exv10w11



 





Exhibit 10.11




e-business Hosting Agreement



This e-business Hosting Agreement (“Agreement”) between International Business Machines Corporation
(“IBM”) and Successfactors (“Customer”), sets forth the terms and conditions under which IBM will
provide web hosting and related services (“Services”) to Customer. The Agreement includes the terms
and conditions and the documents referenced herein (“Base Terms”), e-business hosting services
order forms accepted by IBM (“Order Forms”), and applicable attachments referenced in Exhibit A of
such Order Forms (“Attachments”) including Attachments for Services options selected by Customer
(“Service Option Attachments”). In the event of a conflict between the Base Terms and an Attachment
or an Order Form, the Base Terms will prevail, except where an Attachment, Order Form, or a
provision contained therein expressly states that it will prevail over the Base Terms.




1.0  Definitions





	a.	 	“Acceptable Use Policy” means the Acceptable Use Policy for IBM e-business Services, located
on the Internet at www.ibm.com/services/e-business/aup.html, as of the Effective Date, and any
subsequent modification in accordance with Section 12.2 below.






	b.	 	“Affiliates” means entities that control, are controlled by, or are under common control with
a party to this Agreement.






	c.	 	“Base Components” means the hardware and software that IBM makes available, if any, as
specified in Order Forms and associated Service Option Attachments.






	d.	 	“Content” means information, software, and data that Customer provides, including, without
limitation, any hypertext markup language files, scripts, programs, recordings, sound, music,
graphics, images, applets or servlets that Customer or its Subcontractors or Services
Recipients create, install, upload or transfer in or through the e-business Hosting
Environment and/or Customer Components.






	e.	 	“Content Administrator” means an employee or Subcontractor of Customer who is authorized by
Customer to install, upload and/or maintain Content using a User Identification.






	f.	 	“Customer Components” means the hardware, software and other products, data and Content that
Customer provides, including those specified in Service Option Attachments.






	g.	 	“e-business Hosting Environment” means the Base Components and the IBM provided Internet
access bandwidth, collectively.
	 
	h.	 	“IBM e-business Hosting Center” means a facility used by IBM to provide Services.
	 
	i.	 	“Internet” means the public worldwide network of TCP/IP-based networks.






	j.	 	“Materials” means literary or other works of authorship (such as programs, program listings,
programming tools, documentation, reports, drawings and similar works) that IBM may deliver to
Customer as part of Services. “Materials” does not include licensed program products available
under their own license agreements or Base Components.




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	k.	 	“Required Consents” means any consents or approvals required to give IBM and its
Subcontractors the right or license to access, use and/or modify in electronic form and in
other forms, including derivative works, the Customer Components, without infringing the
ownership or intellectual property rights of the providers, licensors, or owners of such
Customer Components.






	l.	 	“Service Option Ready Date” means the date that IBM has notified Customer that IBM has
completed the implementation activities specified in an applicable Service Option Attachment.






	m.	 	“Services Recipients” means any entities or individuals receiving or using the Services, or
the results or products of the Services.






	n.	 	“Service Option Attachment Start Date” means the day after the date of the last signature on
an Order Form authorizing the Services under an applicable Service Option Attachment.






	o.	 	“Subcontractor” means a contractor, vendor, agent, or consultant selected and retained by IBM
or Customer, respectively.
	 
	p.	 	“TCP/IP” means Transmission Control Protocol/Internet Protocol.






	q.	 	“User Identification” or “ID” means a string of characters that uniquely identifies a Content
Administrator.





2.0  IBM Services Responsibilities



IBM will perform the Services described in applicable Attachments.




3.0  Term and Termination



3.1  Term



This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date
of last signature to these Base Terms (“Effective Date”) and ending on the expiration and/or
termination of all Service Option Attachments, unless the Agreement is terminated earlier in
accordance with the terms herein. The term of each Service Option Attachment is as specified on the
applicable Order Form.




3.2   Renewal



Upon the expiration of the then-current term, each Service Option Attachment will renew
automatically for an additional one year term unless either party notifies the other party that it
has elected to terminate such Service Option Attachment. Such notification must be in writing at
least thirty (30) days prior to the end of the then-current term for the applicable Service Option
Attachment.




3.3   Termination for Cause



Customer or IBM may terminate this Agreement for material breach of this Agreement by the




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other upon written notice containing the specific nature and dates of the material breach. The
breaching party will have thirty (30) days from receipt of notice to cure such breach, except for
nonpayment by Customer, which must be cured within five (5) business days from receipt of notice.
If such breach has not been timely cured, then the non-breaching party may immediately terminate
this Agreement upon written notice.




3.4   Termination for Convenience



Customer may terminate this Agreement (including all Service Option Attachments) or any Service
Option Attachment (with the exception of any Service Option Attachment that is a prerequisite for
the provision of Services under a non-terminated Service Option Attachment) for convenience by:




	a.	 	providing at least one month’s prior written notice to IBM; and

	 
	b.	 	paying as an early termination charge for each Service Option Attachment to be terminated,
the amount specified in such Service Option Attachment or, if no amount is specified, an
amount equal to one months’ charges of the applicable monthly recurring charge of such Service
Option Attachment. Such termination charges only apply upon early termination of an initial
term of any Service Option Attachment and do not apply to any renewal term.





3.5   Effect of Termination



Upon the date of termination, all Customer payment obligations accrued hereunder through the date
of termination will become due and payable. The termination of selected Service Option Attachments
will not affect Customer’s obligation to pay charges under other Service Option Attachments.




4.0   Charges and Payment



4.1  Charges



Charges for applicable Services will be specified in Service Option Attachments and Order Forms.
Charges can be specified as one-time, installment, recurring, or usage. IBM will invoice such
Charges when they begin or are due as set forth in Service Option Attachments.




4.2   Payment



IBM invoices will specify the amount due. Notwithstanding the terms on an invoice, payment is due
and payable thirty (30) days after Customer’s receipt of an invoice from IBM. Customer agrees to
pay accordingly, including any late payment fees. Payment will be made in United States dollars.




4.3   Taxes



Customer will pay or provide appropriate exemption documentation for all taxes, duties, levies, and
any other fees (except for taxes based upon IBM’s net income) related to the Services imposed by
any governmental authorities. Charges specified herein (including in an Order Form) are exclusive
of any such taxes, duties, levies or fees.




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4.4   Late Payment Fees



If any payment is not received by IBM by the payment due date, the late payment fee will be the
lesser of: 1) one and one-half percent (1.5%) of such overdue payment per every thirty (30) day
period or portion thereof; or 2) the maximum amount permissible by applicable law.




5.0   Warranties and Disclaimers



5.1  IBM Representations and Warranties



IBM represents and warrants that:





	a.	 	it will perform the Services using reasonable care and skill and in accordance with the
applicable Service Option Attachments; and






	b.	 	it has the requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement.





5.2   Exclusivity of Warranties



THE WARRANTIES IN SECTION 5.1 ARE THE EXCLUSIVE WARRANTIES FROM IBM. THEY REPLACE ALL OTHER
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE.




5.3   Security





	a.	 	Customer acknowledges that IBM offers numerous security options, specified in Service Option
Attachments. It is the Customer’s responsibility to select, on an Order Form, the set of
security options that it determines meet Customer’s needs. IBM will implement such selected
security options as specified in the applicable Service Option Attachment.






	b.	 	Customer acknowledges that IBM does not control the transfer of data over telecommunications
facilities, including the Internet. IBM does not warrant secure operation of the Services or
that it will be able to prevent third party disruptions of the e-business Hosting Environment
or Customer Components.






	c.	 	Customer agrees that IBM shall have no liability for any provision of security-related
services or advice that IBM may voluntarily provide outside the scope of selected Service
Option Attachments.





5.4   Other Disclaimers





	a.	 	IBM does not warrant uninterrupted or error-free operation of any Service or that IBM will
correct all defects.






	b.	 	IBM does not make any representation or warranty with respect to Customer’s responsibilities
set forth in Section 10.5.




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	c.	 	IBM provides Materials, non-IBM products, and non-IBM services WITHOUT WARRANTIES OF ANY
KIND. However, non-IBM manufacturers, suppliers, or publishers may provide their own
warranties to you, and IBM agrees to pass on such warranties to the extent that it is
permitted to do so. IBM shall not be responsible for enforcement of any of these third party
warranties.





6.0   Confidentiality



All information exchanged between the parties is non-confidential. If either or both parties
require the exchange of confidential information, such information will be exchanged under the
terms and conditions of a separate written confidentiality agreement. With respect to any
confidential information contained in or traveling through the e-business Hosting Environment or
Customer Components, as is contemplated herein, the provisions of Sections 5, 8, and 9 herein will
prevail to the extent of any inconsistent provisions in the confidentiality agreement.




7.0   Indemnification



7.1  Indemnification by IBM



If a third party claims that Materials or Base Components IBM provides to Customer infringe that
party’s patent or copyright, IBM will defend the Customer and its employees, officers, and
directors against that claim at IBM’s expense and pay all costs, damages, and reasonable attorneys’
fees that a court finally awards (or which IBM agrees in any final settlement), provided that
Customer:





	a.	 	promptly notifies IBM in writing of the claim; and






	b.	 	allows IBM to control, and cooperates with IBM in, the defense and any related settlement
negotiations at IBM’s expense as described above. If such a claim is made or appears likely to
be made, Customer agrees to permit IBM to enable Customer to continue to use the Materials or
Base Components, or to modify them, or replace them with non-infringing Materials or Base
Components that are at least functionally equivalent. If IBM determines that none of these
alternatives is reasonably available, Customer agrees to return the Materials or Base
Components (if in Customer’s possession) to IBM on IBM’s written request. IBM will give
Customer a credit equal to the amount Customer paid IBM for the applicable Materials or for
use of the applicable Base Components up to a maximum of twelve months of applicable charges.
This is IBM’s entire obligation to Customer with regard to any claim of infringement.
Notwithstanding the foregoing, IBM is not responsible for third party claims based on:






	 	1.	 	anything Customer provides which is incorporated into the Materials;
	 
	 	2.	 	Customer’s modification of the Materials;
	 
	 	3.	 	the combination, operation, or use of the Materials with any product, data, or
apparatus that IBM did not provide; or
	 
	 	4.	 	non-IBM hardware, software, or data, including those that may be in the Base
Components.




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7.2   Indemnification by Customer





	a.	 	Customer will defend IBM and its Affiliates and their employees, officers, and directors, at
Customer’s expense, and pay all costs, damages, and reasonable attorneys’ fees that a court
finally awards (or which Customer agrees in any final settlement) for any third party claim:






	 	1.	 	that Content or Customer’s use of the Services violates Customer’s obligation in
Sections 10.2(b) and 10.4 (b);
	 
	 	2.	 	that Customer Components infringe that party’s patent or copyright;
	 
	 	3.	 	that is brought by a Services Recipient and to the extent the claim is related,
directly or indirectly, to the Services; or
	 
	 	4.	 	arising out of or related to a mechanics’ lien Customer is required to cancel and
discharge pursuant to this Agreement.






	b.	 	For indemnification under this Section 7.2, IBM will:






	 	1.	 	promptly notify Customer in writing of the claim; and
	 
	 	2.	 	allow Customer to control, and will cooperate with Customer in, the defense and any
related settlement negotiations.





8.0   Limitation of IBM’s Liability



Circumstances may arise where, because of a default on IBM’s part or other liability, Customer is
entitled to recover damages from IBM. Regardless of the basis on which Customer is entitled to
claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other
contract or tort claim), IBM is liable for no more than:





	a.	 	indemnification payments as provided in Section 7.1;






	b.	 	damages for bodily injury (including death) and damage to real property and tangible personal
property; and






	c.	 	the amount of any other actual direct damages, up to the greater of $100,000 or the charges
paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the
accrual of the first claim related to the Services. The foregoing limit also applies to any of
IBM’s Affiliates and Subcontractors. It is the cumulative maximum for which IBM and its
Affiliates and Subcontractors are collectively responsible. Under no circumstances is IBM, its
Affiliates or its Subcontractors liable for any of the following:






	 	1.	 	third party claims against Customer for damages (other than those expressly provided in
Subsections 8.0(a) and 8.0(b)); or
	 
	 	2.	 	loss of, or damage to, Customer’s or any other entity’s records or data.




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9.0   Disclaimer of Consequential Damages



In no event will either party be liable to the other for special, incidental, or indirect damages
or for any consequential damages (including lost profits or savings), even if they are informed of
the possibility; provided that this Section 9 does not apply to Customer’s failure to pay any
amounts owing to IBM under this Agreement (including amounts owing for Services that would have
been rendered but for Customer’s breach of this Agreement).




10.0   Other Customer Obligations



10.1  Services Support



Customer will comply with its responsibilities to support the Services as specified in applicable
Attachments. Such obligations are to be performed at no charge to IBM. IBM’s obligations are
contingent on Customer meeting such support obligations.




10.2   Representations and Warranties



Customer represents and warrants that:





	a.	 	it has the requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement; Customer has no contractual or other obligation that (i)
restricts or prohibits Customer’s execution or performance of this Agreement, or (ii) Customer
will breach in connection with the execution or performance of this Agreement; and






	b.	 	its use of the Services and all Content will comply with the Acceptable Use Policy.





10.3   Suspected Violations



IBM reserves the right to investigate potential violations of the representations and warranties in
Subsection 10.2(b). If IBM reasonably determines that a breach of any such warranty has occurred,
then IBM may, in its sole discretion:





	a.	 	restrict Customer’s access to the Services;
	 
	b.	 	remove or require removal of any offending Content;
	 
	c.	 	terminate this Agreement for cause; and/or
	 
	d.	 	exercise other rights and remedies, at law or in equity.




Except in an emergency or as may otherwise be required by law, before undertaking the activities in
Subsection 10.3(a) or 10.3(b), IBM will attempt to notify Customer by any reasonably practical
means under the circumstances, such as, without limitation, by telephone or e-mail.



Customer will promptly notify IBM of any event or circumstance related to this Agreement,
Customer’s use of the Services, or Content of which Customer becomes aware that could lead to a
claim or demand against IBM and Customer will provide all relevant information relating to




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such event or circumstance to IBM at IBM’s request.




10.4   Customer Components





	a.	 	Customer (or its Affiliates or third parties) retains all right, title, and interest or
license in and to the Customer Components.






	b.	 	Customer hereby grants to IBM, its Affiliates and Subcontractors all rights and licenses to,
or agrees to promptly obtain and keep in effect Required Consents for all Customer Components,
necessary for IBM to perform all of its obligations as set forth in this Agreement. Upon
request, Customer will provide to IBM evidence of any such rights, licenses, or Required
Consents. IBM will be relieved of its obligations to the extent that they are affected by
Customer’s failure to promptly obtain and provide to IBM any such rights, licenses, or
Required Consents. IBM will adhere to reasonable terms and conditions pertaining to Customer
Components as notified in writing to IBM.






	c.	 	IBM agrees not to remove or alter any copyright or other proprietary notice on or in any
Customer Component without Customer’s consent.





10.5   Capacity Planning



Customer acknowledges it is its responsibility to determine whether the Services, e-business
Hosting Environment, Customer Components and their combination will meet Customer’s capacity,
performance, or scalability needs. Customer is responsible for planning for and requesting changes
to the e-business Hosting Environment, including any additional capacity required to support
anticipated peaks in demand that may significantly increase Web site hits, transaction volumes, or
otherwise increase system resource utilization.




10.6   Content



Customer is solely responsible for:





	a.	 	all Content including, without limitation, its selection, creation, design, licensing,
installation, accuracy, maintenance, testing, backup and support;






	b.	 	all copyright, patent and trademark clearances in all applicable jurisdictions and usage
agreements for any and all Content;






	c.	 	the selection of controls on the access and use of Content; and








	d.	 	the selection, management and use of any public and private keys and digital certificates it
may use with the Services.





11.0   Other License and Rights



11.1  License for Base Components





	a.	 	IBM (or its Affiliates or subcontractors) retains all right, title, and interest in Base
Components.




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	b.	 	IBM grants Customer a nonexclusive, nontransferable, revocable license to access and use the
Base Components solely in connection with the Services as provided under this Agreement.
Customer agrees not to download or otherwise copy, reverse assemble, reverse compile,
decompile, or otherwise translate the software portions of the Base Components, other than to
make one copy for backup purposes.






	c.	 	If IBM provides as a Base Component a Microsoft Corporation product, the terms and conditions
of the Microsoft Customer License Terms will also apply for such products. Such Terms are
located on the Internet at http://www-3.ibm.com/services/e-business/hosting/
microsoftlicense.html.






	d.	 	Customer agrees not to remove or alter any copyright or other proprietary notice on or in any
Base Component without IBM’s consent.





11.2   No Sale or Lease of Goods



As between Customer and IBM, IBM retains all right, title and interest in the Base Components. No
goods are sold or leased by IBM under this Agreement. If Customer desires to purchase or lease
goods from IBM, such purchase or lease will be governed by a separate mutually acceptable written
agreement between Customer and IBM or an IBM Affiliate.




11.3   No Lease of Real Property



This Agreement is a services agreement and not a lease of any real property.




12.0   Changes



12.1  Services



IBM, in its reasonable discretion, may change the prices, terms and conditions of applicable
Attachments, upon at least ninety (90) days prior notice to Customer. Such changes are not
retroactive and will apply on the effective date of a new order or renewal unless such change was
the result of:





	a.	 	law, regulation, or similar governmental action;
	 
	b.	 	a ruling by a court of competent jurisdiction; or
	 
	c.	 	changes in the method of service delivery that affect similar IBM e-business hosting
customers.




Changes as a result of a, b, or c above will be effective on the date IBM specified in the notice.
Any changes in price will apply on the effective date of a new order or renewal. Customer may
terminate this Agreement (or the affected Service Option Attachments) without the payment of
termination charges if such change has a material adverse effect on the Customer’s use of the
Services and Customer gives IBM notice within 90 days of the effective date of the modification.




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12.2   Acceptable Use Policy



IBM, in its reasonable discretion, may modify the Acceptable Use Policy upon thirty (30) days’
notice to Customer. Except when such modification is required by law, regulation, or similar
governmental action, or a ruling by a court of competent jurisdiction, Customer may terminate this
Agreement (or the affected Service Option Attachments) without the payment of termination charges
if such modification has a material adverse effect on the Customer’s use of the Services and
Customer gives IBM notice within 90 days of the effective date of the modification.




12.3   Amendments



Except for changes pursuant to Sections 12.1 and 12.2, this Agreement may be amended only by a
writing signed by authorized representatives of both parties.




13.0   General



13.1  Headings



The headings of the various sections of this Agreement have been inserted for convenience only and
shall not affect the interpretation of this Agreement.




13.2   Survival



Any of these terms and conditions which by their nature extend beyond the Agreement termination or
expiration remain in effect until fulfilled, including, without limitation, Sections 3.5, 4, 5, 6,
7, 8, 9, 10.2, 10.3, 10.6, 11.2, 11.3, and 13, and apply to both Customer’s and IBM’s respective
successors and assignees.




13.3   Choice of Law



This Agreement will be governed by the substantive laws of the State of California without regard
for its conflict of laws provisions.




13.4   Waiver of Jury Trial



The parties waive any right to a jury trial in any proceeding arising out of or related to this
Agreement.




13.5   Severability



If any provision of this Agreement shall be held by a court of competent jurisdiction to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining
provisions of this Agreement shall in no way be affected or impaired thereby, so long as the
remaining provisions of this Agreement still express the original intent of the parties. If the
original intent of the parties can not be preserved, this Agreement shall either be renegotiated or
terminated.




13.6   Publicity and Trademarks



Neither party grants the other the right to use its or any of its Affiliates’ trademarks, trade
names,




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or other designations in any promotion, publication, or Web site without prior written consent.
Except as may be required by law or as may be required by IBM to perform the Services, neither
party may disclose to any third party the terms and conditions of this Agreement, without prior
written consent.




13.7   No Third-Party Beneficiaries



Except as expressly provided in Section 7, this Agreement does not create any intended third party
beneficiary rights.




13.8   Personnel



Each party is responsible for the supervision, direction, and control of its respective personnel.
IBM reserves the right to determine the assignment of its personnel. IBM may subcontract portions
of the Services to Subcontractors and Affiliates selected by IBM.




13.9   No Agency



This Agreement does not create an agency, joint venture, or partnership between the parties.



13.10  Assignment



Neither party may assign this Agreement, in whole or in part, without the prior written consent of
the other. Any attempt to do so is void. Neither party will unreasonably withhold such consent. The
assignment of this Agreement, in whole or in part, to any Affiliates in the United States or to a
successor organization by merger or acquisition does not require the consent of the other. IBM is
also permitted to assign its rights to payments under this Agreement without obtaining Customer’s
consent. It is not considered an assignment for IBM to divest a portion of its business in a manner
that similarly affects all of its customers.




13.11   No Resale



Customer shall not resell the Services, in whole or in part. This does not prevent Customer from
making their Content available to Customer’s end users.




13.12   Risk of Loss



Risk of loss for all Base Components shall at all times remain with IBM. Risk of loss for all
Customer Components shall at all times remain with Customer.




13.13   Force Majeure



Except for payment obligations hereunder, neither party is responsible to fulfill its obligations
to the extent due to causes beyond its control.




13.14   Actions Period



Neither party will bring a legal action related to this Agreement more than two years after the
cause of action accrued.




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13.15   Waiver



The failure of one party to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver, nor shall it deprive that party of the right to insist
later on adherence thereto. Any waiver must be in writing and signed by an authorized
representative of the waiving party.




13.16   Freedom of Action



Each party is free to enter into similar agreements with others.




13.17   Limitation of Licenses



Each of us grants only the licenses or rights expressly specified herein. No other licenses or
rights (including licenses or rights under patents) are granted, either directly, by implication,
estoppel, or otherwise,




13.18   Data Protection



Customer agrees to allow IBM and its Affiliates to store and use Customer’s contact information,
including names, phone numbers, and e-mail addresses. anywhere they do business. Such information
will be processed and used in connection with our business relationship, and may be provided to
contractors acting on IBM’s behalf, Business Partners (certain organizations who have signed
agreements with IBM to promote, market, and support certain products and services), and assignees
of IBM and Affiliates for uses consistent with Customer’s business relationship with IBM, including
communicating with Customer (for example, for processing orders, for promotions, and for marketing
research). For personal information processed by IBM on Customer’s behalf as part of the Services,
IBM will act in accordance with Customer’s instructions by following such processing and security
obligations as are contained in this Agreement. Customer also confirms that Customer is solely
responsible for ensuring that any processing and security obligations comply with applicable data
protection laws. Customer’s contact information shall not be considered personal information
processed on Customer’s behalf. This Section does not apply to Customer’s customer information.




13.19   Geographic Scope



Although it is possible that Services Recipients outside of the United States of America may access
Customer’s Web site, IBM’s delivery of the Services will only occur within the United States of
America, and IBM’s obligations hereunder are valid only in the United States of America.




13.20   Notices



Any notices required or permitted hereunder will be effective upon receipt and will be personally
delivered; mailed via the postal service; sent by reliable overnight courier, or transmitted by
confirmed facsimile. Except for notices under Section 10.3, all notices will be in writing and
addressed to the applicable party’s designated representative at the address specified in this
Agreement. Except as to notices permitted or required under Sections 3 or 7, the parties agree that
electronic mail messages sent between them using security procedures sufficient to

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reasonably authenticate them will be deemed writings. In addition, IBM may provide notice under
Section 12.2 by a posting to the Web site identified in Section 1.0 (a).


 


Customer and IBM agree that this Agreement, including these Base Terms and applicable Attachments
and Order Forms, is the complete agreement between the parties relating to the subject matter
hereof. This Agreement replaces and supersedes any other prior or contemporaneous agreements or
communications between the parties related to the subject matter hereof.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agreed and Accepted:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Successfactors	 	 	 	International Business Machines Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ R. Womack
	 	 
	 	By:
	 	/s/ Justin Goudan
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Customer Authorized Signature
	 	 	 	 	 	Authorized Signature	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Randy Womack

	 	6/30/03
	 	Justin J. Goudan
	 	6/30/03
	 	 
	 	 	 	 	 
	Name (type or print)

	 	Date
	 	Name (type or print)
	 	Date	 	 
	 
	 	 	 	 	 	 	 	 
	VP of Operations /CFO

	 	 	 	Sales Manager	 	 	 	 
	 	 	 	 	 
	Title

	 	 	 	Title	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Customer number:

	 	 	 	Agreement number.	 	 	 	 
	Customer address:
	 	 	 	 	 	 	 	 
	 

	 	 	 	Engagement number:
	 	 	 	 
	 

	 	 	 	IBM contract representative:
	 		 	 
	 

	 	 	 	IBM Service identifier, USFV5
	 	 	 	 






After signing, please return a copy of this Agreement to the following address.

IBM Global Services, Harborview Plaza, 3031 North Rocky Point Drive West, Tampa,

FL 33807

Attention: Order Fulfillment Services





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