exv10w15






Exhibit 10.15




MASTER AGREEMENT FOR CONSULTING SERVICES

(Individual)



This Master Agreement for Consulting Services (“Master Agreement”) is made and entered into
effective as of the 28th day of June, 2009 (“Effective Date”) by and between William Van
Valkenberg, an individual residing in the State of Washington at [***]
(“Consultant”), and RealPage, Inc., a Delaware corporation with its principal place of
business at 4000 International Parkway, Carrollton, Texas 75007-1913 (“Client”).
Consultant and Client are hereinafter collectively called the “Parties”.



1. Scope and Content of Agreement



(a) This Master Agreement sets forth the overall terms, conditions and agreements pursuant to which
Consultant from time to time shall provide consulting services to Client of the following general
type: legal services on a project by project basis (collectively the “Services”).



(b) From time to time Client will engage Consultant to perform Services with respect to a
“Project,” which, for purposes of this Master Agreement, means a separately identifiable
and severable set of Services with respect to which the Parties have executed a “Work
Order”. A “Work Order” means (i) a written proposal by Consultant setting forth the Services
which it proposes to perform for the benefit of the Client and which has been accepted by Client in
the form presented to it (or if accepted with modification by Client, has also been accepted by
Consultant), or (ii) a written statement by Client of the Services which it desires Consultant to
perform and which has been accepted by Consultant In the form presented to it (or, if accepted with
modification by Consultant, has also been accepted by Client). The Parties may mutually agree in
writing to deem any engagement letter, request for proposal or other document produced by either
Party to be a Work Order for a particular Project. Any Work Order may be changed only by a written
‘Protect Change Order signed by both Parties.



(c) So long as this Master Agreement is in effect, it shall govern the performance of all Services
and Projects. Thus, each and every Work Order and each and every Project Change Order shall be
subject to and governed by this Master Service Agreement. With regard to each Project, this Master
Agreement, together with (i) any attached exhibits or schedules (which are expressly incorporated
herein by this reference); (ii) any written amendments to this Master Agreement which have been
executed by the Parties; (iii) the Work Order, and (iv) any Project Change Orders (collectively,
the “Documents”) shall constitute the entire agreement between the Parties. If there is any
conflict between the terms of this Master Agreement and any other Document, the terms of this
Master Agreement shall control.



2. Relationship of the Parties. The Parties represent and acknowledge that Consultant shall
perform all Services hereunder as an independent contractor and that any and all work product and
intellectual property created in the course of performing any Services shall be deemed to be a
“work made for hire” pursuant to 17 U.S.C., § 201(b) (the Copyright Act) and as such all such work
shall be specially commissioned work belonging to Client.






 









 







Unless provided to the contrary in any Work Order, only Consultant himself shall perform Services
hereunder. Consultant shall not employ any sub-contractors unless such are expressly provided for
in a Work Order signed by Client. In all instances where sub-contractors are used, Consultant
agrees to assume complete responsibility for such sub-contractors with regard to all applicable
federal, state and local laws, regulations and rules relating to employment of sub-contractors and
shall require all such sub-contractors, as a condition of employment, to execute assignments to
Client of all work product and all intellectual property associated therewith.



If any of the Services provided under this Master Agreement will be performed at Client’s premises,
without modifying the relationship among the Parties, Client shall provide office space and
facilities to Consultant to the extent reasonably necessary to perform the Services. On the
premises of Client, Consultant shall conduct himself with decorum in a manner appropriate for a
business environment. Consultant shall observe all of Client’s security, drug, alcohol, firearms,
and other site rules and regulations of which he has been given reasonable notice. Consultant is
hereby given notice that Client has a policy of enforcing a drug free work environment and
Consultant agrees to fully comply with this policy. Client’s premises shall be safe from
unreasonable hazards and risks.



3. Services. While the specific Services to be performed with respect to a Project will be defined
in the applicable Work Order and any Project Change Orders, the following general provisions shall
apply to all Work Orders and Services provided under this Master Agreement



(a) Each Work Order shall describe any Project in sufficient detail to ensure that the scope of
Services is finite, definable and measurable and that the method of calculating Consultant’s fee is
dear and unambiguous. Consultant shall not commence performance of any Services until it shall be
satisfied that such condition has been met. Consultant shall use his/her superior knowledge of the
tasks and costs necessarily involved in projects of the type being undertaken to advise Client as
to necessary inclusions in the Work Order. No additional Services or Fees shall be implied by
reason of the Services expressly described in the Work Order.



(b) Consultant shall provide the Services with no less a degree of skill, quality and care as is
utilized by (i) persons (A) in the same industry, (B) charging the same or similar fees, (C) in the
locale in which the Services are to be performed, and (ii) the Consultant in projects of a similar
nature for other clients.



(c) Subject at all times and in all cases to the requirements of confidentiality set forth in
Section 5 of this Master Agreement, Client acknowledges that Consultant may from time to time other
than during the Project Period perform similar services for others, and that this Master Agreement
shall not prevent Consultant from performing such services.



(d) Consultant shall deliver the Services for a Project In accordance with the delivery schedule
contained in the Documents. Consultant will use reasonable care to notify Client of all
anticipated delays. If Consultant fails to maintain substantial compliance with any schedule of
time set forth in the Documents by reason of his own acts or omissions, Client may, upon fifteen
(15) days written notice and opportunity to cure, terminate the Project. If Client terminates a
Project pursuant to this Section 3(e), Consultant shall be entitled to payment for all Services
rendered






 









 







through the date of termination at a rate commensurate with the value of such Services in such
circumstances.



4. Pricing and Payment for Services. The pricing and payment for all Services rendered by
Consultant shall be governed by the following provisions:



(a) For each Project, the Work Order shall specify the method of pricing of “Fees” (charges
for Services provided), which shall be either: Actual Time and Materials (“Actual T&M”) or
Fixed Price (“Fixed”).



(b) Any estimates of cost or time made by Consultant, if made in a Document, shall be made in good
faith and shall be binding on the Consultant unless specific provision shall be made in the same
Document for grace periods or percentages of permitted time and/or cost overruns or unless the
Project is initially priced on a Fixed Fee basis.



(c) In the case of Actual T&M Projects, Consultant will notify Client as soon as practicable if a
permitted cost or time overrun will be exceeded, and Client shall have the option to require
continued performance subject to its claim for damages and/or a reduction of the Fee or to
terminate the Project by delivering to Consultant written notice of termination not less than three
(3) business days prior to the effective date of the termination in which case Consultant’s Fee for
all Services rendered through the date of the termination shall be reduced to a rate commensurate
with the value of such Services in such circumstances minus Client’s damages.



(d) All Fees for Actual T&M Projects shall be based an the schedule of rates, fees, rate
classification and minimum hours (“Rates”) set forth in the Work Order. Rates for a
particular Project will be fixed for the duration of such Project, unless otherwise provided in the
Work Order. For actual T&M Projects, the Work Order shall set forth a Maximum Fee, the amount of
which Consultant shall not exceed without prior written approval of Client



(e) No expenses for overtime work (work in excess of 40 hours per calendar week) shall be incurred
in connection with any Project unless the Documents shall expressly permit such, and then only to
the extent permitted by the provisions of the Documents. The Fees associated with overtime work
wilt be billed at time and a half.



(f) In addition to Fees, Client shall pay all “Reimbursable Expenses” and “Applicable
Taxes” related to the Services provided by Consultant.




          (i) “Reimbursable Expenses” means all out-of-pocket expenses reasonably incurred by
Consultant in connection with the Services under this Master Agreement. Reimbursable Expenses
shall include but are not limited to travel expenses, lodging and meals, long distance telephone
and facsimile charges, photocopying, postage and delivery charges. All Reimbursable Expenses are
subject to reasonable itemization and documentation upon request by Client in order for an expense
to be considered a Reimbursable Expense it must be in conformance with the travel and lodging
policies of the Client which Client shall provide to Consultant from time to time during the Term
hereof.







 









 








          (ii) “Applicable Taxes” means state and local sales or services taxes paid or incurred
by Consultant with respect to the Fees but excludes all other types of taxes, levies and
assessments whatsoever, including taxes based on net income.



(g) Unless otherwise set forth on the applicable “Work Order:




          (i) Consultant shall Invoice Client on a monthly basis for all Fees, Reimbursable Expenses and
Applicable Taxes. All invoices shall be paid within forty-five (45) days of the Client’s receipt
of invoice. Invoices for Actual T&M shall be for the actual amounts incurred according to the
“Work Order” then in effect and shall be payable in full without retainage. Fixed Price Projects
shall be invoiced on a percentage of completion based on Consultant’s good faith estimate of
progress to the data of the invoice.




          (ii) Unless otherwise provided in the Documents, all billings will be in U.S. dollars and all
payments shall be made in U.S. dollars in currently available funds.




          (iii) Any undisputed invoice that is not paid within forty-five (45) days from the date of the
invoice shall bear interest at the lessor of 12% per annum or the highest rate of interest allowed
under applicable law. Consultant may suspend the performance of Services with regard to any
Project pending payment of any undisputed, past due amounts then owing for work in regard to such
Project. If a good faith dispute shall arise as to any amount to be paid by Client to Consultant
with regard to a Project, Client and Consultant shall, within ninety (90) days from the date of the
invoice, engage in good faith negotiations to resolve the dispute, if necessary, escalating the
issue to senior management. At the end of such ninety (90) day period, if the dispute shall remain
unresolved, the Client shall, for a period of ten (10) days, have the option of (i) making payment
to Consultant “under protest”, by giving written notice conspicuously setting forth the protest,
without waiver or prejudice to its right to recover from Consultant any amounts finally determined
not to be due and owing hereunder, or (ii) initialing appropriate declaratory proceedings. After
such ten (10) day period, each Party may exercise all legal rights which it may then have (failure
by Client to exercise either option during the ten (10) day period shall not be construed as a
waiver of any right or remedy).



5. Confidentiality, Non-Competition and Intellectual Property Matters



(a) Consultant shall consider all information about the Clients business to be confidential,
including, without limitation, information relating to Client’s financial, technical, legal,
strategic, and personnel affairs, where such information has been learned by Consultant as a result
of his/her consulting relationship with Client (“Client Confidential Information”). Consultant
will instruct his/her employees, agents and third parties engaged by Consultant in connection with
the Services under this Master Agreement to keep such information confidential using commercially
reasonable care and discretion. Consultant will use Client Confidential Information solely for
purposes of performing Projects. However, Consultant shall not be required to keep confidential
any data, which is or becomes publicly available, is already in Consultants possession, is
independently developed by Consultant outside the scope of this Master Agreement or is rightfully
obtained from third parties.







 









 







(b) All Client Confidential Information shall remain the exclusive property of Client. All ideas,
concepts, know-how, or techniques developed by Consultant prior to the Effective Date or developed
by Consultant outside of this Master Agreement and used by Consultant to fulfill his/her
obligations under this Master Agreement shall remain the exclusive property of Consultant. In no
case shall the term “Work Product” include any of Consultants pre-existing overall know-how or
trade secrets, nor shall such term include data, modules, components, designs, utilities, subsets,
objects, processes, tools, models and specifications owned or developed by Consultant prior to or
independently from any Project pursuant to this Master Agreement (the “Consultant Property”). Use
of Consultant Property in the course of performing any Project shall in no way affect nor derogate
from Consultants exclusive ownership of any such Consultant Property. To the extent that Client’s
use of any Work Product depends upon the use of any Consultant Property, Consultant hereby grants
to Client a perpetual, non-exclusive, worldwide, fully paid-up limited license to use such but
solely in connection with the dependent Work Product.



(c) All work product, regardless of whether copyrightable or patentable and regardless of whether
tangible or intangible, developed for Client by Consultant (collectively, the “Work Product”) in
the course of performing any Project pursuant to this Master Agreement, shall be deemed to be the
sole and exclusive property of Client, regardless of whether such Work Product is considered a
“work made for hire” or an employment to invent. Work Product shall include all background notes,
research, source code, and other information whether or not submitted to Client as part of any
final report or finished product. All Work Product shall be considered to be confidential, trade
secret property of Client and shall not be copied (except in the course of performing services
hereunder), removed from Client’s premises, or disclosed to third parties by Consultant without
Clients prior written approval. Consultant agrees that Client shall have all copyright and patent
rights with respect to any Work Product discovered, created or developed under this Master
Agreement without regard to the origin of the Work Product. If and to the extent that Consultant
may, under applicable law, be entitled to claim any ownership interest or moral rights in the Work
Product, Consultant hereby sells, transfers, grants, conveys, assigns, and relinquishes exclusively
to Client any and all right, title, and interest it now has or may hereafter acquire in and to the
Work Product under patent, copyright, trade secret, trademark or other Intellectual property law in
perpetuity or for the longest period otherwise permitted by law. Upon request of Client, Consultant
shall, without any additional charge, promptly execute, acknowledge and deliver to Client all
instruments (including, without limitation, any assignment of
proprietary right, assignment of
contract right, assignment of choses in action, bill of sale, assignment of copyright, assignment
of copyright registration, or assignment of renewal of copyright registration) which Client deems
necessary or desirable to enable Client to establish ownership or to file and prosecute
applications for, and to acquire, maintain and enforce, all trademarks, service marks,
registrations, copyrights, licenses and patents covering the Work Product.



(d) Upon termination of this Master Agreement, Client shall be placed in possession of all Work
Product and Client Confidential Information, and no copies shall be retained by Consultant or any
employee or agent of Consultant, unless (i) Consultant has requested in writing permission to
retain in his/her work papers certain specifically identified Client Confidential Information and
Client has approved such request in writing, or (ii) Consultant is required by law to retain Client
Confidential information and then only to the extent and for the time so required by law.







 









 







(e) Other than as may be prohibited through operation of independently executed documents and
subject to the provisions of Section 5(h) and so long as no Client Confidential Information,
Intellectual property or any Work Product are used, this Master Agreement shall not preclude
Consultant from providing services to others which may result in the independent creation or
improvement of products, techniques, processes, procedures or services that are competitive and/or
similar to those which might be developed by Consultant pursuant to this Master Agreement.



(f) Consultant acknowledges and agrees (i) that Client will suffer immediate and irreparable harm
in the event of an actual or threatened breath by Consultant of the obligations of non-disclosure
and non-use assumed hereunder, and (ii) that Client shall be entitled to immediate injunctive
relief restraining the Consultant from the breach or threatened breach, in addition to any other
remedies available to it in law or in equity.



(g) Consultant’s obligations pursuant to this Section 5 shall continue beyond and survive the
termination of this Agreement



6. Hiring of Personnel. During the term of this Master Agreement and for a period of twelve (12)
months following the termination, Consultant shall not employ or engage as an independent
contractor any full-time or part-time employee or contract worker of Client who has had contact
with Consultant as a result of the relationship between Client and Consultant during the twelve
(12) months preceding such hiring or engagement. Acknowledging that the damage resulting from the
breach of this paragraph would be difficult or impossible to calculate, Consultant agrees to pay
Client for each such breach a sum equal to twelve (12) times the average monthly base compensation
rate for the affected employee (based on the last six (6) months of employment with Client), such
amount being deemed liquidated damages. The Parties agree that the liquidated damage is a
reasonable forecast of probable damages and that the liquidated damages are the exclusive remedy
for breach of this covenant



7. Infringement Indemnification. Consultant covenants and agrees to fully indemnify, protect,
defend and hold Client harmless with respect to any allegation, claim, action or proceeding that
any Work Product or other material (including, but not limited to any software licensed through or
by Consultant or written by Consultant) furnished by Consultant infringes a patent, copyright trade
secret or proprietary right or that this Master Agreement violates any agreement between Consultant
and any ether Party. Client must notify Consultant in writing of any such action as soon as
practicable upon its commencement or threatened commencement. Client shall have full authority to
control and conduct the defense, including the retention of counsel of its choice. Consultant’s
indemnification of Client includes, but is not limited to, losses, damages, suits, actions,
responsibilities, reasonable attorneys fees, accounting fees, experts’ fees, losses, liabilities,
costs, expenses, fines penalties, interest, judgments, awards and settlements.



Client shall have the right independently and at its own expense to take any action it may deem
necessary, in its sole discretion, to protect or defend itself against any threatened action
subject to indemnification hereunder, without regard to forum or other parties that may be
involved. The Parties shall have sole and exclusive control over their respective defenses of any
such action, as well as the right to be represented by separate counsel of their own choosing.







 









 







Consultant’s obligations pursuant to this Section 7 shall continue beyond and survive the
termination of this Agreement



8. Breach. Failure by Consultant or Client to comply with any material term or provision of the
Documents relating to a Project shall entitle the non-defaulting Party to give the defaulting Party
written notice requiring it to cure the default. If the defaulting Party has not cured the default
within thirty (30) days after receipt of notice, the non-defaulting Party shall be entitled, in
addition to any other rights it may have under this Master Agreement or otherwise by law, to
terminate such Project by giving notice to take effect immediately. The right of either Party to
terminate a Project hereunder shall not be affected in any way by its wavier of or failure to take
action with respect to any previous default.



9. Limitation of Liability.



(a) No action, regardless of form, arising out of the Services under this Master Agreement may be
brought by either Party more then one (1) year after the date of the final performance of the
Services by Consultant with regard to a particular Project, including any action brought by
Consultant for alleged non-payment of sums due Consultant under this Master Agreement



(b) The term “Force Majeure Event” refers to fire, flood, earthquake, elements of nature or acts of
God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other
similar exogenous cause beyond the reasonable control of Consultant, provided such default or delay
could not have been prevented by reasonable precautions and cannot reasonably be circumvented by
Consultant through the use of alternate sources, work-around plans or other means. The term “Force
Majeure Event” shall not refer to Consultant’s labor difficulties or to strikes by or lockouts of
Consultant’s personnel. Consultant shall not be liable to Client for any delay in performance or
any failure in performance of any services or projects hereunder caused in whole or in part by
reason of the occurrence of a Force Majeure Event. Client shall not refuse to accept delivery by
reason of delays occasioned by reason of the occurrence of a Force Majeure Event. Any delay
resulting from the occurrence of a Force Majeure Event shall correspondingly extend the time for
performance by Consultant.



(c) Other than as elsewhere set forth in this Master Agreement CONSULTANT MAKES NO EXPRESSED OR
IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.



NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY OTHER PARTY DUE TO
ANY CAUSE WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR DAMAGES
ARISING FROM BREACH OF WARRANTY OF NON-INFRINGEMENT AS SET FORTH IN SECTION 7 OF THIS MASTER
AGREEMENT.



The provisions of this Section 9 shall continue beyond and survive the termination of this
Agreement







 









 







10. Term and Termination.



(a) This Master Agreement shall be effective until terminated. Either Party may terminate this
Master Agreement by giving the other Party not less than thirty (30) days’ written notice prior to
the day the terminating Party desires this Master Agreement to terminate; provided,
however, that this Master Agreement shall remain effective until completion of all Projects
initiated hereunder.



(b) Except as otherwise provided herein, neither of the Parties may at any time terminate the
performance of any Project for which a Work Order has been executed by both Parties, except for
breach of the terms and conditions of the Documents; provided, however, that Client
may at any time and without prior notice state its intention to terminate the Project, and the date
upon which the termination shall be effective, if, within thirty (30) days of such termination,
Client shall pay Consultant for all Services rendered by Consultant up to the date of termination
for which payment has not already been received by Consultant plus a termination fee equal to 25%
of the total of all amounts previously paid by Client to Consultant in regard to the terminated
Project.



11. Miscellaneous.



(a) This Master Agreement may be modified or amended only by a written instrument signed by
authorized signatories of both Parties, which expressly refers to this Master Agreement. No
subsequent agreement will be treated as a waiver, cancellation, novation, merger or superseding
agreement to this Master Agreement unless such subsequent agreement specifically and unambiguously
states that it is intended to be a waiver, cancellation, novation, merger or superseding agreement
and such subsequent agreement is signed by an authorized officer of both Parties.



(b) Failure to invoke any right, condition or covenant in the Documents by either Party shall not
be deemed to imply or constitute a waiver of any other right, condition or covenant. No custom or
practice which may evolve between the Parties during the term of this Master Agreement shall be
deemed or construed to waive or lessen the right of either of the Parties to insist upon strict
compliance with the terms of this Master Agreement.



(c) This Master Agreement supersedes any and all other prior agreements, understandings,
statements, promises, or practices between the Parties, either oral or in writing, with respect to
the subject matter hereof and constitutes the sole and only agreement between the Parties with
respect to these matters. Each Party to this Master Agreement acknowledges that no
representations, inducements, promises or other agreements, orally or otherwise, have been made by
any Party hereto or by anyone acting on behalf of any Party hereto, which are not embodied herein,
and that no agreement, statement or promise not contained in this Master Agreement or in any
Documents shall be valid or binding or of any force or effect except for any formal, written
presentations by Consultant of Consultant’s experience, capabilities and expertise.



(d) The terms, provisions, covenants and agreements that are contained in this Master Agreement
shall apply to, be binding upon and inure to the benefit of the Parties and their respective
successors and assigns.







 









 







(e) Each Party acknowledges and represents that it and its counsel have had an opportunity to
review this Master Agreement and that the rule of construction to the effect that any ambiguities
are to be resolved against the drafting Party shall not be employed in the interpretation of this
Master Agreement or any amendment hereto.



(f) Since Client has entered into this Master Agreement based upon the unique skills and its
singular relationship with Consultant, Consultant shall not be entitled to assign any of its
respective rights or delegate any of its respective duties or obligations hereunder.



(g) Consultant acknowledges that Client has a policy of enforcing a drug free work environment and
that Client requires its own employees to consent to drug screening as a condition of employment
and/or continued employment. In addition, Client has a policy of obtaining a Consumer Report
Verification for all new employees. Consultant agrees to fully comply with this policy and, where
requested by Client, to submit and require its employees to submit, to such screening and
verification as may reasonably be requested by Client.



(h) The headings that are used in this Master Agreement are used for reference and convenience
purposes only and do not constitute substantive matters to be considered in construing the terms
and provisions of this Master Agreement



(i) Words of any gender that are used in this Master Agreement shall be held and construed to
include any other gender and words in the singular number shall be held to include the plural, and
vice versa, unless the context requires otherwise.



(j) Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only
when actually received by Consultant or by Client, as the case may be, at the addresses set forth
above in the Preamble, or at such other addresses as either shall have specified prior to the time
of giving notice.



(k) In the event that one or more of the terms, provisions or agreements that are contained in this
Master Agreement shall be held by a Court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect for any reason, the invalid, illegal or unenforceable term, provision
or agreement shall not affect any other term, provision or agreement that is contained in this
Master Agreement and this Master Agreement shall be construed as if the invalid, illegal or
unenforceable term, provision or agreement had never been contained herein, unless to do so would
create a manifest injustice.



(l) THIS MASTER AGREEMENT SHALL BE DEEMED TO HAVE BEEN EXECUTED BY THE PARTIES IN AND SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE OF TEXAS LAW THAT MIGHT REFER THE GOVERNANCE,
CONSTRUCTION OR INTERPRETATION OF THIS MASTER AGREEMENT TO THE LAWS OF ANOTHER STATE). IN THE
EVENT OF A DISPUTE OR IN THE EVENT OF ANY OTHER LEGAL ACTION ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT THE EXCLUSIVE JURISDICTION AND VENUE FOR SUCH LEGAL ACTION OR PROCEEDING SHALL BE
THE GENERAL CIVIL TRIAL






 









 







COURTS OF DENTON COUNTY, TEXAS, OR THE UNITED STATES DISTRICT COURT HAVING JURISDICTION IN DENTON
COUNTY, TEXAS. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM
NON-CONVENIENCE OR ANY SIMILAR GROUNDS AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL OR IN
ANY OTHER MATTER PERMITTED BY APPLICABLE LAW AND CONSENTS TO THE JURISDICTION OF SAID COURTS.
CLIENT SHALL HAVE THE OPTION, IN THE EVENT OF A DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT, TO SUBMIT SAID DISPUTE TO ARBITRATION IN DENTON COUNTY, TEXAS, PURSUANT TO THE RULES OF
THE AMERICAN ARBITRATION ASSOCIATION. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON
THE PARTIES AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY OF THE AFOREMENTIONED COURTS HAVING
JURISDICTION OVER THIS AGREEMENT.



(m) The obligations of the Parties under this Master Agreement shall be and are performable in
Denton County, Texas. THE PARTIES CONSENT AND AGREE THAT VENUE OF ANY ACTION BROUGHT IN STATE OR
FEDERAL COURT UNDER THIS MASTER AGREEMENT SHALL BE IN DENTON COUNTY, TEXAS.








 









 








     IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this
Master Agreement.



	 	 	 	 	 
	CONSULTANT: WILLIAM VAN VALKENBERG

 	 	 
	/s/ William Van Valkenberg
 	 	 
	 	 	 
	 	 	 
	 
	REALPAGE, INC.

 	 	 
	/s/ Stephen T. Winn
 	 	 
	By: Stephen T. Winn 	 	 
	Its: President and CEO 	 	 



 









 






	 	 	 	 	 



WORK ORDER




PURSUANT TO MASTER AGREEMENT FOR CONSULTING SERVICES

BY AND BETWEEN WILLIAM VAN VALKENBERG AND REALPAGE, INC.

DATED JUNE 28, 2009



Work Order 1 for William Van Valkenberg

Effective Date: June 28, 2009

Project Period: June 28, 2009




Consulting Services (each a “Project”):

Consultant shall provide legal services relating to Yardi Voyager and associated legal issues.




Project Tools:

RealPage shall supply all reasonable and necessary computer equipment, telephone, supplies and
other materials reasonably required by Consultant to complete Projects. Upon completion of the
Project Term, Consultant shall return to RealPage all such equipment, unused, supplies and
materials.




Deliverables:

Dependent upon the nature of the Project, to be determined by RealPage’ Chief Executive Officer from time to time.




Work Order Expiration Date:

September 1, 2009




RealPage Contact:

Steve Winn, CEO




Fee:

$1,000.00 per day




	 	 	 	 	 
	Consultant

 	 	 
	/s/ William Van Valkenberg
 	 	 
	By: William Van Valkenberg 	 	 
	Individual 	 	 
	 
	RealPage, Inc.

 	 	 
	/s/ Stephen T. Winn
 	 	 
	By: Stephen T. Winn 	 	 
	Its: President and CEO 	 	 
	 


Effective Date: June 28, 2009






 









 








WORK ORDER




PURSUANT TO MASTER AGREEMENT FOR CONSULTING SERVICES

BY AND BETWEEN WILLIAM VAN VALKENBERG AND REALPAGE, INC.

DATED JULY 12, 2009



Work Order 2 for William Van Valkenberg

Effective Data: July 12, 2009

Project Period: Effective Date — August 31, 20091



Consulting Services (each a “Project”):





     Consultant shall provide legal services relating to:




	 	•	 	RealPage’s loan transaction for a credit facility with Wells Fargo Foothill and
Comerica.
	 
	 	•	 	RealPage’s equity raise, and issuance of a new class of preferred shares;
	 
	 	•	 	RealPage’s Price Optimizer and limitations on the use or display of software
products produced by other companies on RealPage’s web site;
	 
	 	•	 	Formation of a new company to provide open technology services, including Yardi
hosting;
	 
	 	•	 	Such other matters as the RealPage’s Chief Executive Officer may require from
time to time during the Project Period.





Project Tools:

RealPage shall supply all reasonable and necessary computer equipment, telephone, supplies and
other materials reasonably required by Consultant to complete Projects. Upon completion of the
Project Term, Consultant shall return to RealPage all such equipment, unused, supplies and
materials.




Deliverables:

Dependent upon the nature of the Project, to be determined by RealPage’ Chief Executive Officer from time to time.




Work Order Expiration Date:

September 1, 2009




RealPage Contact:

Steve Winn, CEO




Fee:

$1,000.00 per day




	 	 	 	 	 
	Consultant

 	 	 
	/s/ William Van Valkenberg
 	 	 
	By: William Van Valkenberg 	 	 
	Individual 	 	 
	 
	RealPage, Inc.

 	 	 
	/s/ Stephen T. Winn
 	 	 
	By: Stephen T. Winn 	 	 
	Its: President and CEO 	 	 
	 





 




			
	1	 	Subject to renewal upon the mutual written
agreement of the parties.




 









 









Effective Date: July 12, 2009