{"id":42487,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-and-distribution-agreement-microsoft-corp-and-sagent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-and-distribution-agreement-microsoft-corp-and-sagent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-and-distribution-agreement-microsoft-corp-and-sagent.html","title":{"rendered":"License and Distribution Agreement &#8211; Microsoft Corp. and Sagent Technology Inc."},"content":{"rendered":"<pre>                  MICROSOFT LICENSE AND DISTRIBUTION AGREEMENT\n\n         THIS LICENSE AND DISTRIBUTION AGREEMENT (the 'Agreement') is entered\ninto this 23rd day of August 1996 (the 'Effective Date'), by and between\nMICROSOFT CORPORATION ('Microsoft'), a Washington corporation having its\nprincipal place of business at One Microsoft Way, Redmond, Washington\n98052-6399, and SAGENT TECHNOLOGY, INC., a California corporation having its\nprincipal place of business at 750 Menlo Avenue, Suite 300, Menlo Park,\nCalifornia 94025 ('Company').\n\n         The parties agree as follows:\n\n1. DEFINITIONS. For the purposes of this Agreement, the following terms shall\nhave the following meanings:\n\n         1.1 'DOCUMENTATION' shall mean the End User Documentation, VBA 5.0 Host\nIntegration Guide, and VBA 5.0 Host Interface Reference, which are described in\nExhibit A hereto.\n\n         1.2 'END USER' shall mean an individual or legal entity that acquires\ndirectly or indirectly from Company, one or more Products for its own use and\nnot for distribution or resale to third parties.\n\n         1.3 'END USER DOCUMENTATION' means the Microsoft documentation for End\nUsers, which is described in Exhibit A attached hereto.\n\n         1.4 'TO INTEGRATE' OR 'INTEGRATED' shall mean the inclusion of one or\nmore Redistributable Components as part of a Product copied onto Company's\ninstallation media along with Company's software comprising the Product.\n\n         1.5 'LICENSED SOFTWARE' means the computer software programs that are\nlisted and described on Exhibit A attached hereto, including all Upgrades\nthereto which are commercially released by Microsoft during the term of this\nAgreement.\n\n         1.6 'LOGO' means the Designed for Visual Basic logo which is described\nin the logo agreement that is attached hereto as Exhibit D.\n\n         1.7 'MASTER COPY' shall mean a diskette(s) or CD- ROM(s) containing the\nsoftware portion of the Licensed Software that are delivered by Microsoft to the\nCompany.\n\n         1.8 'MS PLATFORMS' shall mean Microsoft Windows 95, Microsoft Windows\nNT, and their successors and all future Microsoft operating system products on\nwhich the Licensed Software is commercially released by Microsoft during the\nterm of this Agreement.\n\n\n\n\n         1.9 'NET RECEIPTS' shall mean the royalties, fees and other sums\nreceived by the Company and its subsidiaries and affiliates from the direct or\nindirect distribution of the Products and Upgrades, less returns and rebates,\napplicable freight and sales, use and excise taxes.\n\n         1.10 'PRODUCT(S)' shall mean Company's software products which are\ndescribed in Exhibit A hereto, regardless of the product name(s) actually used\nfor such software products, and which: (i) Integrate the Licensed Software; (ii)\noperate on the MS Platforms, and (iii) from the perspective of an End User,\ncontain significant added value over that of the Licensed Software. The parties\nmay amend the list of Products described in Exhibit B hereto upon their mutual\nwritten consent, which shall not be unreasonably withheld.\n\n         1.11 'REDISTRIBUTABLE COMPONENTS' means the components of the Licensed\nSoftware that are redistributable by the Company in Products and are identified\nas 'redistributable' in Exhibit A hereto.\n\n         1.12 'RELEASE TO MANUFACTURING' shall mean the date that Microsoft or\nits authorized representative delivers the Master Copy to the Company.\n\n         1.13 'UPGRADES' shall mean upgrades, maintenance releases and\nenhancements of the Licensed Software.\n\n2. INTEGRATION AND DISTRIBUTION OF LICENSED SOFTWARE.\n\n         2.1 REPRODUCTION AND INTEGRATION OF THE LICENSED SOFTWARE. Microsoft\nhereby grants the Company a non-exclusive, worldwide, perpetual (subject to the\nterms of Section 8) license to use, reproduce and have reproduced the Licensed\nSoftware and Documentation from the Master Copy as well as any Upgrades for\ninternal use at the Company solely in connection with the development of\nProducts and Integration of the Redistributable Components into such Products\nfor MS Platforms.\n\n         2.2 DISTRIBUTION RIGHTS TO LICENSED SOFTWARE. Upon completion of the\nIntegration of Licensed Software into Products, Microsoft grants Company a\nnon-exclusive, worldwide, perpetual (subject to the terms of Section 8) license\nto use, reproduce, license or otherwise distribute, and have reproduced,\nlicensed or otherwise distributed to any entities, the Product and Upgrades to\nEnd Users. The rights granted in Sections 2.1 and 2.2 may be sublicensed by the\nCompany to the Company's contractors, distributors and original equipment\nmanufacturers, provided that such parties adhere to the provisions of this\nAgreement.\n\n         2.3 LICENSE TO END USER DOCUMENTATION. Microsoft hereby grants the\nCompany a nonexclusive, worldwide, perpetual (subject to the terms of Section 8)\nlicense to (a) make, use, modify, adapt, translate and make technically accurate\nderivative works of the End User Documentation; and (b) to reproduce, license,\ntransmit or otherwise distribute, and have reproduced, licensed, transmitted or\notherwise distributed by third parties, the End User Documentation and any\nCompany-authored derivative works thereof (which shall include all relevant\nMicrosoft copyrights, notices, and marks) via any digital electronic (e.g., the\nInternet) or print medium in connection with the distribution of the Products.\nThe Company also may use a pointer on its Worldwide Web site to the \nDocumentation on the Internet in connection with the\n\n\n\n\n                                       2\n\ndistribution of the Products. Notwithstanding the foregoing, the Company shall\nnot distribute the Documentation as part of any book or other publication for\nsale separate from the Products without the written approval of Microsoft and\nshall not modify, adapt, or create derivative works of the compiled '*.HLP'\nfiles for use on the Internet. The Company shall deliver to Microsoft a copy of\nall Company-authored derivative works of the End User Documentation (the\n'Derivative Documents') for the sole purpose of allowing Microsoft to verify the\naccuracy of such Derivative Documents.\n\n         2.4 END USER LICENSE AGREEMENTS. The Company shall have the right to\ngrant sublicenses to End Users to use the Products in object code form only and\nDocumentation on MS Platforms. For each copy or unit of a Product, Company shall\ndistribute an end user license agreement which includes terms that are at least\nas restrictive as the terms set forth in this Agreement with respect to the use\nof the Licensed Software. In particular, the Company shall include provisions in\nits End User license agreements for Products preventing further redistribution\nof the Redistributable Components or export of the Products to any country to\nwhich such export or transmission is restricted by applicable U.S. regulation or\nstatute.\n\n         2.5 RESTRICTIONS. The rights granted in this Section 2 are subject to\nthe following restrictions:\n\n                  (i) Company shall ship at least one full copy of the End User\n         Documentation, whether in the form of printed manuals or online help,\n         as modified by the Company pursuant to the terms of Section 2.3, to the\n         End User per unit of the Product or include a pointer to the End User\n         Documentation on the Internet in the Company's documentation for the\n         Product;\n\n                  (ii) Company shall employ in its Licensed Software\n         Integration, reproduction and installation process state-of the-art\n         tests for virus infections to ensure that no Licensed Software will be\n         shipped that has been infected with a virus;\n\n                  (iii) Company shall not reverse engineer, decompile or\n         disassemble the Licensed Software except as otherwise specifically\n         permitted by law;\n\n                  (iv) Company shall only access documented function calls when\n         Integrating the Licensed Software with the Products and shall follow\n         the commercially reasonable installation procedures set forth in the\n         Logo Agreement attached hereto as Exhibit D;\n\n                  (v) Company's Integration of the Licensed Software included in\n         the Products must not adversely affect the full functionality of the\n         Licensed Software. For instance, the Company shall not disable any\n         features of the Licensed Software included in Products. Company shall\n         insure that quality of reproduced Licensed Software included in the\n         Products is equivalent to the quality of Licensed Software and meets or\n         exceeds the then current applicable ISO, IEC or ANSI standards for\n         media and replication quality for Disk or CD-ROM media. Microsoft shall\n         be entitled to periodically, upon reasonable notice, inspect the\n         quality of reproduction. Should Microsoft be dissatisfied with the\n         quality of the reproduced Licensed Software, it shall so notify Company\n         in writing and Company shall have ten (10) days to correct such\n         deficiencies.\n\n\n\n                                                                               3\n\n                  (vi) The Company shall include the following acknowledgment in\n         the credit screen of the Products and in the Product documentation:\n         '(C)Copyright 1996, Microsoft Corporation. All rights reserved.'\n\n3. ROYALTIES AND REPORTS; AUDIT RIGHTS.\n\n         3.1 ADVANCE ROYALTY. The Company shall pay Microsoft a non-refundable\nadvance royalty of [*] Dollars ($[*]) by bank wire transfer to the account\nlisted in Section 3.3 no later than sixty (60) days after the Effective Date.\nThe advance royalty shall be applied against and recouped from future earned\nroyalties pursuant to Section 3.2.\n\n         3.2 EARNED AND MINIMUM ROYALTIES. The Company shall pay Microsoft [*]\npercent ([*]%) of the Company's Net Receipts for each calendar quarter for which\nthe Company owes Microsoft any royalties (the 'Earned Royalty'); provided, that\nif the average Net Receipts for all Products licensed or sold to End Users\nduring any calendar quarter is less than [*] Dollars ($[*]), then the Company\nshall pay Microsoft an amount equal to [*] ($[*]) per copy or unit of Product\nthat is sold or licensed to an End User during each such calendar quarter in\nlieu of the Earned Royalty.\n\n         3.3 ROYALTY REPORTING; FINANCE CHARGE. Within 30 days after the end of\neach calendar quarter, the Company shall finish Microsoft with a statement based\nupon the amounts due pursuant to Section 3.2 for the quarter then ended in a\nform substantially similar to Exhibit C attached hereto. The Company shall\nfurnish Microsoft with such a statement regardless of whether any royalties are\ndue for the applicable period. At the same time that the Company provides\nMicrosoft with a statement pursuant to this Section 3.3, it shall fax a copy of\nall remittance information (i.e., name of company, date of wire transfer, amount\nof wire transfer, and number of pages faxed), if any, to Microsoft at\n206-936-5140, unless Microsoft notifies the Company in writing that such fax\nnumber has changed. The day after the Company provides such remittance\ninformation by fax to Microsoft, it shall remit payment for all royalties due by\nbank wire transfer to the following account, unless Microsoft notifies the\nCompany in writing of a change in such account:\n\n                       First Interstate Bank of Washington\n                               Seattle Main Branch\n                                ABA: #125 000 286\n                       Beneficiary: Microsoft Corporation\n                             Account No. 001 025865\n\nA finance charge of one percent (1%) per month shall be assessed on all amounts\nthat are past due.\n\n         3.4 PRODUCT BUNDLES. Subject to prior written approval from Microsoft,\nwhich approval shall not be unreasonably withheld, the Company may license or\ndistribute Products as part of a package or bundle with other products or\nservices. The price of such Products for the purposes of computing royalties\nhereunder shall be: (the standard retail price of such Products in the bundled\nproduct divided by the standard retail price of all separately obtainable\nproducts in the\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                                                                               4\n\nbundle, including such Products, in the bundled product) multiplied by (the\nprice of the bundled product).\n\n         3.5 INTERNAL USE. No royalty shall be due Microsoft in connection with\nthe use of the Products, Licensed Software and Documentation by the Company or\nits contractors for internal purposes authorized under the terms of this\nAgreement or for use of the Products by the Company, its contractors, or\nprospective End Users, analysts or developers for developmental use, test,\nevaluation, market development, education or other promotional or non-production\npurposes in the usual course of the business of the Company.\n\n         3.6 AUDIT RIGHTS. During the term of this Agreement and for two years\nthereafter, Company agrees to keep all usual and proper records and books of\naccount and all usual and proper entries relating to the Products and the\nLicensed Software. Records and books of account include, but are not limited to\ninformation regarding the number of Product units distributed and the names and\naddresses of End Users. Microsoft may cause an audit and\/or inspection to be\nmade of the applicable Company records and facilities in order to verify\nstatements issued by Company and Company's compliance with the terms of this\nAgreement. Any such audit shall be conducted by an independent certified public\naccountant selected by Microsoft (other than on a contingent fee basis). Such\nindependent certified public accountant shall provide a summary of its findings\nregarding its verification of the statements issued by the Company and the\nCompany's compliance with the terms of this Agreement, but shall not provide\nMicrosoft with any other information produced from the audit and\/or inspection\nof such Company records. Any audit and\/or inspection shall be conducted during\nregular business hours at Company's facilities with or without notice. Company\nagrees to provide Microsoft's designated audit or inspection team access to the\nrelevant Company records and facilities. The Company shall pay Microsoft the\nfull amount of any underpayment revealed by the audit plus interest from the\ndate such payments were due under the terms of this Section at the then\napplicable prime rate, as announced by Seattle First National Bank of Seattle,\nWashington (the 'Prime Rate'). Notwithstanding the foregoing, if such audit\nreveals an underpayment by the Company of more than seven percent (7%) for the\nperiod covered by the audit report, the Company shall pay all of the fees and\ncosts associated with such audit and the amount underpaid with interest at the\nrate of five percent (5%) above the Prime Rate from the date such payment was\ndue pursuant to this Section.\n\n         3.7 TAXES. Company will responsible for the billing, collecting and\nremitting of sales, use, value added, and other comparable taxes determined by\nCompany to be due with respect to the collection of the Net Receipts, or any\nportion thereof. Microsoft is not liable for any taxes, including without\nlimitation income taxes, withholdings (subject to Section 3.8, below), value\nadded, franchise, gross receipts, sales, use property or similar taxes, duties,\nlevies, fees, excises or tariffs incurred in connection with the Net Receipts or\nrelated to the sale of Company's Products. Company takes full responsibility for\nall such taxes, including penalties, interest and other additions thereon.\n\n         3.8 WITHHOLDING TAXES. If, after a determination by foreign tax\nauthorities, any taxes are required to be withheld, on payments made by Company\nto Microsoft, Company may deduct such taxes from the amount owed Microsoft and\npay them to the appropriate taxing authority; provided however, that Company\nshall promptly secure and deliver to Microsoft an official receipt for any such\ntaxes withheld or other documents necessary to enable Microsoft to claim a\n\n\n\n                                                                               5\n\nU.S. Foreign Tax Credit. Company will make user reasonable commercial efforts to\nensure that any taxes withheld are minimized to the extent possible under\napplicable law.\n\n4. DELIVERY AND ACCEPTANCE; UPGRADES.\n\n         4.1 DELIVERY OF MASTER COPY. Microsoft or its authorized representative\nshall deliver the Company a Master Copy of the Licensed Software at the earliest\ndate that Microsoft makes such Licensed Software available to any third party.\nThe Master Copy shall be deemed accepted upon receipt unless the Company\nnotifies Microsoft or its authorized representative within five (5) days after\nit receives such Master Copy that it does not include all of the components\ndescribed in Exhibit A hereto. In such event, the Company shall give Microsoft\nor its authorized representative prompt written notice and, no later than five\n(5) days after receipt of such notice, Microsoft or its authorized\nrepresentative shall deliver the Company another Master Copy which includes all\nsuch components.\n\n         4.2 DELIVERY OF UPGRADES; COMPANY RESPONSE. Microsoft or its authorized\nrepresentative shall deliver all Upgrades to the Company at the earliest date\nthat Microsoft or its authorized representative makes such Upgrades available to\nany third party. No later than five (5) days after the date that the Company\nreceives an Upgrade, it shall inform Microsoft or its authorized representative\nwhether the Upgrade contains any programming errors that severely impair the\nperformance of any major functions in the Products.\n\n         4.3 DELIVERY OF BETA SOFTWARE. Microsoft shall deliver copies of the\nLicensed Software and Upgrades thereto in beta test form no later than the date\nthat Microsoft makes such beta test software available to any third party;\nprovided, that the Company executes and delivers to Microsoft a copy of the\nthen-applicable beta test agreement that accompanies such beta test software.\n\n5. PRODUCT MARKETING AND SUPPORT; DEMONSTRATION OF PRODUCTS.\n\n         5.1 VISUAL BASIC LOGO. The Company shall include a copy of the Logo on\nthe outside of all retail boxes of Products. In order to be eligible to display\nsuch Logo, the Company must sign a Logo Agreement in substantially the form of\nExhibit D attached hereto. This Agreement shall not be effective unless and\nuntil the Company executes such an agreement and delivers the same to Microsoft.\n\n         5.2 TECHNICAL SUPPORT. The Company shall maintain a Premier Support\nAgreement with Microsoft at all times during the term of this Agreement for\ntechnical support services related to the Integration of the Licensed Software\ninto Products. During the term of this Agreement, the Company shall use\nreasonable efforts to apprise Microsoft of technical issues that affect the\nIntegration of the Licensed Software into the Products and Microsoft shall use\nreasonable efforts to address such issues and assist the Company in addressing\nsuch issues. Microsoft shall invite representatives of the Company to design\nreviews of the Licensed Software during the term of this Agreement. The Company\nshall maintain a Premier Support Agreement throughout the term of this\nAgreement.\n\n         5.3 PRODUCT SUPPORT. Company acknowledges that it shall either (i)\ninform End User that Company is the support contact for the Product, and that\nMicrosoft will not support the\n\n\n\n                                                                               6\n\nProduct, or (ii) inform the End User that there will be no support for the\nProduct. Company shall use best efforts to insert a message to that effect in\nthe start-up or help screen of the Product. The parties agree that Microsoft\nshall not provide any End User support for Products.\n\n         5.4 PRE-RELEASE PRODUCTS. The Company shall not release any Products\nfor beta testing prior to July 22, 1996. From July 22, 1996 until September 4,\n1996, the Company shall only distribute and demonstrate beta versions of\nProducts to persons who sign non-disclosure agreements obligating them to\nmaintain the confidentiality of information regarding the beta Product.\n\n6. INTELLECTUAL PROPERTY NOTICES. Company will not remove any copyright,\ntrademark or patent notices that appear on the Licensed Software as delivered to\nCompany. Company shall state in all its advertising, marketing materials, and\npackaging related to the Products, that Products contain or are provided with\nthe Licensed Software. Company agrees to use the appropriate trademark, product\ndescriptor and trademark symbol (either '(TM)' or '(R)' in a superscript), and\nclearly indicate Microsoft's ownership of its trademark(s) whenever the Licensed\nSoftware name is first mentioned in any advertisement, brochure or in any other\nmanner in connection with Licensed Software and\/or a Product. Company shall\nundertake no action that will interfere with or diminish Microsoft's right,\ntitle and\/or interest in Microsoft Corporation's or licensed third parties'\ntrademark(s) or trade name(s). Company shall, upon request, provide Microsoft\nwith samples of all of Company's promotional, packaging and other written\nmaterials which use Licensed Software name(s). Company shall not adopt or use a\nproduct name, trademark or service mark in conjunction with the advertising,\npackaging, promotion or sale of Product(s) which includes all or part of any\nMicrosoft trademark or service mark or any term which is confusingly similar to\na Microsoft trademark or service mark. Company shall not reproduce or imitate\nall or part of the packaging or trade dress of any Licensed Software on or in\nthe packaging of any Product(s) or any related promotional material without\nprior written approval of Microsoft.\n\n7. WARRANTY\/LIABILITY.\n\n         7.1 MICROSOFT. EXCEPT WITH RESPECT TO THE REDISTRIBUTABLE COMPONENTS,\nWHICH ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, MICROSOFT WARRANTS THAT\nTHE LICENSED SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE\nACCOMPANYING WRITTEN MATERIALS FOR A PERIOD OF 90 DAYS FROM THE DATE OF RECEIPT.\nEXCEPT AS EXPRESSLY STATED ABOVE, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF\nANY KIND WHATSOEVER, INCLUDING THOSE OF MERCHANTABILITY AND\/OR FITNESS FOR A\nPARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. MICROSOFT MAKES NO WARRANTY THAT THE\nLICENSED SOFTWARE WILL OPERATE PROPERLY AS INTEGRATED IN THE COMPANY'S\nPRODUCT(S) OR ON ANY CUSTOMER SYSTEM(S). MICROSOFT HEREBY AGREES TO DEFEND,\nINDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING\nAS A RESULT OF ANY CLAIM BY A THIRD PARTY THAT THE LICENSED SOFTWARE INFRINGES\nANY TRADE SECRET OR COPYRIGHT OF SUCH THIRD PARTY.\n\n\n\n                                                                               7\n\n         7.2 COMPANY. COMPANY AND ANY OF ITS MANUFACTURER'S REPRESENTATIVES\nSHALL NOT MAKE TO ANY END USER ANY REPRESENTATION WITH RESPECT TO THE LICENSED\nSOFTWARE OR THE USE THEREOF EXCEPT AS IS EXPLICITLY SET FORTH IN THE\nDOCUMENTATION ACCOMPANYING THE LICENSED SOFTWARE. COMPANY HEREBY AGREES TO\nDEFEND, INDEMNIFY AND HOLD MICROSOFT HARMLESS FROM AND AGAINST ANY AND ALL\nCLAIMS ARISING AS A RESULT OF: (i) COMPANY'S IMPROPER INSTALLATION OF THE\nLICENSED SOFTWARE; (ii) ANY COMPUTER SOFTWARE VIRUS INTRODUCED BY COMPANY DURING\nTHE INSTALLATION PROCESS; (iii) ANY CLAIM BY AN END USER REGARDING ITS USE OR\nINABILITY TO USE A PRODUCT IF SUCH CLAIM WOULD NOT HAVE OCCURRED SOLELY FROM USE\nOF THE LICENSED SOFTWARE; (iv) ANY CLAIM BY A THIRD PARTY THAT THE PRODUCT\nINFRINGES ANY PROPRIETARY RIGHT OF SUCH THIRD PARTY IF SUCH CLAIM WOULD HAVE\nBEEN AVOIDED BY THE EXCLUSIVE USE OF THE LICENSED SOFTWARE; OR (v) COMPANY'S\nAND\/OR ITS AGENTS' BREACH OF ANY OF THE PROVISIONS OF SECTION 2 OF THIS\nAGREEMENT.\n\n         7.3 ESSENTIAL ELEMENT. THE PARTIES ACKNOWLEDGE THAT ALL OTHER PARTS OF\nTHIS AGREEMENT RELY UPON THE INCLUSION OF THIS SECTION 7.\n\n         7.4 CERTAIN DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY\nCONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES EVEN IF SUCH\nPARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n8. TERM AND TERMINATION.\n\n         8.1 TERM. Unless terminated earlier pursuant to this Section, this\nAgreement shall be for a period beginning on the Effective Date and ending three\n(3) years after the latter of (a) the Effective Date, or (b) the Release to\nManufacturing date.\n\n         8.2 TERMINATION.\n\n                  8.2.1 Either party shall have the right to terminate this\n         Agreement in the event of a material breach of this Agreement or the\n         logo agreement attached hereto as Exhibit D after notice thereof and an\n         opportunity to cure within 60 days from the date of such notice. In\n         addition, Microsoft shall have a right to terminate this Agreement\n         immediately in the event of an assignment in breach of Section 10.\n\n                  8.2.2 In no event shall Microsoft be responsible to Company\n         for any costs or damages resulting from the termination of this\n         Agreement.\n\n         8.3 EFFECT OF EXPIRATION OR TERMINATION.\n\n                  8.3.1 Sections 1, 2 (with respect to the then current version\n         of the Licensed Software), 3, 5.2, 6, 7, 8, 9, 10, and 11 shall survive\n         any expiration of this Agreement pursuant to Section 8.1 or termination\n         of this Agreement by the Company pursuant to\n\n\n\n                                                                               8\n\n         Section 8.2.1. Without limiting the foregoing, the parties understand\n         and agree that the Company shall be obligated to continue paying\n         Microsoft at least the minimum royalties set forth in Section 3.2 of\n         this Agreement for so long as the Company licenses or distributes\n         Products after termination or expiration of this Agreement.\n\n                  8.3.2 Sections 3, 5, 6, 7, 8, 9, 10, and 11 shall survive any\n         or termination of this Agreement by Microsoft pursuant to Section\n         8.2.1.\n\n                  8.3.3 Termination of this Agreement shall not affect existing\n         end user license agreements for the Products, which shall continue in\n         full force and effect in accordance with their terms. Company shall\n         continue to pay the royalties as specified in Section 3 of this\n         Agreement for so long as the Company licenses or distributes Products\n         after termination of this Agreement.\n\n9. CONFIDENTIALITY.\n\n         Each party expressly undertakes to retain in confidence and to require\nits distributors, resellers and all other contractors to retain in confidence\nall information and know-how transmitted to such party that the disclosing party\nhas identified as being proprietary and\/or confidential or which, by the nature\nof the circumstances surrounding the disclosure, ought in good faith to be\ntreated as proprietary and\/or confidential. Without limiting the foregoing, all\nterms and conditions of this Agreement shall be considered confidential and\nshall not be disclosed (except to either party's attorneys and accountants on a\nneed-to-know basis) without the prior written consent of the other party.\n\n\n10. PROHIBITION AGAINST ASSIGNMENT. This Agreement, and any rights or\nobligations in this Agreement, shall not be assigned or sublicensed by the\nCompany. For purposes of this Section, the term 'assignment' shall include,\nwithout limitation, a merger or share exchange of the Company into another\nentity, a sale of substantially all the assets of the Company, or as sale or\ntransfer of more than twenty percent (20%) of the issued and outstanding voting\nshares of the Company. Notwithstanding the foregoing, the Company may assign or\notherwise transfer its rights and obligations to successors in interest (whether\nby purchase of stock or assets, merger, operation of law or otherwise) of the\nportion of its business related to the subject matter hereof; provided, that the\nCompany provides Microsoft with prompt written notice of any such assignment or\ntransfer, and further provided, that the transferee, assignee or successor in\ninterest shall have no right to integrate the Licensed Software into any product\nor service other than the Products of the Company that are commercially\navailable to the public on the effective date of the assignment, transfer or\nchange in control transaction.\n\n11. GENERAL.\n\n         11.1 CONTROLLING LAW. This Agreement shall be construed and controlled\nby the laws of the State of Washington, and Company consents to jurisdiction and\nvenue in the state and federal courts sitting in the State of Washington.\nNeither this Agreement, nor any terms and conditions contained herein, shall be\nconstrued as creating a partnership, joint venture, agency, or franchise\nrelationship.\n\n\n\n                                                                               9\n\n\n         11.2 ATTORNEYS' FEES. If either Microsoft or Company employs attorneys\nto enforce any rights arising out of or relating to this Agreement, the\nprevailing party shall be entitled to recover its reasonable attorneys' fees,\ncosts and other expenses.\n\n         11.3 NOTICES AND REQUESTS. All notices, authorizations, and requests\ngiven by Company or Microsoft in connection with this Agreement shall be deemed\ngiven on the day they are (i) deposited in the mail, postage prepaid, certified\nor registered, return receipt requested; or (ii) sent by air express courier,\ncharges prepaid; to the address listed in this Agreement.\n\n         11.4 COMPANY'S GOVERNMENTAL APPROVAL OBLIGATIONS. Company shall, at its\nown expense, obtain and arrange for the maintenance in full force and effect of\nall governmental approvals, consents, licenses, authorizations, declarations,\nfilings, and registrations as may be necessary or advisable for the performance\nof all of the terms and conditions of this Agreement including, but not limited\nto, foreign exchange approvals, import and offer agent licenses, fair trade\napprovals and all approvals which may be required to realize the purposes of\nthis Agreement.\n\n         11.5 RESTRICTED RIGHTS. Any Licensed Software which Company distributes\nto or on behalf of the United States of America, its agencies and\/or\ninstrumentalities (the 'Government'), are provided to Company with RESTRICTED\nRIGHTS. Use, duplication or disclosure by the Government is subject to\nrestriction as set forth in subparagraph (c)(1)(ii) of the rights in Technical\nData and Computer Software clause at DFAR 252.227-7013, or as set forth in the\nparticular department or agency regulations or rules which provide Microsoft\nprotection equivalent to or greater than the above-cited clause. Company shall\ncomply with any requirements of the Government to obtain such RESTRICTED RIGHTS\nprotection, including without limitation, the placement of any restrictive\nlegends on the Licensed Software, Licensed Software documentation, and any\nlicense agreement used in connection with the distribution of the Licensed\nSoftware. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond,\nWashington 98052-6399. Under no circumstances shall Microsoft be obligated to\ncomply with any Governmental requirements regarding the submission of or the\nrequest for exemption from submission of cost or pricing data or cost accounting\nrequirements. For any distribution of the Licensed Software that would require\ncompliance by Microsoft with Governmental requirements relating to cost or\npricing data or cost accounting requirements, Company must obtain an appropriate\nwaiver or exemption from such requirements for the benefit of Microsoft from the\nappropriate Governmental authority before the distribution and\/or license of the\nLicensed Software to the Government.\n\n         11.6 EXPORT CONTROLS. Company acknowledges that the license and\ndistribution of the Products are subject to the export control laws and\nregulations of the United States of America, and any amendments thereof, which\nrestrict exports and re-exports of software, technical data, and direct products\nof technical data, including services derived from use of the Products (the\n'Direct Products'). Company agrees that it will not export or re-export any\nProducts or Direct Products, or any information and documentation related\nthereto, directly or indirectly, without first obtaining permission to do so as\nrequired from the United States of America Department of Commerce's Bureau of\nExport Administration, or other appropriate governmental agencies, to any\ncountries, end-users, or for any end-uses that are restricted by U.S. export\nlaws and regulations, and any amendments thereof, which include, but are not\nlimited to, the following:\n\n\n\n                                                                              10\n\n         Restricted Countries: Cuba, Federal Republic of Yugoslavia (Serbia and\n         Montenegro), Iran, Iraq, Libya, North Korea, Syria and Vietnam.\n\n         Restricted End-Users: Any End-User whom Company knows or has reason to\n         know will use Products or Direct Products in the design, development,\n         or production of missiles and missile technology, nuclear weapons and\n         weapons technology, or chemical and biological weapons.\n\n         Restricted End-Uses: Any use of Products and Direct Products related to\n         the design, development, or production of missiles and missile\n         technology, nuclear weapons and weapons technology, or chemical and\n         biological weapons.\n\nThese restrictions change from time to time. If Company has any questions\nregarding its obligations under United States of America export regulations,\nCompany should contact the Bureau of Export Administration, United States\nDepartment of Commerce, Office of Export Licensing, Washington DC., U.S.A. (202)\n377-4811.\n\n\n         11.7 ENTIRE AGREEMENT. This Agreement, including Exhibits A-D attached\nhereto, shall constitute the entire agreement between the parties with respect\nto its subject matter and merges all prior and contemporaneous communications,\nboth written and oral. This Agreement shall not be modified except by a written\nagreement signed on behalf of Company and Microsoft by their respective duly\nauthorized representatives.\n\n         11.8 SEVERABILITY. If any provision of this Agreement shall be held by\na court of competent jurisdiction to be illegal, invalid or unenforceable, the\nremaining provisions shall remain in full force and effect. If this Agreement as\nit relates to any Licensed Software shall be held by a court of competent\njurisdiction to be invalid, illegal or unenforceable or if this Agreement is\nterminated as to a particular Licensed Software, then it shall remain in full\nforce and effect as to the remaining Licensed Software.\n\n         11.9 WAIVER. No waiver of any breach of any provision of this Agreement\nshall constitute a waiver of any prior, concurrent or subsequent breach of the\nsame or any other provisions hereof, and no waiver shall be effective unless\nmade in writing and signed by an authorized representative of the waiving party.\n\n         11.10 SECTION HEADINGS. The Section headings used in this Agreement are\nintended for convenience only and shall not be deemed to supersede or modify any\nprovisions.\n\n\n\n                                                                              11\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\nEffective Date. All signed copies of this Agreement shall be deemed originals.\n\n\nMICROSOFT CORPORATION                       SAGENT TECHNOLOGY, INC.\n\n\/s\/ Robbie Wright                           \/s\/ Kenneth C. Gardner\n--------------------------------            ----------------------------------\n(Signature)                                 (Signature)\n\n\nRobbie Wright                               Kenneth C. Gardner\n--------------------------------            ----------------------------------\n(Name - Please Print)                       (Name - Please Print)\n\n\nVB Business Manager                         President and CEO\n--------------------------------            ----------------------------------\n(Title)                                     (Title)\n\n\n\n                                                                              12\n\n\n                                    EXHIBIT A\n\n                 DESCRIPTION OF LICENSED SOFTWARE, DOCUMENTATION\n\n                         AND REDISTRIBUTABLE COMPONENTS\n\n\n1.  LICENSED SOFTWARE.\n\nVISUAL BASIC APPLICATIONS EDITION 5.0 IS AN EMBEDDABLE BASIC LANGUAGE SOFTWARE\nPRODUCT COMPRISED OF THE FOLLOWING COMPONENTS:\n\n\nVBA3\n\nThese are the binary files that make up the core VBA3 deliverable. This includes\nthe language runtime and user interface components including editing, debugging,\nproject management, property control.\n\nMSVCRT40.DLL, VAEN332.DLL, VBA332.DLL, VBE.DLL, VBEIDE.DLL, VBAEN32.OLB,\nVBE1OLB, VBEEXT1.OLB, VEN2232.OLB, SCP32.DLL\n\n\nFORMS3\n\nForms3 provides a complete visual editing and dialog design environment.\n\nFM20.DLL, FM20INTL.DLL, RICHED20.DLL\n\n\nCORE TECHNOLOGY\n\nVBA3 is dependent on a set of MICROSOFT core proprietary technology. These\ntechnologies are to be consumed by VBA3 only. Host of VBA3 are forbidden from\naccessing core technology directly.\n\nDEVO97.DLL, DEVO7ENU.DLL\n\n\nOLE AUTOMATION\n\nVBA3 has a dependency on the new OLE automation interfaces. The appropriate OLE\nautomation .DLLs and documentation are packaged as part of the VBA3 product. The\nautomation DLLs are freely distributable as part of the host application's\ninstallation process.\n\nOLEACC.DLL, OLEAUT32.DLL, STDOLE2.TLB\n\n\nSAMPLE HOST APPLICATION\n\nMICROSOFT provides a complete sample host that demonstrates the complete VBA3\nintegration model. This sample is available in full source format.\n\n\nVBA DOCUMENTATION KIT\n\nThis is comprised of a series of tools that aid in integrating VBA3 end user\ndocumentation into an ISV's existing documentation format.\n\n\n\n                                                                              13\n\n\nMICROSOFT INTERNAL HELP ENGINE AND AUTHORING TOOLS\n\nTools used by Microsoft to author its own help systems along with execution\nengine.\n\n\nVBA TEST HARNESS\n\nTools used to test VBA.\n\n\n2.   DOCUMENTATION.\n\nEND USER DOCUMENTATION\n\nA set of photo-ready end user documentation is provided by VBA3 consisting of:\n\n-   VBA Language Reference\n-   Forms3 Reference\n-   An outline of the VB Programmers Guide\n\nThe above documentation is delivered in three forms:\n\n-   Online help\n-   Preprocessed topics (stored on CD) \n-   Processed topics (stored on CD).\n\nOnline help is the typical MICROSOFT help system, complete with hyper-links and\nindexing. 'Preprocessed topics' are the VBA Language Reference, Forms3\nReference, and outline of the VB Programmers Guide, in their raw form before\nbeing run through MICROSOFT's print formatting. ISVs can use the documentation\nin this form for integrating into their own help files and format. 'Processed\ntopics' is a printer-ready representation of the VBA Language Reference, Forms3\nReference, and outline of the VB Programmers Guide.\n\nThe file list is TBD.\n\n\nVBA3 HOST INTEGRATION GUIDE\n\nThis document gives a complete overview of the integration process. It documents\nthe functionality demonstrated by the sample application and provides\ntheoretical background into technical issues the ISV may encounter. This\nmaterial is provided in both online (Info Viewer) and document forms.\n\n\nVBA3 HOST INTERFACE REFERENCE\n\nA complete VBA3 interface reference with examples is provided in an online form\n(MS Help).\n\n3.  REDISTRIBUTABLE COMPONENTS.\n\nThe following is a list of components that can be redistributed\n\n-   VBA3\n-   Forms3\n-   Core Technology\n-   OLE Automation\n-   End User Documentation and derivatives.\n\n\n\n                                                                              14\n\n                                    EXHIBIT B\n\n                            LIST OF COMPANY PRODUCTS\n\nTHE SAGENT PRODUCT LINE\n\nThe SAGENT DATA MART SOLUTION is a family of integrated products for populating,\nmanaging, and accessing data marts. It includes the Sagent Data Mart Server,\nSagent Admin, Sagent Design Studio, Sagent Information Studio, Sagent WebLink,\nSagent Analysis, Sagent Reports and Sagent Statistics.\n\n-        The SAGENT DATA MART SERVER is a Windows NT-based application server\n         that features a multi-threaded engine. Its repository stores all Sagent\n         Data Mart components in relational tables for easy access and\n         administration. The Sagent Data Mart Server can access data on Oracle,\n         Red Brick, Sybase, IBM DB2, Informix and Microsoft SQL Server databases\n         as well as ODBC data sources. The Data Mart Server will use VBScript as\n         its Scripting component until a multi-threaded version of VBA becomes\n         available.\n\n-        SAGENT ADMIN is a set of integrated, drag-and-drop tools that enable\n         centralized control over a distributed network of Sagent Data Marts. It\n         provides a single, integrated view and manage the security of all\n         Sagent repositories, and the components they contain.\n\n-        SAGENT DESIGN STUDIO enables data administrators to build and populate\n         data marts quickly and easily. Its visual environment is coupled with\n         powerful scripting facilities that allow developers to embed Visual\n         Basic or C++ code into plans for extracting and transforming data, and\n         loading into a data mart.\n\n-        SAGENT INFORMATION STUDIO is a set of graphical end user tools for\n         easily accessing and sharing information. It runs on Windows 95 or\n         Windows NT and enables users to build powerful data requests, store\n         result sets for easy reuse, and collaborate with other users on data\n         access and analysis.\n\n-        SAGENT WEBLINK is a product for linking Sagent systems with popular\n         Internet and Intranet web browser. It enables users to access,\n         manipulate and display queries and saved result sets quickly and easily\n         through a browser interface. Users can view all forms of output\n         supported by the Sagent Information Studio.\n\n-        SAGENT ANALYSIS is a data analysis product that allows the\n         crosstabulation, slicing, charting and manipulation of information that\n         has been stored in the Sagent Data MartServer. Data sources include\n         relational data sources in a ROLAP mode using Sagent's Aggregate\n         Navigator as well as MDBMS sources such as EssBase. Data can be viewed\n         as crosstabs and\/or business charts.\n\n-        SAGENT REPORTS is a full function reporting tool that supports\n         embedding of all the visual components of the Sagent product line.\n\n-        SAGENT STATISTICS is a intuitive statistical software package offering\n         a comprehensive range of statistical analyses from descriptive\n         statistics to ANOVA and factor analysis. Presentation quality graphs\n         and tables can be easily created from any analysis.\n\n\n\n                                                                              15\n\n                                    EXHIBIT C\n\n                            FORM OF ROYALTY STATEMENT\n\n\nROYALTY REPORT FOR SAGENT TECHNOLOGY, INC.\n\n\nROYALTY REPORT FOR THE PERIOD ___________ , 19__ TO __________ , 19__\n\nA.  PREPAID ROYALTY:                             [ * ]\n\nB.  TOTAL NET RECEIPTS:                          ____________________\n\nC.  ROYALTY RATE:                                ____________________\n\nD.  TOTAL ROYALTY AMOUNT (B X C):                ____________________\n\nE.  PREPAID ROYALTY AMOUNT REMAINING:            ____________________\n    (FROM PREVIOUS ROYALTY STATEMENT)\n\nF.  TOTAL PAYMENT DUE:                           ____________________\n\nG.  AMOUNT REMAINING ON PREPAID ROYALTY:         ____________________\n\n\nTHE UNDERSIGNED HEREBY CERTIFIES THAT TO THE BEST OF HIS\/HER KNOWLEDGE THAT THIS\nREPORT IS TRUE AND ACCURATE.\n\n\n                         ____________________(SIGNATURE)\n\n\n                         ____________________(PRINT)\n\n\n                         ____________________(TITLE)\n\n\n                         ____________________(DATE)\n\n\n\nTELEPHONE NUMBER:        (___)______________\n\n\n\n\n         THIS REPORT SHOULD BE SENT WITH ANY PAYMENT DUE TO THE FOLLOWING\nADDRESS:\n\n\n\n\n\n          MICROSOFT CORPORATION\n          ATTENTION: RETAIL LICENSING\n          DEPT. 551\n          REDMOND, WA 98052-6399\n\n\n                                                                              16\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 D\n                             LOGO LICENSE AGREEMENT\n                FEATURING MICROSOFT(R) VISUAL BASIC(R) TECHNOLOGY\n                             LOGO LICENSE AGREEMENT\n\n\n\nThis Logo License Agreement ('Logo Agreement') is made and entered into this ___\nday of _________, 19__, ('Effective Date'), by and between MICROSOFT\nCORPORATION, a Washington, USA corporation ('MS'), and SAGENT TECHNOLOGIES,\nINC., a California corporation ('COMPANY').\n\n                                    RECITALS\n\n         WHERE AS, MS owns good and valuable trademarks and logos; and\n\n         WHEREAS, COMPANY wishes to license use of the Logo in accordance with\nMS' terms and conditions described below, NOW THEREFORE:\n\n         The parties hereby agree as follows:\n\n1.       DEFINITIONS\n\nFor purposes of this Logo Agreement, the following terms shall have the\nfollowing meanings:\n\n         (a) 'Logo' shall mean the Featuring Visual Basic Technology logo\ndepicted in the attached Exhibit A or such additional or replacement logos as MS\nmay provide from time to time under this Logo Agreement.\n\n         (b) 'Product' shall mean the COMPANY product or products described in\nthe attached Exhibit B which have been submitted to VeriTest Inc. for testing as\nset forth in Exhibit B and have passed such tests.\n\n2.       LICENSE GRANT\n\n         (a) Subject to and expressly conditioned upon compliance with the terms\nand conditions of this Logo Agreement, MS hereby grants to COMPANY a worldwide\n(except as provided in Section 2(b)), nonexclusive, personal right to use the\nLogo solely in conjunction with Product in the manner described in the\nguidelines set forth in the attached Exhibit C and as may be prescribed by MS\nfrom time to time.\n\n         (b) The license right set forth in Section 2(a) shall not extend to the\nRepublic of China ('Taiwan'), South Korea ('Korea'), or the People's Republic of\nChina ('PRC'), unless and until COMPANY provides MS with written notice of\nCOMPANY's intent to distribute Product in these countries. COMPANY agrees not to\nuse the Logo in such countries and shall not be licensed pursuant to this Logo\nAgreement to do so until COMPANY has provided MS with such written notice.\n\n         (c) COMPANY may not use or reproduce the Logo in any manner whatsoever\nother than as expressly described in Exhibit C.\n\n         (d) COMPANY agrees and acknowledges that MS retains all right, title\nand interest in and to the Logo. Except as expressly granted in this Logo\nAgreement, COMPANY shall have no rights in the Logo. Under no circumstances will\nanything in this Logo Agreement be construed as granting, by implication,\nestoppel or otherwise, a license to any Microsoft technology or proprietary\nright other than the permitted use of the Logo pursuant to Section 2(a).\n\n         (e) COMPANY agrees that it will use the Logo solely as provided in this\nLogo Agreement and will not use the Logo for promotional goods or for products\nwhich, in MS' reasonable judgment, will diminish or otherwise damage MS'\ngoodwill in the Logo, including but not limited to uses which could be deemed to\nbe obscene, pornographic, excessively violent or otherwise in poor taste or\nunlawful, or which purpose or objective is to encourage unlawful activities.\n\n3.       NO FURTHER CONVEYANCES\n\n         The license grant in Section 2(a) is personal to COMPANY, and COMPANY\nshall not assign, transfer or sublicense this Logo Agreement (or any right\ngranted herein) in any manner without the prior written consent of MS.\n\n4.       QUALITY, INSPECTION, AND APPROVAL\n\n         (a) COMPANY agrees to maintain the quality of Product used in\nconjunction with the Logo at a level that meets or exceeds industry standards\nand at least commensurate with the quality of Product previously distributed by\nCOMPANY.\n\n         (b) COMPANY shall supply MS with suitable specimens of Product and\nCOMPANY's use of the Logo in connection with Product at the times and in the\nmanner described in Exhibit C, or at any time upon reasonable notice from MS.\nCOMPANY shall cooperate fully with MS to facilitate periodic review of COMPANY's\nuse of the Logo and of COMPANY's compliance with the quality standards described\nin this Logo Agreement.\n\n         (c) COMPANY shall fully correct and remedy any deficiencies in its use\nof the Logo, conformance to the Visual Basic Technology compatibility criteria,\nand\/or the quality of Product used in conjunction with the Logo, upon reasonable\nnotice from MS.\n\n         (d) COMPANY represents and warrants that Product meets the applicable\nVisual Basic Technology\n\n\n\n                                                                              17\n\n\ncompatibility criteria set forth in Exhibit B. COMPANY shall provide MS with\ncopies or summaries of the results of applicable compatibility tests following\nthe completion of such tests.\n\n         (e) COMPANY agrees that it will comply with all applicable laws, rules,\nand regulations and will not violate or infringe any right of any third party.\n\n5.       IDENTIFICATION AND USE\n\n         (a) COMPANY shall mark every use of the Logo with the trademark\ndesignation set forth in Exhibit A and as described in Exhibit C and shall\ncomply with MS' trademark use guidelines as amended from time to time.\n\n         (b) COMPANY acknowledges MS' ownership of the Logo and the Visual Basic\ntrademark. COMPANY shall employ reasonable commercial efforts to use the Logo in\na manner that does not derogate from MS' rights in the Logo and will take no\naction that will interfere with or diminish MS' rights in the Logo, either\nduring the term of this Logo Agreement or afterwards. COMPANY agrees not to\nadopt, use or register any corporate name, trade name, trademark, service mark\nor certification mark, or other designation similar to, or containing in whole\nor in part, the Logo. COMPANY agrees that all use of the Logo by COMPANY will\ninure to the benefit of MS. COMPANY may not use the Logo in any way as an\nendorsement or sponsorship of Product by MS.\n\n6.       DEFENSE OF INFRINGEMENT CLAIM\n\n         (a) Subject to 7, MS agrees to defend COMPANY against, and pay the\namount of any adverse final judgment (or settlement to which MS consents)\nresulting from, third party claim(s) (hereinafter 'Indemnified Claims') that the\nLogo infringes any registered trademark rights enforceable in the United States,\nCanada, Australia, Japan, the European Union, and Norway and in other countries\nfor use occurring after registration of the Logo in such additional countries;\nprovided MS is notified promptly in writing of the Indemnified Claim and has\nsole control over its defense or settlement, and COMPANY provides reasonable\nassistance in the defense of the same.\n\n         (b) In the event MS receives information concerning an intellectual\nproperty infringement claim (including an Indemnified Claim) related to the\nLogo, MS may at its expense, without obligation to do so, either (i) procure for\nCOMPANY the right to continue to distribute the alleged infringing Logo, or (ii)\nreplace or modify the Logo to make it non-infringing, and in which case, COMPANY\nshall thereupon cease distribution of the alleged infringing Logo.\n\n         (c) MS shall have no liability for any intellectual property\ninfringement claim (including an Indemnified Claim) based on COMPANY's (i)\nmanufacture, distribution, or use of the Logo after MS' written notice that\nCOMPANY should cease use of such Logo due to such a claim. For all claims\ndescribed in this Section 6(c), COMPANY agrees to indemnify and defend MS from\nand against all damages, costs and expenses, including reasonable attorneys'\nfees.\n\n         (d) MS shall have no obligation to COMPANY for any Indemnified Claims\nwhich arise outside the geographical boundaries of the United States, Canada,\nAustralia, Japan, the European Union, and Norway ('Included Jurisdictions'), and\nother countries where the Logo has been registered by MS at the time such claim\narises.\n\n         (e) MS MAKES NO WARRANTIES. THE DEFENSE PURSUANT TO 6(a) IS EXCLUSIVE\nAND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH\nRESPECT TO THE LOGO, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED\nWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n7.       CONSEQUENTIAL ET. AL. DAMAGES\n\n         IN NO EVENT SHALL MS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,\nINDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS)\nARISING FROM OR RELATED TO COMPANY'S MARKETING, DISTRIBUTION OR ANY USE OF THE\nLOGO, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT,\nSTRICT LIABILITY, BREACH OF WARRANTIES, INFRINGEMENT OF INTELLECTUAL PROPERTY,\nFAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF\nSUCH DAMAGES. IN NO EVENT SHALL MS BE LIABLE FOR ANY DAMAGES FOR COMPANY'S USE\nOF THE LOGO IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS LOGO AGREEMENT.\n\n8.       INFRINGEMENT\n\nCOMPANY shall promptly notify MS of any suspected infringement of or challenge\nto the Logo or any of its constituent elements.\n\n9.       TERM OF LOGO AGREEMENT\n\n         (a) The term of this Logo Agreement shall be for a period of two (2)\nyears from the Effective Date; provided however, that MS shall have the right to\nterminate this Logo Agreement with or without cause upon thirty (30) days' prior\nwritten notice.\n\n         (b) From and after termination or expiration of this Logo Agreement,\nCOMPANY shall cease and desist from all use of the Logo. However, unless the\nLogo Agreement is terminated for breach, COMPANY may distribute then-existing\nunits of Product and advertising materials containing the Logo for a period of\nninety (90) days from the termination date provided use of the Logo in\n\n\n\n                                                                              18\n\n\nconnection with such inventory is in compliance with the terms and conditions of\nthis Logo Agreement.\n\n10.      NOTICES\n\n         All notices and other communications under this Logo Agreement shall be\nin writing and shall be deemed given if delivered personally, mailed by\nregistered or certified mail, return receipt requested, or sent by telecopy with\na receipt confirmed by telephone, to the parties at the following addresses or\nto such other addresses as a party may from time to time notify the other\nparties.\n\nMS:         MICROSOFT CORPORATION\n            One Microsoft Way\n            Redmond, WA 98052-6399\n            USA\n\nAttention:  Visual Basic Logo Department\n\n\n\nWith Copy\n\nTo:         MICROSOFT CORPORATION\n            One Microsoft Way\n            Redmond, WA 98052-6399\n            USA\n\nAttention:  Law  &amp; Corporate   Affairs, Trademarks\n\nFax:        (206) 869-1327\n\n11.      ENTIRE LOGO AGREEMENT; AMENDMENT\n\nMS' providing this Logo Agreement to COMPANY does not constitute an offer by MS.\nUpon execution by both MS and COMPANY, this Logo Agreement, including all\nExhibits, contains the entire agreement of the parties with respect to the\nsubject matter hereof, and shall supersede and merge all prior and\ncontemporaneous communications. It shall not be amended except by a written\nagreement subsequent to the Effective Date and signed on behalf of the parties\nby their respective authorized representatives.\n\n12.      GOVERNING LAW; ATTORNEYS' FEES; EQUITABLE RELIEF\n\n         (a) This Logo Agreement shall be governed by and construed in\naccordance with the laws of the State of Washington. COMPANY hereby consents to\njurisdiction and venue in the state and federal courts sitting in the State of\nWashington. The parties agree to accept service of process by U.S. certified or\nregistered mail, return receipt requested, or by any other method authorized by\nWashington Law in accordance with the terms of Section 10 of such agreement.\n\n         (b) If either party employs attorneys to enforce any rights arising out\nof or related to this Logo Agreement, the prevailing party shall be entitled to\nrecover its reasonable attorneys' fees, costs, and other expenses.\n\n         (c) COMPANY acknowledges that a breach by it of this Logo Agreement may\ncause MS irreparable damage which cannot be remedied in monetary damages in an\naction at law, and may also constitute infringement of the Logo. In the event of\nany breach that could cause irreparable harm to MS, or cause some impairment or\ndilution of its reputation or Logo, MS shall be entitled to an immediate\ninjunction, in addition to any other legal or equitable remedies.\n\n13.      HEADINGS\n\nSection headings are used in this Logo Agreement for convenience of reference\nonly and shall not affect the meaning of any provision of this Logo Agreement.\n\n14.      NO WAIVER\n\nNo waiver of any breach of any provision of this Logo Agreement shall constitute\na waiver of any prior, concurrent or subsequent breach of the same or any other\nprovision hereof, and no waiver shall be effective unless made in writing and\nsigned by an authorized representative of the waiving party.\n\n15.      SEVERABILITY\n\nIf any provision of this Logo Agreement (or any other agreements incorporated\nherein) shall be held by a court of competent jurisdiction to be illegal,\ninvalid or unenforceable, the remaining provisions shall remain in full force\nand effect.\n\n16.      RELATIONSHIP\n\nNeither this Logo Agreement, nor any terms and conditions contained herein,\nshall be construed as creating a partnership, joint venture or agency\nrelationship or as granting a franchise.\n\n17.      SURVIVAL\n\nThe provisions of Sections 2(d), 5(b), 6(a) (for claims based upon use of the\nLogo permitted by this Logo Agreement) and 7, as well as Section 4(f) with\nrespect to Product(s) distributed during the term of this Logo Agreement, shall\nsurvive expiration or termination of this Logo Agreement.\n\n18.      ASSIGNMENT\n\nThis Logo Agreement may be assigned by the Company only upon assignment of that\ncertain License and Distribution Agreement by and between the parties of even\ndate herewith.\n\n19.      EXHIBITS\n\nThis Logo Agreement includes Exhibits A, B and C, which are hereby incorporated\nby reference.\n\n\n\n                                                                              19\n\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Logo Agreement\nas of the Effective Date.\n\n\n\n\nMICROSOFT CORPORATION                      SAGENT TECHNOLOGY, INC\n\n\n___________________________________        _____________________________________\nName (Signature)                           Name (Signature)\n\n\n___________________________________        _____________________________________\nName (Print)                               Name (Print)\n\n\n___________________________________        _____________________________________\nTitle                                      Title\n\n\n___________________________________        _____________________________________\nDate                                       Date\n\n\n\n                                                                              20\n\n\n                                    EXHIBIT A\n             Featuring Microsoft(R) Visual Basic(R) Technology Logo\n\n\n\n\n                        [to be provided separately by MS]\n\n\n\nTrademark footnote:\n\n\n\nMicrosoft and Visual Basic are registered trademarks in the United States and\nother countries and the Microsoft Visual Basic Technology logo is a trademark of\nMicrosoft Corporation.\n\n\n\n                                                                              21\n\n\n                                    EXHIBIT B\n             COMPANY Product(s) and Featuring Microsoft Visual Basic\n                            Technology Logo Criteria\n\n\n\n         COMPANY Product(s)\n\n\n\n\n\nProduct Name                                                               Version Number\n                                                                        \n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n----------------------------------------------------------------------     -------------------------\n\n\n\n\n\n\nFeaturing Microsoft Visual Basic Technology Logo Criteria\n\nVendors of Computer Software:       Product must pass Compliance Testing through\n                                    VeriTest, Inc., of Santa Monica, CA, or\n                                    other MS designated Logo Compliance Testing\n                                    center to confirm that such Product meets\n                                    criteria established by MS. Other than\n                                    maintenance or bug-fix releases, Product\n                                    updates must be re-tested for compliance\n                                    with Logo criteria. All costs of such\n                                    testing shall be borne by the Company.\n\n\n\n                FEATURING MICROSOFT(R) VISUAL BASIC(R) TECHNOLOGY\n\n                                 LOGO GUIDELINES\n\n--------------------------------------------------------------------------------\nMicrosoft has established the following set of guidelines to assist you in\nproper use of the Featuring Microsoft(R) Visual Basic(R) Technology Logo (the\n'Logo').\n\nThe power of the Logo lies in its consistent and appropriate use. Any usage\noutside these guidelines dilutes the effectiveness of the Logo and is strictly\nprohibited.\n\nMicrosoft reserves the right to change the Logo and\/or these Guidelines at any\ntime at its discretion. Third parties shall comply with the Guidelines as\namended from time to time.\n\nUSING THE MICROSOFT VISUAL BASIC TECHNOLOGY LOGO\n\n-        Use the Logo only to promote Microsoft Visual Basic and indicate that\n         your product includes Microsoft Visual Basic-based technology.\n\n-        Microsoft will provide you with electronic artwork of the Logo. You may\n         not alter this artwork in any way.\n\n-        This Logo is for use only as a graphical representation of the\n         Microsoft Visual Basic Technology, and can only be used by companies\n         that integrate VBA3 into their products under a separate agreement. The\n         Logo may be used on product packaging as well as in channel,\n         collateral, advertising, direct mail, and events promotion materials\n         and on Web sites where it is used to refer to the products that have\n         integrated VBA3.\n\n\n\n                                                                              22\n\n\n                                    EXHIBIT B\n\n-        The Logo is owned by Microsoft Corporation. All use of the Logo should\n         include the following notice: 'Microsoft and Visual Basic are\n         registered trademarks in the United States and other countries and the\n         Microsoft Visual Basic Technology logo is a trademark of Microsoft\n         Corporation'. A registered trademark symbol ((R)) must appear in the\n         upper-right corner immediately following the words 'Microsoft' and\n         'Visual Basic'. Do not remove any trademark symbols or alter the Logo\n         in any way.\n\n-        The product name for Microsoft Visual Basic programming system should\n         appear as 'Microsoft(R) Visual Basic(R)' at the first and most\n         prominent use in all materials and can thereafter be referred to as\n         'Visual Basic'.\n\n-        Microsoft owns the Microsoft Visual Basic Technology Logo and all use\n         of the Logo will inure to the benefit of Microsoft. Third parties shall\n         employ best efforts to use the Logo in a manner that does not derogate\n         from Microsoft's rights in the Logo and will take no action that will\n         interfere with or diminish Microsoft's rights in the Logo. Third\n         parties should not adopt, use, or register any corporate name, trade\n         name, trademark, service mark or certification mark, trade dress, or\n         other designation similar to, or containing in whole or in part, the\n         Logo.\n\n-        The Logo may not be used in a manner that would imply that your company\n         or any goods or services provided by your company are sponsored or\n         endorsed by, or affiliated with Microsoft.\n\n-        You may not display the Logo on packaging, documentation, collateral,\n         or advertising in a manner which suggests that your Product is a\n         Microsoft product, or in a manner which suggests that Microsoft is a\n         part of your Product name.\n\n-        Do not use the Logo to disparage Microsoft Corporation, its\n         subsidiaries, products, or services, or for promotional goods or for\n         products which, in MS' reasonable judgment, may diminish or otherwise\n         damage MS' goodwill in the Logo, including but not limited to uses\n         which could be deemed to be obscene, pornographic, excessively violent,\n         or otherwise in poor taste or unlawful, or which purpose is to\n         encourage unlawful activities.\n\n-        Do not imitate Microsoft's product packaging or the Logo in any of your\n         materials, including advertising, product packaging, and promotional\n         materials.\n\n-        The Logo or the names 'Microsoft', 'Microsoft Visual Basic', or 'Visual\n         Basic' cannot appear larger and\/or more prominent than your trade name,\n         service name, product name, or trademark on any materials produced or\n         distributed by your company.\n\n-        Microsoft reserves the right to object to unfair uses or misuses of its\n         trademarks or other violations of applicable law.\n\n\nSPACING\n\n-        The Logo must stand alone. A minimum amount of empty space must\n         surround the Logo so as to separate it from any other object such as\n         type, photography, borders, edges, and so on. The required border of\n         empty space around the Logo must be 1\/2x wide, where x equals the\n         height of the Logo.\n\n-        You may not combine the Logo with any other object, including, but not\n         limited to, other logos, words, graphics, photos, slogans, numbers,\n         design features, or symbols.\n\n-        The Logo may not be used as a design feature on your Product, Product\n         packaging, documentation, collateral, or advertising.\n\n\nMINIMUM SIZE\n\n-        All the elements of the Logo must maintain integrity. For example, the\n         logotype and trademark notations must be readable. In no case should\n         the Logo appear in such a small size that these conditions are not met.\n\n-        Redraws, distortions, or animation of the Logo are not permitted.\n\n\nFOUR-COLOR APPLICATIONS\n\n\nCOLORS\n\n\n\n                                      -2-\n\n                                    EXHIBIT B\n\nThe multicolored version is the preferred way of reproducing the Logo. The three\nPANTONE(R) Matching System (PMS) colors are:\n\nBlue   PMS 279 C (top)\nRed    PMS 172 C (middle)\nYellow PMS 123 C (bottom)\nFour-color process (CMYK) equivalents can also be used.\n\nThe four-color version can be reproduced only as described here. The colors must\nappear in the positions described.\n\n\nBLACK-AND-WHITE OR ONE-COLOR APPLICATIONS\n\nThe Logo can also be used in a black-and-white application with the colored\nareas replaced with gray.\n\n\nACCESSING THE ONLINE FILES\n\nThe following files are provided in Encapsulated PostScript(R) (EPS), Windows(R)\nmetafile (WMF) format, and bitmap files. Use the EPS files for materials printed\nto a PostScript-comptible printer. Use the Windows metafile to print to a\nnon-PostScript printer or for on-screen representations. Use the bitmap for\non-screen representations only. The files should not be opened and edited, only\nplaced (for example, select 'import...picture') into software programs such as\ncommon page-layout or presentation programs, word-processing software, and so\nforth.\n\nDue to translation problems between the Mac(TM) and PC, Mac EPS images lose\ntheir preview. When you place them into your page layout document, you will see\na big 'X' instead of the preview. The image will still print correctly and the\nbounding box accurately shows the size of the image. EPS images are sizable.\n\nPC EPS images only have black-and-white previews. If you choose to use a color\nPC EPS, it will still preview in black and white. When you print it, the color\nwill print correctly.\n\nEPS format is device-dependent, so the resolution of the device you are printing\nto is the resolution you will achieve.\n\n\nTO EXPORT OBJECT FROM WORD:\n\n1. Select object.\n2. Select Edit Package Object.\n3. Select Edit Package.\n4. Select File Save Contents.\n\n5. Under File Name, name the file with the same extension as the object you have\n   selected.\n\n\nMICROSOFT VISUAL BASIC LOGO ART FILES\n\n\nMacintosh(R) Encapsulated PostScripT\n\nPC Encapsulated PostScript\nPC Windows Metafile\nPC BMP\n\n\nQUALITY CONTROL\n\nMicrosoft reserves the right to review your use of the Logo and to conduct spot\nchecks on all Products, Product packaging, marketing materials, and\ndocumentation and may periodically send out requests for samples. Microsoft may\nalso conduct spot checks in retail outlets and other product sources to monitor\nyour compliance with the Logo License Agreement and these Logo Usage Guidelines.\nRefusal to submit samples, non-compliance with your Logo License Agreement and\nwith these Guidelines, or failure to correct any deficiencies in your use of the\nLogo and\/or in the quality of the Product used in conjunction with the Logo upon\nreasonable notice from Microsoft could result in revocation of your license to\nuse the Logo.\n\n\n\n(C)1996 Microsoft Corporation.  All rights reserved.\n\n\n\n                                       -3-\n\n\n                                    EXHIBIT B\n\nMicrosoft, Visual Basic, Visual C++, and Windows are registered trademarks and\nVisual FoxPro and the Microsoft Visual Basic Technology logo are trademarks of\nMicrosoft Corporation in the United States and other countries.\n\n\n\nPostScript is a registered trademark of Adobe Systems, Inc. Macintosh is a\nregistered trademark and Mac is a trademark of Apple Computer, Inc. PANTONE is a\nregistered trademark of Pantone, Inc.\n\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221,8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42487","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42487","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=42487"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42487"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42487"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42487"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}