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EXHIBIT 10.22
[SAGENT TECHNOLOGY, INC. LOGO]
SUBCONTRACTOR WORK ORDER AGREEMENT
TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTORS. Subcontractor and __________ are independent
contractors. Neither party is an employee, agent or representative of
the other party. Neither party shall have any right, power, or
authority to enter into any agreement for or on behalf of the other
party, or to incur any obligation or liability or otherwise bind the
other party. This Agreement does not create an association, joint
venture, or partnership between the parties nor imposes any partnership
liability upon either party.
2. WARRANTIES. Subcontractor warrants that Subcontractor has the right to
enter into this Agreement and further warrants:
a. that the service shall be performed in a good and professional
manner;
b. that Subcontractor shall at all times comply with __________
or its client's security provisions and other __________ or
client policies and procedures made known to Subcontractor;
c. that Subcontractor shall not violate or infringe upon any
their party rights, including but not limited to property,
contract, employment, trade secret, confidential and
proprietary information, or any trademark, copyright or patent
rights; and
d. that Subcontractor shall not violate any applicable federal,
state, or local laws, rules or regulations in the performance
of services under this Agreement.
3. OWNERSHIP. All work or materials developed or provided by Subcontractor
under this Agreement shall be deemed to be work made for hire and owned
exclusively by __________. Such work or materials shall include and is
not limited to data, notes, plans, documentation, specifications,
designs, files, software (in source and object code form), upgrades,
revisions, modification, or enhancements. In the event such work or
materials may not, by operation of law, be work made for hire.
Subcontractor hereby assigns to __________ all rights in such work and
materials and all copyrights and patents rights therein. Subcontractor
shall also disclose to __________ all discoveries, inventions, ideas or
techniques (inventions) made by Subcontractor in the performance of
services under this Agreement. All such Inventions shall also be owned
exclusively by __________. Subcontractor shall execute any document and
provide reasonable assistance to __________ as __________ may
reasonably request to give full effect to __________'s ownership rights
hereunder.
4. INDEMNIFICATION. Subcontractor shall indemnify and hold __________, its
officers, employees and agents harmless from any and all claims,
liability damages, losses and expenses arising from:
a. any personal injury (or death) or damage of any property
arising out of or in any way connected with any act or
omission by Subcontractor in the provision of services under
this Agreement;
b. any taxes or other payments owned by Subcontractor to any
governmental agency as a result of any services provided
hereunder, any compensation owned to any employee or
subcontractor of Subcontractor for services provided
hereunder, or any determination that Subcontractor is not an
independent contractor; and
c. any claim by a third party that the work or materials provided
hereunder infringes a copyright, patent, trade secret or other
intellectual property right of such third party.
5. CONFIDENTIALITY. In the course of providing services hereunder,
Subcontractor may have access to confidential and proprietary
information and materials of __________ or its clients (Confidential
Information). Confidential Information includes and is not limited to,
information related to past, present or future research, development or
business affairs, any proprietary products, materials or methodologies,
or any other information which provides __________ or its clients with
a competitive advantage. Confidential
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Information shall be used by Subcontractor only in conjunction with the
provision of services hereunder and shall not be disclosed to any third
party. No rights or licenses under patents, trademarks or copyrights
are ranted or implied by any disclosure of Confidential Information.
Upon __________'s request or completion or termination of this
Agreement, Subcontractor shall return all Confidential Information to
__________. This Section 5 shall survive the expiration or termination
of this Agreement.
6. TERMINATION.
6.1 __________ has the right to immediately terminate this
Agreement without cause upon ten (10) days prior written
notice to Subcontractor.
6.2 Either party may terminate this Agreement upon ten (10) days
prior written notice to the other party if the other party is
in default of any provision of this Agreement and such default
is not cured within the ten (10) day period.
6.3 Upon termination of this Agreement, Subcontractor shall cease
all work and shall promptly provide __________, without
additional cost to __________, all work and materials
developed by Subcontractor under this Agreement. Subcontractor
shall also return to __________ all materials and Confidential
Information provided to Subcontractor in connection with this
Agreement.
7. NONCOMPETITION AND SOLICITATION __________ may, in connection with this
Agreement, disclose to Subcontractor Confidential Information regarding
__________'s clients and the products and services to be provided to
such clients by __________. In consideration of the fees to be paid
hereunder, Subcontractor agrees not to solicit such clients directly or
indirectly, for any similar products and services during the term of
this Agreement and for a period of one (1) year thereafter.
Subcontractor further agrees not to solicit or approach for employment,
either directly or indirectly, any __________ personnel during the term
of this Agreement and for a period of one (1) year thereafter.
8. PUBLICITY AND TRADEMARKS. Neither party shall publicize or use the name
or trademarks of the other party in any manner, or those of
__________'s clients, without the prior written consent of the other
party.
9. LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES ARISING FROM ANY
NONCOMPLIANCE WITH SECTIONS 2, 3, 4, AND 5 IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUE, DATA OR USE OR FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED,
EVEN IF ADVISED O FTHE POSSIBILITY OF SUCH DAMAGES.
10. NONEXCLUSIVITY. This Agreement is nonexclusive and the parties may
enter into similar agreements with other parties without restriction as
to number, location and application.
11. NOTICES. Any notice, request, authorization, direction, or other
communication under this Agreement shall be given in writing and
delivered in person or by certified or first-class United States mail,
properly addressed and stamped with the required postage to the
intended recipient.
12. NONWAIVER. The failure of either party to insist upon or enforce strict
conformance by the other party of any provision of this Agreement or to
exercise any right under this Agreement shall not be construed as a
waiver or relinquishment of such party's right unless made in writing
and shall not constitute any subsequent waiver or relinquishment.
13. INVALID PROVISION. The invalidity or unenforceability of any provision
of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
14. CUMULATIVE REMEDIES. The rights and remedies afforded to either party
pursuant to any provision of this Agreement are in addition to and do
not in any way limit any other rights or remedies afforded to either
party by any other provision of this Agreement or by law. All such
rights and remedies are cumulative and may be exercised singularly or
concurrently.
15. SUCCESSORS AND ASSIGNS. Neither party may assign any rights hereunder
without the prior written consent of the other party, which consent
shall not be unreasonably withheld. Any assignment of rights shall not
work as a novation of obligations thereunder without written agreement.
Any attempt to assign any rights, duties, or obligations hereunder
without the other party's written consent will be void. Notwithstanding
the above, either party may
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assign this Agreement to a surviving entity in connection with any
merger, acquisition or consolidation.
16. SURVIVAL. Sections 3, 4, 5, 6.3, 7 and 9 shall survive any termination
of this Agreement.
17. ENTIRE AGREEMENT. This Agreement and its attachment(s) set forth the
entire agreement between the parties and supersedes any and all prior
or contemporaneous agreements of the parties with respect to the
subject matter contained herein. __________ shall not be bound by, and
specifically objects to, any term, condition, or other provision
inconsistent with or in addition to any provision of this Agreement
that is submitted by Subcontractor in any correspondence or any other
document, unless __________ specifically agrees to such provision in a
written instrument signed by an authorized representative of
__________. No change, amendment, or modification of any provision of
this Agreement shall be valid unless set forth in a written instrument
signed by both parties.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California.
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SUBCONTRACTOR AGREEMENT
SCHEDULE A
BETWEEN
-----------------
AND
SAGENT TECHNOLOGY, INC.
PROJECT CODE NO. __________________
Sagent Technology, Inc. agrees to provide the services described in the
Statement of Work. Following the successful delivery of services,
________________ will pay Sagent Technology, Inc. in accordance with the
following fee schedule and payment terms. This Schedule A shall be subject to
the terms and conditions of the Subcontractor Work Order Agreement between
__________ and Sagent Technology, Inc.
1. STATEMENT OF WORK: Sagent Technology, Inc. agrees to provide the
necessary resources to __________ to test and develop the following
five reports, using Sagent Query Tools at __________'s client
_______________
a. Income Statement by Organization and by Contract Type [2
templates]
b. Overhead Rate Analysis (actual versus budget) [1 template]
c. Revenue Accrual (actual versus budget) [1 template]
d. Actual versus Budget by Cost Center (charging and owning) [2
templates: 1 for charging]
e. Labor Productivity (dollars and hours) [4 templates: 3 for
dollars, 1 for hours]
2. FEE SCHEDULE AND PAYMENT TERMS:
__________ agrees to pay a fixed price of $15,000 plus reasonable
travel and living expenses that may be incurred during the delivery of
this engagement. The estimated duration of this effort is expected to
be fifteen (15) working days, these fifteen (15) days are a portion of
the forty (40) days quoted to _______________ directly from Sagent
Technology, Inc. on Quote 1 (attached) of Sagent Technology, Inc.
Schedule A for implementation of Sagent Software. Upon
_______________'s request, fifteen (15) days out of forty (40) were
transferred to __________ in order to assist in the timely development
of the above referenced reports. This effort is scheduled to begin
_________________________.
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Any work that may be required outside the scope of the above described
services must be in the form of a written request by the Sagent Project
Manager and processed as an addendum to this Schedule A.
__________ will be billed upon the successful completion of the above
described services, and the acceptance of those services by __________.
Payment terms are net 30.
Subcontractor must submit timecards and any expenses for the previous
week's work on Monday's, to the ___________ Project Manager for review
and approval.
Within two business days after the end of a billing period, as defined
in the Fee Schedule and Payment Terms, the Subcontractor shall submit
an invoice to:
________________________
________________________
________________________
________________________
________________________
The invoices shall contain the following information:
Invoice Number
Date of Invoice
Period covered by this Invoice - From/To Dates
Social Security Number or Federal Tax Identification Number
Reference to the Subcontractor Agreement, Effective Date
Project Code number __________ (Please reference as Purchase
Order Number)
Services performed and amounts due
Pre-approved travel and/or per diem expenses if authorized in Fee
Schedule and Payment Terms
Copies of weekly timecards, expense reports and receipts will be
attached
SAGENT TECHNOLOGY, INC. COMPANY: __________________________
By: _____________________________ By: _______________________________
Authorized Representative Authorized Representative
Name: ___________________________ Name: _____________________________
Title: __________________________ Title: ____________________________
Date: ___________________________ Date: _____________________________
