exv10w1



 





Exhibit 10.1




CONSULTING AGREEMENT




     This Consulting Agreement and Exhibit A attached hereto (the “Agreement”) is made and
entered into as of January 1, 2007 (the “Effective Date”) by and between Taleo (Canada) Inc., a
Quebec corporation located at 330, rue St-Vallier Est, Bureau 400, Quebec, QC G1K 9C5 (“Company”),
and LT Management Inc. (“Consultant”), (each a “Party” and together the “Parties”). The Company
desires to retain Consultant as an independent contractor to perform consulting services for the
Company and Consultant is willing to perform such services, on terms set forth more fully below.
In consideration of the mutual promises contained herein, the Parties hereto agree as follows:



1.      SERVICES AND COMPENSATION



Consultant agrees to perform for the Company the services described in Exhibit A
(“Services”). Company agrees to pay Consultant the compensation set forth in Exhibit A for
performing the Services.




2.    OWNERSHIP



Consultant agrees that all materials and presentations or other deliverables conceived, made or
discovered by Consultant, solely or in collaboration with others (“Work Product”), during the term
of this Agreement are the sole property of the Company. Consultant further agrees to assign (or
cause to be assigned) and does hereby assign fully to the Company all Work Product and any
copyrights, patents, mask work rights or other intellectual property rights relating thereto.




3.     TERM AND TERMINATION




     (a) This Agreement will commence on the Effective Date and shall continue until
December 31, 2007, unless extended by mutually executed written agreement of the
parties.



     (b) Either party may terminate this Agreement upon written notice to the other
party.



4.    INDEPENDENT CONTRACTOR



Consultant shall perform the Services hereunder as an independent contractor and nothing in this
Agreement shall in any way be construed to constitute Consultant as an agent, employee or
representative of the Company. Consultant agrees to furnish (or reimburse the Company for) all
tools and materials necessary to perform its obligations under this Agreement, and shall incur all
expenses associated with such performance, except as expressly provided on Exhibit A of
this Agreement. Consultant acknowledges and agrees that Consultant is obligated to report as
income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to
and acknowledges the obligation to pay all self-employment and other taxes thereon. Consultant
further agrees to indemnify the Company and hold it harmless to the extent of any obligation
imposed on Company (i) to pay in withholding taxes or similar items or (ii) resulting from any
determination by a court or government agency that Consultant is not an independent contractor.




5.    GOVERNING LAW



This Agreement shall be governed by and construed in accordance with the laws of the Province of
Quebec without regard to its conflict of laws principles. The Parties further agree that all
disputes arising out of or related to this Agreement shall be brought in the courts located in the
Province of Quebec and Consultant hereby irrevocably consents to the personal jurisdiction of such
courts.




 









 








6.    ENTIRE AGREEMENT



This Agreement is the entire agreement of the Parties with respect to the Services. This Agreement
may be executed in counterparts and exchanged by facsimile or electronically scanned copy. Each
such counterpart shall be deemed to be an original and all such counterparts together shall
constitute one and the same Agreement. This Agreement may not be amended in any respect other than
by written instrument signed by the Party against whom enforcement is sought.



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 	 	 	 	 	 	 
	Taleo (Canada) Inc.
	 	 	 	Consultant
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Michael Gregoire
	 	 	 	Signature:
	 	/s/ Louis Tetu
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Michael Gregoire
	 	 	 	Print Name:
	 	Louis Tetu	 	 
	Title:

	 	President and Chief Executive Officer
	 	 	 	Date:
	 	4/2/2007	 	 
	Date:
	 	 4/2/2007	 	 	 	 	 	 	 	 






2









 





EXHIBIT A




SERVICES AND COMPENSATION





	1.	 	Contact
	 
	 	 	Consultant’s principal Company contact: Michael Gregoire






	2.	 	Services & compensation






	 	•	 	Services. Sales support (including presentations to potential customers) not to exceed
six (6) working days per calendar quarter.
	 
	 	•	 	Compensation. As compensation for the Services, Consultant will be paid CAD $12,500 at
the end of each calendar quarter following the Effective Date (e.g., March 31, 2007; June
30, 2007; September 30, 2007; and December 31, 2007).
	 
	 	•	 	Consultant will retain use and ownership of the laptop currently assigned to Consultant
during and after the term of this Agreement.
	 
	 	•	 	Consultant will have access to Taleo’s VPN, email servers (with a personally named Taleo
account) and Intranet for the duration of this Agreement.