EX-10.7 7 brcd-10qxfy13q2xex10_7.htm AMENDMENT NUMBER 8 TO STATEMENT OF WORK NUMBER 7 OF THE GOODS AGREEMENT BRCD-10Q - FY13Q2 - Ex10_7


Exhibit 10.7
IBM and Brocade
Statement of Work
                                
         Base Agreement # ROC-P-68
             SOW # 7 (Contract Number 4907015087.0)

SOW #7
Amendment # 8

This Amendment # 8 is subject to the terms and conditions and forms a part of Statement of Work 7, as amended, and its related Agreement # ROC-P-68 (collectively, “Agreement”) between International Business Machines Corporation (“Buyer” or “IBM”) and Brocade Communications Systems, Inc. and Brocade Communications Switzerland, SarL (individually and collectively, “Supplier” or “Brocade”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

PURPOSE:

The purpose of this Amendment # 7 is to:

1.
Update Communications coordinators
2.
Add Disaster Recovery language
3.
Modify the Software End of Service language in Attachment C
4.
Add IBM Network Advisor 12.0.x as a Licensed Work under this SOW #7.

NOW, THEREFORE, THE FOLLOWING CHANGES ARE MADE TO SOW #7 BY THIS AMENDMENT #8:

1.
Delete Section 11.0 of SOW #7 and replace with the following Section 11.0:

11.0    Communications
All communications between the parties will be carried out through the following designated coordinators. All notices required in writing under this Agreement will be made to the appropriate contact listed below at the following addresses and will be effective upon actual receipt. Notices may be transmitted electronically, by registered or certified mail, or courier. All notices, with the exception of legal notices, may also be provided by facsimile.

Business Coordinators
FOR SUPPLIER
 
FOR BUYER
 
Name
[**]
Name
[**]
Title
[**]
Title
[**]
Address
[**]
Address
[**]
Phone
[**]
Phone
[**]
E-mail
[**]
E-mail
[**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



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Amendment #8 to SOW #7 (Contract Number 4907015087.0)




Legal Coordinators
FOR SUPPLIER
 
FOR BUYER
 
Name
[**]
Name
[**]
Title
[**]
Title
[**]
Address
[**]
Address
[**]
Phone
[**]
Phone
[**]
E-mail
[**]
E-mail
[**]
Technical Coordinators
FOR SUPPLIER
 
FOR BUYER
 
Name
[**]
Name
[**]
Title
[**]
Title
[**]
Address
[**]
Address
[**]
Phone
[**]
Phone
[**]
E-mail
[**]
E-mail
[**]

2.
Add new Section 14.0 Disaster Recovery as follows:
14.0 Disaster Recovery
Supplier agrees to have and maintain a business continuity plan and business continuity testing procedures, which include but are not limited to the areas of disaster recovery planning and pandemic planning. Supplier agrees to review, update, and test the business continuity plan on a regular basis and, upon Buyer's request, Supplier will provide a summary of the business continuity plan.  Buyer may, from time to time, provide feedback regarding the plan and requests that Supplier take Buyer's comments into consideration when updating the plan.  However, Supplier remains solely responsible for the performance of its responsibilities under the Agreement and the adequacy of the business continuity plan regardless of whether Buyer has reviewed or commented on the plan.

3.
Delete Section 2.1.3, Software End of Service, of Attachment C, Testing, Maintenance and Support, and replace with the following Section 2.1.3:
2.1.3    Software End of Service:
Supplier will support a release as follows:
1.Provide customer support for a particular release for at least [**] years from General Availability.
2.Customers must be supported for a particular release for at least [**] year from the purchase date so support must continue for one year past the last sale of a release.

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.











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Amendment #8 to SOW #7 (Contract Number 4907015087.0)





If the product enters end of life ; i.e., is no longer available in the marketplace, Supplier will provide IBM at least [**] months' notice, prior to ending support, to enable IBM to notify its customers at least [**] months in advance of the fact. Supplier will provide Level 3 support to IBM and its customers as long as maintenance and support fees are up to date. If a customer is on a down-level version or release of software, Brocade will take the support call. If a problem is identified that requires a bug fix or patch, Supplier's customer will be instructed to move to the current version/release of the software for support of such problem. Supplier will not make code changes or fixes to down-level software, except as agreed to on a case by case basis.

4.
Delete Attachment F-3, Branding, Description of Licensed Work and Milestone Schedules for Network Advisor, and replace with the updated Attachment F-3, Branding, Description of Licensed Work and Milestone Schedules for Network Advisor as set forth in substantially the form attached hereto as Exhibit 1 to this Amendment.

5.
Delete Table 4, IBM Network Advisor Pricing, to Attachment A, and replace with the updated Table 4, IBM Network Advisor Pricing, to Attachment A, as set forth in substantially the form attached hereto as Exhibit 2 to this Amendment.


[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.































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Amendment #8 to SOW #7 (Contract Number 4907015087.0)





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives.

ACCEPTED AND AGREED TO:
 
ACCEPTED AND AGREED TO:
International Business Machines Corporation
 
Brocade Communications Systems, Inc.
 
 
 
 
 
 
 
By:
[**]
 
By:
[**]
 
 
(Authorized signature)
 
 
(Authorized signature)
 
 
 
 
 
 
 
Name
[**]
 
Name
[**]
 
 
(Type or print)
 
 
(Type or print)
 
 
 
 
 
 
 
Title
[**]
 
Title
[**]
 
 
 
 
 
 
 
Date
4/11/2013
 
Date
4/10/2013
 
 
 
 
 
 
 


 
 
ACCEPTED AND AGREED TO:
 
 
Brocade Communications Switzerland SarL.
 
 
 
 
 
 
 
 
 
 
By:
[**]
 
 
 
 
 
(Authorized signature)
 
 
 
 
 
 
 
 
 
 
Name
[**]
 
 
 
 
 
(Type or print)
 
 
 
 
 
 
 
 
 
 
Title
[**]
 
 
 
 
 
 
 
 
 
 
Date
4/10/2013
 
 
 
 
 
 
 
                            
                


[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IBM/Brocade
Amendment #8 to SOW #7 (Contract Number 4907015087.0)




Exhibit 1
Attachment F-3

Branding, Description of Licensed Work, and Milestone Schedules
For Network Advisor

1.0  Buyer Branded Version of  Supplier's OEM Software Product
The Licensed Work will be comprised of a Buyer-branded version of Supplier's Brocade Network Advisor software product.  The Buyer branded version will be called “IBM Network Advisor.”  Supplier consents to the use by Buyer the name “IBM Network Advisor”, “Network Advisor”.  The Licensed Work will be provided by Supplier to Buyer in Object Code format.

2.0 Description of Licensed Works

2.1    Description of Licensed Work for IBM Network Advisor 11.1.x
Code Name
Version
Description
Documentation
Format
Delivery Requirements
Network Advisor
11.1.x
IBM Network Advisor
Online
Object Code
CD, License key documentation

1.
Product/Operating Systems Supported and System Requirements:
Following are the operating systems supported by Network Advisor

OS
Versions
Package
Windows (32 bit)
2003 Server SP2, XP Pro SP 3, 2008 Server, Windows 7 Pro
SAN only and SMIA only
Windows (64 bit)
2008 R2 Data Center, Standard, and Enterprise
SAN only and SMIA only
Linux (x86 32-bit only)
SuSE Linux ES10 SP1, 11, RedHat AS4.8, RedHat Enterprise 5.5 Adv, , Oracle Enterprise Linux 5.5
SAN only and SMIA only
VMWare
ESX Server 4.0, 4.1 and VCenter 4.1 with Guest OSs of
1) Windows Server 2003 Std SP2 (32 bit)
2) Windows Server 2008 Std (32 bit)
SAN only and SMIA only
VMWare
ESX Server 4.0, 4.1 and VCenter 4.1 with Guest OSs of
1) Windows Server 2008 R2 (64 bit)
2) Same Linux Guest OS as above
SAN only and SMIA only












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Amendment #8 to SOW #7 (Contract Number 4907015087.0)





System requirements
1)
SAN package - 32 bit OS
Server/Client
Network Advisor Enterprise
Small (SAN: 1 to 2000 ports or 1 to 20 domains
Network Advisor Enterprise
Medium (SAN: 2001 to 5000 ports or 21 to 60 domains
Network Advisor Enterprise
Large (SAN: 5001 to 9000 ports or 61 to 120 domains
Server + 1 local client
3GB
4GB
4Gb
Remote client only
1GB
2GB
2GB

2)
SAN package - 64 bit Windows

Server/Client
Network AdvisorEnterprise
Small (SAN: 1 to 2000 ports or 1 to 20 domains
Network Advisor Enterprise
Medium (SAN: 2001 to 5000 ports or 21 to 60 domains
Network Advisor Enterprise
Large (SAN: 5001 to 9000 ports or 61 to 120 domains
Server + 1 local client
4GB
6GB
6Gb
Remote client only
2GB
3GB
4GB


CPU requirements for Windows and Linux

1)
SAN only
Server/Client
Network Advisor Enterprise
Small
Network Advisor
Enterprise
Medium
Network Advisor
Enterprise
Large
Server + 1 local client
Intel Core2 duo 2GHz or equivalent
Intel Dual CPU Core2 duo 2.4 GHz or equivalent
Intel Dual CPU Core2 duo 2.4 GHz or equivalent
Remote client only
Intel Core2 duo 2GHz or equivalent
Intel Core2 duo 2GHz or equivalent
Intel Core2 duo 2GHz or equivalent


2.2 Description of Licensed Work for IBM Network Advisor 12.0.x
Code Name
Version
Description
Documentation
Format
Delivery Requirements
Network Advisor
12.0.x
IBM Network Advisor
Online
Object Code
CD, License key documentation





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Amendment #8 to SOW #7 (Contract Number 4907015087.0)





2.2.1    Server Operating System Requirements:




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IBM/Brocade
Amendment #8 to SOW #7 (Contract Number 4907015087.0)




2.3  Documentation :  Supplier will provide Buyer with IBM branded customer documentation.
      a) Internal (standard Supplier documentation)
      b) External (on-line documentation)
      c) No other related written materials         

2.3.1  Other Materials:
a)    Quality Plan:  Supplier will provide Buyer with quality plan upon Buyer's request
b)    Test Results:  Supplier will provide Buyer with available test results upon Buyer's request
c)     Test Cases:    Supplier will provide Buyer with available test cases upon Buyer's request.      
d)    Maintenance and Support Reports (including information required and format)
e)     Promotional Materials:  Buyer and Supplier will mutually determine what promotional materials are needed for the Licensed Works.
f)     Education/Training material:  Buyer and Supplier will mutually determine what Education and Training materials are needed for the Licensed Works.

2.3.2 Code deposited on CD media and shipped to Buyer as directed on Buyer's purchase order.

3.     Identification of Tools
No tools are provided for the Licensed Works.






























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IBM/Brocade
Amendment #8 to SOW #7 (Contract Number 4907015087.0)







TABLE 4 - IBM NETWORK ADVISOR PRICING
4907015087 (SOW-7) - AMENDMENT 8
 
 
Product Price List and Description
 
 
DATE: March 26, 2013 FINAL
 
 
 
 
 
 
 
 
 
 
 
 
 
BROCADE
IBM
IBM (End-Customer P/N)
IBM NETWORK ADVISOR
Brocade p/n
IBM Hub
US
LA/EMEA Feature Code
AP/
Feature Description
  UNIT PRICE
Stock P/N
Feature Code
Canada Feature Code
 
IBM Machine Type / Model: [**]
 
 
 
 
IBM System Storage
 UNIT PRICE
Data Center Fabric Manager v11.x
[**]
 
[**]
[**]
[**]
[**]
[**]
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[**]
[**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






















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IBM/Brocade
Amendment #8 to SOW #7 (Contract Number 4907015087.0)





IBM Machine Type / Model: [**]
 
 
 
 
IBM System Storage
 UNIT PRICE
Data Center Fabric Manager v12.x
[**]
[**]
[**]
[**]
[**]
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[**]
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[**]
IBM Machine Type / Model: [**]
 
 
IBM NETWORK ADVISOR [**] Yr Renewal
 UNIT PRICE
[**]
 
[**]
[**]
[**]
[**]
 
[**]
 
[**]
[**]
[**]
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[**]
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IBM Machine Type / Model: [**]
 
 
 
 
IBM NETWORK ADVISOR
 UNIT PRICE
[**] Yr After License
[**]
 
[**]
[**]
[**]
[**]
[**]
[**]
 
[**]
[**]
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[**]
[**]
IBM Machine Type / Model: [**]
 
 
 
 
IBM NETWORK ADVISOR
 UNIT PRICE
[**] Yr Registration
[**]
 
[**]
[**]
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
[**]
IBM Machine Type / Model: [**]
 
 
 
 
IBM NETWORK ADVISOR
 UNIT PRICE
[**] Yr Renewal
[**]
 
[**]
[**]
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
[**]
IBM Machine Type / Model: [**]
 
 
 
 
IBM NETWORK ADVISOR
 UNIT PRICE
 [**] Yr After License
[**]
 
[**]
[**]
[**]
[**]
[**]
[**]
 
[**]
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[**]
[**]
[**]
[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IBM/Brocade
Amendment #8 to SOW #7 (Contract Number 4907015087.0)