Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer Inc

Contract Categories: Business Finance - Purchase Agreements
EX-10.1 2 ntnx-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”

 

AMENDMENT TWO TO ORIGINAL EQUIPMENT MANUFACTURER (OEM) PURCHASE AGREEMENT

 

This Amendment Two (“Amendment Two”) to the Original Equipment Manufacturer Purchase Agreement (“Agreement”) by and between SUPER MICRO COMPUTER INC. (“Supplier”) and NUTANIX, INC. (“OEM”) is entered into as of October 31, 2018 (“Amendment Effective Date”). Collectively Supplier and OEM are referred to as the “Parties”.

 

RECITALS

 

A. The Parties entered into the Agreement as of May 16, 2014.

 

B The parties now desire to amend the Agreement to delete the existing Exhibit C and replace it with a new Exhibit C.

 

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

 

1.
.

The Parties agree that Exhibit C is deleted in its entirety and replaced with the following:

 

 

 

CONFIDENTIAL

EXHIBIT C

NON-STANDARD MATERIAL

 

This EXHIBIT C is incorporated as part of the Original Equipment Manufacturer (OEM) Purchase Agreement ("Agreement") which together with this EXHIBIT C, and other cited Exhibits, Schedules and Addendums, form the entirety of the Agreements, entered into as of the first date written below, by and between Super Micro Computer, Inc. ("SMCI"), a Delaware corporation, having a principal place of business at 980 Rock Avenue, San Jose, CA 95131 and NUTANIX INC., a Delaware Corporation,

having a principal place of business at 1740 TECHNOLOGY DR. SUITE 400, SAN JOSE, CA, 95110 and NUTANIX NETHERLANDS B.V. incorporated and registered in The Netherlands with its registered office at Scorpius 100, 2132 LR Hoofddorp, The Netherlands (collectively Nutanix Inc. and Nutanix Netherlands, B.V. are referred to as “OEM”). The terms and conditions set forth in this EXHIBIT C will be construed and governed by the terms and conditions set forth in the Agreement.

 

1.
As stated in Section 9.1 of the Agreement, OEM has no inventory liability inventory other than the Non-Standard Material, which is described in the spreadsheet attached to this Amendment 2.

 

2.
Where a component in the list of Non-Standard Material is listed in the “Nutanix Liability” column as being “[***] of On Hand Value & On Order to Lead Time”, Nutanix shall only have liability of [***] of the price of the relevant Non-Standard Material component.

 

3.
No other changes are made to the Agreement, and following the Amendment Two Effective Date, all references to the “Agreement” shall mean the Agreement as amended by this Amendment Two.

 

 

 

 

CONFIDENTIAL

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.

 

NUTANIX INC.

 

By: /s/ David Sangster

 

Title: EVP, Engineering & Operations Nutanix

 

Date: October 31, 2018

 

NUTANIX NETHERLANDS, B.V.

 

By: /s/ Kenneth Long

 

Title: Director

 

Date: October 31, 2018

 

NUTANIX NETHERLANDS, B.V.

 

By: /s/ Servais Willie Ngabo

 

Title: Managing Director

 

Date: October 31, 2018

 

 

ACKNOWLEDGED AND AGREED

 

 

SUPER MICRO COMPUTER INC.

 

By: Cenly Chen

 

Title: VP of Sales

 

Date: 10/31/2018

 

 

CONFIDENTIAL

 

 

 

 

 

 

Supermicro Part Number

Nutanix Part Number

Lead Time (Work Days)

Nutanix Liability

Cost $

 

[***]