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EXHIBIT 10.21
[SAGENT TECHNOLOGY, INC LOGO]
AGREEMENT FOR CONSULTING
AND TRAINING SERVICES
This agreement for consulting and training services is between
___________________________ ("Customer") and Sagent Technology, Inc.'s, Sagent
Professional Services located at 000 X. Xx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx
Xxxx, XX 00000, XXX ("Consultant").
Customer and Consultant agree as follows:
1. SERVICES PROVIDED
1.1 SERVICES. Consultant agrees to provide Customer consulting services at
the fees described on Exhibit A. The parties may change the services
provided any changes are signed by authorized agents for both parties.
1.2 CONTROL OF SERVICES. Consultant shall determine the time, place,
method, details, and means of performing the Services. Customer agrees
to furnish any facilities, personnel and equipment necessary to
facilitate Consultant's providing the Services.
2. CONSULTANT PERSONNEL
2.1 CONSULTANT STAFF. Consultant will provide adequate staff to render the
Services. In the event that any Consultant staff is found to be
unacceptable to Customer, Customer shall notify Consultant of such fact
and Consultant shall work with Customer to resolve the problem
including removal of staff and providing a replacement acceptable to
Customer.
2.2 INDEPENDENT CONTRACTOR. Consultant is an independent contractor.
Neither Consultant nor Consultant's employees are, or shall be deemed
for any purpose to be, employees of Customer. Customer shall not be
responsible to Consultant, Consultant's employees or any governing body
for any payroll-related taxes related to the performance of the
Services.
3. PROJECT MANAGEMENT
3.1. CUSTOMER PROJECT MANAGER. Customer shall designate a project manager
for the Services (the "Customer Project Manager") who shall act as a
liaison between Customer and Consultant.
3.2. PROGRESS REPORTS AND MEETINGS. Consultant and Customer Project Manager
shall hold meetings and issue reports as the parties deem necessary to
complete the services.
4. RECORDS AND TAXES
4.1. RECORDS. Consultant shall maintain complete and accurate accounting
records, in a form in accordance with generally accepted accounting
principles, to substantiate Consultant's charges and expenses hereunder
and Consultant shall retain such records for a period of one (1) year
from the date of final payment under any Schedule.
4.2. TAXES. Customer agrees to pay the amount of any sales, use, excise or
similar taxes applicable to the performance of the Services, if any,
or, in lieu thereof, Customer shall provide Consultant with a
certificate acceptable to the taxing authorities exempting Customer
from payment of these taxes.
5. INDEMNITY AND INSURANCE
5.1. INDEMNITY. Consultant agrees to defend at its own cost and expense any
claim or action against Customer for actual or alleged infringement of
any United States patent, copyright or other property right (including,
but not limited to, misappropriation of trade secrets) based on any
service furnished to Customer by Consultant pursuant to the terms of
this Agreement. Consultant agrees, should Customer's use of any service
furnished to Customer by Consultant be enjoined by any court, to
promptly obtain, at no expense to Customer, the right to continue to
use the items so enjoined or, at no expense to Customer, provide
Customer promptly with substitute items to the enjoined products. The
limit to Consultant's liability for all costs, expenses, judgments,
fees and settlements under this provision shall be the amount Customer
has
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paid under this agreement.
5.2. INDEMNITY. Customer agrees to defend at its own cost and expense any
claim or action against Consultant based on Customer's products or
services (excluding rights licensed from Consultant) including claims
for actual or alleged infringement of any United States patent,
copyright or other property right (including, but not limited to,
misappropriation of trade secrets). The limit to Customer's liability
for all costs, expenses, judgments, fees and settlements under this
provision shall be the amount Customer has
5.3. INSURANCE. Consultant shall procure and maintain for itself and its
employees all insurance coverages as required by Federal or State law,
including workers' compensation insurance.
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
6.1. CONFIDENTIALITY. The parties acknowledge that Customer and Consultant
each own valuable trade secrets, and other confidential information.
Such information may include software code, routines, data, know-how,
designs, inventions and other tangible and intangible items. All such
information owned by the parties is defined as "Confidential
Information". This provision does not apply to Confidential Information
that is 1) in the public domain through no fault of the receiving
party, 2) was independently developed as shown by documentation, 3) is
disclosed to others without similar restrictions, or 4) was already
known by the receiving party.
6.2. NON-DISCLOSURE. The parties agree that they will not, at any time
during or after the term of this Agreement, disclose any Confidential
Information to any person, and that upon termination of this Agreement,
each party will return any Confidential Information that belongs to the
other party.
6.3. PROPRIETARY RIGHTS. All services provided under this agreement and all
materials, products, inventions, works, and deliverables developed or
prepared by Consultant under this Agreement are the property of
Consultant and all title and interest therein shall vest in Consultant.
These rights include patent rights, copyright, derivative rights, trade
secrets, and trademarks. All intellectual property owned by Customer
shall belong to Customer. Consultant grants Customer a non-exclusive,
worldwide, perpetual, royalty free license to make, use, or sublicense
any of Consultant's intellectual property developed or prepared under
this Agreement.
7. WARRANTIES
7.1. CONSULTANT WARRANTIES. Consultant warrants that each of its employees
assigned to perform services under this agreement shall have the proper
skill, training and background to perform in a competent and
professional manner. Customer acknowledges that the services include
unknown and unforeseen problems and Consultant shall attempt to solve
such problems. Customer acknowledges that Consultant does not warrant
that there will be a satisfactory solution to all problems. CUSTOMER
AGREES THAT CONSULTANT WARRANTS ITS SERVICES "AS IS" AND THAT
CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER
AGREES CONSULTANT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES,
LOST PROFITS, OR ANY DIRECT OR INDIRECT DAMAGES. Customer acknowledges
that the rates charged by Consultant would be substantially higher but
for these limitations.
8. GENERAL
8.1. TERM AND TERMINATION. This Agreement shall commence when last signed by
both parties and shall continue for a period of one year. In the event
of any material breach of this Agreement by either party, the other
party may cancel this Agreement. Either party may terminate this
Agreement by giving the other party two weeks prior written notice of
its election to terminate. In such case, Customer agrees to pay
Consultant for all charges and expenses incurred by the Consultant up
to the effective date of termination.
8.2. ASSIGNMENT. Neither party may assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of
the other party. A sale of substantially all the assets of a party or a
merger of a party does not constitute and assignment for purposes of
this clause.
8.3. NOTICES. Any notices or communication under this Agreement shall be in
writing and shall be by confirmed facsimile, overnight deliver or
certified mail return receipt requested to the party receiving such
communication at the address specified below:
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If to Customer:
Attn.: _____________________________________
_____________________________________
_____________________________________
If to Consultant:
Attn.:
Sagent Technology, Inc.
000 X. Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
8.4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.5. MODIFICATIONS. No changes or waivers to this Agreement shall be binding
unless made in writing and duly signed by authorized agents of both
parties.
8.6. COMPLETE AGREEMENT. This Agreement and each Exhibit attached hereto set
forth the entire understanding of the parties as to the subject matter
therein and may not be modified except in a writing executed by
authorized agents of both parties.
8.7. NON-SOLICITATION. Unless otherwise mutually agreed to by the parties in
writing, the parties agree that they will not hire or solicit the
employment of any personnel of the other party during the term of this
agreement and for a period of six (6) months after the termination of
this agreement.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date last written below.
Customer Consultant
Dated: __________________________ Dated: ___________________________
Name: __________________________ Name: ____________________________
Title: __________________________ Title: ____________________________
Customer
Xxxx To Address
Name: ________________________________________
Address 1 ________________________________________
Address 2 ________________________________________
City, State, Zip ________________________________________
Phone: ________________________________________
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SAGENT TECHNOLOGY, INC.
EXHIBIT A
Project Services: Consultant will provide the service as described below:
1.
2.
3.
4.
Compensation: Consultant will be paid $________ per day. Each day
shall be no more than 8 hours. Customer shall pay a
minimum of one day's compensation plus travel
expenses incurred if a scheduled meeting is cancelled
less than five days in advance.
Invoices: All invoices are due and payable within 15 days after
receipt by Customers.
Expenses: Customer shall reimburse Consultant for any
reasonable and necessary expenses actually incurred,
including travel and living expenses. Reimbursement
for expenses incurred will be made pursuant to an
invoice or invoices submitted monthly and will
reflect the period for which reimbursement is
claimed.
Customer to provide: Workspace, access to telephones, facsimile, and the
Internet, and all necessary equipment and software to
permit Consultant to perform the services.
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