Unassociated Document


    Exhibit
10.18


    


    MASTER SERVICE
AGREEMENT

    UNITED
KINGDOM

     

    This
Master Service Agreement (the “MSA”) is entered into
on Nov 4, 2009 (the “Effective Date”) by
and between Equinix (UK) Limited
(“Equinix”), a company registered in England and Wales under registration
number 3672650 and whose registered office is Quadrant House, Floor 6, 17 Thomas
More Street, Thomas More Square, London ElW 1YW, United Kingdom and Cornerstone OnDemand, Inc. (“Customer”), a
Delaware corporation, located at 1601 Cloverfield Boulevard, Suite 620, Santa
Monica, California 90404, United States.

    


    Recitals:

     

    
      	
              A. 

            	
              Equinix
      is an operator of data centre facilities and provider of ancillary
      services. Customer wishes to make use of the data centre facilities and
      receive the ancillary services, and Equinix agrees to provide such to
      Customer, on the terms and conditions set out
  herein.

            


    

    


    Agreement:

     

    In
consideration of the mutual covenants and terms and conditions set out below,
Equinix and Customer agree as follows:

    


    
      	
              1.

            	
              The
      term “Agreement” as used in this
      MSA and in the General Terms and Conditions attached hereto as Attachment
      A (“General T&Cs”) shall mean
      this MSA and all documents incorporated into this MSA by reference,
      including the General T&Cs, and all documents referred to in this MSA
      and in the General T&Cs as being incorporated by reference into this
      Agreement, including the Policies, and the Equinix Service Level
      Agreement. The specific Services to be provided are described in a Service
      Order (“Service Order”) or a
      Statement of Work (“Sow”)
      or a series of Service Orders or SOWs, which are also incorporated
      herein by reference. Capitalised terms used in this MSA but not defined in
      this MSA shall have the meaning ascribed to them in the General
      T&Cs.

            


    

    


    
      	
              2.

            	
              Payment
      Terms and Taxes

            


    

     

    
      	
              2.1

            	
              The
      Customer shall pay the Service Fees to Equinix on or before the date
      specified in Clause 2.4. Service Fees may also be referred to as “Charges” under this Agreement and may
      include any of the following, “Installation Charges”, “Non-Recurring Charges”, “Monthly Recurring Charges” or “MRR”, “Advance Charges”, “Usage Charges” and/or “Power Charges”, as these may be specified
      in a Service Order or SOW.

            


    

     

    
      	
              2.2

            	
              All
      amounts payable by the Customer to Equinix under this Agreement shall be
      exclusive of VAT (if any). Such VAT shall be charged in addition to such
      amounts. For the purposes of this Agreement, “VAT” means value added tax as provided
      for in the Value Added Tax Act 1994, and any other present or future tax,
      levy, impost, charge, fee, deduction or withholding or any nature and
      whatever called, by whomsoever, on whomsoever and wherever imposed,
      levied, collected, withheld or
assessed.

            


    

     

    
      	
              2.3

            	
              If
      any undisputed amount is not paid by the close of business on the date
      specified in Clause 2.4, Equinix reserves the right to charge the Customer
      interest thereon (before and after the judgment of any Court of competent
      jurisdiction) at the Interest Rate from the date specified in Clause
      2.4 until such amount is paid. For
      the purposes of this Agreement, “paid” shall mean that funds are available
      for immediate use by Equinix, and “Interest Rate” shall mean the rate of
      4% over the base rate of HSBC
      Bank plc from time to time.

            


    

    


    
      	
              2.4

            	
              The
      invoicing and payment terms for the Service Fees shall be as
      follows:

            


    

    
      	
            	
              (a)

            	
              Any
      Installation Charges or Non Recurring Charges shall be invoiced 50%: (i)
      on the execution of a Service Order and shall be paid within 10 days of
      the date the invoice is received and, in any event, prior to installation:
      and (ii) upon completion of installation as advised to the Customer by
      Equinix and shall be paid within 10 days from the date of the
      invoice.

            


    

    
      
        	
              	
                (b)

              	
                All
      Monthly Recurring Charges shall be invoiced monthly in advance and shall
      be paid within 30 days of the date of the
  invoice.

              


      

    

    
      
        	
              	
                (c)

              	
                Any
      Advance Fees shall be invoiced on the date of execution of a Service Order
      by Equinix. Invoices for such Advance Fees shall be paid prior to
      installation and, in any event, no later than 10 days from the date of the
      invoice.

              


      

    

    
      
        	
              	
                (d)

              	
                Any
      Usage Charges shall be invoiced monthly in arrears in the month following
      the provision of the Services to which the Usage Charges relate and shall
      be paid within 30 days of the date of the
  invoice.

              


      

    

     

     

    
      
        
        

      

      
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                2.5

              	
                Equinix
      reserves the right to automatically increase the Monthly Recurring Charges
      in line with the retail prices index on the first of January each
      year.

              


      

      


      
        	
                2.6

              	
                In
      addition to its rights under the terms of Clause 2.5 above, Equinix
      reserves the right to automatically increase the Power Charges of the
      first of January and first of July each year in line with any reasonable
      and evidenced increases in its direct electrical supply
    costs.

              


      

      


      
        	
                3.

              	
                Data
      Protection

              


      

       

      
        	
                3.1

              	
                The
      Customer acknowledges that Equinix, Equinix Parties and their respective
      agents will, by virtue of the provision of Services, come into possession
      of Customer Data. The Customer warrants that it has obtained and will
      obtain all legally required consents and permissions from relevant parties
      (including data subjects) for the use, processing and transfer of Customer
      Data as described in this Clause 3.

              


      

      


      
        	
                3.2

              	
                Equinix
      shall implement appropriate technical and organisational measures to
      protect Customer Data against accidental or unlawful destruction or
      accidental loss, alteration, unauthorised disclosure or access and against
      other unlawful forms of processing.

              


      

       

      
        	
                3.3

              	
                The
      Customer acknowledges and agrees that Equinix, Equinix Parties and their
      respective agents may use, process and/or transfer Customer Data
      (including intra-group transfers and transfers to entities in countries
      that do not provide statutory protections for personal information): (i)
      in connection with the provision of Services; (ii) to incorporate Customer
      Data into databases controlled by Equinix or Equinix Parties for the
      purpose of account administration, billing and reconciliation, operational
      maintenance and support activities, fraud detection and prevention, and
      customer and market analysis and reporting, and (iii) to communicate to
      the Customer by voice, letter, fax or email regarding products and
      services of Equinix or Equinix Parties. The Customer may withdraw consent
      for such use, processing or transfer of Customer Data as set out in (iii)
      above by sending written notice to Equinix in accordance with the
      prescribed form, available from Equinix on request. The Customer
      acknowledges that it has right to access Customer Data upon written notice
      and have any agreed errors in such Customer Data
  rectified.

              


      

       

      
        	
                3.4

              	
                For the purposes of this Clause
      3, “Customer Data” shall mean data
      containing personal and/or private information of the Customer, its agents
      or employees or any authorised user of the Services (including
      Sub-Licensees) and its agents or employees, or other similar such data
      provided to or obtained by Equinix in connection with the provision of
      Services, and whose use, processing or transfer of such data is regulated
      by law or regulation as “personal
      data” where Equinix, Equinix Parties or their respective agents
      come into possession of such Customer
Data.

              


      

      


      
        	
                4.

              	
                Non-Solicitation

              


      

       

      Neither
Party shall, during the Term or for 12 months thereafter, solicit or entice away
or endeavor to solicit or to entice away or assist any other person whether by
means of the supply of names or expressing views on suitability or otherwise
howsoever solicit or entice away from the other Party any employee of the other Party or person
contracted to tender services to the other Party.

       

      
        	
                5.

              	
                Modifications to the General T&Cs.
      The terms and conditions set out in the General T&Cs are incorporated
      by reference into this MSA, with the following
    modifications:

              


      

       

      
        	
                5.1

              	
                The
      first sentence of section 4(e) of the General T&Cs is
      stricken.

              


      

      


      
        	
                5.2

              	
                Notwithstanding
      anything to the contrary in Section 6(a) of the General T&Cs, the cure
      period for payment breaches shall be 30 days, not 10 days, meaning “(ten
      (10) days in the case of a failure to pay Service Fees)” shall to deleted
      from this MSA.

              


      

       

      
        
          	
                  5.3

                	
                  In
      Section 6(b) of the General T&Cs it is agreed that the reinstatement
      fee shall not exceed a sum of $500 or the equivalent local
      currency.

                


        

      

       

      
        	
                5.4

              	
                In
      section 6(c) of the General T&Cs, termination may only occur upon 30
      days prior written notice and so the words “thirty (30) days’ prior”
      shall be added before “written notice” and “immediately” shall be deleted
      from this MSA.

              


      

      


      
        	
                5.5

              	
                The
      last sentence in Section 8(b) of the General T&Cs is stricken from
      this MSA.

              


      

      


      
        	
                5.6

              	
                In
      section 9(e) of the General T&Cs, it is additionally agreed that if
      Equinix purports to assign the Agreement to a company
      that is a direct competitor of the Customer, being another software
      company with the
      same
      or
      substantially
      similar product focus as the Customer, then the Customer may elect,
      upon written notice to Equinix, to terminate the Agreement with no further
      liability to Equinix, and provided that the Customer must exercise that
      right to
terminate

              


      

    

     

    
      
        
        

      

      
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      the
Agreement within 30 days of receipt of a notice of the purported assignment of
the Agreement from Equinix to the competitor.

      


      
        	
                5.7

              	
                Notwithstanding
      anything to the contrary in Section 9(g) of the General T&Cs, the
      following descending order of precedence will apply to this
      MSA:

              


      

       

      
        
          	
                	
                  a.

                	
                  the
      Order;

                


        

      

      
        
          	
                	
                  b.

                	
                  any
      Attachments to the Master Services
Agreement;

                


        

        
          	
                	
                  c.

                	
                  the
      Master Services Agreement;

                


        

        
          	
                	
                  d.

                	
                  the
      Service Level Agreement;

                


        

        
          	
                	
                  e.

                	
                  the
      Policies; and

                


        

      

      
        
          	
                	
                  f.

                	
                  General
      Terms and Conditions.

                


        

      

      


      
        	
                5.8

              	
                In
      addition to the provisions of Section 3 of the General T&Cs, the
      Customer agrees to comply at all times with the Policies in relation to
      access to the IBX Centre and access and use of the Licensed Space,
      including but not limited to the Secure Data Centre Access Procedure. With
      regard to the Secure Data Centre Access Procedure, for as long as the
      Customer Equipment is the subject of an equipment leasing contract between
      the Customer and a leasing company, the Customer shall ensure that an
      authorized representative of the leasing company shall be identified on
      the Secure Data Centre Access
Procedure.

              


      

      


      
        	
                5.9

              	
                Notwithstanding
      the provisions of Section 4 or 5 of the General T&Cs or any other
      provision of this Agreement, nothing in this Agreement excludes or limits
      or purports to exclude or limit the liability of Equinix for: (a) death or
      personal injury resulting from negligence; or (b) for any damage or
      liability incurred by Customer as a result of fraud or fraudulent
      misrepresentation by Equinix; or (c) for any liability incurred by
      Customer as a result of any breach by Equinix of the condition as to title
      or the warranty as to quiet possession implied by section 2 of the Supply
      of Goods and Services Act 1982.

              


      

       

      
        
          	
                  5.10

                	
                  Further
      to Section 10(h) of the General T&Cs, no person who is not a Party to
      this Agreement shall have any right under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this
  Agreement.

                


        

      

      


      
        	
                6.

              	
                Governing Law and Jurisdiction. This
      Agreement shall be governed by and construed in accordance with English
      law. The Parties irrevocably submit to the exclusive jurisdiction of the
      Courts of England and Wales for the purpose of hearing and determining any
      dispute arising out of this Agreement and for the purpose of enforcement
      of any judgment against their respective
assets.

              


      

       

      
        	
                7.

              	
                For
      the avoidance of doubt, this MSA shall in no way affect any orders for
      services provided by any other Equinix Company to any other Customer
      Company. Furthermore, Equinix and Customer acknowledge that the terms and
      conditions contained in this MSA are not binding upon any other Equinix
      Company, other than Equinix, or Customer Company, other than Customer, and
      that no other Equinix Company or Customer Company is required to agree to
      any of the terms and conditions set out in this
  MSA.

              


      

       

      
        	
                8.

              	
                No
      variation to this Agreement shall be effective unless made in writing and
      signed by both the Parties.

              


      

       

      
        	
                9.

              	
                This
      Agreement may be executed in any number of counterparts and by the Parties
      on separate counterparts, each of which when so executed and delivered
      shall be an original, but all the counterparts shall together constitute
      one and the same instrument.

              


      

       

      
        	
                10.

              	
                Notwithstanding
      anything to the contrary in the Equinix Service Level Agreement or any
      other part of the Agreement, if there is: (i) a “chronic service outage”
      in that there is a failure to meet the Service Level Agreement leading to
      the payment of a Service Credit thereunder on 3 separate occasions in a
      consecutive 3 month period; or (ii) a “catastrophic failure” in that there
      is a failure to meet the Service Level Agreement leading to the payment of
      a Service Credit that on any one occasion lasts for more than 8
      continuous hours, and such “chronic service outage” or “catastrophic
      failure” is due to an act or omission of Equinix, including without
      limitation, inadequate provision of power, cooling, and/or flood/fire
      preventive measures, then Customer may elect, upon immediate notice to
      Equinix, to terminate the Agreement with no further liability to Equinix,
      provided that the Customer itself is not in breach of the Agreement and
      that the Customer must exercise that right to terminate the Agreement
      within 30 days of the end of the event that gives rise to the termination
      right.

              


      

      


      
        	
                11.

              	
                During
      regular business hours and no more frequently than once in any consecutive
      12 month period, at Customer’s sole expense and on a mutually agreed upon
      date (which shall be no less than 10 business days after written notice
      from Customer), time, location and duration, representatives of the
      Customer or its third party representatives responsible for SAS 70
      compliance matters may perform a confidential audit of the relevant IBX
      Centers for the sole purpose to enable the Customer to verify that the
      Customer is in a position to comply with its own SAS 70 audit
      requirements, and subject to reasonable postponement by Equinix upon
      Equinix’s request, which postponement
shall

              


      

    

     

    
      
        
        

      

      
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      not
exceed 10 business days. Customer agrees that (i) such an audit shall not
adversely affect other customers of Equinix or Equinix’s operation of the IBX
Center; (ii) the Customer and its third party representatives shall comply with
Equinix’s Policies during such audit; and (iii) Customer shall ensure that any
third party representatives treat all of Equinix’s Confidential Information
disclosed to such third party representatives as a result of such audit in the
same manner Customer is required to treat such Confidential Information. Any
audit provided for in this Clause 11 shall only consist of a visit to the IBX
Center and/or the Customer and its third party representatives review of
Equinix’s regularly-prepared records regarding the operation of the relevant IBX
Centers.

       

      Executed
as an Agreement, which shall not take effect until signed by both Parties
below.

       

      
        
          
            	
                    Customer

                  	 
      	
                    Equinix

                  
	
                    The
      person signing below hereby warrants and represents to have full authority
      to execute this Agreement on behalf of the Customer.

                     

                  	 
      	
                    The
      person signing below hereby warrants and represents to have full authority
      to execute this Agreement on behalf of Equinix.

                     

                  


          

        

         

        
          
            
              
                
                  	
                          Signature:

                        	
                          By:
      /s/ Perry A. Wallack

                        	 	
                          Signature:

                        	By:
      [illegible]    


                

              

            

             

            
              
                
                  	
                          Name:

                        	Perry
      A. Wallack	 	
                          Name:

                        	 


                

              

            

             

            
              
                
                  	
                          Title:

                        	CFO	 	
                          Title:

                        	Senior
      Director


                

              

            

          

        

         

        
          
            
              
                	Address
      For Notices:	 	Address
      for Notices:
	 	 	 
	
                        Attention:
      Legal Department

                        Cornerstone
      OnDemand, Inc.

                        1601
      Cloverfield Boulevard, Suite 620 

                        Santa
      Monica, California 90404

                        United
      States

                      	 	
                        Managing
      Director

                        Equinix
      (UK) Limited

                        2
      Buckingham Avenue

                        Slough
      Trading Estate

                        Slough
      SL1 4NB

                        United
      Kingdom

                      
	 	 	 
	
                        Fax:
      +1 (310) 752-0143

                         

                        Email: 

                         

                      	 
      	
                        Fax:
      +44 (0)1753 828 835

                         

                        Email: As advised by
      Equinix from time to time. 

                         

                        with
      a copy to :

                         

                        Vice
      President, Legal

                        Equinix
      Group Limited

                        51-53
      Great Marlborough Street 

                        London
      W1F 7JT

                        United
      Kingdom

                         

                        Fax: +44 (0)20 7534
      2133

                         

                        
                           

                          Email:
      As advised by Equinix from time to
time.

                        

                      


              

            

          

        

      

      


       

      
        
          
          

        

        
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