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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.
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.
(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
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