{"id":42293,"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-distribution-agreement-sagent-technology-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"exclusive-distribution-agreement-sagent-technology-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/exclusive-distribution-agreement-sagent-technology-inc-and.html","title":{"rendered":"Exclusive Distribution Agreement &#8211; Sagent Technology Inc. and Sagent UK Ltd."},"content":{"rendered":"<pre>                        EXCLUSIVE DISTRIBUTION AGREEMENT\n\n         This Exclusive Distribution Agreement ('Agreement'), effective as of\nthe 1st day of January, 1998 (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 U.K. Ltd.,\nhaving offices at      Premier House, Forest Court, Oaklands Park, Workingham \nRG41 2FD, England ('Distributor').\n\n                                   BACKGROUND\n\n         Sagent is in the business of developing and licensing computer\nsoftware. Distributor desires to market and distribute such computer software in\nEngland, and Sagent agrees to authorize Distributor to so market and distribute\nsuch computer software, pursuant to the terms and conditions set forth below.\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\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 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\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 Distributor. Conditioned upon Distributor's\ncontinued satisfaction of the terms and conditions of this Agreement, Sagent\nhereby appoints Distributor, and Distributor hereby accepts appointment, as\nSagent's exclusive Distributor for the licensing and distribution of Products to\ncustomers in the Territory only for use in the Territory only. Distributor shall\nnot reproduce or sell the Products, and Distributor shall not license or\ndistribute the Products except as expressly set forth in this Agreement.\nDistributor agrees that it shall not offer for sale, sell, license or otherwise\ndistribute Products acquired by it from any entity other than directly from\nSagent without the prior written approval of Sagent.\n\n         2.2 Distribution outside the Territory. Distributor 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. Distributor may appoint\nsubdistributors to act on the Distributor's behalf only on prior written\napproval of Sagent; provided, however, that any compensation to such\nsubdistributors shall be solely the Distributor's responsibility. Any agreement\nwith such agent or subdistributor with respect to Products shall be coterminous\nwith this Agreement.\n\n         2.4 Independent Contractor Status. The relationship of Sagent and\nDistributor established by this Agreement is that of independent contractors,\nand neither party is an employee, agent, partner or joint venturer of the other.\nDistributor shall not be considered an agent or legal representative of Sagent\nfor any purpose, and neither Distributor nor any director, officer, agent, or\nemployee of Distributor shall be, or be considered, an agent or employee of\nSagent. Distributor is not granted and shall not exercise the right or authority\nto assume or create any obligation or responsibility on behalf of or in the name\nof Sagent. All sales and other agreements between Distributor and its customers\nare Distributor's sole responsibility and will have no effect on Sagent's\nobligations under this Agreement.\n\n         2.5 Operations and Expenses. The detailed operations of Distributor\nunder this Agreement are subject to the sole control and management of\nDistributor. Distributor shall be responsible for all of its own expenses and\nemployees. Distributor shall provide, at its own expense, such office space and\nfacilities, and hire and train such personnel, as may be required to carry out\nits obligations under this Agreement. Distributor agrees that it shall incur no\nexpense chargeable to Sagent, except as may be specifically authorized in\nadvance 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 \n\n\n\n                                       2\n\n\ninterest is granted by Sagent to Distributor. No right, title or interest is\ngranted by Sagent to Distributor relating to products other than the Products.\nNotwithstanding Section 2.1 above, Sagent reserves the right to sell and\ndistribute the Products directly to the customers that are set forth in Exhibit\nC attached hereto ('House Accounts').\n\n         2.7 No Conflicts. Distributor represents and warrants that, as of the\nEffective Date, it is not involved, directly or indirectly, in any activities\ninvolving products which compete or have the potential to compete with the\nProducts, including but not limited to the distribution of competing product\nlines ('Competing Activities'). Distributor agrees that it shall not enter into\nany Competing Activities in the Territory during the term of this Agreement and\nfor a period of five (5) years afterward. If Distributor becomes involved in any\nCompeting Activities, Distributor shall promptly inform Sagent of such\ninvolvement, and Sagent shall have, in addition to all other remedies to which\nit may be entitled, the right to terminate this Agreement without liability at\nany 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 Distributor 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.\nDistributor shall not use the Sagent Marks except as expressly permitted herein.\n\n         3.2 Restrictions. All representations of the Sagent Marks that\nDistributor 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. Distributor shall fully comply with all guidelines, if any, communicated\nby Sagent concerning the use of the Sagent Marks. Distributor shall not alter or\nremove any trademarks, servicemarks, tradenames or other marks affixed to the\nProducts by Sagent, nor affix the Sagent Marks to any Product. Except as set\nforth in this Article 3, nothing contained in this Agreement shall grant or\nshall be deemed to grant to Distributor any right, title or interest in or to\nthe Sagent Marks. All uses of the Sagent Marks shall inure solely to the benefit\nof Sagent, and Distributor shall obtain no rights with respect to any of the\nSagent Marks, other than the right to distribute Products as set forth herein,\nand Distributor hereby irrevocably assigns to Sagent all right, title and\ninterest held by Distributor, if any, in or to any of the Sagent Marks. At no\ntime during or after the term of this Agreement shall Distributor challenge or\nassist others in challenging the Sagent Marks (except to the extent expressly\nentitled by applicable law) or the registration thereof or attempt to register\nany trademarks, servicemarks, marks or trade names confusingly similar to the\nSagent Marks. Upon any termination or expiration of this Agreement, or the\nelection of Sagent pursuant to Section 4.2 below, Distributor shall immediately\ncease to use any and all of the Sagent Marks, and any listing by Distributor of\nany Sagent Mark in any telephone book, directory, public record or elsewhere\nshall be removed by Distributor as soon as possible, but in any event not later\nthan the subsequent issue of such publication.\n\n         3.3 Infringement. Distributor shall promptly notify Sagent of any\nactual or suspected infringements, imitations, or unauthorized use of the Sagent\nMarks by third parties of which \n\n\n\n                                       3\n\n\nDistributor becomes aware. Sagent shall have the sole right, at its expense, to\nbring any action on account of any such infringements, imitations or\nunauthorized use, and Distributor shall cooperate with Sagent, as Sagent may\nreasonably request, in connection with any such action brought by Sagent. Sagent\nshall retain any and all damages, settlement and\/or compensation paid in\nconnection with any such action brought by Sagent.\n\n         3.4 Registered User Agreements. Sagent and Distributor shall enter into\nregistered user agreements with respect to the Sagent Marks pursuant to\napplicable trademark law requirements in the Territory, if any. Distributor or\nSagent, at Sagent's sole discretion, shall be responsible for proper filing of\nregistered user agreements and all such other required registrations relating to\nthe 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 DISTRIBUTOR\n\n         4.1 Diligence. Distributor shall use its best efforts to promote the\nmarketing and distribution of the Products.\n\n         4.2 Minimum Revenue Requirements. In the event Distributor fails to\nmeet the minimum revenue requirements set forth in Exhibit E attached hereto,\nthen, notwithstanding anything in this Agreement to the contrary, and at\nSagent's election and not obligation, (i) Sagent shall be free to appoint other\ndistributors for its Products in the Territory, (ii) Distributor shall not have\nany exclusive sale, marketing or distribution rights to the Products, (iii) the\nlicense grant of Article 3 to the Sagent Marks shall terminate, and (iv)\nnotwithstanding anything to the contrary in Section 5.1 below, the Prices paid\nby Distributor for the Products shall be equal to [*] percent ([*]) of the\napplicable List Prices.\n\n         4.3 Minimum Revenue Guarantee. Distributor hereby guarantees that the\naggregate amount of payments received by Sagent from Distributor under this\nAgreement during each of Year 1, Year 2 and Year 3 shall equal or exceed the\namounts 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, Distributor shall pay Sagent the\ndifference between the applicable Guaranteed Minimum and the actual aggregate\namount of payments received by Sagent from Distributor 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,\nDistributor 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. Distributor 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.\n\n\n\n                                       4\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n         4.6 Reports.\n\n                  4.6.1 Annual Financial Reports. Distributor shall provide to\nSagent annual audited financial reports, which reports shall (i) be provided to\nSagent no later than two (2) months after the close of Distributor's applicable\nfiscal year, and (ii) be treated as Confidential Information pursuant to the\nterms of Article 11 below.\n\n                  4.6.2 General Market Information. Distributor shall provide to\nSagent 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, Distributor 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 Relations with Customers. Distributor shall process and ship each\ncustomer order in a timely fashion. Distributor shall provide to customers any\nand all instructions, precautions, and other warnings provided by Sagent to\nDistributor; and Sagent shall provide to Distributor any such instructions,\nprecautions, and other warnings as Sagent in its sole discretion deems necessary\nor desirable.\n\n         4.8 Product Representations. Distributor 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         4.9 Indemnification. Distributor agrees to indemnify and hold Sagent,\nits officers, directors, employees, successors, and assigns harmless from and\nagainst any and all losses, damages or expenses of whatever form or nature,\nincluding attorneys' fees and other costs of legal defense, whether direct or\nindirect, that they, or any of them, may sustain or incur as a result of any\nacts or omissions of Distributor or any of its directors, officers, employees,\nor agents, including but not limited to (i) breach of any of the provisions of\nthis Agreement, (ii) negligence or other tortious conduct, (iii) representations\nor statements not specifically authorized by Sagent herein or otherwise in\nwriting, or (iv) violation by Distributor (or any of its directors, officers,\nemployees, or agents) of any applicable law, regulation, or order in or of the\nTerritory or the United States.\n\n\n\n                                       5\n\n\n5. PRODUCTS\n\n         5.1 Product Prices. The prices to be paid by Distributor to Sagent for\nProducts hereunder shall be List Prices for the Products less the discount(s)\nset forth in Exhibit D attached hereto ('Prices'). 'List Prices' as used herein\nshall mean the prices set forth in Sagent's then-current customer price\nschedules or bulletins. Prices shall be F.O.B. Sagent's facilities in Palo Alto,\nCalifornia, United States. All prices are expressed and shall be payable in U.S.\ndollars. The difference between List Prices and Prices shall be Distributor's\nsole remuneration from Sagent for the distribution and sale of Products\nhereunder.\n\n         5.2 Price Changes. List Prices are subject to change by Sagent in its\nsole discretion upon advance written notice of at least sixty (60) days. List\nPrice changes shall be effective immediately after such sixty (60) days notice\nperiod and applicable to all purchase orders whether or not accepted prior to\nthe effective 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 Distributor with respect to\nany 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 Distributor, to change its sales and distribution\npolicies, 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 Distributor prompt notice thereof. Within sixty (60) days\nfollowing the date of such discontinuation notice, Distributor may elect to\nreturn for credit against future purchases hereunder any of the discontinued\nProducts (including samples) purchased by Distributor during the three (3)\nmonths prior to the date of such notice which have not been used or sold and\nwhich are in Distributor's inventory as of the date of that notice from Sagent.\n\n6. PURCHASER ORDERS\n\n         6.1 Purchase Orders. All orders for Products submitted by Distributor\nshall be initiated by written purchase order in form acceptable to Sagent (each\na 'Purchase Order'); provided, however, that an order may initially be placed\norally or by fax if a confirmational Purchase Order is received by Sagent within\nfive (5) days of said oral or fax order. All Purchase Orders for Products are\nsubject to acceptance by Sagent in writing, and Sagent shall have no liability\nto Distributor with respect to Purchase Orders that are not accepted. No partial\nacceptance of a Purchase Order shall constitute the acceptance of the entire\nPurchase Order, absent the written acceptance of such entire 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 \n\n\n\n                                       6\n\n\nand conditions of this Agreement.\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 U.S. Dollars. Distributor shall either (i) pay for Products\nwithin thirty (30) days of receipt of such Products by wire transfer or check to\nSagent's designated account; or (ii), at Distributor's option, guarantee payment\nfor all Products by an irrevocable letter of credit. The letter of credit shall\nbe upon terms acceptable to Sagent, shall provide for payment upon delivery of\nSagent's invoice and the bill of lading that relate to the shipment, shall allow\nfor partial shipments, and shall provide for payment for all applicable taxes,\nshipping charges, and other charges to be borne by Distributor as provided\nhereunder. All exchange, interest, banking, collection and other charges shall\nbe at Distributor'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 Distributor 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. Distributor shall be\nresponsible for and shall pay all such taxes and charges levied against Sagent\nin a timely manner. When Sagent has the legal obligation to pay or collect such\ntaxes, excluding taxes on the income of Sagent, the appropriate amount shall be\ninvoiced to Distributor and paid by Distributor within thirty (30) days of the\ndate of invoice unless Distributor provides Sagent with a valid tax exemption\ncertificate authorized by the appropriate taxing authority.\n\n                  7.3.2 Withholding Taxes. All payments by Distributor shall be\nmade 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 Distributor. Distributor shall provide Sagent with official\nreceipts issued by the appropriate taxing authority or such other evidence as is\nreasonably requested by Sagent to establish that such taxes have been paid.\n\n\n\n                                       7\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\nDistributor's Purchase Order, and delivered to the carrier agent F.O.B.\nSargent's facility in Palo Alto, California, United States, at which time risk\nof loss shall pass to Distributor. Unless otherwise specified in writing by\nDistributor in Distributor's purchase order, Sagent shall select the carrier.\nAll freight, insurance, and other shipping expenses, as well as expenses for any\nspecial packing requested by Distributor and provided by Sagent, shall be paid\nby Distributor. All shipment and freight charges shall be deemed correct unless\nSagent receives from Distributor, no later than fifteen (15) days after the date\nof shipment, a written notice specifying the shipment, the purchase order\nnumber, and the exact nature of the discrepancy between the order and the\nshipment in number or type of Products shipped, or freight or other charges, as\nthe case may be. Sagent may cease any and all shipments of Products until\nDistributor is in full performance of its obligations under Article 7.\n\n         8.2 Title. Sagent shall retain all right, title and interest in and to\nProducts delivered to Distributor until Sagent has received all applicable\npayments therefor.\n\n         8.3 Inspection; Rejection. Distributor shall inspect all Products\npromptly upon receipt thereof and may reject any defective Product, provided\nthat Distributor shall (i) within the earlier of thirty (30) days after receipt\nof such alleged defective Product or ten (10) days after discovery of such\nalleged defect, notify Sagent of its rejection and request a Return Material\nAuthorization ('RMA') number and (ii) within ten (10) days of receipt of the RMA\nnumber from Sagent return such rejected Product to Sagent, freight prepaid and\nproperly insured. Products not rejected within the foregoing time periods shall\nbe deemed accepted by Distributor. In the event that Sagent determines that the\nreturned Product is defective and properly rejected by Distributor, Sagent shall\nat its option, repair or replace such defective Product, or accept return for\ncredit of such defective Product. Sargent shall return to Distributor, freight\nprepaid, all repaired or replaced Products properly rejected by Distributor. In\nthe event that any rejected product is determined by Sagent to not be defective\nor to have been modified or subjected to unusual electrical or physical stress,\nmisuse, abuse or unauthorized repair, Distributor shall reimburse Sagent for all\ncosts and expenses related to the inspection, repair, if any, and return of such\nProduct to Distributor.\n\n         8.4 Returned Product. Distributor shall only return Products to Sagent\nwith Sagent's prior written approval. Any Product returned to Sagent by\nDistributor 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 Distributor, and shall be packed in its original packing\nmaterial. Sagent may refuse to accept any Product not packed and shipped as\nherein provided.\n\n9. TECHNICAL SUPPORT\n\n         9.1 Support by Distributor. Distributor shall be solely responsible for\nsupporting all Products distributed hereunder. Distributor shall provide\nreasonable technical support to customers, \n\n\n\n                                       8\n\n\nincluding without limitation (i) maintaining trained and competent technical and\nengineering support personnel for the Products who are sufficiently\nknowledgeable with respect to the Products to answer customer questions\nregarding the use and operation of Products, (ii) designating a technical\nliaison to coordinate Distributor's technical support provided to Customers,\n(iii) responding promptly to requests for technical support from customers, and\n(iv) providing technical support services to address and resolve customers'\nsupport requests with respect to the Products. Distributor shall ensure that\nDistributor's technical and engineering support personnel attend any training\nrequired by Sagent with respect to the Products.\n\n                  9.1.1 Frontline Support. Distributor shall ensure that all\ncustomer questions regarding the use or operation of Products are initially\naddressed to and answered by Distributor. Unless otherwise agreed in writing by\nSagent, Distributor 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. Distributor will provide\nprompt 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, Distributor also shall be responsible for\n(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 Distributor such back-up telephone or electronic-mail technical support as\nSagent makes generally available to its distributors other than Distributor.\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 OR\nOTHERWISE, 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                                       9\n\n\n11. CONFIDENTIALITY AND PROPRIETARY RIGHTS\n\n         11.1 Confidentiality. Distributor 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'). Distributor agrees that it will not use in any way\nfor its own account or the account of any third party, nor disclose to any third\nparty, any Confidential Information revealed to it by Sagent. Distributor shall\ntake every reasonable precaution to protect the confidentiality of Confidential\nInformation. Upon request by Distributor, Sagent shall advise whether or not it\nconsiders any particular information or materials to be confidential.\nDistributor shall not publish any technical description of the Products beyond\nthe description published by Sagent. In the event of termination of this\nAgreement, there shall be no use or disclosure by Distributor of any\nConfidential Information of Sagent, and Distributor shall not reproduce,\nmanufacture, have reproduced or have manufactured any computer software\nprograms, devices, components or assemblies utilizing any of Sagent's\nconfidential information.\n\n         11.2 Proprietary Rights. Distributor agrees that Sagent retains all of\nits 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 Distributor 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.\nDistributor 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. Distributor agrees that Sagent has the right to\ndefend, 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 Distributor 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\nDistributor on such issue in any such Action defended by Sagent. Distributor\nagrees that Sagent will be relieved of the foregoing obligations unless\nDistributor notifies Sagent in writing of such Action within five (5) days after\nbecoming aware of such action, gives Sagent authority to proceed as contemplated\nherein, and gives Sagent proper and full information and assistance to settle\nand\/or defend any such Action. If it is adjudicatively determined, or if Sagent\nbelieves, that the Products, or any part thereof, infringe any copyright or\ntrademark, or if the sale or use of the Products, or any part thereof, is, as a\nresult, enjoined, then Sagent may, at its election, option, and expense: (i)\nprocure for Distributor the right under such copyright or trademark to sell or\nuse, as appropriate, the Products or such part thereof; (ii) replace the\nProducts, or part thereof, with other noninfringing suitable products or parts;\n(iii) suitably modify the Products or part\n\n\n\n                                       10\n\nthereof; or (iv) remove the Products, or part thereof, terminate distribution or\nsale thereof and refund the payments paid by Distributor for such Products less\na reasonable amount for use and damage. Sagent shall not be liable for any costs\nor expenses incurred without its prior written authorization, or for any\ninstallation 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 DISTRIBUTOR TO SAGENT\nFOR THE ALLEGEDLY INFRINGING PRODUCTS THAT ARE THE SUBJECT OF THE INFRINGEMENT\nCLAIM. THE FOREGOING PROVISIONS OF THIS ARTICLE 12 STATE THE ENTIRE LIABILITY\nAND OBLIGATION OF SAGENT AND THE EXCLUSIVE REMEDY OF DISTRIBUTOR WITH RESPECT TO\nANY ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR\nANY 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 DISTRIBUTOR TO SAGENT HEREUNDER,\nINCLUDING BUT NOT LIMITED TO LIABILITY UNDER ARTICLE 12 ABOVE. IN NO EVENT SHALL\nEITHER PARTY BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE\nGOODS, OR ANY OTHER SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,\nHOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT\n(INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE. THE FOREGOING\nLIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE\nOF ANY LIMITED REMEDY STATED HEREIN.\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 (each a 'RENEWAL TERM').\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\n\n\n\n                                       11\n\n\nany material term or condition of this Agreement and fails to cure that breach\nwithin thirty (30) days after receiving written notice stating the nature of the\nbreach and the non-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 Distributor that\nprevents Distributor from fulfilling its obligations hereunder; 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 Distributor should\nviolate 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 Distributor\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,\nDistributor 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 Distributor, unless otherwise\nagreed by Sagent in its sole discretion, shall require prepayment by wire\ntransfer by Distributor to Sagent. The acceptance of any Purchase Order for the\nsale of any Product to Distributor after the termination or expiration of this\nAgreement shall not be construed as a renewal or extension of this Agreement nor\nas 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. Distributor shall cease\nall sales and other activities on behalf of Sagent and shall return to Sagent\nand immediately cease all use of Confidential Information previously furnished\nby Sagent and then in Distributor's possession. Distributor shall additionally\nturn over to Sagent Distributor's current customer mailing list and take such\naction as is necessary to terminate Distributor's registration as Sagent's sales\nrepresentative \n\n\n\n                                       12\n\n\nwith any governmental authority.\n\n                  14.4.2 Acceleration of Amounts Owed. All indebtedness of\nDistributor to Sagent shall become immediately due and payable without further\nnotice or demand, which is hereby expressly waived, and Sagent shall be entitled\nto reimbursement for any reasonable attorneys' fees that it may incur in\ncollecting or enforcing payment of such obligations;\n\n                  14.4.3 Cessation of Use of Sagent Marks. Distributor 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. Distributor shall further certify in writing to Sagent that Distributor\nhas completely terminated its use of any and all such Sagent Marks, trademarks,\ndesigns, or markings, or any other word, title, or expression similar thereto\nthat appeared in or on any devices or other materials used in conjunction with\nDistributor's business.\n\n                  14.4.4 No Obligation to Repurchase. Sagent shall have no\nobligation to repurchase or to credit Distributor for its inventory of Products\nat the time of termination of this Agreement. Sagent may, at its sole option,\nrepurchase from Distributor, at Sagent's then current list prices less any\napplicable then current discounts or at the net prices paid by Distributor,\nwhichever are lower, any or all inventory of Products originally purchased by\nDistributor from Sagent and remaining unsold by Distributor.\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 Distributor. Termination shall not,\nhowever, relieve either party of obligations incurred prior to the termination.\n\n         14.6 Survival. Except for termination by Sagent pursuant to Section\n14.2.1 above, Distributor may sell Products existing in its inventory as of the\neffective date of termination of this Agreement for a period of ninety (90) days\nafter the effective date of such termination ('Wind-Down Period'). During the\nWind-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                                       13\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. Distributor represents and warrants that it will not export or\nreexport the Products or technical data related thereto except in conformity\nwith such laws and regulations.\n\n                  15.1.1 Required Authorization. Distributor agrees that, unless\nprior 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 Distributor, as applicable, without such written\nauthorization, Distributor shall not export, reexport, or transship, directly or\nindirectly, the Products or technical data, to country groups S or Z (as defined\nin the Export Administration Regulations), which currently consist Cuba and\nNorth Korea, or to Iran, Iraq or Yugoslavia (Serbia and Montenegro), or to any\nother country as to which the U.S. Government has placed an embargo against the\nshipment of products, which embargo is in effect during the term of this\nAgreement.\n\n                  15.1.2 Prohibited Customers. Distributor further agrees not to\nresell 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 Approvals.\nDistributor 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 Distributor 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 Distributor by reason of its execution of this\nAgreement, including but not limited to any requirement to be registered as\nSagent's independent distributor with any governmental authority, and including\nbut not limited to any and all laws, regulations, or orders that govern or\naffect the ordering, export, shipment, import, sale (including government\nprocurement), delivery, or redelivery of the Products in the Territory.\nDistributor shall furnish Sagent with such documentation as Sagent may request\nto confirm Distributor's compliance with this Section 15.2 and agrees that it\nshall not engage in any course of conduct that, in Sagent's reasonable belief,\nwould cause Sagent to be in violation of the laws of any jurisdiction.\n\n         15.3 Local Law. Distributor 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 \n\n\n\n                                       14\n\n\nconstitute a breach of this Agreement for which Sagent may terminate this\nAgreement effective immediately upon notice to Distributor pursuant to Section\n14.2 above.\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. Distributor certifies that neither it, nor\nany of its directors, officers, employees, or agents is an official, agent, or\nemployee of any government or governmental agency or political party or a\ncandidate for any political office on the date of this Agreement. Distributor\nshall promptly notify Sagent of the any event that would or may result in an\nexception to the foregoing representation. Distributor 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. Distributor 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 Distributor pursuant to Section 14.2 above.\n\n16. MISCELLANEOUS PROVISIONS\n\n         16.1 Governing Law. This Agreement shall be governed by and construed\nunder the law of England.\n\n         16.2 Jurisdiction; Venue. The parties consent to the personal\njurisdiction of, and venue in, the courts of England.\n\n         16.3 Assignment. Distributor 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 Distributor. Subject to the\nforegoing, this Agreement will be binding upon and inure to the benefit of the\nparties 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                                       15\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 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         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\n\n                                       16\n\n\n         16.10 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         16.11 Injunctive Relief. DISTRIBUTOR 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         16.12 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 Agreement\neffective as of the Effective Date.\n\nSAGENT:                                     DISTRIBUTOR:\nSAGENT TECHNOLOGY, INC.                     SAGENT U.K. LTD.\n\n\n\nBy: \/s\/ THOMAS M. LOUNIBOS                  BY: \/s\/ VINCENT DE GENNARO\n   -------------------------------             ---------------------------------\n\nName: Thomas M. Lounibos                    Name: Vincent De Gennaro\n     -----------------------------               -------------------------------\n     (Typed or Printed)                          (Typed or Printed)\n\n\n\nTitle:   Vice President of Sales            Title: Director\n      ----------------------------                ------------------------------\n\n\n\n                                       17\n\n\n                                    EXHIBIT A\n                                 PRODUCT LISTING\n\n\nAll of Sagent's general product line.\n\n\n\n\n\n                                    EXHIBIT B\n                 SAGENT TRADEMARKS, TRADENAMES AND SERVICEMARKS\n\n\n\nSagent\nSagent U.K.\n\n\n\n\n\n                                    EXHIBIT C\n                                 HOUSE ACCOUNTS\n\n\nAny and all present and future OEM customers worldwide.\n\nSagent shall provide Distributor with written notification of all such OEM\ncustomers. When appropriate, and only under confidentiality agreements\nsatisfactory to Sagent, Sagent shall provide advance notification to Distributor\nof any pending OEM relationships.\n\n\n\n\n\n                                    EXHIBIT D\n                            DISCOUNTS TO LIST PRICES\n\n\n\n         D.1 For so long as Distributor meets the minimum revenue requirements\nset forth in Section 4.2, the discount for each and every Product shall be [*]%\nof the List Price of such Product.\n\n         D.2 If Distributor fails to meet the minimum revenue requirements set\nforth in Section 4.2, then there shall be no discount.\n\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n                                    EXHIBIT E\n                          MINIMUM REVENUE REQUIREMENTS\n\n\n\n      E.1 Year 1. The aggregate amount of payments received by Sagent from\nDistributor under this Agreement during Year I must equal or exceed [*] dollars\n([*]).\n\n      E.2 Year 2. The aggregate amount of payments received by Sagent from\nDistributor under this Agreement during Year 2 must equal or exceed [*] dollars\n([*]).\n\n      E.3 Year 3. The aggregate amount of payments received by Sagent from \nDistributor under this Agreement during Year 3 or any Renewal Term must equal or\nexceed [*] dollars ([*]).\n\n      E.4 Renewal Terms. The aggregate amount of payments received by Sagent \nfrom Distributor under this Agreement during each Renewal Term must equal or\nexceed [*] dollars ([*]).\n\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to\n  the omitted portions.\n\n\n                                    EXHIBIT F\n                                BUYOUT AGREEMENT\n\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-42293","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\/42293","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=42293"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42293"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42293"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42293"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}