v) cash or trade discounts, (vi) returns or\ncredits, (vii) bad debts, and (viii) other similar expenses.\n\n1.11 'Person' means any individual, company, corporation, firm, partnership,\njoint venture, association, organization, or trust, in each case whether or not\nhaving a separate legal identity.\n\n1.12 'Sagent Product' means any and all commercial versions of that Sagent\nproduct known as Sagent Information Studio or any other future Sagent product in\nwhich the Abacus Software is incorporated by Sagent, in whole or in part\n(including any Sagent product manufactured by Sagent for a third party or by\nsuch third party under a license from Sagent which software are distributed\nunder such third party's name).\n\n1.13 'Source Code' means the human level intelligible instructions regarding the\nWB Software module expressed in the high-level technical and specialized\nprogramming language in which the WB Software module was written. Source Code\nshall be deemed also to include the computer programming language and all\nprogrammers comments included in the instructions.\n\n                                      -2-\n\n\n1.14 'Source Materials' means the human intelligible source code listing and\ninstructions to StatView InstallShield provided by Abacus to enable a reasonably\ncompetent computer programmer to install Abacus Software.\n\n1.15 'Specifications' means the specifications for design and development of the\nAbacus Software attached to this Agreement in Addendum 1.\n\n1.16 'SV Software' means Abacus's StatView software, Version 4.55 as modified by\nAbacus pursuant to Section 2 and all International versions including Abacus's\nelectronic end-user instructions training an end-user customer to use same and\nany new versions thereof.\n\n1.17 'Term' means the term of this Agreement, as it may be extended or earlier\nterminated in accordance with Sections 9.1 and 9.2 hereof.\n\n1.18 'WB Software' means Abacus's White Birch Software module as developed by\nAbacus pursuant to Section 2.\n\n2.      DEVELOPMENT OF ABACUS SOFTWARE\n\n2.1 PREPARATION OF PROJECT PLAN. Abacus shall prepare and submit to Sagent a\nproject plan ('Project Plan') for the development of the Abacus Software by\nFebruary 28, 1997. The Project Plan shall include the following:\n\n        (a)     a listing of all items to be delivered to Sagent under this\n                Agreement ('Deliverables');\n\n        (b)     a delivery schedule containing milestones for each Deliverable;\n                and\n\n        (c)     acceptance tests and criteria for each Deliverable.\n\n        Abacus and Sagent have agreed on the Specifications for the Abacus\nSoftware as set forth in Addendum 1 attached hereto. Upon delivery of the\nProject Plan by Abacus, Sagent shall have fifteen (15) days in which to review\nand approve the Project Plan which such approval shall not be unreasonably\nwithheld. Upon written approval of the Project Plan by both parties, it will be\nmarked as Addendum 2 and will be deemed by both parties to have become a part of\nthis Agreement and will be incorporated by reference. Addendum 2 shall consist\nof the following items: Part A - Deliverables, Part B - Milestones and Delivery\nSchedule, and Part C - Acceptance Tests and Criteria. If the parties fail to\nagree on the Project Plan, the Agreement shall terminate and Abacus shall return\nthe Advance Royalty Payment.\n\n2.2 DEVELOPMENT OF ABACUS SOFTWARE. Upon delivery of the Project Plan and\nreceipt of all sums due therefor, Abacus shall commence development of the\nAbacus Software that will substantially conform to the requirements set forth in\nthe Specifications. Abacus is not obligated to develop the Abacus Software\nhereunder, and Sagent has not contracted for any development, unless and until\neach part of all Addenda are executed by both parties and attached hereto.\n\n                                      -3-\n\n2.3 DELIVERY. For any Deliverable covered by Addendum 2, such Deliverable shall\nbe delivered on magnetic media in object code format. Delivery shall take place\nat a mutual acceptable time and format pursuant to the applicable milestone as\nset forth in Part B of Addendum 2. In consideration of Abacus' development with\nrespect to any Addendum, Sagent shall pay Abacus as set forth in Section 5 of\nthis Agreement.\n\n2.4 ACCEPTANCE. Sagent shall have thirty (30) days from the date of delivery of\neach Deliverable to inspect, test and evaluate it to determine whether the\nDeliverable satisfies the acceptance criteria in accordance with procedures set\nforth in Part C of Addendum 2, or as established by Abacus and approved by\nSagent prior to testing. If the Deliverable does not satisfy the acceptance\ncriteria, Sagent shall give Abacus written notice stating why the Deliverable is\nunacceptable. Abacus shall have thirty (30) days from the receipt of such notice\nto correct the deficiencies. Sagent shall then have fifteen (15) days to\ninspect, test and evaluate the Deliverable. If the Deliverable still does not\nsatisfy the acceptance criteria, Sagent shall have the option of either (1)\nrepeating the procedure set forth above, or (2) terminating this Agreement\npursuant to Section 9 of this Agreement whereupon Abacus shall return to Sagent\nthe Advance Royalty Payment except as provided in Section 5.2. If Sagent does\nnot give written notice to Abacus within the initial thirty (30) day inspection,\ntesting and evaluation period or any extension of that period, that the\nDeliverable does not satisfy the acceptance criteria, Sagent shall be deemed to\nhave accepted the Deliverable upon expiration of such period.\n\n2.5 DESIGN REVIEW AND SPECIFICATION CHANGES. The parties acknowledge that there\nmay be additions, deletions or other changes which may affect Abacus's\ndevelopment of the Abacus Software at any time during the term of this\nAgreement. Upon written notice of such desired changes by either party, Abacus\nand Sagent shall work together to make any necessary changes to the Project\nPlan. Other than as set forth herein, each Part of any Addendum (including\nAddendum 2) may change only upon the parties' mutual written agreement.\n\n2.6 OWNERSHIP AND LICENSE OF ABACUS SOFTWARE. Abacus shall be the sole owner of\nthe Abacus Software. Sagent shall retain no right, title or interest therein\nwhatsoever other than the license set forth herein and ownership of any changes\nmade by Sagent to the Source Code. Sagent is the sole owner of the Sagent\nProduct subject to Abacus's exclusive ownership of and rights in the underlying\nAbacus Software.\n\n2.7 WARRANTY, DEFECTS AND REPAIRS. Abacus warrants that the Abacus Software will\nsubstantially conform to the Specifications for ninety (90) days following the\ndelivery of any master copy of the Abacus Software to Sagent and following the\ndelivery of any copy of the Abacus Software to an end-user customer as\ncontemplated by this Agreement. Sagent shall promptly notify Abacus of any\nnonconformance to the foregoing warranty. In the event of any nonconformance to\nthe foregoing warranty as reported in writing to Abacus by Sagent, Abacus will\npromptly use its reasonable commercial efforts to test and confirm any reported\nError and will thereafter, at its sole option and expense, (i) promptly repair\nor replace the nonconforming Abacus Software, or (ii) in the case of a warranty\nclaim by an end-user customer, accept return of the nonconforming Abacus\nSoftware and refund to Sagent the applicable royalty fee received by Abacus for\nthe nonconforming copy of the Abacus Software. Abacus shall use its reasonable\ncommercial efforts to commence testing of any reported Error(s) no later than\nthe first working\n\n                                      -4-\n\nday after its receipt of written notice of the nonconformity. The warranty set\nforth in this Section 2.7 shall not apply if: (a) the Abacus Software is not\nused in accordance with the end-user documentation and the nonconformance is\ncaused by such use; or (b) the Error is caused by a modification or extension\nnot made by Abacus or its authorized representative; or (c) the Error is caused\nby installation of the Abacus Software in an operating or hardware environment\nfor which the Abacus Software has not been licensed; or (d) the Error is caused\nby a third-party software malfunction.\n\n3.      SUPPORT\n\n3.1 SAGENT OBLIGATIONS. Sagent will provide direct first level technical support\nfor the Abacus Software to end-user customers acquiring the Abacus Software from\nSagent or its distributions as provided by this Agreement. Such support shall\ninclude answering product use questions, diagnosing problems and using\nreasonable efforts to provide solutions to problems.\n\n3.2 TECHNICAL SUPPORT. For the consideration set forth in Section 5.4, during\nthe term hereof Abacus shall provide Sagent (and Sagent only), during Abacus'\nordinary business hours, with the amount of telephone support for the Abacus\nSoftware in accordance with Addendum 3. Sagent shall pay for all documented\ntelephone toll charges incurred by Abacus in providing such telephone support.\nAll such support shall be subject to the reasonable availability of qualified\nAbacus personnel at Abacus' headquarters facility.\n\n        Notwithstanding the foregoing, Abacus shall have no obligation to\nsupport (i) altered, damaged or modified Abacus Software provided such\nmodifications were not made by Abacus or its authorized representative; (ii)\nErrors caused by Sagent's negligence, hardware malfunction or other causes\nbeyond the reasonable control of Abacus; or (iii) Abacus Software installed in\nan operating environment or in a hardware environment for which the Abacus\nSoftware has not been licensed.\n\n4.      LICENSE OF ABACUS SOFTWARE BY SAGENT, SOURCE CODE RELEASE AND \n        OBLIGATIONS OF THE PARTIES\n\n4.1 MODIFICATION LICENSE. Abacus hereby grants to Sagent, under all of Abacus's\nintellectual property rights in and to the WB Software, a limited non-exclusive,\nnon-transferable, irrevocable, license to use, reproduce and prepare derivative\nworks of the Source Code (the 'Derivative Works') for the sole purpose of\ncreating, maintaining and enhancing Sagent products for use in connection or\nconjunction with the Sagent Products.\n\n4.2 OBJECT CODE REPRODUCTION LICENSE. Abacus hereby grants to Sagent, under all\nof Abacus's intellectual property rights in and to the Abacus Software, a\nnon-exclusive, non-transferable, license to reproduce, in object code format\nonly, the Abacus Software and\/or Derivative Works.\n\n4.3 DISTRIBUTION LICENSE. Abacus hereby grants to Sagent, under all of Abacus's\nintellectual property rights in and to the Abacus Software, a non-exclusive,\nnon-transferable license to distribute copies, in object code format, of the\nAbacus Software and\/or Derivative Works for use in connection or conjunction\nwith the Sagent Product.\n\n\n\n                                      -5-\n\n4.4 DOCUMENTATION. Abacus shall provide Sagent with an electronic version of the\nend-user documentation for the Abacus Software (the 'Documentation'). Abacus\nhereby grants to Sagent a non-exclusive, non-transferable, license to use,\nreproduce, and distribute the Documentation and to modify, create derivative\nworks and distribute those derivative works of the documentation to end-users of\nthe Abacus Software.\n\n4.5 USE OF SOURCE CODE. Sagent shall use the Source Code under carefully\ncontrolled conditions in accordance with and for the limited purposes of this\nAgreement, and to inform those employees who are given access to the Source Code\nby Sagent that such materials are confidential and proprietary information of\nAbacus and disclosed to Sagent as such.\n\n4.6     SAGENT OBLIGATIONS.  Sagent shall:\n\n        (a)    use its reasonable commercial efforts to distribute the Abacus\n               Software in conjunction or combination with the Sagent Product;\n\n        (b)    maintain on its staff qualified individuals trained in the use,\n               demonstration, application and service of Abacus Software;\n\n        (c)    be responsible for coordinating all warranty claims and product\n               service for Abacus Software sold in any Sagent Product;\n\n        (d)    in consideration of the development, use and support the Abacus\n               Software, pay Abacus all payments as set forth in Section 5 of\n               this Agreement;\n\n        (e)    prior to Abacus beginning development of the Abacus Software,\n               promptly loan to Abacus three (3) Pentium Pro computer systems,\n               including monitors, mouse and keyboards, in configurations that\n               Sagent uses in the normal course of its software development\n               activity. The parties acknowledge and agree that these computers\n               shall be for Abacus' use through final acceptance of the Abacus\n               Software as set forth in Part B of Addendum 2 and will be\n               returned to Sagent thereafter;\n\n        (f)    be responsible for creating all end-user documentation for Abacus\n               Software as distributed in conjunction or combination with the\n               Sagent Product; and\n\n        (g)    be responsible for engineering the installation of Abacus\n               Software as contemplated by this Agreement.\n\n4.7     ABACUS OBLIGATIONS.  Abacus shall:\n\n        (a)    provide Sagent with master copies of the Abacus Software in order\n               for Sagent to incorporate such Abacus Software into Sagent\n               Product;\n\n        (b)    provide Sagent with reasonable technical support and assistance\n               and necessary technical data and other information which\n               facilitate the incorporation of the Abacus\n\n                                      -6-\n\n               Software into the Sagent Product and the configuration of the\n               Abacus Software with the Sagent Product;\n\n        (c)    provide Sagent with the most current electronic end-user\n               documentation for the SV Software. Abacus shall retain all\n               rights, title and interest therein whatsoever;\n\n        (d)    provide Sagent with one copy of the current Source Materials in\n               order for Sagent to install Abacus Software as contemplated by\n               this Agreement; and\n        (e)    use its reasonable efforts to ensure that updated or revised\n               versions of the SV Software shall be made available to Sagent no\n               later than ninety (90) days after such revised version's initial\n               publication to the general public\n\n4.8 SALES BY SAGENT. Sagent shall sell Abacus Software as distributed in\nconjunction or combination with the Sagent Product at prices and on terms which\nSagent determines in its discretion.\n\n4.9 LICENSE OF SOURCE MATERIALS. Abacus also grants a limited, nonexclusive,\nnontransferable license without right to sublicense, to read and use the Source\nMaterials for the sole purpose of installing Abacus Software for end-users as\ncontemplated by this Agreement. Sagent shall retain no right, title or interest\ntherein whatsoever other than the license set forth herein.\n\n4.10 TRADEMARKS. 'Abacus Concepts,' 'StatView' and 'White Birch' (hereinafter\n'Trademark' or 'Trademarks') and any other trademarks and service marks adopted\nby Abacus to identify the Abacus Software belong to Abacus; Sagent will have no\nrights in such marks except as expressly set forth herein and as specified in\nwriting from time to time. Abacus grants Sagent the right to use the Trademarks\nin its marketing and distribution of the Abacus Software as contemplated by this\nAgreement. Sagent's use of the Trademarks shall be under Abacus's trademark\npolicies and procedures in effect from time-to-time. Sagent agrees not to use\nthe Trademarks or any other mark likely to cause confusion with the Trademarks\nas any portion of the Sagent's tradename, trademark for the Sagent Product, or\ntrademark for any other products of Sagent. Sagent shall have the right to use\nthe Trademarks solely to refer to the Abacus Software.\n\n        Sagent agrees with respect to each registered trademark of Abacus, to\ninclude in each advertisement, brochure, or other such use of the trademark, the\ntrademark symbol 'circle R' and the following statement:\n\n       ____________________ is a registered trademark of Abacus Concepts, Inc.,\n       Berkeley, California\n\n        Unless otherwise notified in writing by Abacus, Sagent agrees, with\nrespect to every other trademark of Abacus, to include in each advertisement,\nbrochure, or other such use of the trademark, the symbol 'TM' and the following\nstatement:\n\n       ____________________ is a trademark of Abacus Concepts, Inc.,\n       Berkeley, California\n\n                                      -7-\n\n        Sagent shall not market the Abacus Software in any way which implies\nthat the Abacus Software are the proprietary product of Sagent or of any party\nother than Abacus.\n\n5.      PAYMENT\n\n5.1 DEVELOPMENT FEE. In consideration of Abacus' development work and\nperformance hereunder, Sagent shall pay the sum [*] Dollars ($[*]) to Abacus\nas follows:\n\n        (a)    $[*] due and payable upon Sagent's approval of the Project\n               Plan which such approval shall not be unreasonably withheld;\n\n        (b)    $[*] due and payable at a mutually agreeable midway point as\n               defined in Part B of Addendum 2; and\n\n        (c)    $[*] due and payable upon delivery and acceptance of the final\n               version of the Abacus Software as set forth in Part B of Addendum\n               2.\n\n5.2 ADVANCE ROYALTY PAYMENT. In the event that the final version of the Abacus\nSoftware does not satisfy the acceptance criteria in accordance with the\nprocedures set forth in Part C of Addendum 2 by December 31, 1997, provided that\nthe Project Plan is not amended in writing by the parties pursuant to Section\n2.5 of this Agreement, Sagent shall have the right to terminate this Agreement\nand receive a refund of the Advance Royalty Payment. Notwithstanding the\nforegoing, in the event that Sagent has pre-sold the Abacus Software prior to\nthe delivery of the final version, the Advance Royalty Payment shall\nautomatically become nonrefundable.\n\n5.3 ROYALTY FEES. For each and every copy of Abacus Software and\/or Derivative\nWork as distributed in conjunction or combination with the Sagent Product which\nSagent or a third party under a license from Sagent distributes (directly or\nindirectly) to a third party, Sagent shall pay Abacus [*] percent ([*]%) of\nSagent's Net Receipts for such Abacus Software or Derivative Work as distributed\nin conjunction or combination with the Sagent Product. On the Effective Date of\nthis Agreement, Sagent shall pay Abacus an advance royalty payment in the amount\nof $[*] ('the Advance Royalty Payment'). The Advance Royalty Payment will be\noffset against any royalty payments payable to Abacus pursuant to this Section\n5.2. Any royalty payments payable to Abacus pursuant to this Section 5.2 in\nexcess of the Advance Royalty Payment will be paid to Abacus quarterly within\nforty-five (45) days after the end of each calendar quarter. Within forty-five\n(45) days after the end of each calendar quarter, Sagent will send Abacus a\nwritten report on the distribution of all copies of Abacus Software in\nconjunction or combination with the Sagent Product during the quarter. Each\nreport will specify (i) the number of copies of the Sagent Product distributed,\nitemized by version and name; (ii) the total applicable royalties; (iii) the\namount of any unused Advance Royalty Payments being credited; and (iv) the net\namount due Abacus. If no royalties are owed for any quarter, such fact shall be\nstated.\n\n        Abacus will have the right, not more than once per calendar year during\nthe term of this Agreement through an independent certified public accountant\nreasonably acceptable to Sagent, upon not less than fifteen (15) days prior\nwritten notice to Sagent, to conduct a review at Sagent's \n\n                                      -8-\n\n* Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n\n\n\nprincipal business offices of all Sagent's books and records relating to\nSagent's sale and distribution of the Sagent Product to which royalties are\nrelated, in which instance Sagent shall reasonably cooperate with Abacus in\nmaking all such records available. If any such audit uncovers a shortfall in\nroyalty payments hereunder in excess of ten percent (10%) for the audited period\n(and no audit shall occur (a) more than once in any 12 month period and (b) for\nany period which was previously audited), all expenses of such audit shall be\npaid by Sagent.\n\n5.4 SUPPORT FEES. In consideration of the support services as set forth in\nSection 3.2, Sagent shall pay Abacus the annual support fee set forth in\nAddendum 3 attached hereto and made a part hereof. Such annual support fee shall\nbe paid in advance of the term in which support services are \n\nto be provided; such support services are expressly conditioned upon the prior\nreceipt of such fee. Such support shall be provided for one (1) year beginning\nninety (90) days from the acceptance of the final version of the Abacus Software\nand shall be extended each year thereafter for an additional one (1) year term\nunless terminated by either party at the end of the original support term or at\nthe end of any renewal support term by giving the other party written notice at\nleast ninety (90) days prior to the end of any such support term; provided that\nAbacus shall not terminate its support services for the three (3) year term of\nthis Agreement except for a failure to pay the annual support fees on the part\nof Sagent. In the event Sagent fails to make any payment or otherwise elects to\ndiscontinue the support services except due to a breach by Abacus of its support\nobligations, then to reinstate or renew such services, Sagent must first pay\nAbacus the current annual support fee and all past support fees. Said support\nfee may be increased annually by not more than the increase in the Consumer\nPrice Index for the applicable period, and any increase shall be upon at least\nthirty (30) days prior written notice. If Abacus changes the annual maintenance\nfees in the middle of any maintenance period, said change shall not apply to the\nmaintenance services provided during such period.\n\n5.5 BUNDLES. Sagent may license or distribute the Abacus Software and\/or\nDerivative Work as part of a package or bundle with the Sagent Product. The\nprice of the Abacus Software or Derivative Work, as the case may be, for the\npurposes of computing royalties hereunder shall be: (the standard Sagent retail\nprice of the Abacus Software or Derivative Works, as the case may be, in the\nbundled product divided by the standard retail price of all separately\nobtainable products in the bundle, including the Abacus Software or Derivative\nWorks, in the bundled product) multiplied by (the actual retail price of the\nbundled product charged by Sagent for the bundled product).\n\n6.      REPRESENTATIONS AND WARRANTIES\n\n6.1 SAGENT. Sagent represents and warrants as follows: (a) Sagent is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of California; (b) Sagent has all requisite corporate power and\nauthority to enter into this Agreement and to carry out and perform its\nobligations under the terms of this Agreement; (c) this Agreement has been duly\nauthorized, executed and delivered by Sagent and is a valid and binding\nobligation of Sagent enforceable in accordance with its terms, except as the\nsame may be limited by bankruptcy, insolvency moratorium, and other laws of\ngeneral application affecting the enforcement of creditors' rights; and (d) the\nexecution, delivery, and performance of and compliance with this Agreement does\nnot and will not conflict with, or constitute a default under, or result in the\ncreation of, any mortgage, pledge, lien, encumbrance, or charge upon any of the\nproperties or assets of \n\n                                      -9-\n\nSagent, nor result in any violation of (i) any term of Sagent's articles of\nincorporation or bylaws, (ii) in any material respect, any term or provision of\nany mortgage, indenture, contract, agreement, instrument, judgment or decree or\n(iii) to the best of Sagent's knowledge, any order, statute, rule or regulation\napplicable to Sagent, the violation of which would have a material adverse\neffect on Sagent's business or properties.\n\n6.2 ABACUS. Abacus represents and warrants as follows: (a) Abacus is a\ncorporation duly organized, validly existing, and in good standing under the\nlaws of the State of California; (b) Abacus has all requisite corporate power\nand authority to enter into this Agreement and to carry out and perform its\nobligations under the terms of this Agreement including, but not limited to, the\nright to grant the licenses granted herein; (c) the Abacus Software does not\ninfringe any United \n\nStates patent existing as of the Effective Date, copyright, trademark, or other\nintellectual property right of any third Person; (d) this Agreement has been\nduly authorized, executed, and delivered by Abacus and is a valid and binding\nobligation of Abacus enforceable in accordance with its terms, except as the\nsame may be limited by bankruptcy, insolvency, moratorium, and other laws of\ngeneral application affecting the enforcement of creditors' rights; and (e) the\nexecution, delivery, and performance of and compliance with this Agreement does\nnot and will not conflict with, or constitute a default under, or result in the\ncreation of, any mortgage pledge, lien, encumbrance or charge upon any of the\nproperties or assets of Abacus, nor result in any violation of (i) any term of\nAbacus's certificate of incorporation or bylaws, (ii) in any material respect,\nany term or provision of any mortgage, indenture, contract, agreement,\ninstrument, judgment or decree or (iii) to the best of Abacus's knowledge, any\norder, statute, rule or regulation applicable to Abacus, the violation of which\nwould have a material adverse effect on Abacus's business or properties.\n\n7.      DISCLAIMER AND LIMITATION OF LIABILITIES\n\n7.1 DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT, ABACUS MAKES NO\nWARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ABACUS SOFTWARE, AND\nHEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.\n\n7.2 LIMITATION OF LIABILITY. EXCEPT FOR ABACUS'S OBLIGATIONS UNDER SECTION 8\nBELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR\nANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO\nTHIS AGREEMENT OR THE ABACUS SOFTWARE, EVEN IF INFORMED OF THE POSSIBILITY\nTHEREOF IN ADVANCE. EXCEPT FOR ABACUS'S OBLIGATIONS UNDER SECTION 8 BELOW, IN NO\nEVENT WILL ABACUS'S LIABILITY IN CONNECTION WITH THE ABACUS SOFTWARE OR THIS\nAGREEMENT EXCEED AMOUNTS PAID TO ABACUS BY SAGENT HEREUNDER. THESE LIMITATIONS\nAPPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE.\n\n8.      INDEMNITY\n\n8.1 INDEMNITY. Abacus shall at its expense, defend, or at its option, settle any\nclaim, demand, suit or proceeding made or brought against Sagent for\ninfringement of any United States patent\n\n                                      -10-\n\nexisting, as of the Effective Date, copyright, trade secret, trademark or any\nother intellectual property right by the use, reproduction and distribution of\nthe Abacus Software by Sagent in accordance with this Agreement and shall pay\nany settlements entered into or damages awarded against Sagent to the extent\nbased on such a claim. Abacus's obligations under this section shall only apply\nif (1) Sagent promptly notifies Abacus in writing as soon as Sagent becomes\naware of any actual or threatened infringement claim and (2) grants Abacus\nexclusive control over its defense and settlement. The foregoing obligation in\nthis Section 8 will cover only those releases of the Abacus Software delivered\nhereunder, but under no circumstances shall it cover any modifications made\nbased on specifications provided by Sagent or any third party if the\ninfringement would have been avoided without such modifications.\n\n        Notwithstanding the foregoing, Abacus's obligations under this Section 8\nwill not cover claims that the Abacus Software infringes any third party's\nrights (i) as used in combination with any software or hardware not supplied by\nAbacus if such claim could have been avoided but for such combination and\/or\n(ii) if the Abacus Software has been modified by Sagent if such claim could have\nbeen avoided but for such modification.\n\n        If an infringement claim is asserted or if Abacus believes one likely,\nAbacus will have the right, but not the obligation at its sole expense, to\nprocure a license from the person claiming or likely to claim infringement or\notherwise to take steps to modify the Abacus Software to avoid the claim of\ninfringement. In such case, modification of the Abacus Software for this purpose\nshall not materially impair the operation of the Abacus Software for use with\nthe Sagent Product.\n\n9.      TERM AND TERMINATION\n\n9.1 TERM. The Term of this Agreement shall be for three (3) years starting with\nthe Effective Date (the 'Initial Term'), and shall automatically renew for\nadditional, consecutive terms of one (1) year each as of the anniversary date\nstarting with the expiration of the Initial Term, unless either party provides\nthe other with written notice at least ninety (90) days prior to the expiration\nof the then current term of such party's intent to terminate the Agreement, in\nwhich case this Agreement shall terminate as of the then current term's\nexpiration date.\n\n9.2 TERMINATION FOR CAUSE. Either party shall have the right to terminate this\nAgreement immediately upon written notice at any time if (a) the other party is\nin breach of any material warranty, term, condition, or covenant of this\nAgreement, and such breaching party fails to cure such breach within thirty (30)\ncalendar days following its receipt from the nonbreaching party of a written\nnotice to the breaching party of the breach and of the non-breaching party's\nintention to terminate unless such breach is cured within such 30 days; or (b)\nthe other party (i) becomes insolvent, (ii) fails to pay its debts or perform\nits obligations in the ordinary course of business as they mature, (iii) admits\nin writing its insolvency or inability to pay its debts or perform its\nobligation as they mature, or (iv) makes an assignment for the benefit of\ncreditors.\n\n9.3 EFFECT OF TERMINATION. Upon any termination or expiration of this Agreement,\nall licenses granted to Sagent with respect to the WB Software (including Source\nCode) shall survive. In addition, the following sections shall also survive;\n2.6, 5.3, 6, 7, 8, 9, 10, 11, 12, and 13. No such termination or expiration will\nrelieve either party from any liability arising from any breach of this\n\n                                      -11-\n\nAgreement occurring prior to termination. Neither party will be liable to the\nother party or any third party for damages of any sort solely as a result of\nterminating this Agreement in accordance with its terms. Upon termination,\namounts payable or accrued to Abacus under this Agreement shall become\nimmediately due and payable.\n\n10.     CONFIDENTIALITY\n\n        Each party will protect the other's Confidential Information from\nunauthorized dissemination and use with the same degree of care that each party\nuses to protect its own like information but in no event less than reasonable\ncare. Neither party will use the other's Confidential Information for purposes\nother than those necessary to further the purposes of this Agreement. Neither\nparty will disclose to third parties the other's Confidential Information\nwithout the prior written consent of the other party. The parties' obligations\nhereunder with respect to Confidential Information shall survive the expiration\nor earlier termination of this Agreement. Source Code and Source Materials shall\nautomatically be considered Confidential Information.\n\n11.     ARBITRATION\n\n11.1 ARBITRATION. Except as set forth in this Section 11, any claim or\ncontroversy arising out of, under, or related to this Agreement, any breach\nthereof or any causes of action or claims the parties have with respect thereto,\nwhich claim or controversy cannot be resolved informally, shall be settled in\nPalo Alto, California by arbitration before a single arbitrator agreeable to\nboth parties under the then current commercial rules of the American Arbitration\nAssociation. If the parties cannot agree on an arbitrator within sixty (60) days\nafter a demand for arbitration has been requested in writing by either of them,\nthen arbitration shall proceed before a single arbitrator appointed by the\nAmerican Arbitration Association under its then current commercial rules. Such\narbitrator shall have experience in the computer software industry and shall be\neither a business executive or a lawyer who either has participated previously\nin arbitration or dispute resolution proceedings. Any arbitration shall consist\nof not more than three (3) days of hearings all of which shall occur within\nsixty days after the arbitrator has been selected. The discovery permitted in\nany arbitration shall be limited as follows: either party shall have the right\nto take up to five days combined of deposition testimony (eight hour days) from\nthe other party's percipient witnesses (those witnesses who are listed by a\nparty as those persons which the party intends to call on its behalf in the\narbitration.) A party shall list all such witnesses and send such list to the\nother party within ten (10) days after the arbitrator has been selected and\/or\nthose witnesses who are third parties who may not participate in the\narbitration. Any deposition session lasting more than four hours shall count as\nan eight hour day. All such discovery shall occur prior to the first arbitration\nhearing date. All hearing days for any arbitration shall occur within two weeks\nafter the first day of such hearing. The arbitrator shall issue a written\ndecision with findings of fact and reason for his (her) decision within two\nweeks after the final hearing date. The arbitration award shall be specifically\nenforceable, and judgment upon any award rendered pursuant to the arbitration\nmay be entered in any court with jurisdiction over the parties and subject\nmatter of the dispute. Notwithstanding any other provision of this Section 11,\neither party may seek injunctive relief (temporary, preliminary and\/or\npermanent) in a court of law for any breach by either party of the other's\nproprietary rights or breach of a party's non-disclosure obligations as set\nforth herein. The arbitrator shall have no right to award punitive damages or\nany equitable relief of any kind.\n\n                                      -12-\n\n11.2 FEES AND EXPENSES. In any arbitration, enforcement proceeding based\ntherein, or any other litigation between the parties arising out of or related\nto this Agreement, the prevailing party therein shall be entitled to have its\nreasonable attorneys' fees, reasonable arbitration expenses, related litigation\ncosts and costs of suit (if any) paid by the nonprevailing party. In the case of\narbitration, the arbitrator shall make such award; in any litigation, the court\nhearing the dispute shall make such determination.\n\n12.     NOTICES\n\n        All notices, waivers, and other communications required or permitted\nhereunder shall be in writing and shall be deemed to have been duly given when\ndelivered by prepaid certified mail or registered mail, receipt acknowledged or\nhand delivery (receipt acknowledged) or dispatched (with reasonable evidence of\nreceipt) by telex, telegraph, or other means of electronic facsimile\ntransmission, or three (3) days after being sent by an internationally\nrecognized overnight courier service, addressed to the party to whom the notice\nis intended to be given at the addresses and addressees specified below:\n\n        To Sagent:           Sagent Technology, Inc.\n                             2225 E. Bayshore Road, Ste. 100\n                             Palo Alto, CA 94303\n                             Telephone: (415) 493-7100\n                             Facsimile: (415) 493-1290\n\n                             Attention: Kathy Gelin\n\n                             with a copy to:\n\n                             Soraya N. Rashid\n                             Wilson, Sonsini, Goodrich &amp; Rosati\n                             650 Page Mill Road\n                             Palo Alto, CA 94304-1050\n\n        To Abacus:           Abacus Concepts, Inc.\n                             1918 Bonita Avenue\n                             Berkeley, CA 94704-1038\n                             Telephone: (510) 540-1949\n                             Facsimile: (510) 540-0260\n\n                             Attention: Dan Feldman\n\n                             with a copy to:\n\n                             J. F. Petruzzelli\n                             Wise &amp; Shepard LLP\n                             3030 Hansen Way, Suite 100\n                             Palo Alto, California 94304\n\n                                      -13-\n\nEither party may from time to time designate a different address and addressee\nas to itself by notice sent in accordance with this Section 12.\n\n13.     GENERAL\n\n13.1 EFFECT OF BANKRUPTCY. The parties hereto expressly intend that Sagent, as a\nlicensee of Abacus's intellectual property, shall be afforded all of the\nprotections afforded to a licensee under Section 365(n) of the Code so that the\nTrustee or Debtor in Possession, as defined in the Code, will not interfere with\nSagent's rights to the Abacus Software and Source Code as provided in the\nAgreement, as set forth in Section 365(n) of the Code. In the event of the\nbankruptcy of Abacus, Abacus shall be deemed to be the debtor\/licensor under\nSection 365(n) of the Code; Sagent shall be deemed to be the licensee under\nSection 365(n) of the Code; the Agreement and license of the Abacus Software\nthereunder shall be deemed to be an executory contract under Section 365(n) of\nthe Code; the Abacus Software and Source Code shall be deemed to be intellectual\nproperty under Section 365(n) of the Code; and the Media shall be deemed to be\nthe embodiment of the Source Code under Section 365(n) of the Code.\n\n13.2 FORCE MAJEURE. Neither party will be liable for any failure or delay in its\nperformance under this Agreement due to causes, including, but not limited to,\nacts of God, acts of civil or military authority, fire, epidemic, flood,\nearthquake, riot, war, sabotage, labor shortage, or dispute, and governmental\naction, which are beyond its reasonable control; provided however, that the\ndelayed party (a) gives the other party written notice of such cause promptly,\nand in any event within fifteen (15) calendar days of discovery thereof, and (b)\nuses its reasonable efforts to correct such failure or delay in its performance.\n\n13.3 INDEPENDENT PARTIES. None of the provisions of this Agreement shall be\ndeemed to constitute a partnership, joint venture, or any other such\nrelationship between the parties hereto, and neither party shall have any\nauthority to bind the other in any manner. Neither party shall have or hold\nitself out as having any right, authority, or agency to act on behalf of the\nother party in any capacity or in any manner, except as may be specifically\nauthorized in this Agreement.\n\n13.4 ANNOUNCEMENTS. The parties shall consult with each other prior to making\nany public announcement concerning any of the transactions contemplated in this\nAgreement, and shall cooperate to issue appropriate joint press releases in\nconnection with the execution of this Agreement.\n\n13.5 TAXES. In the event that taxes or fees (other than withholding taxes or\ntaxes on income of Abacus arising out of this Agreement) such as, but not\nlimited to, customs, technology transfer, sales, use, value-added, or other\ntaxes, duties, or imposts are imposed or levied on the parties arising out of or\nrelated to this Agreement, Sagent shall be responsible for the payment of same.\n\n13.6 ASSIGNMENT. The rights and liabilities of the parties hereto will bind and\ninure to the benefit or their respective successors, executors, and\nadministrators, as the case may be; however, except to the extent expressly\nprovided herein, neither party may assign or delegate its obligations under this\n\n                                      -14-\n\nAgreement, either in whole or in part, without the prior written consent of the\nother, other than (i) to an Affiliate or (ii) to a Person into which it has\nmerged or which has otherwise succeeded to all or substantially all of such\nparty's business and assets to which this Agreement pertains and which has\nassumed in writing or by operation of law its obligations under this Agreement.\nAny attempted assignment in violation of the provisions of this Section will be\nvoid.\n\n13.7 APPLICABLE LAW. The validity, construction, and performance of this\nAgreement will be governed by and construed in accordance with the laws of the\nState of California, without regard to the principles of conflicts of law, as if\nsuch Agreement were performed entirely within the State of California.\n\n13.8 SEVERABILITY. If any provision of this Agreement shall be held to be\nillegal, invalid, or unenforceable, such provision will be enforced to the\nmaximum extent permissible and the validity, legality, and enforceability of the\nremaining provisions shall not in any way be affected or impaired thereby.\n\n13.9 NO WAIVER. Failure by either party to enforce any provision of this\nAgreement will not be deemed a waiver of future enforcement of that or any other\nprovision.\n\n13.10 NO RIGHTS IN THIRD PARTIES. This Agreement is made for the benefit of\nSagent and Abacus and their respective Affiliates, if any, and not for the\nbenefit of any third parties.\n\n13.11 MISCELLANEOUS. This Agreement may be executed in one or more counterparts,\neach of which will be deemed an original, but all of which collectively will\nconstitute one and the same instrument. The headings and captions used in this\nAgreement are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement. This Agreement will be interpreted\nfairly in accordance with its terms and without any strict construction in favor\nof or against either party based on draftsmanship of the Agreement or otherwise.\n\n13.12 COMPLETE AGREEMENT. This Agreement, including all exhibits and documents\ndirectly referenced, constitutes the entire agreement between the parties with\nrespect to its subject matter superseding and rendering void any and all prior\nor contemporaneous understandings or agreements, written or oral, regarding such\nsubject matter. No amendment to or modification of this Agreement will be\nbinding unless in writing and signed by a duly authorized representative of both\nparties.\n\n\n                                      -15-\n\n        IN WITNESS WHEREOF, Sagent and Abacus have executed this Agreement on\nthe dates noted below.\n\n                                                   ABACUS CONCEPTS, INC.\n\nDate: January 22, 1997                             \/s\/ Daniel S. Feldman, Jr.\n                                                   ----------------------------\n                                                   By: Daniel S. Feldman, Jr.\n                                                       ------------------------\n                                                   Title: President &amp; CEO\n                                                       ------------------------\n\n\n                                                   SAGENT TECHNOLOGY, INC.\n\nDate: January 22, 1997                             \/s\/ Kenneth C. Gardner\n                                                   ----------------------------\n\n                                                   By: Kenneth C. Gardner\n                                                       ------------------------\n                                                   Title: President &amp; CEO\n                                                       ------------------------\n\n\nAddenda to the Development &amp; License Agreement:\n\nAddendum 1 - Specifications\nAddendum 2\n        Part A - Deliverables\n        Part B - Milestones and Delivery Schedule\n        Part C - Acceptance Tests and Criteria\nAddendum 3 - Support Services\n\n\n\n                                      -16-\n\n\n                                   ADDENDUM 1\n\n                                 SPECIFICATIONS\n    (FUNCTIONS, FEATURES, SYSTEMS REQUIREMENTS, DESCRIPTION OF DELIVERABLES)\n\nPLATFORMS SUPPORTED:  MICROSOFT WINDOWS 95, NT 3.51 AND 4.0\n\nStatView for Sagent\n\n        One button launch of StatView 4.55 and subsequent versions from within\n        Sagent Information Studio\n\n        Sagent will integrate StatView file format. Code or specifications to be\n        supplied by StatView\n\n        Sagent will implement a StatView 'sink' inside Information Studio to\n        launch StatView and opens the StatView Dataset\n\n        StatView for Sagent will only be sold to customers with Sagent's Data\n        Mart Server products. It will not be sold stand alone to customers who\n        do not own a license to other Sagent products.\n\nWhite Birch - Integration of the StatView formula expression component into the\nSagent Information Studio White Birch will be delivered as a single executable\nthat includes:\n\n        1.     User Interface, including:\n\n               A.     General StatView formula interface\n\n               B.     Interface for specification of attributes for calculated \n                      variables\n\n        2.     Computation engine, accessible and executable through property \n               sheet\n\n        This executable will be installed on both client AND server but\n        computation will take place solely on server.\n\nWhite Birch will be in all ways functionally similar to formulas in StatView 4.5\nwith the exceptions noted below. Specifically, this means that:\n\n        1.     For all StatView user functions that take variables as arguments,\n               in White Birch these user functions will take columns from Sagent\n               tables.\n\n        2.     If the table columns in White Birch expressions are N rows long,\n               then the table columns resulting from White Birch calculations\n               will also be N rows long, even when every value in that column is\n               the same (e.g., Mean(Column 1)\n\n        White Birch will differ from the StatView formula component in the\nfollowing ways:\n\n        1.     The computation engine will be optimized to perform a single pass\n               on Sagent data records wherever possible. Preferably, the UI will\n               allow definition of &gt; 1 expression, and attribute specification\n               for each expression that is created as a consequence of this\n               multiple expression interface.\n\n        2.     The UI and computation will support Split By functionality, thus\n               generating separate results for rows belonging to different\n               levels of nominal ordinal variables.\n\n        3.     Abacus will provide interfaces through which Abacus-specific\n               metadata, e.g., the StatView Class attribute, can be specified.\n               This will be both a COM (runtime) interface and possible a UI\n               interface\n\n                                      -17-\n\n               as well (the latter could be made available for specification of\n               scheme as well as within White Birch steps). Sagent will use this\n               interface when writing out files to the StatView format for\n               one-button integration.\n\n        4.     StatView expressions will be suitably parameterized to allow\n               Sagent-driven substitution of variables through property sheets.\n\nWhite Birch specifically will not support:\n\n        1.     Creation of results in summary format. For those expressions that\n               compute results that are not row-dependent, these could be\n               displayed in summary tables.\n               This will not be supported in this deliverable.\n\n        2.     White Birch will not support an explicit interface for 'binning'\n               continuous variables to nominal groups and other interfaces that\n               are specific to Recode operations that are currently supported in\n               StatView 4.5.\n\n        3.     White Birch will not include specific interfaces for Random and\n               Series user functions, such as exist in StatView 4.5 for Windows.\n\n        4.     White Birch will not be used as a source step in dataflow plans,\n               thus no interface is necessary for specifying #rows\/#columns\n               within the formula interface.\n\n        5.     Criteria\/filtering functionality. This will be provided by other\n               dataflow steps.\n\nTo support White Birch, Sagent will provide:\n\n        1.     Any optimization of sequential dataflow steps related to data \n               access.\n\n        2.     Metadata for data in Sagent tables, including\n\n               1.     Table and column names\n\n               2.     Column type (Real, Integer, String, Date\/Time, Currency)\n\n               3.     Column length (# rows)\n\n               4.     StatView Class attribute (Continuous, Nominal, Ordinal, \n                      Informative)\n\n\nTHE FOREGOING ADDENDUM 1 IS AGREED TO AND ACCEPTED BY THE PARTIES:\n\nAbacus Concepts, Inc.                         Sagent Technology, Inc.\n\nName: Daniel S. Feldman, Jr.                  Name: Kenneth C. Gardner\n      -------------------------------               ----------------------------\nTitle: President &amp; CEO                        Title: President &amp; CEO\n      -------------------------------               ----------------------------\nSignature: \/s\/ Daniel S. Feldman, Jr.         Signature: \/s\/ Kenneth C. Gardner\n      -------------------------------                    -----------------------\nDate: January 22, 1997                        Date: January 22, 1997\n      -------------------------------               ----------------------------\n\n\n                                      -18-\n\n\n                                   ADDENDUM 2\n\n                          PART A - LIST OF DELIVERABLES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTHE FOREGOING PART A ADDENDUM 2 IS AGREED TO AND ACCEPTED BY THE PARTIES:\n\nAbacus Concepts, Inc.                              Sagent Technology, Inc.\n\nName:                                              Name:\n      ---------------------                              -----------------------\nTitle:                                             Title:\n      ---------------------                              -----------------------\nSignature:                                         Signature:\n      ---------------------                              -----------------------\nDate:                                              Date:\n      ---------------------                              -----------------------\n\n\n                                      -19-\n\n\n                                   ADDENDUM 2\n\n                    PART B - MILESTONE AND DELIVERY SCHEDULE\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTHE FOREGOING PART B ADDENDUM 2 IS AGREED TO AND ACCEPTED BY THE PARTIES:\n\nAbacus Concepts, Inc.                              Sagent Technology, Inc.\n\nName:                                              Name:\n      ---------------------                              -----------------------\nTitle:                                             Title:\n      ---------------------                              -----------------------\nSignature:                                         Signature:\n      ---------------------                              -----------------------\nDate:                                              Date:\n      ---------------------                              -----------------------\n\n\n                                      -20-\n\n\n                                   ADDENDUM 2\n\n                     PART C - ACCEPTANCE TESTS AND CRITERIA\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTHE FOREGOING PART C ADDENDUM 2 IS AGREED TO AND ACCEPTED BY THE PARTIES:\n\nAbacus Concepts, Inc.                              Sagent Technology, Inc.\n\nName:                                              Name:\n      ---------------------                              -----------------------\nTitle:                                             Title:\n      ---------------------                              -----------------------\nSignature:                                         Signature:\n      ---------------------                              -----------------------\nDate:                                              Date:\n      ---------------------                              -----------------------\n\n\n                                      -21-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42229","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42229","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42229"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42229"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42229"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42229"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}