\n$0 – $665,000 [*]%
\n$665,001 – $1,470,000 [*]%
\n$1,470,001 – $2,475,000 [*]%
\n$2,475,001 – above [*]%
\n<\/c><\/c><\/s><\/caption>\n<\/table>\nDEMONSTRATION SOFTWARE COPIES
\n Unisys will purchase demonstration only copies for internal use at cost,
\n and will pay for any shipping and all applicable taxes.<\/p>\n
Development\/Internal Use Licenses
\n Unisys will purchase development\/Internal use licenses at [*]% of the
\n list price outlined above. Sagent will invoice, and Unisys authorizes
\n Sagent to bill Unisys for two (2) existing in-house development licenses
\n plus maintenance and support.<\/p>\n
End users may make backup copies as specified in the Sagent End-User License
\n Agreement including in Sagent’s packaging. Attached as Exhibit 3 is the
\n standard Sagent End-User License Agreement and attached as Exhibit 4 is
\n the standard Sagent Maintenance and Support Agreement.<\/p>\n
SUPPORT & PROFESSIONAL\/TECHNICAL SERVICES PRICING\/FEES<\/p>\n
WHEN SAGENT PROVIDES UNISYS END-USER SUPPORT<\/p>\n
Sagent shall provide Unisys’ End-User with Level 1, Level 2 and Level 3 Support.
\nSagent shall also provide maintenance and upgrade product releases to Unisys
\nEnd-Users.<\/p>\n
Unisys End User must pay annual support fees as follows:<\/p>\n
Sagent provides Level 1,Level 2, and Level 3 support during normal business
\nhours, Monday – Friday, 6 AM – 5 PM Pacific Time – [*]% of product list price.<\/p>\n
or<\/p>\n
Sagent provides Level 1, Level 2, and Level 3 support 24 hours a day, 7 days a
\nweek $[*] per year<\/p>\n
B-2<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 24<\/p>\n
i. WHEN UNISYS PROVIDES UNISYS END-USER SUPPORT<\/p>\n
Unisys shall provide “Level 1 Support”, and Sagent shall supply “Level 2
\nSupport” and\/or “Level 3 Support”.<\/p>\n
“Level 1 Support” shall mean assistance to customers’ non-technical questions,
\nsuch as shipment status and licensing issues, and technical questions that can
\nbe solved from lists of known problems and frequently asked questions, including
\nbasic customer questions regarding release information, basic product features
\nand functionality.<\/p>\n
“Level 2 Support” shall mean assistance to customer cases which are deemed too
\ndifficult or involved to be handled by under Level 1 Support and include cases
\ninvolving in-depth research or problem solving regarding product features,
\noperations, or functionality.<\/p>\n
“Level 3 Support” shall mean assistance to customer cases which are deemed to
\ndifficult or involved to be handled by Level 2 Support and include cases
\ninvolving the reproduction of high severity\/difficulty issues, those which
\nrequire verification of problem reproductions developed by Level 2 Support
\nstaff, and those which involve undocumented product features or functionality.<\/p>\n
Unisys must pay annual support fees as follows:<\/p>\n
Sagent provides Level 2 and\/or Level 3 support during normal business hours,
\nMonday Friday, 6 AM – 5 PM Pacific Time (includes one training class for Unisys
\nSupport organization) – $[ * ] per year<\/p>\n
or<\/p>\n
Sagent provides Level 2.and\/or Level 3 support, 24 hours a day, 7 days a week
\n(includes one training class for Unisys Support Organization) – $[ * ] per
\nyear<\/p>\n
Unisys provides product upgrades directly to its customers through a gold disk
\nprogram $[ * ] per year or [ * ]% of product list price per customer license.<\/p>\n
ii. DEVELOPMENT LICENSE MAINTENANCE AGREEMENT FEES<\/p>\n
Annual maintenance and support fees for any Development License purchased by
\nUnisys shall be equal to [ * ]% of the then current list price for each
\ndevelopment license purchased, or [ * ]% of the purchase price of the
\nDevelopment Site License.<\/p>\n
iii. DEVELOPMENT AND CERTIFICATION FEEL<\/p>\n
B-3<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 25<\/p>\n
Sagent will provide development and certification for interfaces to Unisys data
\nmanagement systems not to exceed $[ * ] per interface.<\/p>\n
TRAINING FEES<\/p>\n
TRAINING CLASSES are $[ * ] per day for up to 10 participants, plus any related
\ntravel or business expenses incurred. Should a training class exceed 10
\nparticipants, then an additional fee of $[ * ] per student will be charged.
\nrates.<\/p>\n
CONSULTING FEES<\/p>\n
CONSULTING is available from Sagent for a fee of $[ * ] per day (8 hours)
\nplus any related travel or business expenses.<\/p>\n
B-4<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 26<\/p>\n
ATTACHMENT C – UNISYS TRAVEL POLICY<\/p>\n
UNISYS TRAVEL POLICY<\/p>\n
Lodging: Accommodations shall be selected in accordance with the hotels
\n and the corresponding rates indicated in the Unisys Hotel
\n Directory, whenever possible.<\/p>\n
The itemized hotel bill must be submitted as a receipt.<\/p>\n
Meals: The cost of all meals will be reimbursed on an actual\/reasonable
\n basis, except meals provided free of charge on airlines, at
\n hotels, at Unisys facilities, at Unisys sponsored meetings, etc.
\n Meals provided free of charge shall be itemized as such. Any meal
\n cost of ten dollars ($10) or greater must be supported with a
\n charge card or otherwise valid receipt.<\/p>\n
Car Rental: The rental of an automobile at a rate in excess of major rental
\n agency rates for standard automobiles is prohibited. The itemized
\n car rental agreement form must be submitted as a receipt.<\/p>\n
Travel: All personnel must travel by coach or economy class for air and
\n rail travel. Unisys authorized travel of personnel by private
\n auto shall be compensated at the rate of twenty-one cents ($0.21)
\n per mile, plus tolls and parking fees. The ticket form for air or
\n rail travel must be submitted as a receipt.<\/p>\n
The above information is provided as a guideline and shall be adhered to
\nwhenever possible. However, all reasonable, actual expenses incurred which are
\nsubmitted and supported by appropriate receipts (any expense of ten dollars
\n($10) or greater must be supported with a charge card or otherwise valid
\nreceipt) shall be reimbursed.<\/p>\n
C-1
\n 27
\n ATTACHMENT D – INSURANCE REQUIREMENTS<\/p>\n
PROVIDER shall maintain Worker’s Compensation and Employer’s Liability Insurance
\nupon its employees as required by law. PROVIDER shall also maintain
\nComprehensive Liability Insurance for all operations necessary and incidental to
\nproviding Services pursuant to this Agreement including coverage of all
\nautomobile exposure, all property liability exposure and contractual liability
\nexposure. PROVIDER shall maintain insurance to at least the following minimum
\namounts:<\/p>\n
1. Worker’s Compensation with Emit of statutory amount;
\n2. Employer’s Liability Insurance with limit of one hundred thousand
\n dollars ($100,000);
\n3. Comprehensive Automobile Liability Insurance, with a combined single
\n limit of one million dollars ($1,000,000) for bodily injury, death or
\n property damage arising from any one occurrence; and
\n4. Comprehensive General Liability including Broad Form Contractual and
\n Completed Operations, with a combined single limit of one million
\n dollars ($1,000,000) for bodily injury, death or property damage arising
\n from any one occurrence.<\/p>\n
Such policies shall name Unisys as an additional insured and provide that
\ncoverage may not be canceled without ten (10) days prior written notice to
\nUnisys. Such insurance. shall not be deemed a limitation of any liability of
\nPROVIDER, but PROVIDER shall furnish the Unisys Contract Administrator with
\ncertificates of insurance in a form acceptable to Unisys and prior to the
\nfurnisl1ing of Services under this Agreement.<\/p>\n
Such insurance shall be primary, not contributing with, and not in excess of,
\ncoverage which Unisys may carry. The insurance afforded by these policies
\napplies separately to each insured against whom claim is made or suit is
\nbrought in the same manner as such insured would be covered if the policy
\ninsured only such party. The inclusion of such additional insured shall not
\nincrease the policy limits.<\/p>\n
D-1
\n 28
\nSagent Technology Training Program<\/p>\n
CERTIFIED TRAINING PROGRAM<\/p>\n
Sagent Technology, Inc. founded in June 1995, has developed a high
\n performance, integrated solution for Windows NT-based data marts.
\n Sagent’s solution consists of a series of desktop modules that allow
\n users to query and analyze data stored in relational based data marts,
\n and an application server that provides a number of services to
\n effectively build and manage these data marts.<\/p>\n
In order for Sagent’s customers to effectively use the integrated data
\n mart solution, Sagent will work with a selected group of training
\n partners to ensure consistent high quality education. Sagent will focus
\n the building of training partnerships around several key goals. These
\n goals include:<\/p>\n
o Ensure Sagent concepts and tools are taught accurately
\n and professionally.
\n o Provide customers with training in regionalized or on
\n site locations.
\n o Provide customers with training from reputable,
\n experienced Data. Warehousing consulting firms that wish
\n to deliver Sagent Training.<\/p>\n
Sagent wants to ensure that our customers are receiving the highest
\n quality training available in the industry. Delivery of effective
\n training requires that Sagent’s training partners are able to not only
\n deliver high quality education services, but additionally, can provide
\n necessary consulting services and on site implementation services in
\n helping to deliver data marts or data warehouses. This ability to
\n provide value added offerings to Sagent’s technology will require that
\n our training partners are able to fulfill the following requirements
\n before delivering Sagent Training.<\/p>\n
o Training Partners will first become Sagent Consulting
\n Partners.
\n o Training Partners must complete the Training
\n Certification Process.
\n o Training Partners will deliver customer training with
\n Certified Sagent Trainers.
\n o Training Partners will use the most current, official
\n Sagent Training Materials
\n o Training Partners will pay the necessary fees and keep
\n their accounts current.
\n o Training Partners agree to sponsor their Certified
\n Trainers through additional certification, when
\n necessary, to update trainer’s skills and product
\n knowledge.<\/p>\n
E-1<\/p>\n
29
\nCertification Process<\/p>\n
Sagent’s process for training providers will consist of three phases.
\n These phases are required in order to successfully deliver high quality
\n training to Sagent’s customers. Certification will be provided on a
\n course by course basis. The phases necessary for each courses include:<\/p>\n
o ATTEND SAGENT TRAINING CLASS.
\n This phase allows the candidate instructor to build foundation
\n of understanding in Sagent’s courseware and technology. The
\n candidate instructor(s) will attend a Sagent class as if they
\n were a student, this will allows these candidates to listen and
\n learn about Sagent concepts and products.<\/p>\n
o CO-TEACH SAGENT COURSE
\n This phase requires the candidate instructor to co-teach a
\n Sagent Teaching course with a Sagent Trainer. Candidates must
\n deliver at least 50% of each training day during this phase.<\/p>\n
o TEACH THE SAGENT COURSE.
\n This phase requires the candidate instructor to completely teach
\n a training course in the presence of a Sagent instructor. –<\/p>\n
Once the three phases are completed for each course, the candidate
\n instructor is then certified to teach the course(s) to Sagent’s
\n customers.<\/p>\n
CERTIFICATION PRICING – $ [*]<\/p>\n
The entire certification cost for the three-phase process for all three
\n courses is $15,000. This pricing will include the following:<\/p>\n
(1) SEAT IN A SAGENT TRAINING COURSE<\/p>\n
(1) SEAT IN A SAGENT CO-TEACH TRAINING COURSE<\/p>\n
(1) SEAT IN A PARTNER HELD TRAINING COURSE<\/p>\n
Note: Travel and Expenses is not included in the certification pricing<\/p>\n
TRAINING MATERIALS FOR PARTNER HELD COURSES: ONE TIME FEE $ [*]<\/p>\n
Note: Many of our Training Partners may currently offer a class similar
\n to the Concepts of Data Marts and Dimensional Modeling class. Upon
\n approval by Sagent’s Training Director, a similar class may be
\n substituted.<\/p>\n
E-2<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 30
\n ANNUAL FEE<\/p>\n
o An annual fee of $[*] will be charged to cover the Sagent
\n costs of materials development, class development, class
\n scheduling and class registration. This fee is due upon each
\n anniversary of Training Partner Certification.<\/p>\n
Sagent’s Class Offerings<\/p>\n
For the first version of Sagent’s product line, Sagent Training will
\n include the following three classes:<\/p>\n
o Concepts of Data Marts and Dimensional Modeling (1 Day). This
\n class provides the basic concepts of Data Warehousing and will
\n focus on general database design, performance, modeling, and
\n industry knowledge for Sagent corporate clients who want a
\n fundamental understanding of star schemas, data marts, and the
\n steps necessary to convert data from operational schemas to
\n query optimized schemas.<\/p>\n
o Introduction to Sagent Information Studio (1 Day). This class is
\n for the non-technical Sagent user who needs an understanding in
\n how to navigate and effectively use Sagent’s Information Studio
\n to retrieve, save, schedule, and share corporate information
\n from the data mart. This class requires no knowledge of
\n Structure Query Language (SQL) or database design concepts.<\/p>\n
o Introduction to Sagent Administration and Design (1 Day).- This
\n class is for the technical Sagent user who will be involved in
\n installing, configuring, and maintaining the Sagent Data Mart
\n Server. This class is also focused on helping the
\n Administrator\/Designer with the ability to create and distribute
\n Sagent Base Views and Meta Views. Information will be provided
\n regarding the Data Flow Editor and its use in extracting from
\n operational and data warehouse data sources, and populating data
\n mart data sources.<\/p>\n
Sagent Training Partner Program Contract<\/p>\n
TRAINING COSTS<\/p>\n
COURSEWARE DEVELOPMENT [*] FEE<\/p>\n
Train the Trainer Class on Data Extraction (4 Months additional
\n Development Effort)
\n Data Mart Design (Star Schemas)
\n Building Base Views
\n Building Meta Views
\n Building Data Transformation Plans
\n Building Data Movement Transforms<\/p>\n
E-3<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.<\/p>\n
31
\n Building New Transforms
\n Sagent Data Mart Administration<\/p>\n
COURSEWARE ANNUAL MAINTENANCE $[*] FEE<\/p>\n
Reselling of courseware on a per student royalty basis $[*] per
\n student<\/p>\n
COURSEWARE ANNUAL MAINTENANCE $[*] PER YEAR<\/p>\n
TRAIN THE TRAINER CERTIFICATION PROCESS $[*] PER TRAINER<\/p>\n
Sagent’s process for training and certifying training providers will
\n consist of three phases. These phases are required in order to
\n successfully deliver high quality training to Sagent’s customers.
\n Certification will be provided on a course by course basis. The phases
\n necessary for each courses include:<\/p>\n
o ATTEND SAGENT TRAINING CLASS.<\/p>\n
This phase allows the candidate instructor to build foundation
\n of understanding in Sagent’s courseware and technology. The
\n candidate instructor(s) will attend a Sagent class as if they
\n were a student, this will allows these candidates to listen and
\n learn about Sagent concepts and products.<\/p>\n
o CO-TEACH SAGENT COURSE<\/p>\n
This phase requires the candidate instructor to co-teach a
\n Sagent Teaching course with a Sagent Trainer. Candidates must
\n deliver at least [*]% of each training day during this phase.<\/p>\n
o TEACH THE SAGENT COURSE.<\/p>\n
This phase requires the candidate instructor to completely teach
\n a training course in the presence of a Sagent instructor. Once
\n the three phases are completed for each course, the candidate
\n instructor is then certified to teach the course(s) to Sagent’s
\n customers.<\/p>\n
TRAINING POLICY<\/p>\n
On-site Training<\/p>\n
o Only The Sagent Data Mart Solution class is offered for on-site
\n training.
\n o This class can provide emphasis for either Data Movement or OLAP
\n if required.
\n o Scheduling for these classes will depend on the trainers
\n availability. Refer to the Sagent Training Schedule for dates
\n trainer is not available for on-site training.
\n o Purchase Orders for On-site Training must clearly state that the
\n trainer’s travel expenses are the responsibility of the
\n customer.<\/p>\n
Enrollment<\/p>\n
o Please submit enrollment forms as far in advance as possible to
\n ensure seating availability for Sagent Corporate classes and to
\n ensure trainer availability for On-site Training.<\/p>\n
E-4<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 32
\n Attachment E – Sagent Training Description<\/p>\n
o To secure enrollment in a class, Sagent must receive your completed
\n enrollment form and the enrollment fee.
\n o Completed enrollment forms should be sent to your Sagent Sales
\n Representative. The preferred method is via email, but faxed or mailed
\n forms are acceptable.
\n o For the enrollment fee, please enclose a copy of your purchase order.<\/p>\n
Rescheduling<\/p>\n
o Students may reschedule class dates up to seven (7) business days
\n prior to the class start date. After this deadline, a $100 processing
\n fee is required to reschedule a class.<\/p>\n
Cancellation Policy
\n o On-site Classes
\n 1. No charge if canceled seven (7) business days or more prior to
\n the class start date.
\n 2. 50% charge if canceled less than seven (7) business days prior
\n to the class start date.<\/p>\n
o Classes at Sagent Corporate
\n 1. Group cancellations (3 or more students): Same policy as
\n on-site classes.
\n 2. Individual cancellations: No charge if canceled seven (7)
\n business days or more prior to the class start date.
\n 3. Cancellations received less seven (7) business days prior to
\n the class start date will be charged 50%<\/p>\n
o Course Cancellation
\n 1. Sagent reserves the right to cancel or reschedule any course
\n at its discretion.
\n 2. In the event of class cancellation, students will be
\n rescheduled for the class or payment will be fully refunded.
\n 3. If Sagent is forced to cancel a course for any reason,
\n liability is limited to the return of the paid enrollment fee.<\/p>\n
COURSE OBJECTIVES<\/p>\n
At the end of this course, participants should be able to:<\/p>\n
o Create & optimize Plans to access, analyze, and collaborate on data
\no Use Sagent Analysis to summarize results by multiple dimensions
\no Create & optimize graphical, aggregate, & logical views of databases to
\n optimize querying
\no Manage security and environment of a data mart
\no Understand the optimal design for data marts
\no Extract data from a source database and load it into a target data mart
\no Configure WebLink to access the data mart over the Internet<\/p>\n
COURSE OUTLINE<\/p>\n
DAY ONE: INFORMATION STUDIO AND ANALYSIS<\/p>\n
E-5
\n 33<\/p>\n
Attachment E – Sagent Training Description<\/p>\n
INTRODUCTION AND CONCEPTS OF SAGENT DATA MART SOLUTION
\n INFORMATION STUDIO: GETTING STARTED WITH PLANS
\n INFORMATION STUDIO: ADVANCED WORK WITH PLANS
\n OVERVIEW OF SAGENT ANALYSIS
\n USING ANALYSIS WITH BASE FEATURES<\/p>\n
DAY TWO: DESIGN STUDIO, SAGENT ADMIN & SAGENT WEBLINK
\n WHY DATA MARTS
\n DESIGNING BASEVIEWS
\n DESIGNING METAVIEWS
\n TRANSFORMS
\n LOADING DATA MARTS
\n BUILDING A STARMART
\n USING VBA WITH SAGENT PLANS
\n SAGENT PLANNING
\n SAGENT ADMIN REPOSITORIES
\n SAGENT ADMIN USERS
\n SAGENT ADMIN AGENTS
\n WEBLINK<\/p>\n
INTRODUCTION TO INFORMATION STUDIO<\/p>\n
PRICE<\/p>\n
Sagent Corporate Only – $[*]\/student.<\/p>\n
COURSE SUMMARY<\/p>\n
This class introduces the students to Sagent’s End User Tool, Information
\nStudio. Via the use of hands-on labs, students will learn how to retrieve data
\nin a Data Mart or external database using Plans and the tools that allow for
\nthe sorting, filtering, formatting and sharing of the Plan results.<\/p>\n
TRAINING AUDIENCE<\/p>\n
This course is intended for:
\no End Users
\no Business Professionals
\no Department Managers
\no Project Managers<\/p>\n
E-6<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 34
\n Attachment E – Sagent Training Description<\/p>\n
COURSE PREREQUISITES<\/p>\n
REQUIRED<\/p>\n
o Familiarity with Microsoft Windows environment<\/p>\n
DURATION<\/p>\n
1 day<\/p>\n
COURSE OBJECTIVES<\/p>\n
At the end of this course, participants should be able to
\no Create & optimize Plans to access, analyze, and collaborate on data
\no Use Sagent Analysis to summarize results by multiple dimensions<\/p>\n
COURSE OUTLINE<\/p>\n
DAY ONE: INFORMATION STUDIO
\n INTRODUCTION AND CONCEPTS OF SAGENT DATA MART SOLUTION
\n INFORMATION STUDIO: GETTING STARTED WITH PLANS
\n INFORMATION STUDIO: ADVANCED WORK WITH PLANS
\n OVERVIEW OF SAGENT ANALYSIS
\n USING ANALYSIS WITH BASE FEATURES<\/p>\n
THE SAGENT DATA MART SOLUTION<\/p>\n
PRICE<\/p>\n
SAGENT CORPORATE – $[*]\/student<\/p>\n
ON-SITE TRAINING – $[*] plus Instructor’s Travel Expenses for up to 10
\nstudents. This price includes emphasizing training in accordance with Data
\nMovement or OLAP packages.<\/p>\n
COURSE SUMMARY<\/p>\n
The first day of this two day class introduces the students to Sagent’s End User
\nTool, Information Studio. Via the use of hands-on labs, students will learn how
\nto retrieve data in a Data Mart or external database using Plans and the tools
\nthat allow for the sorting, filtering, formatting and sharing of the Plan
\nresults. Participants will learn how to use the Analysis tool to summarize the
\nresults by multiple dimensions and display them in Crosstab or Chart form. The
\nskills learned on the first day of class will be used as the building blocks of
\nthe second day of the course. The second day focuses on the use of Sagent Tools
\nfor configuring and managing Sagent Data Marts. Administrators will learn how
\nto optimize the Data Mart environment by using Sagent Admin to configure the
\nRepository and the agents, and also to control security of the Data Mart by
\ndefining users, groups, and permissions. Also covered on the second day of this
\ncourse is focus on the planning, implementation and population of a Data Mart.
\nParticipants will be able to create Data Mart Population Plans using Special
\nTransforms to restructure data from the OLTP system and will be able to
\nschedule Plans for automatically updating the Data Mart.<\/p>\n
E-7<\/p>\n
* Certain information on this page has been omitted and filed
\n separately with the Commission. Confidential treatment has
\n been requested with respect to the omitted portions.
\n 35
\n Attachment E – Sagent Training Description<\/p>\n
Additionally, participants will learn how to configure user access to Sagent
\nobjects through a Web browser.<\/p>\n
TRAINING AUDIENCE<\/p>\n
This course is intended for:
\no Project Managers
\no Database Administrators
\no Data Mart Designers
\no System Administrators<\/p>\n
COURSE PREREQUISITES<\/p>\n
REQUIRED
\no Familiarity with Microsoft Windows environment<\/p>\n
RECOMMENDED
\no Network environment
\no Security Concepts
\no Database concepts
\no Database schema design
\no Dimensional modeling
\no Familiarity with the Internet<\/p>\n
DURATION<\/p>\n
2 days<\/p>\n
E-8
\n 36
\n Attachment E – Sagent Training Description<\/p>\n
[LOGO] TRAINING ENROLLMENT FORM<\/p>\n
Please fill out SECTION 1 – CUSTOMER INFORMATION COMPLETELY
\n——————————————————————————–
\nSECTION 1 – CUSTOMER INFORMATION Date
\n——————————————————————————–
\nCustomer
\nName
\n——————————————————————————–
\nStreet
\nAddress
\n——————————————————————————–
\nCity,
\nState, Zip
\n——————————————————————————–
\nCustomer Phone
\nContact Number
\n——————————————————————————–
\nSagent Sales
\nRepresentative
\n——————————————————————————–
\nTo enroll students in classes to be taught at the Sagent Corporate Office, fill
\nout SECTION 2 – SAGENT CORPORATE CLASSES and leave Section 3 blank. To request
\nclasses to be held at your facility, skip Section 2 and fill out SECTION 3 –
\nON-SITE TRAINING. Seating for Corporate Classes is limited. Please select a
\nfirst and second choice of training dates from the Sagent Training Sagent
\nTraining Schedule.
\n——————————————————————————–
\nSECTION 2 – SAGENT CORPORATE CLASSES
\n——————————————————————————–
\n INTRODUCTION TO INFORMATION STUDIO THE SAGENT DATA MART SOLUTION
\n——————————————————————————–
\nNumber of Number of
\nStudents Students
\n——————————————————————————–
\n1st Choice 1st Choice
\nTraining Date Training Dates
\n——————————————————————————–
\n2nd Choice 2nd Choice
\nTraining Date Training Dates
\n——————————————————————————–
\nScheduling for on-site courses will depend on the trainer’s availability.
\nTrainer is not available for on-site training on the dates shown on the Sagent
\nTraining Schedule. Please select three different sets of training dates and
\nlist them in order of preference.
\n——————————————————————————–
\nSECTION 3 – ON-SITE TRAINING FOR THE SAGENT DATA MART SOLUTION
\n——————————————————————————–
\nPackage [ ]None [ ]Data Population [ ]OLAP
\nEmphasis
\n——————————————————————————–
\nNumber of
\nStudents
\n——————————————————————————–
\n1st Choice
\nTraining Dates
\n——————————————————————————–
\n2nd Choice
\nTraining Dates
\n——————————————————————————–
\n3rd Choice
\nTraining Dates
\n——————————————————————————–<\/p>\n
E-9
\n 37
\n EXHIBIT 1<\/p>\n
SOFTWARE DATA SHEETS & DEFINITIONS<\/p>\n
1. Sagent Data Mart Server
\nThe Sagent Data Mart Solution
\nThe SagentO Data Mart Solution is the first fully integrated family of products
\nfor populating, managing, and accessing Windows NT-based data marts. Sagent’s
\nunique Data Flow Technology lets users process data beyond SQL to create more
\npowerful sets of information than ever before. It includes the Sagent Data Mart
\nServer, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
\nSagent WebLink.
\nSagent Data Mart Server<\/p>\n
The Sagent Data Mart Server is an application server that provides a set
\n of services “wrapped around” a Windows NT-based data mart stored in a
\n relational database such as Microsoft SQL Server, Oracle or Sybase. The
\n Sagent Data Mart Server features a multi-threaded, agent-based
\n architecture and an open, RDBMS-based repository.<\/p>\n
Multi-threaded, Agent-based Architecture for High Performance
\n Information Access<\/p>\n
Explicitly designed for the 32-bit, multi-threaded architecture of the
\n Windows NT operating system, the Sagent Data Mart Server employs
\n sophisticated software agents that enable high-performance and intuitive
\n information access. Sagent agents can perform multiple tasks
\n simultaneously and in the background, thereby allowing users to submit
\n several requests at once, or to work on other tasks while the Sagent
\n Data Mart Server executes their requests.<\/p>\n
Data Flow Plan Processing<\/p>\n
The Data Mart Server runs all Data Flow Plans created by Sagent Design
\n Studio and Sagent Information Studio. This application server takes full
\n advantage of multi-threading to run multiple data processing steps at
\n one time, completing tasks faster. Sagent’s server also improves
\n performance by processing data on the server, avoiding any issues of
\n network bandwidth between the client and the server.<\/p>\n
Results Splicing<\/p>\n
Often the fastest way to answer a business question is to run multiple
\n SQL statements in parallel rather than submitting one large, complex SQL
\n statement. The Sagent Data Mart Server can run multiple, simple SQL
\n statements to get information from a data mart and then “splice” the
\n results together before sending them to the desktop. This results in
\n vastly improved query performance.<\/p>\n
Aggregate Navigation<\/p>\n
Instead of always calculating aggregates on the fly, the Sagent Data
\n Mart Server can access pre-aggregated information in the data mart to
\n answer users’ requests in the fastest way possible. Database
\n administrators can establish hierarchies of pre-aggregated values for
\n the Data Mart Server to use. Sagent also calculates aggregates on the
\n fly, providing many benefits of both multi dimensional and relational
\n databases.<\/p>\n
Exhibit 1-1<\/p>\n
38
\n Group Caching<\/p>\n
Sagent caches in memory the result sets of end users’ requests for
\n information. This cache can be shared within a workgroup, enabling users
\n to retrieve commonly accessed information virtually instantaneously. For
\n example, if one user requests the weekly sales data from the Sagent Data
\n Mart Server, the next user in that workgroup, to request the same sales
\n data can receive the results back almost instantly, without having to
\n pay the price of re-executing the request.<\/p>\n
Integration with NT Scheduling Service<\/p>\n
Sagent users can schedule both data mart population plans as well as end
\n user plans. These are run by the Sagent Server through the Windows NT
\n scheduling service.<\/p>\n
Centralized, RDBMS-based Repository for Easy Administration<\/p>\n
The Sagent Data Mart Server leverages an integrated repository to
\n provide central storage of all items in the Sagent environment,
\n including: <\/p>\n
o Metadata (“BaseViews” and “MetaViews”)
\n o Requests for information (“Plans”)
\n o Result sets (“Snaps”)
\n o Data transforms
\n o Security information<\/p>\n
The Sagent Repository is stored completely in relational database
\n tables. Users can easily share information stored in this central
\n location. This lets Sagent administrators manage its contents without
\n having to learn a proprietary file structure. Also, users can easily
\n share information stored in this central location. In addition, the
\n Sagent Repository’s relational structure enables the easy exchange of
\n metadata with other products.<\/p>\n
Features<\/p>\n
o Multi-threaded Architecture
\n o Software Agents
\n o Results Splicing
\n o Aggregate Navigation
\n o Group Caching
\n o RDBMS-based Repository
\n o Fully Managed by Sagent Admin Tool
\n o Data Mart Design through Sagent Design Studio
\n Supported Databases
\n Information Access
\n o Microsoft SQL Server 6.5
\n o Oracle 7.2, 7.3
\n o Red Brick
\n o Sybase 10, 1 1 o ODBC to DB2
\n o Informix
\n o others
\n Repository Databases
\n o Microsoft SQL Server 6.5
\n o Oracle 7.2, 7.3<\/p>\n
Exhibit 1-2<\/p>\n
39
\n o Sybase 10, 1 1
\n System Requirements
\n Hardware
\n o Intel-Based processor o Required 486 processor or higher
\n o Recommended Pentium Pro processor or higher
\n Operating System
\n o Microsoft Windows NT 3.5 or above
\n Memory
\n o Recommended 128+ MB for 20 users
\n Disk Space
\n o Recommended: 250 Mb (Not including relational database)
\n Network Protocol Support
\n o Named Pipes
\n o TCP\/IP<\/p>\n
2. Sagent Design Studio(TM)<\/p>\n
The Sagent Data Mart Solution<\/p>\n
The SagentO Data Mart Solution is the first fully integrated family of products
\nfor populating, managing, and accessing Windows NT-based data marts. Sagent’s
\nunique Data Flow Technology lets users process data beyond SQL to create more
\npowerful sets of information than ever before. It includes the Sagent Data Mart
\nServer, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
\nSagent WebLink.<\/p>\n
Sagent Design Studio<\/p>\n
Sagent Design Studio provides an intuitive and graphical environment for data
\nmart population, metadata creation and the delivery of powerful information to
\nusers. Fast and Easy Data Mart Population.<\/p>\n
Scheduled Population<\/p>\n
Sagent Design Studio lets you automate population of data marts from OLAP
\nsystems and corporate data warehouses using Sagent’s innovative Data Flow
\nTechnology. A Data Flow Plan is a graphical representation of the process of
\naccessing, transforming and loading or displaying data. Plans can output
\ninformation to a user’s desktop or batch load data into relational database
\ntables. Plans can be easily scheduled to populate and refresh your data mart.<\/p>\n
Star Schema Population<\/p>\n
Sagent supports any relational database schema you choose to use. For maximum
\nperformance, transform routines designed for easily converting data from an OLTP
\ndatabase into a star schema are provided for you. Transforms include:<\/p>\n
o Time Generation for Dimension Tables
\no Key Generation for Dimension Tables
\no Key Lookup for Fact Tables
\no Time Lookup for Fact Tables<\/p>\n
Custom Data Transformation<\/p>\n
Sagent has integrated Microsoft Visual Basic for Applications and Microsoft
\nVisual 1 Basic Scripting Edition (VB Script) as its scripting languages so you
\ncan easily develop custom Transforms. Or use your favorite programming tool such
\nas Visual Basic or C++ to customize a Sagent Data Mart that meets your specific
\nneeds. Sagent also ships with many <\/p>\n
Exhibit 1-3<\/p>\n
40
\npre-built Transforms that you can simply drag and drop into a plan. Or you can
\neasily customize Sagent Transforms to meet your requirements.<\/p>\n
Intuitive Metadata Creation<\/p>\n
The complexities of relational database schemas are easily hidden from end users
\nby creating metadata layers including BaseViews, logical and graphical displays
\nof the physical structure of a database, and MetaViews, business representations
\nfor end users to request information.<\/p>\n
To create a BaseView, select tables, columns and joins of a database that win be
\nused to create the MetaViews. Join Groups can also be defined to resolve join
\npath conflicts. MetaView components can include renamed columns and calculated
\ncolumns such as custom formulas and aggregates grouped by business categories.
\nMultiple MetaViews can be created from one BaseView to give groups different
\nviews of the same data. MetaViews can span multiple data marts to provide end
\nusers with a seamless view of more than one database.<\/p>\n
Delivering Powerful Information to Users<\/p>\n
Graphically specify actions that would be difficult, or impossible, to do using
\nSQL. For example, a Data Flow Plan can access data from one or more data marts
\nusing SQL. Then a Sagent standard, or custom transform, can be added to the Plan
\nto perform functions that SQL can’t handle, such as ranking or running averages.<\/p>\n
Results can be delivered to an end user’s desktop, loaded into a Microsoft Excel
\nspreadsheet, or dispatched in an electronic mail message.<\/p>\n
Features<\/p>\n
o Data Flow Plans
\no Data Mart Loading Components
\n o SQL Query
\n o Join
\n o Splitter
\n o Union
\n o Star Schema Transformation Batch Load
\n o Save to Table
\no Data Calculation
\n o Rank
\n o Moving Average
\n o Moving Total
\n o Percent of Total
\n o Running Average
\n o Running totals
\n o Column Select
\n o Memory Sort (outside database)
\no Sagent Scripting Components
\n o VB Script Source – Uses any OLE object as a data source. For
\n example, use an Access file or an Excel spreadsheet to input
\n data to a Data Flow Plan.
\n o VB Script Sink – Use any OLE object as an output display in a
\n Data Flow Plan. For example, write a script to send the data to
\n an Excel spreadsheet, an Access database, or a Microsoft Word
\n document.
\n o VB Script In Place – Takes records as input, performs a process
\n and outputs the same number of records to another step.
\n o VB Script Copy –Takes records as input and lets you output
\n those plus additional columns.
\n o C++, Delphi and Visual Basic Custom Components
\no Metadata Creation
\n o BaseViews <\/p>\n
Exhibit 1-4<\/p>\n
41
\n o Up-front Table Selection
\n o Add\/Delete Tables
\n o Add\/Delete Columns
\n o Add\/Delete Joins
\n o Concatenated Key Support
\no Create Join Groups
\no Navigator for Viewing Databases
\no MetaViews
\n o Create Multiple Views from Same Data
\n o A MetaView can Span Multiple Data Marts
\n o Create Calculated Columns
\n o Categories of Business Terms within each MetaView
\no Importing\/Exporting of Sagent Objects, between Repositories
\no Search Engine
\no Plans
\no Snaps
\no Filters
\no Sorting
\no Grouping by Aggregates
\n o Count
\n o Count Distinct
\n o Sum
\n o Minimum
\n o Maximum
\n o Average
\no Publish and Subscribe of Plans and Snaps
\no Autosubscribe o Live Collaboration
\no Scheduling
\no Staging Area
\no Standard Formatting
\nSupported Databases
\nInformation Access
\no Microsoft SQL Server 6.5
\no Oracle 7.2, 7.3
\no Red Brick
\no Sybase 10, 11
\no ODBC to DB2
\no others
\nRepository Databases
\no Microsoft SQL Server 6.5
\no Oracle 7.2, 7.3
\no Sybase 10, 11
\nSystem Requirements
\nHardware
\no Intel-Based processor
\no Required 486 processor or higher
\no Recommended Pentium processor or higher
\nOperating System
\no Microsoft Windows 95
\no Microsoft Windows NT 3.5 or higher
\nMemory for client workstation
\no Required 16 Mb<\/p>\n
Network Protocol Support <\/p>\n
Exhibit 1-5<\/p>\n
42
\no Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
Exhibit 1-6<\/p>\n
43
\n3. Sagent Information Studio<\/p>\n
The Sagent Data Mart Solution<\/p>\n
The SagentO Data Mart Solution is the first fully integrated family of products
\nfor populating, managing, and accessing Windows NT(R)-based data marts. Sagent’s
\nunique Data Flow Technology lets users process data beyond SQL to create more
\npowerful sets of information than ever before. It includes the Sagent Data Mart,
\nSagent Admin, Sagent Design StudioO, Sagent Information StudioO and Sagent
\nWebLink.<\/p>\n
Sagent Information Studio<\/p>\n
Sagent Information Studio is a graphical tool that lets end users
\n quickly and easily access and share information stored in Sagent Data
\n Marts.<\/p>\n
Intuitive Information Access<\/p>\n
Sagent Information Studio provides an intuitive environment for
\n end-users to access information in Sagent data marts. Users build
\n requests for information by choosing from a list of business terms in
\n the MetaView-a business representation of the data stored in the
\n database. They don’t need to understand where the information is stored
\n or how it is related. And they are shielded from the complexities of the
\n database structure. The Sagent server joins the information. A user can
\n sort, filter, aggregate and manipulate the result set, using live data.<\/p>\n
Sagent Searching<\/p>\n
Since a Data Mart can contain a large number of records or Parts, Sagent
\n Information Studio includes a search engine to help users easily find
\n the information they need. Key words can be associated with Plans and
\n Snaps to help organize and easily find items of interest.<\/p>\n
Plans and Snaps<\/p>\n
Sagent Information Studio provides two methods for users to save
\n information requests. First they can save the requests or “Plans” for
\n gathering the information. Plans can be executed at any time to get the
\n most recent data from the Data Mart. In addition, Plans can be shared
\n with other users and can be scheduled to run at specified times. A
\n Sagent user can also save the results as a Snap. Snaps are snapshots of
\n data from a particular point in time. Snaps deliver huge performance and
\n productivity gains. By saving the results of a request as a Snap, users
\n can quickly access data without having to run their request again. Snaps
\n can also be distributed to other users and can be used as a starting
\n point for further analysis. Since Snaps are stored in relational
\n database tables, they can be re-queried against-just as with any
\n database table.<\/p>\n
Tight Integration with Microsoft(R) Excel(TM)<\/p>\n
Sagent Information Studio offers tight and unique integration with
\n Microsoft Excel. To place the results of an information request into a
\n Microsoft Excel spreadsheet, Information Studio users just click a
\n button. An Excel spreadsheet, with the results in place, automatically
\n becomes a part of the Information Studio workspace. This innovative
\n capability enables users to use both Information Studio and Excel from a
\n single environment.<\/p>\n
Powerful Information Access<\/p>\n
Sagent Information Studio also features powerful utilities for
\n delivering critical information to end users in flexible and efficient
\n new ways. Using the Design <\/p>\n
Exhibit 1-7<\/p>\n
44
\n Studio’s Data Flow Plans, power users can specify actions that would be
\n difficult, if not impossible, to do with SQL. Administrators can hide
\n the Data Flow functionality from novice users to avoid confusion and
\n Information Studio users may simply run these plans. Or sophisticated
\n users can create Data Flow plans themselves. (See the Design Studio Data
\n Sheet.)<\/p>\n
Workgroup Sharing and Collaboration<\/p>\n
Sagent Information Studio makes it easy for groups of users to share
\n information and collaborate to reach better business decisions.<\/p>\n
Publish and Subscribe<\/p>\n
With Sagent Information Studio, users can publish Plans and Snaps for
\n others to easily access by subscribing. Once users have subscribed to an
\n item, Sagent Information Studio automatically notifies them of all
\n changes made to it by the publisher. This feature is particularly
\n important for enforcing standardization among users and ensuring that
\n all members of a workgroup have access to consistent and timely
\n information.<\/p>\n
Live Collaboration<\/p>\n
Sagent Information Studio’s live collaboration facilities let groups of
\n users work on Sagent components simultaneously. By “broadcasting” to
\n other users, a Sagent Information Studio user can allow others to view
\n the information that is in their workspace. This capability is ideal for
\n workgroup decision making and for help desk environments.<\/p>\n
Features<\/p>\n
o Data Flow Plans<\/p>\n
o SQL Query<\/p>\n
o Join<\/p>\n
o Splitter<\/p>\n
o Union<\/p>\n
o Moving Average<\/p>\n
o Moving Total<\/p>\n
o Running Average<\/p>\n
o Running Total<\/p>\n
o Column Select<\/p>\n
o Sagent Scripting Components<\/p>\n
o VB Script Source-Uses any OLE object as a data source. For
\n example, use an Access file or an Excel spreadsheet to input
\n data to a Data Flow Plan.<\/p>\n
o VB Script Sink-Use any OLE object as an output display in a
\n Data-Flow Plan. For example, write a script to send the data to
\n an Excel spreadsheet, an Access database, or a Microsoft Word
\n document.<\/p>\n
o VB Script InPlace-Takes records as input, performs a process and
\n outputs the same number of records to another step.<\/p>\n
o VB Script Copy-Takes records as input and lets you output those
\n plus additional columns.<\/p>\n
o C++, Delphi and Visual Basic Custom Components<\/p>\n
o Ad-hoc Information Requests<\/p>\n
o English-like Filters<\/p>\n
o Sorting<\/p>\n
o Calculated Columns<\/p>\n
o Aggregates<\/p>\n
Exhibit 1-8<\/p>\n
45
\n o Count<\/p>\n
o Sum<\/p>\n
o Minimum<\/p>\n
o Maximum<\/p>\n
o Average<\/p>\n
o Auto-sizing of Columns<\/p>\n
o Search Engine<\/p>\n
o “Plans”<\/p>\n
o “Snaps”<\/p>\n
o Scheduling<\/p>\n
o Access to Multiple MetaViews<\/p>\n
o Run Multiple plans at one time<\/p>\n
o Integration with Microsoft Excel<\/p>\n
o Standard Formatting<\/p>\n
o Live Collaboration<\/p>\n
o Publish and Subscribe<\/p>\n
o Printing<\/p>\n
System Requirements<\/p>\n
Hardware<\/p>\n
o Intel-Based processor<\/p>\n
o 486 processor or higher <\/p>\n
Operating System<\/p>\n
o Microsoft Windows 95<\/p>\n
o Microsoft Windows NT 3.5 or above <\/p>\n
Memory<\/p>\n
o Recommended 24 Mb<\/p>\n
Disk Space<\/p>\n
o Maximum Required: 25 Mb<\/p>\n
Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
Exhibit 1-9<\/p>\n
46
\n4. Sagent WebLink<\/p>\n
The Sagent Data Mart Solution<\/p>\n
The SagentO Data Mart Solution is the first fully integrated family of
\n products for populating, managing, and accessing Windows NT-based data
\n marts. Sagent’s unique Data Flow Technology let’s users process data
\n beyond SQL to create more powerful sets of information than ever before.
\n It includes the Sagent Data Mart Server, Sagent Admin, Sagent Design
\n StudioO , Sagent Information StudioO and Sagent WebLink.<\/p>\n
Sagent WebLink<\/p>\n
Sagent WebLink is a server-based information access tool that gives
\n users of Web browsers access to items developed within the Sagent Data
\n Mart Solution. It provides out-of-the-box functionality with a pre-built
\n Intranet access page. Use this page to access information in the Sagent
\n Data Mart, customize it, or create your own custom interface quickly and
\n easily with HTML.<\/p>\n
Easy Distribution Mechanism<\/p>\n
Sagent WebLink enables the easy distribution of Sagent components
\n (“Plans” and “Snaps”) to users of Web browsers such as Microsoft
\n Internet Explorer and Netscape Navigator. Sagent WebLink automatically
\n converts a result set into an HTML table or a Microsoft Excel
\n spreadsheet.<\/p>\n
The Sagent WebLink pages provide a user interface in HTML that is easy
\n to get up and running. The Sagent WebLink pages are designed using
\n frames for simple navigation to different types of information, such as
\n lists of Plans or Snaps. After specific Plan results display, a click on
\n another hypertext link or a different button displays the next item.
\n When users click on a hypertext link for a Plan, Sagent WebLink receives
\n the request and the Plan is executed to retrieve the latest results from
\n the database. Current results are obtained each time a request is made.<\/p>\n
Works with Any Browser on Any Platform<\/p>\n
Sagent WebLink provides platform-independent access to information in a
\n customizable and secure environment. Just like viewing any Web site,
\n users access information through their Web browsers from any location
\n and on any platform that supports Internet browsers.<\/p>\n
Features<\/p>\n
o Execution of “Plans”
\n o Viewing of “Snaps”
\n o Respects Security of Sagent Data Mart Server, RDBMS, and
\n Microsoft and Netscape Web Servers
\n o Enhanced for Netscape Navigator and Microsoft Internet Explorer
\n o Output
\n o HTML Table
\n o Microsoft Excel<\/p>\n
Exhibit 1-10<\/p>\n
47
\n o Supplied with Sample Web Page
\n o Open Environment for Designing Custom Web Page
\n o Sagent WebLink Command Set
\n o ISAPI DLL for high performance
\n o Configurable display of results either globally or
\n individually
\n System Requirements
\n Hardware
\n o No Special Requirements
\n Operating System
\n o Microsoft Windows NT 3.5 or above
\n Memory
\n o Required Memory 16 Mb
\n o Recommended 20 Mb
\n Disk Space
\n o Required: 25 Mb
\n Network Protocol Support
\n o Named Pipes
\n o TCP\/IP
\n Client Software
\n o Any HTML 3.0-compliant Web Browser
\n Server Software
\n o Microsoft Internet Information Server
\n o Any Windows NT-based Netscape Server<\/p>\n
Exhibit 1-11<\/p>\n
48
\n5. Sagent Admin<\/p>\n
The Sagent Data Mart Solution<\/p>\n
The SagentO Data Mart Solution is the first fully integrated family of products
\nfor populating, managing, and accessing Windows NT-based data marts. Sagent’s
\nunique Data Flow technology lets users process data beyond SQL to create more
\npowerful sets of information than ever before. It includes the Sagent Data Mart
\nSerer, Sagent Admin, Sagent Design StudioO, Sagent Information StudioO and
\nSagent WebLink.<\/p>\n
Sagent Admin<\/p>\n
Sagent Admin delivers comprehensive management and administration capabilities
\nfor Sagent Data Marts. It provides a centralized mechanism to manage a
\ndistributed network of Sagent Data Marts, and a flexible security model to
\nadminister Sagent users.<\/p>\n
Centralized Control of Distributed Data Marts<\/p>\n
The Sagent Data Mart Solution uses an RDBMS-based repository to store all data
\nmart components, including metadata (Base Views and MetaViews), information
\nrequests called Plans, result sets called Snaps, and data transforms. Sagent
\nAdmin provides extensive facilities to manage all Sagent repositories and their
\ncomponents from one intuitive tree-control interface. By providing a central
\npoint of control for a distributed network of data marts, Sagent Admin combines
\nthe centralized control of a data warehouse with the performance gains of data
\nmarts.<\/p>\n
Sagent Admin lets you view and edit many of the properties of each item in the
\nSagent Repository to determine ownership of Plans and Snaps, creation dates,
\nitems that are shared among users, the presence of Data Flow Transforms and
\nother items stored in a repository.<\/p>\n
You can easily monitor and control the activity of Sagent Agents on Data Mart
\nSystems. Sagent Admin displays the resources used and the current activity of
\neach agent, as well as provides control to stop an agent in progress. Sagent
\nalso provides other administration features such as cache control for better
\nperformance and query governing.<\/p>\n
Flexible User Security<\/p>\n
Sagent Admin provides a flexible model for controlling user security. Security
\ncan be applied to data and to specific Sagent functionality. Controls maintained
\nover data access and what features a user can and can not access on their
\ndesktop.<\/p>\n
Users, Groups, Roles and Permissions<\/p>\n
Sagent Admin lets you easily create users, groups, roles and permissions within
\nthe Sagent environment. Sagent users are defined and then placed within a group.
\nThere are three types of Sagent groups:<\/p>\n
o Security Groups – users with permission to access the same data
\n or MetaViews.<\/p>\n
o Cache Groups – users who, for improved system performance, share
\n commonly accessed results from requests made by members of their
\n workgroup, that are cached on the Data Mart Server.<\/p>\n
o Distribution Groups – users who can share information Plans and
\n Snaps, through Sagent’s Publish and Subscribe feature.<\/p>\n
Sagent Admin allows for the creation of Permissions which define what database
\ninformation a user can access. Control over what data each user can see is
\nmaintained <\/p>\n
Exhibit 1-12<\/p>\n
49
\nby giving a Security Group permission to access a pre-defined set of MetaViews.
\nSecurity Groups can use a “trusted” security schedule where every Sagent user in
\na group uses a single database connection, or a mapped scheme where each user
\nhas their own database connection.<\/p>\n
Privileges<\/p>\n
Sagent users are also defined by Roles. Roles are pre-defined sets of privileges
\nwhich give users the right to perform certain functions within the Sagent
\nenvironment. Most functions provided by the Sagent Data Mart solution are
\nassociated with a privilege. For example, an end user role may be defined
\nwithout the privilege to save a Snap of the Results of a plan or to share
\ninformation with other users. A power user role, on the other hand, may have the
\nprivileges to create a snap of information and to Publish their Snap to others
\nfor their use.<\/p>\n
Features<\/p>\n
o Repository Management
\n o Add a Repository
\n o Remove a Repository
\n o Modify a Repository
\n o Security
\n o Set User Properties
\n o Set Group Properties
\n o Security Group
\n o Cache Group
\n o Distribution Group
\n o Set Permissions (Data Access
\n o Set Role Properties (Feature Access
\n o BaseViews
\n o MetaViews
\n o Agent Administration
\n o Register an Agent
\n o Start an Agent
\n o Stop an Agent
\n o Specify Network Protocol for Agent
\n o Set Time-out for Agent
\n o Edit Agent Registry Settings
\n o Group Cache Management
\n o Set Cache Size
\n o Set Cache Policies
\n o Flush Items from Cache
\n o List Database Connections in Use
\n o Stop a Database Query on databases that support it
\n System Requirements
\n Hardware
\n o Intel-Based processors
\n o 486 processor or higher
\n Operating System
\n o Microsoft Windows 95
\n o Microsoft Windows NT 3.5 or above
\n Memory<\/p>\n
Exhibit 1-13<\/p>\n
50
\n o Required Memory 16 Mb
\n o Recommended 24+ Mb
\n Disk Space
\n o Required: 25 Mb
\n Network Protocol Support
\n o Named Pipes<\/p>\n
Exhibit 1-14<\/p>\n
51
\n6. Sagent Analysis<\/p>\n
Sagent Analysis is a business analysis tool that summarizes information by
\nmultiple dimensions so that users can uncover opportunities, trends, and
\nweaknesses in their business. Results from information requests can be displayed
\nin Crosstabs or Charts so users can easily examine the same data from different
\nangles. Sagent Analysis makes business intelligence readily available to anyone
\nwho wants to monitor their business operations.<\/p>\n
Multi-Dimensional Views of Data<\/p>\n
Sagent Analysis displays multi-dimensional representations of data so that users
\ncan analyze data by dimensions such as sales by product, by region, and by
\nquarter. These data “FlashCubes(TM)” display as Crosstabs or two-dimensional and
\nthree-dimensional rotating Charts. Crosstabs and Charts are multi-level and can
\ndisplay any number of business dimensions and measures.<\/p>\n
Sagent Analysis automatically creates a Crosstab or Chart from the result set of
\nan existing information access Plan or Snap shot of data. Users can also build a
\nPlan or Snap, working directly from an empty Crosstab or Chart. A single result
\nset can also be displayed in multiple Crosstabs and Charts so that users can
\neasily tab between the individual displays.<\/p>\n
Interactive Pivoting and Drilling<\/p>\n
Sagent Analysis provides interactive pivoting and drilling capabilities in
\nCrosstabs and Charts. Users can pivot data in Crosstabs and Charts, or drill
\ninto the data in any direction to discover new relationships between data sets.
\nData can be drilled in an ad-hoc manner or through pre-defined hierarchies set
\nup by a data designer. An example of a hierarchy is Category, Brand and Product
\nName in the Product dimension group. Users can also filter data in a Crosstab
\nwith immediate results so that users view only the data combinations that they
\nwant.<\/p>\n
High Performance Analysis<\/p>\n
A key aspect of performing complex analysis is the processing of aggregates,
\nwhich are summarized data such as totals or averages. Sagent balances the
\nprocessing of aggregates between the client and the server for improved
\nperformance. Aggregates can be calculated on the server and then staged on the
\ndesktop in a FlashCube. Because data is staged on the desktop, Crosstabs and
\nCharts immediately display results when users are drilling, pivoting or
\nfiltering.<\/p>\n
Seamless Integration with Sagent Product Line<\/p>\n
Sagent Analysis plugs directly into Sagent Design Studio and Information Studio
\nso users can take advantage of all the benefits of the Sagent Data Mart Solution
\nwithout having to switch to another product. The features of Sagent Design
\nStudio and Information Studio, such as Publish and Subscribe, Scheduling,
\ncreation of Snaps and Internet\/Intranet distribution and Data Flow Plans, work
\nseamlessly with Sagent Analysis.<\/p>\n
Exhibit 1-15<\/p>\n
52
\nFeatures<\/p>\n
o Crosstabs of Multiple Dimensions
\n o Local Aggregation
\n o Server Aggregation
\n o Charting and Graphing
\n o Two-dimensional
\n o Three-dimensional Rotating
\n o Chart Wizard
\n o Aggregate Functions
\n o Drilling on Crosstabs and Charts
\n o Drill Down: Displays the data for the next level of
\n detail
\n o Roll Up: Collapses the lower levels of detail
\n o Skip Drill: Provides a short cut to display a level of a
\n pre-defined hierarchy
\n o Pivoting in Crosstabs, Charts and Graphs
\n o Analysis Filtering
\n o Multiple Analysis Displays in a Plan or a Snap
\n o Saving a Cube as a Snap
\n o Saving a Slice of a Cube as a Table
\n o Integration with Microsoft Excel
\n o Creating Crosstabs and Charts From Existing Plans
\n o Exception Highlighting
\n o Analysis in Sagent WebLink via ActiveX
\n o Charts
\n o Crosstabs
\nSystem Requirements
\nHardware
\no Intel-Based processor
\no Required 486 processor or higher
\no Recommended Pentium processor or higher
\nOperating System
\no Microsoft Windows 95 <\/p>\n
Exhibit 1-16<\/p>\n
53
\no Microsoft Windows NT 3.51 or above
\nMemory for client workstation
\no Required 16 Mb o Recommended 32 Mb
\nDisk Space
\no Required: 25 Mb
\nNetwork Protocol Support
\no Named Pipes
\no TCP\/IP<\/p>\n
Exhibit 1-17<\/p>\n
54
\n Exhibit 2 – Escrow Agreement<\/p>\n
[ESCROW AGREEMENT]<\/p>\n
AGREEMENT ADDENDUM “A”<\/p>\n
TERMS AND CONDITIONS OF ESCROW ACCOUNT<\/p>\n
SOURCEFLEX
\n SOFTWARE ESCROW AGREEMENT<\/p>\n
DEVELOPER (SAGENT TECHNOLOGY, INC.) SOURCEFILE<\/p>\n
THIS CONTRACT IS A TWO-PARTY AGREEMENT BETWEEN SOURCEFILE AND SAGENT TECHNOLOGY,
\nINC.. END-USERS MAY SIGN ON TO THIS AGREEMENT AS THEY LICENSE THE TECHNOLOGY
\nFROM THE SAGENT. THE SOURCEFLEX CONTRACT PROVIDES THE OPPORTUNITY TO SERVE ALL
\nLICENSEES OF A PARTICULAR SOFTWARE DEVELOPER FOR ONE OR MORE SYSTEMS.<\/p>\n
EXHIBIT 2-1<\/p>\n
55
\n SOURCEFLEX
\n SOFTWARE SOURCE CODE ESCROW AGREEMENT
\n SOURCEFILE NUMBER:___7446________<\/p>\n
This Software Source Code Escrow Agreement, dated as of January 6, 1997
\nby and between FileSafe, Inc., a California corporation, doing business as
\nSourceFile (“SourceFile”) located at 1350 West Grand Ave., Oakland, California
\n94607 and Sagent Technology, Inc., located at 2225 E. Bayshore, Palo Alto, CA
\n94303 (“Sagent”), and each Beneficiary identified by Depositor to SourceFile as
\nprovided for in Paragraph 3 hereof (each a “Beneficiary”, collectively the
\n“Beneficiaries”).<\/p>\n
RECITALS:<\/p>\n
A. Pursuant to certain software license agreements (each a “License
\nAgreement”, collectively the “License Agreements”), Depositor licenses to
\ncertain licensees certain software in object code form (the “Software”). A
\ndescription of each Software effective as of the date hereof, is attached hereto
\nas Exhibit “A”.<\/p>\n
B. The Software is the proprietary and confidential information of
\nDepositor, and Depositor desires to protect such ownership and confidentiality.<\/p>\n
C. Depositor desires to ensure the availability to its Beneficiaries of
\nthe source code and all necessary proprietary information related to the
\nSoftware (the “Source Material”) in the event certain conditions set forth in
\nParagraph 4 of this Agreement should occur.<\/p>\n
AGREEMENT:<\/p>\n
1. DELIVERY OF SOURCE MATERIAL TO SOURCEFILE. Upon execution of this
\nagreement, Depositor shall deliver to SourceFile a parcel (the “Parcel”) sealed
\nby Depositor, which Depositor represents and warrants contains the Source
\nMaterial. . During the course of the Agreement, and at the same time as
\nrevisions to the OBJECT CODE, (including any IMPROVEMENTS, CORRECTIONS,
\nENHANCEMENTS, UPGRADES, and UPDATES which PROVIDER is required to incorporate in
\nthe [Software] are delivered by Depositor, Depositor shall deliver to SourceFile
\nthe revised Source Material Escrow Materials SourceFile has no knowledge of, and
\nmakes no representations with respect to, the contents or substance of the
\nParcel, the Software or the Source Material. Depositor shall send to SourceFile
\na duplicate of the Source Material within three (3) days after receiving written
\nnotice from SourceFile that the Source Material has been destroyed or damaged.
\nAll supplements shall be subject to the terms and provisions of this Agreement.<\/p>\n
2. ACKNOWLEDGMENT OF RECEIPT BY SOURCEFILE. SourceFile shall promptly
\nacknowledge to Depositor and to Beneficiary the receipt of the Parcel and any
\nsupplements to the Source Material which are added to the Parcel. Depositor
\nshall provide supplements to the Source Material for each version of the
\nSoftware. AR such supplements shall be subject to the terms and provisions of
\nthis Agreement. SourceFile will notify Beneficiary and Depositor of each update
\nto the Source Material. Such notification will be sent via certified mail,
\nreturn receipt required. SourceFile will provide an account status report to the
\nBeneficiary and Depositor on a semi-annual basis.<\/p>\n
3. ACKNOWLEDGMENT BY BENEFICIARIES. For purposes of this Agreement, a
\nlicensee of the Software under a fully executed License Agreement, shall be a
\nBeneficiary hereunder <\/p>\n
Exhibit 2-2<\/p>\n
56
\nwith such rights of a Beneficiary as set forth herein, only if (i) such licensee
\nhas sent to SourceFile a fully executed copy of the form of acknowledgment
\nattached hereto as Exhibit “B”, in which such licensee accepts the terms of this
\nAgreement and (ii) all fees are paid. The names and addresses of the
\nBeneficiaries shall be described in one or more schedules of Beneficiaries. A
\nschedule of Beneficiaries effective as of the date of this Agreement is attached
\nhereto as Exhibit “C”. All other licensees of the Software shall have no rights
\nhereunder and SourceFile shall have no duties to such licensees.<\/p>\n
4. TERMS AND CONDITIONS OF THE SOURCE MATERIAL ESCROW. The Parcel shall
\nbe held by SourceFile upon the following terms and conditions:<\/p>\n
(i) Beneficiary’s right to possession of the Source Code is subject
\n to Beneficiary’s execution of a registration document with
\n SourceFile and payment to Sagent of an annual fee for
\n Beneficiary’s participation in such escrow account. Such
\n registration document shall provide Beneficiary access to the
\n Source Code, the right to use and modify the Source Code solely
\n to maintain and support Beneficiary’s current and future
\n customers of the Licensed Material and the right to produce
\n object code copies of the modified Licensed Material as part of
\n Beneficiary’s applications for use in accordance with the terms
\n of the Agreement, subject to the following conditions: (a)
\n Beneficiary is in compliance with the terms of the Agreement;
\n (b) Beneficiary has a valid license to the Licensed Material;
\n and (c) Beneficiary has a valid maintenance agreement with
\n Sagent for support of the Licensed Material, and either (1) A
\n petition in bankruptcy has been filed in Sagent’s name, whether
\n voluntarily or involuntarily, and such petition is not withdrawn
\n within 90 days of such filing or (2) pursuant to Sagent’s
\n obligations under a valid maintenance agreement with
\n Beneficiary, Sagent has consistently and repeatedly failed or
\n refused to correct a catastrophic error or numerous individual
\n errors in the Licensed Materials which render the licensed
\n materials commercially unusable. Provided that the above
\n conditions exist, and Beneficiary has given Depositor written
\n notice of such breach which was not cured within 60 days (the
\n Release Condition), then SourceFile shall follow the following
\n procedures set forth in this Section 4, parts (h), (iii), (iv)
\n and (v).<\/p>\n
(ii) SourceFile shall promptly notify Depositor of the occurrence of
\n the Release Condition and shall provide to Depositor a copy of
\n Beneficiary’s notice to SourceFile.<\/p>\n
(iii) If SourceFile does not receive Contrary Instructions, as defined
\n below, from Depositor within sixty (60) days following
\n SourceFile’s delivery of a copy of such notice to Depositor,
\n SourceFile shall deliver a copy of the Source Material to
\n Beneficiary. “Contrary Instructions” for the purposes of this
\n Section 4 shall mean the filing of written notice with
\n SourceFile by Depositor, with a copy to the Beneficiary
\n demanding delivery, stating that the Release Condition has not
\n occurred or has been cured.<\/p>\n
(iv) If SourceFile receives Contrary Instructions from Depositor
\n within sixty (60) days of the giving of such notice to
\n Depositor, SourceFile shall not deliver a copy of the Source
\n Material to the Beneficiary, but shall continue to store the
\n Parcel until: (1) otherwise directed by the Depositor and
\n Beneficiary jointly; (2) SourceFile has received a copy of an
\n order of a court <\/p>\n
Exhibit 2-3<\/p>\n
57
\n of competent jurisdiction directing SourceFile as to the
\n disposition of the Source Material; or (3) SourceFile has
\n deposited the Parcel with a court of competent jurisdiction or a
\n Trustee or receiver selected by such court pursuant to this
\n Section 4, part (v) below.<\/p>\n
(v) Upon receipt of Contrary Instructions from Depositor, SourceFile
\n shall have the absolute right, at SourceFile’s election, to file
\n an action in interpleader requiring the Depositor and
\n Beneficiary to answer and litigate their several claims and
\n rights amongst themselves. SourceFile is hereby authorized to
\n comply with the applicable interpleader statutes of the State of
\n California in this regard.<\/p>\n
5. TERM OF AGREEMENT. This Agreement shall have an initial term of three
\n(3) years. The term shall be automatically renewed on a yearly basis thereafter,
\nunless Depositor, Beneficiary, or SourceFile notifies the other parties in
\nwriting at least forty-five (45) days prior to the end of the then current term
\nof its intention to terminate this Agreement.<\/p>\n
6. COMPENSATION OF SOURCEFILE. Depositor or Beneficiary agree to pay
\nSourceFile reasonable compensation for the services to be rendered hereunder in
\naccordance with SourceFile’s then current schedule of fees, except that any fees
\nassociated with Escrow Release Requests and Technical Review\/Verification
\nRequests initiated by a Beneficiary must be paid by that Beneficiary in
\naccordance with SourceFile’s then current schedule of fees. Depositor or
\nBeneficiary will pay or reimburse SourceFile upon request for all reasonable
\nexpenses, disbursements and advances, including software duplication charges,
\nincurred or made by it in connection with carrying out its duties hereunder.<\/p>\n
7. LIMITATION OF DUTIES OF SOURCEFILE. SourceFile undertakes to perform
\nonly such duties as are expressly set forth herein.<\/p>\n
8. LIMITATION OF LIABILITY OF SOURCEFILE. SourceFile may rely on and
\nshall suffer no liability as a result of acting or refraining from acting upon
\nany written notice, instruction or request furnished to SourceFile hereunder
\nwhich is reasonably believed by SourceFile to be genuine and to have been signed
\nor presented by a person reasonably believed by SourceFile to be authorized to
\nact on behalf of the parties hereto. SourceFile shall not be liable for any
\naction taken by it in good faith and believed by it to be authorized or within
\nthe rights or powers conferred upon it by this Agreement. SourceFile may consult
\nwith counsel of its own choice, and shall have full and complete authorization
\nand protection for any action taken or suffered by it hereunder in good faith
\nand in accordance with the opinion of such counsel.<\/p>\n
9. INDEMNIFICATION OF SOURCEFILE. SourceFile shall be responsible to
\nperform its obligations under this agreement and to act in a reasonable and
\nprudent manner with regard to this escrow arrangement. Provided that SourceFile
\nhas acted in the manner stated in the previous sentence, Depositor and
\nBeneficiary each agree to indemnify, defend, and hold harmless SourceFile and
\nits agents and employees (collectively, “SourceFile”) from any and all claims,
\ndemands, liability, costs and expenses (including attorney’s fees) incurred by
\nSourceFile directly or indirectly arising from or relating to the Source
\nMaterial and\/or SourceFile’s performance of its duties under this Agreement.<\/p>\n
10. RECORD KEEPING AND INSPECTION OF SOFTWARE. SourceFile shall maintain
\ncomplete written records of all materials deposited by Depositor pursuant to
\nthis Agreement. During the term of this Agreement, Depositor shall be entitled
\nat reasonable times during <\/p>\n
Exhibit 2-4<\/p>\n
58
\nnormal business hours and upon reasonable notice to SourceFile to inspect the
\nrecords of SourceFile maintained pursuant to this Agreement and to inspect the
\nfacilities of SourceFile and the physical condition of the Source Material.<\/p>\n
11. TECHNICAL VERIFICATION. Beneficiary reserves the option to request
\nSourceFile to verify the Source Material for completeness and accuracy. At
\nBeneficiary’s expense, SourceFile may elect to perform the verification at its
\nsite or at the Depositors site. Depositor agrees to reasonably cooperate with
\nSourceFile in the verification process by providing its facilities and computer
\nsystems and by permitting SourceFile and at least one employee of Beneficiary to
\nbe present during the verification of Source Material.<\/p>\n
12. RESTRICTION ON ACCESS TO SOURCE MATERIAL. SourceFile shall maintain
\nthe Source Materials in a secure, environmentally safe, locked receptacle which
\nis accessible only to authorized SourceFile employees. SourceFile shall not
\ndisclose the contents of this Agreement to any third party. If SourceFile
\nreceives a subpoena or other order of a court or other judicial tribunal
\npertaining to the disclosure or release of the Source Materials, SourceFile will
\nimmediately notify Depositor. Except as required to carry out its duties
\nhereunder, SourceFile shall not permit any SourceFile employee, Beneficiary or
\nany other person access to the Source Material except as expressly provided
\nherein, unless consented to in writing by Depositor. SourceFile shall use its
\nbest efforts to avoid unauthorized access to the Source Material by its
\nemployees or any other person.<\/p>\n
13. BANKRUPTCY. Depositor and Beneficiary acknowledge that this
\nAgreement is an “agreement supplementary to” the License Agreement as provided
\nin Section 365 (n) of Title 11, United State Code (the “Bankruptcy Code”).
\nDepositor acknowledges that if Depositor, as a debtor in possession or a trustee
\nin Bankruptcy in a case under the Bankruptcy Code, rejects the License Agreement
\nor this Agreement, Beneficiary may elect to retain its rights under the License
\nAgreement and this Agreement as provided in Section 365(n) of the Bankruptcy
\nCode. Upon written request of Beneficiary to Depositor or the Bankruptcy
\nTrustee, Depositor or such Bankruptcy Trustee shall not interfere with the
\nrights of Beneficiary as provided in the License Agreement and this Agreement,
\nincluding the right to obtain the Source Material from SourceFile as permitted
\nhereunder.<\/p>\n
14. NOTICES.<\/p>\n
(i) Any notice or other communication required or permitted under this
\nAgreement shall be in writing and shall be deemed to have been duly given on the
\ndate service is served, personally, sent by overnight courier, or five (5) days
\nafter the date of mailing if sent registered mail, postage prepaid, return
\nreceipt required, and addressed as follows or to such other address or facsimile
\nnumber as either party may, from time to time, designate in a written notice
\ngiven in like manner:<\/p>\n
TO DEPOSITOR: Sagent Technology, Inc.
\n 2225 East Bayshore Shore Road, Suite 100
\n Palo Alto, CA 94303
\n Phone: (415) 493-7100
\n Fax: (415) 493-1290<\/p>\n
TO SOURCEFILE: SourceFile
\n 1350 West Grand Ave.
\n Oakland, California 94607
\n Attn.: Client Services
\n Phone: (510) 419-3888
\n Fax: (510) 419-3875<\/p>\n
Exhibit 2-5<\/p>\n
59
\n (ii) Deposit update notices and invoices will be sent to parties listed
\nin Exhibit “D” and “E”.<\/p>\n
TO BENEFICIARY: As set forth in Exhibit “C” Schedule of Beneficiaries.<\/p>\n
15. MISCELLANEOUS PROVISIONS.<\/p>\n
(a) WAIVER. Any term of this Agreement may be waived by the party
\nentitled to the benefits thereof, provided that any such waiver must be in
\nwriting and signed by the party against whom the enforcement of the waiver is
\nsought. No waiver of any condition, or of the breach of any provision of this
\nAgreement, in any one or more instances, shall be deemed to be a further or
\ncontinuing waiver of such condition or breach. Delay or failure to exercise any
\nright or remedy shall not be deemed the waiver of that right or remedy.<\/p>\n
(b) MODIFICATION OR AMENDMENT. Any modification or amendment of
\nany provision of this Agreement must be in writing, signed by the parties hereto
\nand dated subsequent to the date hereof.<\/p>\n
(c) GOVERNING LAW JURISDICTION. This Agreement shall be governed
\nby and construed in accordance with the laws of the State of California. All
\ndisputes arising out of or related to this Agreement shall be subject to the
\nexclusive jurisdiction and venue of the State and Federal courts of Santa Clara
\nCounty, California.<\/p>\n
(d) HEADINGS; SEVERABILITY. The headings appearing at the
\nbeginning of the sections contained in this Agreement have been inserted for
\nidentification and reference purposes only and shall not be used to determine
\nthe construction or interpretation of this Agreement. If any provision of this
\nAgreement is held to be invalid, illegal or unenforceable, the validity,
\nlegality and enforceability of the remaining provisions shall not in any way be
\naffected or impaired thereby.<\/p>\n
(e) FURTHER ASSURANCES. The parties agree to perform all acts and
\nexecute all supplementary instruments or documents which may be reasonably
\nnecessary to carry out the provisions of this Agreement.<\/p>\n
(f) ENTIRE AGREEMENT. This Agreement, including the attachments
\nhereto, contains the entire understanding between the parties’ and supersedes
\nall previous communications, representations and contracts, oral or written,
\nbetween the parties, with respect to the subject matter thereof It is agreed and
\nunderstood that this document and agreement shall be the whole and only
\nagreement between the parties hereto with regard to these escrow instructions
\nand the obligations of SourceFile herein in connection with this Agreement, and
\nshall supersede and cancel any prior instructions. SourceFile is specifically
\ndirected to follow these instructions only and SourceFile shall have no
\nresponsibility to follow the terms of any prior agreements or oral
\nunderstandings.<\/p>\n
Exhibit 2-6<\/p>\n
60
\n IN WITNESS WHEREOF, the parties have executed this Agreement as of the
\ndate first above written.<\/p>\n
DEPOSITOR SOURCEFILE<\/p>\n
SAGENT TECHNOLOGY, INC. FILESAFE, INC.,
\nA CALIFORNIA CORPORATION A CALIFORNIA CORPORATION<\/p>\n
By:\/s\/ Thomas Lounibos By:
\n ——————————- ————————–<\/p>\n
Name: Thomas Lounibos Name:
\n ——————————- ————————<\/p>\n
Title: VP Sales Title:
\n ——————————- ———————–<\/p>\n
Exhibit 2-7<\/p>\n
61
\n EXHIBIT “A-___”
\n DESCRIPTION OF SOURCE MATERIAL
\n SOURCEFILE ACCOUNT #__7446______<\/p>\n
The Depositor agrees to deposit the Source Material for the benefit of the
\nLicensee of this escrow arrangement. Below is the acknowledgment that the
\ndeposit arrived at SourceFile in good order. It is completed by the Depositor
\nand visually inspected by SourceFile. A copy of this form will be shared with
\nLicensees of the Source Material.(As multiple deposits are made, please make
\ncopies of this form and number them appropriately. For example, the initial
\ndeposit will be Exhibit “A-1”, the next “A-2” and so on).<\/p>\n
1. SOURCE MATERIAL DEPOSIT<\/p>\n
PRODUCT NAME Sagent DataMart Server, Web Link
\n VERSION 2.0
\n ————————————————————–<\/p>\n
2. TYPE OF MEDIA<\/p>\n
– THERE CAN BE MORE THAN ONE TYPE (I.E. DISKETTE, TAPE, HARD COPY
\n MATERIALS, ETC.)<\/p>\n
– PLEASE INCLUDE THE QUANTITY OF TYPE (I.E. TWO (2) DISKETTES)<\/p>\n
1 tape
\n ———————————————————————-<\/p>\n
———————————————————————-<\/p>\n
———————————————————————-<\/p>\n
3. PLEASE CHECK ONE OF THE FOLLOWING:<\/p>\n
INITIAL DEPOSIT [ ] SUPPLEMENTAL [X] REPLACEMENT [ ] *<\/p>\n
*IF REPLACEMENT THEN: DESTROY DEPOSIT [ ] OR RETURN DEPOSIT [ ] <\/p>\n
——————————————————————————–<\/p>\n
Completed by: Visually verified by:<\/p>\n
DEPOSITOR SOURCEFILE<\/p>\n
By: By:
\n ————————– ————————–<\/p>\n
Name: Ken Gardner Name:
\n ————————<\/p>\n
Title: Chief Executive Officer Title: Client Services<\/p>\n
Date: Date:
\n ———————— ————————<\/p>\n
Exhibit 2-8<\/p>\n
62
\n Exhibit 3 – Sagent End User Agreement<\/p>\n
EXHIBIT “B”
\n FORM OF ACKNOWLEDGMENT BY BENEFICIARY<\/p>\n
The undersigned hereby acknowledges, accepts and agrees to be bound by
\nthe terms of the attached SourceFlex Software Source Code Escrow Agreement by
\nand between SourceFile, Inc., a California corporation, as Escrow Agent and
\nSagent Technology, Inc., as Licensee, dated December 1, 1996.<\/p>\n
BENEFICIARY: By: [SIG]
\n —————————–
\n Name: Terry C. Ludvigson
\n Company: Unisys Corporation
\n Title: Manager Technical Procurement
\n Address: 322 North 2200 West
\n Salt Lake City, Utah 84116
\n Phone: (801) 594-4267
\n Fax: (801) 594-4835<\/p>\n
[SIG]
\nDEPOSITOR: Sagent Technology, Inc.
\n 2225 East Bayshore Rd. Suite 100
\n Palo Alto, CA 94303
\n Phone: (650) 493-7100
\n Fax: (650) 493-1290<\/p>\n
PLEASE SEND CERTIFIED OR REGISTERED MAIL to:<\/p>\n
SOURCEFILE: SOURCEFILE
\n 1350 West Grand Ave.
\n Oakland, California 94607
\n Attn: Client Services
\n Phone: (510) 419-3888
\n Fax: (510) 419.3875<\/p>\n
Exhibit 2-9<\/p>\n
63
\n EXHIBIT “C”
\n SCHEDULE OF BENEFICIARIES OF THE SOFTWARE<\/p>\n
Exhibit 2-10<\/p>\n
64
\n EXHIBIT “D”
\n SCHEDULE OF NOTICES
\n DEPOSITOR<\/p>\n
Depositor deposit
\n notices should be sent to: Name: Kathy Ovalle
\n Title: Corporate Controller
\n Address: 2225 East Bayshore Road Suite 100
\n Palo Alto, CA 94303
\n Phone: (650) 496-3112
\n Fax: (650) 493-1290<\/p>\n
Depositor invoices
\n should be sent to: Name: Kathy Ovalle
\n Title: Corporate Controller
\n Address: 2225 East Bayshore Road Suite 100
\n Palo Alto, CA 94303
\n Phone: (650) 496-3112
\n Fax: (650) 493-1290<\/p>\n
Exhibit 2-11<\/p>\n
65
\n EXHIBIT “E”
\n SCHEDULE OF NOTICES
\n BENEFICIARY<\/p>\n
Depositor deposit notices
\n should be sent to:
\n Name: Terry Ludvigson
\n Title: Mgr. Technical Procurement
\n Address: 322 North 2200 West
\n Salt Lake City, UT 84116<\/p>\n
Phone: (801) 594-4297
\n Fax: (801) 594-4835<\/p>\n
Beneficiary notices
\n should be sent to:
\n Name: Terry Ludvigson
\n Title: Mgr. Technical Procurement
\n Address: 322 North 2200 West
\n Salt Lake City, UT 84116<\/p>\n
Phone: (801) 594-4297
\n Fax: (801) 594-4835<\/p>\n
1. Concurrent with the signing of the Solution Provider Agreement, PROVIDER
\n shall deposit in Unisys Law Department at Township Line and Union
\n Meeting Roads, Blue Bell PA 19424, Attention: General Counsel, the
\n then-current copies of the Escrow Materials. SOURCE CODE shall be
\n provided on media as specified by Unisys. At the same time as revisions
\n to the OBJECT CODE, (including any IMPROVEMENTS, CORRECTIONS,
\n ENHANCEMENTS, UPGRADES, and UPDATES which PROVIDER is required to
\n incorporate in the [Software] are delivered by PROVIDER, PROVIDER shall
\n deliver to Unisys the revised Escrow Materials. If necessary, Unisys
\n shall give PROVIDER access to the Escrow Materials previously deposited
\n for the purpose of updating such Escrow Materials.<\/p>\n
2. Unisys shall protect the Escrow Materials to the same extent as it does
\n its own confidential information of a similar nature and shall not use
\n or examine such materials, except to verify the accuracy, completeness
\n and sufficiency of a deposit and except as provided in Article (the
\n Escrow Account Article), Paragraphs B and C.<\/p>\n
3. Unisys shall have the right to have PROVIDER demonstrate to Unisys,
\n within the applicable operating environment, for the initial deposit of
\n Escrow Materials and, thereafter, not more frequently than once a year
\n at either Unisys’ cognizant place of business or at another site chosen
\n by mutual agreement, that the Escrow Materials comprise the then current
\n Software and [DOCUMENTATION\/its related documentation]. Each party shall
\n be responsible for its own costs associated with this <\/p>\n
Exhibit 2-12<\/p>\n
66
\n demonstration, except that Unisys will reimburse PROVIDER travel and
\n living expenses, as provided in Attachment Q related to this
\n demonstration if held at a Unisys site. In order to have such
\n demonstration, Unisys shall give written notice to PROVIDER specifying a
\n date for the demonstration, which shall be no sooner than thirty (30)
\n days after the date of receipt of the written notice. If PROVIDER cannot
\n demonstrate to Unisys that the Escrow Materials are current, PROVIDER
\n shall immediately update the Escrow Materials to make them current.<\/p>\n
4. Unisys will inform PROVIDER of any change in the location and person
\n responsible for holding the Escrow Materials.<\/p>\n
5. Unisys or PROVIDER may request the joint inspection of the Escrow
\n Materials at Unisys’ site, with reasonable notice, to review the Escrow
\n Materials for accuracy, completeness and currentness. In the event such
\n review reveals a deficiency in the Escrow Materials, PROVIDER shall
\n promptly provide revisions to the Escrow Materials to correct such
\n deficiency. Unisys will return obsolete versions of the Escrow Materials
\n to PROVIDER when no longer required for the purposes of this Agreement.<\/p>\n
Exhibit 2-13<\/p>\n
67
\n Exhibit 3 – Sagent End User Agreement<\/p>\n
EXHIBIT 3<\/p>\n
Sagent End User Agreement<\/p>\n
Exhibit 3-1<\/p>\n
68
\n SOFTWARE LICENSE AGREEMENT<\/p>\n
THANK YOU FOR PURCHASING THIS PRODUCT. IT IS IMPORTANT THAT YOU CAREFULLY READ
\nTHIS AGREEMENT BEFORE OPENING THIS PACKAGE. BY OPENING THIS SEALED PACKAGE, YOU
\nAGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATE A BINDING
\nCONTRACT BETWEEN YOU AND SAGENT TECHNOLOGY, INC. (“SAGENT’). IF YOU DO NOT AGREE
\nTO THESE TERMS, YOU MAY RETURN THIS PACKAGE UNOPENED TO SAGENT WITHIN THIRTY
\n(30) DAYS OF PURCHASE FOR A FULL REFUND.<\/p>\n
LICENSE<\/p>\n
Sagent grants you a non-exclusive, non-transferable license to use this copy of
\nthe software program (the “Software”) and accompanying documentation, if any,
\nand any updates or upgrades thereto provided by Sagent according to the terms
\nset forth below. If the Software is being provided to you as an update or
\nupgrade to software which you have previously licensed, then you agree to
\ndestroy all copies of the prior release of this software within thirty (30) days
\nafter entering into this Agreement; provided, however, that you may retain one
\ncopy of the prior release for backup purposes.<\/p>\n
YOU MAY:<\/p>\n
a. install the Software on only one of the following, as specified on your
\n Order Form or other signed agreement with Sagent (the “Governing
\n Terms”); (i) (if specified as “stand alone” or “single user’ version) a
\n stand alone or computer network node from which node the Software cannot
\n be accessed by another computer; or (ii) (if specified as a “LAN”
\n version) a network server at one site only, which server provides access
\n to multiple computers, up to the maximum number of computers or
\n concurrent users specified in such Governing Terms; or (iii) if
\n specified as a “multi-user pack”, the number of computer nodes (network
\n or stand alone) up to the number of users as specified in such Governing
\n Terms.<\/p>\n
b. make one (1) copy of the Software in machine readable form solely for
\n backup purposes, provided that you reproduce all proprietary notices on
\n the copy; and<\/p>\n
c. physically transfer the Software from (as applicable): (i) one stand
\n alone computer or network node to another stand alone computer or
\n network node; or from (ii) one server to another server, provided that
\n the Software is used on only one computer, network node or server at a
\n time; or from (iii) the number of stand alone computers, network nodes
\n or servers to other stand alone computers, network nodes, or servers,
\n provided that the number of Software users does not exceed the number
\n specified in the Governing Terms.<\/p>\n
Exhibit 3-2<\/p>\n
69
\nYOU MAY NOT:<\/p>\n
a. Modify, translate, reverse engineer, decompile, disassemble, or create
\n derivative works based on the Software (except to the extent that such
\n acts may not be prohibited under applicable law),<\/p>\n
b. copy the Software (except as provided above) or copy the accompanying
\n documentation,<\/p>\n
c. rent, transfer, lease, distribute or grant any rights in the Software or
\n accompanying documentation in any form to any person without the prior
\n written consent of Sagent, or<\/p>\n
d. remove any proprietary notices, labels, or marks on the Software and
\n accompanying documentation<\/p>\n
This license is not a sale. Title and copyrights to the Software, accompanying
\ndocumentation and any copy made by you remain with Sagent or its licensors, as
\nthe case may be. Unauthorized copying of the Software or the accompanying
\ndocumentation, or failure to comply with the above restrictions, will result in
\nautomatic termination of this license and will make available to Sagent other
\nlegal remedies.<\/p>\n
LIMITED WARRANTY AND DISCLAIMER<\/p>\n
Sagent warrants that, for a period of ninety (90) days from the date of delivery
\nto you, (i) the Software will perform substantially in accordance with the
\naccompanying documentation, and (ii) the software media on which the Software is
\nfurnished under normal use will be free from defects in materials and
\nworkmanship.<\/p>\n
Sagent’s entire liability and your exclusive remedy under this warranty (which
\nis subject to your returning the Software to Sagent) will be, at Sagent’s
\noption, to use reasonable commercial efforts to attempt to correct or work
\naround errors, to replace the Software Media with functionally equivalent
\nSoftware Media, as applicable.<\/p>\n
Sagent warrants that the software shall not cause erroneous date calculations
\ndue to miscalculations by the Software as a result of the year 2000 date change.
\nSagent further warrants that the software includes the ability to manage and
\nmanipulate all data involving dates or date fields which include indication of
\ncentury to ensure year 2000 compatibility.<\/p>\n
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, SAGENT MAKES AND YOU RECEIVE NO
\nWARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OR IN ANY
\nCOMMUNICATION WITH YOU, AND SAGENT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY
\nOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND
\nTHEIR EQUIVALENTS. Sagent does not warrant that the <\/p>\n
Exhibit 3-3<\/p>\n
70
\noperation of the Software will be uninterrupted or error free or that the
\nSoftware will meet your specific requirements.<\/p>\n
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
\nWARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE
\nOTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.<\/p>\n
LIMITATION OF LIABILITY<\/p>\n
IN NO EVENT WILL SAGENT BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COST OF COVER,
\nOR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES
\nARISING FROM THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER
\nCAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF SAGENT
\nOR AN AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
\nIN NO EVENT WILL SAGENT’S LIABILITY EXCEED THE AMOUNTS PAID FOR THE SOFTWARE.
\nYOU ACKNOWLEDGE THAT THE AMOUNTS PAID BY YOU FOR THE SOFTWARE REFLECT THIS
\nALLOCATION OF RISK.<\/p>\n
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
\nLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
\nEXCLUSIONS MAY NOT APPLY TO YOU.<\/p>\n
LANGUAGE<\/p>\n
The parties hereto confirm that it is their wish that this Agreement, as well as
\nother documents relating hereto, have been and shall be written in the English
\nlanguage only.<\/p>\n
Les parties aux presentes confirment leur volonte que cette convention de meme
\nque tous les documents y compris tout avis qui s’y rattache, soient rediges en
\nlangue anglaise.<\/p>\n
GENERAL<\/p>\n
This Agreement shall not be governed by the 1980 U.N. Convention on Contracts
\nfor the International Sale of Goods; rather, this Agreement shall be governed by
\nthe laws of the State of California, U.S.A., including its Uniform Commercial
\nCode, without reference to conflicts of laws principles. This Agreement is the
\nentire Agreement between us and supersedes any other communications or
\nadvertising with respect to the Software and accompanying documentation. If any
\nprovision of this Agreement is held invalid or unenforceable, such provision
\nshall be revised to the extent necessary to cure the invalidity or
\nunenforceability, and the remainder of this Agreement shall continue in full
\nforce and effect. The Software and accompanying documentation are deemed to be
\n“commercial computer software” and “commercial computer software documentation”,
\nrespectively, pursuant to DFAR Section and FAR Section, as applicable. Any use,
\nmodification, reproduction, release, performing, displaying or disclosing of the
\nSoftware and accompanying documentation by the U.S. Government shall be governed
\nsolely by the terms of this Agreement and shall be prohibited except to the
\nextent expressly permitted <\/p>\n
Exhibit 3-4<\/p>\n
71
\nby the terms of this Agreement. You agree not to allow the Software to be sent
\nto or used in any other country except in compliance with applicable U.S. laws
\nand regulations. In the event of any conflict between any provision of this
\nAgreement and any applicable law, the provision or provisions of this Agreement
\naffected shall be modified to remove such conflict and permit compliance with
\nsuch law and as so modified this Agreement shall continue in full force and
\neffect.<\/p>\n
If you have any questions, please contact in writing: Sagent Technology, Inc.
\nCustomer Service, 750 Menlo Avenue, Suite, Menlo Park, California 94025.<\/p>\n
Exhibit 3-5<\/p>\n
72
\n Exhibit 4 – Sagent End User Support Agreement<\/p>\n
EXHIBIT 4<\/p>\n
Sagent End User Support Agreement<\/p>\n
Exhibit 4-1<\/p>\n
73
\n Sagent Technology Premium Support
\n One Year Agreement<\/p>\n
SAGENT TECHNOLOGY (“WE”) WILL PROVIDE YOU THE PREMIUM SUPPORT SERVICES LISTED
\nBELOW, FOR THE SOFTWARE AND PERSONS INDICATED.<\/p>\n
Available Support Services may include 24 hours, seven days a week
\n telephone support (telephone support during the holidays should be
\n arranged one week in advance of the holiday), in which we will answer
\n technical questions from designated persons about the installation and
\n use of covered Software products; Maintenance Releases, in which we will
\n provide our copyrighted in-line releases and workarounds as available
\n (this does not include full Software products or Upgrades; we will not
\n undertake individual fixes for you); Upgrades, in which we will provide
\n new product releases (signified by a change in the version number) as
\n substitutes for covered Software; and other generally available
\n Technical Materials. Note that Maintenance Releases and Upgrades, where
\n applicable, may not be used to increase the total number of copies of
\n the Software. After upgrade or maintenance this agreement will only
\n apply to the upgraded or maintained versions of a Software product; you
\n agree to destroy or archive (but not use or transfer) the prior version.
\n Software upgrades are generally not available free of charge.<\/p>\n
YOU WILL PAY US THE APPLICABLE SUPPORT FEES.<\/p>\n
Support Fees must be prepaid, unless you have established credit terms
\n with us.<\/p>\n
WE MAY CHANGE OUR AVAILABLE PRODUCT SUPPORT SERVICES FROM TIME TO TIME.<\/p>\n
We will undertake reasonable efforts to provide technical assistance
\n under this agreement and to rectify or provide solutions to problems
\n where the Software does not function as described in the Software
\n documentation, but we do not guarantee that all problems will be solved
\n or that any item will be error-free. We will provide you with
\n substantially the same level of service throughout the term of this
\n Agreement. We may from time to time, however, discontinue Software
\n products or versions, and stop supporting Software products or versions
\n within a reasonable time after discontinuance, or otherwise discontinue
\n any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
\n WARRANTIES, CONDITIONS OR PROMISES TO YOU OR ANY THIRD PARTY, EXPRESS OR
\n IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY PROVIDE,
\n INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF
\n MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
\n STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED ABOVE, ALL
\n MATERIALS AND SERVICES ARE PROVIDED “AS IS.’ We are not liable for
\n incidental, special or consequential damages for any reason (including
\n loss of data or other business or property damage), even if foreseeable.
\n Our liability in all events for any damages, howsoever caused, will not
\n exceed the applicable fees that you have paid us.<\/p>\n
THIS PREMIUM SUPPORT AGREEMENT WILL BE EFFECTIVE FOR ONE YEAR.<\/p>\n
You and we may extend or terminate this agreement as provided below. At
\n the end of any one-year term, you may renew this agreement with our
\n consent under the terms of the Premium Support Agreement then in effect
\n by paying the Support Fees in effect at that time. Either you or we may
\n terminate this agreement for material breach, including nonpayment, at
\n any time; in the absence of material breach by Sagent, Support Fees are
\n not refundable. This is the full and final agreement between you and us,
\n and supersedes any promises, representations or agreements relating to
\n the subject of this agreement. This agreement may only be changed if you
\n and our authorized representative do so in writing. No inconsistent,
\n additional, or preprinted terms on your purchase order or other business
\n for will apply. You may not assign this agreement without our written
\n consent. Any unauthorized assignment terminates this agreement
\n automatically. The Software, Upgrades, Maintenance Releases, and
\n Technical Materials are our copyrighted property, and may not be copied,
\n distributed, or transferred, or otherwise used except as we have
\n expressly permitted in the relevant license agreement (the terms of
\n which are incorporated into this agreement by reference) or otherwise in
\n writing.<\/p>\n
SOFTWARE COVERED:<\/p>\n
Number
\nSoftware Name & Version Copies of <\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
Exhibit 4-2<\/p>\n
74
\nSOFTWARE AND PERSONS COVERED:<\/p>\n
Person(s):
\nName Phone Number
\n——————————————————-
\n ( )
\n——————————————————-
\n ( )
\n——————————————————-<\/p>\n
SAGENT TECHNOLOGY, INC.:<\/p>\n
Signed:
\n —————————————–<\/p>\n
Name:
\n ——————————————-<\/p>\n
Title:
\n ——————————————<\/p>\n
EFFECTIVE DATE:
\n ———————————<\/p>\n
YOU:
\n ——————————————–<\/p>\n
Signed:
\n —————————————–<\/p>\n
Name:
\n ——————————————-<\/p>\n
Title:
\n ——————————————<\/p>\n
Address:
\n —————————————-<\/p>\n
Exhibit 4-3<\/p>\n
75
\n Sagent Technology Premium Support
\n One Year Agreement<\/p>\n
SAGENT TECHNOLOGY (“WE”) WILL PROVIDE YOU THE PREMIUM SUPPORT SERVICES LISTED
\nBELOW, FOR THE SOFTWARE AND PERSONS INDICATED.<\/p>\n
Available Support Services may include 24 hours, seven days a week
\n telephone support (telephone support during the holidays should be
\n arranged one week in advance of the holiday), in which we will answer
\n technical questions from designated persons about the installation and
\n use of covered Software products; Maintenance Releases, in which we will
\n provide our copyrighted in-line releases and workarounds as available
\n (this does not include full Software products or Upgrades; we will not
\n undertake individual fixes for you); Upgrades, in which we will provide
\n new product releases (signified by a change in the version number) as
\n substitutes for covered Software; and other generally available
\n Technical Materials. Note that Maintenance Releases and Upgrades, where
\n applicable, may not be used to increase the total number of copies of
\n the Software. After upgrade or maintenance this agreement will only
\n apply to the upgraded or maintained versions of a Software product; you
\n agree to destroy or archive (but not use or transfer) the prior version.
\n Software upgrades are generally not available free of charge.<\/p>\n
YOU WILL PAY US THE APPLICABLE SUPPORT FEES.<\/p>\n
Support Fees must be prepaid, unless you have established credit terms
\n with us.<\/p>\n
WE MAY CHANGE OUR AVAILABLE PRODUCT SUPPORT SERVICES FROM TIME TO TIME.<\/p>\n
We will undertake reasonable efforts to provide technical assistance
\n under this agreement and to rectify or provide solutions to problems
\n where the Software does not function as described in the Software
\n documentation, but we do not guarantee that all problems will be solved
\n or that any item will be error-free. We will provide you with
\n substantially the same level of service throughout the term of this
\n Agreement. We may from time to time, however, discontinue Software
\n products or versions, and stop supporting Software products or versions
\n within a reasonable time after discontinuance, or otherwise discontinue
\n any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
\n WARRANTIES, CONDITIONS OR PROMISES TO YOU OR ANY THIRD PARTY, EXPRESS OR
\n IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY PROVIDE,
\n INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF
\n MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
\n STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED ABOVE, ALL
\n MATERIALS AND SERVICES ARE PROVIDED “AS IS.’ We are not liable for
\n incidental, special or consequential damages for any reason (including
\n loss of data or other business or property damage), even if foreseeable.
\n Our liability in all events for any damages, howsoever caused, will not
\n exceed the applicable fees that you have paid us.<\/p>\n
THIS PREMIUM SUPPORT AGREEMENT WILL BE EFFECTIVE FOR ONE YEAR.<\/p>\n
You and we may extend or terminate this agreement as provided below. At
\n the end of any one-year term, you may renew this agreement with our
\n consent under the terms of the Premium Support Agreement then in effect
\n by paying the Support Fees in effect at that time. Either you or we may
\n terminate this agreement for material breach, including nonpayment, at
\n any time; in the absence of material breach by Sagent, Support Fees are
\n not refundable. This is the full and final agreement between you and us,
\n and supersedes any promises, representations or agreements relating to
\n the subject of this agreement. This agreement may only be changed if you
\n and our authorized representative do so in writing. No inconsistent,
\n additional, or preprinted terms on your purchase order or other business
\n for will apply. You may not assign this agreement without our written
\n consent. Any unauthorized assignment terminates this agreement
\n automatically. The Software, Upgrades, Maintenance Releases, and
\n Technical Materials are our copyrighted property, and may not be copied,
\n distributed, or transferred, or otherwise used except as we have
\n expressly permitted in the relevant license agreement (the terms of
\n which are incorporated into this agreement by reference) or otherwise in
\n writing.<\/p>\n
SOFTWARE COVERED:<\/p>\n
Number
\nSoftware Name & Version Copies of <\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
——————————————————-<\/p>\n
Exhibit 4-4<\/p>\n
76
\nSOFTWARE AND PERSONS COVERED:<\/p>\n
Person(s):
\nName Phone Number
\n————————————————————–
\n ( )
\n————————————————————–
\n ( )
\n————————————————————–<\/p>\n
SAGENT TECHNOLOGY, INC.:<\/p>\n
Signed:
\n ——————————————–<\/p>\n
Name:
\n ———————————————-<\/p>\n
Title:
\n ———————————————<\/p>\n
EFFECTIVE DATE:
\n ————————————<\/p>\n
YOU:
\n ———————————————–<\/p>\n
Signed:
\n ——————————————–<\/p>\n
Name:
\n ———————————————-<\/p>\n
Title:
\n ———————————————<\/p>\n
Address:
\n ——————————————-<\/p>\n
Exhibit 4-5<\/p>\n
77
\nMUST BE ON COMPANY LETTERHEAD<\/p>\n
Date: 6\/20\/97<\/p>\n
To: Sagent Technology, Inc.
\n 2225 East Bayshore Rd. Suite 100
\n Palo Alto, CA 94303<\/p>\n
From: Unisys
\n Township Line & Union Meeting Rd.
\n Blue Bell, PA 19424<\/p>\n
Purchase Order # ______________<\/p>\n
Let this Letter Purchase Order #_______ serve as Unisys’ authorization to
\npurchase from Sagent the software and services for the fees as SPECIFIED in the
\nSolution Provider Agreement between Unisys and Sagent Technology. Per THE
\nAgreement, Unisys authorizes the purchase of 2 in-house development licenses
\nalready at customer premises for $70,000 and one year annual maintenance for
\n$21,000. In addition, Unisys will pay Sagent for the EUR order consisting of
\n$17,500 for licenses and $7,500 for maintenance . We understand that terms are
\nnet 30 from Invoice Date.<\/p>\n
Our Bill To Address Is:<\/p>\n
Unisys<\/p>\n
——————————-<\/p>\n
——————————-<\/p>\n
——————————-<\/p>\n
Bill to contact name & phone<\/p>\n
Our Ship To Address Is:
\n ——————————-<\/p>\n
——————————-<\/p>\n
——————————-
\n Ship to contact name & phone<\/p>\n
Sincerely,<\/p>\n
——————————-<\/p>\n
——————————-
\nPrinted Name<\/p>\n
——————————-
\nTitle<\/p>\n
78
\n SAGENT TECHNOLOGY INC.
\n BUSINESS DEVELOPMENT PARTNER
\n EVALUATION SERVICE AGREEMENT<\/p>\n
This Agreement is made effective December 27, 1996 between Sagent Technology
\nInc. (“Sagent”) a California based corporation, with offices at 750 Menlo Avenue
\nSuite 300, Menlo Park, CA 94025 and Unisys (“BDP”), with offices at 2276 High
\nCrest Rd. Rosevill, Mn 55113<\/p>\n
I. SAGENT LICENSES THE BDP TO INSTALL AND USE THE SOFTWARE INTERNALLY
\n DURING THE EVALUATION PERIOD ONLY. “Software” means only our computer
\n program(s) that make up the Sagent Evaluation Kit, any documentation
\n (“Documentation”‘) and updates that we may deliver to you and portions
\n and copies in any form. The “Evaluation Period” is defined as a ninety
\n (90) day time period from the effective dale listed on the Agreement.<\/p>\n
II. PROPRIETARY RIGHTS. Sagent’s software programs (“Product(s)”) are owned
\n by Sagent or its licensors and are protected by copyright law, trade
\n secret laws and international conventions. All rights in and to patents,
\n copyrights, trademarks and trade secrets in the Product(s) are and shall
\n remain with Sagent and its licensors. No title to or ownership of
\n Product(s) is transferred to BDP’s Customer’s (“End-User”).<\/p>\n
III. PROHIBITED USES. BDP and\/or End-User may not: (i) modify. adopt, reverse
\n engineer, or disassemble the Product(s); (ii) create derivative works
\n based on Product(s); (iii) make copies of the Product(s) except for
\n backup or archival purposes; or (iv) transfer the Product(s) or any part
\n thereof to any third party or to a new LAN without Sagent’s prior
\n written consent.<\/p>\n
IV. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND LIABILITY REGARDING THE
\n SOFTWARE THAT YOU WILL BE EVALUATING. YOU ACCEPT IS “AS IS”. BDP is
\n responsible for installing the Software, and for determining whether the
\n Software is suitable, secure. and reliable for your purposes. We will
\n provide BDP with telephone hotline support at no extra charge during the
\n Evaluation Period only, but any other maintenance, support. or full
\n Software license must be purchased separately. We do not warrant that
\n the Software is error-free, or that any errors will be corrected. THE
\n FOREGOING IS IN LIEU Of ALL WARRANTIES TO BDP OR ANY THIRD PARTY,
\n EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY
\n PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
\n MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
\n STATUTE, LAW OR TRADE DEALING OR USAGE. Sagent is not liable for
\n incidental, special or consequential damages for any reason (including
\n loss of data or other business or property damage) even if foreseeable,
\n and our liability in all events will not exceed the License Fee that you
\n have paid if any. You agree to implement backup and recovery procedures
\n adequate to prevent loss due to malfunction.<\/p>\n
V. YOU WILL RESPECT OUR COPYRIGHT IN THE SOFTWARE. BDP will not copy the
\n Software programs except to the extent necessary to use for internal
\n Evaluation. BDP may make one copy of the Software program for back-up
\n use only. You will put our copyright notices on all copies. You may not
\n copy the Documentation.<\/p>\n
VI. CONFIDENTIALITY. This Agreement and any information and date of any
\n nature including, but not limited to, proprietary, technical, marketing.
\n operating. performance, cost, know-how. business discoveries, trade
\n secrets, techniques, process, computer programming techniques, and all
\n record-bearing media containing or disclosing such information and
\n techniques furnished by one party to the other in connection with this
\n Agreement (“Confidential Information”) and all copies of Confidential
\n Information made by the receiving party: (a) shall be held in confidence
\n and protected in accordance with the security measures with which it
\n protects its own proprietary or confidential information which it does
\n not wish to disclose but in no event using less then reasonable care;
\n (b) shall be used by the receiving party and its employees only to
\n perform their responsibilities pursuant to this Agreement; (c) shall not
\n be reproduced or copied, in whole or in <\/p>\n
Exhibit 4-6<\/p>\n
79
\n part, except as necessary for its authorized use; and (d) shall be
\n returned to originating party upon request or destroyed, together with
\n all copies, when it is no longer needed or upon termination or
\n expiration of the Agreement, except as expressly provided herein.
\n Confidential Information shall not be disclosed to third parties,
\n including but not limited to the receiving party’s dealers or
\n distributors without the prior, written consent of the originating
\n party. Information disclosed pursuant to this Agreement that either
\n party considers Confidential Information and that is provided in
\n tangible form shall be marked confidential, proprietary or private. The
\n receiving party shall have no obligation to treat as proprietary any
\n information which: (a) was previously known to the receiving party free
\n of any confidentiality obligation. (b) is disclosed to third parties by
\n the disclosing party without restriction. (c) is or becomes publicly
\n available other than by the receiving party’s breach of its obligations;
\n or (d) is independently developed by the receiving party, as documented
\n by written evidence. The parties agree to adhere to the requirements of
\n this Article for three (3) years following the termination or expiration
\n of this Agreement.<\/p>\n
VII. EXPORT RESTRICTION. This Agreement is subject to all present and future
\n regulations and restrictions of the government and agencies of the
\n United States. BCP agrees that it will not ship or divert the Product(s)
\n or technical data with respect thereto for use in any country or
\n countries in contravention of the laws and regulations of such
\n government or agencies or knowingly cause or permit such shipping or
\n diversion without the prior written approval of such government or
\n agencies<\/p>\n
VIII. TERMINATION. Either party may terminate this Agreement by written notice
\n upon any material breach of this Agreement by the other party, which if
\n remediable, has not been corrected within thirty (30) calendar days
\n after written notice. At the end of the applicable Evaluation Period, or
\n upon termination if earlier, you will return the Software, Documentation
\n and all copies of Sagent. You authorize us, at our discretion to charge
\n you the applicable full-system license fee for any Software and\/or
\n Documentation that you do not return to us at the end of the Evaluation
\n Period in unmarked condition, suitable for evaluation by another
\n customer.<\/p>\n
IX. GOVERNING LAW. This agreement shall be governed by the laws of the State
\n of California.<\/p>\n
ACCEPTED AND AGREED ON BEHALF OF: <\/p>\n
UNISYS SAGENT TECHNOLOGY, INC. (“SAGENT”)
\n——————————– <\/p>\n
\/s\/ MANUEL LAVIN \/s\/ DAVID E. SILVER
\n——————————– ———————————-
\n(Authorized Signature) (Authorized Signature)<\/p>\n
Manuel Lavin David E. Silver
\n——————————– ———————————-
\n(Print Name) (Print Name)<\/p>\n
Director 12\/27\/96 Director 12\/27\/96
\n——————————– ——————————-
\n(Title) (Date) (Title) (Date)<\/p>\n
80
\n SAGENT TECHNOLOGY INC.
\n BUSINESS DEVELOPMENT PARTNER
\n EVALUATION SERVICE AGREEMENT<\/p>\n
This Agreement is made effective December 27, 1996 between Sagent Technology
\nInc. (“Sagent”) a California based corporation, with offices at 750 Menlo Avenue
\nSuite 300, Menlo Park, CA 94025 and Unisys (“BDP”), with offices at 2276 High
\nCrest Rd. Rosevill, Mn 55113<\/p>\n
X. SAGENT LICENSES THE BDP TO INSTALL AND USE THE SOFTWARE INTERNALLY
\n DURING THE EVALUATION PERIOD ONLY. “Software” means only our computer
\n program(s) that make up the Sagent Evaluation Kit, any documentation
\n (“Documentation”‘) and updates that we may deliver to you and portions
\n and copies in any form. The “Evaluation Period” is defined as a ninety
\n (90) day time period from the effective dale listed on the Agreement.<\/p>\n
XI. PROPRIETARY RIGHTS. Sagent’s software programs (“Product(s)”) are owned
\n by Sagent or its licensors and are protected by copyright law, trade
\n secret laws and international conventions. All rights in and to patents,
\n copyrights, trademarks and trade secrets in the Product(s) are and shall
\n remain with Sagent and its licensors. No title to or ownership of
\n Product(s) is transferred to BDP’s Customer’s (“End-User”).<\/p>\n
XII. PROHIBITED USES. BDP and\/or End-User may not: (i) modify. adopt, reverse
\n engineer, or disassemble the Product(s); (ii) create derivative works
\n based on Product(s); (iii) make copies of the Product(s) except for
\n backup or archival purposes; or (iv) transfer the Product(s) or any part
\n thereof to any third party or to a new LAN without Sagent’s prior
\n written consent.<\/p>\n
XIII. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND LIABILITY REGARDING THE
\n SOFTWARE THAT YOU WILL BE EVALUATING. YOU ACCEPT IS “AS IS”. BDP is
\n responsible for installing the Software, and for determining whether the
\n Software is suitable, secure. and reliable for your purposes. We will
\n provide BDP with telephone hotline support at no extra charge during the
\n Evaluation Period only, but any other maintenance, support. or full
\n Software license must be purchased separately. We do not warrant that
\n the Software is error-free, or that any errors will be corrected. THE
\n FOREGOING IS IN LIEU Of ALL WARRANTIES TO BDP OR ANY THIRD PARTY,
\n EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY
\n PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
\n MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY
\n STATUTE, LAW OR TRADE DEALING OR USAGE. Sagent is not liable for
\n incidental, special or consequential damages for any reason (including
\n loss of data or other business or property damage) even if foreseeable,
\n and our liability in all events will not exceed the License Fee that you
\n have paid if any. You agree to implement backup and recovery procedures
\n adequate to prevent loss due to malfunction.<\/p>\n
XIV. YOU WILL RESPECT OUR COPYRIGHT IN THE SOFTWARE. BDP will not copy the
\n Software programs except to the extent necessary to use for internal
\n Evaluation. BDP may make one copy of the Software program for back-up
\n use only. You will put our copyright notices on all copies. You may not
\n copy the Documentation.<\/p>\n
XV. CONFIDENTIALITY. This Agreement and any information and date of any
\n nature including, but not limited to, proprietary, technical, marketing.
\n operating. performance, cost, know-how. business discoveries, trade
\n secrets, techniques, process, computer programming techniques, and all
\n record-bearing media containing or disclosing such information and
\n techniques furnished by one party to the other in connection with this
\n Agreement (“Confidential Information”) and all copies of Confidential
\n Information made by the receiving party: (a) shall be held in confidence
\n and protected in accordance with the security measures with which it
\n protects its own proprietary or confidential information which it does
\n not wish to disclose but in no event using less then reasonable care;
\n (b) shall be used by the receiving party and its employees only to
\n perform their responsibilities pursuant to this Agreement; (c) shall not
\n be reproduced or copied, in whole or in <\/p>\n
81
\n part, except as necessary for its authorized use; and (d) shall be
\n returned to originating party upon request or destroyed, together with
\n all copies, when it is no longer needed or upon termination or
\n expiration of the Agreement, except as expressly provided herein.
\n Confidential Information shall not be disclosed to third parties,
\n including but not limited to the receiving party’s dealers or
\n distributors without the prior, written consent of the originating
\n party. Information disclosed pursuant to this Agreement that either
\n party considers Confidential Information and that is provided in
\n tangible form shall be marked confidential, proprietary or private. The
\n receiving party shall have no obligation to treat as proprietary any
\n information which: (a) was previously known to the receiving party free
\n of any confidentiality obligation. (b) is disclosed to third parties by
\n the disclosing party without restriction. (c) is or becomes publicly
\n available other than by the receiving party’s breach of its obligations;
\n or (d) is independently developed by the receiving party, as documented
\n by written evidence. The parties agree to adhere to the requirements of
\n this Article for three (3) years following the termination or expiration
\n of this Agreement.<\/p>\n
XVI. EXPORT RESTRICTION. This Agreement is subject to all present and future
\n regulations and restrictions of the government and agencies of the
\n United States. BCP agrees that it will not ship or divert the Product(s)
\n or technical data with respect thereto for use in any country or
\n countries in contravention of the laws and regulations of such
\n government or agencies or knowingly cause or permit such shipping or
\n diversion without the prior written approval of such government or
\n agencies<\/p>\n
XVII. TERMINATION. Either party may terminate this Agreement by written notice
\n upon any material breach of this Agreement by the other party, which if
\n remediable, has not been corrected within thirty (30) calendar days
\n after written notice. At the end of the applicable Evaluation Period, or
\n upon termination if earlier, you will return the Software, Documentation
\n and all copies of Sagent. You authorize us, at our discretion to charge
\n you the applicable full-system license fee for any Software and\/or
\n Documentation that you do not return to us at the end of the Evaluation
\n Period in unmarked condition, suitable for evaluation by another
\n customer.<\/p>\n
XVIII. GOVERNING LAW. This agreement shall be governed by the laws of the State
\n of California.<\/p>\n
ACCEPTED AND AGREED ON BEHALF OF: <\/p>\n
UNISYS SAGENT TECHNOLOGY, INC. (“SAGENT”)
\n——————————– <\/p>\n
\/s\/ MANUEL LAVIN \/s\/ DAVID E. SILVER
\n——————————– ———————————-
\n(Authorized Signature) (Authorized Signature)<\/p>\n
Manuel Lavin David E. Silver
\n——————————– ———————————-
\n(Print Name) (Print Name)<\/p>\n
Director 12\/27\/96 Director 12\/27\/96
\n——————————– ——————————-
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