Software License Agreement

SAGENT TECHNOLOGY INC.



SOFTWARE LICENSE AGREEMENT



[LOGO]



AGREEMENT by and between Sagent Technology, Inc. ("Sagent") located at 2225 E. Bayshore Rd., Suite 100, Palo Alto, California 94303, and U SINTERNETWORKING, INC. 175 Admiral Cochrane Drive, Annapolis, MD 21401 including its subsidiaries and affiliates (the "Licensee").



Licensee is in the business of developing software and hardware solutions which it leases to customers. Sagent agrees to license its Software to Licensee to permit Licensee to develop applications and lease the applications to Licensee's customers.



Accordingly, the parties agree as follows:



1. LICENSE



In accordance with the terms herein, Sagent grants to Licensee, and Li censee 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 Sched ule A.



Under this license, Licensee is permitted to use the Software for which a license fee has been paid as follows:



a. Develop application portfolios or stand-alone applications and use the

Software for Licensee's own use; and



b. Develop applications and lease the Software to Licensee's customers for

customer's use provided that the object code to the Software remains under

Licensee's possession at all times and Licensee requires its customers to

agree to enduser license terms that reflect the rights and restriction of

terms of this agreement.



c. Licensee may physically transfer the Software to other hardware systems

for the same customer provided the Software is only used on one computer,

network node or server at a time.



d. Once Licensee puts a particular module into production for a customer,

that particular module is fungible in that it can be assigned to another

customer subject to the following restrictions:



(i) Only four configurations may be assigned to another customer. The four

configurations may only be assigned once.



(ii) Fungibility applies only where the lease between Licensee and its

customer is terminated due to: 1) Licensee's customer has breached a lease

related to the Software with Licensee; 2) Licensee's customer has filed

for bankruptcy; or 3) at the end of the 36 month lease term.



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



a. Reveal bench mark tests; 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 c. Develop applications or lease the Software to more than one customer



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 Sa gent's copyright notice in any copy, modifications or partial copy.



3. PRICE AND PAYMENT



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



4. SOFTWARE OWNERSHIP



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[CONFIDENTIAL TREATMENT] means that certain confidential information has

been deleted from this document and filed separately with the Securities

and Exchange Commission.







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



5. OTHER SERVICES



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



6. TITLE TO SOFTWARE SYSTEMS



The Sof tware 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 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 L i censee 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 immed iate termination of this License Agreement.



7. 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 I nformation, 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.



8. 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, and if the errors cannot be

corrected, Sagent will, at no extra cost to the Licensee, replace

defective media or replace the Software with functionally equivalent



(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. TO THE EXTENT PERMITTED BY LAW, 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 PERFORMANCE OF

THE SOFTWARE SYSTEMS.



(e) If any modifications are made to the Software by Licensee during the

warranty period, this warranty shall immediately be terminated.

Correction for difficulties or defects traceable to Licensee's errors or

systems changes shall be billed at Sagent's standard time and material



(f) Licensee agrees that Sagent's liability arising out of contract,

negligence, strict liability in tort or warranty shall not exceed any

amounts payable by Licensee for the Software identified above.



9. INDEMNITY



Sagent, at its own expense, will defend any action brought against Licensee to the extent that it is based on a claim that any software system used within the scope of this License Agreement infringes any U.S. patents, copyrights, license or ot her property right, provided that Sagent is given reasonable notice in writing of such claim. Sagent shall have the right to control with Licensee the defense of all such claims, lawsuits and other proceedings. In no event shall Licensee settle any such c laim, lawsuit or proceeding without Sagent's prior written approval.



If, as a result of any claim of infringement against any patent, copyright, license or other property right, Sagent is enjoined from using the Software, or if Sagent believes that the Sof tware is likely to become the subject of a claim of infringement, Sagent at its option and expense may procure the right for Licensee to continue to use the Software, or replace or modify the Software so as to make it non-infringing. If neither of these t w o options is reasonably practicable Sagent may discontinue the license granted herein on one month's written notice and refund to Licensee the unused portion of the license fees hereunder. The foregoing states the entire liability of Sagent with respect t o infringement of any copyrights or patents by the Software or any parts thereof.



10. TERMINATION



Unless otherwise terminated earlier by Sagent's breach of this agreement, Licensee may terminate this agreement at any time provided payment in full has been made and Licensee returns the original and all copies of Software to Sagent.



Sagent shall have the right to terminate this agreement and license(s) granted herein:



(a) Upon ten days' written notice in the event that Licensee, its officers or

employees violates any provision of this License Agreement including, but

not limited to, confidentiality and payment.



(b) In the event of termination by reason of the Licensee's failure to comply

with any part of this agreement, or upon any act which shall give rise to

Sagent's right to terminate, Sagent shall have the right, at any time, to

terminate the license(s) and upon 5 days prior written notice, take

possession of the Software and documentation and all copies wherever

located. Within five (5) days after termination of the license(s),

Licensee will return to Sagent the Software in the form provided by

Sagent or as modified by the Licensee, or upon request by Sagent to

destroy the Software and all copies, and certify in writing that they

have been destroyed. Termination under this paragraph shall not relieve

Licensee of its obligations regarding confidentiality of the Software.



(c) Without limiting any of the above provisions, in the event of termination

as a result of the Licensee's failure to comply with any of its

obligations under this License Agreement, the Licensee shall continue to

be obligated for any payments due. Termination of the license shall be in

addition to and not in lieu of any equitable remedies available to Sagent.



(d) Software sublicenses properly granted and paid for prior to termination

will also remain in effect according to their terms.



11. TAXES



Licensee shall, in addition to the other amounts payable under this License Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this License Agreement, exclusive of taxes based on Sagent's income. without limiting the foregoing, Licensee shall promptly pay to Sagent an amount equal to any such items actually paid, or required to be collected or paid by Sagent.



12. GENERAL







(a) Each party acknowledges that it has read this Agreement, it understands

it, and agrees to be bound by its terms, and further agrees that this is

the complete and exclusive statement of the Agreement between the

parties, which supersedes and merges all prior proposals, understandings

and all other agreements, oral and written, between the parties relating

to this Agreement. This Agreement may not be modified or altered except

by written instrument duly executed by both parties. You are an

independent contractor, not our agent, partner, franchisee, joint venture

or employee. Waivers not given in writing may be revoked at any time

without liability. Invalid provisions do not affect the enforceability of

the others. We are entitled to injunctive relief for violations of our

copyrights, trade secrets or other proprietary rights. We reserve all

rights not granted specifically in this Agreement. All notices shall be

in writing and in English and may be sent by cable, telecopy, or air mail,

return receipt requested, sent to the attention of the Legal Department

at the addresses first set forth above, and shall be deemed received as

follows: cable and telecopy, 24 hours after transmission; and registered

airmail, 5 business days after delivery to the postal authorities by the

party serving notice.



(b) Dates or times by which Sagent is required to make performance under this

license shall be postponed automatically to the extent that Sagent is

prevented from meeting them by causes beyond its reasonable control.



(c) This Agreement and performance hereunder shall be governed by the laws of

the State of California. Venue shall be in Santa Clara County, California.



(d) Licensee agrees that it is responsible for ensuring that any third party

usage is in accordance with the terms and conditions of this Agreement.

Notwithstanding the foregoing, Licensee shall not lease the Software to

the following competitors of Sagent:

Ardent, Informatica, Broadbase, Gentia, Microstrategy, Information

Advantage, Brio, Coguos, Business Objects.



(e) If any provision of this Agreement is invalid under any applicable

statute or rule of law, it is to that extent deemed to be omitted.



(f) The Licensee may not assign or sub-license, without the prior written

consent of Sagent, its rights, duties or obligations under this Agreement

to any person or entity, in whole or in part. A sale of substantially all

of Licensee's assets to a third party or any transfer of more than 50% of

the voting stock of Licensee to a third party shall not constitute an

assignment under this license.



(g) The prevailing party in any action related to this agreement shall have

the right to recover its reasonable expenses ...