Amendment No. 8 to SOW#1 of IBM/Brocade Goods Agreement ROC-P-68
Summary
This amendment, dated September 4, 2002, is between IBM and Brocade Communications Systems, Inc. It updates the Statement of Work #1 (SOW#1) under their existing Goods Agreement. The amendment extends the term of SOW#1, revises product purchase obligations, updates product specifications, and replaces the pricing table for various fibre channel switch products and components. The agreement continues until December 31, 2003, with automatic renewals unless either party gives 90 days' notice. Key product and pricing details are updated, with some information omitted for confidentiality.
EX-10.36 6 f88230exv10w36.txt EXHIBIT 10.36 Exhibit 10.36 [IBM LOGO] 5600 Cottle Road San Jose, CA 95193 0001 September 4, 2002 Brocade Communications Systems, Inc. 1901 Guadalupe Parkway San Jose, CA 95131 Attention: Mr. Patrick Johnston Subject: Amendment 8 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68 Dear Patrick: This letter (the "Amendment") serves as Amendment Number 8 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. Modify the third sentence in the first paragraph of the SOW#1 to read as follows: "The Term of this SOW #1 shall be effective from April 15, 1999 to December 31, 2003 , and shall automatically renew for another term of one (1) year unless either party gives written notice (90) days prior to the termination of this Agreement, this process will be repeated for up to two (2) additional years." 2. Section 1.0, "Product Description", modify the first sentence to read as follows: "Except as provided in the next sentence, and, effective until December 31, 2002, Buyer agrees to purchase from Supplier substantially all of its [*] or any [*] assuming substantially the same requirements for IBM-logoed versions of 16-port and 32-port fibre channel switches provided, however, that [*] remains [*] (the term [*] meaning that the [*] does not [*] of the then [*] products of [*] sold in [*] to OEM Customers), and that switches provided by Supplier continue to meet the agreed to quality, schedule and supply requirements specified in the Agreement." 3. Delete the table in Section 1.1, "Specifications," and replace as follows:
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
4. Delete pricing table in its entirety in Section 2.1, "Pricing" and replace with the following:
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
* Certain in formation on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
All prices are in U.S. dollars. 5. Section 9.3, "Post Warranty Services," "Pricing" delete in its entirety and replace with the following: "Post Warranty repair (CSP) pricing for the items set forth below shall be [*] the amount set forth in the column designated "Post Warranty Repair Price" or [*]. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Products returned to Supplier will include a description of the failure specified on the RMA field return form provided that such form is included by Supplier with each FRU shipment. If the total quantity of Product returned to Supplier over the previous [*] (which shall include [*]), Buyer will [*] Product [*] in accordance with Section 9.2 The [*] to repair a returned Product shall not [*]. In the event Supplier determines, in good faith, that a Product returned for repair is unrepairable, Buyer may purchase a replacement FRU [*]. All other FRUs that are not listed in this Section 9.3, "Pricing" have been determined by Supplier to be non-repairable. Any change in [*] shall be as [*] by the Parties. 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. ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: INTERNATIONAL BUSINESS MACHINES BROCADE COMMUNICATIONS SYSTEMS, INC. CORPORATION By:____________________________ By:_________________________________ Authorized Signature Date Authorized Signature Date _______________________________ ____________________________________ Type or Print Name Type or Print Name _______________________________ ____________________________________ Title & Organization Title & Organization * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
