Salesforce.com 2010 Annual Report Download - page 292

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.
address shall be given by written notice in the manner detailed in this Paragraph. Rejection, refusal to accept (including, but not limited to, intentionally
disconnecting one's telecopy or facsimile machine or otherwise preventing the receipt of a Notice sent by telecopy or facsimile), or the inability to deliver
because of a changed address of which no Notice was given shall be deemed to constitute receipt of the Notice sent.
25. Brokers. Seller shall cause to be paid to Seller's Broker and Buyer's Broker a commission in an amount agreed upon by Seller and Brokers pursuant
to a separate agreement. Buyer represents to Seller that Buyer has not dealt with any broker, finder, or intermediary in connection with this transaction other
than Buyer's Broker, and Seller represents to Buyer that Seller has not dealt with any broker, finder, or intermediary in connection with this transaction other
than Seller's Broker. Buyer agrees to indemnify and hold harmless Seller from any Claims in connection with an assertion by any person for a real estate
broker's commission, finder's fee, or other compensation based upon any statement, representation, or agreement of Buyer, and Seller agrees to indemnify and
hold Buyer harmless from any such Claims based upon any statement, representation, or agreement of Seller. Each Party's obligations set forth in this
Paragraph shall survive the termination of this Agreement and Escrow before the Close of Escrow.
26. Legal Costs. Should either Party institute any action or proceeding against the other Party, by reason of or alleging the failure of the other Party to
comply with any or all of its obligations under this Agreement, whether for declaratory or other relief, then the Party that prevails in such action or proceeding
shall be entitled, in addition to any other recovery or relief, to its reasonable attorneys' fees and expenses and consultant and expert fees and expenses related
thereto (whether at the administrative, trial, or appellate levels) ("Legal Costs"). Any judgment, order, or award entered in such action or proceeding shall
contain a specific provision providing for the recovery of attorneys' fees and costs and consultant and expert fees and expenses incurred in enforcing,
perfecting, and executing such judgment. A Party shall be deemed to have prevailed in any such action or proceeding (without limiting the generality of the
foregoing) if such action or proceeding is dismissed upon the payment by the other Party of the sums allegedly due or the performance of obligations
allegedly not complied with, or if such Party obtains substantially the relief sought by it in the action or proceeding, irrespective of whether such action or
proceeding is prosecuted to judgment. As used in this Agreement, the term "Legal Costs" shall include, without limitation, attorneys' and experts' fees, costs,
and expenses incurred in the following: (a) post judgment motions and appeals; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party
examinations; (d) discovery; and (e) bankruptcy litigation. For purposes of this Agreement, reasonable fees of any in-house counsel for Seller or Buyer shall
be based on the fees regularly charged by outside counsel for Seller or Buyer, as applicable, with an equivalent number of years of professional experience in
the subject matter area of the law for which Seller's or Buyer's in-house counsel services were rendered. This Paragraph shall survive any termination of this
Agreement before the Close of Escrow and shall also survive the recordation of the Grant Deed and the Close of Escrow and shall not be deemed merged into
the Grant Deed upon its recordation.
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