Amendment No. 6 to SOW#1 of IBM/Brocade Goods Agreement ROC-P-68
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This amendment, dated April 10, 2002, is between IBM and Brocade Communications Systems, Inc. It updates their existing Goods Agreement by adding new product specifications and pricing for various SilkWorm 12000 switch components, revising lead times for product delivery, and requiring a price reduction proposal for a specific part. The amendment also sets a deadline for negotiating logistics terms for the SW12000 products. Both parties agree to these changes as part of their ongoing business relationship.
EX-10.3 4 f82034exv10w3.txt EXHIBIT 10.3 Exhibit 10.3 [IBM LOGO] 5600 Cottle Road San Jose, CA 95193 0001 April 10, 2002 Brocade Communications Systems, Inc. 1901 Guadalupe Parkway San Jose, CA 95131 Attention: Mr. Patrick Johnston Subject: Amendment 6 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68 Dear Patrick: This letter (the "Amendment") serves as Amendment Number 6 to SOW#1, including all amendments thereto ("SOW#1") of the Goods Agreement ROC-P-68, including all amendments thereto (the "Goods Agreement") which the parties hereto do mutually agree to amend as follows: 1. Add to the table in Section 1.1, "Specifications," the following:
2. Add the following to the pricing table in Section 2.1, "Pricing":
* Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. 1
* Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. 2
3. Add the following after the pricing table in Section 2.1, "Pricing": "Supplier shall provide Buyer with a price reduction proposal by April 12, 2002 for Part Number 18P5017 (SW12000 Switch Blade 16 port, 2Gb). Buyer has the option to either accept or reject Suppliers proposal, in the case Buyer does not accept Suppliers proposal, the unit price in effect will be referenced by a "***" for only the SW12000 (32 port, 64 port, and 128 port) core switch and SW12000 switch blade." 4. Delete Section 2.4, Lead Time, and replace with the following: "Product lead time is [*] prior to Delivery date with the exception of the following: a) the first initial production release purchase order for a new Product will be [*] prior to delivery date and b) part number 18P5005 (SW12000) and part number 18P5017 (SW12000, Switch Blade 16-port, 2Gb) will be [*] from purchase order date to Delivery subject to the terms as set forth in Section 4.0, Replenishment Logistics Attachment." * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. 3 5. Add after the first sentence in Section 4.0, "Replenishment Logistics Attachment" the following: "Supplier and Buyer will agree to terms and conditions under which the parties will enter into a Replenishment Logistics for the SW12000 products, which both parties agree in good faith to negotiate and incorporate into this Agreement by April 19, 2002." 6. Add after the second sentence in Section 9.3, "Post Warranty Services," "Pricing" as follows: "The post Warranty repair pricing for the following products will be provided by Supplier no later than April 30, 2002 for the following FRU part numbers 18P5017, 18P5035, 18P5037, 18P5039, and 18P5128, subject to the agreement of both parties, repair pricing will be amended into to this Agreement." Please have your authorized representative indicate acceptance thereof by signing both copies of the Amendment and returning one copy to the attention of Karen Takahashi at 5600 Cottle Road, San Jose, California 95193. The effective date of this Amendment shall be the date on the top of this Amendment (the "Effective Date"). The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by its terms and conditions. All capitalized terms not defined herein shall have the meaning set forth in the Goods Agreement or the SOW #1. All other terms and conditions of the Goods Agreement and SOW#1 that are unaffected by the revisions set forth in this Amendment shall remain in full force and effect. Further, the parties agree that this Amendment and the Goods Agreement and SOW#1 are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreement, oral or written, and all other communications between the parties relating to this subject.
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