exhibit_10-2.htm


     

    EXHIBIT
10.2

     

    



    Page 1 of
1

     

     

    
      


      
        	 
      	 
      	 
      	 
      
	
                Customer:
      Taleo Corporation

              	 
      	 
      	
                Executed
      by Customer (authorized signature):

              
	
                Address:
      4140 Dublin Boulevard

              	 
      	 
      	
                By:
      /s/ Josh Faddis

              
	
                Suite 400

              	 
      	 
      	
                Name:
      Josh Faddis

              
	
                Dublin CA 94568

              	 
      	 
      	
                Title:
      GVP, Legal

              
	
                Contact:
      

              	 
      	 
      	
                Executed
      by Oracle Credit Corporation:

              
	
                Phone:
      

              	 
      	 
      	
                By:
      /s/ Jill Nelson

              
	
                Order:
      *See
      Asterisk                               

              	
                dated

              	 
      	
                Name:
      Jill Nelson

              
	
                Agreement:
      OLSAV040407

              	
                dated

              	 
      	
                Title:
      Vice President OFD
      Operations-Business Practices

              
	
                PPA
      No.: 4381
      dated   03-MAY-05

              	 
      	 
      	
                Payment
      Schedule Effective Date: 30-May-09

              
	 
      	 
      	 
      	 
      


      

    

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                System:

              	 
      	 
      	 
      	
                Payment
      Schedule:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Payment
      Amount

              	
                Due
      Date

              	 
      	 
      	 
      
	
                Software:

              	 
      	
                $2,000,000.00

              	 
      	
                8
      @

              	
                [********]

              	
                01-JUL-09,
      01-OCT-09, 01-JAN-10, 01-APR-10,

              
	
                Support:

              	 
      	
                $3,415,324.20

              	 
      	
                2
      Year(s)

              	 
      	
                01-JUL-10,
      01-OCT-10, 01-JAN-11, 01-APR-11

              
	
                Consulting:

              	 
      	
                $0.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Education:

              	 
      	
                $0.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Other:

              	 
      	
                $0.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                System
      Price:

              	 
      	
                $5,415,324.20

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      	
              Transaction
      Specific Terms:

              For
      this Contract, the rate used in PPA Section 3, Paragraph 2,
      Subsection (i) shall be the lesser of the rate in the Contract or
      3%.

              Future
      increases in support fees, if any, are not included in the System Price or
      Payment Amounts. Such increases shall be due separately to the applicable
      Supplier from
      Customer.        *AMENDMENT ONE TO
      THE ORDERING DOCUMENT ISSUED 17-MAY-09

               

            


    

    


    
      	
              Optional  (if this box is
      checked):

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

              Alliance
      Member/Agent                                                                                                                                                 

              Address:                               

              Contact:                               Phone:                                               

            


    

    


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

     

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

    


    


    Payment
Amount, unless otherwise stated, includes a proportional amount of the remaining
components of the System Price excluding such future support fees, if
any.

     

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

     

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

    



    
      
        
           

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

            


        

        
           


          
            

          

        

        
           


        

      

    

     

    

      


      
        	 
      	 
      	 
      
	
                Customer:
      Taleo Corporation

              	 
      	
                Executed
      by Customer (authorized signature):

              
	
                Address:
      575 Market Street, 8th Floor

              	
                By:
      /s/ Jean Lavigueur

              
	
                San Francisco CA 94106

              	
                Name:
      Jean Lavigueur

              
	
                Phone:
      415-538-9068

              	
                Title:
      Vice President
  Finance

              
	
                PPA
      No.: 4381

              	
                Executed
      by Oracle Credit Corporation:

              
	
                Effective
      Date:  May 30,
      2005

              	
                By:
      /s/ Nancy Coquioco

              
	 
      	
                Name:
      /s/ Nancy Coquioco

              
	 
      	
                Title:
      Contracts Manager

              
	 
      	 
      	 
      


      

    

     

    


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

     

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

     

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

    


    


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

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

     

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

     

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

    


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

         

      

      
         

        
          

        

      

      
         

      

    

     

    Amendment
No. 1

     

    to
Payment Schedule No. 28791 dated 30-MAY-09 ("PS")

     

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

     

    between
Taleo Corporation ("Customer") and Oracle Credit Corporation
("OCC")

     

    


     

    This
Amendment hereby amends the PS No. 28791 to the above PPA, in the following
respects:

     

    In the
PS:

     

    1.           Preamble

     

    Add: "If
Customer elects not to order second year Support in accordance with the Order,
Customer shall provide Oracle and OCC (or its Assignee) with written notice
sixty (60) days prior to the start of each Support Year.  Upon receipt
of such notice, Oracle or Assignee shall decrease the remaining Payment Amounts
by the Support fee attributable to each Support Year."

     

    2.           Section C, Second
Sentence

     

    Replace
"Customer agrees that OCC may insert the appropriate administrative information
to complete this form."

     

    with
"Customer agrees that OCC may insert the appropriate administrative information
in the following form fields to complete this form: Contact, Phone, Order ____
dated ____________, Agreement ____________ dated ____________, and Payment
Schedule Effective Date."

     

    


     

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

     

    The
Effective Date of this Amendment No. 1 is 30-MAY-09.

    

      
        	
                CUSTOMER
      (authorized signature):

              	 
      	
                ORACLE
      CREDIT CORPORATION

              
	
                TALEO
      CORPORATION

              	 
      	 
      
	
                By:
      /s/ Josh Faddis

              	 
      	
                By:
      /s/ Jill  Nelson

              
	
                Name:
      Josh Faddis

              	 
      	
                Name:
      Jill Nelson,

              
	
                Title:
      GVP, Legal

              	 
      	
                Title:
      Vice President, OFD
      Operations-Business
Practices

              


      

    

    


    


    
      
        
          
          

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

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Customer
Service Form

     

    Schedule
No. 28791

     

    Customer
Name:   Taleo
Corporation_______________

     

    


     

    Thank you
for choosing Oracle Credit Corporation ("OCC").  Please provide us
with the following administrative information so that we may better meet your
invoicing needs.

    


    
      	 
      	
              Billing
      Information

            	 
      	
              Customer
      Contact

            
	
              Attn.
      Name:

            	
              Accounts
      Payables

            	
              Name:

            	
              Denis
      Brochu

            
	
              Company:

            	
              Taleo

            	
              Title:

            	
              Director,
      Production Infrastructure

            
	
              Email:

            	
              accountpayable@taleo.com

            	
              Email:

            	
              dbrochu@taleo.com

            
	
              Address:

            	
              4140
      Dublin Blvd, Ste 400

            	
              Phone:

            	
              418
      524-5665 x1295

            
	
              City/ST/Zip

            	
              Dublin,
      CA  94568

            	
              Fax:

            	
              418
      524-8899

            


    

     

    PLEASE
NOTE: You will receive a copy of Supplier's Invoice(s) so that you can review
the product and services billed as well as the taxes charged.  OCC
will pay the Supplier invoice(s) on your behalf pursuant to the Payment Plan
Agreement.

    


    
      	 
      	
              Tax
      Information

            	 
      	
              Invoice
      Reference

            
	 
      	
              Taxable

            	
              PO#:

            	
            
	 
      


    

    
      	 
      


    
 


    Tax
Exempt (attach certificate)

    Other:
 


    
      	 
      


    

    Any
questions regarding the tax treatment of your transaction should be directed to
the name and number indicated on the Supplier invoice.

    If
provided, the above reference(s) will be listed on each invoice for
you.  A Notification Letter will be sent to you within 30 days
specifying the correct payee name and remittance address.

    
    

     

    

      
        	
                COMPLETED
      BY: /s/ Denis Brochu

              	 
      	
                TITLE:
      Director, Production
      Infrastructure

              
	 
      	 
      	 
      
	
                Please
      submit this form via fax:

              	 
      	 
      
	 
      	 
      	 
      
	
                TO: Oracle Credit Corporation

              	 
      	
                ATTN:
      Contracts

              
	
                FAX:
      650-633-0804

              	 
      	
                PHONE:
      650-506-4343

              


      




    
      
        
        

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