SEC Info - Cornerstone OnDemand Inc - IPO: ‘S-1’ on 9/28/10

2.5	Equinix reserves the right to automatically increase the Monthly Recurring Charges in line with the retail prices index on the first of January each year.

2.6	In addition to its rights under the terms of Clause 2.5 above, Equinix reserves the right to automatically increase the Power Charges of the first of January and first of July each year in line with any reasonable and evidenced increases in its direct electrical supply costs.

3.	Data Protection

3.1

The Customer acknowledges that Equinix, Equinix Parties and their respective agents will, by virtue of the provision of Services, come into possession of Customer Data. The Customer warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Customer Data as described in this Clause 3.

3.2	Equinix shall implement appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against other unlawful forms of processing.

3.3

The Customer acknowledges and agrees that Equinix, Equinix Parties and their respective agents may use, process and/or transfer Customer Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information): (i) in connection with the provision of Services; (ii) to incorporate Customer Data into databases controlled by Equinix or Equinix Parties for the purpose of account administration, billing and reconciliation, operational maintenance and support activities, fraud detection and prevention, and customer and market analysis and reporting, and (iii) to communicate to the Customer by voice, letter, fax or email regarding products and services of Equinix or Equinix Parties. The Customer may withdraw consent for such use, processing or transfer of Customer Data as set out in (iii) above by sending written notice to Equinix in accordance with the prescribed form, available from Equinix on request. The Customer acknowledges that it has right to access Customer Data upon written notice and have any agreed errors in such Customer Data rectified.

3.4

For the purposes of this Clause 3, “Customer Data” shall mean data containing personal and/or private information of the Customer, its agents or employees or any authorised user of the Services (including Sub-Licensees) and its agents or employees, or other similar such data provided to or obtained by Equinix in connection with the provision of Services, and whose use, processing or transfer of such data is regulated by law or regulation as “personal data” where Equinix, Equinix Parties or their respective agents come into possession of such Customer Data.

4.	Non-Solicitation

Neither Party shall, during the Term or for 12 months thereafter, solicit or entice away or endeavor to solicit or to entice away or assist any other person whether by means of the supply of names or expressing views on suitability or otherwise howsoever solicit or entice away from the other Party any employee of the other Party or person contracted to tender services to the other Party.

5.	Modifications to the General T&Cs. The terms and conditions set out in the General T&Cs are incorporated by reference into this MSA, with the following modifications:

5.1	The first sentence of section 4(e) of the General T&Cs is stricken.

5.2	Notwithstanding anything to the contrary in Section 6(a) of the General T&Cs, the cure period for payment breaches shall be 30 days, not 10 days, meaning “(ten (10) days in the case of a failure to pay Service Fees)” shall to deleted from this MSA.

5.3	In Section 6(b) of the General T&Cs it is agreed that the reinstatement fee shall not exceed a sum of $500 or the equivalent local currency.

5.4	In section 6(c) of the General T&Cs, termination may only occur upon 30 days prior written notice and so the words “thirty (30) days’ prior” shall be added before “written notice” and “immediately” shall be deleted from this MSA.

5.5	The last sentence in Section 8(b) of the General T&Cs is stricken from this MSA.

5.6

In section 9(e) of the General T&Cs, it is additionally agreed that if Equinix purports to assign the Agreement to a company that is a direct competitor of the Customer, being another software company with the same or substantially similar product focus as the Customer, then the Customer may elect, upon written notice to Equinix, to terminate the Agreement with no further liability to Equinix, and provided that the Customer must exercise that right to terminate

the Agreement within 30 days of receipt of a notice of the purported assignment of the Agreement from Equinix to the competitor.

5.7	Notwithstanding anything to the contrary in Section 9(g) of the General T&Cs, the following descending order of precedence will apply to this MSA:

the Order;

any Attachments to the Master Services Agreement;

the Master Services Agreement;

the Service Level Agreement;

the Policies; and

General Terms and Conditions.

5.8

In addition to the provisions of Section 3 of the General T&Cs, the Customer agrees to comply at all times with the Policies in relation to access to the IBX Centre and access and use of the Licensed Space, including but not limited to the Secure Data Centre Access Procedure. With regard to the Secure Data Centre Access Procedure, for as long as the Customer Equipment is the subject of an equipment leasing contract between the Customer and a leasing company, the Customer shall ensure that an authorized representative of the leasing company shall be identified on the Secure Data Centre Access Procedure.

5.9

Notwithstanding the provisions of Section 4 or 5 of the General T&Cs or any other provision of this Agreement, nothing in this Agreement excludes or limits or purports to exclude or limit the liability of Equinix for: (a) death or personal injury resulting from negligence; or (b) for any damage or liability incurred by Customer as a result of fraud or fraudulent misrepresentation by Equinix; or (c) for any liability incurred by Customer as a result of any breach by Equinix of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

5.10	Further to Section 10(h) of the General T&Cs, no person who is not a Party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with English law. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales for the purpose of hearing and determining any dispute arising out of this Agreement and for the purpose of enforcement of any judgment against their respective assets.

For the avoidance of doubt, this MSA shall in no way affect any orders for services provided by any other Equinix Company to any other Customer Company. Furthermore, Equinix and Customer acknowledge that the terms and conditions contained in this MSA are not binding upon any other Equinix Company, other than Equinix, or Customer Company, other than Customer, and that no other Equinix Company or Customer Company is required to agree to any of the terms and conditions set out in this MSA.

8.	No variation to this Agreement shall be effective unless made in writing and signed by both the Parties.

9.	This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

10.

Notwithstanding anything to the contrary in the Equinix Service Level Agreement or any other part of the Agreement, if there is: (i) a “chronic service outage” in that there is a failure to meet the Service Level Agreement leading to the payment of a Service Credit thereunder on 3 separate occasions in a consecutive 3 month period; or (ii) a “catastrophic failure” in that there is a failure to meet the Service Level Agreement leading to the payment of a Service Credit that on any one occasion lasts for more than 8 continuous hours, and such “chronic service outage” or “catastrophic failure” is due to an act or omission of Equinix, including without limitation, inadequate provision of power, cooling, and/or flood/fire preventive measures, then Customer may elect, upon immediate notice to Equinix, to terminate the Agreement with no further liability to Equinix, provided that the Customer itself is not in breach of the Agreement and that the Customer must exercise that right to terminate the Agreement within 30 days of the end of the event that gives rise to the termination right.

11.

During regular business hours and no more frequently than once in any consecutive 12 month period, at Customer’s sole expense and on a mutually agreed upon date (which shall be no less than 10 business days after written notice from Customer), time, location and duration, representatives of the Customer or its third party representatives responsible for SAS 70 compliance matters may perform a confidential audit of the relevant IBX Centers for the sole purpose to enable the Customer to verify that the Customer is in a position to comply with its own SAS 70 audit requirements, and subject to reasonable postponement by Equinix upon Equinix’s request, which postponement shall

not exceed 10 business days. Customer agrees that (i) such an audit shall not adversely affect other customers of Equinix or Equinix’s operation of the IBX Center; (ii) the Customer and its third party representatives shall comply with Equinix’s Policies during such audit; and (iii) Customer shall ensure that any third party representatives treat all of Equinix’s Confidential Information disclosed to such third party representatives as a result of such audit in the same manner Customer is required to treat such Confidential Information. Any audit provided for in this Clause 11 shall only consist of a visit to the IBX Center and/or the Customer and its third party representatives review of Equinix’s regularly-prepared records regarding the operation of the relevant IBX Centers.

Executed as an Agreement, which shall not take effect until signed by both Parties below.

Customer		Equinix
The person signing below hereby warrants and represents to have full authority to execute this Agreement on behalf of the Customer.		The person signing below hereby warrants and represents to have full authority to execute this Agreement on behalf of Equinix.

Signature:

By: /s/ Perry A. Wallack

Signature:

By: [illegible]

Name:

Perry A. Wallack

Name:

Title:

CFO

Title:

Senior Director

Address For Notices:				Address for Notices:

Attention: Legal Department Cornerstone OnDemand, Inc. 1601 Cloverfield Boulevard, Suite 620 Santa Monica, California 90404 United States				Managing Director Equinix (UK) Limited 2 Buckingham Avenue Slough Trading Estate Slough SL1 4NB United Kingdom

Fax: +1 (310) 752-0143 Email:				Fax: +44 (0)1753 828 835 Email: As advised by Equinix from time to time. with a copy to : Vice President, Legal Equinix Group Limited 51-53 Great Marlborough Street London W1F 7JT United Kingdom Fax: +44 (0)20 7534 2133 Email: As advised by Equinix from time to time.

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Cornerstone OnDemand Inc – IPO: ‘S-1’ on 9/28/10 – ‘EX-10.18’

On: Tuesday, 9/28/10, at 7:52pm ET · As of: 9/29/10 · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1144204-10-51365 · File #: 333-169621

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Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
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‘EX-10.18’ — Material Contract

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