Amd. To Outsourced Services Agreement

Nortel Networks Agreement No. 011667


AMENDMENT to Nortel Agreement No.: 011145 - Outsourced Services Agreement (the "Agreement")


WHEREAS, Nortel Networks Inc. ("Nortel") and Rainmaker Systems, Inc. ("Rainmaker") are parties to the Agreement;


AND WHEREAS, the parties wish to amend the Agreement, effective March 28, 2002 ("Amendment Effective Date") to address changes in the Business Rules;


NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows:


1. The definitions used in this Amendment shall be as specified in the Agreement where applicable, unless otherwise set out below.


2. The Business Rules will consist of the following:


a. The document attached hereto at Exhibit A and entitled "Business
Rules Document", containing the following footer reference: ESS
Business Rules (121301); and


b. The document attached hereto as Exhibit B and entitled "Business
Rules Document - Description of Business Rules Document
Modifications", containing the following footer reference: ESS
Business Rules Changes 3/28/02.


3. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.


4. This Amendment, including Exhibits A and B hereto, comprises all of the terms, conditions and agreements of the parties hereto with respect to the subject matter herein, and save as expressly provided herein, may not be altered or amended except in writing signed by representatives of each party hereto.


5. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. Where a party executes a copy of this Amendment and transmits such copy by facsimile to the other party, such other party may rely on such facsimile copy of this Amendment as if it was an original document.


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.


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Effective Date:


RAINMAKER SYSTEMS, INC. NORTEL NETWORKS, INC.


By: /s/ Martin Hernandez By: /s/ John Murphy
(Signature) (Signature)


Name: Martin Hernandez Name: John Murphy
(Print) (Print)


Title: COO Title: Operations


Date: 8/14/02 Date: 8/15/02


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.


Exhibit A to AMENDMENT to Nortel Agreement No.: 011145 -
Outsourced Services Agreement


SEE ATTACHED "Business Rules Document", containing footer reference: ESS Business Rules (121301).


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.


1. General


1.1 Effective Date of Contract -pg. 10 of Nortel Agreement 011145


7/10/01


1.2 Contract Signing Date - pg. 10 of Nortel Agreement 011145


7/10/01
Nortel Networks Inc.
Harry Malloy, Director Operations, Global Enterprise Services


Rainmaker Systems
Steve Trotter, V.P. Sales & Marketing


1.3 Definitions -Section 1, pg. 1 of Nortel Agreement 011145


-- "Business Day" means any day other than a Saturday, Sunday or any U.S.
nationally recognized holiday.


-- "Customer means any entity which is a party to, or prospectively will
be a party to a Service Contract, in each case offered by Nortel or
Rainmaker to such Customer.


-- "Go-Live Date" means the date on which Rainmaker will begin to provide
the sales and marketing functions and other Outsourced Services, which
date will be no later than 42 days after the Effective Date.


-- "Intellectual Property" means any copyright rights, trademark rights,
trade names, trade secret rights, inventions, ideas, patents, patent
rights and other intellectual property and proprietary rights in, to
under and in any way related to the Service Contracts.


-- "List Price" means the non-discounted price determined by Nortel in
respect of any Service Contract.


-- "Marketing Program Fees" means marketing program fees to be paid by
Nortel to Rainmaker, as set forth in Exhibit D.


-- "Nortel Networks Limited" means Nortel's parent corporation.


-- "Outsourced Services" means those services which Rainmaker will
provide for or on behalf of Nortel and which are set forth in Exhibit
D.


-- "Service Contract' means an agreement pursuant to which Nortel agrees
to provide technical, maintenance support, or other services to
Customers.


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.


The types of Service Contracts for which Rainmaker will provide sales
and marketing services are set forth in Exhibit A.


-- "Start-Up Schedule" means the schedule of tasks that must be completed
before Go-Live Date, as set forth in Exhibit C.


-- "Start-Up Services" means database integration and enhancements;
report writing; enhancements to software applications, work stations
and telephone systems; and other activities (whether or not listed in
the Start-Up Schedule) which Rainmaker and Nortel may mutually agree
are necessary to implement the Outsourced Services.


-- "Target Market" means the market segment to which Rainmaker may
perform sales, marketing or rescue services with respect to the
Service Contracts, as set forth in Exhibit B.


-- "Territory" means the geographic territory in which Rainmaker may
perform sales, marketing or rescue services with respect to the
Service Contracts, as set forth in Exhibit B.


Additional definitions


-- "Assurance Services" - The Nortel Networks maintenance programs
available to Enterprise customers through Global Enterprise Services.
There are various programs available tailored to meet customer's
specific needs. ranging from basic phone and software support to
enhanced on site hardware delivery and replacement.


-- "FRU's-Field Replaceable Units" - Power supplies, Boards/cards,
Cooling units, and Control processors.


-- "TPM-Third Party Maintainer" - Contracted by Nortel Networks to stock
replacement parts and deliver those parts within the appropriate
response time should the customer require them as a deliverable of
their service contract.


-- "EMEA" - Europe, Middle East, Africa region


-- "CALA" - Caribbean, Latin America region


-- "AsiaPac" - Asia Pacific region


-- "AOL" - Assurance On Line---Now known as ESD


-- -"ARN" -Advanced Remote Node


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.


2


-- "ASN" - Access Stack Node


-- "ATM" - Asynchronous Transfer Mode


-- "BCM" - Business Communications Manager


-- "BCN" - Backbone Concentrator Node


-- "BLN" - Backbone Link Node


-- "BSA" - Back-up Service Assessment


-- "CLC" - Clarify Clear Contracts


-- "CRS" - Common Registration Group


-- "CSR" - Customer Service Representative


-- "EOL" - End of Life


-- "ESD" - Electronic Software Delivery


-- "FDC" - Former Data Company


-- "GSP" - Global Service Provider


-- "ISM" - Integrated Service Management


-- "IVR" - Interactive Voice Response


-- "NR" - Networking Reseller


-- "POS" - Point of Sale


-- "SAM" - Service Account Manager


-- "SAM" - Single/Secure Access Model


-- "SAP" - Systems Application Data Processing


-- "SFA" -Sales Force Automation


-- "SSP" - Service Solutions Partner


-- "TPM" - Third Party Maintenance Provider


-- "TSC" - Technical Support Center


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.


3


1.4 Start Date


Estimated go-live date - August 24, 2001


Actual go-live date - September 21, 2001


1.5 Nortel Networks Address


Nortel Networks Inc.
1000 Technology Park Dr.
Billerica, Mass 01821


1.6 Assurance Services - Exhibit A, pg. 11 of Nortel Agreement 011145


Service Order Number Description


SW8300 Software Subscription Service
BU2300 Software Application Service
BE2300 Core Service
BL2300 Return-to-Factory Service
BF2300 Next Business Day Courier Service
BG2300 Same Business Day Courier Service
BH2300 Around-the-Clock Courier Service
BJ2300 Next Business Day On-Site Service
BK2300 Same Business Day On-Site Service
BN2300 Around-the-Clock On-Site Service - 4 hours
BP2300 Around-the-Clock On-Site Service - 2 hours*
SW2300 Standard Software Assurance Service**
BQ2300 Limited Assurance Service***


* Additional to contract - Added by [ ] 12/5/01. Prior approval needed from
[ ] before any sell.


** Additional to contract - Required with every Assurance Service contract.


*** Additional to contract - Approved by [ ].


1.7 Target Market --- Exhibit B, pg. 12 of Nortel Agreement 011145


Contract Verbiage


"Renewals of Service Contract between Nortel and end users; in each
case limited to those customers. with annual maintenance fees of less
than[ ] per end user, unless otherwise noted in the Business Rules.


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.


4


Rescue of Service Contracts between Nortel and end users, [ ]"


Renewals:


Mutual Understanding:


Renewals (Up to [ ] per company) that are open at the day of go-live
(not booked, not renewed) will transfer to Rainmaker. As of November
2001, the agreed to annual maintenance fees amount will increase to
$75K per company for contracts with expiration dates greater than [ ].


Direct Rescue:


Mutual Understanding:


Direct Rescue consists of customers who have not been renewed by
Nortel account managers. The only direct rescue that Rainmaker will
assist with will be[ ].


Nortel reserves the right to ask Rainmaker for assistance with future
Rescues after the go-live date that can include contracts above the
[ ] An excel spread sheet of these contracts will be sent to [ ] and
the "Business Unit" field in Clarify will be coded over to "Enterprise
Data RMKR".


Channel Rescue: Mutual Understanding: Channel Rescue consists of
customers who have not been renewed by Nortel's channel. Rainmaker
will be supplied channel rescue on an on-going basis for those channel
accounts that are [ ] and do not renew within [ ] of their contract
expiration with their Nortel channel partner.


Nortel reserves the right to ask Rainmaker for assistance with future
Rescues after the go-live date which for contracts above the [ ] An
excel spread sheet of these contracts will be sent to [ ] and the
"Business Unit" field in Clarify will be coded over to "Enterprise
Data RMKR".


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.


5


Cutover Date:


Mutual Understanding:


Cutover Date is defined as the date at which Rainmaker will start to
collect and receive credit for any sales made to customers within the
[ ] target market. The cutover date will be the go-live date,
(September 21st). [ ]. If Nortel has booked the contract prior to
go-live, Nortel will receive credit for the sale. *See section 7. 5 `PO
Assignment Process' for details on process.


1.8 Territory- Exhibit B, pg. 12 of Nortel Agreement 011145


"United States and any other jurisdiction that are specified in the
Business Rules (as defined in Exhibit C) from time to time."


1.9 Excluded Service Contracts -Exhibit B, pg. 12 of Nortel Agreement
011145


[ ]


Mutual Understanding


Nortel's Premium Accounts - A Premium account is a Service account that
has Enterprise Service Revenue greater than [ ]. Since Rainmaker is
only responsible for Enterprise Service customers with service revenue
less than [ ], Rainmaker will not contact these accounts without
written authorization from Nortel. (Refer to Nortel Networks Premium
Account list)


Premium status is determined by several criteria. The major one is
that, the [ ] annual revenue must result from maintenance on a central
network and be supported by the same Technical Support Center at the
customer's location. This may mean that not all maintenance business
with an account qualifies for Premium status. Other non-related
divisions, departments or entities of an account may be considered
stand-alone business and may be referred to Rainmaker. For example,
[ ]. The master name of [ ] is not enough information to determine if
the particular contract is considered Premium.


1.10 Restricted Accounts - Exhibit B, pg. 12 of Nortel Agreement 011145


[ ]


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.


6


Mutual Understanding


Nortel reserves the right to retain restricted accounts, even if they
happen to be [ ] annual contract opportunity.


[ ] range list as of 12/2001


[


]


These accounts will not be marked with the "Business Unit" name
"Enterprise Data - RMKR". Therefore Rainmaker will not have access to
this contract data.


This initial list will not be added to in the future.


1.11 DBA


Nortel Networks Enterprise Support Services (NNESS)


2. Marketing


2.1 Rainmaker's Marketing Efforts - Section 8, pg. 4 of Nortel Agreement
011145


"Rainmaker shall use commercially reasonable efforts to market the
Service Contracts throughout the Territory to the Target Market by
performing such marketing services as Rainmaker may propose to
undertake and Nortel may approve in advance in writing (with Nortel's
approval not to be unreasonably withheld, conditioned or delayed)."


Nortel agrees to:


"provide Rainmaker with all assistance that Rainmaker reasonably
requests in performing its sales and marketing services with respect
to the Service Contracts, and give Rainmaker the opportunity to
participate in all marketing and sales events that Nortel sponsors or
in which Nortel has the right to participate with respect to the
Service Contracts."


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.


7


Mutual Understanding


Nortel will agree to and sign off on quarterly marketing plans that
consist of marketing circulation and variable costs to be paid to
Rainmaker on a monthly basis.


3. Client Marks -Exhibit G, pg. 17 of Nortel Agreement 011145


"The following trademarks and service marks are approved for use by
Rainmaker: 'Nortel Networks logo'
word mark: "Nortel Networks"


Mutual Understanding


Rainmaker uses the mark "Nortel Networks" along with address for
Rainmaker's DBA "Nortel Networks--ESS". The Nortel Networks logo has
been approved for usage on all printed and electronic correspondence
with Nortel's customers and in addition the URL,
nortelnetworks-ess.com, is approved for usage with all email
correspondence and web page creation.


4. Operations


4.1 Monthly Reports - Section 5, pg. 3 of Nortel Agreement 011145


"By the [ ] after the Go-Live Date, Rainmaker shall provide to Nortel,
via email or file transfer protocol (FTP) and in ASCII pipe delimited
format, a sales and marketing report. Additional reporting may be
available upon Nortel's request, and will be subject to Rainmaker's
then current prices for custom development."


Mutual understanding


Rainmaker will provide the following information each month on a
report in Microsoft Excel format:


o Monthly sales - Consolidated Purchase Order (CPO)


o Marketing information - Media response rate report


Consolidated PO Process


At the end of each month, Rainmaker will prepare a report of all
contract booking activity and forward to Nortel. This consolidated
sales report will include allcontracts booked, list and net price,
discount taken, and Rainmaker's gross profit. It will be used as a
Purchase Order by which Nortel will invoice Rainmaker for Nortel's
portion of contract bookings.


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.


8


o Sales Out/Consolidated PO report sent to Nortel by the 5th
business day of each month with all activity from prior month.


o Nortel prepares its own version of Clarify contract booking
report out of Business Objects to review data integrity and
reconcile number and value of contracts with Rainmaker report.


o Nortel's report is based on all contracts booked within the
previous month with a Purchase Order number that begins with RMK.


o Rainmaker will use the standard PO format of "RMK" followed by
the month and year in which the contr ...