Amendment to Internet Applications Division Reseller Agreement and Outsourcing Addendum between Sybase, Inc. and Rainmaker Systems, Inc.

Summary

This amendment, effective June 12, 2002, updates the existing reseller agreement and outsourcing addendum between Sybase, Inc. and Rainmaker Systems, Inc. It introduces new response time requirements for Rainmaker when handling sales leads from Sybase, revises quarterly revenue targets for specified periods, and adds the EAServer program to the agreement. All other terms of the original agreements remain unchanged. The amendment ensures both parties are aligned on lead response expectations and revenue goals for the upcoming periods.

EX-10.26 8 dex1026.txt AMD. TO RESELLER AGREEMENT EXHIBIT 10.26 AMENDMENT TO INTERNET APPLICATIONS DIVISION (IAD) RESELLER AGREEMENT AND OUTSOURCING ADDENDUM This Amendment ("Amendment") entered into as of June 12, 2002, supplements and amends the terms of the Internet Applications Division (IAD) Reseller Agreement ("the Reseller Agreement") and the Outsourcing Addendum (for IAD Subscription Services) to the IAD Reseller Agreement ("the Outsourcing Addendum") dated March 22, 1999, between Sybase, Inc. ("Sybase") and Rainmaker Systems, Inc. ("Rainmaker"). As used herein, the term "Agreement" shall collectively refer to the Reseller Agreement, the Outsourcing Addendum and all Addenda, Amendment(s), Schedule(s) and Attachment(s) thereto. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. In the event of a conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall prevail. Rainmaker and Sybase agree as follows: 1. A new Section 18 is added to the Reseller Agreement to read as follows: "18. Lead Response Timeframes. Except as otherwise noted within this section, Rainmaker shall respond to Program or Subscription Service leads that Sybase provides to Rainmaker a) via email, electronic, and verbal within [ ] business days; b) via business reply cards, business reply envelopes, faxes, and trade show cards within [ ] business days; or c) via product evaluation, downloads, Tech Wave, or other large trade shows within [ ]." 2. Section 5(a) of the Outsourcing Addendum is amended to change the Quarterly Revenue Targets therein as follows: April 2002 - June 2002 $ [ ] July 2002 - September 2002 $ [ ] October 2002 - December 2002 $ [ ] January 2003 - March 2003 $ [ ] 3. Section 2 of Amendment No. 1 is amended to add the following Program: EAServer Except as amended above, the Agreement shall remain in unchanged and full force and effect. SYBASE, INC. ("Sybase") RAINMAKER SYSTEMS, INC. ("Rainmaker") By: /s/ Glen Germanowski By: /s/ M. Hernandez Name: Glen Germanowski Name: Martin Hernandez Title: VP/Associate General Counsel Title: COO Date: 6/18/02 Date: June 12, 2002 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 by brackets "[ ]." A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.