Master Purchase Agreement

Exhibit 10.2

This Master Purchase Agreement is made as of February 14, 2006, 2006 (“Effective Date”) between SUN MICROSYSTEMS, INC., a Delaware corporation with its address at 4150 Network Circle, Santa Clara, CA 95054 (‘Sun”) and Rainmaker Systems, Inc., a Delaware corporation with its address at 900 East Hamilton, Suite 400, Campbell, CA 95008(”Supplier”).

1. Scope.

1.1 Entire Agreement. The Exhibits, Attachments, Purchase Order(s), Statement(s) of Work and such other documents attached to or referred to herein (the “Ancillary Documents”), together with this Master Purchase Agreement constitute the parties’ entire agreement relating to its subject matter (collectively, “Agreement”). This Agreement cancels and supersedes all prior and contemporaneous oral and written communications between the parties and prevails over any conflicting or additional terms contained in any such document or communication between the parties relating to its subject matter. The Exhibits that are part of this Agreement as of the Effective Date are the ones checked below:

The following Attachments are made a part of and are hereby incorporated by reference to this Agreement:

Attachment I — Contractor Travel Guidelines;

Attachment 2— invoicing Requirements;

Attachment 3— Worker Confidentiality and Assignment Agreement; and

Attachment 4— Change Order Form.

1.2 Modifications. During the Term, the parties may add one or more additional Exhibits or other Ancillary Documents to this Agreement and otherwise modify this Agreement by mutual written agreement or as otherwise expressly provided herein. No contrary or additional pre-printed terms contained in any form quote, purchase order, statement of work, acknowledgment, or other correspondence or writing by either party shall in any way modify or alter the terms of this Agreement unless in writing and manually signed by each part/s authorized representative with reference to this Agreement.

1.3 Order of Precedence. In the event of a conflict between the documents comprising this Agreement, the order of precedence and control shall be: (a) this Master Purchase Agreement; (b) the Attachments; (c) the Exhibit(s); (d) Change Order(s); (a) Statement(s) of Work or Purchase Order(s) (subject to Section 1 .2); and (f) other documents. Notwithstanding the foregoing, if an Exhibit expressly states that one or more of its terms shall apply despite contrary language in this Master Purchase Agreement, then such term or terms of the Exhibit shall control with respect to the Deliverables provided pursuant to such Exhibit.

2. Definitions. In addition to other terms defined in this Agreement the following terms have the following meanings:

1. “Acceptance” means Sun’s -written confirmation of its satisfactory testing, evaluation and/or inspection of Deliverables pursuant to criteria set forth by the applicable Ancillary Documents such as a Statement of Work.

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2. “Affiliated company” means, in relation to either party entity: (a) which is owned 50% or more by that party; or (b) over which that party exercises management control: or (c) which is under common control with that party; or (d) which owns 50% or more of that party’s voting securities. For the purposes of the foregoing, control means the right to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

3. “Applicable Laws” means all applicable laws, statutes, regulations, rules and ordinances.

4. “Change Order” means a change order document in the form attached hereto as Attachment 4, which when manually signed by authorized representatives of both parties, modifies a Statement of Work or the terms of any Purchase Order pursuant to Section 3.3 of this Agreement.

5. “Confidential Information” means Sun Confidential Information, Supplier Confidential Information, or both, as required by context.

6. “Deliverables” means all of the applicable Hardware, Software, Documentation, Services and any other work products, milestones, technologies, original works, documents, information, things, designs, designations, discoveries, inventions, data whether in computer readable form or otherwise, methods, formulae, tools, computer programs (including source code) and any other items to be delivered by Supplier to Sun pursuant to this Agreement.

7. “Documentation” means all documentation or reference materials relating to or associated with items provided by Supplier to Sun under this Agreement whether currently existing or created in the future, and whether in written or electronic form, including without limitation any specifications, technical manuals, user manuals, training materials and consulting materials.

8. “Hardware” means any or all of the following provided by Supplier to Sun, as applicable: (a) equipment manufactured by Supplier; (b) any equipment manufactured by an original equipment manufacturer as may accompany or be integrated into the equipment manufactured by Supplier; and (c) equipment manufactured by Supplier’s Affiliated Companies or a Third Party which Supplier has the right to resell and provide to customers.

9. “Intellectual Property Rights” means all worldwide common law or statutory (a) patents, patent applications, and patent rights; (b) rights associated with original works, authorship, moral rights, copyrights and all its exclusive rights; (c) rights relating to the protection of trade secrets and confidential information, (d) rights associated with designs, industrial designs, and semiconductor design: (e) rights analogous to those set forth above and any and all other industrial or intellectual property rights; and (f) registrations, divisionals, continuations, continuations-in-part, renewals, reissues, reexaminations, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired. Intellectual Property Rights excludes Trademarks (as defined below).

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

10. “Invoice” means any undisputed invoice issued by Supplier consistent with the provisions of Attachment 2 with reference to this Agreement and an applicable Purchase Order number.

11. “Purchase Order” means any valid purchase order issued by Sun with reference to and consistent with this Agreement requesting any Deliverables from Supplier, and specifying the Deliverables’ type, quantity, purchase price, delivery dates and delivery location.

12. “Services” means any service, labor, engineering, programming, management assignment, project, consulting, development, work and any other activity performed by Supplier pursuant to a Statement of Work.

13. “Software” means Supplier’s programs, codes, algorithms, development tools, formulae, libraries, computer programs or applications (whether in source or object code), and any other licensed products and accompanying Documentation provided by Supplier to Sun.

14. “Specifications” means all applicable functional, operational, and other performance requirements, specifications and standards set forth or referenced in applicable Documentation or an applicable Ancillary Document.

15. “Statement(s) of Work” or “SOW(s)” means a document authored and for approved by Sun, usually labeled “Statement of Work,” that describes the Services, including as applicable, a description of Deliverables that Supplier will provide to Sun under this Agreement.

16. “Subcontractors” mean Third Parties retained by Supplier to perform all or portions of the Services as permitted by this Agreement.

17. “Sun Confidential Information” means any and all: (a) confidential or proprietary information which is disclosed to or made available to Supplier, which Supplier creates on behalf of Sun, or which Supplier otherwise becomes aware of, pursuant to this Agreement including but not limited to documents relating to observations by Supplier; (b) information regarding Sun’s technology, strategy, operations, internal corporate information, business organization, finances, dealings, transactions or affairs, customers, sources of supply, personnel, methods and procedures; (c) Deliverables (excluding Supplier Pre-existing Work); and (d) the terms, conditions and existence of this Agreement. Without limiting the foregoing, Sun Confidential Information includes confidential information relating to but not limited to Sun’s processes, specifications, methods, designs, formulae, technology, trade secrets, know how, systems, methods and any information contained in any Sun documentation, guides, or computer software or any information maintained in computer readable format

19. “Supplier Confidential Information” means confidential or proprietary information disclosed in writing or other tangible means by Supplier to Sun pursuant to this Agreement and conspicuously identified or marked as confidential or proprietary information, which

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

may include Supplier’s processes, specifications, methods, designs, formulae, technology, trade secrets, know how, systems, methods and any information contained in any Supplier documentation, guides, or computer software or information maintained in computer readable format Supplier Confidential Information excludes Sun Confidential Information.

20. “Supplier Pre-existing Work” means Supplier’s (or, if applicable, its suppliers or licensor’s) products, services, technologies, original works, documents, information, things, designs, designations, discoveries, inventions, data whether in computer readable form or otherwise, methods, formulae, tools, computer programs (including source code) and other items that are possessed, used, made, created, authored, conceived, invented, disclosed or developed by Supplier prior to the Effective Date or not covered by another agreement between Sun and Supplier, as evidenced by contemporaneously produced documentation provided to Sun in the event of a dispute. Supplier Pre-existing Work includes such Hardware, Software and Documentation that the Supplier does not make, create, conceive, invent or develop pursuant to this Agreement.

21. “Term” means the duration for which this Agreement is in effect as set forth in Section 14.1.

22 “Third Party” means parties or entities other than Sun, its employees and contractors, Sun’s Affiliated Companies, or Supplier or its employees.

23. “Trademarks” means worldwide common law or statutory rights related to the possession, use or exploitation of signs, trademarks, service marks, trade dress and related goodwill,

24. “Workers” means all individuals, Subcontractors and Subcontractors’ employees provided by Supplier to perform Services or provide or develop Deliverables.

3. Performance of Obligations.

3.1 Purchase Orders. Sun may from time to time purchase Deliverables from Supplier by issuing a Purchase Order setting forth the Deliverables to be provided. Supplier shall use all commercially reasonable efforts to accept each such Purchase Order by acknowledging acceptance in writing to Sun or by commencing performance under the Purchase Order with written notice to Sun, in either case within ****after issuance of a Purchase Order. If Supplier does not notify Sun of its rejection in writing within such time period the Purchase Order shall be deemed accepted. Prior to issuance of the Purchase Order, Sun may provide Supplier with requests for proposals or quotes (“RFP(s)” or (“RFQ(s)” or other documentation or communication, soliciting a quote from Supplier. Notwithstanding any such document Sun will only be committed to purchase Deliverables, and Supplier will only be committed and authorized to provide Deliverables, when Sun has tendered and signed a SOW or Purchase Order to Supplier in accordance with this Agreement. Supplier acknowledges and agrees that time is of the essence with respect to all provisions of this Agreement including any Ancillary Document, that specifies a time for Supplier’s performance or delivery.

3.2 Affiliate Purchases. Sun’s Affiliated Companies may issue Purchase Orders pursuant to this Agreement to Supplier, and Supplier agrees to honor such Purchase Orders as if placed by Sun. Supplier acknowledges and agrees that (a) the terms and conditions of this

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Agreement shall fully apply with respect to such Purchase Orders with an Affiliated Company being considered by Sun” for such purposes, and (b) each such Affiliated Company shall be solely responsible with respect to its own Purchase Orders and Supplier will look solely to such Affiliated Company for payment and fulfillment of other obligations of such Affiliated Company pursuant to such Purchase Orders,

3.3 Change Orders.

3.3.1 Issuance of Change Order. From time to time, Sun may issue Change Orders. No modified fees, performance requirements, or other changes to a SOW or Purchase Order shall be deemed effective unless embodied in a Change Order duly issued by Sun, and accepted by Supplier as provided in this paragraph. Supplier will not undertake any changes in any Deliverables-without a Change Order. The modified terms set forth in an applicable Change Order will be deemed effective ****after Supplier’s receipt of such Change Order unless, within such time period, Supplier notifies Sun in writing that Supplier does not accept such Change Order as written, and specifies alternate pricing, delivery dates, or other terms that the Supplier would propose in order to accept such Change Order. In such event, Sun and Supplier will promptly negotiate any open Issues in good faith, and if agreement is reached Sun will issue a revised Change Order confirming the parties’ agreement. If, after such negotiations, Sun and Supplier do not reach agreement on the Change Order, the applicable Statement of Work or Purchase Order shall remain unchanged unless and until another Change Order is issued and agreed to by the parties, or Sun cancels the Purchase Order pursuant to Section 3.4 below.

3.3.2 Chances Due to Delays. With respect to any Services provided under this Agreement as set forth in an applicable SOW, in the event that Supplier anticipates at any time that it will not reach one or more milestones, or complete one or more Services, within the prescribed timetable or budget due solely to the fault of Sun, Supplier shall immediately so inform Sun by written notice which explains the reason for the change, and submit proposed revisions that reflect Supplier’s best estimates of achievable timeframes or budget using reasonable efforts. The parties will cooperate in good faith to agree to acceptable terms for a Change Order to be issued by Sun, as described above, which will include any necessary corresponding adjustments to payments and other terms. In no event shall Supplier exceed funding levels authorized by Sun without a Change Order.

3.4 . ****

3.5 Workers.

3.5.1 Supplier Responsibility. Supplier will be solely responsible for paying Workers for Deliverables and will pay such Workers promptly (including reimbursing all agreed-upon expenses), and in accordance with all Applicable Laws, including without limitation state and federal wage and hour laws.

3.5.2 No Sun Benefits. Irrespective of how Supplier is compensated by Sun, it is the intent of the parties that no Worker will be eligible for any Sun-sponsored benefits, including, but not Limited to, paid vacation, sick leave, medical insurance, employee stock purchase plans, bonuses, awards or 401k participation.

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

3.5.3 Worker Removal. Sun may at any time, with or without cause, require Supplier to remove any Worker from Sun’s premises or to otherwise replace a Worker assigned to perform Services. Sun’s sole liability and responsibility in connection with the replacement or removal of a Worker will be to pay Supplier for Services actually performed by Worker. Supplier shall not interpret Sun’s request for removal from Sun’s premises as a request for Supplier to discipline or discharge the Worker.

3.5.4 No Hire Agreement. During the term of the Agreement, including any extensions thereof, and for a period of 1 year after the termination of this Agreement, either party will solicit employment of or employ directly or indirectly, any employee of the other party who was or is an employee at any time during the term.

3.5.5 Worker Training and Qualification. Supplier shall provide normal and customary supervision and training for its Worker to assure competent performance of the Services. Supplier shall be responsible having its Workers use means, methods, techniques, sequences and procedures of work (whether by act or omission) consistent with the terms of this Agreement and industry best practices for the Services being provided hereunder. Supplier shall enforce strict discipline and good order among its Worker at all times. Supplier shall only employ Workers that are duly fit, skilled and qualified for each position.

3.6 Use of Subcontractors, Unless otherwise stated in an Ancillary Document Supplier may use Subcontractors in the performance of Supplier’s obligations pursuant to this Agreement If Sun determines, in good faith, that the Subcontractor does not qualify as an independent contractor under federal or state income tax laws, Supplier may hire the Subcontractor as an employee or refer the Subcontractor to a Sun approved payroll service as a condition of utilization of the Subcontractor. Notwithstanding any of the foregoing, (a) Supplier shall remain fully and solely responsible and liable for proper performance of all Supplier obligations under this Agreement, and (b) Supplier shall ensure that all such Subcontractors are informed of and agree in writing to comply with all applicable terms and conditions of this Agreement. Sun shall have the right to require, pursuant to the applicable Exhibit or other Ancillary Document, that Subcontractors execute any other appropriate documentation as may be requested by Sun prior to any use of such Subcontractor by Supplier.

3.7 Delivery Terms. Delivery shall occur upon Sun’s actual receipt from Supplier of the Deliverables, which Supplier will deliver to Sun pursuant to the timetables set forth on an applicable Purchase Order or SOW, pursuant to Sun’s written instructions. ****

3.8 Quality Assurance; Acceptance Procedures. All Services are subject to regular reviews and inspection by Sun both during Seller’s performance of such Services and after completion thereof (“Quality Assurance.). Sun may conduct such Quality Assurance inspections and reviews of the Services at any time, with or without notice. The parties acknowledge and agree that the Quality Assurance performed by Sun shall not be a substitute for Supplier’s own obligation to maintain its internal quality control and quality assurance review and inspections by Supplier. The parties further acknowledge that Sun’s failure to conduct any Quality Assurance inspections or reviews shall not constitute a waiver thereof or acknowledgment thereby that Supplier’s Services are in conformance

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

with this Agreement, including any Ancillary Document. During the term of this Agreement, Supplier shall maintain its own quality assurance and internal control systems in order to ensure that all Services are performed in accordance with this Agreement. ****

4. Invoices. All correspondence from Supplier regarding this Agreement must reference this Agreement and the applicable Purchase Order number. All Invoices and reimbursements are subject to the terms and conditions set forth in the attached Contractor Travel Guidelines and Invoicing Requirements and, without limiting the same, will be subject to adjustment by Sun for: (a) errors, shortages, and/or rejected Deliverables, and (b) the amount of all good faith claims for amounts due to Sun by Supplier relating to this Agreement. All Invoices shall itemize all charges in reasonable detail for Sun to audit Invoices and Purchase Orders against Deliverables.

5. Payment Terms.

5.1 Prices and Fees. All prices and fees shall be explicitly set forth in either an Exhibit or Statement of Work or Purchase Order. Prices and fees may not be changed: unless otherwise agreed to in writing by Sun or set forth pursuant to procedures in the applicable Ancillary documents (including as a result of a Change Order) or as set forth below. If, during the Term reduced prices are put into effect by Supplier for Services being provided to Sun, Supplier shall provide such reduced pricing to Sun and apply such reduced prices to any of Sun’s purchases not yet delivered and to all subsequent purchases by Sun under applicable Statements of Work or Purchase Order Sun will only reimburse Supplier’s travel related expenses which comply with the Contractor Travel Guidelines.

5.2 Payment.

5.2.1 Terms of Payment. Sun’s payment will be ****from receipt of Supplier’s Invoice by Sun’s Accounts Payable Department, ****. –All payments issued by Sun will be made by electronic funds transfer (“EFT), which Supplier hereby agrees is an acceptable method of payment. ****

5.2.2 ****

5.3 Disputed Payments. Any disputed invoice is subject to the Invoicing Requirements and will be settled pursuant to the procedures set forth therein.

5.4 Taxes.

5.4.1 Tax Responsibilities. Supplier will solely be responsible for payment of all federal, state and local taxes due as a result of the performance of Services or the provision of Deliverables under this Agreement except as otherwise provided in this paragraph. Supplier will report as income all compensation received hereunder. Supplier represents and warrants each Worker, except Subcontractors permitted under Section 3.6, has executed a Federal W-4 Withholding Allowance Certificate and an equivalent state personal income tax withholding form (if required). Supplier will issue and file an accurate Form W-2 Withholding Allowance Certificate and an equivalent state personal income tax withholding form (if required). Supplier will issue and file accurate Form W-2 Wage and Tax Statements annually for each employee Worker and Form 1099 Statements for each Subcontractor. In no event will Sun be liable to pay sales or use tax in connection with any Deliverables unless Sun has agreed in writing to be liable for such taxes and such taxes are separately stated on Supplier’s Invoice.

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

5.4.2 Structure of Transaction. To the extent legally permissible, the parties agree to utilize reasonable efforts to minimize Sun’s liability for taxes and to structure the provision and receipt of Deliverables, as the case may be, in such a fashion as to minimize any sales, use, value added, withholding and similar taxes payable by Sun.

6. Compliance.

6.1 Sun’s Policies and Procedures. In connection with this Agreement, Supplier shall comply with and cause its Workers to comply with all of Sun’s policies and guidelines as delivered or made available by Sun to Supplier, including each of the following without limitation:

(a) Sun’s security policies available by website at http://www.sun,comfservjce/sunpslsecuritv/securitypolicyservices.html:

(b) Sun’s privacy policies available by website at http://www.sun.com/privacy

(c) Sun’s Contractor Travel Guidelines attached hereto as Attachment 1;

(d) Sun’s trademark policies available by website at http://www.sun.com/policies/trademarks and

(e) Sun’s standards of business conduct available by website at http://www.sun.com/index.html.

From time to time, Sun may update, modify or alter each of the foregoing policies and therefore it is the sole responsibility of Supplier to regularly visit such websites and/or review such policies in order to ensure its and its Workers’ compliance with Sun’s most current policies and guidelines. If such policies are only available in physical form, Sun agrees to deliver physical copies of such policies to Supplier, upon Supplier’s request.

6.2 Compliance with Laws.

6.2.1 Applicable Laws. In connection with the performance of this Agreement, Supplier shall obtain all required permits and licenses and comply with, and cause its Workers to comply with, all Applicable Laws, including, but not limited to: (a) laws related to employee health and workplace safety; (b) laws related to income tax withholding; (c) laws related to non-immigrant workers’ visas; (d) all US. and foreign import and export laws and regulations (as further provided in Section 6.3); (e) laws related to discrimination, harassment privacy and other prohibited practices in employment; (f) laws related to public health and safety and protection of the environment or use of hazardous materials; (g) laws related to work permits, training1 licensure, or professional certification; and (h) laws requiring permits for specific work or services. Supplier will comply with the provisions of the Equal Opportunity Clause set forth in 41 CFR 60-1.4(a) and Executive Order 11246 (as amended). In connection with this Agreement Supplier further agrees that it shall not discriminate in any manner against any individual because of race, religion, national origin, color, age, sex, sexual orientation, marital status, pregnancy, physical or mental disability, veteran status, or any other classification protected by applicable local, state or federal employment discrimination laws. Supplier and its Workers shall do nothing to cause Sun to be in breach of any Applicable Laws.

[****]=Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

6.2.2 Immigrant Workers. Supplier will only assign Workers who have a current legal right to (a) work in the country where they will be assigned and (b) work with respect to the Deliverables to which they will be assigned. Supplier assumes all responsibility for compliance with immigration laws and other Applicable Laws, including export control laws, with respect to the Workers it assigns pursuant to this Agreement. Supplier shall verify the identity and work authorization of each of its Workers, and shall keep a record of that verification for audit by Sun.

6.3 Export Control. The parties acknowledge and understand that the Deliverables may be subject to regulation by agencies of the U.S. Government including the Department of State and Department of Commerce, and/or any foreign government or regulatory body, which prohibit export or diversion of certain technical products, data or services (“controlled technologies”) to certain individuals or countries. This prohibition includes providing or giving access to such controlled technologies (including without limitation such items that have been identified by the US. Export Administration Regulations and the International Traffic in Arms Regulations. The parties acknowledge that providing controlled technologies to certain foreign nationals located in the United States may be deemed by the U.S. Government as equivalent to exporting that controlled technology to a foreign country, including embargoed or restricted countries (‘Prohibited Foreign Nationals”). The parties shall comply in all respects with all export and re-export restrictions applicable to the Deliverables. Supplier shall obtain all necessary licenses to export, re-export, or import any information received from Sun as may be required under App