0001193125-10-287093 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 23rd, 2010 • Responsys Inc • Delaware

This Indemnity Agreement, dated as of , 2011 is made by and between Responsys, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company or one of the Company’s subsidiaries (“Indemnitee”).

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Invention Assignment Agreement • December 23rd, 2010 • Responsys Inc • California

It gives me great pleasure on behalf of Responsys, Inc. to offer you employment as Chief Financial Officer on the following terms:

SUB-SUBLEASE AGREEMENT
Sub-Sublease Agreement • December 23rd, 2010 • Responsys Inc • California

amount not to of the Sublease Premises) to be applied toward the cost of the Sublandlord Work in the Sublease Premises. If the Allowance shall not be sufficient to complete the Sublandlord Work, Subtenant shall pay the Excess Costs, plus any applicable state sales or use tax thereon, as prescribed in Paragraph 4 above. Any portion of the Allowance which exceeds the cost of the Sublandlord Work may be used by Subtenant in connection with the preparation of the Sublease Premises for Subtenant’s occupancy, including, without limitation, the installation of wiring and cabling and the purchase of fixtures or furniture for the Sublease Premises, Provided Subtenant is not in breach or default under the Sublease, Sublandlord shall reimburse Subtenant for such costs (up to the portion of the Allowance in excess of the cost of the Sublandlord Work) within thirty (30) days following written request for disbursement therefor delivered by Subtenant to Sublandlord, provided such written request shal

SUBLEASE AGREEMENT
Sublease Agreement • December 23rd, 2010 • Responsys Inc • California

This LEASE AGREEMENT (“Lease”), dated for reference purposes only as of the date set forth in Fundamental Lease Provision (w), is made and entered into by and between Francisco Bay Office Park, a California limited partnership (“Landlord”), and GPS Management Services, Inc., a California corporation (“Tenant”), who agree as follows:

RESPONSYS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 6, 2003
Rights Agreement • December 23rd, 2010 • Responsys Inc • California

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of January, 2003, by and among Responsys, Inc., a California corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and the holders of Common Stock listed on Schedule B hereto, each of which is herein referred to as a “Founder.”

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Invention Assignment Agreement • December 23rd, 2010 • Responsys Inc • California

It gives me great pleasure on behalf of Responsys, Inc. (“The Company”) to offer you employment as CTO and Vice President of Engineering on the following terms:

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