CONSULTING AGREEMENT

Exhibit 99.1

CONSULTING AGREEMENT

     This Consulting Agreement and Exhibits A and B attached hereto (the “ Agreement ”) is made and entered into as of the 15 ^th day of November, 2007 (the “ Effective Date ”) by and between Taleo Corporation, a Delaware corporation located at 4140 Dublin Boulevard, Suite 400, Dublin, CA 94588 (“ Company ” or “TALEO”), and Brad Benson, an individual, (“ 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. DEFINITIONS

(a)

For purposes of this Agreement, the terms below shall have the following meanings:

	(i)		“ Business ” means the business of developing and marketing software and services that improve the processes of recruiting, screening, tracking, placing, retaining, and optimizing human capital, including contingent workers and including the process and concept of performance management and compensation management.
	(ii)		“ Confidential Information ” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, pricing, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts and equipment.
	(iii)		“ Restricted Period ” means the period commencing on the Effective Date and ending one (1) year after the termination or expiration of this Agreement pursuant to Section 9 .

2. SERVICES AND COMPENSATION

(a)

Consultant agrees to perform for the Company the services described in Exhibit A (“ Services ”).

(b)

Company agrees to pay Consultant the compensation set forth in Exhibit A for performing the Services.

3. CONFIDENTIALITY

(a)

Consultant will not, during or subsequent to the term of this Agreement, use Company’s Confidential Information for any purpose whatsoever other than performing the Services on behalf of the Company or disclose Company’s Confidential Information to any third party, and said Confidential Information shall remain Company’s sole property. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Consultant, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor substantially similar to Sections 3 , 4 and 8 of this Agreement. Confidential Information does not include information which (i) is known to Consultant at the time of disclosure to Consultant by the Company as evidenced by written

records of Consultant, (ii) has become publicly known and made generally available through no wrongful act of Consultant or (iii) has been rightfully received by Consultant from a third party who is authorized to make such disclosure. Consultant will not directly or indirectly disclose to anyone the existence of this Agreement, or the fact that Consultant has this arrangement with the Company, without the Company’s prior written approval.

(b)

Consultant agrees that Consultant will not, during the term of this Agreement and the Restricted Period, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with whom Consultant has an agreement or duty to keep in confidence information acquired by Consultant, if any, and that Consultant will not bring onto Company premises any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of Consultant’s work product under this Agreement.

(c)

Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, corporation or entity or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

(d)

Upon the expiration or termination of this Agreement, or upon Company’s earlier request, Consultant will deliver to the Company all of the Company’s property and Confidential Information that is in Consultant’s possession or control, and any copies, reproductions, derivations, or variations thereof in whatever form.

(e)

The Parties agree that disclosure or use of the Confidential Information in violation of this Agreement could cause irreparable harm to Company and the Business. Therefore, to protect Company Confidential Information and for the consideration set forth herein, Consultant agrees to refrain, during the Restricted Period, from (i) engaging in a relationship as a contractor, advisor, board member or employee with one of the following current or potential Taleo competitors or a successor in interest to one of the following entities: Oracle (in a role relating to talent management solutions), SAP (in a role relating to talent management solutions), ADP (in a role relating to talent management solutions), Kronos, Salesforce.com (in a role relating to talent management solutions), Workday, Successfactors, Plateau, Halogen, Workopolis, Kenexa, Authoria, Jobpartners, Vurv, Peopleclick, or Stepstone; or (ii) engaging in any activities which, by their nature, could not be carried out without Consultant disclosing Company Confidential Information, or sharing proprietary details of any Work Product. Consultant further agrees that Work Product created pursuant to this Agreement may not be shared with any third party, whether or not Taleo’s identity or Taleo’s purpose for the work product may be ascertained from the Work Product. In view of Consultant’s access to the Company’s Confidential Information, trade secrets and proprietary know-how, Consultant further agrees that Consultant will not, without Company’s prior written consent, design identical or substantially similar designs as those developed under this Agreement for any third party during the term of this Agreement and the Restricted Period.

4. OWNERSHIP

(a)

The parties agree that all work product and deliverables created by Consultant, at whatever stage of completion and from the moment of creation, including all documents, designs, computer programs, computer systems, data, computer documentation and other materials authored or prepared by Consultant for Company (“Work Product”) shall become the sole and exclusive property of Company and all right, title and interest in such Work Product shall pass to and be retained by Company. Such Work Product shall be considered works made for hire as that term is defined under United States copyright laws. In the event any Work Product does not fall within the specifically enumerated works that constitute works made for hire under the United States copyright laws, Consultant hereby agrees to assign and, upon their authorship or creation, expressly and automatically assigns all copyrights, proprietary rights, trade secrets, and other right, title and interest in and to such Work Product to Company.

(b)

Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, t