Master Services Agreement

1.  

Taleo (Europe) B.V. (the “ Customer ”), whose registered office is at Beech Avenue 54-80, 1119 PW, Schiphol-Rijk, VAT No NL 8101.66.859.B.01, the Netherlands; and

2.  

Equinix Netherlands B.V. (“ Equinix Netherlands ”), whose registered office is at Auke Vleerstraat 1, 7521 PE, Enschede, the Netherlands,

I.  

Whereas Taleo Corporation has entered into a Master Services Agreement (“ US Agreement ”) with Equinix Operating Co., (“ Equinix US ”) on April 14, 2006 (Taleo_MSA_v11_clean.doc, Version 8/5/04 as attached to this MSA) in regard of the Services to be rendered by Equinix US as more fully described in the US Agreement.

II.  

Whereas Customer desires to assume the rights and responsibilities in the US Agreement in order to make use of the Services to be rendered by Equinix Netherlands in the data centre at Luttenbergweg 4, 1101 EC, Amsterdam, the Netherlands (the “ Amsterdam Data Centre ”).

III.  

Whereas Equinix Netherlands desires to render Services to Customer in the Amsterdam Data Centre in accordance with the terms and conditions set out in the US Agreement, unless otherwise stated hereinafter in this MSA. If there is any inconsistency between the US Agreement and the MSA, the term of this MSA shall prevail to the extent of any such inconsistency.

IV.  

Unless otherwise defined herein, all capitalized terms used herein shall have the meaning attributed to them in the US Agreement.

1.  

Unless stated otherwise in this MSA, the terms and conditions of the US Agreement are incorporated in this MSA and shall govern the Parties’ contractual relationship constituted under this MSA as of the Effective Date and until such date this MSA expires, terminates, or be replaced by another agreement between the Parties hereto. Any Order within the meaning of Section 2 of the US Agreement shall be referred to herein as Service Order.

2.  

Exhibits B and C to the US Agreement are not applicable to this MSA. An applicable Service Level Agreement for Europe, including the Amsterdam Data Centre, is set out in Attachment 2 to this MSA.

3.  

Section 2(b) of the US Agreement is not applicable to this MSA.  Equinix Netherlands will not provide a Customer Care Website for the Amsterdam Data Centre or elsewhere in Europe. Rather, customer care and support for the Services is obtained by calling the NL ServiceDesk (known in the US as the ERC) which will raise tickets and answer all issues etc. The contact information for the NL ServiceDesk will be given to the Customer as part of the “Welcome Pack” or “Customer User Guide.”

4.  

Notwithstanding anything contained in Section 5 and 6 of the US Agreement, nothing in this Agreement excludes or limits or purports to exclude or limit a Party's liability to the other Party for any willful misconduct, gross negligence or liability under product liability law.

5.  

Notwithstanding Section 9 (n) of the US Agreement, and excluding Customer’s obligations to pay amounts owed under this Agreement, including Service Fees, neither Party will be responsible or in any way liable to the other Party and neither Party will have any termination of other rights, arising out of or relating to any failure by the other Party to perform or any hindrance in the performance of its obligations under this Agreement if such failure or hindrance is directly caused by event or circumstances beyond the non-performing Party's control, including fire, flood, embargo, act of sabotage, terrorism, riot, mandatory

6.  

compliance with any governmental act, regulation or request, act of God or by public enemy; provided that, with respect to Equinix Netherlands, Equinix Netherlands has implemented industry standard measures and safeguards expected of a competent provider of high availability data centre services, including but not limited to, implementation of a fall over back power source, means to address HVAC failures, means to monitor and control access to the Licensed Space, means to handle security breaches at an IBX Center, having backup plans in place in the event of a labor disruption and means to replace hardware in the event of a hardware failure (“ Force Majeure Event ”). If Equinix is unable to provide the Services contemplated herein for more than three (3) consecutive days as a result of a Force Majeure Event, Customer shall have the right to terminate this Agreement