{"id":42292,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/exclusive-concession-agreement-sagent-technology-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"exclusive-concession-agreement-sagent-technology-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/exclusive-concession-agreement-sagent-technology-inc-and.html","title":{"rendered":"Exclusive Concession Agreement &#8211; Sagent Technology Inc. and Sagent France SA"},"content":{"rendered":"<pre>                         EXCLUSIVE CONCESSION AGREEMENT\n\n         This Exclusive Concession Agreement ('Agreement'), effective as of this\n21st day of November, 1997 (the 'Effective Date'), is entered into by and\nbetween Sagent Technology, Inc., having offices at 2225 E. Bayshore Rd., Suite\n100, Palo Alto, California 94303, U.S.A. ('Sagent'), and Sagent France S.A.,\nhaving offices at 103 Rue Pereire, Parc Pereire Bat A, 78105 St. Germain En\nLayes, France ('Concessionaire').\n\n\n                                   BACKGROUND\n\n         Sagent is in the business of developing and licensing computer\nsoftware. Concessionaire desires to market and distribute such computer software\nin France, and Sagent agrees to authorize Concessionaire to so market and\ndistribute such computer software, pursuant to the terms and conditions set\nforth below.\n\n\n                                    AGREEMENT\n\n         Now, therefore, in consideration of the foregoing and the mutual\ncovenants and conditions contained herein, the parties agree as follows:\n\n\n1.       DEFINITIONS\n\n         1.1 'Products' shall mean those products listed in Exhibit A attached\nhereto, as such products may be added to or abandoned by Sagent in Sagent's sole\ndiscretion from time to time during the term of this Agreement.\n\n         1.2 'Sagent Marks' shall mean those trademarks, tradenames and\nservicemarks listed in Exhibit B attached hereto, as such trademarks, tradenames\nand servicemarks may be added to or removed by Sagent in Sagent's sole\ndiscretion from time to time during the term of this Agreement.\n\n         1.3 Sale and Purchase of Products. All references in this Agreement to\nthe 'sale' or 'selling' of Products shall mean a license to use such Products\nand the sale of the tangible media on which the Products are distributed. All\nreferences in this Agreement to the 'purchase' of Products shall mean a license\nto use such Products and the purchase of the tangible media on which the\nProducts are distributed.\n\n         1.4 'Territory' shall mean the member countries of the European Union.\n\n         1.5 'Year 1' shall mean the period commencing on the Effective Date and\nending on December 31, 1998.\n\n         1.6 'Year 2' shall mean the period commencing on January 1, 1999 and\nending on December 31, 1999.\n\n\n\n                                  Page 1 of 23\n\n\n         1.7 'Year 3' shall mean the period commencing on January 1, 2000 and\nending on December 31, 2000.\n\n2.       APPOINTMENT\n\n         2.1 Appointment of Concessionaire. Conditioned upon Concessionaire's\ncontinued satisfaction of the terms and conditions of this Agreement, Sagent\nhereby appoints Concessionaire, and Concessionaire hereby accepts appointment,\nas Sagent's exclusive Concessionaire for the licensing and distribution of\nProducts to customers in the Territory only for use in the Territory only.\nConcessionaire shall not reproduce or sell the Products, and Concessionaire\nshall not license or distribute the Products except as expressly set forth in\nthis Agreement. Concessionaire agrees that it shall not offer for sale, sell,\nlicense or otherwise distribute Products acquired by it from any entity other\nthan directly from Sagent without the prior written approval of Sagent.\n\n         2.2 Distribution outside the Territory. Concessionaire shall limit its\nsales activities with respect to the Products to customers located in the\nTerritory, and shall refrain from marketing, licensing or selling the Products\noutside of the Territory except to the extent such activities may not be\nrestricted under applicable law.\n\n         2.3 Appointment of Subdistributors. Concessionaire may appoint\nsubdistributors to act on the Concessionaire's behalf only on prior written\napproval of Sagent; provided, however, that any compensation to such\nsubdistributors shall be solely the Concessionaire's responsibility. Any\nagreement with such agent or subdistributor with respect to Products shall be\ncoterminous with this Agreement.\n\n         2.4 Independent Contractor Status. The relationship of Sagent and\nConcessionaire established by this Agreement is that of independent contractors,\nand neither party is an employee, agent, partner or joint venturer of the other.\nConcessionaire shall not be considered an agent or legal representative of\nSagent for any purpose, and neither Concessionaire nor any director, officer,\nagent, or employee of Concessionaire shall be, or be considered, an agent or\nemployee of Sagent. Concessionaire is not granted and shall not exercise the\nright or authority to assume or create any obligation or responsibility on\nbehalf of or in the name of Sagent. All sales and other agreements between\nConcessionaire and its customers are Concessionaire's sole responsibility and\nwill have no effect on Sagent's obligations under this Agreement.\n\n         2.5 Operations and Expense. The detailed operations of Concessionaire\nunder this Agreement are subject to the sole control and management of\nConcessionaire. Concessionaire shall be responsible for all of its own expenses\nand employees. Concessionaire shall provide, at its own expense, such office\nspace and facilities, and hire and train such personnel, as may be required to\ncarry out its obligations under this Agreement. Concessionaire agrees that it\nshall incur no expense chargeable to Sagent, except as may be specifically\nauthorized in advance in writing in each case by Sagent.\n\n         2.6 No Other Rights. Except as expressly provided in this Agreement, no\nright, title or interest is granted by Sagent to \n\n\n\n                                  Page 2 of 23\n\n\nConcessionaire. No right, title or interest is granted by Sagent to\nConcessionaire relating to products other than the Products. Notwithstanding\nSection 2.1 above, Sagent reserves the right to sell and distribute the Products\ndirectly to the customers that are set forth in Exhibit C attached hereto\n('House Accounts').\n\n         2.7 No Conflicts. Concessionaire represents and warrants that, as of\nthe Effective Date, it is not involved, directly or indirectly, in any\nactivities involving products which compete or have the potential to compete\nwith the Products, including but not limited to the distribution of competing\nproduct lines ('Competing Activities'). Concessionaire agrees that it shall not\nenter into any Competing Activities in the Territory during the term of this\nAgreement and for a period of five (5) years afterward. If Concessionaire\nbecomes involved in any Competing Activities, Concessionaire shall promptly\ninform Sagent of such involvement, and Sagent shall have, in addition to all\nother remedies to which it may be entitled, the right to terminate this\nAgreement without liability at any time thereafter pursuant to Section 14.2.\n\n3.       LICENSE OF SAGENT MARKS\n\n         3.1 License. Subject to the terms and conditions of this Agreement,\nSagent grants to Concessionaire a non-transferable, revocable license, without\nright of sublicense, to use the Sagent Marks in the Territory solely in\nconnection with the sale, distribution and advertisement of the Products.\nConcessionaire shall not use the Sagent Marks except as expressly permitted\nherein.\n\n         3.2 Restrictions. All representations of the Sagent Marks that\nConcessionaire intends to use shall first be submitted to Sagent for approval of\ndesign, color and other details or shall be exact copies of those provided by\nSagent. Concessionaire shall fully comply with all guidelines, if any,\ncommunicated by Sagent concerning the use of the Sagent Marks. Concessionaire\nshall not alter or remove any trademarks, servicemarks, tradenames or other\nmarks affixed to the Products by Sagent, nor affix the Sagent Marks to any\nProduct. Except as set forth in this Article 3, nothing contained in this\nAgreement shall grant or shall be deemed to grant to Concessionaire any right,\ntitle or interest in or to the Sagent Marks. All uses of the Sagent Marks shall\ninure solely to the benefit of Sagent, and Concessionaire shall obtain no rights\nwith respect to any of the Sagent Marks, other than the right to distribute\nProducts as set forth herein, and Concessionaire hereby irrevocably assigns to\nSagent all right, title and interest held by Concessionaire, if any, in or to\nany of the Sagent Marks. At no time during or after the term of this Agreement\nshall Concessionaire challenge or assist others in challenging the Sagent Marks\n(except to the extent expressly entitled by applicable law) or the registration\nthereof or attempt to register any trademarks, servicemarks, marks or trade\nnames confusingly similar to the Sagent Marks. Upon any termination or\nexpiration of this Agreement, or the election of Sagent pursuant to Section 4.2\nbelow, Concessionaire shall immediately cease to use any and all of the Sagent\nMarks, and any listing by Concessionaire of any Sagent Mark in any telephone\nbook, directory, public record or elsewhere shall be removed by Concessionaire\nas soon as possible, but in any event not later than the subsequent issue of\nsuch publication.\n\n         3.3 Infringement. Concessionaire shall promptly notify Sagent of any\nactual or suspected infringements, imitations, or unauthorized use of the Sagent\nMarks by third parties of which Concessionaire becomes aware. Sagent shall have\nthe sole right, at its expense, to bring any action on account of any such\ninfringements, imitations or unauthorized use, and Concessionaire shall\ncooperate\n\n\n\n                                  Page 3 of 23\n\n\nwith Sagent, as Sagent may reasonably request, in connection with any such\naction brought by Sagent. Sagent shall retain any and all damages, settlement\nand\/or compensation paid in connection with any such action brought by Sagent.\n\n         3.4 Registered User Agreements. Sagent and Concessionaire shall enter\ninto registered user agreements with respect to the Sagent Marks pursuant to\napplicable trademark law requirements in the Territory, if any. Concessionaire\nor Sagent, at Sagent's sole discretion, shall be responsible for proper filing\nof registered user agreements and all such other required registrations relating\nto the legal protection of the Sagent Marks with governmental authorities in the\nTerritory and shall pay all costs or fees associated with such filing(s).\n\n4.       OBLIGATIONS OF CONCESSIONAIRE\n\n         4.1 Diligence. Concessionaire shall use its best efforts to promote the\nmarketing and distribution of the Products.\n\n         4.2 Minimum Revenue Requirements. In the event Concessionaire fails to\nmeet the minimum revenue requirements set forth in Exhibit E attached hereto,\nthen, notwithstanding anything in this Agreement to the contrary, (i) Sagent\nshall be free to appoint other distributors for its Products in the Territory,\n(ii) Concessionaire shall not have any exclusive sale, marketing or distribution\nrights to the Products, (iii) at Sagent's election, and in Sagent's sole\ndiscretion, the license grant of Article 3 to the Sagent Marks shall terminate,\nand (iv) notwithstanding anything to the contrary in Section 5.1 below, the\nPrices paid by Concessionaire for the Products shall be equal to the applicable\nList Prices.\n\n         4.3 Minimum Revenue Guarantee. Concessionaire hereby guarantees that\nthe aggregate amount of payments received by Sagent from Concessionaire under\nthis Agreement during each of Year 1, Year 2 and Year 3 shall equal or exceed\nthe amounts of [*] dollars ($[*]), [*] dollars ($[*]) and [*] dollars ($[*]),\nrespectively (the 'Guaranteed Minimums'). Within thirty (30) days after the end\nof each of Year 1, Year 2 and Year 3, Concessionaire shall pay Sagent the\ndifference between the applicable Guaranteed Minimum and the actual aggregate\namount of payments received by Sagent from Concessionaire under this Agreement\nduring such Year 1, Year 2 or Year 3, respectively, if such actual aggregate\namount is less than the applicable Guaranteed Minimum.\n\n         4.4 Costs and Expenses. Except as expressly set forth herein,\nConcessionaire shall be solely responsible for all costs and expenses related to\nthe advertising, marketing, promotion, and distribution of the Products and for\nperforming its obligations hereunder.\n\n         4.5 Promotional Materials. Concessionaire shall maintain an adequate\ninventory of Sagent's current sales materials and samples ('Sales Materials')\nand shall use such Sales Materials in an efficient and effective manner to\npromote the sale of the Products in the Territory. Concessionaire shall\ntranslate Sales Materials into French at Concessionaire's sole expense for\ndistribution to customers, and Concessionaire shall prepare and distribute such\ntranslated Sales Materials in a professional format consistent with Sagent's\noriginal materials, subject to final approval by Sagent ('Translated Works').\nConcessionaire agrees that all Translated Works created by Concessionaire, \n\n\n\n                                  Page 4 of 23\n\n* Certain information on this page has been omitted and filed\n  separately with the Commission. Confidential treatment has\n  been requested with respect to the omitted portions.\n\n\nand all intellectual property rights therein, shall be the sole property of\nSagent, and Concessionaire hereby assigns to Sagent all worldwide right, title,\nand interest to the Translated Works and all intellectual property therein.\n\n         4.6 Reports.\n\n                  4.6.1 Annual Financial Reports. Concessionaire shall provide\nto Sagent annual audited financial reports, which reports shall (i) be provided\nto Sagent no later than two (2) months after the close of Concessionaire's\napplicable fiscal year, and (ii) be treated as Confidential Information pursuant\nto the terms of Article 11 below.\n\n                  4.6.2 General Market Information. Concessionaire shall provide\nto Sagent information regarding general market conditions and competitors on a\nregular basis, but no less than once per calendar quarter.\n\n                  4.6.3 Sales Activities. Within thirty (30) days after the end\nof each calendar quarter, Concessionaire shall send to Sagent a sales activities\nreport including the names of customers, quantities of Products purchased,\ndollar amounts invoiced to and received from such customers, and customer\nbacklog and inventory status of Products, and further shall maintain records of\nthe same.\n\n         4.7 Inventory. Concessionaire shall purchase and maintain an inventory\nof Products in quantity sufficient to meet the needs of its customers.\n\n         4.8 Relations with Customer. Concessionaire shall process and ship each\ncustomer order in a timely fashion. Concessionaire shall provide to customers\nany and all instructions, precautions, and other warnings provided by Sagent to\nConcessionaire; and Sagent shall provide to Concessionaire any such\ninstructions, precautions, and other warnings as Sagent in its sole discretion\ndeems necessary or desirable.\n\n         4.9 Product Representations. Concessionaire shall not to make any\nrepresentations with respect to the Products other than those expressly\nauthorized in writing in Sagent's written data sheets.\n\n         4.10 Indemnification. Concessionaire agrees to indemnify and hold\nSagent, its officers, directors, employees, successors, and assigns harmless\nfrom and against any and all losses, damages, or expenses of whatever form or\nnature, including attorneys' fees and other costs of legal defense, whether\ndirect or indirect, that they, or any of them, may sustain or incur as a result\nof any acts or omissions of Concessionaire or any of its directors, officers,\nemployees, or agents, including but not limited to (i) breach of any of the\nprovisions of this Agreement, (ii) negligence or other tortious conduct, (iii)\nrepresentations or statements not specifically authorized by Sagent herein or\notherwise in writing, or (iv) violation by Concessionaire (or any of its\ndirectors, officers, employees, or agents) of any applicable law, regulation, or\norder in or of the Territory or the United States.\n\n\n\n                                  Page 5 of 23\n\n\n5.       PRODUCTS\n\n         5.1 Product Prices. The prices to be paid by Concessionaire to Sagent\nfor Products hereunder shall be List Prices for the Products less the\ndiscount(s) set forth in Exhibit D attached hereto ('Prices'). 'List Prices' as\nused herein shall mean the prices set forth in Sagent's then-current customer\nprice schedules or bulletins. Prices shall be F.O.B. Sagent's facilities in Palo\nAlto, California, United States. All prices are expressed and shall be payable\nin U.S. dollars. The difference between List Prices and Prices shall be\nConcessionaire's sole remuneration from Sagent for the distribution and sale of\nProducts hereunder.\n\n         5.2 Price Changes. List Prices are subject to change by Sagent at any\ntime in its sole discretion. List Price changes shall be effective immediately\nand applicable to all purchase orders whether or not accepted prior to the\neffective date of the List Price change.\n\n         5.3 Product Changes. Sagent reserves the right from time to time in its\nsole discretion, without incurring any liability to Concessionaire with respect\nto any previously placed Purchase Order (as defined in Section 6.1 below), to\ndiscontinue or to limit its production of any Product; to allocate, terminate or\nlimit deliveries of any Product in time of shortage; to alter the design or\nconstruction of any Product; to add new and additional products to the Products;\nand upon reasonable notice to Concessionaire, to change its sales and\ndistribution policies, not inconsistent with the terms of this Agreement.\n\n         5.4 Discontinued Product. In the event Sagent discontinues sale of any\nProduct, it shall give Concessionaire prompt notice thereof. Within sixty (60)\ndays following the date of such discontinuation notice, Concessionaire may elect\nto return for credit against future purchases hereunder any of the discontinued\nProducts (including samples) purchased by Concessionaire during the three (3)\nmonths prior to the date of such notice which have not been used or sold and\nwhich are in Concessionaire's inventory as of the date of that notice from\nSagent.\n\n6.       PURCHASER ORDERS\n\n         6.1 Purchase Orders. All orders for Products submitted by\nConcessionaire shall be initiated by written purchase order in form acceptable\nto Sagent (each a 'Purchase Order'); provided, however, that an order may\ninitially be placed orally or by fax if a confirmational Purchase Order is\nreceived by Sagent within five (5) days of said oral or fax order. All Purchase\nOrders for Products are subject to acceptance by Sagent in writing, and Sagent\nshall have no liability to Concessionaire with respect to Purchase Orders that\nare not accepted. No partial acceptance of a Purchase Order shall constitute the\nacceptance of the entire Purchase Order, absent the written acceptance of such\nentire Purchase Order.\n\n         6.2 Agreement Governs. Purchase Orders shall be governed by the terms\nof this Agreement. Nothing contained in any Purchase Order shall in any way\nmodify or delete the terms and conditions contained herein or add any additional\nor different terms or conditions to the terms and conditions of this Agreement.\n\n\n\n                                  Page 6 of 23\n\n\n         6.3 Order Changes. Purchase Orders may be canceled only with Sagent's\nprior written approval. Cancellation of a Purchase Order is subject to a\nrestocking charge equal to ten percent (10%) of the aggregate value of such\nPurchase Order.\n\n7.       PAYMENT; TAXES\n\n         7.1 Payment Terms. Payment of any and all amounts due under this\nAgreement shall be in U.S. Dollars. Concessionaire shall either (i) pay for\nProducts within thirty (30) days of receipt of such Products by wire transfer or\ncheck to Sagent's designated account; or (ii), at Concessionaire's option,\nguarantee payment for all Products by an irrevocable letter of credit. The\nletter of credit shall be upon terms acceptable to Sagent, shall provide for\npayment upon delivery of Sagent's invoice and the bill of lading that relate to\nthe shipment, shall allow for partial shipments, and shall provide for payment\nfor all applicable taxes, shipping charges, and other charges to be borne by\nConcessionaire as provided hereunder. All exchange, interest, banking,\ncollection and other charges shall be at Concessionaire's expense.\n\n         7.2 Offsets. Any credits, allowances, or other amounts payable to or\ncreditable by Distributor shall be subject to offset for any claims or other\namounts owed by Concessionaire to Sagent pursuant to the provisions of this\nAgreement.\n\n         7.3 Taxes.\n\n                  7.3.1 Taxes Generally. Prices do not include and are net of\nany foreign or domestic governmental taxes or charges of any kind that may be\napplicable to the sale, licensing, marketing or distribution of the Products,\nincluding without limitation excise, sales, use, or value-added taxes; customs\nor other import duties; or other taxes, tariffs or duties. Concessionaire shall\nbe responsible for and shall pay all such taxes and charges levied against\nSagent in a timely manner. When Sagent has the legal obligation to pay or\ncollect such taxes, excluding taxes on the income of Sagent, the appropriate\namount shall be invoiced to Concessionaire and paid by Concessionaire within\nthirty (30) days of the date of invoice unless Concessionaire provides Sagent\nwith a valid tax exemption certificate authorized by the appropriate taxing\nauthority.\n\n                  7.3.2 Withholding Taxes. All payments by Concessionaire shall\nbe made free and clear of, and without reduction for, any withholding taxes. Any\nsuch taxes which are otherwise imposed on payments to Sagent shall be the sole\nresponsibility of Concessionaire. Concessionaire shall provide Sagent with\nofficial receipts issued by the appropriate taxing authority or such other\nevidence as is reasonably requested by Sagent to establish that such taxes have\nbeen paid.\n\n\n\n                                  Page 7 of 23\n\n\n8.       DELIVERY; REJECTION\n\n         8.1 Shipment and Delivery. Products delivered pursuant to the terms of\nthis Agreement shall be suitably packed for shipment in Sagent's standard\nshipping cartons, marked for shipment to the destination specified in\nConcessionaire's Purchase Order, and delivered to the carrier agent F.O.B.\nSagent's facility in Palo Alto, California, United States, at which time risk of\nloss shall pass to Concessionaire. Unless otherwise specified in writing by\nConcessionaire in Concessionaire's purchase order, Sagent shall select the\ncarrier. All freight, insurance, and other shipping expenses, as well as\nexpenses for any special packing requested by Concessionaire and provided by\nSagent, shall be paid by Concessionaire. All shipment and freight charges shall\nbe deemed correct unless Sagent receives from Concessionaire, no later than\nfifteen (15) days after the date of shipment, a written notice specifying the\nshipment, the purchase order number, and the exact nature of the discrepancy\nbetween the order and the shipment in number or type of Products shipped, or\nfreight or other charges, as the case may be. Sagent may cease any and all\nshipments of Products until Concessionaire is in full performance of its\nobligations under Article 7.\n\n         8.2 Title; Clause de Reserve de Propriete. Sagent shall retain all\nright, title and interest in and to Products delivered to Concessionaire until\nSagent has received all applicable payments therefor.\n\n         8.3 Inspection; Rejection. Concessionaire shall inspect all Products\npromptly upon receipt thereof and may reject any defective Product, provided\nthat Concessionaire shall (i) within the earlier of thirty (30) days after\nreceipt of such alleged defective Product or ten (10) days after discovery of\nsuch alleged defect, notify Sagent of its rejection and request a Return\nMaterial Authorization ('RMA') number, and (ii) within ten (10) days of receipt\nof the RMA number from Sagent return such rejected Product to Sagent, freight\nprepaid and properly insured. Products not rejected within the foregoing time\nperiods shall be deemed accepted by Concessionaire. In the event that Sagent\ndetermines that the returned Product is defective and properly rejected by\nConcessionaire, Sagent shall at its option, repair or replace such defective\nProduct, or accept return for credit of such defective Product. Sagent shall\nreturn to Concessionaire, freight prepaid, all repaired or replaced Products\nproperly rejected by Concessionaire. In the event that any rejected Product is\ndetermined by Sagent to not be defective or to have been modified or subjected\nto unusual electrical or physical stress, misuse, abuse or unauthorized repair,\nConcessionaire shall reimburse Sagent for all costs and expenses related to the\ninspection, repair, if any, and return of such Product to Concessionaire.\n\n         8.4 Returned Product. Concessionaire shall only return Products to\nSagent with Sagent's prior written approval. Any Product returned to Sagent by\nConcessionaire as authorized under this Agreement shall be shipped, freight\nprepaid, F.O.B. Sagent's address first set forth above or such other location as\nSagent may instruct Concessionaire, and shall be packed in its original packing\nmaterial. Sagent may refuse to accept any Product not packed and shipped as\nherein provided.\n\n\n\n                                  Page 8 of 23\n\n\n9.       TECHNICAL SUPPORT\n\n         9.1 Support by Concessionaire. Concessionaire shall be solely\nresponsible for supporting all Products distributed hereunder. Concessionaire\nshall provide reasonable technical support to customers, including without\nlimitation (i) maintaining trained and competent technical and engineering\nsupport personnel for the Products who are sufficiently knowledgeable with\nrespect to the Products to answer customer questions regarding the use and\noperation of Products, (ii) designating a technical liaison to coordinate\nConcessionaire's technical support provided to Customers, (iii) responding\npromptly to requests for technical support from customers, and (iv) providing\ntechnical support services to address and resolve customers' support requests\nwith respect to the Products. Concessionaire shall ensure that Concessionaire's\ntechnical and engineering support personnel attend any training required by\nSagent with respect to the Products.\n\n                  9.1.1 Frontline Support. Concessionaire shall ensure that all\ncustomer questions regarding the use or operation of Products are initially\naddressed to and answered by Concessionaire. Unless otherwise agreed in writing\nby Sagent, Concessionaire shall not represent to any third party that Sagent is\navailable to answer questions from any customer directly.\n\n                  9.1.2 Conformance with Sagent Policy. Concessionaire will\nprovide prompt and effective service and repair of Products in the Territory in\naccordance with Sagent's standard support policies then in effect.\n\n                  9.1.3 Additional Responsibilities. Without limiting the\nforegoing and in addition to any other obligations set forth in Sagent's then\ncurrent support terms and conditions, Concessionaire also shall be responsible\nfor (i) providing sufficient information to Sagent for Sagent to duplicate any\nreported error in the Products; (ii) incorporating updates into the Products\npromptly upon receipt thereof; (iii) reporting errors promptly in English and in\nwriting in accordance with Sagent's standard support procedures; and (iv)\nproviding reasonable cooperation and full information to Sagent in the\nfurnishing of support for the Products.\n\n         9.2 Support by Sagent. Sagent shall use reasonable efforts to provide\nto Concessionaire such back-up telephone or electronic-mail technical support as\nSagent makes generally available to its distributors other than Concessionaire.\nSuch telephone support shall be provided during Sagent's normal business hours\n(Monday through Friday, 9:00 a.m. - 5:00 p.m. Pacific Standard Time, excluding\nSagent holidays). With respect to computer software Products, Sagent will\nprovide support for the then-current versions of such computer software Products\nonly.\n\n10.      DISCLAIMER OF WARRANTY\n\n         SAGENT MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, IMPLIED\nOR OTHERWISE, AND SAGENT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND\nCONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND\nNONINFRINGEMENT, AND ALL OTHER IMPLIED WARRANTIES OR CONDITIONS ARISING FROM\nCOURSE OF DEALING, USAGE OF TRADE OR CUSTOM. NOTWITHSTANDING THE FOREGOING,\nSAGENT DOES NOT EXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE\nEXCLUDED OR LIMITED BY LAW.\n\n\n\n                                  Page 9 of 23\n\n\n11.      CONFIDENTIALITY AND PROPRIETARY RIGHTS\n\n         11.1 Confidentiality. Concessionaire acknowledges that by reason of its\nrelationship to Sagent hereunder it will have access to certain information and\nmaterials concerning Sagent's business, plans, customers, technology, and\nproducts that are confidential and of substantial value to Sagent, which value\nwould be impaired if such information were disclosed to third parties\n('Confidential Information'). Concessionaire agrees that it will not use in any\nway for its own account or the account of any third party, nor disclose to any\nthird party, any Confidential Information revealed to it by Sagent.\nConcessionaire shall take every reasonable precaution to protect the\nconfidentiality of Confidential Information. Upon request by Concessionaire,\nSagent shall advise whether or not it considers any particular information or\nmaterials to be confidential. Concessionaire shall not publish any technical\ndescription of the Products beyond the description published by Sagent. In the\nevent of termination of this Agreement, there shall be no use or disclosure by\nConcessionaire of any Confidential Information of Sagent, and Concessionaire\nshall not reproduce, manufacture, have reproduced or have manufactured any\ncomputer software programs, devices, components or assemblies utilizing any of\nSagent's confidential information.\n\n         11.2 Proprietary Rights. Concessionaire agrees that Sagent retains all\nof its right, title and interest in and to all patents, trademarks, trade names,\ninventions, copyrights, know-how and trade secrets relating to the Products or\nthe product lines that include the Products, and the design, manufacture,\noperation or service of the Products. The use by Concessionaire of any of these\nproperty rights is authorized only for the purposes herein set forth and upon\ntermination of this Agreement for any reason such authorization will cease.\nConcessionaire shall not (and shall require that its customers do not) remove,\nalter, cover or obfuscate any copyright notices or other proprietary rights\nnotices placed or embedded by Sagent on or in any Product.\n\n12.      INTELLECTUAL PROPERTY INDEMNIFICATION\n\n         12.1 Limited Indemnity. Concessionaire agrees that Sagent has the right\nto defend, or at its option to settle, and Sagent agrees, at its own expense, to\ndefend or at its option to settle, any third party claim, suit or proceeding\n(collectively, ('Action') brought against Concessionaire alleging the Products\ninfringe any copyright or trademark in existence as of the Effective Date,\nsubject to the limitations hereinafter set forth. Sagent shall have sole control\nof any such Action or settlement negotiations, and Sagent agrees to pay, subject\nto the limitations hereinafter set forth, any final judgment entered against\nConcessionaire on such issue in any such Action defended by Sagent.\nConcessionaire agrees that Sagent will be relieved of the foregoing obligations\nunless Concessionaire notifies Sagent in writing of such Action within five (5)\ndays after becoming aware of such action, gives Sagent authority to proceed as\ncontemplated herein, and gives Sagent proper and full information and assistance\nto settle and\/or defend any such Action. If it is adjudicatively determined, or\nif Sagent believes, that the Products, or any part thereof, infringe any\ncopyright or trademark, or if the sale or use of the Products, or any part\nthereof, is, as a result, enjoined, then Sagent may, at its election, option,\nand expense: (i) procure for Concessionaire the right under such copyright or\ntrademark to sell or use, as appropriate, the Products or such part thereof;\n(ii) replace the Products, or part thereof, with other noninfringing suitable\nproducts or parts; (iii) suitably modify the Products \n\n\n\n                                 Page 10 of 23\n\n\nor part thereof; or (iv) remove the Products, or part thereof, terminate\ndistribution or sale thereof and refund the payments paid by Concessionaire for\nsuch Products less a reasonable amount for use and damage. Sagent shall not be\nliable for any costs or expenses incurred without its prior written\nauthorization, or for any installation costs of any replaced Products.\n\n         12.2 Limitations. Notwithstanding the provisions of Section 12.1 above,\nSagent assumes no liability for infringement claims arising from (i) combination\nof the Products or portions thereof with other software not provided by Sagent\nif such infringement would not have occurred but for such combination, or (ii)\nthe modification of the Products or portions thereof unless such modification\nwas made or authorized by Sagent, when such infringement would not have occurred\nbut for such modification.\n\n         12.3 Disclaimer. SAGENT'S LIABILITY ARISING OUT OF OR RELATING TO THIS\nARTICLE 12 SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY CONCESSIONAIRE TO\nSAGENT FOR THE ALLEGEDLY INFRINGING PRODUCTS THAT ARE THE SUBJECT OF THE\nINFRINGEMENT CLAIM. THE FOREGOING PROVISIONS OF THIS ARTICLE 12 STATE THE ENTIRE\nLIABILITY AND OBLIGATION OF SAGENT AND THE EXCLUSIVE REMEDY OF CONCESSIONAIRE\nWITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY\nTHE PRODUCTS OR ANY PART THEREOF.\n\n13.      LIMITATION OF LIABILITY\n\n         IN NO EVENT SHALL SAGENT'S LIABILITY ARISING OUT OF OR RELATING TO THIS\nAGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY CONCESSIONAIRE TO SAGENT\nHEREUNDER, INCLUDING BUT NOT LIMITED TO LIABILITY UNDER ARTICLE 12 ABOVE. IN NO\nEVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF\nSUBSTITUTE GOODS, OR ANY OTHER SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL\nDAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN\nCONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE. THE\nFOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF\nESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.\n\n\n14.      TERM AND TERMINATION\n\n         14.1 Term. Unless earlier terminated pursuant to Section 14.2 below or\nby mutual written consent, this Agreement shall commence upon the Effective Date\nand continue in full force and effect for an initial term expiring on December\n31, 2000. The parties may renew this Agreement for additional one (1) year terms\nupon mutual written consent.\n\n         14.2 Termination. This Agreement may be terminated prior to the\nexpiration of the initial term by prior written notice to the other party as\nfollows:\n\n                  14.2.1 By either party upon written notice of termination if\nthe other party breaches any material term or condition of this Agreement and\nfails to cure that breach within thirty (30) days \n\n\n\n                                 Page 11 of 23\n\n\nafter receiving written notice stating the nature of the breach and the\nnon-breaching party's intent to terminate; or\n\n                  14.2.2 By either party, effective immediately, if the other\nparty should become the subject of any voluntary or involuntary bankruptcy,\nreceivership, or other insolvency proceedings or make an assignment or other\narrangement for the benefit of its creditors, or if such other party should be\nnationalized or have any of its material assets expropriated; or\n\n                  14.2.3 By Sagent, effective immediately, if there should occur\nany material change in the management, ownership, control, sales personnel,\nsales and marketing capability, or financial condition of Concessionaire; or\n\n                  14.2.4 By Sagent, effective immediately, if any law or\nregulation should become adopted or in effect in the Territory that would\nrestrict Sagent's termination rights or otherwise invalidate any provisions\nhereof; or\n\n                  14.2.5 By Sagent, effective immediately, if Concessionaire\nshould violate the terms of Section 2.7 above or Section 16.3 below; or\n\n                  14.2.6 By Sagent, effective immediately, in accordance with\nprovisions of Sections 15.3 or 15.5; or\n\n                  14.2.7 By Sagent, effective immediately, if Concessionaire\nknowingly makes any false or untrue statements or representations to Sagent\nherein or in the performance of its obligations hereunder.\n\n         14.3 Purchase Orders; No Waiver. Notwithstanding the foregoing,\nConcessionaire shall be obligated to accept deliveries of Products for which\nPurchase Orders were accepted by Sagent prior to the effective date of\ntermination. After any notice of termination has been delivered by either party\nhereunder, deliveries of Product from Sagent to Concessionaire, unless otherwise\nagreed by Sagent in its sole discretion, shall require prepayment by wire\ntransfer by Concessionaire to Sagent. The acceptance of any Purchase Order for\nthe sale of any Product to Concessionaire after the termination or expiration of\nthis Agreement shall not be construed as a renewal or extension of this\nAgreement nor as a waiver of termination of this Agreement.\n\n         14.4 Rights of Parties Upon Termination or Expiration. The following\nprovisions shall apply on the termination or expiration of this Agreement.\n\n                  14.4.1 Cessation of Sales Activities. Concessionaire shall\ncease all sales and other activities on behalf of Sagent and shall return to\nSagent and immediately cease all use of Confidential Information previously\nfurnished by Sagent and then in Concessionaire's possession. Concessionaire\nshall additionally turn over to Sagent Concessionaire's current customer mailing\nlist and take such action as is necessary to terminate Concessionaire's\nregistration as Sagent's sales representative with any governmental authority.\n\n\n\n                                 Page 12 of 23\n\n\n                  14.4.2 Acceleration of Amounts Owed. All indebtedness of\nConcessionaire to Sagent shall become immediately due and payable without\nfurther notice or demand, which is hereby expressly waived, and Sagent shall be\nentitled to reimbursement for any reasonable attorneys' fees that it may incur\nin collecting or enforcing payment of such obligations;\n\n                  14.4.3 Cessation of Use of Sagent Marks. Concessionaire shall\nremove from its property and immediately discontinue all use, directly or\nindirectly, of the Sagent Marks, or of any word, title, expression, trademark,\ndesign, or marking that, in the opinion of Sagent, is confusingly similar\nthereto. Concessionaire shall further certify in writing to Sagent that\nConcessionaire has completely terminated its use of any and all such Sagent\nMarks, trademarks, designs, or markings, or any other word, title, or expression\nsimilar thereto that appeared in or on any devices or other materials used in\nconjunction with Concessionaire's business.\n\n                  14.4.4 No Obligation to Repurchase. Sagent shall have no\nobligation to repurchase or to credit Concessionaire for its inventory of\nProducts at the time of termination of this Agreement. Sagent may, at its sole\noption, repurchase from Concessionaire, at Sagent's then current list prices\nless any applicable then current discounts or at the net prices paid by\nConcessionaire, whichever are lower, any or all inventory of Products originally\npurchased by Concessionaire from Sagent and remaining unsold by Concessionaire.\n\n         14.5 No Liability for Termination. Except as expressly required by law,\nin the event of termination of this Agreement by either party in accordance with\nany of the provisions of this Agreement, neither party shall be liable to the\nother, because of such termination, for compensation, reimbursement or damages\non account of the loss of prospective profits or anticipated sales or on account\nof expenditures, inventory, investments, leases or commitments in connection\nwith the business or goodwill of Sagent or Concessionaire. Termination shall\nnot, however, relieve either party of obligations incurred prior to the\ntermination.\n\n         14.6 Survival. Except for termination by Sagent pursuant to Section\n14.2.1 above, Concessionaire may sell Products existing in its inventory as of\nthe effective date of termination of this Agreement for a period of ninety (90)\ndays after the effective date of such termination ('Wind-Down Period'). During\nthe Wind-Down Period, the provisions of Article 15 and Sections 2.2, 4.8 and 4.9\nshall survive. In addition to the foregoing provisions, the following provisions\nshall survive any termination or expiration of this Agreement: Articles 1, 11,\n13 and 16, and Sections 2.4, 2.6, 2.7, 3.2, 4.10, 6.2, 8.2, 14.4, 14.6, 15.1 and\n15.4.\n\n\n\n                                 Page 13 of 23\n\n\n15.      COMPLIANCE WITH LAWS\n\n         15.1 Export Control. Any and all obligations of Sagent to provide the\nProducts, as well as any technical data, shall be subject in all respects to\nsuch United States laws and regulations as will from time to time govern the\nlicense and delivery of technology and products abroad by persons subject to the\njurisdiction of the United States, including the Export Administration Act of\n1979, as amended, any successor legislation, and the Export Administration\nRegulations issued by the U.S. Department of Commerce, Bureau of Export\nAdministration. Concessionaire represents and warrants that it will not export\nor reexport the Products or technical data related thereto except in conformity\nwith such laws and regulations.\n\n                  15.1.1 Required Authorization. Concessionaire agrees that,\nunless prior written authorization is obtained from the Bureau of Export\nAdministration, or the Export Administration Regulations explicitly permit the\nexport, reexport, and\/or transshipment of the Products or technical data\ndisclosed or provided to Concessionaire, as applicable, without such written\nauthorization, Concessionaire shall not export, reexport or transship, directly\nor indirectly, the Products or technical data, to country groups S or Z (as\ndefined in the Export Administration Regulations), which currently consist Cuba\nand North Korea, or to Iran, Iraq or Yugoslavia (Serbia and Montenegro), or to\nany other country as to which the U.S. Government has placed an embargo against\nthe shipment of products, which embargo is in effect during the term of this\nAgreement.\n\n                  15.1.2 Prohibited Customers. Concessionaire further agrees not\nto resell Products to any organization, public or private, which engages in the\nresearch or production of military devices, armaments, or any instruments of\nwarfare, including biological, chemical and nuclear warfare.\n\n         15.2 Import Licenses; Exchange Controls; Other Governmental Approval.\nConcessionaire represents and warrants that it shall, at its expense, obtain any\nand all import licenses and governmental approvals that may be necessary to\npermit the sale by Sagent and the purchase by Concessionaire of the Products,\ncomply with all registration requirements in the Territory, obtain such\napprovals from the banking and other governmental authorities of the Territory\nas may be necessary to guarantee payment of all amounts due hereunder to Sagent\nin U.S. dollars, and comply with any and all governmental laws, regulations, and\norders that may be applicable to Concessionaire by reason of its execution of\nthis Agreement, including but not limited to any requirement to be registered as\nSagent's independent distributor with any governmental authority (e.g.,\nregistration with the Registre du Commerce et des Societes), and including but\nnot limited to any and all laws, regulations, or orders that govern or affect\nthe ordering, export, shipment, import, sale (including government procurement),\ndelivery, or redelivery of the Products in the Territory. Concessionaire shall\nfurnish Sagent with such documentation as Sagent may request to confirm\nConcessionaire's compliance with this Section 15.2 and agrees that it shall not\nengage in any course of conduct that, in Sagent's reasonable belief, would cause\nSagent to be in violation of the laws of any jurisdiction.\n\n         15.3 Local Law. Concessionaire shall notify Sagent of the existence and\ncontent of any mandatory provision of law in the Territory or any other\napplicable law that conflicts with any provision of this Agreement at the time\nof its execution or thereafter. Failure to do so shall constitute\n\n\n\n                                 Page 14 of 23\n\n\na breach of this Agreement for which Sagent may terminate this Agreement\neffective immediately upon notice to Concessionaire pursuant to Section 14.2\nabove.\n\n         15.4 Liability of Sagent. The provisions of this Agreement under which\nthe liability of Sagent is excluded or limited shall not apply to the extent\nthat such exclusions or limitations are declared illegal or void under the laws\napplicable in the countries in which Products are sold hereunder.\n\n         15.5 Questionable Payments. Concessionaire certifies that neither it,\nnor any of its directors, officers, employees, or agents is an official, agent,\nor employee of any government or governmental agency or political party or a\ncandidate for any political office on the date of this Agreement. Concessionaire\nshall promptly notify Sagent of the any event that would or may result in an\nexception to the foregoing representation. Concessionaire shall not, directly or\nindirectly, in the name of, on behalf of, or for the benefit of Sagent offer,\npromise to pay, or pay any compensation, or give anything of value to, any\nofficial, agent, or employee of any government or governmental agency, or to any\npolitical party or officer, employee, or agent thereof. Concessionaire shall\nrequire each of its directors, officers, employees, and agents to comply with\nthe provisions of this Section 15.5. Any breach of the provisions of this\nSection 15.5 shall entitle Sagent to terminate this Agreement effective\nimmediately upon written notice to Concessionaire pursuant to Section 14.2\nabove.\n\n16.      MISCELLANEOUS PROVISIONS\n\n         16.1 Governing Law. This Agreement shall be governed by and construed\nunder the law of the France.\n\n         16.2 Jurisdiction; Venue. The parties consent to the personal\njurisdiction of, and venue in, the courts of France.\n\n         16.3 Assignment. Concessionaire may not transfer or assign any of its\nrights or obligations under this Agreement without the prior written consent of\nSagent. Sagent may freely transfer or assign its rights or obligations under\nthis Agreement without the prior written consent of Concessionaire. Subject to\nthe foregoing, this Agreement will be binding upon and inure to the benefit of\nthe parties hereto, their successors and assigns.\n\n         16.4 No Implied Waivers. The failure of either party at any time to\nrequire performance by the other of any provision hereof shall not affect the\nright of such party to require performance at any time thereafter, nor shall the\nwaiver of either party of a breach of any provision hereof be taken or held to\nbe a waiver of a provision itself.\n\n         16.5 Severability. If any provision of this Agreement is held to be\ninvalid by a court of competent jurisdiction, then the remaining provisions will\nnevertheless remain in full force and effect. The parties agree to renegotiate\nin good faith those provisions so held to be invalid to be valid, enforceable\nprovisions which provisions shall reflect as closely as possible the original\nintent of the parties, and further agree to be bound by the mutually agreed\nsubstitute provision.\n\n\n\n                                 Page 15 of 23\n\n\n         16.6 Force Majeure. Except for payment of monies, neither party shall\nbe liable for failure to fulfill its obligations under this Agreement or any\npurchase order issued hereunder or for delays in delivery due to causes beyond\nits reasonable control, including, but not limited to, acts of God, man-made or\nnatural disasters, earthquakes, fire, riots, flood, material shortages, strikes,\ndelays in transportation or inability to obtain labor or materials through its\nregular sources. The time for performance of any such obligation shall be\nextended for the time period lost by reason of the delay.\n\n         16.7 Conflicting Terms. The parties agree that the terms and conditions\nof this Agreement shall prevail, notwithstanding contrary or additional terms,\nin any purchase order, sales acknowledgment, confirmation or any other document\nissued by either party effecting the purchase and\/or sale of Products.\n\n         16.8 Heading. Headings of paragraphs herein are inserted for\nconvenience of reference only and shall not affect the construction or\ninterpretation of this Agreement.\n\n         16.9 Notice. Any notice required or permitted to be given under this\nAgreement shall be delivered (a) by hand, (b) by registered or certified mail,\npostage prepaid, return receipt requested, to the address of the other party\nfirst set forth above, or to such other address as a party may designate by\nwritten notice in accordance with this Section 16.9, (c) by overnight courier,\nor (d) by fax with confirming letter mailed under the conditions described in\n(b) above. Notice so given shall be deemed effective when received, or if not\nreceived by reason of fault of addressee, when delivered.\n\n         16.10 Language. This Agreement is in the English language only, which\nlanguage shall be controlling in all respects, and all versions of this\nAgreement in any other language shall not be binding on the parties hereto. All\ncommunications and notices to be made or given pursuant to this Agreement shall\nbe in the English language. Les parties aux presentes confirment leur volonte\nque cette convention de meme que tous les documents y compris tout avis qui s'y\nrattache, soient rediges en langue anglaise.\n\n         16.11 Entire Agreement. This Agreement contains the entire\nunderstanding of the parties with respect to the subject matter hereof and\nsupersedes all prior agreements relating thereto, written or oral, between the\nparties. Amendments to this Agreement must be in writing, signed by the duly\nauthorized officers of the parties. The terms of any purchase order are\nexpressly excluded.\n\n\n\n                  [Remainder of Page Intentionally Left Blank]\n\n\n\n                                 Page 16 of 23\n\n\n         16.12 Injunctive Relief. CONCESSIONAIRE AGREES THAT ANY VIOLATION OR\nTHREATENED VIOLATION OF SECTIONS 2.7, 3.2, 3.4, 11.1, 11.2 OR 14.4.3 WILL CAUSE\nIRREPARABLE INJURY TO SAGENT, ENTITLING SAGENT TO OBTAIN INJUNCTIVE RELIEF IN\nADDITION TO ALL LEGAL REMEDIES.\n\n         16.13 Buyout Agreement. This Agreement shall be conditioned upon the\nexecution of a separate buyout agreement substantially similar to the agreement\nattached hereto as Exhibit F.\n\n         In Witness Whereof, the parties hereto have duly executed this\nAgreement effective as of the Effective Date.\n\n\nSAGENT:                                     CONCESSIONAIRE:\nSAGENT TECHNOLOGY, INC.                     SAGENT FRANCE S.A.\n\nBy:    \/s\/ Thomas M. Loumbos                By:    \/s\/ Poirrier Michel\n       ---------------------------                 -----------------------------\n\nName:  Thomas M. Loumbos                    Name:  Poirrier Michel\n       ---------------------------                 -----------------------------\n       (Typed or Printed)                          (Typed or Printed)\n\nTitle: Vice President of Sales              Title: President Directeur General\n       ---------------------------                 -----------------------------\n\n\n\n                                 Page 17 of 23\n\n\n                                    EXHIBIT A\n                                 PRODUCT LISTING\n\n\n\nAll of Sagent's general product line, in French-language versions only from the\npoint when the French versions are available or the US versions inside the\nFrench border.\n\n\n\n                                 Page 18 of 23\n\n\n                                    EXHIBIT B\n                 SAGENT TRADEMARKS, TRADENAMES AND SERVICEMARKS\n\n\n\nSagent\nSagent France\n\n\n\n                                 Page 19 of 23\n\n\n                                    EXHIBIT C\n                                 HOUSE ACCOUNTS\n\n\nAny and all present and future OEM customers worldwide.\n\n\n\n                                 Page 20 of 23\n\n\n                                    EXHIBIT D\n                            DISCOUNTS TO LIST PRICES\n\n\n\n         D.1 For so long as Concessionaire meets the minimum revenue\nrequirements set forth in Section 4.2, the discount for each and every Product\nshall be [*]% of the List Price of such Product.\n\n         D.2 If Concessionaire fails to meet the minimum revenue requirements\nset forth in Section 4.2, then there shall be no discount.\n\n\n\n                                 Page 21 of 23\n\n\n* Certain information on this page has been omitted and filed\n  separately with the Commission. Confidential treatment has\n  been requested with respect to the omitted portions.\n\n\n                                    EXHIBIT E\n                          MINIMUM REVENUE REQUIREMENTS\n\n         E.1 Year 1. The aggregate amount of payments received by Sagent from\nConcessionaire under this Agreement during Year 1 must equal or exceed [*] \ndollars ($[*]).\n\n         E.2 Year 2. The aggregate amount of payments received by Sagent from\nConcessionaire under this Agreement during Year 2 must equal or exceed [*] \ndollars ($[*]).\n\n         E.3 Year 3. The aggregate amount of payments received by Sagent from\nConcessionaire under this Agreement during Year 3 must equal or exceed [*] \ndollars ($[*]).\n\n\n\n                                 Page 22 of 23\n\n* Certain information on this page has been omitted and filed\n  separately with the Commission. Confidential treatment has\n  been requested with respect to the omitted portions.\n\n\n                                    EXHIBIT F\n                                BUYOUT AGREEMENT\n\n\n\n                                 Page 23 of 23\n\n\n                         SAGENT FRANCE BUYOUT AGREEMENT\n\n         This Sagent France Buyout Agreement ('AGREEMENT') is made and entered\ninto as of this 21st day of November, 1997 ('EFFECTIVE DATE') by and among\nSagent Technology, Inc., having offices at 2225 E. Bayshore Rd., Suite 100, Palo\nAlto, California 94303, U.S.A. ('SAGENT'); Sagent France S.A., having offices at\n103 Rue Pereire, Parc Pereire Bat A., 78105 St. Germain En Layes, France\n('COMPANY'); and the shareholders of Company set forth in Schedule 1 attached\nhereto (each a 'SHAREHOLDER').\n\n                                   BACKGROUND\n\n         Sagent and Company have entered into a certain Exclusive Concession\nAgreement dated as of November 21, 1997 (the 'CONCESSION AGREEMENT'). Sagent\ndesires to obtain the right to purchase securities of Company under certain\ncircumstances, and, in fulfillment of the condition precedent set forth in\nSection 16.13 of the Concession Agreement, Company and the Shareholders desire\nto provide such right to Sagent, pursuant to the terms and conditions of this\nAgreement.\n\n                                    AGREEMENT\n\n         In consideration of the mutual promises made below, and for other good\nand valuable consideration the receipt and sufficiency of which is hereby\nacknowledged, the parties hereby agree as follows:\n\n1.       DEFINITIONS\n\n         1.1 'BUYOUT DATE' shall mean the date as of which Sagent chooses to\nexercise the Purchase Right (as defined in Section 2.1 below).\n\n         1.2 'CLOSING DATE' shall mean the fifth business day following the\nexecution of the Final Certificate (as defined in Section 2.2 below).\n\n         1.3 'COMMENCEMENT DATE' shall mean the date falling twelve (12) months\nimmediately after the Effective Date (as defined above).\n\n         1.4 'SECURITIES' shall mean the securities of Company held by the\nShareholders as of the Buyout Date.\n\n2.       RIGHT OF PURCHASE\n\n         2.1 Right of Purchase. Sagent shall have the right to purchase all of\nthe Securities at any time following the Commencement Date pursuant to the terms\nand conditions of this Agreement (the \n\n\n\n                                  Page 1 of 9\n\n\n'PURCHASE RIGHT'). Upon exercise of the Purchase Right, the Shareholders agree\nto sell, assign, transfer and deliver to Sagent, and Sagent agrees to purchase\nand accept from the Shareholders, the Securities for consideration equal in\nvalue to the Purchase Price (as defined in Section 2.2 below). Sagent shall\nexercise the Purchase Right by written notice to Company and the Shareholders at\nleast thirty (30) days in advance of the proposed Buyout Date (the 'BUYOUT\nNOTICE').\n\n         2.2 Purchase Price. The Purchase Price shall be determined as follows:\n\n                  (1) If SAGENT chooses to execute its option to purchase Sagent\nFrance after the effective date but prior to November 30, 1998 then the purchase\nvalue will be equivalent to 1.5 million US dollars\n\n                  (2) The 'PURCHASE PRICE' shall equal the Gross Product\nRevenues multiplied by the applicable Revenue Multiple, less (i) accounts\nreceivable due greater than sixty (60) days after the Buyout Date and (ii) lease\ncommitments or contingent liabilities extending more than six (6) months past\nthe Buyout Date. 'GROSS PRODUCT REVENUES' shall equal the aggregate licensing,\nsale and service revenues from the distribution of Sagent products recognized by\nCompany during the twelve (12) month period immediately preceding the Buyout\nDate in accordance with the revenue recognition policy of Sagent then in effect.\nThe 'REVENUE MULTIPLE' shall equal [*] ([*]), if the Buyout Date is on or after\n[*] and before [*]; or [*] ([*]), if the Buyout Date is on or after [*] and\nbefore [*]; or [*] ([*]), if the Buyout Date is on or after [*] and before [*];\nor [*] ([*]), if the Buyout Date is on or after [*].\n\n                  (3) Within ten (10) days after receipt of the Buyout Notice,\nCompany shall deliver to Sagent a certificate setting forth Company's good-faith\nestimation of the Purchase Price, together with a reasonably detailed statement\nof the calculation thereof (the 'FIRST CERTIFICATE').\n\n                  (4) On or before thirty (30) days after the Buyout Date,\nCompany shall deliver to Sagent a certificate setting forth Company's proposed\nfinal calculation of the Purchase Price, together with a reasonably detailed\nstatement of the calculation thereof (the 'SECOND CERTIFICATE').\n\n                  (5) Within sixty (60) days of receipt of the Second\nCertificate and supporting documentation, Sagent shall notify Company of any\nobjections with respect to the calculation of the proposed Purchase Price, if\nany. If Sagent and Company are unable to resolve all disagreements within\nfifteen (15) days of Company's receipt of Sagent's objection(s), the matter(s)\nin dispute shall be resolved as soon as practicable by an independent auditor\nmutually acceptable to Sagent and Company.\n\n                  (6) As soon as possible after resolution of all disagreements,\nif any, the parties shall execute and deliver a final, conclusive and binding\ncertificate that sets forth the final Purchase Price agreed upon by the parties\n(the 'FINAL CERTIFICATE').\n\n                  (7) Company shall cooperate with Sagent in Sagent's review of\nthe First Certificate and the Second Certificate, and shall provide Sagent and\nits employees and agents \n\n\n\n                                  Page 2 of 9\n\n\n(including accountants) full access to the books, records, work papers,\ninformation, facilities and employees of Company used to prepare such\ncertificates.\n\n         2.3 Delivery by Company. . On or before the Closing Date, Company shall\ndeliver to Sagent (i) the Articles of Incorporation and Bylaws, each as amended\nto date, minute books, stock transfer books and corporate seals of the Company,\nand (ii) resignations effective as of the Closing Date of all the officers and\ndirectors of the Company.\n\n         2.4 Delivery by Shareholders. On or before the Closing Date, each\nShareholder shall deliver to Sagent a certificate registered in such\nShareholder's name representing all the Securities held by such Shareholder as\nof the Closing Date, duly endorsed in blank for transfer.\n\n         2.5 Delivery by Company. On or before the Closing Date, Sagent shall\ndeliver to the Shareholders consideration equal in value to at least\nseventy-five percent (75%) of the Purchase Price, for distribution pro rata\namong the Shareholders. Sagent shall deposit the balance of the consideration in\nan interest-bearing escrow account, and Sagent shall instruct the escrow agent,\npursuant to a separate written escrow agreement acceptable to Sagent, to deliver\nsuch consideration to the Shareholders six (6) months after the Buyout Date, for\ndistribution pro rata among the Shareholders, if Company and the Shareholders\nhave not violated any obligation, covenant or warranty hereunder. Sagent shall\npay at least one third (1\/3) of the consideration in the form of cash, and\nSagent shall pay the remaining two thirds (2\/3) of the consideration in the form\nof Sagent common stock and\/or cash. The value of Sagent common stock issued or\notherwise provided to Shareholders pursuant to this Section 2.5 shall be\ndetermined (i) by reference to the appraised value of Sagent as of the date of\ntransfer of such Sagent common stock (the 'TRANSFER DATE') as determined by an\nindependent third party acceptable to Sagent and Company, if Sagent common stock\nis not listed on any established stock exchange or national market system as of\nthe Transfer Date, or (ii) by reference to the average closing sales price (or\nclosing bid, if no sales are reported) of Sagent common stock for the five\nbusiness (5) days prior to the Transfer Date, if Sagent common stock is listed\non any established stock exchange or national market system as of the Transfer\nDate.\n\n         2.6 Multiple Buyout Dates. Notwithstanding anything to the contrary in\nthe foregoing, Sagent may elect to purchase the Securities across two (2) or\nmore buyout dates pursuant to this Section 2.6. In such event, Sagent shall\npurchase at least fifty-one percent (51 %) of the Securities, on a pro rata\nbasis from all Shareholders, as of an initial buyout date at a pro rated\nPurchase Price calculated pursuant to Section 2.2 above. Sagent shall then\npurchase the balance of the Securities at one (1) or more subsequent buyout\ndates no later than three (3) years after such initial buyout date at pro rated\nPurchase Prices calculated pursuant to Section 2.2 above as of such subsequent\nbuyout dates.\n\n3.       REPRESENTATIONS AND WARRANTIES OF COMPANY\n\n         Company represents and warrants that:\n\n         3.1 Organization. Company is, and as of the Closing Date will be, a\ncorporation duly organized, validly existing and in good standing under the laws\nof France. Company has all requisite \n\n\n\n                                  Page 3 of 9\n\n\ncorporate power and authority to own its properties and to carry on its business\nas now and anticipated to be conducted. Company is, and as of the Closing Date\nwill be, duly qualified, authorized or licensed and in good standing as a\nforeign corporation in each jurisdiction in which the failure to be so\nqualified, authorized, licensed or in good standing would have a material\nadverse effect on the ability of Company to consummate the transactions\ncontemplated hereby. Company has delivered to Sagent true, complete and correct\ncopies of its Articles of Incorporation and Bylaws as in effect as of the\nClosing Date.\n\n         3.2 No Conflict. The execution and delivery of this Agreement does not,\nand the consummation of the transactions contemplated hereby will not, (a)\nviolate or conflict with any provision of the Articles of Incorporation or\nBylaws of Company; (b) violate, or be in conflict with, or constitute a default\n(or an event which, with or without due notice or lapse of time, or both, would\nconstitute a default) under, or cause or permit the acceleration of the maturity\nof or give rise to any right of termination, cancellation, increase in\nobligations, imposition of fees or penalties under, any material debt, note,\nbond, indenture, mortgage, lien, lease, license, instrument, contract, deed of\ntrust, commitment or other agreement to which Company is a party or by which\nCompany is bound or any of its properties or assets are subject; (c) result in\nthe creation or imposition of any Encumbrance upon any material properties or\nassets of Company; or (d) violate or conflict with any law, rule, regulation or\ngovernmental order to which Company, or the business, properties or assets of\nCompany, are bound or subject.\n\n         3.3 No Undisclosed Liabilities. Except for obligations incurred in the\nordinary course of business which are not required under GAAP to be set forth or\nreflected on a balance sheet prepared in accordance with GAAP, Company does not\nhave any Liability as of the Closing Date which is not reflected in its\nfinancial statements as of the Buyout Date as provided to Sagent. The terms\n'LIABILITIES' and 'LIABILITY' shall mean (i) any and all debts, liabilities and\nobligations of any nature whatsoever, whether accrued or fixed, absolute or\ncontingent, mature or unmatured or determined or determinable, including those\narising under any contract, agreement, commitment or undertaking or under any\nlaw, rule, regulation, Action (as defined below) or Governmental Order (as\ndefined below), or (ii) any other debt, liability or obligation relating to or\narising out of any act, omission, transaction, circumstance, sale of goods or\nservices, state of facts or other condition whether or not known, due or\npayable. The term 'ACTION' shall mean any claim, action, suit, counterclaim,\nappeal, arbitration or inquiry, or any proceeding or investigation by or before\nany Governmental Authority (as defined below). The term 'GOVERNMENTAL ORDER'\nshall mean any order, writ, rule, judgment, injunction, decree, stipulation,\ndetermination or award entered by or with any Governmental Authority. The term\n'GOVERNMENTAL AUTHORITY' shall mean any federal, state, municipal or local\ngovernment, governmental authority, regulatory or administrative agency,\ngovernmental commission, department, board, bureau, agency, or instrumentality,\ncourt, tribunal, arbitrator or arbitral body.\n\n         3.4 Restrictions on Business Activities. As of the Closing Date, there\nis no agreement, commitment, obligation or Governmental Order to which Company\nis a party or by which Company is bound or any of its properties or assets are\nsubject which has or reasonably could be expected to have the effect of\nprohibiting or materially impairing, as currently conducted, any business\nactivity or practice of Company, any acquisition of property (tangible or\nintangible) by Company or the conduct, of business, as currently conducted, of\nCompany.\n\n\n\n                                  Page 4 of 9\n\n\n         3.5 Intellectual Property. Company owns all right, title and interest\nin and to, or is licensed, sublicensed, or otherwise possesses legally\nenforceable rights to use, free and clear of any Encumbrance, all patents,\ntrademarks, trade names, service marks, copyrights, maskworks, technology,\nknow-how, computer software programs or applications (in both source code and\nobject code form), and tangible or intangible proprietary information or\nmaterial that are used in or necessary for the conduct of the business of the\nCompany as currently conducted.\n\n         3.6 Litigation. As of the Closing Date, there is no Action of any\nnature pending or to Company's knowledge threatened against Company, its\nmaterial properties or any of its officers or directors, in their capacities as\nagents of the Company. There is no investigation pending or, to Company's\nknowledge threatened against Company, its material properties or any of its\nofficers or directors, in their capacities as agents of the Company, by or\nbefore any Governmental Authority. As of the Closing Date, no Governmental\nAuthority has at any time challenged or questioned in writing the legal right of\nthe Company to conduct its business or operations as presently or previously\nconducted or proposed to be conducted. Company does not know or has any reason\nto know of any valid basis for any such type of Action or investigation.\n\n         3.7 Necessary Assets and Properties. As of the Closing Date, the assets\nand properties owned or leased by Company constitute all of the assets and\nproperties used in the operation of its business and such assets and properties\nconstitute all of the assets and properties necessary to continue the operation\nof such business after the Closing Date. No part of the business of the Company\nis operated or conducted by or through any entity other than the Company.\n\n         3.8 Legal Compliance. As of the Closing Date, Company has complied with\nall applicable laws, regulations and Governmental Orders now or hereafter\napplicable to Company's business, assets or properties.\n\n         3.9 All Outstanding Shares. All outstanding shareholders of Company\nhave signed and are parties to this Agreement.\n\n4.       REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS\n\n         Each Shareholder represents and warrants that:\n\n         4.1 No Encumbrances. All Securities held by such Shareholder shall be\nfree and clear of any and all Encumbrances as of the Closing Date. As used\nherein, 'ENCUMBRANCES' means any security interest, pledge, mortgage, lien,\ncharge, adverse claim or restriction of any kind, whether created by law or in\nequity, including any restriction on the use, voting, transfer, receipt of\nincome or other exercise of any attributes of ownership.\n\n         4.2 Authority. Such Shareholder has all requisite corporate power and\nauthority to enter into this Agreement and to consummate the transactions\ncontemplated hereby. The execution and delivery of this Agreement by such\nShareholder and the consummation by such Shareholder of the transactions\ncontemplated hereby have been duly authorized by all necessary corporate action\non the \n\n\n\n                                  Page 5 of 9\n\n\npart of such Shareholder, and no further corporate action is required on\nthe part of such Stockholder to authorize this Agreement and the transactions\ncontemplated hereby. This Agreement has been duly executed and delivered by such\nShareholder. This Agreement constitutes a valid and binding obligation of such\nShareholder, enforceable in accordance with its terms, except as such\nenforceability may be limited by principles of public policy and subject to the\nlaws of general application relating to bankruptcy, insolvency and the relief of\ndebtors and to rules of law governing specific performance, injunctive relief or\nother equitable remedies.\n\n         4.3 No Conflict. The execution and delivery of this Agreement does not,\nand the consummation of the transactions contemplated hereby will not, (a)\nviolate or conflict with any provision of any other agreement to which such\nShareholder is a party or (b) violate or conflict with any law, rule, regulation\nor governmental order to which such Shareholder, or the business, properties or\nassets of Company, are bound or subject.\n\n         4.4 All Outstanding Shares. Such Shareholder has not transferred any\nSecurities except in conformance with the requirements of this Agreement.\n\n         4.5 Guarantee of Company Warranties. Each Shareholder personally\nguarantees that each representation and warranty of Company in Article 3 above\nshall be true and correct as of the Closing Date.\n\n5.       RESTRICTIONS ON TRANSFERABILITY OF SECURITIES\n\n         5.1 Restrictions on Transferability. The Securities shall not be sold,\nassigned, transferred or pledged except in conformity with the requirements of\nthis Article 5.\n\n         5.2 Restrictive Legend. Each certificate representing the Securities or\nany other securities issued in respect of the Securities upon any stock split,\nstock dividend, recapitalization, merger, consolidation or similar event shall\nbe stamped or otherwise imprinted with legends, in both English and French, in\nthe following form:\n\n         'THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RIGHTS OF\nPURCHASE, RESTRICTIONS ON TRANSFERABILITY AND OTHER OBLIGATIONS AS SET FORTH IN\nA BUYOUT AGREEMENT AVAILABLE BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF\nTHIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION.'\n\n         5.3 Notice of Proposed Transfers. Each shareholder shall give written\nnotice to Sagent of such Shareholder's intention to effect any transfer, sale,\nassignment or pledge of Securities. Each such notice shall describe the manner\nand circumstances of the proposed transfer, sale, assignment or pledge in\nsufficient detail.\n\n         5.4 Execution by Transferees. Each Shareholder agrees to cause any\nproposed purchaser, assignee, transferee or pledgee of the Securities to agree\nto take and hold such Securities subject to the provisions and upon the\nconditions specified in this Agreement.\n\n\n\n                                  Page 6 of 9\n\n\n         5.5 No Transfer After Buyout Notice. Each Shareholder agrees to not\nsell, assign, transfer or pledge any Security for one hundred twenty (120) days\nafter receipt of a Buyout Notice from Sagent.\n\n6.       TERM AND TERMINATION\n\n         This Agreement shall commence on the Effective Date and shall continue\nin full force and effect until January 1, 2005. This Agreement may be earlier\nterminated upon the written consent of all parties.\n\n7.       MISCELLANEOUS\n\n         7.1 Governing Law. This Agreement shall be governed by and construed\nunder the law of the France. The parties consent to the personal jurisdiction\nof, and venue in, the courts of France.\n\n         7.2 Assignment. Company and Shareholders may not transfer or assign any\nof its rights or obligations under this Agreement without the prior written\nconsent of Sagent. Sagent may freely transfer or assign its rights or\nobligations under this Agreement without the prior written consent of Company or\nany Shareholder. Subject to the foregoing, this Agreement will be binding upon\nand inure to the benefit of the parties hereto, their successors and assigns.\n\n         7.3 No Implied Waivers. The failure of either party at any time to\nrequire performance by the other of any provision hereof shall not affect the\nright of such party to require performance at any time thereafter, nor shall the\nwaiver of either party of a breach of any provision hereof be taken or held to\nbe a waiver of a provision itself\n\n         7.4 Severability. If any provision of this Agreement is held to be\ninvalid by a court of competent jurisdiction, then the remaining provisions will\nnevertheless remain in full force and effect. The parties agree to renegotiate\nin good faith those provisions so held to be invalid to be valid, enforceable\nprovisions which provisions shall reflect as closely as possible the original\nintent of the parties, and further agree to be bound by the mutually agreed\nsubstitute provision.\n\n         7.5 Headings. Headings of paragraphs herein are inserted for\nconvenience of reference only and shall not affect the construction or\ninterpretation of this Agreement.\n\n         7.6 Notice. Any notice required or permitted to be given under this\nAgreement shall be delivered (a) by hand, (b) by registered or certified mail,\npostage prepaid, return receipt requested, to the address of the applicable\nparty as set forth above or in Schedule 1, or to such other address as a party\nmay designate by written notice in accordance with this Section 7.6, (c) by\novernight courier, or (d) by fax with confirming letter mailed under the\nconditions described in (b) above. Notice so given shall be deemed effective\nwhen received, or if not received by reason of fault of addressee, when\ndelivered.\n\n\n\n                                  Page 7 of 9\n\n\n         7.7 Language. This Agreement is in the English language only, which\nlanguage shall be controlling in all respects, and all versions of this\nAgreement in any other language shall not be binding on the parties hereto. All\ncommunications and notices to be made or given pursuant to this Agreement shall\nbe in the English language. Les parties aux presentes confirment leur volonte\nque cette convention de meme que tous les documents y compris tout avis qui s'y\nrattache, soient rediges en langue anglaise.\n\n         7.8 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one instrument.\n\n         7.9 Entire Agreement. This Agreement contains the entire understanding\nof the parties with respect to the subject matter hereof and supersedes all\nprior agreements relating thereto, written or oral, between the parties.\nAmendments to this Agreement must be in writing, signed by the duly authorized\nofficers of the parties. The terms of any purchase order are expressly excluded.\n\n         In Witness Whereof, the undersigned, being duly authorized agents of\nthe parties, have executed this Agreement as of the Effective Date.\n\nAccepted by:\n\nSAGENT TECHNOLOGY, INC.                     SAGENT FRANCE S.A.\n\n\n\/s\/ THOMAS M. LOUNIBOS                      \/s\/ POIRRIER MICHEL\n(Signature of Authorized Agent)             (Signature of Authorized Agent)\n\n\nThomas M. Lounibos                          POIRRIER Michel\n(Printed Name)                              (Printed Name)\n\n\nVP of Sales                                 President Director Leueial\n(Title)                                     (Title)\n\n\nSHAREHOLDERS:\n\n\n(Name of Shareholder)                       (Name of Shareholder)\n\n\n(Signature of Authorized Agent)             (Signature of Authorized Agent)\n\n\n(Printed Name)                              (Printed Name)\n\n\n(Title)                                     (Title)\n\n\n\n                                  Page 8 of 9\n\n\n                                   SCHEDULE 1\n                                  SHAREHOLDERS\n\nPOIRRIER, Michel                             \/s\/ POIRRIER, MICHEL\n30 Rue Maurice Ravel\n78630 VILLENNES SUR\n\nQUERE, Emmanuel                              \/s\/ QUERE, EMMANUEL\n41 Rue Pierre Nicole\n75005 PARIS\n\nCAYEUX, Marie Odile                          \/s\/ CAYEUX, MARIE ODILE\n30 rue Maurice Ravel\n78630 VILLENNES SUR SEINE\n\nCARTIER, Eric                                \/s\/ CARTIER, ERIC\nDomaine du Petit Beauregard\n78170 LA CELLE SAINT CLOUD\n\nVIGIER, Francois                             \/s\/ VIGIER, FRANCOIS\n16 Allee des Archieres\n78340 LES CLAYES-SOUS-BOIS\n\nGUEHENNEC, Philippe                          \/s\/ GUEHENNEC, PHILIPPE\n24 Hameau Belle Saison\n95150 TAVERNY\n\nDESNOYELLES, Fabrice                         \/s\/ DESNOYELLES, FABRICE\n73 bis, rue de Pologne\n78100 SAINTGERMAIN EN LAYE\n\n\n\n                                  Page 9 of 9\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":[9613,9619],"class_list":["post-42292","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__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42292","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=42292"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42292"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42292"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42292"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}