exv10w17



 





Exhibit 10.17




AMENDED AND RESTATED OUTSOURCING SERVICES AGREEMENT




     THIS AMENDED AND RESTATED OUTSOURCING SERVICES AGREEMENT is made and entered into this May 1,
2006 (“Effective Date”), by and between DemandTec, Inc., a Delaware corporation with offices
located at 1 Circle Star Way, Suite 200, San Carlos, California 94070 (“DemandTec”), and Sonata
Services Limited, a BVI company, with offices located at Room 900-10, 9/F, MLC Millennia Plaza, 663
King’s Road, North Point Hong Kong (“Service Provider”).



Recitals




     A. DemandTec and Representative are parties to that certain Outsourcing Services Agreement
dated August 20, 2004 (the “Original Agreement”), pursuant to which DemandTec engaged Service
Provider to perform certain engineering and support services.



     B. The parties desire to terminate the Original Agreement and to restate their respective
rights and obligations as set forth herein.



     NOW THEREFORE, in consideration of the terms and conditions set forth below and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agrees as follows:



     1. Services; Resources; Security.



     1.1 The specific services to be provided by Service Provider (the “Services”) shall
be set forth in individual Statements of Work substantially in the form attached hereto as
Exhibit A that may be executed from time to time by the parties (each a “SOW”) and attached
to this Agreement. Service Provider shall be responsible to provide the tools and basic know-how
used in each project. Upon the reasonable request of DemandTec, Service Provider agrees to prepare
and submit progress reports to DemandTec/meet with DemandTec detailing the progress being made on
each assigned project.



     1.2 The Services shall be performed by employees and/or consultants supplied by
Service Provider (each a “Resource”). Service Provider shall be solely responsible for the
compensation, withholdings and benefits for each such Resource. All Resources (a) will be skilled,
experienced technicians capable of performing the Services in a professional, workmanlike manner;
(b) are not, and will not be at any time while assigned to perform the Services, restricted by
contract or otherwise in any way from performing the Services; and (c) if Resources perform
Services in the U.S., will have at all times while assigned to perform the Services valid and legal
work status under the regulations of the U.S.



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Immigration and Naturalization Service. Prior to commencing any work for DemandTec, each
Resource shall execute a Proprietary Information and Inventions Agreement in the form of
Exhibit B, and each such agreement shall be provided to DemandTec upon request. During the
term of a particular SOW, Resources assigned to perform the Services under that SOW shall not be
assigned to or perform any work on behalf of any entity other than DemandTec unless DemandTec
consents thereto in writing.




     1.3 Before Service Provider assigns a Resource to perform Services under a SOW,
DemandTec will have the opportunity to review such Resource’s qualifications and, within its
reasonable discretion, approve the assignment of each such individual proposed by Service Provider.
DemandTec may, in its reasonable discretion and at any time during the term of the relevant SOW,
require Service Provider to remove a Resource from performing the Services. If DemandTec requests
a replacement Resource, Service Provider will to the extent reasonably available, provide DemandTec
with a suitable replacement at substantially the same level of experience and at the same billing
rates as the individual being replaced. Service Provider will advise all Resources that perform
Services under a SOW of the applicable terms of this Agreement and the relevant SOW and ensure each
such individual’s compliance with such terms.



     1.4 At all times while performing Services under this Agreement, Service Provider
shall comply with the security measures set forth on Exhibit C.



     2. Deliverables; Acceptance.



     2.1 Service Provider agrees to deliver the deliverables, if any, set forth in each
SOW (“Deliverables”) in conformance with the specifications and schedule specified in the relevant
SOW. Service Provider shall determine the time, place, methods, details and means of performing
the Services.



     2.2 When Service Provider considers a Deliverable completed, Service Provider will
deliver it to DemandTec for acceptance. DemandTec will accept or reject the Deliverable within ten
working days after delivery, specifying any material failures of the Deliverable to meet the
requirements therefore stated in the relevant SOW. If DemandTec rejects the Deliverable in
accordance with the foregoing, Service Provider will use its best efforts to correct the failures
specified in the rejection notice within five working days of the rejection notice and the
provisions above shall be reapplied until the Deliverable is accepted. After the third or any
subsequent rejection or if the corrections are not made within ten working days of the initial
rejection, DemandTec may terminate this Agreement by giving notice to Service Provider.



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     3. Compensation; Billing Procedures.



     3.1 Subject to the terms of this Agreement, DemandTec will pay Service Provider for
Services in accordance with the relevant SOW; provided that if no payment arrangement is so
specified in the SOW, Service Provider shall submit monthly invoices to DemandTec at the end of the
month detailing the Services performed and the fees incurred in the previous month. DemandTec
shall pay Service Provider all undisputed fees within 30 days of its receipt of invoice.



     3.2 To reflect the exchange fluctuation of Ren-min-bi (RMB) for the Agreement,
should fluctuations in the RMB – US$ exchange rate occur during the term hereof, the fees payable
hereunder shall be adjusted by fifty percent (50%) of the total fluctuation, effective in the month
following an official government announcement. An adjusting to the full exchange rate will be
discussed and effective with the following contract and renewal period.



     4. Term and Termination.



     4.1 This Agreement shall commence on the Effective Date and, unless terminated
earlier as described in this Section 4, shall continue for a term of three (3) years, subject to
renewal by mutual agreement of the parties.



     4.2 If either party materially breaches this Agreement the other party may terminate
this Agreement by giving the breaching party 30 days written notice of such breach, unless the
breach is cured within the notice period. DemandTec also may terminate this Agreement at any time,
with or without cause, upon providing six months’ advance written notice, over which time DemandTec
may gradually scale back Services required so as to reduce required Resources a maximum of 15% per
month. Any such termination may, at DemandTec’s option, be limited to one or more SOWs, in which
case, the consequences of termination will be limited to the subject matter of those SOWs.



     4.3 In addition, this Agreement shall automatically terminate upon the closing of
the business transfer outlined in Section 5 below.



     4.4 Upon termination of this Agreement (except if DemandTec terminates this
Agreement for a material breach by Service Provider), DemandTec agrees to pay Service Provider all
amounts due or accrued as of the date of such termination. Upon termination of this agreement for
any reason, each party shall return to the other party all documents containing Confidential
Information as well as all Work Product (as defined in Section 7.1) whether completed or not.
Sections 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement for any
reason.



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     5. Business Transfer Option. Service Provider hereby grants to DemandTec an
irrevocable option to acquire the Resources and business assets of Service Provider that are used
in connection with the performance of the Services on the general terms set forth herein. Such
transfer shall be documented in a definitive transfer agreement in a form to be agreed by the
parties, but which shall contain, at a minimum, usual and customary representations, warranties and
indemnities of Service Provider. In order to exercise this option, DemandTec shall provide Service
Provider with three (3) months’ advance written notice. Upon the closing of the transfer,
DemandTec shall pay to Service Provider a transfer fee in an amount equal to eight times (8x) the
total Service Fees paid by DemandTec to Service Provider in the three (3) months prior to the date
on which DemandTec provides notice of its exercise of the transfer option.



     5.1 Employees. As part of the business transfer, DemandTec shall have the
right, but not the obligation, to offer employment to any or all of Service Provider’s then-current
employees who are involved in the provision of Services or who provide support to the operation of
the business unit providing the Services (including, for example, administrative staff, security
personnel, receptionists and accounting personnel), in each case at salary levels and on other
terms and conditions to be determined in DemandTec’s sole discretion. Service Provider agrees to
use its best efforts to cause such current employees to make available their employment services to
DemandTec. Any employment arrangements between DemandTec and Service Provider’s current employees
will be negotiated directly between such employees and DemandTec. Service Provider will remain
responsible for any obligations towards its employees that accrue before the closing of the
transfer, including, without limitation, claims for wages, benefits or severance pay.



     5.2 Purchased Assets. In connection with the exercise of this option,
DemandTec shall have the right to acquire all of Service Provider’s tangible and fixed assets
relating to or used or held for use primarily in connection with the performance of the Services,
including, without limitation, computer hardware, equipment, and the books, documents, records and
files relating to the performance of the Services. The parties will identify all such assets in a
schedule to be prepared prior to the closing of the sale and will exercise a Bill of Sale or other
appropriate transfer document at the time of transfer.



     5.3 Transferred Agreements. DemandTec also shall have the right, but not
the obligation, to assume all agreements of Service Provider that relate to or are required in
connection with the performance of the Services, including any equipment leases, security
contracts, telephone, Internet or other infrastructure service agreements, to the extent permitted.
In addition, DemandTec shall have the right to enter into a sublease agreement pursuant to which
it will sublease the portion of Service Provider’s facilities that are used in connection with the
provision of Services for the remainder of the term



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of this Agreement. Rent and other commercial terms of any such arrangements shall be agreed
to by the parties in good faith.




     5.4 No Assumed Liabilities. Except for any obligations expressly assumed by
DemandTec under transferred agreements, DemandTec shall not assume or be deemed to assume any other
liabilities, obligations or commitments of Service Provider of any nature whatsoever, whether known
or unknown, fixed or contingent, or accrued or unaccrued, including, without limitation,
liabilities of Service Provider or which relate to the ownership or use of any of the assets
purchased by DemandTec prior to the closing.



     6. Confidential Information. Service Provider understands that DemandTec
possesses and will possess Confidential Information which is important to its business. For
purposes of this Agreement, “Confidential Information” is information that was or will be
developed, created, or discovered by or on behalf of DemandTec, or which became or will become
known by, or was or is conveyed to DemandTec (including, without limitation, Results), which has
commercial value in DemandTec’s business. “Confidential Information” includes, but is not limited
to, information about DemandTec’s finances, operations and maintenance, algorithms, trade secrets,
computer programs, design, technology, ideas, know-how, processes, formulas, compositions, data,
techniques, improvements, inventions (whether patentable or not), works of authorship, business and
product development plans, customers and other information concerning DemandTec’s actual or
anticipated business, research or development, or which is received in confidence by or for
DemandTec from any other person. Confidential Information does not include information that
Service Provider demonstrates to DemandTec’s reasonable satisfaction, by written evidence, (a) is
in the public domain by reason of prior publication not directly or indirectly resulting from any
act or omission of Service Provider, or (b) was already properly known to Service Provider (other
than in connection with this consulting arrangement) without restriction on use or disclosure at
the time of DemandTec’s disclosure to Service Provider. At all times, both during the term of this
Agreement and after its termination, Service Provider will (and will cause each Resource to) keep
in confidence and trust and not use or disclose any Confidential Information without the prior
written consent of an officer of DemandTec. Without limiting the foregoing, Service Provider shall
not reverse engineer, decompile or otherwise attempt to derive any source (or the underlying ideas,
algorithms, formulas, structure or organization) of any computer programs provided to Service
Provider in object code form, and Service Provider shall not modify, create derivative works of or
copy any computer program provided by DemandTec except only to the extent required by a SOW.
Service Provider acknowledges that any disclosure or unauthorized use of Confidential Information
will constitute a material breach of this Agreement and cause substantial harm to DemandTec for
which damages would not be a fully adequate remedy, and, therefore, in the event of any such
breach, in addition to other available remedies, DemandTec shall have the right to obtain
injunctive relief. Service Provider understands that the consulting arrangement creates a
relationship of confidence and trust between



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Service Provider and DemandTec with regard to Confidential Information and the breach thereof
or of the obligations herein relating to Confidential Information shall be construed as a breach of
trust for which all the civil and criminal consequences thereof shall follow.




     7. Intellectual Property Rights.



     7.1 Service Provider agrees that any all notes, records, drawings, designs,
inventions, improvements, developments, discoveries and trade secrets conceived, made or discovered
by Service Provider or under Service Provider’s direction in connection with this Agreement
(collectively, the “Work Product”) are the sole property of DemandTec. To the extent any Work
Product constitutes material subject to copyright protection, such Work Product have been specially
commissioned by DemandTec and shall be deemed “work for hire” as such term is defined under U.S.
copyright law. Service Provider agrees to take all reasonable steps under applicable law to ensure
that title to Work Product produced by its employees vests in Service Provider.



     7.2 To the extent any such Work Product is not automatically assigned to DemandTec
under applicable law, and to the extent they include material subject to copyright, patent, trade
secret, or other proprietary rights protection, Service Provider hereby irrevocably and exclusively
assigns to DemandTec, its successors, and assigns, all right, title, and interest in and to all
such Work Product. This assignment shall not lapse in any circumstances including on the failure
of DemandTec to exercise the rights assigned hereunder for any period of time. Service Provider
agrees to perform, during and after the term of this Agreement, all acts deemed necessary or
desirable by DemandTec to permit and assist it, at DemandTec’s expense, in evidencing, perfecting,
obtaining, maintaining, defending and enforcing Rights and/or Service Provider’s assignment with
respect to such Inventions in any and all countries. To the extent any of Service Provider’s
rights in the same, including without limitation any moral rights, are not subject to assignment
hereunder, Service Provider irrevocably and unconditionally waives all enforcement of such rights.
Service Provider shall execute and deliver such instruments and take such other actions as may be
required to carry out and confirm the assignments contemplated by this Agreement. All documents,
magnetically or optically encoded media, and other tangible materials created by Service Provider
as part of its Services under this Agreement shall be owned by DemandTec. Upon termination of this
Agreement for any reason, Service Provider shall deliver to Client all tangible manifestations of
Work Product, whether completed.



     7.3 Any assignment of copyright hereunder includes all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as or referred to as
“moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned
under applicable law and to the extent the following is allowed by the laws in



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the various countries where Moral Rights exist, Service Provider hereby waives such Moral
Rights and consents to any action of DemandTec that would violate such Moral Rights in the absence
of such consent. Service Provider will confirm any such waivers and consents from time to time as
requested by DemandTec.




     7.4 If any Work Product is based on, or incorporate, or are improvements or
derivatives of, or cannot be reasonably made, used, reproduced and distributed without using or
violating technology or intellectual property rights owned or licensed by Service Provider and not
assigned to DemandTec, Service Provider hereby grants DemandTec a perpetual, worldwide
royalty-free, non-exclusive sublicensable right and license to exploit and exercise all
intellectual property rights in support of DemandTec’s exercise or exploitation of any Work Product
assigned to DemandTec (including any modifications, improvements and derivatives thereof). This
license shall not lapse in any circumstances including for non-exercise of such license by
DemandTec for any period of time.



     7.5 Service Provider further understands that DemandTec possesses or will possess
“DemandTec Materials” which are important to its business. For purposes of this Agreement,
“DemandTec Materials” are documents or other media or tangible items that contain or embody
Confidential Information or any other information concerning the business, operations or plans of
DemandTec, whether such documents have been prepared by Service Provider, by Resources or by
others. “DemandTec Materials” include, but are not limited to, blueprints, drawings, photographs,
charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and
other printed, typewritten or handwritten documents, as well as samples, prototypes, models,
products and the like. All DemandTec Materials shall be the sole property of DemandTec. Service
Provider agrees that, immediately upon DemandTec’s request and in any event upon completion of the
Services, Service Provider shall (and shall cause each Resource to) deliver to DemandTec all
DemandTec Materials, any document or media which contains Results, apparatus, equipment and other
physical property or any reproduction of such property, excepting only Service Provider’s copy of
this Agreement.



     7.6 Service Provider shall not delete, alter or fail to reproduce in and on any
computer programs owned by DemandTec, and shall incorporate into all deliverables, any copyright
and other notices which may be provided by DemandTec or which may be required by DemandTec at any
time.



     8. Warranty. Service Provider represents, warrants and agrees that: (a) it
will perform the Services in a good and workmanlike professional manner by Resources having a level
of skill commensurate with the requirements of this Agreement; (b) the Deliverables will perform
substantially in accordance with the applicable specifications therefor; (c) the Deliverables shall
not contain any code, programming instruction or set of instructions that can damage, disable,
impair, or interfere with or otherwise adversely affect computer



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programs, data files, or hardware of DemandTec without the consent and intent of the computer
user; (d) Service Provider has full power, right and authority to enter into this Agreement, to
carry out its obligations under this Agreement, and to grant the rights granted to DemandTec
herein, including without limitation, the rights to the Work Product developed under this
Agreement; (e) its performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by it in confidence or in trust prior to the
execution of this Agreement; (f) Service Provider has not entered into, and agrees not to enter
into, any agreement either written or oral that conflicts or might conflict with its performances
of the Services under this Agreement; (g) Service Provider has not previously or otherwise granted
nor will in the future grant any rights to any third party which conflict with the rights herein
granted by Service Provider; (h) neither this Agreement (or any term hereof) nor the performance of
or exercise of rights under this Agreement, is restricted by, contrary to, in conflict with,
ineffective under requires registration or approval, or affects Service Provider’s proprietary
rights (or the duration thereof) under, or will require any compulsory licensing under, any law or
regulation of any organization, country, or political or governmental entity where Service Provider
is domiciled or where Service Provider will perform the Services; and (i) the Proprietary
Information and Inventions Agreement will be valid, binding and enforceable in accordance with it
terms when executed by Resources.




     9. Indemnification. Service Provider shall indemnify and hold harmless
DemandTec, its officers, directors, members, partners, principals, agents, and employees, from any
and all liabilities and expenses, including without limitation, reasonable attorneys’ fees,
expenses, costs, judgments, settlements, contract losses, or other costs arising from claims by
third parties: (a) based on acts or omissions of Service Provider or any of Resources, or breach of
any term or condition of this Agreement including, but not limited to, any breach of the warranties
set forth in Section 8 or any compensation, benefit, tax or withholding liability with respect to
Service Provider; (b) for bodily injury, death or damage to real or tangible personal property, to
the extent directly and proximately caused by the negligence or willful misconduct of Service
Provider or any Resource while engaged in the performance of the Services; or (c) arising out of
any claim that any Work Product infringes upon or violates any patent, copyright, trade secret, or
other intellectual property right of any third party.



     10. General.



     10.1 Entire Agreement; Amendment. This Agreement, including any SOW
executed and attached hereto, as to its subject matter, exclusively and completely states the
rights, duties and obligations of the parties and supersedes all prior and contemporaneous
representations, letters, proposals, discussions and understandings by or between the parties.
This Agreement may only be amended in writing and signed by both parties. The parties, by their
representatives signing below, agree with the terms of this



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Agreement and further certify that their respective signatories are duly authorized to execute
this Agreement.




     10.2 Non-Solicitation. Service Provider shall not, directly or indirectly,
solicit for employment any employee, agent, representative of DemandTec during the time any work is
being performed hereunder or for one year after the completion of the performance of Services.



     10.3 Non-Compete. In order to protect DemandTec’s trade secrets and other
Confidential Information, Service Provider agrees that it will not, whether directly or indirectly,
whether for itself or as an agent, consultant or other interested party, develop or distribute any
technology competitive with the products and services of DemandTec, or contract with or provide any
services for the benefit or use by any direct competitor of DemandTec during the term of this
Agreement. Without limiting the generality of the foregoing, the parties acknowledge that
KhiMetrics, Inc. (now a part of SAP), JDA Software Group, Inc., IRI, AC Nielson, Retek
Inc./ProfitLogic (now a part of Oracle), Inc., SAS Institute, Inc. and Manugistics Group, Inc.
are deemed to be direct competitors of DemandTec.



     10.4 Publicity. Neither party shall issue a press release or other public
statement regarding the relationship of the parties or this Agreement without the prior written
consent of the other party, which may be withheld in its sole discretion.



     10.5 Excusable Delay. Neither party shall be liable to the other for any
delay or failure to perform, which is due to causes beyond the reasonable control of said party,
including, but not limited to, acts of God, acts of the public enemy, acts of any governmental
authority in its sovereign capacity, fires, floods, power outages, hurricanes, earthquakes,
epidemics, quarantine restrictions, strikes or other labor disputes and freight embargoes;
provided, however, that failure to make any payments provided for herein shall not be excused for
any of the foregoing reasons.



     10.6 Relationship of Parties. For all purposes under this Agreement each
party shall be and act as an independent contractor and shall not bind nor attempt to bind the
other to any contract. Service Provider will be solely responsible for all taxes, withholdings,
benefits, insurance and other similar statutory obligations with respect to itself and the
Resources.



     10.7 Assignment. Neither party shall have the right to assign this
Agreement to another party, except that DemandTec may assign its rights and obligations to a
successor to substantially all its relevant assets or business.



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     10.8 Governing Law; Attorney’s Fees; Choice of Forum. This Agreement and
any dispute arising hereunder shall be governed by the laws of the State of California, USA,
without regard to its conflicts of law provisions. In any action or proceeding to enforce rights
under this Agreement, the prevailing party will be entitled to recover reasonable costs and
attorneys’ fees. Any controversy, claim or dispute arising out of or relating to this Agreement or
the relationship, either during the existence of the relationship or afterwards, between the
parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be subject to
final arbitration conducted in English in San Mateo County, California pursuant to the JAMS
Comprehensive Arbitration Rules and Procedures, provided that Service Provider may, at its option,
bring any suit relating to intellectual property rights or confidential information in any court of
competent jurisdiction. For such purposes, Service Provider (a) submits to the jurisdiction of the
state and federal courts with jurisdiction over San Mateo County, California, (b) waives the
defense of an inconvenient forum, (c) agrees that valid consent to service may be made by mailing
or delivery of such service to the California Secretary of State (the “Agent”) or to the party at
the party’s last known address, if personal service delivery can not be easily effected, and (d)
authorizes and directs the Agent to accept such service in the event that personal service delivery
can not easily be effected.



     10.9 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO
EVENT WILL DEMANDTEC BE LIABLE TO SERVICE PROVIDER WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR
EQUITABLE THEORY FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES , OR (B) FOR ANY AMOUNT GREATER THAT THE AMOUNT ACTUALLY PAID TO DEMANDTEC UNDER THIS
AGREEMENT.



     10.10 Miscellaneous. Any notices in connection with this Agreement will be
in writing and sent by first class mail or major commercial rapid delivery courier service to the
address specified on the cover sheet or such other address as may be properly specified by written
notice hereunder. The parties acknowledge that each is entering into this Agreement solely on the
basis of this Agreement and representations contained herein, and for its own purposes and not for
the benefit of any third party. The parties agree that this Agreement may be signed by manual or
facsimile signatures and in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. In the event that any provision of
this Agreement shall be determined to be illegal or unenforceable, that provision will be limited
or eliminated so that this Agreement shall otherwise remain in full force and effect and
enforceable.



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     IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this
Agreement, and, intending to be legally bound thereby, executed this Agreement on the date set
forth above.



	 	 	 	 	 	 	 	 	 
	DemandTec, Inc.	 	 	 	Sonata Services Limited
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Culhane 	 	 	 	By:	 	/s/ Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Mark Culhane 	 	 	 	Name:	 	Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	EVP & CFO 	 	 	 	Title:	 	CEO 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/1/06 	 	 	 	Date:	 	5/1/06 
	 

	 	 
	 	 	 	 	 	 





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EXHIBIT A




STATEMENT OF WORK #2



This Statement of Work #2 is entered into between DemandTec, Inc. and Sonata Services Limited
(“Service Provider”) and is subject to the terms and conditions in that certain Amended and
Restated Outsourcing Services Agreement dated May 1, 2006 (the “Agreement”). By signing below, the
parties agree to make this SOW a part of the Agreement. Capitalized terms used herein shall have
the meanings ascribed to them in the Agreement. To the extent that this Statement of Work is
inconsistent with or conflicts with the Agreement, this Statement of Work shall amend and supersede
those inconsistent or conflicting terms of the Agreement.




Services:



Service Provider shall provide an offshore operations unit that includes dedicated Resources for
software development, quality services, and support services to DemandTec related to: (a)
development services of the DemandTec application, and (b) quality and support services for the
DemandTec application.





	Ø	 	Service Provider shall provide a dedicated team of project
managers that manage the engineering teams and productivity of the
team.






	Ø	 	Service Provider shall provide a dedicated team of engineers who
provide sustaining engineering services and product development
services to DemandTec Inc.






	Ø	 	Service Provider shall provide a dedicated team of QA engineers
who test and report on the quality of the product.






	Ø	 	Service Provider shall provide a dedicated team as needed of
product support specialists that act on the behalf of DemandTec
Inc.






	Ø	 	Service Provider may provide other services as agreed upon by
DemandTec and the offshore service provider as addendum to this
SOW.





Fees:



All Services described and performed by Service Provider for and/or on behalf of DemandTec pursuant
to this SOW shall be at a monthly fee structure per Resource as follows:




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	o	 	Project Manager — US$4,550.00






	o	 	Sr. Engineer — US$4,050.00






	o	 	Engineer — US$3,650.00






	o	 	Support Engineer – US$4,000.00




On an annual basis, the parties shall review the PRC Government published NationalConsumer Price
Index, and will discuss adjusting the above monthly rates to account for inflation; provided that
in no event will any such adjustment exceed fifty percent (50%) of the published National Consumer
Price Indexfor any given year.




Payment Terms:



Service Provider shall submit monthly invoices to DemandTec at the end of the month detailing the
Services performed and the fees incurred in the previous month. DemandTec shall pay Service
Provider all undisputed fees within 30 days of its receipt of invoice.




Principal DemandTec Contact:




David Turner

david.turner@demandtec.com

650-226-4687




Term:




See Agreement




Dated: May 1, 2006




	 	 	 	 	 	 	 	 	 
	DemandTec, Inc.	 	 	 	Sonata Services Limited
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Culhane 	 	 	 	By:	 	/s/ Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Mark Culhane 	 	 	 	Name:	 	Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	EVP & CFO 	 	 	 	Title:	 	CEO 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/1/06 	 	 	 	Date:	 	5/1/06 
	 

	 	 
	 	 	 	 	 	 





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EXHIBIT B




PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT



The following confirms and memorializes an agreement that DemandTec, Inc., a Delaware corporation
(“DemandTec”), Sonata Services Limited, a BVI company (“Sonata”), and the undersigned have had
since the commencement of my services on behalf of Sonata for DemandTec in any capacity and that is
and has been a material part of the consideration for my employment by Sonata:





	1.	 	I have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict with this Agreement or my services for Sonata. I will not violate
any agreement with or rights of any third party or, except as expressly authorized by Sonata
and DemandTec in writing hereafter, use or disclose my own or any third party’s confidential
information or intellectual property when acting within the scope of my employment or
otherwise on behalf of Sonata. Further, I have not retained anything containing any
confidential information of a prior employer or other third party, whether or not created by
me.






	2.	 	Sonata (and, by virtue of its agreement with Sonata, DemandTec) shall own all rights
whether existing now or in the future including all right, title and interest (including
patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights
and all other intellectual and industrial property rights of any sort throughout the world and
on a perpetual basis) relating to any and all inventions (whether or not patentable), works of
authorship, mask works, designs, know-how, ideas and information made or conceived or reduced
to practice, in whole or in part, by me during the period that I perform services on behalf of
Sonata for DemandTec (collectively, “Inventions”). However, Inventions shall not include, any
inventions (whether or not patentable), works of authorship that are made or, conceived and
reduced to practice by me (i) entirely on my own time, (ii) without the use of Sonata’s or
DemandTec’s resources or equipment, and (iii) that do not relate to Sonata’s or DemandTec’s
actual or anticipated business, research or development. In consideration of the compensation
payable to me under the terms of my employment by Sonata, I hereby make all assignments
necessary to accomplish the foregoing. I shall further assist Sonata and, as applicable,
DemandTec, at Sonata’s and DemandTec’s expense, to further evidence, record and perfect such
assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be
so owned or assigned. Except as otherwise provided under applicable law, this assignment
shall not lapse in any circumstances including on the failure of Sonata or DemandTec to
exercise the rights assigned hereunder for any period of time. I hereby irrevocably designate
and appoint Sonata and, as the case may be, DemandTec as my agent and attorney-in-fact,
coupled with an interest and




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	 	 	with full power of substitution, to act for and in my behalf to execute and file any
document and to do all other lawfully permitted acts to further the purposes of the
foregoing with the same legal force and effect as if executed by me. If I wish to clarify
that something created by me prior to my services for Sonata that relates to DemandTec’s
actual or proposed business is not within the scope of the foregoing assignment, I have
listed it on Appendix A in a manner that does not violate any third party rights. Without
limiting Section 1 or Sonata’s or DemandTec’s other rights and remedies, if, when acting
within the scope of my employment or otherwise on behalf of Sonata , I use or disclose my
own or any third party’s confidential information or intellectual property (or if any
Invention cannot be fully made, used, reproduced, distributed and otherwise exploited
without using or violating the foregoing), Sonata and, as the case may be, DemandTec will
have and I hereby grant Sonata and DemandTec a perpetual, irrevocable, worldwide
royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all
such confidential information and intellectual property rights. This license shall not
lapse in any circumstances including for non-exercise of such license by Sonata or DemandTec
for any period of time.
	 
	3.	 	To the extent allowed by law, Section 2 includes all rights of paternity, integrity,
disclosure and withdrawal and any other rights that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the
extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any
action that may be taken with respect to such Moral Rights by or authorized by Sonata and
DemandTec and agree not to assert any Moral Rights with respect thereto. I will confirm any
such ratifications, consents and agreements from time to time as requested by Sonata or
DemandTec.






	4.	 	I agree that all Inventions and all other business, technical and financial
information (including, without limitation, the identity of and information relating to
customers or employees) I develop, learn or obtain during the term of my employment with
Sonata that relate to DemandTec or the business or demonstrably anticipated business of
DemandTec or that are received by or for DemandTec in confidence, constitute “Proprietary
Information.” I will hold in confidence and not disclose or, except within the scope of my
employment, use any Proprietary Information. However, I shall not be obligated under this
Section with respect to information I can document is or becomes readily publicly available
without restriction through no fault of mine. Upon termination of my employment with Sonata,
I will promptly return to Sonata and, as applicable, DemandTec all items containing or
embodying Proprietary Information (including all copies), except that I may keep my personal
copies of my compensation records and this Agreement. I also recognize and agree that I have
no expectation of privacy with respect to Sonata’s or DemandTec’s telecommunications,
networking or information processing




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	 	 	systems (including, without limitation, stored computer files, email messages and voice
messages) and that my activity and any files or messages on or using any of those systems
may be monitored at any time without notice. I agree that such Proprietary Information has
been provided to me in trust and the breach thereof of the obligations herein relating to
Proprietary Information shall be construed as a breach of trust for which all the civil and
criminal consequences thereof shall follow.
	 
	5.	 	Until one year after the term of Sonata’s services for DemandTec has ended, I will not
encourage or solicit any employee or consultant of DemandTec to leave DemandTec for any
reason.






	6.	 	I agree that during the term of my services on behalf of Sonata for DemandTec (whether
or not during business hours), I will not engage in any activity that is in any way
competitive with the business or demonstrably anticipated business of DemandTec, and I will
not assist any other person or organization in competing or in preparing to compete with any
business or demonstrably anticipated business of DemandTec.






	7.	 	I agree that (a) I am not an employee of DemandTec, and (b) this Agreement is not an
employment contract or an obligation by DemandTec to obtain my services for any particular
term. Notwithstanding any provision hereof, I am an employee of Sonata and not an employee,
agent, partner or joint venturer of DemandTec and shall not bind nor attempt to bind DemandTec
to any contract. I shall accept any directions issued by Sonata pertaining to the goals to be
attained and the results to be achieved by me or Sonata, but I and Sonata shall be solely
responsible for the manner and hours in which the services for DemandTec are performed. I
agree that I shall not be eligible to participate in any of DemandTec’s employee benefit
plans, fringe benefit programs, group insurance arrangements or similar programs. DemandTec
shall not provide workers’ compensation, disability insurance, social security or unemployment
compensation coverage or any other statutory benefit to me. Sonata (and not DemandTec) shall
be solely responsible for complying with all applicable provisions of workers’ compensation
laws, unemployment compensation laws, labor laws, federal, state and local income tax laws,
and all other applicable laws, regulations and codes relating to terms and conditions of
employment required to be fulfilled by employers. In addition, this Agreement does not
purport to set forth all of the terms and conditions of my employment by Sonata, and, as an
employee of Sonata, I have obligations to Sonata which are not set forth in this Agreement.
However, the terms of this Agreement govern over any inconsistent terms of my obligations to
Sonata and can only be changed by a subsequent written agreement by Sonata and DemandTec.




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	8.	 	I agree that my obligations under Sections 2, 3, 4 and 5 of this Agreement shall
continue in effect after termination of my employment, regardless of the reason or reasons for
termination, and whether such termination is voluntary or involuntary on my part. My
obligations under Sections 2, 3 and 4 also shall be binding upon my heirs, executors, assigns,
and administrators and shall inure to the benefit of Sonata and DemandTec, and their
subsidiaries, successors and assigns.






	9.	 	Any dispute in the meaning, effect or validity of this Agreement shall be resolved in
accordance with the laws of China without regard to the conflict of laws provisions thereof.
I further agree that if one or more provisions of this Agreement are held to be illegal or
unenforceable under applicable Chinese law, such illegal or unenforceable portion(s) shall be
limited or excluded from this Agreement to the minimum extent required so that this Agreement
shall otherwise remain in full force and effect and enforceable in accordance with its terms.
I also understand that any breach of this Agreement will cause irreparable harm to Sonata and,
as the case may be, DemandTec for which damages would not be an adequate remedy, and,
therefore, Sonata and DemandTec will be entitled to injunctive relief with respect thereto in
addition to any other remedies and without any requirement to post bond.




I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES
UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE
UNDERSTANDING THAT DEMANDTEC WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED
BY ME.




                    , 200__




	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Name (Printed)





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Accepted and Agreed to:



	 	 	 	 	 	 	 	 	 
	DemandTec, Inc.	 	 	 	Sonata Services Limited
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Culhane 	 	 	 	By:	 	/s/ Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Mark Culhane 	 	 	 	Name:	 	Mark Y. Wang 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	EVP & CFO 	 	 	 	Title:	 	CEO 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/1/06 	 	 	 	Date:	 	5/1/06 
	 

	 	 
	 	 	 	 	 	 





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EXHIBIT C




REQUIRED SECURITY MEASURES




Physical Security





	�	 	 Physical access shall be controlled by security provisions in Service Provider’s facility.
	 
	�	 	 Removing any DemandTec related software from the Service Provider’s facility must be approved by the primary
DemandTec contact





Network Security





	�	 	 All DemandTec related computer systems shall reside on a secured network infrastructure
	 
	� 	 	 All network operating systems and firmware shall be patched regularly to ensure stability and security
	 
	� 	 	 All access to the DemandTec network shall be done via secured channel





Host Security





	� 	 	 User access to secure hosts will be limited to Resources of the dedicated DemandTec offshore team, unless
specifically approved by DemandTec in writing
	 
	� 	 	 Only DemandTec authorized services and applications shall be running on hosts associated with the DemandTec offshore
team





Password Management





	� 	 	 Passwords shall not be written down or stored unencrypted
	 
	� 	 	 Password shall not be electronically transmitted in unencrypted form






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