Form End User Software License Agreement

SAGENT TECHNOLOGY, INC. LOGO]



SAGENT TECHNOLOGY, INC.



SOFTWARE LICENSE AGREEMENT



END USER





AGREEMENT by and between Sagent Technology, Inc. ("Sagent") located at 2225 E. Bayshore Rd., Suite 100, Palo Alto, California 94303, and_______________________________ including its subsidiaries and affiliates (the "Licensee").





1. LICENSE



In accordance with the terms herein, Sagent grants to Licensee, and Licensee accepts from Sagent, a perpetual non-exclusive and non-transferable license to use the current object code version of Sagent's Software. Licensee may install the Software for the number specified in the description of the Software attached as Exhibit A.



Licensee's use is restricted so that Licensee may not:



(a) Sublicense, sell, lease, or rent the Software; (b) Decompile, disassemble, reverse engineer the Software; (c) Create a derivative work of the Software; (d) Use the software by more than the number of concurrent users that have been licensed; or (e) Reveal benchmark tests.



2. COPIES



The license(s) granted herein include(s) the right to copy the Software to use the Software as specified in Schedule "A" pursuant to this license and for archival and back-up only. In order to protect Sagent's copyrights in the Software, Licensee agrees to reproduce and incorporate Sagent's copyright notice in any copy, modifications or partial copy.





Licensee may physically transfer the Software from (as applicable):



a. one stand alone computer or network node to another stand alone computer

network node; or b. one server to another server, provided the Software is used on only one

computer, network node or server at a time; or c. the same number of stand alone computers, network nodes or server to the

same other stand alone network nodes or servers.



4. PRICE AND PAYMENT



Licensee shall make payment to Sagent for the Software license pursuant to the fees and payment terms set forth in Exhibit A.



5. SOFTWARE OWNERSHIP



Sagent represents that it has all rights required to licensee the Software and all portions thereof and to grant Licensee the license.



6. OTHER SERVICES



Sagent may provide Licensee with consulting services, software maintenance, and technical support through separate agreements.



7. TITLE TO SOFTWARE SYSTEMS



The Software and all copies thereof are proprietary to Sagent and title thereto remains with Sagent. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications or derivative works belong to and shall remain in Sagent. Licensee shall not sell, transfer, publish, or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner





Sagent Technology, Inc.

Software License Agreement

End User

consistent with the maintenance of Sagent's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. All copies made by the Licensee of the Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of Sagent. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement.





8. CONFIDENTIALITY



Each party agrees to afford the other party's Proprietary Information the same degree of protection against unauthorized use or disclosure as each party normally provides for its Proprietary Information, provided that each party's obligation shall not apply to information which:



i) Is known to the receiving party at the time of disclosure by the disclosing party;



ii) Is now or hereafter in the public domain through no fault of the receiving party;



iii) Is developed independently by the receiving party; and



iv) Is generally known or available from third parties without restriction; and



The term "Proprietary Information" means documented information or software which at the time of its disclosure to the receiving party is identified as Proprietary by an appropriate stamp or legend.



9. WARRANTY



(a) Sagent warrants that Software will conform, as to all substantial

operational features, to Sagent's current published specifications when

installed and will be free of defects which substantially affect system



(b) The Licensee must notify Sagent in writing, within ninety (90) days of

delivery of the Software to the Licensee (not including delivery of any

subsequent modifications to the Software), of its claim of any such

defect. If the Software is found defective by Sagent, Sagent's sole

obligation under this warranty is to use reasonable commercial efforts to

attempt to correct or work around errors, replace defective media or

replace the Software with functionally equivalent Software.



(c) Sagent warrants that the Software shall not cause erroneous date

calculations due to miscalculations by the Software as a result of the

year 2000 date change. Sagent further warrants that the Software includes

the ability to manage and manipulate all data involving dates or date

fields which include indication of century to ensure year 2000



(d) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY

SAGENT. SAGENT MAKES AND LICENSEE RECEIVES NO WARRANTY, EXPRESS OR

IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAGENT SHALL HAVE

NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR

CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY

IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SAGENT FOR DAMAGES

ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANC ...