Salesforce.com 2010 Annual Report Download - page 174

CONFIDENTIAL TREATMENT REQUESTED
*** 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.
31.12 Fees and Other Expenses. Except as may be expressly provided otherwise in this Agreement, each Party shall pay its own fees and
expenses in connection with this Agreement.
31.13 Partial Invalidity. If any portion of this Agreement as applied to either Party or to any circumstances shall be adjudged by a court to be void
or unenforceable, such portion shall be deemed severed from this Agreement and shall in no way effect the validity or enforceability of any remaining portion
of this Agreement.
31.14 Successors and Assigns. Subject to the provisions of Paragraph 26 above, this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the Parties.
31.15 Independent Counsel. Buyer and Seller each acknowledge that: (a) they have been represented by independent counsel in connection with
this Agreement; (b) they have executed this Agreement with the advice of such counsel; and (c) this Agreement is the result of negotiations between the
Parties and the advice and assistance of their respective counsel. The fact that this Agreement was prepared by Seller's counsel as a matter of convenience
shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller's counsel prepared
this Agreement in its final form.
31.16 Deadlines. If the last day of any period to give notice, reply to a notice, or undertake any other action under this Agreement occurs on a
Saturday, Sunday, or state holiday, then the last day for such action shall be the next succeeding day that is not a Saturday, Sunday, or state holiday.
31.17 Extension of Time. A delay in the completion of any obligation under this Agreement as a result of an Unavoidable Delay shall extend the
deadline for completion of such obligation for the period of the Unavoidable Delay, provided that (a) if the Party seeking to rely upon such provisions shall
fail to give notice to the other Party of such Unavoidable Delay and the cause or causes thereof, to the extent known, within three (3) business days after
obtaining knowledge of the beginning of the delay, the period of any Unavoidable Delay shall be reduced for the period of time prior to the delivery of such
notice, (b) the period of any Unavoidable Delay shall also be reduced by any portion of such delay resulting from the failure of the Party claiming the
Unavoidable Delay to act diligently and in good faith to avoid foreseeable delays in performance, and to remove the cause of the delay or to develop a
reasonable alternative means of performance, and (c) the total extension for all Unavoidable Delays shall not exceed sixty (60) days.
31.18 Entire Agreement. This Agreement, the Inspection Agreement, and the CNDA supersede any prior agreements, negotiations, and
communications, oral or written, including the Letter of Intent dated August 13, 2010, and any other letter of intent or memorandum of understanding
previously executed by the Parties to this Agreement (if any), and contains the entire agreement between Buyer and Seller as to the subject matter of this
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