German Joint Venture Agreement

EXHIBIT 10.15



JOINT VENTURE AGREEMENT



This Joint Venture Agreement is entered into as of April 8, 1998 (the EFFECTIVE DATE") between Sagent Technology, Inc. with offices at 2225 East Bayshore Road, Suite 100, Palo Alto, CA 94303, ("SAGENT") and ISAR-VERMOGENSVERWALTUNG GBR MBH a German limited liability partnership within the meaning of the German Civil Code with the following address at Gut Keferloh 1B, D-85630 Grasbrunn/Munich, Germany ("INVESTOR").



RECITALS



A. WHEREAS the Investor is a German limited liability partnership which

desires to incorporate and invest in a new German Company, referred to

herein as "JVC" which will distribute the software and services of a

software company in the Territory.



B. WHEREAS Sagent is a software company which seeks expanded distribution

of its software and its related services in the Territory.



C. WHEREAS the Investor, will incorporate the JVC, and the JVC will

receive a license for the Territory from Sagent to (i) resell Sagent

products, (ii) provide authorized maintenance, training and consulting

services and (iii) manage new VARs and Resellers.



D. WHEREAS the Investor's responsibilities related to the JVC will

include: (1) proper incorporation of the JVC (2) the provision of

start-up and operating capital for the JVC, (3) appointing three

appropriate and responsible individuals of the Advisory board of the

JVC and (4) voting of stock shares of the JVC.



E. WHEREAS Investor and Sagent have expressed a desire to work together

to create the JVC which shall be governed by its Shareholder

Agreement, its board, and the Exclusive Software Distribution

Agreement and to have the JVC granted rights and privileges to

distribute the software and services of Sagent in the Territory.



NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:



ARTICLE 1 DEFINITIONS



1.1 "DISTRIBUTION AGREEMENT" shall mean the Exclusive Distribution

Agreement executed on April 8, 1998 between Sagent and JVC.



1.2 Intentionally left blank.



1.3 "JVC" shall mean the company which is incorporated by Investor

pursuant to the terms and conditions of this Agreement.



1.4 "RULES OF PROCEDURE FOR THE ADVISORY BOARD" shall mean the Rules of

Procedure for the Advisory Board of the JVC which are set out as

Exhibit D hereto.



1.5 "SHAREHOLDERS' AGREEMENT" shall mean the Shareholders' Agreement of

JVC which is set out as Exhibit C hereto.



1.6 "TERRITORY" shall mean those countries / accounts set out in the

Distribution Agreement.



1.7 "SAGENT PRODUCT AND SERVICES" shall mean those products and services

developed or licensed by Sagent and provided by Sagent from time to

time and which are distributed by the JVC in the Territory pursuant to

the Terms and Conditions of the Distribution Agreement.



1.8 "SAGENT VISITING DIRECTOR" shall be that person appointed by Sagent

that Investor shall establish as a visiting board member of the JVC

Advisory Board. When used in this Agreement the term "approval of

Sagent's Visiting Director of the JVC's Advisory Board" or similar

term shall mean the affirmative approval of the Sagent Visiting

Director and accordingly the failure of the Sagent Visiting Director

to attend or vote will preclude the required approval.



1.9 "COMPETITOR" shall mean a Data Mart and/or Data Warehouse company or

company that sells Data Access and/or Data Movement tools such as but

not limited to Informatica, Microstrategy, Information Advantage,

Brio, SAS.



"INDIRECT COMPETITOR" shall mean any other software company providing

Database tools or any other business competing with JVC for the same

customers in Data Warehousing tools licensing transactions.



"NON-COMPETITOR COMPANY" shall mean any company which is not a

"Competitor" or an "Indirect Competitor".



ARTICLE 2 FORMATION OF JVC



2.1 INCORPORATION Promptly after the Effective Date of this Agreement, the

Investor shall cause the JVC to be incorporated in the form of a

German GmbH (Gesellschaft mit beschrankter Haftung), or be

incorporated by using an existing German GmbH. In connection with the

foregoing action the Investor shall cause the JVC to adopt the charter

documents (GmbH Shareholders' Agreement and Rules of Procedure for the

Advisory Board) which shall include but not be limited to the identity

and voting rights of the Advisory Board and Shareholders of the JVC

and which are substantially in the form of Exhibits D and E hereto.



















2.2 FUNDING OF INITIAL CAPITALIZATION. The Investor agrees to provide

sufficient funding up to a maximum of one and a half million Deutsche

Marks (DM 1,500,000) over a three year period to enable JVC to hire

personnel, obtain space and otherwise conduct its business. In no

event shall Investor be required to increase its investment or have

any other liability or responsibility to JVC other than the funding

requirements in this section and as otherwise provided in this



2.3 EXCEPTION. Investor shall not be required to meet its investment

obligations and JVC shall not be required to meet its minimum royalty

payment obligation if (i) Sagent has materially defaulted in any of

its obligations set out in this Agreement between the parties and such

default is not cured within ten (10) days of Investor's written notice

to Sagent; or (ii) Sagent's overall revenues, commencing on the

Effective Date, and excluding European revenue do not grow by at least

thirty (30) percent annually or (iii) Sagent does not continue to make

all reasonable commercial efforts in its pursuit of becoming a

publicly traded entity.



2.4 FUNDING REQUIREMENTS.



(a) JVC shall carry all expenses related to the foundation/incorporation

of JVC including but not limited to notary and legal fees. Sagent

shall carry all expenses related to the acquisition of JVC including,

but not limited to notary and legal fees.



(b) The Investor expects that the above investment amount will be

sufficient, however it shall have the right to invest more if

necessary but shall not be obligated to do so.



(c) Sagent shall have the right to lend funds in the form of subordinated

loans to JVC if the Investor has reached its maximum limit.



(d) Apart from disbursements which are normally required in the ordinary

course of business, during the first three (3) years of JVC's

operation the approval of the Advisory Board of JVC and in particular

the Sagent Visiting Director shall be required prior to the Investor

taking any money or other asset out of JVC in any form including but

not limited to cash, profits or dividends. Without approval of the

Sagent Visiting Director, investor shall be entitled to withdrawal of

amounts it has loaned to JVC.



(e) Any amounts lent by Sagent shall bear prevailing market rates of

interest and otherwise comply with all US laws.











2.5 STRUCTURE OF JVC



(a) The Advisory Board of JVC will have three Members of the Advisory

Board, one of whom shall be nominated by Sagent and two by the

Investor. The Board will meet at least quarterly in person or by

telephone with at least five (5) days advance written notice of all



(b) At the outset of the Agreement, one hundred percent of the

shareholdings of the JVC will be owned by Investor, however the

Sagent Visiting Director shall have the right to approve or reject

alternative ownership. Further, any transfer is subject to Sagent's

right of first refusal found elsewhere in this Agreement.



(c) Decisions of JVC for which the approval of Sagent's appointed member

of JVC's Advisory Board is required shall be set out in the Rules of

Procedures, the Shareholders Agreement and in the Actions requiring

Approval set out in Exhibits C, D and E hereto.



ARTICLE 3 MANAGEMENT OF THE JOINT VENTURE COMPANY



3.1 MANAGEMENT GENERALLY. The JVC shall be managed and administered in

accordance with the applicable provisions of its charter documents.

The JVC shall be managed in a manner consistent with prudent business



3.2 INTENT. The parties will agree to guide JVC to achieve the

objectives of Sagent in the "Territory" and the desire by the

Investor to achieve a substantial return from its efforts.



3.3 INVESTOR RESPONSIBILITY. The Investor shall use its best efforts as

the sole shareholder of JVC to ensure that the General Manager of the

JVC understands and works diligently to fulfill all of JVC's

obligations under the Distribution Agreement between JVC and Sagent

which is dated April 8, 1998.



3.4 The advisory board of Sagent GmbH will provide a person acceptable to

Sagent as General Manager of Sagent GmbH.



ARTICLE 4 ALLOCATIONS, DISTRIBUTIONS AND OTHER FISCAL MATTERS



4.1 AUDITORS. The firm of Coopers & Lybrand is hereby designated as the

initial Auditors for the JVC; Auditors shall not be changed without

the approval of the Sagent Visiting Director.



4.2 INFORMATION AND ACCESS. The JVC shall keep its accounting and Tax

records on Sagent's fiscal year (calendar year) basis and shall

provide Sagent with financial statements (to include a balance sheet,

income statement, and









statement of cash flows) no less frequently than within 21 days after

the end of each calendar quarter. JVC shall also provide Sagent with

a personnel roster at such time, listing each employee and significant

consultant of the JVC by name, position held and salary. Sagent shall

have the right at any time to inspect JVC's books records and

facilities and to talk with the officers, Members of the Advisory

Board, employees and consultants of the JVC.



4.3 LIMITATION ON LIABILITY. In the event of termination by either party

in accordance with any of the provisions of this Agreement, neither

party shall be liable to the other, because of such termination for

compensation, reimbursement or investments, leases or commitments in

connection with the business or goodwill of Sagent or JVC. Termination

shall not, however, relieve either party of obligations incurred prior

to the termination.



4.4 Regardless of whether any remedy fails of its essential purpose, in no

event will either party be liable to the other party for incidental,

indirect, special or consequential damages, notwithstanding being

aware of the possibility of such damages. Neither party's liability

for any damages or claims shall exceed US $ 500,000 or DM 900,000

whichever amount is lower.



ARTICLE 5 REPRESENTATIONS AND WARRANTIES



Each party hereby severally represents and warrants to each other party as follows:



5.1 DUE ORGANIZATION AND EXISTENCE.



(a) In the case of the Investor, that it is a limited liability

partnership duly organized, validly existing and in good standing

under the laws of Germany.



In no event shall Investor be required to increase its investment or

have any other liability or responsibility other than the investment

and as otherwise provided in this Agreement.



(b) In the case of Sagent, that it is a corporation duly organized and

validly existing in accordance with the laws of California, USA.



5.2 QUALIFICATION. The parties acknowledge that each of them are duly

qualified, licensed or registered to transact business and is in good

standing under the laws of each jurisdiction in which the nature of

its business or the location of its assets requires it to be so



5.3 POWER AND AUTHORITY. The parties warrant that each has all requisite

power and authority to transact the business in which it is currently

engaged or proposes to engage, to own or hold under lease its

properties and assets, and to execute and deliver, and to perform its

obligations under this Agreement.



5.4 NO CONFLICT. Neither the Agreement's execution and delivery of other

documents contemplated hereunder, (a) requires or will require

approval of its





equity owners or the holders of any of its indebtedness or

obligations, (b) contravenes or will contravene any law applicable to

or binding upon it or any of its properties, (c) contravenes or will

contravene any provision of its charter documents, (d) does or will

contravene or result in a breach of or constitute a default under any

instrument, indenture, agreement or other obligation to which it is a

party or by which it or any of its assets may be bound, or (e)

requires or will require the consent or approval of, the giving of

notice to, the registration with, the recording or filing of any

document with, or the taking of any other action by or in respect of,

any governmental commission, authority or agency, or any other person

or entity whether foreign or domestic the violation of which would

have a material effect on the transaction contemplated herein.



5.5 EXECUTION, DELIVERY AND PERFORMANCE. Each party warrants that it has

duly executed and delivered this Agreement, and this Agreement

constitutes a legal, valid and binding obligation enforceable against

it in accordance with the terms hereof.



5.6 ABSENCE OF LITIGATION. Each party warrants that there are no

actions, suits or proceedings pending or, to the best of its

knowledge, threatened against or affecting it or any of its assets.



5.7 NO LIABILITIES OR OBLIGATIONS. Investor warrants that it has not

incurred any liabilities or obligations on behalf of the JVC, other

than liabilities or obligations required by German law.



5.8 NON COMPETITION. During the first three years of the Agreement, JVC

will not sell any products except the Sagent Products and Services.

During this three-year period, Investor and any of its companies where

investor is the majority shareholder shall have the right to otherwise

conduct their business, however in no event may Investor and its

companies sell or otherwise promote the products of a Competitor or

Indirect Competitor of Sagent without Sagent's prior written

permission and if such permission is granted by Sagent, Investor and

its companies will be responsible for making sure that any affiliate

who may be working with competitors will not receive any confidential

information of Sagent.



ARTICLE 6 ADDITIONAL COVENANTS AND AGREEMENTS



6.1 EXCLUSIVE DEALING. The parties shall work together exclusively to

develop this venture. No party may unilaterally take any action or

enter into any agreement granting any rights to or associated with

this venture to any person or entity that is not a party hereto.



6.2 RESTRICTIONS ON TRANSFERABILITY OF EQUITY INTEREST IN JVC. Except

for transfers or other dispositions to other wholly owned companies,

Investor may not sell, assign, pledge or otherwise dispose of its

equity interest in the JVC, in whole or in part, unless Investor (the

"TRANSFERRING PARTY") has received a













bona fide offer it is willing to accept for such interest (or part

thereof), and Investor thereafter offers Sagent (the "NON-TRANSFERRING

PARTY") a right of first refusal to purchase such interest (or part

thereof) (the "OFFERED INTEREST") at the same price and upon the same

terms and conditions as the bona fide offer, in accordance with the

following procedure:



(a) The Transferring Party shall provide notice to the Non-Transferring

Party, which notice shall (i) state that the Transferring Party

received a bona fide third party offer for the Offered Interest, (ii)

state the price offered for the Offered Interest, on a per-share or

other unitary basis, and (iii) describe the terms and conditions to

which the bona fide offer is subject (the "OFFER NOTICE") and shall

provide the Non Transferring Party with any other information it

reasonably requests regarding the Offer, or JVC.



(b) If the Non-Transferring Party elects to exercise its right of first

refusal, notice of such election (an "ELECTION NOTICE") shall be given

to the other party within sixty (60) days following the date on which

the Office Notice was given. The closing of the purchase and sale

transaction shall take place on the sixty (60th) day after expiration

of the initial sixty day period. At the closing, the Transferring

Party shall sell, and the Non-Transferring Party or Parties shall

purchase, the Offered Interest at the price and upon the terms and

conditions set forth in the Offer Notice. If the offer price is in

other than cash, the Non Transferring Party may elect to pay the

consideration in fair market value in cash.



(c) If rights of first refusal are not timely exercised with respect to

the entire Offered Interest, or are waived, the Transferring Party may

thereafter dispose of the Offered Interest at a price equal to or

greater, and upon terms and conditions equal to or more favorable to

the Transferring Party, than those set forth in the Offer Notice.

However, if the Offered Interest is not so disposed of within ninety

(90) days after the date on which the Offer Notice was given, or if

the Transferring Party elects to dispose of the Offered Interest at a

lower price, or upon terms and conditions less favorable to the

Transferring Party, than those set forth in the Offer Notice, then

this Section 6 shall again become applicable to the Offered Interest.



(d) Notwithstanding anything to the contrary in this Section 6, as a

condition precedent to any sale, assignment or other disposition of an

equity interest in JVC, in whole or in part, the intended transferee

of such interest shall become a party to this Agreement, and shall

give the representations and warranties contained herein and be

subject to all obligations herein including section 7. Additionally,

under no circumstances can any interest be transferred to a Direct or

Indirect Competitor of Sagent except as provided in Section 7.4.



(e) If the Transferring Party sells, assigns, pledges or otherwise

disposes of any interest in JVC, whether in whole or in part, in

violation of this Section 6, such disposition shall be null and void

ab initio. Each party acknowledges that the restrictions on

transferability set forth in this Section are of unique value to the

other parties hereto, and that the payment of monetary damages could













adequately compensate the other parties for any breach of the

obligations set forth in this Section. Accordingly, the rights of the

parties set forth herein shall be specifically enforceable in

accordance with their terms.



(f) Nothing herein shall limit Sagent's Buy-Out Option under Article 7.



6.3 PUBLIC DISCLOSURE. No party shall make any public disclosure

regarding confidential terms of this venture without the prior written

consent of the other parties hereto, except as required by law,

including the requirement of the United States Securities and Exchange

Commission. Confidential terms shall include all of the terms and

conditions of this Agreement, however the business relationship

between the parties and JVC necessary to carry out distribution of

products and other obligations under the Distribution and Trade mark

Agreement shall not be confidential.



6.4 CONFIDENTIALITY. Each party shall keep confidential all information

and documents received from the other parties in connection with the

transactions contemplated hereby, and shall not disclose the same to

any third party without the prior written consent of the party that

might be affected thereby. The limitations set forth in this Section

shall not apply to (a) information that is or becomes generally

available to the public other than as a result of a disclosure by any

person in breach of this Agreement, (b) information already in a

party's possession without restriction on disclosure, (c) information

that comes into a party's possession from a third party without

restriction on disclosure, other than through a breach of an agreement

with the original disclosing party, and (d) information the disclosure

of which is compelled by force of law.



6.5 NAME CHANGE OF JVC. In accordance with Sections 13.3 and 13.6 of the

Exclusive Software Distribution Agreement executed as of April 8, 1998

between Sagent and JVC, Investor as shareholder of JVC shall promptly

pass the resolution required to effect the name change and shall use

its best efforts to effect the legal name change of JVC.





ARTICLE 7 BUY OUT



7.1 In the event that Sagent is sold, (the is, a controlling interest is

sold to another firm that expects to operate Sagent rather than an

investment firm) by written notice the Investor can require Sagent to

purchase JVC at the Formula Price determined pursuant to section 7.3

herein within sixty (60) days following completion of the sale of

Sagent. Sagent may elect to purchase JVC as further described in

Section 7.2. The sale price shall be paid in cash or a combination of

cash and stock of Sagent, if stock is acceptable to Investor.



7.2 At any time, but not earlier than eight (8) months after the

incorporation of JVC, Sagent may elect to purchase JVC at the Formula

Price determined below in cash, or a combination of cash and stock by

giving written notice to Investor. If Sagent elects to purchase JVC

in exchange for stock, Investor may decide to have these shares

directly transferred to its individual partners.







7.2.1 If Sagent is privately held, the value of the shares issued in

connection with any stock purchase shall be at the value declared by

an independent party knowledgeable in business valuation acceptable to

both parties as the fair market value on the date Sagent provides

notice of its desire to purchase JVC. Sagent and the Investor shall

share equally in the cost of the valuation. If Sagent is a publicly

reporting company, the share value shall be the average closing sales

price (or closing bid, if no sales are reported) of Sagent common

stock for the three (3) business days prior as well as three (3)

business days following the date on which written notice is provided

by Sagent for purchase of JVC.



7.2.2 In the case an SEC rule 144 transaction is applicable with respect to

the shares, Sagent shall fully support Investor's/the Partners'

efforts in this transaction.



7.3 FORMULA PRICE:



7.3.1 In the event that the proposed Buy-out Date is on or before the last

day of the first 12-month period of operation, the Purchase Price

shall be equal to the amount of [*] dollars (US $[*]).



In the event that the proposed Buy-out Date is after the last day of

the first 12-month period and on or before the last day of the second

12-month period of operation, the Purchase Pr ...