exv10w2



 





Exhibit
10.2





			
	 	 	 
	
	 	Payment Schedule 

No. 21042








	 	 	 	 	 	 	 
	Customer:	 	Taleo Corporation
	 
	 	 	 	 	 	 
	 	 	 
	Address:	 	4140 Dublin Boulevard
	 	 	Suite 400
	 	 	Dublin CA 94568
	Contact:

	 	 	 	 	 	 
	 	 	 
	Phone:

	 	 	 	 	 	 
	 	 	 
	Order:

	 	2355123
	 	dated
	 	30 May 07
	Agreement:

	 	DL SA V040407
	 	dated
	 	 
	 

	 	 	 	 	 	 
	PPA No.:

	 	4381
	 	dated
	 	30-May-05









	 	 	 	 	 
	Executed by Customer
(authorized signature):	 	 
	By: 

Name:

	 	/s/ Josh Faddis
 

Josh Faddis
	 	 
	Title:

	 	VP & Corporate Counsel	 	 
	Executed by Oracle Credit Corporation:	 	 
	By: 

Name:

	 	/s/ Jill Nelson
 

Jill Nelson
	 	 
	Title:

	 	Vice President — OFD Operations — Business Practices
	 	 
	Payment Schedule Effective Date: 30 May 07	 	 











	 	 	 	 	 	 	 
	System:

	 	 	 	Payment Schedule:	 	 
	 

	 	 	 	Payment Amount
	 	Due Date
	Software:

	 	$3,307,987.20
	 	1 @ [*******]
	 	NET 30
	Support:

	 	$2,535, 324.20 2 Year(s)
	 	7 @ [*******]
	 	01-SEP-07, 01-DEC-07, 01-MAR-08, 01-JUN-08,
	Consulting:

	 	$0.00
	 	 	 	 01-SEP-08, 01-DEC-08, 01-MAR-09
	Education:

	 	$0.00	 	 	 	 
	Other:	 	$235,522.69 *	 	 
	System Price:

	 	$6,078,834.09	 	 	 	 
	 

	*      buyouts of TLLS’s 13102, 14995 & 17083.	 	 






Transaction Specific Terms:



For this Contract, the rate used in PPA Section 3, Paragraph 2, Subsection (i) shall be the lesser
of the rate in the Contract or 3%.
Future increases in support fees, if any, are not included in the System Price or Payment Amounts.
Such increases shall be due separately
to the applicable Supplier from Customer.



Optional o (If this box is checked):



The Customer has ordered the System from an alliance member/agent of Oracle Corporation or one of
its affiliates, whose name and address are specified below. Customer shall provide OCC with a copy
of such Order. The System shall be directly licensed or provided by the Supplier specified in the
applicable Order and Agreement, each of which shall be considered a separate contract. Customer has
entered into the Order and Agreement based upon its own judgment, and expressly disclaims any
reliance upon statements made by OCC about the System, if any. Customer’s rights with respect to
the System are as set forth in the applicable Order and Agreement and Customer shall have no right
to make any claims under such Order and Agreement against OCC or its Assignee. Neither Supplier nor
any alliance member/agent is authorized to waive or alter any term or condition of this Contract.
If within ten days of the Payment Schedule Effective Date, OCC is provided with Customer invoices
for the System specifying applicable Taxes, then OCC may add the applicable Taxes in accordance
with this Contract.




	 	 	 	 	 	 	 	 	 
	Alliance Member/Agent:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Contact:

	 	 
 

	 	Phone:
	 	 
 

	 	 





This Payment Schedule is entered into by Customer and Oracle Credit Corporation (“OCC”)
for the acquisition of the System from Oracle Corporation , an affiliate of Oracle Corporation, an
alliance member/agent of Oracle Corporation or any other party providing any portion of the System
(“Supplier”). This Payment Schedule incorporates by reference the terms and conditions of the
above-referenced Payment Plan Agreement (“PPA”) to create a separate Contract (“Contract”).



A. PAYMENTS: This Contract shall replace Customer’s payment obligation under the Order and
Agreement to Supplier, to the extent of the System Price listed above, upon Customer’s delivery of
a fully executed Order, Agreement, PPA, Payment Schedule, and any other documentation required by
OCC, and execution of the Contract by OCC. Customer agrees that OCC may add the applicable Taxes
due on the System Price to each Payment Amount based on the applicable tax rate invoiced by
Supplier at shipment. OCC may adjust subsequent Payment Amounts to reflect any change or
correction in Taxes due. If the System Price includes support fees for a support period that
begins after the first support period, such future support fees and the then relevant Taxes will
be paid to Supplier as invoiced in the applicable support period from the Payment Amounts received
in that period. The balance of each
Payment Amount, unless otherwise stated, includes a proportional amount of the remaining components
of the System Price excluding such future support fees, if any.



B. SYSTEM: Software shall be accepted, and the services shall be deemed ordered pursuant to the
terms of the Agreement. Customer agrees that any software acquired from Supplier to replace any
part of the System shall be subject to the terms of the Contract. Any claims related to the
performance of any component of the System shall be made pursuant to the Order and
Agreement. Neither OCC nor Assignee shall be responsible to Customer for any claim or liability
pertaining to any performance, actions, warranties or statements of Supplier.



C. ADMINISTRATIVE: Customer agrees that OCC or its Assignee may treat executed faxes or
photocopies delivered to OCC as original documents; however, Customer agrees to deliver original
signed documents if requested. Customer agrees that OCC may insert the appropriate administrative
information to complete this form. OCC will provide a copy of the final Contract upon request.




[*******] Confidential treatment requested.





 









 








Amendment No. 1

to Payment Schedule No. 21042 dated May 30, 2007 (“PS”)

to the Payment Plan Agreement No. 4381 dated 30-May-05 (“PPA”)

between Taleo Corporation (“Customer”) and Oracle Credit Corporation (“OCC”)



This Amendment hereby amends the PS No. 21042 to the above PPA, in the following respects:



In the PS:





	1.	 	Preamble
	 
	 	 	Add: “If Customer elects not to order second year Support in accordance with the Order,
Customer shall provide Oracle and OCC (or its Assignee) with written notice sixty (60) days
prior to the start of each Support Year. Upon receipt of such notice, Oracle or Assignee
shall decrease the remaining Payment Amounts by the Support fee attributable to each
Support Year.”
	 
	2.	 	Section C, Second Sentence
	 
	 	 	Replace “Customer agrees that OCC may insert the appropriate administrative
information to complete this form.”
	 
	 	 	with “Customer agrees that OCC may insert the appropriate administrative information in the
following form fields to complete this form: Contact, Phone, Order                      dated                     ,
Agreement                      dated                     , and Payment Schedule Effective Date.”




All other provisions of the PS and PPA remain unchanged and in full force and
effect.



The
Effective Date of this Amendment No. 1 is May 30, 2007.




	 	 	 	 	 	 	 	 	 	 	 
	TALEO CORPORATION

(authorized signature)	 	 	 	ORACLE CREDIT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Josh Faddis
 

Josh Faddis
	 	 
	 	By:

Name:
	 	/s/ Jill Nelson
 

Jill Nelson
	 	 
	Title:

	 	VP & Corporate Counsel
	 	 	 	Title:
	 	Vice President, OFD
Operations — Business Practices	 	 







 









 





	 	 	 	 	 	 	 
	ORACLE Credit Corporation	 	Payment Plan Agreement
	 
	 	 	 	 	 	 
	Customer:	 	Taleo Corporation	 	Executed by Customer (authorized signature):
	 
	 	 	 	 	 	 
	Address:
	 	575 Market Street, 8th Floor	 	By:	 	/s/ Jean Lavigueur
	 
	 	 	 	 	 
	 
	 	San Francisco CA 94105	 	Name:	 	Jean Lavigueur
	 
	 	 	 	Title:	 	Vice President Finance
	 
	 	 	 	 	 	 
	Phone:
	 	415.538.9068	 	Executed by Oracle Credit Corporation:
	PPA No.:
	 	4381	 	 	 	 
	Effective Date:
	 	May 30, 2005	 	By:	 	/s/ Nancy Coquioco
	 
	 	 	 	 	 
	
	 		 	Name:	 	NANCY COQUIOCO
	
	 		 	Title:	 	CONTRACTS MANAGER






The Payment Plan Agreement (“PPA”) is entered into by Customer and Oracle Credit Corporation
(“OCC”) to provide for the payment of the System Price specified in a Payment Schedule on an
Installment basis. The System (as defined below) is being acquired from Oracle Corporation, an
alliance member/agent of Oracle Corporation or any other party providing any portion of the System
(“Supplier”). Each Payment Schedule shall specify the
Software and other products and services,
which items together with any upgrade, transfer, substitution, or replacement thereof, shall
comprise the “System”. Each Payment Schedule shall incorporate the term and conditions of the PPA
to form a “Contract” and the System specified therein shall
be subject to the terms and conditions
of such Contract. The System shall be licensed or provided to Customer directly by Supplier
pursuant to the terms of the Order and Agreement specified in Contract. Except as provided under the
Contract, Customer’s rights and remedies under the Order and Agreement, including Supplier’s
warranty and refund provisions, shall not be affected.



1. PAYMENT SCHEDULE: Customer agrees to pay OCC the Payment Amounts in accordance with the
Contract, with each payment due and payable on the applicable Due Date. If full payment of each
Payment Amount and other amounts payable is not received by OCC within 10 days of each Due Date,
Customer agrees to pay to OCC interest on the overdue amount at the rate equal to the issuer of one
and one-half percent (1.5%) per month, or the maximum amount allowed by law. Unless stated
otherwise, Payment Amounts exclude any applicable sales, use, properly or any other tax allocable to the System, Agreement or Contract (“Taxes”). Any amounts or any Taxes payable under the Agreement which are not added to the Payment Amounts due under the Contract are
due and payable by Customer, and Customer shall remain liable for any filling obligations. Customer’s
obligations to remit Payment Amounts to OCC or its assignee in accordance with the Contract is
absolute, unconditional, noncancellables, independent, and shall not
be subject to any abatement,
set-off, claim, counterclaim, adjustment, reduction, or defense for any reason, including but not
limited to, any termination of any Agreement or performance of the System.



2. ASSIGNMENT: Customer hereby consents to OCC’s assignment of all or a portion of its rights
interests in and to the Contract to third-parties
(“Assignee”). OCC shall provide Customer notice thereof. Customer and OCC agree that Assignee shall not, because of such assignment, assume any of OCC’s or Supplier’s obligations to
Customer. Customer shall not assert against Assignee any claim, defense, counterclaim or setoff
that Customer may have against OCC or Supplier. Customer waives all
rights to make any claim against Assignee for any loss or damage of
the System or breach of any
warranty, express or implied, as to any matter whatsoever, including but not limited to the System
and service performance, functionality, features, merchantability or
illness for a particular
purpose, or any indirect, incidental or consequential damages or loss of business. Customer shall
pay Assignee all amounts due and payable under the Contract, but shall pursue any claims under any
Agreement solely against Supplier. Except when a Default occurs, neither OCC nor Assignee will
interfere with Customer’s quiet enjoyment or use of the System in accordance with the Agreement’s
terms and conditions.



3. DEFAULT;
REMEDIES: Any of the following shall constitute a Default under the Contract: (i) Customer tells to pay when due any sums due under any Contract: (ii) Customers braches any representation or fails to pederm any obligation in
any Contract; (iii) Customer materially breaches or terminates the license relating to Software;
(iv) Customer defaults under a material agreement with Assignee; of (v) Customer becomes insolvent
or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for
Customer or for a substantial part of its assets, or bankruptcy, reorganization or insolvency
proceedings shall be instituted by or against Customer.



In the
event of a Default that is not cured within thirty (30) days of its occurrence, OCC may; (i)
require all outstanding Payment Amounts and other sums due and scheduled to become due (discounted
at the lesser of the rate in the Contract or five percent (5%) per
annum simple interest) to become
immediately due and payable by Customer; (ii) pursue any rights provided under the Agreement, as
well as terminate all of Customer’s rights to use the System and related services, and Customer
agrees to cease all use of the System; and (iii) pursue any other rights or remedies available at
law or in equity. In the event OCC institutes any action for the enforcement of the collection of
Payment Amounts, there shall be due from Customer, in addition to the amounts due above, all costs
and expenses of such action, including reasonable attorneys’
fees. No failure or delay on the part of
OCC to exercise any right or remedy hereunder shall operate as a waiver thereof, or as a waiver of
any subsequent breach. All remedies are cumulative and not exclusive. Customer acknowledges that
upon a default under the Contract, no party shall license, lease, transfer or use any Software in
mitigation of any damages resulting from Customer’s Default.



4. CUSTOMER’S REPRESENTATIONS AND COVENANTS: Customer represents that, throughout the term of the
Contract, the Contract has been duly authorized and constitutes a legal, valid, binding and
enforceable agreement of Customer. Any transfer or assignment of Customer’s rights or obligations
in the System, or under the Agreement or the Contract shall require OCC’s and Assignee’s prior
written consent. A transfer shall include a change in majority ownership of Customer. Customer
agrees to promptly execute any ancillary documents and take further actions as OCC or Assignee may
reasonably request, including, but not limited to, assignment notifications, acceptance
certificates, certificates of authorization, registrations, and filings. Customer agrees to
provide copies of Customer’s balance sheet, income statement, and other financial reports as OCC or
Assignee may reasonably request.



5. MISCELLANEOUS: The Contract shall constitute the entire agreement between Customer and OCC
regarding the subject matter herein and shall supersede any inconsistent terms set forth in the
Order, Agreement or any related agreements, Customer purchase orders
and all prior oral and written
understandings. If any provision of the Contract is invalid, such Invalidity shall not affect the
enforceability of the remaining terms of the Contract. Customer’s obligations under the Contract
shall commence on the Effective Date specified therein. Except for payment terms specified in the
Contract, Customer remains responsible for all the obligations under each Agreement. Each Payment
Schedule, and any changes to a Contract or any related document, shall take effect when executed by
OCC. The Contract shall be governed by the laws of the State of California and shall be deemed executed in Redwood Shoros . CA as of the Contract Effective
Date.