exhibit_10-1.htm


     

    EXHIBIT
10.1

    

      


       

       

       

       

       

       

      AMENDMENT
ONE TO THE ORDERING DOCUMENT

       

      


      
        	
                ORACLE
      CONTRACT INFORMATION

                This
      document ("Amendment One") amends the ordering document dated May 30,
      2007, and all amendments and addenda thereto (the "ordering document")
      between Taleo Corporation ("you") and Oracle USA, Inc.
      ("Oracle").  All terms used but not otherwise defined in this
      Amendment One shall have the meanings given to such terms in the ordering
      document.

              


      

       

      WHEREAS,
subject to the terms and conditions of this Amendment One, the parties desire to
amend the ordering document as follows:

       

      (i)  Add
to the majority owned subsidiary list of the Ordering Document those
subsidiaries listed on the attached Exhibit A; and

       

      (ii)  Extend
the Deployment Period to end on [********].

       

      WHEREAS,
the parties also desire to amend the terms of the Unlimited Deployment Right
such that if the Certified License Count for the Unlimited Deployment Program
Licenses is [********] you shall be required to acquire additional licenses of
such programs and technical support for such increased use.

       

      WHEREAS,
the parties also desire to amend and update certain other provisions of the
ordering document, as set forth below;

       

      NOW,
THEREFORE, in consideration of the representations and agreements contained in
this Amendment One and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
to amend the ordering document as follows:

       

      1.   CHANGES
TO THE ORDERING DOCUMENT

       

      The
ordering document shall be amended as follows:

       

      a.   Delete
the License Summary table in section A of the Ordering Document in its entirety
and replace it with the following:

       

      License
Summary

       

      Table
One: Unlimited Deployment Program Licenses

      


      
        	
                Product
      Description / License Type

              	
                Quantity

              
	
                *^Oracle
      Database Enterprise Edition — Processor Perpetual

              	
                Unlimited

              
	
                *^Tuning
      Pack — Processor Perpetual

              	
                Unlimited

              
	
                *^Diagnostics
      Pack — Processor Perpetual

              	
                Unlimited

              
	
                *^Real
      Application Clusters — Processor Perpetual

              	
                Unlimited

              


      

       

      


      
        
          [********]
Confidential Treatment Requested.

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table
Two: Quantity Based Program Licenses

      


      
        	
                Product
      Description / License Type

              	
                Quantity

              
	
                ^Partitioning
      — Processor Perpetual

              	
                36

              


      

       

      b.   In
the first paragraph following the License Summary table in section A, delete
"for a two (2) year term" and replace with "for a term ending April 30,
2011".

       

      c.   Add
the following as a new, third paragraph under the License Summary
tables:

       

      "In
addition, the program specified in Table One and Table Two above with a caret
("^") are limited use programs (the "Limited Use
Programs").  These Limited Use Programs may only be used with
your proprietary application as defined on the attached Proprietary Application
Hosting Registration Form, attached to this Amendment One as Exhibit B and in
accordance with the terms of section C.8 of the ordering document.

       

      d.   Section
B.4.b.  Add to the end of the first sentence in Section B.4.b
(Total Support Stream), the following: "and (v) the Amendment Technical Support
(as defined in Amendment One to this ordering document)".

       

      e.   Section
C.1.a.  Delete from the first sentence "for two (2) years" and
replace with [********].

       

      f.   Section
C.1.b.

       

      (i)   In
the first sentence, delete "second (2nd) anniversary of the effective date of
this ordering document" and replace with [********]; and

       

      (ii)   Delete
the second sentence and replace with the following:  "On the
Certification Date, the Unlimited Deployment Period and the Unlimited Deployment
Right shall terminate and the quantity of Unlimited Deployment Program Licenses
acquired under this ordering document will be fixed as follows.  If
the Certified License Count for an Unlimited Deployment Program License is
[********], the quantity of Unlimited Deployment Program Licenses acquired under
this ordering document for such program will be fixed at
[********].  If the Certified License Count is [********], the
quantity of Processor licenses of such program will be fixed at
[********].  If the Certified License Count is [********], the
quantity of Processor licenses of such program will be fixed at
[********].  If the Certified License Count is [********], you must
acquire additional licenses for such programs and technical support for such
increased use in accordance with the terms of section 6 of this Amendment
One.

       

      g.   Section
C.1.c.

       

      (i)   Delete
the third sentence and replace with the following:  "On the
Accelerated Certification Date, the quantity of Unlimited Deployment Program
Licenses acquired under this ordering document will be fixed as
follows.  If the Certified License Count for an Unlimited Deployment
Program License is [********], the quantity of Unlimited Deployment Program
Licenses acquired under this ordering document for such program will be fixed at
[********].  If the Certified License Count is [********], the
quantity of Processor licenses of such program will be fixed at
[********].  If the Certified License Count is [********], the
quantity of Processor licenses of such program will be fixed at
[********].  If the Certified License Count is [********], you must
acquire additional licenses for such programs and technical support for such
increased use in accordance with the terms of section 6 of this Amendment
One.

       

      
        
          [********]
Confidential Treatment Requested.

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      h.   Section
C.1.d.  In the second and third sentences, delete the reference
to "Final License Count" and replace with "Certified License
Count".

       

      i.   Section
C.2.a.  In the first sentence, deleted "If the Acquisition
Total including the Increased Revenue of the Acquired Entity is [********] at
the time such Acquired Entity is acquired then you" and replace with
"You".

       

      j.   Section
C.2.b.  Delete Section C.2.b in its entirety.

       

      k.   Section
C.3.

       

      (i)   Delete
the third and fourth sentences and replace with the following:  "On
the Accelerated Certification Date, the quantity of such Unlimited Deployment
Program Licenses will be fixed as follows.  If the Certified License
Count for an Unlimited Deployment Program License is [********], the quantity of
Unlimited Deployment Program Licenses acquired under this ordering document for
such program will be fixed at [********].  If the Certified License
Count is [********], the quantity of Processor licenses of such program will be
fixed at [********].  If the Certified License Count is [********],
the quantity of Processor licenses of such program will be fixed at
[********].  If the Certified License Count is [********], you must
acquire additional licenses for such programs and technical support for such
increased use in accordance with the terms of section 6 of this Amendment
One.  If at any time after the Accelerated Certification Date your use
of the programs exceeds the Certified License Count, you must acquire additional
program licenses and technical support from Oracle for your increased usage in
accordance with Oracle's then current prices and policies.

       

      l.   Section
C.11.  Add the following as a new section C.11., Estimated
Worldwide Usage:

       

      "The
program licenses and services described in section A are for use worldwide,
subject to U.S. export laws.  To enable Oracle to provide services and
accurately report revenue for tax purposes, it is estimated that the program
licenses listed in section A shall be installed an/or accessed in each
applicable country as listed on the attached Estimated Worldwide Usage Exhibit
(Exhibit C).  Your use of the programs is not limited to these
estimates.

       

      m.   Delete
the Subsidiary exhibit attached to the ordering document and replace with the
Subsidiary Exhibit attached to this Amendment One as Exhibit A.

       

      2.   FEES
DUE UNDER THIS AMENDMENT ONE

       

      In
consideration of the rights granted under this Amendment One, you agree to pay
Oracle the license and first year technical support fees set forth in the table
below.

      


      
        	
                Net
      Fees

              
	
                License
      Fees

              	
                2,000,000.00

              
	
                Technical
      Support Attributable to the Programs Acquired under this Amendment
      One

              	
                440,000.00

              
	
                Technical
      Support Fee for Additional Terminated Licenses

              	
                1,267,662.10

              
	
                Total
      Net Fees

              	
                3,707,662.10

              


      

       

      All fees
on this Amendment One are in U.S. Dollars.  All program licenses and
the period of performance for all services acquired under this Amendment One are
effective upon shipment of tangible media or upon the effective date of this
Amendment One.  If shipment of tangible media is not required (such
effective date being referred to as the "commencement
date").

       

      All fees
under this Amendment One are non-cancelable and the sums paid nonrefundable,
except as provided in the agreement.  License and services fees are
invoiced as of the commencement date.  Service fees are invoiced in
advance of the service performance; specifically, technical support fees
are invoiced annually in advance.  In addition to the fees listed in
this section, Oracle will invoice you for any applicable shipping charges or
applicable taxes.

       

      
        
          [********]
Confidential Treatment Requested.

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
entering into payment obligations under this Amendment One, you agree and
acknowledge that you have not relied on the future availability of any program
or updates.  However, (a) if you order technical support for programs
licensed under this Amendment One, the preceding sentence does not relieve
Oracle of its obligation to provide such technical support under this Amendment
One if-and-when available, in accordance with Oracle's then current technical
support policies, and (b) the preceding sentence does not change the rights
granted to you for any program licensed under this Amendment One, per the terms
of this Amendment One, the ordering document, and the agreement.  The
program licenses provided in this Amendment One are offered separately from any
other proposal for consulting services you may receive or have received from
Oracle and do not require you to purchase Oracle consulting
services.

       

      Provided
that you comply with the delivery terms in section 3 below, Oracle shall not
invoice you for sales tax pursuant to California law based on the net license
fees in this section 2 for the programs delivered by electronic download;
however, you agree to indemnify and hold Oracle harmless from and against any
claims, losses, damages, costs, and expenses arising from imposition of sales
tax based on the net license fees for the program licenses listed in section 1.8
above.  Oracle shall invoice you and you are required to pay any
applicable taxes related to the net technical support fees (specifically
Software Update License & Support fees) for the ordered technical support
services listed in this section 2.

       

      3.   DELIVERY

       

      Oracle
has fulfilled all delivery obligations for every program listed in
section 1.a above except for the programs listed in Table
Two.  Oracle has made available to you for electronic download at the
electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com/exempt
the programs listed in Table Two of section 1.a.  Through the
Internet URL, you can access and electronically download to your California
location the current production release as of the effective date below of the
software and related program documentation for each of the programs listed in
Table Two of section 1.a.  You shall have 60 days from the
effective date of this ordering document to complete the download of the
software and program documentation.  Please be advised that not all
programs are available on all hardware/operating system
combinations.  For current program availability please check the
electronic delivery web site.  Oracle is under no further delivery
obligation under this Amendment One, electronic or otherwise.  You
agree to execute and return the attached Certificate of Electronic Delivery
simultaneously with the execution and return of this Amendment
One.  Should you require a replacement copy of the software or program
documentation, such replacement copy shall also be
delivered electronically.  You shall not be entitled to any
replacement copy in the form of tangible media for the software or the program
documentation, other than updates provided by Oracle under technical support
service if ordered.  You acknowledge and agree that (a) you have
not received any tangible media for the programs listed in Table Two of section
1.a as of the effective date of this Amendment One and (b) any rights to receive
media granted under the agreement shall not be applicable to or provided
for the programs listed in Table Two of section 1.a.  Further, you
acknowledged that the electronic download delivery method shall be applicable to
Oracle's delivery obligations for the initial copy of the programs listed in
Table Two of section 1.a and shall not be applicable to any delivery of updates
or technical support services ordered under this Amendment One.  You
shall be responsible for installation of the software.

       

      4.   ADDITIONAL
TERMINATED LICENSES

       

      a. General.  In
connection with the Unlimited Deployment Right granted under this Amendment One,
all licenses of any versions or releases of the Unlimited Deployment Program
Licenses (and the Quantity Based License for the Partitioning program which has
been restated herein as set forth in section 7, below) that were acquired by you
and any Acquired Entities prior to the effective date of this Amendment One, and
their associated CSI numbers (CPU Support Identification numbers), shall be
terminated as of the effective date of this Amendment One (the "Additional
Terminated Licenses").  The Additional Terminated Licenses are
specified on the attached Additional Terminated Licenses Exhibit (Exhibit D) and
are deemed added to the Terminated Licenses Exhibit under the ordering
document.  Notwithstanding section 7 of this amendment, you shall not
be entitled to a credit or refund for the Additional Terminated Licenses and
will not be allowed to reinstate the Additional Terminated
Licenses.  The parties agree to work in good faith to determine if
any licenses were inadvertently omitted from Exhibit D (Additional
Terminated Licenses).  In the event that any Additional Terminated
Licenses were inadvertently omitted from the Additional Terminated Licenses
Exhibit, they will be treated as licenses inadvertently omitted from Exhibit A
(Terminated Licenses) of the Ordering Document in accordance with section B.4.c.
of the ordering document.

       

      
        
          [********]
Confidential Treatment Requested.

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.   AMENDMENT
ONE TECHNICAL SUPPORT CAP

       

      The total
annual technical support due under this Amendment One (The "Amendment Technical
Support") includes: (1) annual technical support attributable to the programs
acquired under this Amendment One (including without limitation
the Additional Unlimited Deployment Program Licenses and the Additional
Quantity Based Programs) and (ii) the annual technical support attributable to
the Terminated Licenses (amended by this Amendment to include the support fees
attributable to Additional Terminated Licenses).  Notwithstanding
anything to the contrary, you acknowledge and agree that pursuant to the terms
of this Amendment One, the Amendment Technical Support is hereby included in the
definition of "Total Support Stream" as of the effective date of this Amendment
One.  As of the effective date of this Amendment One, the Total
Support Stream, including the Amendment Technical Support, is equal to
$1,707,662.10.  For purposes of Oracle's technical support policies,
the technical support acquired under both this Amendment One and the ordering
document shall be considered to have been purchased under a single
order.

       

      Technical
support for the program licenses acquired under section A of the ordering
document (as amended by this Amendment One to include the Additional Unlimited
Deployment Program Licenses and the Additional Quantity Based Program Licenses)
may be renewed annually, and if you renew such technical support then, for the
first and second renewal years (i.e., the renewal years commencing in 2010 and
2011) the fees for such technical support will [********] and if you renew such
technical support for the third and fourth renewal years (i.e., the renewal
years commencing in 2012 and 2013) the fees for such technical support will not
increase by more than [********] over the prior year's fees.  The
technical support caps set forth in the preceding sentences are granted,
provided that (1) with respect to each technical support renewal year that
occurs during the Unlimited Deployment Period, you renew the Total Support
Stream, and (2) with respect to each technical support renewal year that occurs
after the end of the Unlimited Deployment Period, you renew the total technical
support due under the ordering document (as amended by this Amendment One) for
the same number of licenses for the same programs as the previous
year.  For purposes of determining the fee for the first renewal year
of technical support for the program licenses acquired under section A of
the ordering document (as amended by this Amendment One to include the
Additional Unlimited Deployment Program Licenses and the Additional Quantity
Based Program Licenses), the amount of the prior year's fees shall be equal to
$1,707,662.10.

       

      Notwithstanding
anything to the contrary in this section, the technical support fees owed by you
for the program licenses acquired under the ordering document and this Amendment
One may increase as a result of any mergers or acquisitions of Acquired Entities
in accordance with section C.2 of the ordering document and/or the purchase of
program licenses under section 6 of this Amendment One and/or the inclusion of
inadvertently omitted licenses in accordance with section B.4.c of the ordering
document.

       

      6.   ADDITIONAL
LICENSES

       

      a. From
the effective date of this Amendment One until [********], you may order the
programs (and first year of Software Update License and Support for the
programs) at the appropriate license and support fees specified on the attached
Price Hold Exhibit (Exhibit E), provided (i) such programs are available in
production release when ordered; and (ii) you continuously maintain the
Total Support Stream.

       

      b. Each
order placed pursuant to this section must be at least [********] in net license
fees.  Your purchase on any such order of programs and/or license
types that are not listed on the attached Price Hold Exhibit will count towards
this minimum purchase amount.  Any relevant purchase minimums for the
programs in effect as of the effective date of this Amendment One will apply to
the Program licenses ordered under this section.

       

      c. Each
order placed pursuant to this section will specify Oracle's delivery
obligation.  If the order specifies delivery, the programs will be
delivered via electronic download.  If electronic download is not
possible or otherwise agreed to by the parties, tangible media will be
delivered.  Whenever the delivery of tangible media is required, you
are charged for media and the shipping terms are FCA:Shipping Point Pre-paid and
Add.

       

      d. All
technical support for program licenses acquired under the terms of this section
shall be deemed part of the Total Support Stream.

       

      
        
          [********]
Confidential Treatment Requested.

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.   RESTATED
PROGRAMS

       

      The 36
Processor licenses of the Quantity Based License for the Partitioning program
listed in section 1.a of this Amendment One were acquired by you under the
ordering document in 2007 ("Restated Licenses").  The original license
grant is hereby terminated, and the licenses for such Quantity Based Licenses
are hereby restated and re-licensed under this Amendment One.  These
Processor licenses for this Quantity Based License and their associated Customer
Support Identifier (CSI) numbers are listed in the attached Additional
Terminated Licenses Exhibit.  The annual technical support fees for
these Restated Licenses are included in section 2 of this Amendment
One.  The technical support fees associated with these Restated
Licenses shall be deemed part of the Total Support Stream.

       

       

      Subject
to the modifications herein, the Ordering Document shall remain in full force
and effect.  Capitalized terms used, but not defined, in this
Amendment One shall have the applicable definition set forth in the Agreement
and/or Ordering Document.

       

      The
effective date of this Amendment One is May 30, 2009. (to be completed by
Oracle)

       

      


       

      


        
          	 
      	 
      	 
      
	
                  TALEO
      CORPORATION

                	 
      	
                  ORACLE
      USA, INC.

                
	
                  Authorized
      Signature: /s/ Josh
      Faddis

                	
                  Authorized
      Signature: /s/ Jay
    Bailey

                
	
                  Name:
      Josh Faddis

                	
                  Name:
      Jay Bailey

                
	
                  Title:
      GVP Legal

                	
                  Title:
      Director

                
	
                  Signature
      Date:  30 May
      2009

                	
                  Signature
      Date: May 31, 2009 2:30 pm
      PST

                
	 
      	 
      	 
      


        





      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
A

       

      SUBSIDIARY
LIST

       

      Taleo
Corporation; USA

      9090-5415
Quebec, Inc. (Holding Company); Quebec, Canada

      Taleo
(Canada) Inc; Quebec, Canada

      Taleo
(Europe) BV; Netherlands

      Taleo
(UK) Limited; United Kingdom

      Taleo
(France) SAS; France

      Taleo
(Singapore) Pte Ltd; Singapore

      Taleo
(Australia) Pte Limited; Australia

      Vurv
Technology LLC; USA

      Knowledge
Point, LLC; USA

      Vurv
Technology Limited; USA

      Vurv
Technology Australia Pte Ltd; Australia

      Vurv
Technology SAS; France

      



      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
B

       

      PROPRIETARY APPLICATION
HOSTING REGISTRATION FORM

      


      
        	
                Name
      of commercially available application/service offering:

              	
                Taleo
      Talent Management Suite

              
	
                Application/service
      description (please provide as much detail as possible):

              	
                Please
      visit: http://www.taleo.com

              
	
                Functions
      and objectives of the application/service offering (please provide as much
      detail as possible):

              	
                Please
      visit: http://www.taleo.com

              
	
                Application
      architecture (please provide a detailed description as to how the
      application will interact with the Oracle database, i.e., web based,
      multiplexing, client/server, etc.):

              	
                N-tiered,
      web based architecture.  Taleo application servers process
      transaction requests received from user browsers using a JDBC connection
      to an Oracle database.

              
	
                Physical
      location of the hardware and software being hosted:

              	
                Canada,
      USA, UK, Netherlands & Australia

              
	
                Target
      markets and users:

              	
                Fortune
      1000 companies that have needs for a Talent Management
      solution

              
	
                Expected
      number of end user companies:

              	
                10000

              


      

      



      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
C

       

      


       

      ESTIMATED
WORLDWIDE USAGE

       

      USA

      


      
        	
                Program

              	
                Quantity

              	
                License
      Type

              
	
                Database
      Enterprise Edition

              	
                [********]

              	
                Processor
      Perpetual

              
	
                Real
      Application Clusters

              	
                [********]

              	
                Processor
      Perpetual

              


      

       

      CANADA

      


      
        	
                Program

              	
                Quantity

              	
                License
      Type

              
	
                Database
      Enterprise Edition

              	
                [********]

              	
                Processor
      Perpetual

              
	
                Real
      Application Clusters

              	
                [********]

              	
                Processor
      Perpetual

              


      

       

      



      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
D

       

      


       

      ADDITIONAL
TERMINATED LICENSES

      


      
        	
                Existing
      License

              	
                Existing

                Quantity

              	
                Existing
      Metric

              	
                CSI
      #

              
	
                Diagnostics
      Pack

              	
                [********]

              	
                Processor

              	
                [********]

              
	
                Oracle
      Database Enterprise Edition

              	
                [********]

              	
                Processor

              	
                [********]

              
	
                Partitioning

              	
                [********]

              	
                Processor

              	
                [********]

              
	
                Real
      Application Clusters

              	
                [********]

              	
                Processor

              	
                [********]

              
	
                Tuning
      Pack

              	
                [********]

              	
                Processor

              	
                [********]

                 

              


      

      


      



      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
E

      


       

      PRICE
HOLD

      


      
        	
                Product
      Description

              	
                Metric

              	
                Quantity

              	
                License
      Fee

              	
                Software
      Update License & Support Fee

              
	
                Oracle
      Database Enterprise Edition

              	
                Processor

              	
                1

              	
                [********]

              	
                [********]

              
	
                Real
      Application Clusters

              	
                Processor

              	
                1

              	
                [********]

              	
                [********]

              
	
                Diagnostics
      Pack

              	
                Processor

              	
                1

              	
                [********]

              	
                [********]

              
	
                Tuning
      Pack

              	
                Processor

              	
                1

              	
                [********]

              	
                [********]

              
	 
      	 
      	 
      	
                [********]

              	
                [********]

              


      

      


      


      



      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE OF ELECTRONIC
DELIVERY

       

      This
Certificate of Electronic Delivery is executed as of the effective date set
forth below by Taleo Corporation ("you") and relates to the electronic
delivery of certain software programs provided by Oracle USA, Inc.
("Oracle").  This Certificate of Electronic Delivery shall be
governed by the terms of the Oracle License and Service Agreement between you
and Oracle dated May 30, 2007, (the "agreement").

       

      
        	
                1.

              	
                As
      of the date of this Certificate of Electronic Delivery, you agree that
      Oracle has provided you with an Internet URL through which you can
      download all the programs provided in the ordering document between Oracle
      and you dated May 30, 2009, (the "ordering document").  You
      will have 60 days from the effective date of the ordering document to
      complete your download of the programs
provided.

              


      

       

      
        	
                2.

              	
                You
      agree that Oracle has completed all of the delivery responsibilities
      required by the ordering document and the agreement and no additional
      shipment of the programs on tangible media (CD's, Disks, Tapes, etc.)
      shall be provided or is required.

              


      

       

      
        	
                 
      

              	
                The
      Effective Date of this Certificate of Electronic Delivery is May 30,
      2009.

              


      

       

      


       

      
        	
                 
      

              	
                Taleo
      Corporation

              


      

       

      
        	
                By:

              	
                /s/ Josh
      Faddis

              	 


      

       

      
        	
                Name:

              	
                Josh
      Faddis

              	 


      

       

      
        	
                Title:

              	
                GVP
      Legal

              	 


      


      
        
          [********]
Confidential Treatment Requested.

           


        

        
           


          
            

          

        

        
           


        

      


      


       

       

      
        	
                 
      

              	 


      

       

      


       

      AMENDMENT
TWO

       

      


      
        	
                ORACLE
      CONTRACT INFORMATION

                This
      amendment amends the Oracle License and Services Agreement VQ40407, dated
      May 30, 2007, and all amendments and addends thereto (the
      "agreement") between you and Oracle USA, Inc
  ("Oracle").

              


      

       

      The
parties agree to amend the agreement as follows:

       

      
        	
                I.

              	
                Section B Applicability of
      Agreement

              


      

       

      Delete
the sentence under Section B Applicability of Agreement, and replace with
the following:

       

      "You may
place additional orders under this agreement until
[********].  Additional orders will reference this agreement as
OLSAv040407-11890268-30-MAY-2007 "

       

      


       

      Subject
to the modifications herein, the agreement shall remain in full force and
effect.

       

      The
effective date of this amendment is May 30, 2009.  (to be completed by
Oracle)

       

      


       

      


        
          	 
      	 
      	 
      
	
                  TALEO
      CORPORATION

                	 
      	
                  ORACLE
      USA, INC.

                
	
                  Authorized
      Signature: /s/ Josh
      Faddis

                	
                  Authorized
      Signature: /s/ Jay
    Bailey

                
	
                  Name:
      Josh Faddis

                	
                  Name:
      Jay Bailey

                
	
                  Title:
      GVP Legal

                	
                  Title:
      Director

                
	
                  Signature
      Date:  30 May
      2009

                	
                  Signature
      Date: May 31, 2009 2:30 pm
      PST

                
	 
      	 
      	 
      


        



      


      
        
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