exhibit_10-5.htm


     

    EXHIBIT
10.5

    

      
        	 
      	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 
      
	
                Section A:
      Additions

              	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 
      
	
                Product

              	 	
                Qty

              	 	 
      	 	
                Unit
      Price

              	 	 	
                Total
      NRC Selling Price

              	 	 	
                Total
      MRC Selling Price

              	 	
                Equinix
      Use

              
	
                None

              	 	 	-	 	 
      	 	$	-	 	 	$	-	 	 	$	-	 	 
      
	
                SECTION
      TOTAL:

              	 	 	 	 	 
      	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Section B:
      Deletions

              	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Product

              	 	
                Qty

              	 	
                Serial
      Number

              	 	
                Unit
      Price

              	 	 	 	 	 	 	
                Total
      MRC Selling Price

              	 	
                Bill
      To Stop Date

              
	
                None

              	 	 	-	 	 
      	 	$	-	 	 	 	 	 	 	$	-	 	 
      
	
                SECTION
      TOTAL:

              	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	$	0.00	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Section C:
      Continuing Services-Price Change

              	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Product

              	 	
                Qty

              	 	
                Serial
      Number

              	 	 	 	 	 	
                Current
      Price

              	 	 	
                New
      Price

              	 	
                Date
      of Price Change

              
	
                None

              	 	 	-	 	 
      	 	 	 	 	 	$	-	 	 	$	-	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Section D:
      Continuing Services

              	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                Product

              	 	
                Qty

              	 	
                Serial
      Number

              	 	
                Unit
      Price

              	 	 	 	 	 	 	
                Total
      MRC Selling Price

              	 	
                Equinix
      Use

              
	
                Private
      Cage – CAG10002

              	 	 	1	 	 
      	 	$	33,600.00	 	 	 	 	 	 	$	33,600.00	 	 
      
	
                Cabinet-Eq
      4 kVA – CAB10001

              	 	 	16	 	 
      	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 
      
	
                208V
      AC Power – Primary 20A – POW10009

              	 	 	10	 	 
      	 	$	520.00	 	 	 	 	 	 	$	5,200.00	 	 
      
	
                208V
      AC Power – Redundant 20A – POW10010

              	 	 	10	 	 
      	 	$	260.00	 	 	 	 	 	 	$	2,600.00	 	 
      
	
                208V
      AC Power  3P – Primary 30A – POW10045

              	 	 	4	 	 
      	 	$	1,349.00	 	 	 	 	 	 	$	5,396.00	 	 
      
	
                208V
      AC Power 3P – Redundant 30A – POW10046

              	 	 	4	 	 
      	 	$	777.00	 	 	 	 	 	 	$	3,108.00	 	 
      
	
                Demarcation
      Rack – CAB00134

              	 	 	1	 	 
      	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 
      
	
                Intra-Customer
      Cross Connect – CC90011

              	 	 	4	 	 
      	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 
      
	
                Cross
      Connect Fiber – Multi Mode – CC10001

              	 	 	2	 	 
      	 	$	275.00	 	 	 	 	 	 	$	550.00	 	 
      
	
                SECTION
      TOTAL:

              	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	$	50,454.00	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      


      

      


      NOTE:
Information in this document marked with “[********]” has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.

      


      


      


      


      TERMS
AND CONDITIONS

      


      SOW
Introduction

      


      This
Statement of Work (the "SOW")
is between Equinix Operating Co., Inc. (Equinix, Inc. if the SOW is for Services
delivered in Equinix's Newark or Secaucus IBX Centers; (in either case, "Equinix")
and the customer identified above ("Customer"),
who wishes to order the products or services listed above (each a "Service"),
each of which will be delivered at the IBX Center designated above. This SOW
will be of no force or effect unless (a) it is

      executed
by both parties, and (b) Customer and Equinix have entered into an MSA (under
which this SOW is executed) that is currently in effect as of the SOW Effective
Date. If the MSA references "Sales Orders" this SOW is a Sales Order for
purposes of the MSA.

      


      THIS
SOW REPLACES AND SUPERSEDES THE ORDER # 71124 IN EFFECT AS OF THE SOW EFFECTIVE
DATE (DEFINED BELOW) (THE "CANCELED ORDER)"). AS OF THE SOW EFFECTIVE DATE, THE
CANCELED ORDER SHALL NO LONGER HAVE ANY FORCE OR EFFECT. CUSTOMER ACKNOWLEDGES
THAT IF EQUINIX DOES NOT RECEIVE THIS SOW EXECUTED BY CUSTOMER AT THE FAX NUMBER
OR

      ADDRESS
BELOW ON OR BEFORE MARCH 25, 2010, EQUINIX MAY REFUSE TO SIGN THIS
SOW.

       

      Term
of this SOW (the “Service Term")

      This SOW
will have an initial service term (the "Initial
Service Term") which will commence on the SOW Effective Date and will
terminate on the Initial Service Term End Date (as defined below).

       

      After the
Initial Service Term, the Service Term will automatically renew for additional
service terms of one (1) year each, unless either party provides written
notification to the other party at least ninety (90) days prior to the end of
the then-current Service Term that it has elected to terminate this SOW, in
which event this SOW will terminate at the end of then-current Service
Term.

      


      If this
SOW is still in effect on the date the MSA terminates, then this SOW will
automatically terminate on the MSA termination date. Notwithstanding the
foregoing sentence or anything in this SOW or the MSA to the contrary, if this
SOW is still in effect on the date the MSA Terminates by Expiring (as defined
herein), this SOW will remain in effect after the MSA terminates, and all of the
terms and conditions of the MSA (including all limitation of liability and
indemnification provisions) will continue to apply to (and will be deemed to be
incorporated by reference into) this SOW and all Services until this SOW expires
or terminates.


      
        
          
            _________________________

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

            


             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      Prices
and Billing

      Any
change by Equinix to the prices set forth above will be made in accordance with
the terms of the MSA. Prices shown above do not include any applicable taxes,
surcharges or shipping charges which are the responsibility of the
Customer.

      


      Notwithstanding
anything in this SOW to the contrary, Customer's obligation to pay the total MRC
and total NRC set forth above will begin on the Billing Commencement Date and if
Equinix is unable to deliver any Service on or before the Billing Commencement
Date because Customer has failed to provide Equinix with the information
necessary to deliver the Service (e.g., configuration information), Customer
will be obligated to pay for such Service beginning on the Billing Commencement
Date even if the Service has not been delivered.

      


      Pricing
and Billing

      


      Section
A: Additions - These Services, if any, will start billing on the later of the
Expected Delivery Date and the date the Service is actually delivered by Equinix
(the "Billing
Commencement Date").

      


      Section
B: Deletions - These Services, if any, will stop billing on March 31,
2010.

      


      Section
C: Continuing Services - Price Change These Services, if any, will have their
prices changed on the Date of Price Change as listed above.

      


      


      Section
D: Continuing Services - These Services, if any, will not have their prices
changed pursuant to this SOW.

       

      Price
Increase:

      


      Notwithstanding anything to the
contrary in the MSA or this SOW, Customer shall be obligated to pay Equinix the
MRC and NRC for the Services as expressly set forth herein throughout the term
of this SOW. Additionally, commencing at the beginning of the [********]year after the Billing Commencement
Date; the MRC will automatically increase for all Services at a rate of
[********]per year;
provided

      however, if Equinix's cost to provide
power Services increase by more than [********]per year, Equinix may increase the
rates for Customer's power Service by such increased costs and provide Customer
with written documentation. Customer shall pay Equinix such increased rates
pursuant to this SOW and the MSA throughout the Term, including renewal periods.
Any additional Service(s) ordered by

      Customer
on a subsequent order that is not specifically listed above, shall be subject to
the then-current rate for such Service, and shall be subject to the automatic
price increase set forth herein.

      


      Private
Cage MRC:

      


      For
Purposes of this SOW:

      


      Period
1 shall begin on April 1, 2010 and end on September 30, 2010.

      


      Period
2 shall begin on October 1, 2010 and end on December 31, 2010.

      


      Period
3 shall begin on January 1, 2011 and end on June 30, 2011.

      


      Period
4 shall begin on July 1, 2011 and end on December 31, 2011.

      


      Period
5 shall begin on January 1, 2012 and end on September 30, 2012.

      


      Period
6 shall begin on October 1, 2012 and end on the Initial Service Term End
Date

       

      a)
Subject to subsections (b), (c), (d), (e), (f) and (g) below, (i) during Period
1, Customer shall pay the Private Cage MRC in the amount of Thirty Three
Thousand Six Hundred Dollars ($33,600), (ii) during Period2, Customer shall pay
the Private Cage MRC in the amount of Thirty Eight Thousand Four Hundred Dollars
($38,400), (iii) during Period 3, Customer shall pay the Private Cage MRC in the
amount of Fifty Thousand Four Hundred Dollars ($50,400), (iv) during Period 4,
Customer shall pay the Private Cage MRC in the amount of Seventy Four Thousand
Four Hundred Dollars ($74,400), (V) during Period 5, Customer shall pay the
Private Cage MRC in the amount of Seventy Nine Thousand Two Hundred Dollars
($79,200), (vi) during Period 6, Customer shall pay the Private Cage MRC in the
amount of One Hundred Two Thousand Dollars ($102,000).

      


      b) Subject to subsection (c) below,
in the event that [********]at any time prior to the beginning of
Period 2, Customer shall pay the Private Cage MRC in the amount of ($38,400)
from the beginning of the billing period in which [********]through the end of Period 2.


      


      c) Subject to subsection (d) below,
in the event that [********] at any time prior to the beginning
of Period 3, Customer shall pay the Private Cage MRC in the amount of ($50,400)
from the beginning of the billing period in which [********] through the end of Period
3.

      


      d) Subject to subsection (e) below,
in the event that [********] at any time prior to the beginning
of Period 4, Customer shall pay the Private Cage MRC in the amount of ($74,400)
from the beginning of the billing period in which [********] through the end of Period
4.

      


      e) Subject to subsection (f) below,
in the event that [********] at any time prior to the beginning
of Period 5, Customer shall pay the Private Cage MRC in the amount of ($79,200)
from the beginning of the billing period in which [********] through the end of Period
5.


      
        
          
            _________________________

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

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      f) Subject to subsection (g) below,
in the event that [********] at any time prior to the beginning
of Period 6, Customer shall pay the Private Cage MRC in the amount of ($102,000)
from the beginning of the billing period in which [********]through the end of Period
6.

      


      g)
After Period 6, the Private Cage MRC shall be subject to increase pursuant to
the SOW.

      


      Further,
Customer understands that the pricing set forth above does not include standard
NRC fees for the installation of cabinet and power circuits which shall be
billed in addition to all fee set forth in a subsequent order.

      


      The
MRC set forth in this SOW applies only to the Cage and power in the Cage, In the
event that Customer orders services other than the Cage and power in the Cage,
Customer shall pay additional charges(monthly recurring and non-recurring) for
such services.

      


      Additional
Cabinets:

      


      Customer may purchase up to Fifty Six
(56) additional cabinets that are contiguous with Cage 33605 ("Additional
Cabinets") according to the following process. At any time before [********], Customer may purchase these
Additional Cabinets by executing and delivering the Statement of Work that will
be attached to the notification within [********]business days. If Customer fails to
execute and deliver such Statement of Work to Equinix within this timeframe,
Customer's right shall automatically extinguish with respect to the Additional
Cabinets. 

      Power
Limitation

      Customer
may not draw more than the kVA or kW amount listed above ("Power Cap") in the
Cage or Cabinet. If Equinix measures Customer's power draw and the power draw
exceeds the Power Cap, Equinix will provide written notification to Customer and
require Customer to reduce the power draw to the Power Cap within 72 hours of
the notification. If Customer does not resolve the situation with a mutually
agreeable plan, Equinix may

      disconnect
Customer's power circuits until the aggregate rated capacity of all circuits
equals the Power Cap.

      


      Other
Terms and Condition

      Notwithstanding
anything in the MSA or this SOW to the contrary, This SOW is governed by, and
incorporated by reference in, the MSA. All exhibits, addenda and policy
documents referenced in this SOW are incorporated by reference in this SOW, and
therefore in the MSA.

      


      Equinix's
provision of any Service, and Customer's use of such Service, are at all times
governed by the MSA, even if Customer begins using such Service prior to the
Billing Commencement Date.

      


      If the
MSA does not specifically address the procedure for disputing charges, and if
Customer wishes to dispute any charge billed to Customer by Equinix (a "Disputed
Amount"), Customer must submit a good faith claim regarding the Disputed
Amount with documentation as may reasonably be required to support the claim
within ninety (90) days of receipt of the initial invoice sent by Equinix
regarding the Disputed Amount. If Customer does not submit a documented claim
within ninety (90) days of receipt of the initial invoice sent by Equinix
regarding such Disputed Amount, notwithstanding anything in this Agreement to
the contrary, Customer waives all rights to dispute the Disputed Amount and
Customer waives all rights to file a claim thereafter of any kind relating to
such Disputed Amount (and Customer also waives all rights to otherwise claim
that it does not owe such Disputed Amount or to seek any set-offs or
reimbursements or other amounts of any kind based upon or relating to such
Disputed Amount). If the MSA includes a provision that specifically describes
the processes relating to Customer's ability to dispute billed charges, then
this paragraph will be of no force and effect.or renewal service term of this
SOW, as the case may be, ends, and thereafter, the service term of the orders
will renew concurrently with the Service Term of this SOW.

      


      Unless
otherwise stated herein, cabinets provided by Equinix in a private cage are open
cabinets, and cabinets in a shared cage are locking cabinets. If Customer
requests cabinet accessories (e.g., shelves, doors, side panels, mounting rails,
etc.) that are not included with a cabinet as described in Equinix's
specifications for the cabinet, Customer will be charged Equinix's list price
for such accessories, unless otherwise stated herein. Customer may provide its
own cabinets in a private cage in accordance with Equinix's policies and
procedures; however, Customer must use Equinix-provided cabinets in a shared
cage. Customer acknowledges that the prices for Services set forth in this SOW
apply even if Customer provides its own cabinets in a private cage. Customer
agrees to provide Equinix access to the Cage and the cabinets, racks and/or
equipment contained therein as necessary for the performance of the Services as
set forth in this SOW.

      


      If the
entity providing the products and/or services (the "Equinix
Provider") to Customer set forth above is not currently a party to the
MSA, notwithstanding anything in the MSA to the contrary, the parties agree that
the execution of the SOW will automatically (i.e., without further action by
either party) result in the Equinix Provider becoming, as of the SOW Effective
Date, a party to the MSA (such that all references to Equinix under the MSA,
including, without limitation, references to limitation of liability and
indemnification, will be deemed to include the Equinix Provider, as well as any
affiliates of Equinix that were already parties to the MSA). While Equinix is
under no obligation to execute this SOW, Customer acknowledges that Equinix may
refuse to execute this SOW if Customer delivers it to Equinix after the "Valid
Until" date set forth above.

      


      Type
II SAS 70 (or equivalent) certification and reporting:

      


      With respect to the Services
expressly set forth in this SOW, the Equinix's IBX Center expressly set forth
above currently maintains a SAS 70 Type II certification and will use reasonable
efforts to maintain such certification during the Initial Term of this SOW, Upon
request from Customer, Equinix shall provide to Customer copies of Equinix's
annual Type II SAS 70 (or equivalent) reports and certifications for the purpose
of determining the adequacy of Equinix's systems, controls, security, integrity,
fees, and confidentiality, as provided in Equinix's then-current SAS 70 Report.
In the event Equinix does not retain the SAS 70 Type II certification, it will
continue to cooperate in good faith in assisting Customer and its auditors in
obtaining their own SAS 70 Type II certification. [********]

      Definitions

      Unless
otherwise stated herein, all capitalized terms in this SOW will have the meaning
ascribed to them below:

       

      Defn-Cage

      Cage:
The cage in the IBX Center in which the Services are delivered by Equinix. If
the cage is a shared cage, "Cage" will refer to the cabinets in the shared cage
that are licensed by Customer.

      Defn-Expected
Delivery Date


      
        
          
            _________________________

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

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Expected
Delivery Date: The date Equinix expects to deliver the Services to
Customer as determined by Equinix upon the booking of this SOW by
Equinix.

      Defn-IBX

      IBX
Center: The International Business Exchange Center (formerly Internet
Business Exchange Center) identified at the top of this SOW.

      Defn-Initial
Term Duration

      Initial
Service Term: Five (5) years.

      Defn-InitialTerm
End Date

      Initial
Service Term End Date: March 31, 2015.

       

      Defn-MRC

       

      MRC:
Monthly recurring charges.

       

      Defn-MSA

      MSA:
The Master Service Agreement (or the document with a similar function if no
document entitled Master Service Agreement has been signed by the parties)
between Customer and Equinix Inc., and/or one or more of Equinix

      Inc’s
wholly-owned subsidiaries, that is still in effect as of the SOW Effective
Date.

      Defn-MSA
Terminating by Expiring

      MSA
Terminates by Expiring: The MSA Terminates by Expiring only where (i) the
MSA expires on a date certain set forth in the MSA: or (ii) the termination of
the MSA results from a party notifying the other party pursuant to the MSA that
it does not wish for the MSA to renew at the end of the MSA's then-current
term.

      Defn-NRC

      NRC:
Non-recurring charges.

      Defn-SOW
Effective Date

      SOW Effective Date and Billing
Commencement Date: April 1, 2010.

      Return
SOW

      Digital
signatures are not acceptable. Please sign and return all referenced exhibits,
addenda and/or policy documents with this order. Failure to do so may result in
a delay in processing.

      


      Sending
Instructions:

      


      1) Fax a
signed copy of this SOW to (650) 618-1857, or

      


      2) Email
to incomingdocs@equinix.com

      


      (if
file size is larger than 10mb, please separate multiple documents or zip
file);

      


      and if
you require original executed documents,

      


      3) Mail
two (2) sets of originals to: Equinix, Inc., Attn: Contracts Dept.; 301 Velocity
Way, 5th Floor, Foster City, CA 94404.

       

      RSOW_STD_110309

      RSOW_CBM_V9_031910

       

      


       

      
        	
                TALEO
      CORPORATION

              	 
      	 
      	
                EQUINIX
      - US

              
	
                Signature:

              	
                
                   

                  /s/
      Josh Faddis

                

              	
                Billing
      Contact Name:

              	
                Taleo
      Corporation billing information on file

              	
                Signature

              	
                
                   

                  /s/
      Monica Andrews

                

              
	
                Name:

              	
                
                   

                  Josh
      Faddis

                

              	
                Billing
      Address:

              	
                e-mail
      invoice scans to:

                accountspayable@taleo.com

              	
                Name:

              	
                
                   

                  Monica
      Andrews

                

              
	
                Title:

              	
                
                   

                  GVP
      Legal

                

              	
                Phone
      Number:

              	 
      	
                Title:

              	
                
                   

                  Vice
      President Customer Care and Revenue Operations

                

              
	
                Date:

              	
                
                   

                  31
      March 2010

                

              	
                Email
      Address

              	 
      	
                Date:

              	
                
                   

                  March
      31, 2010

                

              
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       


      
        
          
            _________________________

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