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EXHIBIT 10.23
[SAGENT LOGO]
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EVALUATION AGREEMENT
This Evaluation Agreement (No.________) is between Sagent Technology, Inc. ▇▇▇
▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. ("us"), and
Account Name & Address:
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("you")
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1. We license you to install and use the Software during the Evaluation Period
only.
"We," "our" and "us" mean Sagent Technology, Inc. "Software" means only our
computer program(s) listed in the Schedule, any documentation ("Documentation")
and updates that we may deliver to you, and portions and copies in any form.
"Schedule" means any schedules that you and we sign that specifically refer to
this agreement. The "Evaluation Period" is the time period listed in the
Schedule; if none is listed there, the Evaluation Period is 30 days from the
effective date of the applicable Schedule.
2. You will pay us the License Fee listed in the Schedule if applicable.
If there is a license fee for the evaluation of our Software listed in the
Schedule then you will pay us the fees net 30 days from receipt of this invoice.
3. We disclaim all representation, warranties, and liability regarding the
Software that you will be evaluating. You accept it "AS IS."
You are responsible for installing the Software, and for determining whether the
Software is suitable, secure, and reliable for your purposes. We will provide
you telephone hotline support at no extra charge during the Evaluation Period
only, but any other maintenance, support or full Software License must be
purchased separately. Telephone support hours are from 6 AM to 5 PM Pacific
Standard Time. We do not warrant that the Software is error-free or that any
errors will be corrected. THE FOREGOING IS IN LIEU OF ALL WARRANTIES OR
CONDITIONS TO YOU OR ANY THIRD PARTY, EXPRESS OR IMPLIED, RELATED TO THE
SOFTWARE OR ANY SERVICES WE MAY PROVIDE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR ARISING BY STATUTE, LAW OR TRADE DEALING OR USAGE. We are not liable
for incidental, special or consequential damages for any reason (including loss
of data or other business or property damage), even if foreseeable, and our
liability in all events will not exceed the License Fee that you have paid, if
any. Your SOLE REMEDY for any defects in the Software is to return the Software
and all copies to us for a full refund of the License Fee you have paid. You
agree to implement backup and recovery procedures adequate to prevent loss due
to malfunction.
4. You will respect our copyright in the Software.
You may make one copy of the Software programs for back-use only. You will put
our copyright notices on all copies. You may not copy the Documentation.
5. You will respect our trade secrets and other proprietary rights in the
Software.
You agree that we have and will keep title, copyright, and all other proprietary
rights in the Software. You will keep the Software in a safe place. You will use
best efforts to ensure that your employees and others with access to the
Software comply with this agreement. You have no right to use, examine or
recreate the Software source code, which is our trade secret. You agree not to
alter, decompile, or reverse engineer the Software. You will treat our Software
and accompanying documentation as Confidential Information. You will protect the
Confidential Information from unauthorized use, dissemination or publication.
You will protect the Confidential Information by using the same degree of care
as you use to protect your own confidential information of a like nature, but no
less than a reasonable degree of care. You are not required to protect
information that (a) you possessed before you received it from us, (b) is or
becomes a matter of public knowledge through no fault of your own; ( c) you
rightfully receive from a third party without a duty of confidentiality; (d) we
disclose to a third party without imposing a duty of confidentiality; (e) you
develop independently; or (f) the law requires or we give written permission to
be disclosed. You may use the Confidential Information only for the purposes of
evaluating and reviewing our Software.
6. You may not transfer the Software.
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Any attempted assignment, sub-license or transfer by you of the Software is void
without our written permission.
7. This license agreement remains in effect unless terminated.
You may terminate this agreement at any time. We may terminate this agreement if
you breach it. At the end of the applicable Evaluation Period, or upon
termination if earlier, you will return the Software, Documentation and all
copies to us. Should you not return the software, then you authorize us in our
reasonable discretion to charge you the applicable full system license fee for
any Software and or Documentation that you do not return to us in unmarked
condition, suitable for evaluation by another customer.
8. The following terms also apply.
This is the full and final agreement between you and us, and supersedes any
earlier promises, representations or agreements relating to the subject of this
agreement. This agreement may only be changed if you and our authorized
representative do so in writing. 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
proprietary rights. We reserve all rights not granted specifically in this
agreement.
YOU:
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Signed:
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Name:
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Title:
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Effective Date:
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SAGENT TECHNOLOGY, INC.
Signed:
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Name:
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Title:
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Effective Date:
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[SAGENT LOGO]
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EVALUATION AGREEMENT
SCHEDULE # 1 EVALUATION PERIOD ENDS_______________
Payment and Delivery Terms if Applicable: If you do not purchase the software
you are required to return it. We will be entitled to physically repossess the
Software from your premises in the event of nonpayment or termination of the
evaluation agreement.
Contact Persons
Your Primary Contact: Name:____________ Phone:____________Email:_____________
Your Alternate Contact: Name:____________ Phone:____________Email:_____________
Our Primary Contact: Name:____________ Phone:____________Email:_____________
Other Applicable Terms:_________________________________________________________
________________________________________________________________________________
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All terms of the evaluation agreement referred to above are incorporated herein
and will apply to your orders relating to this Schedule.