Salesforce.com 2008 Annual Report Download - page 100

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EXHIBIT 10.10
RESOURCE SHARING AGREEMENT
This Resource Sharing Agreement (the "Agreement") is made as of January 29, 2009 (the "Effective Date"), by and between salesforce.com, inc.
("SFDC"), a Delaware corporation, having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105,
salesforce.com foundation (the "Foundation"), a California nonprofit public benefit corporation, having its principal place of business at The Landmark @
One Market, Suite 300, San Francisco, California 94105, and salesforce.org (the "Enterprise"), a California nonprofit public benefit corporation, having its
principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105 (each individually, a "Party," and collectively, the
"Parties").
RECITALS
A. The Foundation is a non-profit entity, exempt from income tax under Internal Revenue Code §501(c)(3) and corresponding provisions of state law, and
is classified as a public charity under Internal Revenue Code §509(a)(1).
B. The Enterprise is a non-profit entity, exempt from income tax under Internal Revenue Code §501(c)(4) and corresponding provisions of state law.
C. SFDC, and its employees, are the primary contributor to the Foundation. SFDC provides certain office space, furniture, equipment, facilities, services
and other resources (collectively, the "Resources") to the Foundation.
D. SFDC is the primary contributor to the Enterprise through the Reseller Agreement of even date herewith between SFDC and the Enterprise. SFDC also
provides Resources to the Enterprise.
E. The Foundation and the Enterprise expect to share Resources in the course of their activities.
F. The Parties desire to enter into a contractual relationship regarding their relationship, including their sharing of the Resources within the United States,
it being understood that the Parties or their affiliates have entered or will enter into separate contractual relationships regarding their respective
relationships, including their sharing of resources, in other countries and/or regions.
NOW, THEREFORE, the Parties agree as follows:
1. Employees. To the extent feasible, each Party shall hire, compensate, supervise, discipline, and discharge its own full-time and part-time employees, who
shall be under the sole control and ultimate supervision of its own board of directors. Part-time employees of any Party may also be part-time employees of
another Party. Full-time employees of SFDC may from time to time perform services for the Foundation or the Enterprise. Neither the Foundation nor the
Enterprise shall be required to reimburse SFDC for such services.