Nortel Networks Agreement No. 011667
Nortel Agreement No.: 011145 - Outsourced Services Agreement (the "Agreement")
WHEREAS, Nortel Networks Inc. ("Nortel") and Rainmaker Systems, Inc. ("Rainmaker") are parties to the
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