{"id":42760,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sagent-kk-non-exclusive-japanese-distribution-agreement-sagent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sagent-kk-non-exclusive-japanese-distribution-agreement-sagent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sagent-kk-non-exclusive-japanese-distribution-agreement-sagent.html","title":{"rendered":"Sagent KK Non-Exclusive Japanese Distribution Agreement &#8211; Sagent KK Japan and Kawasaki Steel Systems R &#038; D Corp."},"content":{"rendered":"<pre>             Sagent KK Non-Exclusive Japanese Distribution Agreement\n\n\n                                 Sagent KK Japan\n\n                                       and\n\n                     Kawasaki Steel Systems R&amp;D Corporation\n\n\n\n\n                                December 17, 1997\n                          Palo Alto, California, U.S.A\n\n\n\n\n\n                     SAGENT KK NON-EXCLUSIVE JAPANESE DISTRIBUTION AGREEMENT\n\n\n\nThis Sagent KK Non-Exclusive Japanese Distribution Agreement ('Agreement'),\neffective as of this day of ____________________ (the 'Effective Date'), is \nentered into at Palo Alto, California, U.S.A., by and between Sagent KK Japan,\nhaving offices in Japan ('Sagent KK'), and Kawasaki Steel Systems R&amp;D\nCorporation, having offices at 3-3-3, Toyosu, Koto-ku, Tokyo 135, Japan\n('Distributor').\n\n\n\nBACKGROUND\n\nSagent KK is in the business of developing and licensing computer software.\nDistributor desires to market and distribute such computer software in the\nTerritory (as defined below), and Sagent KK agrees to authorize Distributor to\nso market and distribute such computer software, pursuant to the terms and\nconditions set forth below.\n\n\n\nAGREEMENT\n\nNow, therefore, in consideration of the foregoing and the mutual covenants and\nconditions contained herein, the parties agree as follows:\n\n\n\n1.      DEFINITIONS\n\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 KK in Sagent\nKK's sole discretion from time to time during the term of this Agreement.\n\n        1.2 'Software Products' shall mean the computer software in executable\nform in the Products.\n\n        1.3 'Manuals' shall means the quick reference, manuals, technical\nreferences etc. all of which are fixed to the paper as documents with respect to\nthe Products.\n\n\n\n        1.4 Sale and Purchase of Products. All references in this Agreement to\nthe 'sale' or 'selling' of Products that are computer software shall mean a\nlicense to use such Products and the sale of the tangible media on which the\nProducts are distributed. All references in this Agreement to the 'purchase' of\nProducts that are computer software shall mean a license to use such Products\nand the purchase of the tangible media on which the Products are distributed.\n\n        1.5 'Territory' shall be all of Japan.\n\n        1.6 'Acceptance Date' shall have the meaning set forth in Section 13.1.\n\n\n\n2.      APPOINTMENT\n\n\n        2.1 Appointment of Distributor. Conditioned upon Distributor's continued\nsatisfaction of the terms and conditions of this Agreement, Sagent KK hereby\nappoints Distributor, and Distributor hereby accepts appointment, as Sagent KK's\nnon-exclusive Distributor for the licensing, sale and distribution of Products\nto customers in the Territory only for use in the Territory, provided that the\nsaid customer may export its application programs developed by it using the\nProducts to its subsidiary or affiliated companies located outside the\nTerritory. Distributor shall not reproduce the Products, and Distributor shall\nnot license, sell or distribute the Products except as expressly set forth in\nthis Agreement. Distributor agrees that it shall not offer for sale, sell,\nlicense or otherwise distribute Products acquired by it from any entity other\nthan directly from Sagent KK without the prior written approval of Sagent KK.\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 KK; \n\n\nprovided, however, that any compensation to such subdistributors shall be solely\nthe Distributor's responsibility. Any agreement with such agent or\nsubdistributor with respect to Products shall be coterminous with this\nAgreement.\n\n        2.4 Independent Contractor Status. The relationship of Sagent KK and\nDistributor established by this Agreement is that of independent contractors,\nand neither party is an employee, agent, partner or joint venture of the other.\nDistributor shall not be considered an agent or legal representative of Sagent\nKK for 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 KK. Distributor is not granted and shall not exercise the right or\nauthority to assume or create any obligation or responsibility on behalf of or\nin the name of Sagent KK. All sales and other agreements between Distributor and\nits customers and subdistributors are Distributor's sole responsibility and will\nhave no effect on Sagent KK's obligations 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 KK, except as may be specifically authorized in\nadvance in writing in each case by Sagent KK.\n\n        2.6 No Other Rights. Except as expressly provided in this Agreement, no\nright, title or interest is granted by Sagent KK to Distributor. Sagent KK may\ndistribute the Products in the Territory, either directly or indirectly, for any\nand all uses, and no right, title or interest is granted by Sagent KK to\nDistributor relating to products other than the Products.\n\n3.      OBLIGATIONS OF DISTRIBUTOR\n\n\n        3.1 Diligence. Distributor shall use its commercially reasonable efforts\nto promote the marketing and distribution of the Products.\n\n\n        3.2 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        3.3 Promotional Materials. Distributor shall maintain an adequate\ninventory of Sagent KK'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. Distributor shall translate\nSales Materials into all applicable languages of the Territory at Distributor's\nsole expense for distribution to customers, and Distributor shall prepare and\ndistribute such translated Sales Materials in a professional format consistent\nwith Sagent KK's original materials, subject to final approval by Sagent KK\n('Translated Works'). Distributor agrees that all Translated Works created by\nDistributor, and all intellectual property rights therein, shall be the sole\nproperty of Sagent KK, and Distributor hereby assigns to Sagent KK all worldwide\nright, title, and interest to the Translated Works and all intellectual property\ntherein.\n\n3.4    Reports.\n\n                  3.4.1 Annual Financial Reports. Distributor shall provide to\nSagent KK annual audited financial reports, which reports shall (i) be provided\nto Sagent KK no later than three (3) months after the close of Distributor's\napplicable fiscal year, and (ii) be treated as Confidential Information pursuant\nto the terms of Article 10 below.\n\n                  3.4.2 Sales Activities. Within thirty (30) days after the end\nof each calendar quarter, Distributor shall send to Sagent KK a sales activities\nreport including the names of customers, quantities of Products purchased, Yen\namounts invoiced to and received from such customers, and customer backlog and\ninventory status of Products, and further shall maintain records of the same.\n\n\n        3.5 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 KK to\nDistributor; and Sagent KK shall provide to Distributor any such instructions,\nprecautions, and other warnings as Sagent KK in its sole discretion deems\nnecessary or desirable.\n\n        3.6 Product Representations. Distributor shall not to make any\nrepresentations with respect to the Products other than those expressly\nauthorized in writing in Sagent KK's written data sheets.\n\n        3.7 Indemnification. Distributor agrees to indemnify and hold Sagent KK,\nits officers, directors, employees, successors, and assigns harmless from and\nagainst any and all losses, damages, or expenses of whatever form or nature,\nincluding reasonable attorneys' fees and other reasonable costs of legal\ndefense, whether direct or indirect, that they, or any of them, may sustain or\nincur as a result of any acts or omissions of Distributor or any of its\ndirectors, officers, employees, or agents, including but not limited to (i)\nbreach of any of the provisions of this Agreement, (ii) negligence or other\ntortious conduct, (iii) representations or statements not specifically\nauthorized by Sagent KK herein or otherwise in writing, or (iv) violation by\nDistributor (or any of its directors, officers, employees, or agents) of any\napplicable law, regulation, or order in or of the Territory or the United\nStates.\n\n4.      PRODUCTS\n\n\n        4.1 Product Prices. The prices to be paid by Distributor to Sagent KK\nfor Products hereunder shall be List Prices for the Products less the\ndiscount(s) set forth in Exhibit-B attached hereto ('Prices'). 'List Prices' as\nused herein shall mean the prices set forth in Sagent KK's then-current customer\nprice schedules or bulletins. Prices shall be F.O.B. Sagent KK's facilities in\nTokyo, Japan. All prices are expressed and shall be payable in Japanese Yen. The\ndifference between List Prices and Prices shall be Distributor's sole\nremuneration from Sagent KK for the distribution and sale of Products hereunder.\n\n\n               Sagent KK gives Distributor an option ('Option') to increase\ndiscount rate as set forth in Exhibit-B hereto. Distributor may exercise the\nOption by providing written notice to Sagent KK thirty (30) days prior to the\nfirst anniversary of the Acceptance Date. In this case, the quarterly minimum\nguaranteed revenue of Sagent KK as set forth in Exhibit C attached hereto shall\nincrease as set forth therein.\n\n        4.2 Price Changes. List Prices are subject to change by Sagent KK at any\ntime in its sole discretion. List Price changes shall be effective immediately\nand applicable to all purchase orders whether or not accepted prior to the\neffective date of the List Price change.\n\n        4.3 Product Changes. Sagent KK reserves the right from time to time in\nits sole discretion, without incurring any liability to Distributor with respect\nto any previously placed Purchase Order (as defined in Section 5.1 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 prior consent of Distributor, to materially change its sales and\ndistribution policies which may affect the conditions contained in this\nAgreement, not inconsistent with the terms of this Agreement.\n\n        4.4 Discontinued Product. In the event Sagent KK discontinues sale of\nany Product, it shall give Distributor prompt notice thereof. Within sixty (60)\ndays following 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\nKK.\n\n5.      PURCHASE ORDERS\n\n\n        5.1 Purchase Orders. All orders for Products submitted by Distributor\nshall be initiated by written purchase order in form acceptable to Sagent KK\n(each a \n\n\n'Purchase Order'); provided, however, that an order may initially be placed\norally, by fax or by e-mail if a confirmational Purchase Order is received by\nSagent KK within five (5) days of said oral, fax, or e-mail order. All Purchase\nOrders for Products are subject to acceptance by Sagent KK in writing, and\nSagent KK shall have no liability to Distributor with respect to Purchase Orders\nthat are not accepted. No partial acceptance of a Purchase Order shall\nconstitute the acceptance of the entire Purchase Order, absent the written\nacceptance of such entire Purchase Order.\n\n        5.2 Agreement Governs. Purchase Orders shall be governed by the terms of\nthis Agreement. Nothing contained in any Purchase Order shall in any way modify\nor delete the terms and conditions contained herein or add any additional or\ndifferent terms or conditions to the terms and conditions of this Agreement.\n\n        5.3 Order Changes. Purchase Orders may be canceled only with Sagent KK'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\n5.4    Marketing.\n\n                  5.4.1 Use of Proprietary Right. Distributor may represent\nitself as 'the authorized distributor of Sagent Technology, Inc. ('Sagent US')\nand is authorized by Sagent KK to use, and shall use, the trademarks, trade\nnames, and logos that Sagent KK uses for the Products in connection with\nDistributor's advertisement, promotion, and distribution of the Products,\nprovided that Sagent KK shall have reviewed and approved of all materials used\nin connection therewith. Distributor's use of such trademarks, trade names, and\nlogos will be in accordance with Sagent KK policies in effect from time to time\nregarding trademark, trade name, and logo usage. Distributor agrees not to affix\nany Sagent KK trademark, trade name, or logo to any non-Sagent KK product.\n\n                  5.4.2 Grant of Proprietary Right. Distributor will include on\neach Product that it distributes, and on all containers and storage media\nthereof, all \n\n\ntrademark, trade name, copyright, and other notices of proprietary rights\nincluded by Sagent KK on such Product. Distributor agrees not to alter, erase,\ndeface, or overprint any such notice on anything provided by Sagent KK.\nDistributor has paid no consideration for the use of Sagent KK's trademarks,\ntrade names, Logos, or copyrights, and nothing contained in this Agreement shall\ngive Distributor any interest in any of them. Distributor acknowledges that\nSagent KK owes and retains all copyrights and other proprietary rights in the\nProducts and agrees that it will not at any time during or after the term of\nthis Agreement assert or claim any interest in or do anything that may adversely\naffect the validity or enforceability of any trademark, trade name, copyright,\nor logo belonging to or licensed to Sagent KK (including, without limitation,\nany act, or assistance to any act, which may infringe on lead to the\ninfringement of any copyright in the Products).\n\n                  5.4.3 Protection of Proprietary Right. Distributor agrees to\nuse reasonable efforts to protect Sagent KK's and Sagent US' proprietary rights\nand to cooperate without charge in Sagent KK's and Sagent US's efforts to\nprotect its proprietary rights. Distributor agrees to promptly notify Sagent KK\nand Sagent US of any known or suspected breach of Sagent KK's or Sagent US's\nproprietary rights that comes to Distributor's attention. If the party\ncommitting, or suspected to be committing, such a breach is a customer of\nDistributor, Distributor shall take legal action, at its own expense, against\nsuch party so as to immediately terminate any such breach.\n\n6.      PAYMENT; TAXES\n\n\n        6.1 Payment Terms. Payment of any and all amounts due under this\nAgreement shall be in Japanese Yen. Distributor shall either (i) pay for\nProducts at the end of the immediately following month during which Distributor\nreceives such Products by wire transfer to Sagent KK's designated bank account.\nAll exchange, interest, banking, collection and other charges shall be at\nDistributor's expense.\n\n        6.2 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 KK pursuant to the provisions of this\nAgreement.\n\n\n        6.3 Taxes. Prices do not include and are net of any domestic\ngovernmental taxes or charges of any kind that may be applicable to the sale,\nlicensing, marketing or distribution of the Products, including without\nlimitation excise, sales, use, consumption or value-added taxes. Distributor\nshall be responsible for and shall pay all such taxes and charges levied against\nSagent KK in a timely manner. When Sagent KK has the legal obligation to pay or\ncollect such taxes, excluding consumption tax and taxes on the income of Sagent\nKK, the appropriate amount shall be invoiced to Distributor and paid by\nDistributor within thirty (30) days of the date of invoice unless Distributor\nprovides Sagent KK with a valid tax exemption certificate authorized by the\nappropriate taxing authority.\n\n7.      DELIVERY; REJECTION\n\n\n        7.1 Shipment and Delivery. Sagent KK shall furnish Distributor with at\nleast a single master copy of the current versions of the Products as well as\nUnited States version of the same, and shall hereafter furnish to Distributor a\nsingle master copy (collectively 'Master Copies'') of any and all improvements,\nmodifications, and enhancements to the Products that Sagent KK does not furnish\nto its licensees as a separately priced product. Ownership of, and title to,\nsuch master copies and all such improvements, modifications, and enhancements\nthereto, and any reproductions thereof, shall at all times remain with Sagent\nKK. Such improvements, modifications, and enhancements shall be distributed by\nDistributor pursuant to the terms and conditions of this Agreement. All other\nimprovements, modifications, and enhancements to the Products, all new versions\nand releases of the Products, and all new Products that are in the same product\nline as the Products shall be distributed by Distributor if and only if Sagent\nKK requires that Distributor distribute such software. Such distribution shall\nbe on the terms and conditions of this Agreement.\n\n               Sagent KK shall deliver a Master Copy of Software Products in a\nsuitable pack for shipment in Sagent KK's standard shipping cartons to\nDistributor in time for official release date of each version of the Products.\n\n\n\nManuals delivered pursuant to the terms of this Agreement shall be suitably\npacked for shipment in Sagent KK's standard shipping cartons, marked for\nshipment to the destination specified in Distributor's Purchase Order, and\ndelivered to the carrier agent F.O.B. Sagent KK's facility in Tokyo, Japan, at\nwhich time risk of loss shall pass to Distributor. Unless otherwise specified in\nwriting by Distributor in Distributor's purchase order, Sagent KK shall select\nthe carrier. All freight, insurance, and other shipping expenses, as well as\nexpenses for any special packing requested by Distributor and provided by Sagent\nKK, shall be paid by Distributor. All shipment and freight charges shall be\ndeemed correct unless Sagent KK receives from Distributor, no later than fifteen\n(15) days after the date of shipment, a written notice specifying the shipment,\nthe purchase order number, and the exact nature of the discrepancy between the\norder and the shipment in number or type of Products shipped, or freight or\nother charges, as the case may be. Sagent KK may cease any and all shipments of\nProducts until Distributor is in full performance of its obligations under\nArticle 6 above.\n\n        7.2 Title. Sagent KK shall retain all right, title and interest in and\nto Products delivered to Distributor until Sagent KK has received all applicable\npayments therefor.\n\n        7.3 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 KK of its rejection and request a Return Material\nAuthorization ('RMA') number, and (ii) within ten (10) days of receipt of the\nRMA number from Sagent KK return such rejected Product to Sagent KK, freight\nprepaid and properly insured (such freight and insurance premium being Sagent\nKK's account). Products not rejected within the foregoing time periods shall be\ndeemed accepted by Distributor. In the event that Sagent KK determines that the\nreturned Product is defective and properly rejected by Distributor, Sagent KK\nshall at its option, repair or replace such defective Product, or accept return\nfor credit of such defective Product. Sagent KK shall return to \n\n\nDistributor, freight prepaid, all repaired or replaced Products properly\nrejected by Distributor. In the event that any rejected Product is determined by\nSagent KK to not be defective or to have been modified or subjected to unusual\nelectrical or physical stress, misuse, abuse or unauthorized repair attributable\nto Distributor, Distributor shall reimburse Sagent KK for all costs and expenses\nrelated to the inspection, repair, if any, and return of such Product to\nDistributor.\n\n        7.4 Returned Product. Distributor shall only return Products to Sagent\nKK with Sagent KK's prior written approval. Any Product returned to Sagent KK by\nDistributor as authorized under this Agreement shall be shipped, freight\nprepaid, F.O.B. Sagent KK's address first set forth above or such other location\nas Sagent KK may instruct Distributor, and shall be packed in its original\npacking material. Sagent KK may refuse to accept any Product not packed and\nshipped as herein provided.\n\n8.      TECHNICAL SUPPORT\n\n\n        8.1 Support by Distributor. Distributor shall be solely responsible for\nsupporting all Products distributed hereunder. Distributor shall provide\nreasonable technical support to customers, including without limitation (i)\nmaintaining trained and competent technical and engineering support personnel\nfor the Products who are sufficiently knowledgeable with respect to the Products\nto answer customer questions regarding the use and operation of Products, (ii)\ndesignating a technical liaison to coordinate Distributor's technical support\nprovided to Customers, (iii) responding promptly to requests for technical\nsupport from customers, and (iv) providing technical support services to address\nand resolve customers' support requests with respect to the Products.\nDistributor shall ensure that Distributor's technical and engineering support\npersonnel attend any training required by Sagent KK with respect to the\nProducts. Sagent KK shall make available to Distributor such training and\ntechnical classes as necessary to comply with this Section 8.1(i).\n\n                  8.1.1 Frontline Support. Distributor shall ensure that all\ncustomer questions regarding use or operation of Products are initially\naddressed to and answered by Distributor. Unless otherwise agreed in writing by\nSagent KK, \n\n\nDistributor shall not represent to any third party that Sagent KK is\navailable to answer questions from any customer directly.\n\n                  8.1.2 Conformance with Sagent KK Policy. Distributor will\nprovide prompt and effective service and repair of Products in the Territory in\naccordance with Sagent KK's standard support policies then in effect.\n\n                  8.1.3 Additional Responsibilities. Without limiting the\nforegoing and in addition to any other obligations set forth in Sagent KK's then\ncurrent support terms and conditions, Distributor also shall be responsible for\n(i) providing sufficient information to Sagent KK for Sagent KK to duplicate any\nreported error in the Products; (ii) incorporating updates into the Products\npromptly upon receipt thereof; (iii) reporting errors promptly in Japanese and\nin writing in accordance with Sagent KK's standard support procedures; and (iv)\nproviding reasonable cooperation and full information to Sagent KK in the\nfurnishing of support for the Products.\n\n        8.2 Support by Sagent KK. Sagent KK shall use reasonable efforts to\nprovide to Distributor such back-up telephone or electronic-mail technical\nsupport as Sagent KK makes generally available to its distributors other than\nDistributor. Such telephone support shall be provided during Sagent KK's normal\nbusiness hours (Monday through Friday, 9:00 a.m. - 5:00 p.m.) Japanese Standard\nTime, excluding Sagent KK holidays). With respect to Computer Software Products,\nSagent KK will provide support for the then-current versions of such computer\nsoftware Products, and the latest two versions thereof from then current\nversion. In the case of the Products, Sagent KK shall be responsible for testing\nof so version upped Product.\n\n               To achieve the objectives of the foregoing, Sagent KK shall\nmaintain trained and competent technical and engineering support personnel for\nthe Products who are sufficiently knowledgeable with respect to the Products to\nanswer customer questions regarding the use and operation of the Products, as\nwell as trained and competent training personnel for the Products who are\nsufficiently knowledgeable with respect to the Products to answer customer\nquestions regarding the use and operation of the Products.\n\n\n        Sagent KK shall furnish Distributor with the following information in a\ntimely manner:\n\n       a.     known bug information and known bug fixes, if any;\n\n       b.     information on road map of future product line;\n\n       c.     technical information on improvement, modification or enhancement;\n              and\n\n       d.     other technical information as is reasonably necessary.\n\n        In addition to the above, it is specifically understand and agreed to\nthat Sagent US shall furnish hot-fix as a priority matter.\n\n9.      DISCLAIMER OF WARRANTY\n\n\nSAGENT KK MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, IMPLIED OR\nOTHERWISE, AND SAGENT KK 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 KK DOES NOT EXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT\nBE EXCLUDED OR LIMITED BY LAW.\n\n10.     CONFIDENTIALITY AND PROPRIETARY RIGHTS\n\n\n        10.1 Confidentiality. Distributor acknowledges that by reason of its\nrelationship to Sagent KK hereunder it will have access to certain information\nand materials concerning Sagent KK's business, plans, customers, technology, and\nproducts that are confidential and of substantial value to Sagent KK, which\nvalue would 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 \n\n\n\nthe account of any third party, nor disclose to any third party, any\nConfidential Information revealed to it by Sagent KK. Distributor shall take\nevery reasonable precaution to protect the confidentiality of Confidential\nInformation. Upon request by Distributor, Sagent KK shall advise whether or not\nit considers any particular information or materials to be confidential.\nDistributor shall not publish any technical description of the Products beyond\nthe description published by Sagent KK. In the event of termination of this\nAgreement, there shall be no use or disclosure by Distributor of any\nConfidential Information of Sagent KK, and Distributor shall not reproduce,\nmanufacture, have reproduced or have manufactured any computer software\nprograms, devices, components or assemblies utilizing any of Sagent KK's\nconfidential information. The foregoing confidentiality obligation shall cease\nafter two years of at any termination of this Agreement for whatever reason\ntherefor.\n\n        10.2 Proprietary Rights. Distributor agrees that Sagent KK retains all\nof its right, title and interest in and to all patents, trademarks, trade names,\ninventions, copyrights, know-how and trade secrets relating to the Products or\nthe product lines that include the Products, and the design, manufacture,\noperation or service of the Products. The use by 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 KK on or in any Product.\n\n11.     INTELLECTUAL PROPERTY INDEMNIFICATION\n\n\n        11.1 Limited Indemnity. Distributor agrees that Sagent KK has the right\nto defend, or at its option to settle, and Sagent KK agrees, at its own expense,\nto defend or at its option to settle, any third party claim, suit or proceeding\n(collectively, 'Action') brought against Distributor alleging the Products\ninfringe any U.S.A. or Japanese patent, copyright or trademark in existence as\nof the Effective Date or comes into existence during the term of this Agreement,\nsubject to the limitations hereinafter set forth. Sagent KK shall have sole\ncontrol of any such Action or settlement negotiations, and Sagent KK agrees to\npay, subject to the limitation hereinafter set \n\n\nforth, any final judgment entered against Distributor on such issue in any such\nAction defended by Sagent KK. Distributor agrees that Sagent KK will be relieved\nof the foregoing obligations unless Distributor notifies Sagent KK in writing of\nsuch Action within five (5) days after becoming aware of such action, gives\nSagent KK authority to proceed as contemplated herein, and gives Sagent KK\nproper and full information and assistance to settle and\/or defend any such\nAction. If it is adjudicatively determined, or if Sagent KK believes, that the\nProducts, or any part thereof, infringe any patent, copyright or trademark, or\nif the sale or use of the Products, or any part thereof, is, as a result,\nenjoined, then Sagent KK may, at its election, option, and expense: (i) procure\nfor Distributor the right under such copyright or trademark to sell or use, as\nappropriate, the Products or such part thereof; (ii) replace the Products, or\npart thereof, with other non-infringing suitable products or parts; (iii)\nsuitably modify the Products or part thereof; or (iv) remove the Products, or\npart thereof, terminate distribution or sale thereof and refund the payments\npaid by Distributor for such Products less a reasonable amount for use and\ndamage. Sagent KK shall not be liable for any costs or expenses incurred without\nits prior written authorization, or for any installation costs of any replaced\nProducts.\n\n        11.2 Limitations. Notwithstanding the provisions of Section 11.1 above,\nSagent KK assumes no liability for infringement claims arising from (i)\ncombination of the Products or portions thereof with other software not provided\nby Sagent KK if such infringement would not have occurred but for such\ncombination, or (ii) the modification of the Products or portions thereof unless\nsuch modification was made or authorized by Sagent KK, when such infringement\nwould not have occurred but for such modification.\n\n        11.3 Disclaimer. SAGENT KK'S LIABILITY ARISING OUT OF OR RELATING TO\nTHIS ARTICLE 11 SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY DISTRIBUTOR TO\nSAGENT KK FOR THE ALLEGEDLY INFRINGING PRODUCTS THAT ARE THE SUBJECT OF THE\nINFRINGEMENT CLAIM. THE FOREGOING PROVISIONS OF THIS ARTICLE 11 STATE THE ENTIRE\nLIABILITY AND OBLIGATION OF SAGENT KK AND THE EXCLUSIVE REMEDY OF DISTRIBUTOR\nWITH RESPECT TO ANY ALLEGED \n\n\nINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR ANY PART\nTHEREOF.\n\n12.     LIMITATION OF LIABILITY\n\n\nIN NO EVENT SHALL SAGENT KK'S LIABILITY ARISING OUT OF OR RELATING TO THIS\nAGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY DISTRIBUTOR TO SAGENT KK\nHEREUNDER, INCLUDING BUT NOT LIMITED TO LIABILITY UNDER ARTICLE 11 ABOVE. IN NO\nEVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF\nSUBSTITUTE GOODS, OR ANY OTHER SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL\nDAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN\nCONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE. THE\nFOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF\nESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.\n\n13.     TERM AND TERMINATION\n\n\n        13.1 Term. Unless earlier terminated pursuant to Section 13.2 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 the date\n(the 'Expiration Date') which is two years after the date ('Acceptance Date')\nwhen Distributor notifies Sagent KK in writing of its acceptance of the\nJapanese. This Agreement automatically shall be extended for additional one (1)\nyear terms unless either party notifies the other in writing of its intent to\nterminate this Agreement at least three (3) months prior to Expiration Date or\nits anniversary, provided, however, the quarterly guaranteed minimum revenue\nstipulated in Exhibit C is agreed upon by Sagent KK and Distributor on or prior\nto Expiration Date or its anniversary. The forgoing shall apply in mutatis\nmutandis for so extended term.\n\n\n        13.2 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                  13.2.1 By either party upon written notice of termination if\nthe other party breaches any material term or condition of this Agreement and\nfails to cure that breach within thirty (30) days after receiving written notice\nstating the nature of the breach and the non-breaching party's intent to\nterminate; or\n\n                  13.2.2 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                  13.2.3 By Sagent KK, effective immediately, if there should\noccur any material change in the management, ownership, control, sales\npersonnel, sales and marketing capability, or financial condition of\nDistributor; or\n\n                  13.2.4 By Sagent KK, effective immediately, if any law or\nregulation should become adopted or in effect in the Territory that would\nrestrict Sagent KK's termination rights or otherwise invalidate any provisions\nhereof; or\n\n                  13.2.5  By Sagent KK, effective immediately, if Distributor \nshould violate the terms of Section 15.4; or\n\n                  13.2.6  By Sagent KK, effective immediately, in accordance \nwith provisions of Sections 14.3; or\n\n                  13.2.7 By Sagent KK, effective immediately, if Distributor\nknowingly makes any false or untrue statements or representations to Sagent KK\nherein or in the performance of its obligations hereunder.\n\n\n        13.3 Purchase Orders; No Waiver. Notwithstanding the foregoing,\nDistributor shall be obligated to accept deliveries of Products for which\nPurchase Orders were accepted by Sagent KK prior to the effective date of\ntermination. After any notice of termination has been delivered by either party\nhereunder, deliveries of Product from Sagent KK to Distributor, unless otherwise\nagreed by Sagent KK in its sole discretion, shall require prepayment by wire\ntransfer by Distributor to Sagent KK. The acceptance of any Purchase Order for\nthe sale of any Product to Distributor after the termination or expiration of\nthis Agreement shall not be construed as a renewal or extension of this\nAgreement nor as a waiver of termination of this Agreement.\n\n        13.4 Rights of Parties Upon Termination or Expiration. The following\nprovisions shall apply on the termination or expiration of this Agreement.\n\n                  13.4.1 Cessation of Sales Activities. Distributor shall cease\nall sales and other activities on behalf of Sagent KK and shall return to Sagent\nKK and immediately cease all use of Confidential Information previously\nfurnished by Sagent KK and then in Distributor's possession. Distributor shall\nadditionally turn over to Sagent KK Distributor's current customer mailing list\nand take such action as is necessary to terminate Distributor's registration as\nSagent KK's sales representative with any governmental authority.\n\n                  13.4.2 Acceleration of Amounts Owed. All indebtedness of\nDistributor to Sagent KK shall become immediately due and payable without\nfurther notice or demand, which is hereby expressly waived, and Sagent KK shall\nbe entitled to reimbursement for any reasonable attorneys' fees that it may\nincur in collecting or enforcing payment of such obligations;\n\n                  13.4.3 No Obligation to Repurchase. Sagent KK shall have no\nobligation to repurchase or to credit Distributor for its inventory of Products\nat the time of termination of this Agreement. Sagent KK may, at its sole option,\nrepurchase from Distributor, at Sagent KK's then current list prices less any\napplicable then current discounts or at the net prices paid by Distributor,\nwhichever are lower, any or \n\n\n\nall inventory of Products originally purchased by Distributor from Sagent KK and\nremaining unsold by Distributor.\n\n        13.5 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 KK or Distributor. Termination shall\nnot, however, relieve either party of obligations incurred prior to the\ntermination.\n\n        13.6 Survival. Except for termination by Sagent KK pursuant to Section\n13.2.1 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 14 and Sections 2.2, and 3.7 shall\nsurvive. In addition to the foregoing provisions, the following provisions shall\nsurvive any termination or expiration of this Agreement: Articles 1, 9, 10 and\n11 and 14, and Sections 2.4, 2.6, 5.2, 7.2, 13.4, 13.6, 15.1, 15.3 and 15.5.\n\n14.     COMPLIANCE WITH LAWS\n\n\n        14.1 Export Control. Any and all obligations of Sagent KK 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\nre-export the Products or technical data related thereto except in conformity\nwith such laws and regulations.\n\n\n                  14.1.1 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, re-export, and\/or transshipment of the Products or technical data\ndisclosed or provided to Distributor, as applicable, without such written\nauthorization, Distributor shall not export, re-export, or transship, directly\nor indirectly, the Products or technical data, to country groups S or Z (as\ndefined in the Export Administration Regulations), which currently consist Cuba\nand North Korea, or to Iran, Iraq or Yugoslavia (Serbia and Montenegro), or to\nany other country as to which the U.S. Government has placed an embargo against\nthe shipment of products, which embargo is in effect during the term of this\nAgreement.\n\n                  14.1.2 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        14.2 Liability of Sagent KK. The provisions of this Agreement under\nwhich the liability of Sagent KK is excluded or limited shall not apply to the\nextent that such exclusions or limitations are declared illegal or void under\nthe laws applicable in the countries in which Products are sold hereunder.\n\n        14.3 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 KK 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 KK 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 14.3. Any breach of the provisions of this\n\n\n\nSection 14.3 shall entitle Sagent KK to terminate this Agreement effective\nimmediately upon written notice to Distributor pursuant to Section 13.2 above.\n\n        14.4 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 KK 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\nKK in U.S. dollars, and comply with any and all governmental laws, regulations,\nand orders that may be applicable to Distributor by reason of its execution of\nthis Agreement, including but not limited to any requirement to be registered as\nSagent KK's independent distributor with any governmental authority, and\nincluding but not limited to any and all laws, regulations, or orders that\ngovern or affect the ordering, export, shipment, import, sale (including\ngovernment procurement), delivery, or redelivery of the Products in the\nTerritory. Distributor shall furnish Sagent KK with such documentation as Sagent\nKK may request to confirm Distributor's compliance with this Section 14.4 and\nagrees that it shall not engage in any course of conduct that, in Sagent KK's\nreasonable belief, would cause Sagent KK to be in violation of the laws of any\njurisdiction.\n\n        14.5 Review by Fair Trade Commission. Distributor agrees to file this\nAgreement, if required, with the Japan Fair Trade Commission (the 'JFTC').\nDistributor shall provide Sagent KK with English language translations of all\nnotifications filed in connection with this Agreement promptly after such\nfiling. If the JFTC advises or recommends the amendment or deletion of any terms\nand conditions of, or any addition to, this Agreement pursuant to the Law\nRelating to Prohibition of Private Monopoly and Methods of Preserving Fair Trade\nof Japan and the guidelines promulgated thereunder, Distributor shall\nimmediately inform Sagent KK of such advice or recommendation and the parties\nshall negotiate in good faith to modify this Agreement in accordance with such\nadvice or recommendation. If the parties do not \n\n\nreach agreement within thirty (30) days, either party may terminate this\nAgreement without incurring any further liability or obligation.\n\n        14.6 Local Law. Distributor will notify Sagent KK 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.\n\n15.     MISCELLANEOUS PROVISIONS\n\n\n        15.1 Governing Law. This Agreement shall be governed by and construed\nunder the law of Japan.\n\n        15.2 Jurisdiction; Venue. Except as set forth in Section 15.3 below,\nwith respect to any disputes arising out of or related to this Agreement, the\nparties consent to the exclusive personal jurisdiction of, and venue in, the\nDistrict Court of Tokyo, Japan.\n\n        15.3 Arbitration. Any dispute in which less than S200,000 is a issue and\nno proprietary rights of Sagent KK are at issue shall be submitted to binding\narbitration in English, in Tokyo if initiated by Distributor or in Japanese in\nTokyo if initiated by Sagent KK, under Commercial Arbitration Rules of the\nInternational Chamber of Commerce as then in effect. Three (3) arbitrators will\nhear the dispute. Each party, within thirty (30) days after receipt of a written\ndemand for arbitration, will choose an impartial, independent arbitrator having\nknowledge of and experience in dealing with the international computer industry,\nand the arbitrators so chosen will choose the third and presiding arbitrator,\nwho will be an attorney at law. The award rendered by the arbitrators will be\nfinal and binding and maybe enforced by any court of competent jurisdiction,\nwhether or not either party fails or refuses to participate in the arbitration.\n\n\n        15.4 Assignment. Distributor may not transfer or assign any of its\nrights or obligations under this Agreement without the prior written consent of\nSagent KK. Sagent KK may freely transfer or assign its rights or obligations\nunder this Agreement without the prior written consent of Distributor, provided,\nhowever, Sagent KK shall guarantee the transferee's or assignee's strict\ncompliance of any and all terms and conditions hereunder if such transferee or\nassignee is an Affiliate, as hereinafter defined, of Sagent KK after such\ntransfer or assignment, and Sagent KK shall use its best efforts to inform any\ntransferee or assignee of their obligations after such transfer or assignment if\nsuch transferee or assignee is not an Affiliate after such assignment. Subject\nto the foregoing, this Agreement will be binding upon and inure to the benefit\nof the parties hereto, their successors and assigns. As used herein, an\n'Affiliate' of a company shall mean any business entity which Controls, is\nControlled by, or is under common Control with Sagent KK. As used herein,\n'Control' shall mean the ownership of fifty percent (50%) or more of the voting\nshares of the subject entity entitled to vote in the election of directors (or,\nin the case of an entity that is not a corporation, for the election of the\ncorresponding managing authority).\n\n        15.5 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        15.6 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        15.7 Force Majeure. Except for payment of moneys, neither party shall be\nliable for failure to fulfill its obligations under this Agreement or any\npurchase \n\n\norder issued hereunder or for delays in delivery due to causes beyond its\nreasonable 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        15.8 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        15.9 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        15.10 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 15.10, (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        15.11 Language. This Agreement is in the English language only, which\nlanguage shall be controlling in all respects, and all versions of this\nAgreement in any other language shall not be binding on the parties hereto. All\ncommunications and notices to be made or given pursuant to this Agreement shall\nbe in the English language.\n\n        15.12 Entire Agreement. This Agreement contains the entire understanding\nof the parties with respect to the subject matter hereof and supersedes all\nprior agreements relating thereto, written or oral, between the parties.\nAmendments to this \n\n\nAgreement must be in writing, signed by the duly authorized\nofficers of the parties. The terms of any purchase order are expressly excluded.\n\n        15.13 Injunctive Relief. Distributor agrees that any violation or\nthreatened violation of Sections 10.1, 10.2 or 13.4.3 will cause irreparable\ninjury to Sagent KK, entitling Sagent KK to obtain injunctive relief in addition\nto all legal remedies.\n\n        15.14 Guarantee by Sagent Technology, Inc. Sagent US, a California\ncorporation, having office at 2225, E. Bayshore Rd., Suite 100, Palo Alto, CA\n94303, U.S.A., a parent company which wholly owns Sagent KK, hereby expressly\nagrees that it is jointly and severally responsible for any and all Sagent KK's\nconduct and performance hereunder, compliance hereof, and any other action or\nnon-action required to be taken hereunder.\n\n        In Witness Whereof, the parties hereto have duly executed this Agreement\neffective as of the Effective Date.\n\n\nSagent KK:                             Distributor:\n\nSagent Technology, Inc.                Kawasaki Steel Systems R&amp;D Corporation\n\n\nBy: \/s\/ KEN GARDNER                    By: \/s\/ MASASHI TOMISHIMA\n    -----------------------                -----------------------------------\nName: Ken Gardner                      Name: Masashi Tomishima\n\nTitle: Chairman and CEO                Title:  President &amp; Director\n\n\n\n                                    EXHIBIT A\n\n                                 PRODUCT LISTING\n\n\nSagent KK Technology, Inc. Entire Product Line\n\nUS based Price list attached\n\n\nSagent Data Mart Suite Version 3.0 (US Version) (December 1997)\n\nSagent Data Mart Suite Version 3.0J (Japanese Version) (February 1998)\n\n\n\n\n                                    EXHIBIT B\n\n                            DISCOUNTS TO LIST PRICES\n\n\n[*]% Discount off US List Price for all products sold:\n\n\nIn the case of exercise Option:\n\n\n[*]% Discount off US List Price for all products sold:\n\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                                    EXHIBIT C\n\n                                  PAYMENT TERMS\n\n\nTERMS OF AGREEMENT\n\n\nDistributor agrees to pay the following cost to Sagent KK for the right to\ndistribute Sagent's products. All Payments to Sagent KK will be based on the\nguaranteed minimum US Dollar values as stated in paragraph 1 &amp; 2 below. The\nactual payment amount will then be converted into Yen using the following\nformula. Using the 'closing' TTC exchange rate on the last payment day\nproceeding the actual payment month, all US dollar values will be converted into\nYen:\n\n# Important: This payment schedule is based on the assumption that the Japanese\nVersion 3.0J is released on Feb 15, 1998 with full functionality as described in\nthe Manuals and that KSD accepts it in two (2) weeks from its receipt.\n\n\n1)      First Year annual maintenance fee &amp; Sagent KK Training Fee: $[*] USD\n\n        Second Year Annual Maintenance Fee: $[*] USD\n\n2)      (8) Quarterly minimum Guaranteed revenue:\n\n<font size=\"2\">                                                           \n        March 30, 1998                                           $[*] USD\n        June 30, 1998                                            $[*] USD\n        September 30, 1999                         $[*] USD\n        December 31, 1998                          $[*] USD\n        March 30, 1999                                           $[*] USD\n        June 31, 1999                                            $[*] USD\n        September 30, 1999                         $[*] USD\n        December 31, 1999                          $[*] USD\nin case of exercise of Option:\n        March 31, 1999                                           $[*] USD\n<\/font>\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\n\n                                                           \n        June 30, 1999                                            $[*] USD\n        September 30, 1999                         $[*] USD\n        December 31, 1999                          $[*] USD\n\n\n\n\n\n\n    * Certain information on this page has been\n      omitted and filed separately with the Commission. \n      Confidential treatment has been requested with \n      respect to the omitted portions.\n\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-42760","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\/42760","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=42760"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42760"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42760"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42760"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}