AFFILIATE AGREEMENT

This Partner Agreement ("Agreement") is made as of ____________________ ("Effective Date") by and between SuccessFactors, Inc., a Delaware corporation with a principal place of business at 1500 Fashion Island Blvd., Suite 300, San Mateo, California 94404 ("SuccessFactors") and _________________________________, a ______________ corporation with a principal place of business at _______________________________________________________________________________ ("Partner").

WHEREAS, the parties desire to enhance the attractiveness of Partner's products and services by allowing Partner to market the Hosted Service in conjunction with Partner's products and services, and to reward Partner for referrals of prospective SuccessFactors customers and other business generation activities;

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1 "First Year Net Revenue" means, with respect to a particular Opportunity, Net Subscription Revenue actually received by SuccessFactors for that Opportunity over the twelve-month period beginning on the subscription start date of that Opportunity.

1.2 "Net Subscription Revenue" means all amounts actually received by SuccessFactors as Subscription Fees, less any taxes or refunds.

1.3 "Opportunity" means a single, fully-executed and closed order for a subscription to the Hosted Service that, in SuccessFactors' reasonable judgment, satisfies the following:

(i) The order must close within nine (9) months of the referral and be for ten (10) or more users for a committed subscription term that is at least one (1) year.

(ii) The order must be (A) the initial order by a customer who was referred to SuccessFactors by Partner, or (B) an additional order by a pre-existing SuccessFactors customer for a new group of users, which order was independently identified and referred to SuccessFactors by Partner.

(iii) The referred opportunity cannot have been previously submitted (by Partner or another partner) and cannot be one that is or was in SuccessFactors' active sales process at the time of the referral or during the prior 120 days.

(iv) The referred customer must be headquartered in the Territory and cannot be Partner itself or a competitor of SuccessFactors, including those companies listed in Section 5.5.

(v) The referral must be submitted online via the SuccessFactors Partner Sales Portal

1.4 "Partner Category" shall mean SuccessFactors' then current Partner Program categories, as amended from time to time by SuccessFactors in its discretion.

1.5 "Partner Level" shall mean SuccessFactors' then current Partner Program participation levels within a given Partner Category, as amended from time to time by SuccessFactors in its discretion.

1.6 "Partner Program Guide" means SuccessFactors' then current published guide for the SuccessFactors Partner Program setting forth the specific benefits and requirements for each Partner Category and Partner Level, as amended from time to time by SuccessFactors in its discretion.

1.7 "Partner Sales Portal" shall mean SuccessFactors' online portal pursuant to which Reseller shall submit prospective customer leads to SuccessFactors.

1.8 "Referral Fees" means payments made by SuccessFactors to Partner for Opportunities referred by Partner.

1.9 "Subscription Fees" means fees paid by SuccessFactors customers for the Hosted Service, which fees are determined by SuccessFactors in its sole discretion and do not include fees for implementation, configuration, training, premium support, consulting or other professional services.

1.10 "Hosted Service" means the SuccessFactors suite of hosted, on-demand, Web-based services which are made commercially available by SuccessFactors on and after the Effective Date of this Agreement, excluding third party products resold by SuccessFactors.

1.11 "Territory" means the country of Partner's principal place of business above.

2. APPOINTMENT AND RELATIONSHIP

Partner shall be designated as an "Affiliate" as described in the SuccessFactors Partner Program Guide. SuccessFactors hereby appoints Partner as a nonexclusive, independent referral partner for the Hosted Service in the Territory, subject to the terms and conditions of this Agreement. Partner has no authority to conclude sales or commit to pricing or other terms of the Hosted Service or make representations, incur obligations or otherwise act on behalf of SuccessFactors. SuccessFactors may enter into similar arrangements with other companies or firms in the Territory or elsewhere.

3. TERM AND TERMINATION

The initial term of this Agreement shall be one (1) year commencing on the Effective Date. Thereafter, this Agreement shall automatically renew for successive one year terms. Either party may terminate this Agreement at any time for convenience upon thirty (30) days prior written notice. Opportunities submitted prior to the date of termination of this Agreement will qualify for Referral Fees so long as such opportunity closes within nine months after the date of termination.

4. SUCCESSFACTORS' OBLIGATIONS

4.1 SuccessFactors shall pay Partner Referral Fees in accordance with Section 6.

4.2 SuccessFactors shall, in its sole discretion, provide product sales positioning training and materials for Partner's sales and marketing personnel through the SuccessFactors partner portal.

5. PARTNER'S OBLIGATIONS

5.1 Partner agrees to use good faith efforts to refer potential Opportunities to SuccessFactors and introduce SuccessFactors to Partner's installed customer base and prospects as appropriate. Partner will engage in marketing and sales efforts to generate leads for the Hosted Service and incorporate presentation of the Hosted Service into its sales and engagement delivery processes as appropriate and reasonable.

5.2 Partner agrees to assist SuccessFactors during the sales process with customers referred by Partner upon reasonable request by SuccessFactors.

5.3 Any promotional materials Partner may wish to use in its marketing and sales efforts hereunder, aside from unmodified materials supplied by SuccessFactors, must be submitted to SuccessFactors for its prior written approval (not to be unreasonably withheld) at least 60 days prior to use. Partner's marketing, sales and services activities under this Agreement shall adhere to good professional and industry standards, be consistent with SuccessFactors' marketing materials, and not misrepresent the Hosted Service.

5.4 Partner shall advise SuccessFactors within thirty (30) days of commencing any promotion, marketing or distribution of a new product or service that offers similar functionality to the Hosted Service (each a "Competing Product"). Partner shall promote the Hosted Service in a balanced and equitable manner as compared to any existing or new Competing Product. In no event shall Partner's marketing or sales materials or websites disparage the Hosted Service or compare it unfavorably to a Competing Product. Any presentation of the Hosted Service together with a Competing Product, in Partner's marketing or sales materials or on its websites, shall be subject to SuccessFactors' prior written approval. During the term of this Agreement, Partner agrees not to enter into a partnership or similar relationship with any of the following (or their subsidiaries or affiliates): Authoria, Inc.; Cornerstone OnDemand, Inc.; Halogen Software Inc.; KnowledgePoint, a Vurv company; MindSolve Technologies, Inc.; RTIX Ltd.; Saba Software, Inc.; Softscape, Inc.; Taleo Corporation; Vurv Technology; Workscape, Inc.; Workstream Inc.; Workday, Inc. or any other SuccessFactors competitor set forth in SuccessFactors' 10-Q or 10-K filing or of which SuccessFactors provides Partner written notice.

5.5 Partner acknowledges and agrees that SuccessFactors may expand, change the scope or contents of, and/or delete, any terms of benefits offered under the SuccessFactors Partner Program. SuccessFactors will provide Partner with thirty (30) days advance written notice of any changes to the scope, contents and/or benefits offered under the SuccessFactors Partner Program that in SuccessFactor's sole discretion are material. "Written notice" for the purposes of this Agreement may include notice via electronic means such as email.

5.6 Partner shall participate in SuccessFactors's Partner compliance training programs if and when available.

6. REFERRAL FEES

6.1 For each Opportunity which Partner refers to SuccessFactors by Partner hereunder, SuccessFactors shall pay Partner Referral Fees in the amount of seven percent (7%) of First Year Net Revenue for that Opportunity. SuccessFactors reserves the right in its sole discretion to refuse to do business with any prospect or customer. Such payments will be made in U.S. Dollars on a calendar quarterly basis no later than thirty (30) days after the end of the calendar quarter in which SuccessFactors receives payment from the customer for that Opportunity. SuccessFactors will provide a summary report with each payment showing how the payment was calculated.

6.2 To the extent SuccessFactors overpays Partner expected customer payments associated with an Opportunity are not received, or are refunded, SuccessFactors may, at sole discretion, offset such payments against other or future Referral Fee payments. SuccessFactors' right to a refund from Partner with respect to a particular Opportunity shall survive the term of this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Either party may include the other's name and logo in lists of partners. Each party hereby grants the other a nonexclusive, nontransferable, non-sublicensable, royalty-free license to use, in Partner's case, "SuccessFactors" and associated partner logos and, in SuccessFactors' case, Partner's company name and associated logos (collectively, "Marks"), solely in connection with each party's rights and obligations under this Agreement. Any use of Marks must be in accordance with the granting party's reasonable trademark usage policies, with proper markings and legends, and subject to the granting party's prior written approval. The granting party may withdraw any approval of any use of its Marks at any time in its sole discretion. During the period of use, the licensed party shall supply the granting party with specimens of the licensed party's use of the granting party's Marks upon request. If the granting party notifies the licensed party that the licensed party's use of the granting party's Marks is not in compliance with the granting party's trademark policies or is otherwise deficient, then the licensed party shall promptly comply with such policies or otherwise as directed by the granting party. Neither party shall make any express or implied statement or suggestion, or use the other party's Marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services. Each party acknowledges that the other party's Marks are and shall remain Marks of the other party. Neither party shall gain any right, title or interest with respect to the other party's Marks by use thereof, and all rights or goodwill associated with the other party's Marks shall inure to the benefit of the other party.

7.2 SuccessFactors retains all right, title and interest in and to the Hosted Service and all documentation, training, sales, marketing and other materials supplied by SuccessFactors. No rights in the Hosted Service or in such materials are granted to Partner except as expressly provided herein.

8. CONFIDENTIALITY

Neither party shall use or disclose any Confidential Information (defined below) of the other party for any purpose outside the scope of this Agreement, except with the other party's prior written consent. Each party shall protect the other party's Confidential Information in a manner similar to its own Confidential Information of like nature (but in no event using less than reasonable care). In the event of an actual or threatened breach of a party's confidentiality obligations, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the breaching party that other remedies may be inadequate. "Confidential Information" means all proprietary or confidential material or information disclosed orally or in writing by the disclosing party to the receiving party, including the terms and conditions of this Agreement, and all data of SuccessFactors' customers (which shall be deemed Confidential Information of SuccessFactors), that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure; provided, that Confidential Information shall not include any information or material that: (i) was or becomes generally known to the public without the receiving party's breach of any obligation owed to the disclosing party; (ii) was or subsequently is independently developed by the receiving party without reference to Confidential Information of the disclosing party; (iii) was or subsequently is received from a third party who obtained and disclosed such Confidential Information without breach of any obligation owed to the disclosing party; or (iv) is required by law to be disclosed (in which case the receiving party shall give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at disclosing party's expense, should disclosing party wish to contest the disclosure or seek a protective order).

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, subcontractors and affiliates from and against any loss, damage or expense (including reasonable attorneys' fees) incurred in connection with any claims, actions, demands, suits or proceedings (collectively, "Claims") made against the other party by a third party and arising out of a breach by the indemnifying party of this Agreement (including any representation or warranty contained herein).

9.2 The party seeking indemnification shall (i) notify the indemnifying party in writing of any Claim as soon as practicable upon knowledge of same, (ii) give the indemnifying party the opportunity, and full and exclusive authority, to defend, settle or participate in the defense or settlement of the Claim, and (iii) provide to the indemnifying party all reasonable requested assistance (at the indemnifying party's expense); provided, however, that (a) no failure to notify the indemnifying party shall relieve it of its indemnification obligations hereunder except to the extent the indemnifying party can demonstrate detriment attributable to such failure, and (b) the indemnifying party shall not settle any Claim in a way that imposes any obligation or liability on the indemnified party without the indemnified party's prior written consent (which consent will not be unreasonably withheld).

10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

10.1 EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING ITS PRODUCTS AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

10.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR OWED BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT.

11. NOTICES

Notices shall be in writing and effective upon receipt. Notices to SuccessFactors shall be addressed to its General Counsel at the address stated in the preamble or by facsimile or email as follows: 650-645-2099 (fax) or contracts@successfactors.com (email). Notices to Partner shall be addressed as follows: _________________________________________________________________________.

12. MISCELLANEOUS

Neither party shall engage in any publicity regarding this relationship, including by means of press releases, advertising or other means, without the other party's prior written consent. The parties are independent contractors and not franchisees, partners, employees, joint venturers, or agents. This Agreement represents the entire agreement of the parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted. To the extent of any conflict between the body of this Agreement and any schedules or attachments hereto, the body of this Agreement shall prevail unless expressly stated otherwise. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld), however, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. The parties shall comply with all applicable laws and regulations in their performance hereunder including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 as well as all obligations as outlined in the then-current Partner Program Guide as designated for Affiliates. This Agreement and any claims related thereto shall be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the courts located in San Mateo County, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. This Agreement may be executed by facsimile and in counterparts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date: