Salesforce.com 2005 Annual Report Download - page 193

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.
Center will end when the initial Service Term of the Licensed Space on the first Sales Order that contains Licensed Space for that IBX Center ends (such
Service Term for each IBX, the "First Space Service Term"), or at the end of the then-current renewal term of the First Space Service Term if such Services
are ordered during a renewal term of the First Space Service Term. Unless otherwise agreed to by the parties in writing or in an applicable change order
agreed to by the parties, for each Service, upon expiration of the initial Service Term, and upon expiration of each renewal, the Service Term for such Service
will renew automatically for additional terms of three (3) months each, unless either Equinix notifies Customer, or Customer notifies Equinix at least ninety
(90) days prior to the end of the then-current Service Term for such Service that it has elected to terminate the Service Term for such Service, in which event
the Service Term for such Service will terminate at the end of such then-current Service Term.
b. Either Party may terminate this Agreement by giving written notice of termination to the other Party if the other Party breaches any material term or
condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same. Notwithstanding the foregoing,
except where Customer has failed to timely cure a monetary breach, if a Party fails to timely cure a material breach as to only one IBX Center, and Customer
has Licensed Space in more than one IBX Center, then the non-breaching Party may only terminate this Agreement (and the corresponding Orders) as to the
IBX Center where the material breach has not been timely cured, and this Agreement will remain in full force and effect as to all other IBX Centers.
Notwithstanding the prior sentence, if Customer notifies Equinix's Accounts Receivable Department in writing that any payment should be apportioned
among balances owed for specific IBX Centers, Equinix shall honor such apportionment and if Customer fails to cure a monetary breach, Equinix may only
terminate this Agreement (an the corresponding Orders) as to IBX Centers for which there is an outstanding balance after applying such apportionment.
c. Notwithstanding Section 8(b), the Equinix Entities may terminate this Agreement after written notice to Customer (or, at Equinix's sole discretion,
suspend the provision of Services, including discontinuing the supply of power and denying access to the IBX Center) if (i) Customer fails to cure any
monetary breach of this Agreement (e.g. fails to pay any amounts owed) within ten (10) days of written notice of the same (five (5) days in the event
Customer's account is past due on three (3) or more occasions during a six (6)-month period); (ii) Customer liquidates, ceases to do business, or becomes
insolvent; (iii) Customer materially breaches any provision of this Agreement that in Equinix's reasonable judgment materially interferes with Equinix's
operation or maintenance of the IBX Center or with its other customers' use thereof, and Customer fails to cure such breach within two (2) hours of being
notified of the same or (iv) Customer materially breaches any provision of this Agreement that in Equinix's reasonable judgment has the potential to
materially interfere with Equinix's operation or maintenance of the IBX Center or with its other customers' use thereof, and Customer fails to cure such breach
within forty-eight (48) hours of being notified of the same. Notwithstanding the foregoing, if clause (iii) or (iv) above is applicable, while Equinix may
suspend the provision of Services in accordance with the above, Equinix will not terminate this Agreement based on such clauses alone unless Customer's
breach continues for at least ten (10) days. If Equinix suspends a Service pursuant to this Section 8(c), unless Equinix has subsequently terminated this
Agreement as permitted herein, Equinix will resume the discontinued Service within twenty-four (24) hours after it is reasonably satisfied Customer has cured
the breach(es) which gave rise to Equinix's right to suspend the Service. Equinix may charge a reinstatement fee equal to the direct out-of-pocket expenses
incurred by Equinix to resume the discontinued Service.
d. The Equinix Entities or Customer may terminate this Agreement as to any affected Licensed Space or IBX Center if any portion of the IBX Center in
which the affected Licensed Space is located becomes subject to a condemnation proceeding or is condemned, Equinix's possession is otherwise terminated or
abated, or as a result of a casualty (including a Force Majeure Event as defined in Section 9(n)), Equinix cannot provide Customer with the Service(s) or with
access to the affected Licensed Space as contemplated herein for a period exceeding thirty (30) days.
e. Subject to Section 8(j), upon expiration or termination of an Order (or any portion thereof), all other rights of Customer with respect to the Licensed
Space licensed under such Order (or the affected portion thereof) ("Terminated Space") will terminate, and Customer will remove all of Customer's
Equipment and other property belonging to Customer or Customer's Authorized Persons, Accompanying Persons and/or Associated Entities, but excluding
any wiring, cable or other equipment or property owned, leased or licensed by any of the Equinix Entities, from the Terminated Space no later than the
effective date of such termination. If Customer fails to remove any such property in accordance with this Section 8(e), the Equinix Entities will be entitled to
pursue all available legal remedies against Customer, including one or more of the following remedies: (i) immediately removing any or all such property and
storing it at Customer's expense at an on-site or off-site location, (ii) shipping such property to the address set forth at the end of this Agreement at Customer's
risk and expense, or (iii) upon providing thirty (30) days' prior notice to Customer, and if Customer fails to remove such property within such thirty (30)-day
period, liquidating such property in any commercially reasonable manner and charging Customer for all costs associated with the liquidation.
f. While Customer has no right to use the Services provided under an Order after the end of the Service Term (as such Service Term may be extended
by any Transition Period), if Customer does so, Customer will be obligated to pay for such Services pursuant to the terms and conditions of this Agreement
and any such Order, and any such Order will continue in effect for as long as the Services are used by Customer. Notwithstanding the foregoing, in such
event, any such Order will be terminable at will by Equinix effective upon ten (10) days written notice to Customer. In addition, notwithstanding anything in
this Agreement to the contrary, if this Agreement would have otherwise terminated prior to Customer's cessation of its use of the Services, this Agreement
will continue in effect for as long as the Services are used by Customer, but this Agreement will be terminable at will by the Equinix Entities upon ten
(10) days written notice to Customer.
g. The Equinix Entities waive, release and relinquish any statutory, common law or constitutional liens they may have or at any time hereafter may be
entitled to assert against the personal property, trade fixtures and telecommunications or other equipment which Customer installs, or is otherwise located, in
the Licensed Space.
h. Neither Party will be liable to the other Party for properly terminating this Agreement or any portion thereof in accordance with its terms, but
Customer will be liable to the Equinix Entities for any amounts owed prior to the effective date of termination.
i. Subject to Section 8(j), notwithstanding anything in this Agreement (including in any Order) to the contrary, under no circumstances will any Order
survive the expiration or earlier termination of this Agreement, and under no circumstances will any Order pertaining to an IBX Center survive the
termination of this Agreement as to that IBX Center. Subject to Section 8(j), none of the Equinix Entities will have any obligation to provide any Services