\n1. Data Mart Server See Exhibit “A”<\/p>\n2. Weblink See Exhibit “A”<\/p>\n
3. Admin See Exhibit “A”<\/p>\n
4. Design Studio See Exhibit “A”<\/p>\n
5. Information Studio See Exhibit “A”<\/p>\n
6. Analysis See Exhibit “A”
\n<\/c><\/s><\/caption>\n<\/table>\n
As SAGENT develops additional products, those products will be added to this
\nExhibit A and included under this Agreement.<\/p>\n
-12-
\n 12<\/p>\n
1. SAGENT DATA MART SERVER<\/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 DATA MART SERVER<\/p>\n
The Sagent Data Mart Server is an application server that provides a set of
\n 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 architecture
\n and an open, RDBMS-based repository.<\/p>\n
MULTI-THREADED, AGENT-BASED ARCHITECTURE FOR HIGH PERFORMANCE INFORMATION
\n 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 simultaneously
\n and in the background, thereby allowing users to submit several requests at
\n once, or to work on other tasks while the Sagent Data Mart Server executes
\n 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 one
\n time, completing tasks faster. Sagent’s server also improves performance by
\n processing data on the server, avoiding any issues of network bandwidth
\n 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 SQL
\n 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 vastly
\n improved query performance.<\/p>\n
AGGREGATE NAVIGATION<\/p>\n
Instead of always calculating aggregates on the fly, the Sagent Data Mart
\n Server can access pre-aggregated information in the data mart to answer
\n users’ requests in the fastest way possible. Database administrators can
\n establish hierarchies of pre-aggregated values for the Data Mart Server to
\n use. Sagent also calculates aggregates on the fly, providing many benefits
\n of both multi dimensional and relational databases.<\/p>\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 to
\n 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 data
\n can receive the results back almost instantly, without having to pay the
\n 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 provide
\n central storage of all items in the Sagent environment, including: <\/p>\n
o Metadata (“BaseViews” and “MetaViews”)<\/p>\n
o Requests for information (“Plans”)<\/p>\n
o Result sets (“Snaps”)<\/p>\n
o Data transforms<\/p>\n
o Security information<\/p>\n
The Sagent Repository is stored completely in relational database tables.
\n Users can easily share information stored in this central location. This
\n lets Sagent administrators manage its contents without having to learn a
\n proprietary file structure. Also, users can easily share information stored
\n in this central location. In addition, the Sagent Repository’s relational
\n structure enables the easy exchange of metadata with other products.<\/p>\n
FEATURES<\/p>\n
o Multi-threaded Architecture<\/p>\n
o Software Agents<\/p>\n
o Results Splicing<\/p>\n
o Aggregate Navigation<\/p>\n
o Group Caching<\/p>\n
o RDBMS-based Repository<\/p>\n
o Fully Managed by Sagent Admin Tool<\/p>\n
o Data Mart Design through Sagent Design Studio<\/p>\n
-13-
\n 13<\/p>\n
SUPPORTED DATABASES<\/p>\n
Information Access<\/p>\n
o Microsoft SQL Server 6.5<\/p>\n
o Oracle 7.2, 7.3<\/p>\n
o Red Brick<\/p>\n
o Sybase 10, 11<\/p>\n
o ODBC to DB2<\/p>\n
o Informix<\/p>\n
o others<\/p>\n
Repository Databases<\/p>\n
o Microsoft SQL Server 6.5<\/p>\n
o Oracle 7.2, 7.3<\/p>\n
o Sybase 10, 11<\/p>\n
SYSTEM REQUIREMENTS<\/p>\n
Hardware<\/p>\n
o Intel-Based processor<\/p>\n
o Required 486 processor or higher<\/p>\n
o Recommended Pentium Pro processor or higher<\/p>\n
Operating System<\/p>\n
o Microsoft Windows NT 3.5 or above<\/p>\n
Memory<\/p>\n
o Recommended 128+ MB for 20 users<\/p>\n
Disk Space<\/p>\n
o Recommended: 250 Mb (Not including relational database)<\/p>\n
Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
-14-
\n 14<\/p>\n
2. 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 lets users process data beyond
\n SQL to create more powerful sets of information than ever before. It
\n includes the Sagent Data Mart Server, Sagent Admin, Sagent Design StudioO,
\n Sagent Information StudioO and Sagent WebLink.<\/p>\n
SAGENT WEBLINK<\/p>\n
Sagent WebLink is a server-based information access tool that gives users
\n of Web browsers access to items developed within the Sagent Data Mart
\n 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 (“Plans”
\n and “Snaps”) to users of Web browsers such as Microsoft Internet Explorer
\n and Netscape Navigator. Sagent WebLink automatically converts a result set
\n into an HTML table or a Microsoft Excel spreadsheet.<\/p>\n
The Sagent WebLink pages provide a user interface in HTML that is easy to
\n get up and running. The Sagent WebLink pages are designed using frames for
\n simple navigation to different types of information, such as lists of Plans
\n or Snaps. After specific Plan results display, a click on another hypertext
\n link or a different button displays the next item. When users click on a
\n hypertext link for a Plan, Sagent WebLink receives the request and the Plan
\n is executed to retrieve the latest results from the database. Current
\n 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, users
\n access information through their Web browsers from any location and on any
\n platform that supports Internet browsers.<\/p>\n
FEATURES<\/p>\n
o Execution of “Plans”<\/p>\n
o Viewing of “Snaps”<\/p>\n
o Respects Security of Sagent Data Mart Server, RDBMS, and Microsoft and
\n Netscape Web Servers<\/p>\n
o Enhanced for Netscape Navigator and Microsoft Internet Explorer<\/p>\n
o Output<\/p>\n
o HTML Table<\/p>\n
o Microsoft Excel<\/p>\n
o Supplied with Sample Web Page<\/p>\n
o Open Environment for Designing Custom Web Page<\/p>\n
o Sagent WebLink Command Set<\/p>\n
o ISAPI DLL for high performance<\/p>\n
o Configurable display of results either globally or individually<\/p>\n
SYSTEM REQUIREMENTS<\/p>\n
Hardware<\/p>\n
o No Special Requirements<\/p>\n
Operating System<\/p>\n
o Microsoft Windows NT 3.5 or above<\/p>\n
Memory<\/p>\n
o Required Memory 16 Mb<\/p>\n
o Recommended 20 Mb<\/p>\n
Disk Space<\/p>\n
o Required: 25 Mb<\/p>\n
Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
Client Software<\/p>\n
o Any HTML 3.0-compliant Web Browser<\/p>\n
Server Software<\/p>\n
o Microsoft Internet Information Server<\/p>\n
o Any Windows NT-based Netscape Server<\/p>\n
-15-
\n 15<\/p>\n
3. SAGENT ADMIN<\/p>\n
THE SAGENT DATA MART SOLUTION<\/p>\n
The Sagent 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 Studio, Sagent Information Studio and Sagent
\nWebLink.<\/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 meta data (BaseViews 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. Control is
\nmaintained over data access and what features a user can and cannot access on
\ntheir desktop.<\/p>\n
USERS, GROUPS, ROLES AND PERMISSIONS<\/p>\n
Sagent Admin lets you easily create users, groups, roles and permissions
\n within the Sagent environment. Sagent users are defined and then placed
\n within a group. There are three types of Sagent groups:<\/p>\n
o Security Groups–users with permission to access the same data or
\n MetaViews.<\/p>\n
o Cache Groups–users who, for improved system performance, share
\n commonly accessed results from requests from requests made by members
\n of their workgroup, that are cached on the Data Mart Server.<\/p>\n
o Distribution Groups–users who can share information Plans and Snaps,
\n through Sagent’s Publish and Subscribe feature.<\/p>\n
Sagent Admin allows for the creation of Permissions which define what
\n database information a user can access. Control over what data each user
\n can see is maintained by giving a Security Group permission to access a
\n pre-defined set of Meta Views. Security Groups can use a “trusted” security
\n scheme where every Sagent user in a group uses a single database
\n connection, or a mapped scheme where each user has their own database
\n connection.<\/p>\n
PRIVILEGES<\/p>\n
Sagent users are also defined by Roles. Roles are pre-defined sets of
\n privileges which give users the right to perform certain functions within
\n the Sagent environment. Most functions provided by the Sagent Data Mart
\n Solution are associated with a privilege. For example, an end user role may
\n be defined without the privilege to save a Snap of the results of a plan or
\n to share information with other users. A power user role, on the other
\n hand, may have the privileges to create a Snap of information and to
\n Publish their Snap to others for their use.<\/p>\n
FEATURES<\/p>\n
o Repository Management<\/p>\n
o Add a Repository<\/p>\n
o Remove a Repository<\/p>\n
o Modify a Repository<\/p>\n
o Security<\/p>\n
o Set User Properties<\/p>\n
o Set Group Properties<\/p>\n
o Security Group<\/p>\n
o Cache Group<\/p>\n
o Distribution Group<\/p>\n
o Set Permissions (Data Access)<\/p>\n
o Set Role Properties (Feature Access)<\/p>\n
o BaseViews<\/p>\n
o MetaViews<\/p>\n
o Agent Administration<\/p>\n
o Register an Agent<\/p>\n
o Start an Agent<\/p>\n
o Stop an Agent<\/p>\n
o Specify Network Protocol for Agent<\/p>\n
o Set Time-out for Agent<\/p>\n
o Edit Agent Registry Settings<\/p>\n
-16-
\n 16<\/p>\n
o Group Cache Management<\/p>\n
o Set Cache Size<\/p>\n
o Set Cache Policies<\/p>\n
o Flush Items from Cache<\/p>\n
o List Database Connections in Use<\/p>\n
o Stop a Database Query on databases that support it<\/p>\n
SYSTEM REQUIREMENTS<\/p>\n
Hardware<\/p>\n
o Intel-Based processors<\/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 Required Memory 16 Mb<\/p>\n
o Recommended 24+ Mb<\/p>\n
Disk Space<\/p>\n
o Required: 25 Mb<\/p>\n
Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
-17-
\n 17<\/p>\n
4. 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.<\/p>\n
FAST AND EASY DATA MART POPULATION<\/p>\n
Scheduled Population<\/p>\n
Sagent Design Studio lets you automate population of data marts from OLTP
\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<\/p>\n
o Key Generation for Dimension Tables<\/p>\n
o Key Lookup for Fact Tables<\/p>\n
o Time Lookup for Fact Tables<\/p>\n
Custom Data Transformation<\/p>\n
Sagent has integrated Microsoft Visual Basic for Applications () and Microsoft
\nVisual Basic Scripting Edition (VB Script) as its scripting languages so you can
\neasily develop custom Transforms. Or use your favorite programming tool such as
\nVisual Basic or C++ to customize a Sagent Data Mart that meets your specific
\nneeds. Sagent also ships with many pre-built Transforms that you can simply drag
\nand drop into a plan. Or you can easily customize Sagent Transforms to meet your
\nrequirements.<\/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 will
\nbe used to create the MetaViews. Join Groups can also be defined to resolve join
\npath conflicts.<\/p>\n
MetaView components can include renamed columns and calculated columns such as
\ncustom formulas and aggregates grouped by business categories. Multiple
\nMetaViews can be created from one BaseView to give groups different views of the
\nsame data. MetaViews can span multiple data marts to provide end users with a
\nseamless 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.
\nResults 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<\/p>\n
o Data Mart Loading Components<\/p>\n
o SQL Query<\/p>\n
o Join<\/p>\n
o Splitter<\/p>\n
o Union<\/p>\n
o Star Schema Transformation<\/p>\n
o Batch Load<\/p>\n
o Save to Table<\/p>\n
o Data Calculation<\/p>\n
o Rank<\/p>\n
o Moving Average<\/p>\n
o Moving Total<\/p>\n
o Percent of Total<\/p>\n
o Running Average<\/p>\n
o Running totals<\/p>\n
o Column Select<\/p>\n
o Memory Sort (outside database)<\/p>\n
-18-
\n 18<\/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 data
\n to a Data Flow Plan.<\/p>\n
o VB Script Sink–Use any OLE object as an output display in a Data
\n Flow Plan. For example, write a script to send the data to an
\n 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. o C++, Delphi and Visual Basic Custom
\n Components<\/p>\n
o Metadata Creation<\/p>\n
o BaseViews<\/p>\n
o Up-front Table Selection<\/p>\n
o Add\/Delete Tables<\/p>\n
o Add\/Delete Columns<\/p>\n
o Add\/Delete Joins<\/p>\n
o Concatenated Key Support<\/p>\n
o Create Join Groups<\/p>\n
o Navigator for Viewing Databases<\/p>\n
o MetaViews<\/p>\n
o Create Multiple Views from Same Data<\/p>\n
o A MetaView can Span Multiple Data Marts<\/p>\n
o Create Calculated Columns<\/p>\n
o Categories of Business Terms within each MetaView<\/p>\n
o Importing\/Exporting of Sagent Objects, between Repositories<\/p>\n
o Search Engine<\/p>\n
o Plans<\/p>\n
o Snaps<\/p>\n
o Filters<\/p>\n
o Sorting<\/p>\n
o Grouping by Aggregates<\/p>\n
o Multiple Presentations<\/p>\n
o Aggregates<\/p>\n
o Count<\/p>\n
o Count Distinct<\/p>\n
o Sum<\/p>\n
o Minimum<\/p>\n
o Maximum<\/p>\n
o Average<\/p>\n
o Publish and Subscribe of Plans and Snaps<\/p>\n
o Autosubscribe<\/p>\n
o Live Collaboration<\/p>\n
o Scheduling<\/p>\n
o Staging Area<\/p>\n
o Standard Formatting<\/p>\n
SUPPORTED DATABASES<\/p>\n
o Information Access<\/p>\n
o Microsoft SQL Server 6.5<\/p>\n
o Oracle 7.2, 7.3<\/p>\n
o Red Brick<\/p>\n
o Sybase 10, 11<\/p>\n
o ODBC to DB2<\/p>\n
o others<\/p>\n
-19-
\n 19<\/p>\n
o Repository Databases<\/p>\n
o Microsoft SQL Server 6.5<\/p>\n
o Oracle 7.2, 7.3<\/p>\n
o Sybase 10, 11<\/p>\n
SYSTEM REQUIREMENTS<\/p>\n
o Hardware<\/p>\n
o Intel-Based processor<\/p>\n
o Required 486 processor or higher<\/p>\n
o Recommended Pentium processor or higher<\/p>\n
o Operating System<\/p>\n
o Microsoft Windows 95<\/p>\n
o Microsoft Windows NT 3.5 or above<\/p>\n
o Memory for client workstation<\/p>\n
o Required 16 Mb<\/p>\n
o Recommended 24 Mb<\/p>\n
o Disk Space<\/p>\n
o Required: 25 Mb<\/p>\n
o Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
-20-
\n 20<\/p>\n
5. SAGENT INFORMATION STUDIO<\/p>\n
THE SAGENT DATA MART SOLUTION<\/p>\n
The SagentO Data Mart Solution is the fast 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 quickly
\n and easily access and share information stored in Sagent Data Marts.<\/p>\n
INTUITIVE INFORMATION ACCESS<\/p>\n
Sagent Information Studio provides an intuitive environment for end-users
\n to access information in Sagent data marts. Users build requests for
\n information by choosing from a list of business terms in the MetaView–a
\n business representation of the data stored in the database. They don’t need
\n to understand where the information is stored or how it is related. And
\n they are shielded from the complexities of the database structure. The
\n Sagent server joins the information. A user can sort, filter, aggregate and
\n 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 the
\n information they need. Key words can be associated with Plans and Snaps to
\n 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 with
\n other users and can be scheduled to run at specified times. A Sagent user
\n can also save the results as a Snap. Snaps are snapshots of data from a
\n particular point in time. Snaps deliver huge performance and productivity
\n gains. By saving the results of a request as a Snap, users can quickly
\n access data without having to run their request again. Snaps can also be
\n distributed to other users and can be used as a starting point for further
\n analysis. Since Snaps are stored in relational database tables, they can be
\n re-queried against–just as with any 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 button.
\n An Excel spreadsheet, with the results in place, automatically becomes a
\n part of the Information Studio workspace. This innovative capability
\n enables users to use both Information Studio and Excel from a single
\n environment.<\/p>\n
POWERFUL INFORMATION ACCESS<\/p>\n
Sagent Information Studio also features powerful utilities for delivering
\n critical information to end users in flexible and efficient new ways. Using
\n the Design Studio’s Data Flow Plans, power users can specify actions that
\n would be difficult, if not impossible, to do with SQL. Administrators can
\n hide the Data Flow functionality from novice users to avoid confusion and
\n Information Studio users may simply run these plans. Or sophisticated users
\n can create Data Flow plans themselves. (See the Design Studio Data 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 changes
\n made to it by the publisher. This feature in particularly important for
\n enforcing standardization among users and ensuring that all members of a
\n workgroup have access to consistent and timely 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 other
\n users, a Sagent Information Studio user can allow others to view the
\n 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 data
\n to a Data Flow Plan.<\/p>\n
o VB Script Sink–Use any OLE object as an output display in a Data
\n Flow Plan. For example, write a script to send the data to an
\n 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
-21-
\n 21<\/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
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 Memory<\/p>\n
o Recommended 24 Mb 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
-22-
\n 22<\/p>\n
6. 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
FEATURES<\/p>\n
o Crosstabs of Multiple Dimensions<\/p>\n
o Local Aggregation<\/p>\n
o Server Aggregation<\/p>\n
o Charting and Graphing<\/p>\n
o Two-dimensional<\/p>\n
o Three-dimensional Rotating<\/p>\n
o Chart Wizard<\/p>\n
o Aggregate Functions<\/p>\n
o Drilling on Crosstabs and Charts<\/p>\n
o Drill Down: Displays the data for the next Level of detail<\/p>\n
o Roll Up: Collapses the lower levels of detail<\/p>\n
o Skip Drill: Provides a short cut to display a level of a pro-defined
\n hierarchy<\/p>\n
o Pivoting in Crosstabs, Charts and Graphs<\/p>\n
-23-
\n 23<\/p>\n
o Analysis Filtering<\/p>\n
o Multiple Analysis Displays in a Plan or a Snap<\/p>\n
o Saving a Cube as a Snap<\/p>\n
o Saving a Slice of a Cube as a Table<\/p>\n
o Integration with Microsoft Excel<\/p>\n
o Creating Crosstabs and Charts From Existing Plans<\/p>\n
o Exception Highlighting<\/p>\n
o Analysis in Sagent WebLink via ActiveX<\/p>\n
o Charts<\/p>\n
o Crosstabs<\/p>\n
System Requirements<\/p>\n
Hardware<\/p>\n
o Intel-Based processor<\/p>\n
o Required 486 processor or higher<\/p>\n
o Recommended Pentium processor or higher<\/p>\n
Operating System<\/p>\n
o Microsoft Windows 95<\/p>\n
o Microsoft Windows NT 3.51 or above<\/p>\n
Memory for client workstation<\/p>\n
o Required 16 Mb<\/p>\n
o Recommended 32 Mb<\/p>\n
Disk Space<\/p>\n
o Required: 25 Mb<\/p>\n
Network Protocol Support<\/p>\n
o Named Pipes<\/p>\n
o TCP\/IP<\/p>\n
-24-
\n 24<\/p>\n
EXHIBIT B<\/p>\n
Fee Schedule<\/p>\n
SOFTWARE LICENSE FEES\/RESALE LICENSES\/DEVELOPMENT LICENSES<\/p>\n
1. Product Licenses for Resale. These Product licenses must be bundled
\nwith ADVENT’s Application(s) and may not be re-sold on a stand-alone basis. The
\npricing is based on a per CPU charge. ADVENT will provide a royalty baring
\nlicense to SAGENT based on embedding Sagent’s Server technology as part of
\nAdvent’s solution. ADVENT will remit [*] percent of the net license fees ADVENT
\nreceives for re-licensing of the SAGENT Software Copies. ADVENT shall have the
\nright to set the fees it charges to End Users in its sole discretion, however,
\nthe [*] percent of net license fees payable from ADVENT to SAGENT will be based
\non a minimum re-sale price by ADVENT of $[*] per CPU. Advent further agrees
\nto provide guaranteed revenue minimums according to the schedule outlined below.
\nThe payments are due the second month of each quarter, and any additional
\nrevenues generated during the month must be paid to Sagent no later than the
\nfollowing Quarter.<\/p>\n
\n\nSCHEDULE
\n1997 1998 1999 2000
\n
\nQ1 $ 0 Q1 $ [*] Q1 $ [*] Q1 $ [*]
\nQ2 $ 0 Q2 $ [*] Q2 $ [*] Q2 $ [*]
\nQ3 $ 0 Q3 $ [*] Q3 $ [*] Q3 $ [*]
\nQ4 $ 0 Q4 $ [*] Q4 $ [*] Q4 $ [*]
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n 2. Development License. ADVENT will purchase from SAGENT an unlimited
\nseat development and internal use license for [*].<\/p>\n
3. Joint Opportunity Finder’s Fees. Sagent will pay Advent a finder’s fee
\naccording to the schedule outlined below for any Advent sold solution that has
\nSagent’s product embedded as part of the solution where Advent’s customer
\ndesires to extend the Sagent granted functionality delivered by Advent.<\/p>\n
4. Finder’s Fee Schedule. Unlock leads provided to Sagent where the net
\nprice is under $[*] Sagent will pay [*]% of net license fees received by
\nSAGENT. Unlock leads provided to Sagent where the net price exceeds $[*]
\nSagent will pay [*]% of net license fees received by SAGENT.<\/p>\n
-25-<\/p>\n
* Certain information on this page has been omitted and filed separately with
\n the Commission. Confidential treatment has been requested with respect to the
\n omitted portions.
\n 25<\/p>\n
SUPPORT & PROFESSIONAL\/TECHNICAL SERVICES PRICING\/FEES<\/p>\n
SUPPORT SERVICES<\/p>\n
Available Support Services will include telephone support, in which we will
\nanswer technical questions from designated persons about the installation and
\nuse of covered Software products; Maintenance Releases, in which we will provide
\nour copyrighted in-line releases and workarounds as available (we will not
\nundertake individual fixes for you); Upgrades, in which we will provide new
\nproduct releases (signified by a change in the version number) as substitutes
\nfor covered Software Copies; and other generally available Technical Materials.
\nNote that Maintenance Releases and Upgrades, where applicable, may not be used
\nto increase the total number of copies of the Software Copies. After upgrade or
\nmaintenance this agreement will only apply to the upgraded or maintained
\nversions of a Software product; you agree to destroy or archive (but not use or
\ntransfer) the prior version.<\/p>\n
TECHNICAL SUPPORT SERVICES<\/p>\n
The Professional Support program is designed to give you access to Sagent
\nTechnology’s Technical Support Analysts. These analysts are available to insure
\nthe continued operation of your Sagent product. This includes working with a
\nSagent system that has gone down, assisting with the initial setup of new
\nsystems, and other problems that arise from the use of our products. Technical
\nSupport Services does not include the development of custom code, or detailed
\nproduct training.<\/p>\n
DESIGNATED PROFESSIONAL SUPPORT CONTACTS<\/p>\n
Maintaining a clear line of communication between your organization and Sagent’s
\nTechnical Support department is key to making sure you get the most from the
\nProfessional Support program. As such, it is important that you designate
\nspecific individuals within your organization that become the primary contacts
\nfor working with Sagent Technical Support. These individuals, who are familiar
\nwith the technical workings of your company’s systems, help by managing the flow
\nof information to the Support Analysts to insure that responses are focused on
\nthe problem at hand. The number of contacts within your organization that have
\naccess to Sagent Technical Support is specified in your support agreement, and
\nis determined by you based on your need.<\/p>\n
WORKING WITH TECHNICAL SUPPORT<\/p>\n
Sagent Technical Support tracks your issues based on an incident model. While we
\ndo not limit you to a specific number of incidents, we do use incidents to make
\nsure that each issue that you have is resolved to the best of our ability. An
\nincident is defined as a single support issue that cannot be broken down into
\nsmaller support issues. Each of these incidents is tracked individually, and can
\nbe referenced by you when you contact us.<\/p>\n
CONTACTING SAGENT TECHNICAL SUPPORT BY PHONE<\/p>\n
Use the phone to contact Sagent Technical Support whenever you have a
\ntime-critical or business-critical problem. Sagent Technical Support is
\navailable from 6:00 AM to 5:00 PM PST, Monday through Friday. If we are unable
\nto answer your call immediately, you will be given the option to leave a voice
\nmail message. In the message, please be sure to give us your name, company name,
\na description of the problem, and a phone number that you can be reached at. All
\ncalls that go to voice mail will be responded to within two business hours. If
\nwe fail to connect with you on the return call, we will leave a message (if
\npossible) with an appropriate time to follow up.<\/p>\n
CONTACTING SAGENT TECHNICAL SUPPORT BY ELECTRONIC MAIL<\/p>\n
For problems that are not time-critical, you can contact us via the Internet at
\nTechsupport@SagentTech.com. We will respond to all mail messages within one
\nbusiness day of the time it arrives at Sagent Technical Support. Please be sure
\nto include a full description of the problem, your name, your company’s name,
\nand a return e-mail address.<\/p>\n
ESCALATION PROCESS<\/p>\n
Step 1 — All new technical support issues are handled initially by our support
\n analysts. Our support<\/p>\n
-26-
\n 26<\/p>\n
analysts are trained to deal with the majority of all support issues,
\n and most support issues are resolved at this step.<\/p>\n
Step 2 — If an issue comes up that cannot be handled by the support analyst, it
\n is given one of the following priorities.<\/p>\n
A) Critical – For business outages, or issues, that have a serious
\n customer impact which threatens future productivity.<\/p>\n
B) Important – For issues that do not have a significant current
\n impact on customer productivity.<\/p>\n
Step 3 — Critical issues are immediately escalated to Sagent’s upper management
\n team to determine the proper course of action.<\/p>\n
Important issues are escalated to an escalation review committee,
\n which meets regularly to determine the proper course of action for
\n these escalations.<\/p>\n
Step 4 — The course of action determined in Step 3 is communicated to the
\n customer, and an estimated time to complete is given.<\/p>\n
ANNUAL SUPPORT FEES<\/p>\n
PRODUCT SUPPORT AND MAINTENANCE. Upon the licensing of the Sagent\/Advent
\nsolution to an Advent customer, ADVENT shall charge its End User an annual
\nproduct support and maintenance fee. ADVENT shall remit to SAGENT on a quarterly
\nbasis, [*] percent of the product support and maintenance fees collected by
\nADVENT for the SAGENT Software.<\/p>\n
Product Support and Maintenance for first year of the internal use Development
\nLicense shall be $[*] due June 30, 1998. Subsequent years Product Support and
\nMaintenance will be included at no additional charge beyond those fees remitted
\nby ADVENT to SAGENT for End User support as provided in the immediately
\npreceding paragraph.<\/p>\n
ADVENT shall provide “Tier 1 Support” and “Tier 2 Support” to its customers;
\nSAGENT will provide customers “Tier 3 Support.” “Tier 1 Support” shall mean
\nassistance to customers’ non-technical questions, such as shipment status and
\nlicensing issues, and technical questions that can be solved from lists of known
\nproblems and frequently asked questions, including basic customer questions
\nregarding release information, basic product features and functionality. “Tier 2
\nSupport” shall mean assistance to customer cases which are deemed too difficult
\nor involved to be handled by under Tier 1 Support and include cases involving
\nin-depth research or problem solving regarding product features, operations, or
\nfunctionality. “Tier 3 Support” shall mean assistance to customer cases which
\nare deemed too difficult or involved to be handled by Tier 2 Support and include
\ncases involving the reproduction of high severity\/difficulty issues, those which
\nrequire verification of problem reproductions developed by Tier 2 Support staff,
\nand those which involve undocumented product features or functionality.<\/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
-27-<\/p>\n
* Certain information on this page has been omitted and filed separately with
\n the Commission. Confidential treatment has been requested with respect to the
\n omitted portions.
\n 27<\/p>\n
EXHIBIT C
\n [ESCROW AGREEMENT]<\/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 from
\nthe Sagent. The SourceFile contract provides the opportunity to serve all
\nlicensees of a particular Software Developer for one or more systems.<\/p>\n
-28-
\n 28<\/p>\n
SOURCEFILE
\n SOFTWARE SOURCE CODE ESCROW AGREEMENT
\n SOURCEFILE NUMBER: ___7446_______<\/p>\n
This Software Source Code Escrow Agreement, dated as of January 6, 1997 by
\nand 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. SourceFile has no knowledge of, and makes no representations with
\nrespect to, the contents or substance of the Parcel, the Software or the Source
\nMaterial. Depositor shall send to SourceFile a duplicate of the Source Material
\nwithin three (3) days after receiving written notice from SourceFile that the
\nSource Material has been destroyed or damaged. All supplements shall be subject
\nto 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. All 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 with such rights of a Beneficiary as set forth herein,
\nonly if (i) such licensee has sent to SourceFile a fully executed copy of the
\nform of acknowledgment attached hereto as Exhibit “B”, in which such licensee
\naccepts the terms of this Agreement and (ii) all fees are paid. The names and
\naddresses of the Beneficiaries shall be described in one or more schedules of
\nBeneficiaries. A schedule of Beneficiaries effective as of the date of this
\nAgreement is attached hereto as Exhibit “C.” All other licensees of the Software
\nshall have no rights hereunder and SourceFile shall have no duties to such
\nlicensees.<\/p>\n
-29-
\n 29<\/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; (b)
\n Beneficiary has a valid license to the Licensed Material; and (c)
\n Beneficiary has a valid maintenance agreement with Sagent for
\n support of the Licensed Material, and either (1) a petition in
\n bankruptcy has been filed in Sagent’s name, whether voluntarily
\n or involuntarily, and such petition is not withdrawn within 90
\n days of such filing or (2) pursuant to Sagent’s obligations under
\n a valid maintenance agreement with Beneficiary, Sagent has
\n consistently and repeatedly faded or refused to correct a
\n catastrophic error or numerous individual errors in the Licensed
\n Materials which render the licensed materials commercially
\n unusable. Provided that the above conditions exist, and
\n Beneficiary has given Depositor written notice of such breach
\n which was not cured within 60 days (the Release Condition), then
\n SourceFile shall follow the following procedures set forth in
\n this Section 4, parts (ii), (iii), (iv) 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 SourceFile
\n by Depositor, with a copy to the Beneficiary demanding delivery,
\n stating that the Release Condition has not occurred or has been
\n cured.<\/p>\n
(iv) If SourceFile receives Contrary Instructions from Depositor
\n within sixty (60) days of the giving of such notice to Depositor,
\n SourceFile shall not deliver a copy of the Source Material to the
\n Beneficiary, but shall continue to store the Parcel until: (1)
\n otherwise directed by the Depositor and Beneficiary jointly; (2)
\n SourceFile has received a copy of an order of a court of
\n competent jurisdiction directing SourceFile as to the disposition
\n of the Source Material; or (3) SourceFile has deposited the
\n Parcel with a court of competent jurisdiction or a Trustee or
\n receiver selected by such court pursuant to this Section 4, part
\n (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 Beneficiary
\n to answer and litigate their several claims and rights amongst
\n themselves. SourceFile is hereby authorized to comply with the
\n applicable interpleader statutes of the State of California in
\n 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
-30-
\n 30<\/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 normal business hours and upon reasonable notice to
\nSourceFile to inspect the records of SourceFile maintained pursuant to this
\nAgreement and to inspect the facilities of SourceFile and the physical condition
\nof 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 Depositor’s 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 Agreement
\nis an “agreement supplementary to” the License Agreement as provided in Section
\n365(n) of Title 11, United States Code (the “Bankruptcy Code”). Depositor
\nacknowledges that if Depositor, as a debtor in possession or a trustee in
\nBankruptcy in a case under the Bankruptcy Code, rejects the License Agreement or
\nthis 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
-31-
\n 31<\/p>\n
14. NOTICES.<\/p>\n
(i) Any notice or other communication required or permitted under
\n this Agreement shall be in writing and shall be deemed to have
\n been duly given on the date service is served personally, sent by
\n overnight courier, or five (5) days after the date of mailing if
\n sent registered mail, postage prepaid, return receipt required,
\n and addressed as follows or to such other address or facsimile
\n number as either party may, from time to time, designate in a
\n written notice given in like manner:<\/p>\n
TO DEPOSITOR: Sagent Technology, Inc.
\n 2225 East Bayshore 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, CA 94607
\n Attn: Client Services
\n Phone: (510)419-3888
\n Fax: (510)419-3875<\/p>\n
(ii) Deposit update notices and invoices will be sent to parties
\n listed in 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 any
\nprovision of this Agreement must be in writing, signed by the parties hereto and
\ndated subsequent to the date hereof.<\/p>\n
(c) GOVERNING LAW JURISDICTION. This Agreement shall be governed by
\nand 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 beginning
\nof 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 all
\nprevious communications, representations and contracts, oral or written, between
\nthe 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
-32-
\n 32<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
\nfirst above written.<\/p>\n
DEPOSITOR SOURCEFILE<\/p>\n
SAGENT TECHNOLOGY, INC., FILESAFE, INC.,
\na California corporation a California corporation<\/p>\n
By: _________________________________ By: ____________________________________<\/p>\n
Name: Ken Gardner Name: __________________________________<\/p>\n
Title: Chief Executive Officer Title: _________________________________<\/p>\n
-33-
\n 33<\/p>\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_____________________<\/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___________________________________________________________________<\/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_____
\n________________________________________________________________________________<\/p>\n
Completed by: Visually verified by:<\/p>\n
DEPOSITOR SOURCEFILE<\/p>\n
By: _________________________________ By: ____________________________________<\/p>\n
Name: Ken Gardner Name: __________________________________<\/p>\n
Title: Chief Executive Officer Title: Client Services<\/p>\n
Date: _______________________________ Date: __________________________________<\/p>\n
EXHIBIT “B”<\/p>\n
FORM OF ACKNOWLEDGMENT BY BENEFICIARY<\/p>\n
The undersigned hereby acknowledges, accepts and agrees to be bound by the
\nterms of the attached SourceFlex Software Source Code Escrow Agreement by and
\nbetween SourceFile, Inc., a California corporation, as Escrow Agent and Sagent
\nTechnology, Inc., as Licensee, dated December 1, 1996.<\/p>\n
-34-
\n 34<\/p>\n
BENEFICIARY: By: __________________________<\/p>\n
Name: ________________________<\/p>\n
Company: _____________________<\/p>\n
Title: _______________________<\/p>\n
Address: _____________________<\/p>\n
______________________________<\/p>\n
______________________________<\/p>\n
Phone: _______________________<\/p>\n
Fax: _________________________<\/p>\n
DEPOSITOR: Sagent Technology, Inc.
\n 2225 East Bayshore Rd., Suite 100
\n Palo Alto, CA 94303
\n Phone: (415) 493-7100
\n Fax: (415) 493-1290<\/p>\n
PLEASE SEND CERTIFIED OR REGISTERED MAIL to:<\/p>\n
SOURCEFILE: SOURCEFILE
\n 1350 West Grand Ave.
\n Oakland, CA 94607
\n Attn: Client Services
\n Phone: 510.419.3888
\n Fax: 510.419.3875<\/p>\n
-35-
\n 35<\/p>\n
EXHIBIT “C”
\n SCHEDULE OF BENEFICIARIES OF THE SOFTWARE<\/p>\n
-36-
\n 36<\/p>\n
EXHIBIT “D”
\n SCHEDULE OF NOTICES
\n DEPOSITOR<\/p>\n
Depositor deposit notices should be sent to: Name: Kathy Gelin
\n Title: Corporate Controller
\n Address: 2225 East Bayshore Road,
\n Suite 100
\n Palo Alto, CA 94303
\n Phone: (415) 496-3112
\n Fax: (415) 493-1290<\/p>\n
Depositor invoices notices should be sent to: Name: Kathy Gelin
\n Title: Corporate Controller
\n Address: 2225 East Bayshore Road,
\n Suite 100
\n Palo Alto, CA 94303
\n Phone: (415) 496-3112
\n Fax: (415) 493-1290<\/p>\n
-37-
\n 37<\/p>\n
EXHIBIT “E”
\n SCHEDULE OF NOTICES
\n BENEFICIARY<\/p>\n
Beneficiary deposit notices should be sent to: Name: ___________________________
\n Title: __________________________
\n Address: ________________________
\n ________________________
\n ________________________
\n Phone: __________________________
\n Fax: ____________________________<\/p>\n
Beneficiary invoices notices should be sent to: Name: __________________________
\n Title: _________________________
\n Address: _______________________
\n _______________________
\n _______________________
\n Phone: _________________________
\n Fax: ___________________________<\/p>\n
1. Concurrent with the delivery of the OBJECT CODE, as stated in Article ___of
\n the Agreement, PROVIDER shall deposit in ADVENT Law Department at
\n ____(address)_____, Attention: General Counsel, the then-current copies of
\n the Escrow Materials. SOURCE CODE shall be provided on media as specified
\n by ADVENT. At the same time as revisions to the OBJECT CODE, (including any
\n IMPROVEMENTS, CORRECTIONS, ENHANCEMENTS, UPGRADES, and UPDATES which
\n PROVIDER is required to incorporate in the [Software] are delivered by
\n PROVIDER, PROVIDER shall deliver to ADVENT the revised Escrow Materials. If
\n necessary, ADVENT shall give PROVIDER access to the Escrow Materials
\n previously deposited for the purpose of updating such Escrow Materials.<\/p>\n
2. ADVENT shall protect the Escrow Materials to the same extent as it does its
\n own confidential information of a similar nature and shall not use or
\n examine such materials, except to verify the accuracy, completeness and
\n sufficiency of a deposit and except as provided in Article (the Escrow
\n Account Article), Paragraphs B and C.<\/p>\n
3. ADVENT shall have the right to have PROVIDER demonstrate to ADVENT, within
\n the applicable operating environment, for the initial deposit of Escrow
\n Materials and, thereafter, not more frequently than once a year at either
\n ADVENT’s cognizant place of business or at another site chosen by mutual
\n agreement, that the Escrow Materials comprise the then current Software and
\n [DOCUMENTATION\/its related documentation]. Each party shall be responsible
\n for its own costs associated with this demonstration, except that ADVENT
\n will reimburse PROVIDER travel and living expenses, as provided in
\n Attachment C, related to this demonstration if held at an ADVENT site. In
\n order to have such demonstration, ADVENT shall give written notice to
\n PROVIDER specifying a date for the demonstration, which shall be no sooner
\n than thirty (30) days after the date of receipt of the written notice. If
\n PROVIDER cannot demonstrate to ADVENT that the Escrow Materials are
\n current, PROVIDER shall immediately update the Escrow Materials to make
\n them current.<\/p>\n
4. ADVENT will inform PROVIDER of any change in the location and person
\n responsible for holding the Escrow Materials.<\/p>\n
-38-
\n 38<\/p>\n
5. ADVENT or PROVIDER may request the joint inspection of the Escrow Materials
\n at ADVENT’s site, with reasonable notice, to review the Escrow Materials
\n for accuracy, completeness and currentness. In the event such review
\n reveals a deficiency in the Escrow Materials, PROVIDER shall promptly
\n provide revisions to the Escrow Materials to correct such deficiency.
\n ADVENT will return obsolete versions of the Escrow Materials to PROVIDER
\n when no longer required for the purposes of this Agreement.<\/p>\n
-39-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42955","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42955","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42955"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42955"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42955"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42955"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}