{"id":42823,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-maintenance-and-technical-support-agreement-sagent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-maintenance-and-technical-support-agreement-sagent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-maintenance-and-technical-support-agreement-sagent.html","title":{"rendered":"Software Maintenance and Technical Support Agreement &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                             SAGENT TECHNOLOGY, INC.\n\n[SAGENT LOGO]\n\n                       SOFTWARE MAINTENANCE AND TECHNICAL\n                                SUPPORT AGREEMENT\n\n\nSagent Technology, Inc. ('Sagent') will provide the Support Services listed\nbelow for the Software and the two contacts ('Designated Contacts') named by\nCustomer on page 3 of this agreement.\n\n1. SUPPORT\n\nSagent will establish and maintain an organization and process to provide\nsupport for the Software to Customer. Support shall include (i) diagnosis of\nproblems or performance deficiencies of the Software and (ii) a resolution of\nthe problem or performance deficiencies of the Software. Sagent will provide\ntelephone software support on a business day basis. Business day is defined as\n6:00 AM through 5:00 PM pacific standard time, excluding holidays and weekends.\nIn addition, Sagent will provide an Internet based support system generally\navailable seven (7) days a week, twenty-four (24) hours a day.\n\nSagent will use its best efforts to cure, as described below, reported and\nreproducible errors in the Software. Sagent utilizes the following four (4)\nseverity levels to categorize reported problems:\n\nSEVERITY 1 CRITICAL BUSINESS IMPACT\n\nThe impact of the reported deficiency is such that the customer is unable to\neither use the Software or reasonably continue work using the Software. Sagent\nwill commence work on resolving the deficiency within one (1) hour of\nnotification and will engage staff during business hours until an acceptable\nresolution is achieved.\n\nSEVERITY 2 SIGNIFICANT BUSINESS IMPACT\n\nImportant features of the Software are not working properly and there are no\nacceptable, alternative solutions. While other areas of the Software are not\nimpacted, the reported deficiency has created a significant, negative impact on\nthe Customer's productivity or service level. Sagent will commence work on\nresolving the deficiency within two (2) hours of notification and will engage\nstaff during business hours until an acceptable resolution is achieved.\n\nSEVERITY 3 SOME BUSINESS IMPACT\n\nImportant features of the Software are unavailable, but an alternative solution\nis available or non-essential features of the Software are unavailable with no\nalternative solution. The customer impact, regardless of product usage, is\nminimal loss of operational functionality or implementation resources. Sagent\nwill commence work on resolving the deficiency within one (1) business day of\nnotification and will engage staff during business hours until an acceptable\nresolution is achieved.\n\nSEVERITY 4 MINIMAL BUSINESS IMPACT\n\nCustomer submits a Software information request, software enhancement or\ndocumentation clarification which has no operational impact. The implementation\nor use of the Software by the Customer is continuing and there is no negative\nimpact on productivity. Sagent will provide an initial response regarding the\nrequest within one (1) business week.\n\nThis agreement is not intended as a consulting agreement for customer services.\nWith respect to severity one (1) reported deficiencies, Sagent may, with the\nconcurrence of the Customer, elect to send senior support or development staff\nto the Customer location to accelerate problem resolution. Sagent will be\nresponsible for the costs associated with this escalated problem resolution if\nthe problem is determined to be related to supported \n\n\n                             SAGENT TECHNOLOGY, INC.\n              SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT\n\n\n\n                                                                          Page 1\n\n\nSoftware. If it is determined that the problem was not related to the supported\nSoftware, the Customer agrees to pay reasonable travel and lodging expenses in\naddition to Sagent's standard consulting rates. Travel time will be charged at\nconsulting rates.\n\n2. MAINTENANCE\n\nDuring the term of this agreement, Sagent will provide the Customer with\ncopyrighted patches, updates, releases and new versions of the Software along\nwith other generally available technical material. These maintenance materials\nincluding the Software may not be used to increase the licensed number of\nversions or copies of the Software. The Customer agrees not to use or transfer\nthe prior version but to destroy or archive the prior version of the Software.\nAll patches, updates, release and new versions shall be subject to the license\nagreement related to the Software.\n\n3. WARRANTY\n\nSagent will undertake all reasonable efforts to provide technical assistance\nunder this agreement and to rectify or provide solutions to problems where the\nSoftware does not function as described in the Software documentation, but\nSagent does not guarantee that the problems will be solved or that any item will\nbe error-free. This agreement is only applicable to Sagent Software running\nunder the certified environments specified in the release notes for that\nproduct. Sagent will provide the Customer with substantially the same level of\nservice throughout the term of this agreement. Sagent may from time to time,\nhowever, discontinue Software products or versions and stop supporting Software\nproducts or versions one year after discontinuance, or otherwise discontinue any\nsupport service. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,\nCONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD PARTY, EXPRESS OR IMPLIED,\nINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR\nTRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE ARE PROVIDES\n'AS IS'. Sagent is not liable for incidental, special or consequential damages\nfor any reason (including loss of data or other business or property damage),\neven if foreseeable or if Customer has advised of such a claim. Sagent's\nliability shall not exceed the fees that Customer has paid under this agreement.\nCustomer agrees that the pricing for the services would be substantially higher\nbut for these limitations.\n\n4. TERM\n\nThis agreement shall start on the Effective Date stated below. This agreement\nshall run for a period of one (1) year from the Effective Date and shall\nautomatically renew for consecutive one (1) year periods unless either party\nprovides written notice of termination within sixty (60) days prior to the\nanniversary date of the Effective Date. Payment for each renewal term shall be\ndue on the renewal date at the current rates for support of the Software. This\nagreement may be terminated for non-payment or material breach. Fees paid or due\nare non-refundable unless Sagent has materially breached this agreement and has\nfailed to cure the breach after 30 days written notice.\n\n5. GENERAL\n\n(a)      Each party acknowledges that it has read this Agreement, they\n         understand the agreement and agree to be bound by its terms. Further,\n         both parties agree that this is the complete and exclusive statement of\n         the Agreement between the parties, which supersedes and merges all\n         prior proposals, understandings and\n\n\n                             SAGENT TECHNOLOGY, INC.\n              SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT\n\n\n\n                                                                          Page 2\n\n\n         all other agreements, oral and written, between the parties relating to\n         this Agreement. This Agreement may not be modified or altered except by\n         written instrument duly executed by both parties. The Software and the\n         use thereof is subject to the license agreement related to the\n         Software.\n\n(b)      Times by which Sagent will perform under this agreement shall be\n         postponed automatically to the extent that we are prevented from\n         meeting them by causes beyond reasonable control.\n\n(c)      This agreement and performance hereunder shall be governed by the laws\n         of the State of California. Venue shall be in Santa Clara County,\n         California.\n\n(d)      No action, regardless of form, arising out of this Agreement may be\n         brought by Customer more than two (2) years after the cause of action\n         has arisen.\n\n(e)      If any provision of this Agreement is invalid under any applicable\n         statute or rule of law, it is to that extent, deemed to be omitted.\n\n(f)      Customer may not assign or sub-license without the prior written\n         consent of Sagent, Customer's rights, duties or obligations under this\n         Agreement to any person or entity, in whole or in part. A sale of\n         substantially all of Licensee's assets to a third party or any transfer\n         of more than 50% of the voting stock of Licensee to a third party shall\n         not constitute an assignment under this license.\n\n(g)      The prevailing party in any action related to this agreement shall have\n         the right to recover its reasonable expenses including attorney's fees.\n\nThe term 'Software' as used in this agreement means:\n\nSoftware Name, Version and Number of Copies\n\n__________________________________\n\n__________________________________\n\n\nDesignated Contacts, full names followed by telephone number and e-mail address.\n(Two maximum).\n\nContact 1\nName:_____________________________\nTelephone #:______________________\nE-mail Address:___________________\nContact 2\nName:_____________________________\nTelephone #:______________________\nE-mail Address:___________________\n\nDuring the term of this agreement, the Customer may delete and add Designated\nContacts by sending notification in writing on Customer's letter head and\naddressed to Sagent's Vice President of Operations. We may rely on such notice\nto make the change.\n\nSAGENT TECHNOLOGY, INC.:\n\nName:_____________________________\n\nAddress:__________________________\n\nSignature:________________________\n\nTitle:____________________________\n\nDate:_____________________________\n\n\n\nCUSTOMER:_________________________\n\nName:_____________________________\n\nAddress:__________________________\n\nSignature:________________________\n\nTitle:____________________________\n\nDate:_____________________________\n\nThe Effective Date of this\n agreement is:\n__________________________________\n\n                             SAGENT TECHNOLOGY, INC.\n              SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT\n\n\n\n                                                                          Page 3\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":[9613,9620],"class_list":["post-42823","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__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42823","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=42823"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42823"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42823"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42823"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}