EXHIBIT 10.47
AUSPEX RESELLER AGREEMENT
This AUSPEX Reseller Agreement (the "Agreement") is made and entered into
effective June 7th, 2002 (the "Effective Date") by and between AUSPEX SYSTEMS,
Inc., a Delaware corporation with a principal place of business at 0000 Xxxxx
Xxxxxxxxx, Xxxxx Xxxxx, XX 00000-0000 ("AUSPEX") and Hitachi Data Systems
Limited, a Hong Kong company with a principal place of business at Suite 0000-0,
Xxxxx Xxxxx, Xxxxx Xxxxxx, 0 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxx, Xxxx Xxxx
("Reseller").
AUSPEX and Reseller agree as follows:
1. Relationship. The term Reseller, as used herein, is defined to include
Reseller's affiliated companies as identified on Exhibit A. Reseller's
affiliated companies will be bound by and comply with this Agreement to the
extent they order Equipment (as defined below) hereunder. Reseller is an
independent organization that regularly resells products or acts as a systems
integrator. In the normal course of such business, Reseller encounters
opportunities to sell Equipment manufactured by AUSPEX and sell licenses to
Software (as defined below) created by or licensed to AUSPEX. In recognition of
the above, AUSPEX agrees to sell Equipment and Software licenses to Reseller and
hereby grants Reseller a nonexclusive right to resell Equipment and Software
licenses and provide support for Equipment and Software to end user customers
("Customers") in the Territory identified in Exhibit B, either directly or
indirectly through sister companies, subsidiaries or distributors (collectively,
"Distributors"), under the terms of this Agreement.
2. Term. This Agreement shall take effect on the Effective Date and shall
continue, subject to the parties' termination rights pursuant to Section 11
below, for an initial period of one year, and thereafter automatically renew on
a year-to-year basis unless either party gives written notice of non-renewal at
least ninety (90) days prior to the expiration of the then current term.
3. Equipment and Software.
3.1 AUSPEX agrees to sell to Reseller the equipment, including spare
parts, listed in Exhibit C of this Agreement (the "Equipment"). If
AUSPEX proposes a change to the Equipment which affects the form, fit or
function of the Equipment, or which would directly affect any
Reseller-unique feature of Equipment, AUSPEX will provide Reseller at
least forty-five (45) days' prior notification of such change and give
Reseller an opportunity to comment on such change, but will not be
obligated to incorporate or to modify the change. AUSPEX shall also
provide Reseller with written notice, prior to shipment, of any other
design change to Equipment which does not directly affect the form, fit
or function and does not affect a Reseller-unique feature. Reseller may
cancel any order for Equipment which will incorporate a form, fit or
function change, or elect to accept the changed Equipment, with no
penalty or extra charge.
3.2 "Software" is defined as the software programs, firmware or
microcode (e.g., licensed internal code) and documentation provided with
the Equipment. Notwithstanding any other provisions of this Agreement
and/or reference to "sale" of Equipment, title to and ownership of the
Software shall remain in AUSPEX and licensors to AUSPEX at all times.
3.2.1 AUSPEX agrees to sell Software licenses to Reseller for
further resale directly and indirectly to Customers. Software is
provided pursuant to license agreements which accompany the
Software. Reseller agrees to pass through the Software and
licenses exactly as ordered and received from AUSPEX.
3.2.2 AUSPEX grants Reseller and Distributors (and, as required,
Reseller's and Distributors' subcontractors) an exclusive,
nontransferable license, without the right to sublicense, to use
the Software solely for the purposes of (i) assisting Customers
in installing Software, (ii) demonstrating Equipment and Software
to potential Customers and (iii) supporting and maintaining
Equipment and Software for Customers. Such license is
also subject to the terms and conditions of AUSPEX's end user
license agreement which accompanies such Software.
3.2.3 Reseller agrees to provide Software and Software licenses
only to Distributors which have agreed in writing to the terms of
this Section 3.2.
4. Pricing.
4.1 Prices for Equipment and Software licenses are as set out in Exhibit
C. Prices for Support are set out in Exhibit D. Prices for Training are
set out in Exhibit E. Prices for Equipment, Software licenses, Support
or Training may be changed by AUSPEX upon prior written notice to
Reseller. Where the change is a decrease in the price of Equipment,
Software licenses or Support, any decrease will be effective immediately
upon the date of notice and will apply to all unshipped orders. Where
the change is an increase in the price of Equipment, Software licenses,
Support or Training, any increase will apply to all orders placed thirty
(30) days of more from the date of notice.
5. Purchase Orders.
5.1 Reseller will purchase Equipment by issuing purchase orders to
AUSPEX. Such purchase orders shall be in writing and identify quantity,
model, features, prices and the location and requested date for delivery
of Equipment. Reseller may transmit purchase orders by facsimile, e-mail
or regular post. Reseller will issue each purchase order at least ten
(10) business days prior to the requested delivery date, but AUSPEX will
use its best efforts to meet shorter requested delivery dates.
5.2 AUSPEX will notify Reseller of its acceptance or rejection of a
purchase order within two (2) business days after receipt of such
purchase order. Failure of AUSPEX to notify Reseller within two (2)
business days will be deemed acceptance of a purchase order. If AUSPEX
rejects a purchase order, AUSPEX will inform Reseller in writing of the
reason for such rejection.
5.3 Once accepted by AUSPEX, if reseller cancels a purchase order, or
any part thereof, within five (5) business days prior to the scheduled
delivery date, Reseller agrees to pay to AUSPEX as a cancellation charge
at AUSPEX's option, ten percent (10%) of the accepted price of the
canceled Equipment, such charge having been agreed upon not as a penalty
but as a result of the difficulty of computing actual damages.
5.4 Reseller may reschedule or otherwise modify a purchase order,
without penalty, by giving AUSPEX prior written notice at least seven
(7) business days prior to the scheduled delivery date.
5.5 If AUSPEX is unable, despite its best efforts, to meet a requested
delivery date, AUSPEX will promptly notify Reseller and inform Reseller
when delivery will be made.
5.6 Reseller agrees to provide a non-binding sales forecast at the
beginning of each calendar quarter (the end of March, June, August &
December) to assist in meeting demand.
5.7 Within three (3) business days after AUSPEX's receipt from Reseller
of the first purchase order for an item of Equipment or Software, AUSPEX
shall provide the following information, as applicable, to Hitachi Data
Systems Corporation for such Equipment or Software:
5.7.1 Name
5.7.2 Model number
5.7.3 Part number
5.7.4 Brief description
5.7.5 Schedule B/harmonized tariff number
5.7.6 Country of origin or manufacture
5.7.8 Any information required by the U.S. Federal Communications
Commission for importation into the U.S.
5.7.9 Any information required by the U.S. Food and Drug
Administration for importation into the U.S. (typically required
for products containing lasers)
AUSPEX shall submit this information to:
Global Trade Compliance Department
Hitachi Data Systems Corporation
000 Xxxxxxx Xxxxxxxxxx, XX 00-00
Xxxxx Xxxxx, XX 00000
U.S.A.
Telephone: (000) 000-0000
Fax: (000) 000-0000
6. Terms and Conditions of Sale. The terms and conditions governing the sale of
Equipment and Software licenses hereunder shall be as defined in this Agreement.
All preprinted terms contained in purchase orders, order acknowledgements or
invoices issued pursuant to such sale are considered null and void, unless
otherwise mutually agreed by the parties in writing.
7. Delivery and Inspection.
7.1 Unless AUSPEX is notified that a specific carrier or agent is
selected by Reseller, AUSPEX will ship freight "prepay and xxxx or
charge back" by the most appropriate method. Documentation for any
freight charges shall be made available to Reseller upon request.
Delivery shall be per FCA, Auspex Dock (Incoterms 2000). Title, except
to Software, and risk of loss shall pass to Reseller upon delivery of
the Equipment by AUSPEX to the carrier, and Reseller shall be
responsible for insuring Equipment from that point.
7.2 Each item of Equipment will be deemed delivered at the time when the
shipping and receiving document and itemized packing slip are signed off
by an authorized agent at the receiving destination as indicated on the
purchase order to AUSPEX. Orders shall be deemed accepted if, within
fifteen (15) business days following receipt of an order, Reseller has
failed to inform AUSPEX in writing, including via e-mail, of any defect.
7.3 All prices set forth in Exhibit C include charges for standard
commercial packaging.
8. Payment.
8.1 AUSPEX may invoice Reseller for Equipment and related Software upon
delivery of Equipment. AUSPEX may invoice Reseller for Support as set
out in Exhibit D and for Training as set out in Exhibit E.
8.2 Payment in full for Equipment, Software, Support or Training is due
from Reseller forty-five (45) days from the date of Reseller's receipt
of the invoice. From the date payment is due hereunder, AUSPEX may
charge Reseller for all undisputed amounts unpaid interest at the rate
of one and one-half percent (1.5%) per month (or such lesser rate as is
the maximum permissible under applicable law).
9. Taxes. The prices set forth in Exhibits C, D do not include any applicable
taxes, export duties, and/or similar license fees. Unless prohibited by law,
Reseller shall pay to AUSPEX any tax, export duty or similar license fee
assessed against or payable by AUSPEX on account of any aspect of AUSPEX's
performance hereunder, except taxes based on AUSPEX's net income. If Reseller
claims exemption from any such tax, Reseller may provide a tax exemption to
AUSPEX to justify such exemption.
10. Termination, Effect of Termination and Survival.
10.1 Either party may terminate this Agreement, or any or all purchase
orders without cancellation fee, at any time upon written notice if the
other party:
10.1.1 becomes insolvent;
10.1.2 makes an arrangement with its creditors generally;
10.1.3 becomes (or its properties become) the subject of any
insolvency, bankruptcy or similar proceeding which is not
dismissed within sixty (60) days;
10.1.4 goes into liquidation;
10.1.5 ceases to function as a going concern; or
10.1.6 fails to cure a material breach of this Agreement within
fifteen (15) days after receipt of a notice describing such
breach.
10.2 Until thirty (30) days after termination of this Agreement pursuant
to Section 2 or Section 11.1 above, Reseller may place purchase orders
for Equipment.
10.3 In the event that Reseller terminates this Agreement pursuant to
Section 10.1 above, Reseller may, at Reseller's option, either (a)
extend the term of the provisions of this Agreement related to Support
for up to five (5) years after such termination or (b) require that
AUSPEX transfer to a third party agreeable to Reseller the rights and
technology necessary for such third party to provide Support to Reseller
for up to five (5) years after such termination.
10.4 In the event that AUSPEX terminates this Agreement for any reason,
or Reseller terminates this Agreement pursuant to Section 2 above, the
provisions of this Agreement related to Support, including but not
limited to Exhibit D, will survive for five (5) years after expiration
or termination of this Agreement.
10.5 Other provisions of this Agreement which, by their nature, would
survive expiration or termination of this Agreement will so survive.
11. Warranties.
11.1 Commencing on the earlier of the date of Equipment installation or
thirty (30) days after Reseller's receipt of the Equipment, AUSPEX
warrants to Reseller that for a period of one (1) year the Equipment
shall be free from defects in materials and workmanship and when (i)
operated in a suitable environment as specified in the appropriate
product description and (ii) properly maintained and operated, will
perform in accordance with AUSPEX's applicable published specifications.
If an item of Equipment is found not to meet this standard during the
warranty period, it will be repaired or, at the option of AUSPEX,
replaced. AUSPEX's warranty with respect to repaired or replaced
Equipment or components thereof shall extend for the greater of (a)
ninety (90) days after installation or (b) the unexpired portion of the
warranty period for such Equipment.
11.2 AUSPEX warrants to Reseller and to Customers that the Software
media shall be free from defects in materials and workmanship and the
Software shall substantially conform to its published specifications as
they exist at the date of Software delivery for the applicable warranty
period, which is ninety (90) days from date of Software delivery to
Customer. AUSPEX's sole obligation for breach of this warranty shall be
to use its best efforts to correct such defects and conformance
failures, and supply Reseller or Customer with a corrected version of
such Software as soon as practical after AUSPEX is informed of such
defects or conformance failures. AUSPEX does not warrant that operation
of any of the Software shall be uninterrupted or error-free. AUSPEX's
warranty obligations shall be void if the licensed Software is modified
without written consent of AUSPEX.
11.3 AUSPEX warrants to Reseller that Support will be provided according
to the highest standards of the industry. AUSPEX's obligation for breach
of this warranty will be to re-perform the Support that failed to comply
with this warranty. In the event that re-performance fails to comply
with this warranty, AUSPEX will promptly subcontract performance of
Support to a subcontractor whose performance complies with the warranty;
however, AUSPEX will remain liable for Support that complies with this
warranty until such Support is provided.
12. Exclusion of Warranties and Limitation of Remedies.
12.1 THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY
WARRANTIES OF AUSPEX AND RESELLER'S ONLY REMEDIES IN THE EVENT SUCH
WARRANTIES ARE BREACHED. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE FOLLOWING STATEMENT APPLIES WHERE LOCAL LAW REQUIRES:
FOR AVOIDANCE OF DOUBT, RESELLER EXPRESSLY AGREES THIS IS NOT A CONSUMER
CONTRACT FOR SALE OR HIRE PURCHASE AND THAT THE ABOVE EXCLUSIONS ARE
REASONABLE.
12.2 EXCEPT FOR LIABILITIES ARISING UNDER SECTION 11, WARRANTIES, OR
SECTION 16, INFRINGEMENT INDEMNIFICATION, NEITHER PARTY'S LIABILITY TO
THE OTHER ARISING OUT OF THIS AGREEMENT WILL EXCEED THE TOTAL SUM
RECEIVED BY AUSPEX FOR EQUIPMENT AND SOFTWARE LICENSES PROVIDED UNDER
THIS AGREEMENT.
12.3 EXCEPT FOR LIABILITIES ARISING UNDER SECTION 12, WARRANTIES, OR
SECTION 16, INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION, IN NO
EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, PUNITIVE , CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY
CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
12.4 NOTWITHSTANDING THE FOREGOING SECTIONS 12.2 AND 12.3, CLAIMS BY
EITHER PARTY FOR CONTRIBUTION FROM THE OTHER PARTY FOR THIRD-PARTY
BODILY INJURY, INCLUDING DEATH, AND DAMAGE TO REAL OR PERSONAL TANGIBLE
PROPERTY ARE NOT WAIVED, RELEASED OR DISCLAIMED.
13. Force Majeure. Neither party shall be responsible for its failure to perform
or be liable for any damages or penalty for delay due to causes beyond its
reasonable control, such as acts of God, fire, theft, war, riot, embargoes, acts
of civil or military authorities, including delays due to recognized industrial
shortages. If delivery of Equipment is delayed by such interference, the
schedule shall be extended on a day-for-day basis up to thirty (30) days, after
which Reseller shall have the right to cancel any purchase order that was so
affected without obligation.
14. Support and Training. AUSPEX will provide Support pursuant to Exhibit D.
AUSPEX will provide Training pursuant to Exhibit E.
15. Confidential Information.
15.1 During the term of this Agreement, a party ("Recipient") may
receive information from the other party ("Disclosing Party") which the
Disclosing Party considers to be confidential. Confidential information
shall (i) if furnished in written, other tangible, or electronic form,
be
clearly marked as confidential at the time of the disclosure or (ii) if
furnished orally or visually and stated to be confidential at the time
of disclosure, be designated as confidential in a writing submitted by
the Disclosing Party to the Recipient within thirty (3) days after such
oral or visual disclosure ("Confidential Information").
15.2 Confidential Information may be used by the Recipient only with
respect to performance of its obligations under this Agreement, and only
by (i) those employees of Recipient who have the need to know such
Confidential Information for purposes related to this Agreement and (ii)
employees of Distributors who have the need to know such Confidential
Information for purposes related to this Agreement provided such
Distributors have entered into written agreements with Reseller that
contain provisions at least as protective of AUSPEX's Confidential
Information as those set forth herein. The Recipient shall protect the
Confidential Information of the Disclosing Party by using the same
degree of care (but not less than a reasonable degreed of care) to
prevent the unauthorized use, dissemination or publication of such
Confidential Information, as the Recipient uses to protect its own
Confidential Information of like nature.
15.3 This Agreement shall impose no obligation upon the Recipient with
respect to any Confidential Information of the Disclosing Party which
(i) is now or which subsequently becomes generally known or available;
(ii) is known to the Recipient at the time of receipt of same from the
Disclosing Party; (iii) is provided by the Disclosing Party to a third
party without restriction on disclosure; (iv) is subsequently rightfully
provided to the Recipient by a third party without restriction on
disclosure; or (v) is independently developed by the Recipient provided
the person or persons developing same have not had access to the
Confidential Information of the Disclosing Party.
15.4 Recipient agrees that monetary damages alone would be insufficient
to correct a breach of this Section 15, and that upon a breach or
threatened breach of this Section 15, the Disclosing Party shall be
entitled to seek injunctive relief (in addition to any other legal or
equitable remedies to which it is entitled.)
15.5 Each party designates the person identified below as its Document
Manager for the receipt and dispatch on its behalf, of all Confidential
Information disclosed pursuant to this Agreement:
FOR RESELLER: FOR AUSPEX:
Xxx Xxxx Xxxxxx S. Garofalo
Xxx.Xxxx@xxx.xxx Xxxxxxxx@xxxxxx.xxx
x000 0000 0000 x00-0000-0000
Each party may change its Document Manager upon written notice to the
other party.
15.6 All written data delivered by the Disclosing Party to Recipient
pursuant to this Agreement shall be and remain the property of the
Disclosing Party, and all such written data, and any copies thereof,
shall be promptly returned to the Disclosing Party upon written request,
or destroyed at the Disclosing Party's option.
16. Infringement Indemnification.
16.1 AUSPEX will defend, at its own expense, any action brought against
Reseller, Distributors and Customers to the extent that the action is
based on a claim that an item of Equipment or Software infringes a
patent, copyright, trade secret, trademark, or any intellectual property
right of any third party (an "Infringement Claim"). AUSPEX will also pay
any costs and damages awarded against Reseller, Distributors and
Customers in a final judgment which are attributable to an Infringement
Claim, or any settlement amount payable by Reseller, Distributors or
Customers in a final judgment which are attributable to an Infringement
Claim, or any settlement amount payable
by Reseller, Distributors and Customers as a result of AUSPEX's
settlement of an Infringement Claim.
16.2 The obligations of AUSPEX in this Section 16 are subject to the
conditions that (i) AUSPEX is notified promptly of any Infringement
Claim; (ii) AUSPEX has sole control of the defense and settlement or
compromise of any Infringement Claim; and (iii) Reseller reasonably
cooperates, at AUSPEX's expense, in the defense of any Infringement
Claim.
16.3 Notwithstanding the foregoing, AUSPEX shall have no responsibility
for Infringement Claims to the extent arising form (i) modifications of
Equipment or Software made by Reseller or any third party if such claim
would not have arisen but for such modifications, (ii) combination or
use of Equipment or Software with equipment, devices or software not
supplied by AUSPEX if such claims would not have arisen but for such
combination or use, or (iii) any use of Equipment or Software not
conforming to the AUSPEX specifications for use if such claim would not
have arisen but for such use.
16.4 Should any Equipment or Software become (or in AUSPEX's reasonable
opinion be likely to become) the subject of any Infringement Claim,
AUSPEX shall at its option and expense: (i) procure for Reseller,
Distributors and Customers the right to continue using the relevant
Equipment or Software; (ii) replace or modify the relevant AUSPEX
Equipment or Software so that it become non-infringing provided that any
replacement or modified Equipment or Software meets substantially the
same specifications as the original and is reasonably acceptable to
Reseller, Distributors and Customers; or (iii) if neither (i) or (ii) is
reasonably possible, grant Reseller, Distributors and Customers a credit
for the Equipment or Software as depreciated and accept its return.
Depreciation will be computed on a five-year declining balance
depreciation schedule commencing on the date of delivery and with no
residual value.
16.5 This Section 16 states AUSPEX's entire liability and Reseller's,
Distributors' and Customers' sole and exclusive remedy for intellectual
property rights claims relating to or arising out of Equipment or
Software provided under this Agreement.
17. Ownership. Title to all copyrights, patents, trademarks, trade names and
trade secrets contained in the Equipment, Software and Confidential Information
provided under this Agreement will at all times remain with AUSPEX or its
suppliers, as applicable. Reseller and Distributors are expressly prohibited
from reverse engineering, reverse assembling and/or decompiling the Equipment,
Software or Confidential Information for any purpose whatsoever. However,
Reseller and Distributors may independently develop equipment and/or software
which competes with or provides the same functions as the Equipment or Software
provided that Reseller and Distributors do not violate or breach this Agreement
in such development.
18. Export. Reseller agrees to fully comply with all United States laws and
regulations governing the export of Equipment and Software, including the United
States Export Control Regulations, assuring AUSPEX that, unless prior
authorization is obtained from the United States Office of Export
Administration, Reseller does not intend to and shall not knowingly export or
re-export, directly or indirectly, any Equipment or Software in violation of
current Export Administration Regulations published by the United States
Department of Commerce.
19. Notices. Any notices issued under this Agreement shall be sent by overnight
mail or other postal system that provides proof of delivery, and shall be
effective when received as established by such proof of delivery. Such notices
shall be sent to:
For AUSPEX: AUSPEX SYSTEMS, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Chief Financial Officer
For Reseller:
Hitachi Data Systems Limited
Xxxxx 0000-0, Xxxxx Xxxxx
Xxxxx Xxxxxx, 0 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxx
Xxxx Xxxx
Attention: Xxx Xxxx
With a copy to:
Hitachi Data Systems Corporation
000 Xxxxxxx Xxxxxxxxxx
Xxxxx Xxxxx, XX 00000
Attention: General Counsel, MS 32-02
20. General.
20.1 This Agreement shall be governed by the laws of California, except
for its choice of law rules. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement.
20.2 Neither party shall assign this Agreement or any rights hereunder
without the prior written consent of the other party, which consent
shall not be unreasonably withheld. Any attempt to assign this Agreement
or any rights or obligations under this Agreement in violation of this
Section 20.2 shall be void. Notwithstanding the above, either party may
assign this Agreement to a surviving entity in connection with a merger,
consolidation or sale of substantially all of the assets of the party.
20.3 The terms of this Agreement, including the exhibits hereto which
are incorporated herein, constitute the final, complete and exclusive
terms between the parties hereto on the subject matter hereof. This
Agreement may be amended or modified only in writing signed by
authorized representatives of both parties.
20.4 Neither party's failure to exercise any of its rights hereunder
shall constitute or be deemed to be a waiver or forfeiture of any such
rights or right to enforce that may thereafter occur.
20.5 If any provision of this Agreement is held illegal, unenforceable
or in conflict with any law having jurisdiction over this Agreement, the
validity of the remaining portions or provisions hereof shall not be
affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives effective the Effective
Date:
AUSPEX SYSTEMS, Inc. Hitachi Data Systems Limited
By: By:
------------------------------ ------------------------------
Name: Name:
---------------------------- ----------------------------
Title: Title:
--------------------------- ---------------------------
EXHIBIT A
RESELLER'S AFFILIATED COMPANIES
Hitachi Data Systems Australia Pty. Ltd.
0xx Xxxxx, 00-00 Xxxxxxxx Xxxx
Xxxxxx, XXX 0000
Xxxxxxxxx
Hitachi Data Systems Pte. Ltd.
000 Xxxxxxxxxx Xxxx
#00-00 Xxxxxxxxxx
Xxxxxxxxx, 000000
Xxxxxxxxx
Hitachi Data Systems Limited
3909 Lippo Tower, Lippo Centre
00 Xxxxxxxxx
Xxxx Xxxx, Xxxx Xxxx
EXHIBIT B
TERRITORY
TERRITORY SHALL BE:
Asia Pacific region (excluding Japan), a subset of the HDS APIA region which
consists of the following countries.
- Singapore
- Indonesia
- Thailand
- Malaysia
- India
- Hong Kong
- China PRC
- Taiwan
- Korea
- Philippines
- Australia
- New Zealand
EXHIBIT C
EQUIPMENT AND SOFTWARE
CURRENT EQUIPMENT
LIST PRICE
PART NUMBER DESCRIPTION US$
----------- ----------- ----------
991008 NSc3000 Storage Controller 20,000
991010 NFS ServerGuard Package - Up to 3TB (Inc: 2 NSc3000; 2
NetOS packages; ServerGuard) 95,900
991310 NFS ServerGuard Package - Up to 6TB (Inc: 2 NSc3000; 2
NetOS packages; ServerGuard) 127,900
991610 NFS ServerGuard Package - Greater than 6TB (Inc: 2
NSc3000; 2 NetOS packages; ServerGuard) 143,900
991011 Bilingual ServerGuard Package - Up to 3TB (Inc: 2
NSc3000; 2 NetOS packages; ServerGuard) 99,900
991311 Bilingual ServerGuard Package - Up to 6TB (Inc: 2
NSc3000; 2 NetOS packages; ServerGuard) 133,900
991611 Bilingual ServerGuard Package - Greater than 6TB
(Inc: 2 NSc3000; 2 NetOS packages; ServerGuard) 150,900
99-Quad Included - Quad Ethernet Included
99-Gigabit Included - Gigabit Ethernet Included
450537 USA Power Cord, Rack Mount 30
450334 System Power Cord, 2.5M (Western Europe...) 30
450336 System Power Cord, 2.5M (Australia, China...) 30
450337 System Power Cord, 2.4M (Japan) 30
450338 System Power Cord, 2.5M (India) 30
450339 System Power Cord, 2.5M (UK, Hong Kong, Singapore...) 30
450342 System Power Cord, 2.5M (Denmark) 30
450343 System Power Cord, 2.5M (Israel) 30
450344 System Power Cord, 2.5M (Italy, Chile) 30
450345 System Power Cord, 2.5M (Switzerland) 30
500815 System Monitor, Keyboard, Mouse kit 850
450334 Monitor Power Cord, 2.5M (Western Europe...) 30
450336 Monitor Power Cord, 2.5M (Australia, China...) 30
450337 Monitor Power Cord, 2.4M (Japan) 30
450338 Monitor Power Cord, 2.5M (India) 30
450339 Monitor Power Cord, 2.5M (UK, Hong Kong, Singapore) 30
450342 Monitor Power Cord, 2.5M (Denmark) 30
450343 Monitor Power Cord, 2.5M (Israel) 30
450344 Monitor Power Cord, 2.5M (Italy, Chile) 30
450345 Monitor Power Cord, 2.5M (Switzerland) 30
993009 Fibre Channel Cable Kit Varies
450479 LC/SC Fibre Cable, 1Meter 150
450494 LC/SC Fibre Cable, 1.5Meter 150
450480 LC/SC Fibre Cable, 2Meter 150
450481 LC/SC Fibre Cable, 3Meter 150
450482 LC/SC Fibre Cable, 5Meter 150
450543 LC/SC Fibre Cable, 10Meter 200
450544 LC/SC Fibre Cable, 100Meter 570
450545 LC/SC Fibre Cable, 250Meter 1,250
450546 LC/SC Fibre Cable, 500Meter 2,000
450483 LC/LC Fibre Cable, 1Meter 150
450495 LC/LC Fibre Cable, 1.5Meter 150
450484 LC/LC Fibre Cable, 2Meter 150
450485 LC/LC Fibre Cable, 3Meter 150
450486 LC/LC Fibre Cable, 5Meter 150
450547 LC/LC Fibre Cable, 10Meter 200
450548 LC/LC Fibre Cable, 100Meter 570
450549 LC/LC Fibre Cable, 250Meter 1,250
450542 LC/LC Fibre Cable, 500Meter 2,000
99SWPKG-FC NSc3000 FC Software Package Bundle Varies
NFS ONLY
997020 NetOS 5.1 for NFS - up to 3TB 27,600
997320 NetOS 5.1 for NFS - up to 6TB 41,400
997620 NetOS 5.1 for NFS - Greater than 6TB 48,300
NFS/CIFS
997021 NetOS 5.1 for Bilingual - up to 3TB 30,000
997321 NetOS 5.1 for Bilingual - up to 6TB 45,000
997621 NetOS 5.1 for Bilingual - Greater than 6TB 52,500
99SWPKG-FC NSc3000 FC Software Package Bundle Options Varies
0-3TB
998031 TurboCopy - up to 3TB 7,500
998032 Hitachi Storage Integration Option (Midrange) -
up to 3TB 14,250
998033 Hitachi Storage Integration Option (Enterprise) -
up to 3TB 25,650
998034 Hitachi Multi-Pathing Failover - up to 3TB 5,000
998036 EtherBand - up to 3TB 3,500
3-6TB
998331 TurboCopy - up to 6TB 11,250
998332 Hitachi Storage Integration Option (Midrange) -
up to 6TB 21,375
998333 Hitachi Storage Integration Option (Enterprise) -
up to 6TB 38,475
998334 Hitachi Multi-Pathing Failover - up to 6TB 7,500
998336 EtherBand - up to 6TB 5,250
GREATER THAN
6TB
998631 TurboCopy - Greater than 6TB 13,125
998632 Hitachi Storage Integration Option (Midrange) - greater
than 6TB 24,950
998633 Hitachi Storage Integration Option (Enterprise)- greater
than 6TB 44,900
998634 Hitachi Multi-Pathing Failover - Greater than 6TB 8,750
998636 EtherBand - Greater than 6TB 6,125
UPGRADES
998035 ServerGuardV (per pair) - up to 3TB (upgrade for
NSc3000) 25,750
998335 ServerGuardV (per pair) - up to 6TB (upgrade for
NSc3000) 38,625
998635 ServerGuardV (per pair) - Greater than 6TB (upgrade
for NSc3000) 45,065
998030 CIFS - up to 3TB (upgrade NFS to Bilingual) 3,000
998330 CIFS - up to 6TB (upgrade NFS to Bilingual) 4,500
998630 CIFS - Greater than 6TB (upgrade NFS to Bilingual) 5,250
CAPACITY
UPGRADE From: UP TO 3TB To: UP TO 6TB
996310 NFS ServerGuard Package (SW for: 2 NSc3000; 2
NetOS; ServerGuard) upgrade to 6TB 41,905
996311 Bilingual ServerGuard Package (SW for: 2 NSc3000;
2 NetOS; ServerGuard) upgrade to 6TB 44,525
996320 NetOS NFS, NetGuard, NDMP upgrade to 6TB 17,250
000000 XxxXX Xxxxxxxxx, XxxXxxxx, XXXX upgrade to 6TB 18,750
0
996330 CIFS upgrade to 6TB 1,875
996331 Turbo Copy upgrade to 6TB 4,690
996332 Hitachi Storage Integration Option (Midrange)
upgrade to 6TB 8,900
996333 Hitachi Storage Integration Option (Enterprise)
upgrade to 6TB 16,030
996334 Hitachi Multi-Pathing Failover upgrade to 6TB 3,125
996335 ServerGuard V (per pair) upgrade to 6TB 16,095
996336 Etherband upgrade to 6TB 2,190
CAPACITY
UPGRADE From: UP TO 6TB To: GREATER THAN 6TB
996610 NFS ServerGuard Package (SW for: 2 NSc3000; 2
NetOS; ServerGuard) upgrade Greater than 6TB 20,950
996611 Bilingual ServerGuard Package (SW for: 2 NSc3000;
2 NetOS; ServerGuard) upgrade Greater than 6TB 22,260
996620 NetOS NFS, NetGuard, NDMP upgrade Greater than 6TB 8,625
996621 NetOS Bilingual, NetGuard, NDMP upgrade Greater
than 6TB 9,375
996630 CIFS upgrade Greater than 6TB 940
996631 Turbo Copy upgrade Greater than 6TB 2,345
996632 Hitachi Storage Integration Option (Midrange)
upgrade Greater than 6TB 4,470
996633 Hitachi Storage Integration Option (Enterprise)
upgrade Greater than 6TB 8,030
996634 Hitachi Multi-Pathing Failover upgrade Greater than 6TB 1,560
996635 ServerGuard V (per pair) upgrade Greater than 6TB 8,045
996636 Etherband upgrade Greater than 6TB 1,095
DISCOUNTS FROM THEN CURRENT APPLICABLE PRODUCT LIST PRICES:
Discounts are applied to List Prices. Trade-in credits, if authorized, are
applied after discount.
CATEGORY B
CATEGORY A LOOSE OPTIONS CATEGORY C
SYSTEMS (UPGRADES)* SOFTWARE
---------- ------------- ----------
52% 52% 52%
* "Loose Options (Upgrades)" means a feature that is ordered to be added to
an previously installed unit of Equipment.
EXHIBIT D
SUPPORT
1. Definitions.
1.1 "First Level Maintenance" means technical screening and telephone
call management for Products requiring repair or maintenance. First
Level Maintenance consists of (i) an effort to remedy or isolate, and
document Problems and (ii) providing AUSPEX with relevant information
regarding the nature of the Problem and exact location of the Equipment
concerned.
1.2 "Fix" means a modification or addition to the Product that
establishes or restores substantial conformity with the applicable
Specifications.
1.3 "Patches and Bug Fixes" means any minor change made by AUSPEX to the
Software, including changes made for purposes of maintaining operating
system and database compatibility, error correction and Workarounds.
1.4 "Problem" means an instance where a Product does not substantially
conform to the applicable Specifications.
1.5 "Product" means the Equipment and/or Software, as the context
indicates.
1.6 "Release" means the addition by AUSPEX of a previously not included
function or feature to the Software.
1.7 "Second Level Maintenance" means assigning a trained customer
service engineer (CSE) who shall, as necessary, perform remote
diagnostics to isolate the Problem, attempt to remedy the Problem
remotely and visit the Customer site in an attempt to remedy the Problem
by repairing or replacing any defective components of Product.
1.8 "Severity Level 1" means a Problem has occurred which makes the
continued use of one or more functions impossible and prevents Customer
from continued production, or severely risks production operations or
causes losses of data or data availability.
1.9 "Severity Level 2" means a Problem causes a severe loss of service.
No Workaround is available; however, operation can continue in a
restricted fashion.
1.10 "Severity Level 3" means a Problem is not critical in that no loss
of data occurs and that can be circumvented or avoided on a temporary
basis.
1.11 "Severity Level 4" means a minor condition or documentation error
that can be easily circumvented.
1.12 "Specifications" means the technical and functional requirements
for Products as set forth in Equipment and Software fact sheets and
technical publications, as amended by AUSPEX from time to time.
1.13 "Support" means the Product support and maintenance obligations of
AUSPEX under the Agreement, including this Exhibit D.
1.14 "Third Level Maintenance" means that AUSPEX will provide backup
engineering and technical support to isolate the problem case and
resolve the Problem, including technical support and assistance in
diagnosing and resolving Problems on a 24/7 basis, 365 days per
year. AUSPEX will be responsible for resolution of the Problem, with the
continued involvement of Reseller, and will utilize best efforts to
resolve such Problem.
1.15 "Version" means the addition by AUSPEX of a function or feature of
the Software or any change made by AUSPEX to the Software which improves
its performance, including all Patches and Bug Fixes made to the
Software since the last previous Version.
1.16 "Workaround" means a temporary resolution to a Customer's Problem.
This type of resolution typically does not involve additional
programming or code modification.
2. Installation. At Reseller's request, AUSPEX will install Products at Customer
sites for the following amounts, which are inclusive of labor, travel,
accommodation and expenses:
2.1 US$3,750 for one NSc3000 at a Customer site, provided that the
NSc3000 installation site and accommodation are located within 25 km of
an airport to which regularly scheduled flights are available from San
Francisco International Airport. Requests for such installation must be
submitted at least 14 days prior to the requested installation date, and
reasonably sooner if flights to the applicable airport are not daily
from San Francisco International Airport, or are regularly fully booked.
In the event that the NSc3000 installation site or accommodation are
located more than 25 km from an airport to which regularly scheduled
flights are available from San Francisco International Airport or
Reseller requests installation fewer than 14 days from the requested
installation date, AUSPEX may add reasonable charges based on additional
direct costs to AUSPEX; however, such reasonable additional charges will
not apply to the transaction unless they are accepted in writing by
Reseller prior to installation.
2.2 In the event that Reseller requests AUSPEX to install more than one
NSc3000 at a Customer site during a single installation, AUSPEX will
charge Reseller US$1,250 for each additional NSc3000.
3. Maintenance. Upon the sale of a Product to a Customer, Reseller or a
Distributor may enter into a support agreement with the Customer for maintenance
of the Product. In the event that a Distributor has the support agreement with
the Customer, Reseller and Distributor may determine between themselves which
entity will provide First Level Maintenance and which entity will provide Second
Level Maintenance for the applicable Product. To the extent that Reseller or a
Distributor wishes for AUSPEX to provide Third Level Maintenance on a Product,
Reseller will order and pay for such Third Level Maintenance as set forth below.
Further, only Reseller will contact AUSPEX for Third Level Maintenance, and
AUSPEX is obligated to provide Third Level Maintenance only to Reseller;
Reseller shall be responsible for providing Third Level Maintenance Problem
resolutions to Distributors and Customers. In order to assist Reseller and
Distributors in planning and providing First Level Maintenance and Second Level
Maintenance, AUSPEX will provide Reseller in a timely manner with
mean-time-between-failure (MTBF) and all other relevant maintenance information
collected by or available to AUSPEX. Reseller will be responsible for
maintaining spares inventory and will have spare parts dispatch responsibility.
4. Third Level Maintenance.
4.1 If, after reasonable efforts have been made through First Level
Maintenance and Second Level Maintenance, a Product is still not
functioning in accordance with its Specifications, Reseller will call
AUSPEX for Third Level Maintenance. For avoidance of doubt, AUSPEX is
obliged to provide Third Level Maintenance only for Products for which
Third Level Maintenance was ordered by Reseller pursuant to Section 3
above.
4.2 To request Third Level Maintenance, Reseller will contact the AUSPEX
help desk by telephone or Internet e-mail. To the extent that Reseller
contacts AUSPEX via Internet e-mail, AUSPEX will use all reasonable
efforts to meet the response times set forth in Section 4.4 below, but
AUSPEX cannot guarantee that it will meet such response times.
4.3 When initiating a request for Third Level Maintenance, Reseller will
provide the following information to AUSPEX:
4.3.1 Caller's name
4.3.2 Caller's phone number
4.3.3 Caller's e-mail address
4.3.4 Caller's location
4.3.5 Customer's current Product revision or Product type
4.3.6 Customer's current installed firmware and software revision
levels
4.3.7 Call reference identification number
4.3.8 Problem description
4.3.9 Problem severity
4.3.10 System Serial Number
Reseller will also provide any hard copy documentation that exists
regarding the Problem, including the First Level Maintenance and Second
Level Maintenance records, if available. AUSPEX will provide its Problem
identification number to Reseller.
4.4 Upon Reseller's request, the AUSPEX help desk will assign support in
accordance with the severity level assigned by Reseller:
4.4.1 AUSPEX will respond to Severity 1 Problems by telephone
within one (1) hour of receiving notification of the Problem.
AUSPEX will initiate an immediate effort to replicate and verify
the reported Problem upon notification, and will provide
continuous engineering and technical effort to arrive at a Fix or
Workaround. AUSPEX shall use its best efforts to resolve the
Severity 1 Problem within four (4) hours of receiving
notification of the Problem.
4.4.2 AUSPEX will respond to a Severity 2 Problem by telephone
within one (1) hour of receiving notification of the Problem.
AUSPEX will initiate an immediate effort to replicate and verify
the reported Problem upon notification of the Problem, and will
provide a Fix or Workaround. AUSPEX shall use its best efforts to
resolve the Severity 2 Problem within twelve (12) hours of
notification of the Problem.
4.4.3 AUSPEX will respond to a Severity 3 Problem by telephone
within twenty-four (24) hours of receiving notification of a
Problem. AUSPEX will begin work on Problem identification and
verification within two (2) business days of notification of the
Problem. AUSPEX shall use its best efforts to resolve the
Severity 3 Problem by providing Reseller with a Fix or a
Workaround within seven (7) days of notification of the Problem.
4.4.4 AUSPEX will respond to a Severity 4 Problem by telephone
within five (5) business days of receiving notification of a
Problem. AUSPEX shall use its best efforts to resolve a Severity
4 Problem within ninety (90) days of notification of the Severity
4 Problem.
4.5 When both parties agree that the Problem has been resolved, the
Third Level Maintenance case is closed.
4.6 AUSPEX will maintain records of all Third Level Maintenance calls
made by Reseller and track all related subsequent calls. These records
will include pertinent information, including:
4.6.1 Reseller call number
4.6.2 Customer name
4.6.3 Time and date of initial call
4.6.4 Individuals participating in the call
4.6.5 Times and dates of subsequent calls to Customer and/or
Reseller
4.6.6 Products involved
4.6.7 Steps taken to diagnose and remedy the Problem
4.6.8 System Serial Number
4.7 AUSPEX will advise Reseller regarding the number and type of spare
parts needed to maintain an adequate supply. Based on such information,
MTBF and other relevant information from AUSPEX pursuant to Section 3
above, Reseller will purchase and stock an adequate supply of spare
parts so that Problems can be remedied. Any spare part from Reseller's
stock used to remedy Problems with Equipment that is under warranty will
be replaced by AUSPEX at no additional charge. In the event that AUSPEX
renders any spare part obsolete due to a design change, Reseller shall
have the right, until the earlier of (i) ninety (90) days from written
notification from AUSPEX to Reseller of the design change or (ii) one
(1) year from Reseller's purchase of such spare part, to return such
obsolete spare part and receive full credit therefor.
4.8 Upon Reseller's request, AUSPEX will travel to a Customer site and
deliver on-site services as a subcontractor of Reseller for the hourly
AUSPEX Technical On-Site Service fees set forth in Section 7 below.
Hourly charges are for each hour worked plus transportation time
portal-to-portal. Reasonable, documented travel and living expenses will
be reimbursed. Reasonable air travel means coach class or equivalent.
Travel and living expenses will not be reimbursed if the Equipment
serviced is located within fifty (50) kilometers of an AUSPEX service
and support center.
AUSPEX shall perform such subcontracted services in the name and on
behalf of Reseller. On-site services from AUSPEX will only be provided
in situations where the Product has already been escalated to Third
Level Maintenance without a satisfactory resolution of the Problem.
On-site services will only be provided at the written request of
Reseller. Reseller will also reimburse the cost of reasonable,
documented travel, accommodations and meal expenses incurred by the
AUSPEX representative dispatched on-site. Reasonable travel is coach
class or equivalent.
5. General Responsibilities of AUSPEX.
5.1 AUSPEX will provide product technical bulletins, in accordance with
AUSPEX's normal operating procedures, to Reseller in both electronic and
printed formats; Reseller may provide such product technical bulletins
to Distributors. Any software or firmware updates required will be
provided in electronic format for distribution to Distributors and
Customers.
5.2 For each unit of Equipment while it is under warranty or for which
Reseller is paying AUSPEX support fees hereunder, AUSPEX will provide to
Reseller all Patches and Bug Fixes to Software and related documentation
updates, as well as new Releases and Versions of the Software, as they
are made commercially available.
5.3 AUSPEX will provide the necessary training, documentation and tools
in order to allow Reseller, Distributors that have Product maintenance
agreements with Customers and Reseller's and Distributors'
subcontractors to utilize AUSPEX's diagnostic tools, including remote
diagnostics, provided such items are used only to maintain items of
Equipment and associated Software while such item of Equipment is under
warranty or for which Reseller is paying AUSPEX support fees hereunder.
6. General Responsibilities of Reseller.
6.1 Except for obligations undertaken by AUSPEX under this Agreement,
Reseller will be responsible for all commitments made under its
maintenance and support services agreements with Distributors and
Customers.
6.2 Reseller shall purchase spare parts according to the spare parts
price list in Exhibit C in those cases in which Reseller is required to
purchase spare parts.
6.3 Reseller or Distributors shall cover all charges related to shipping
spare parts and faulty units to and from Customer sites, unless such
parts are covered under warranty, in which case AUSPEX shall cover
charges related to shipping spare parts to the Customer sites. Reseller
shall also cover all charges related to shipping spare parts from AUSPEX
to Reseller or a designated representative of Reseller, unless such
spare parts are covered under warranty, in which case AUSPEX shall cover
charges related to shipping spare parts to Reseller or a designated
representative of Reseller. Reseller shall also cover all charges
related to shipping faulty Product units from Reseller or a designated
representative of Reseller to AUSPEX.
7. Support Fees
For each unit of Equipment maintained by Reseller for a customer during the term
of this Agreement, Reseller will pay Support fees as set forth in this Exhibit
D, Section 7:
7.1 Reseller will calculate the Support fees at the end of each calendar
quarter by determining the number of units of Equipment that were
maintained by Reseller during that quarter (i.e., in arrears) in each
category line item under Auspex Reseller Advantage Support Program below
(the "Quantity"); the Quantity for each line item is the total number of
units of Equipment maintained for years one through three for that line
item (i.e., all order numbers for that line item). The annual Support
fee for each line item for each order number below (the "Item") will be
divided by four (4) to determine a quarterly Support fee value for that
Item ("Quarterly Fee"). The Support fee for each Item will be determined
for each quarter by multiplying (a) the applicable Quantity discount
from the table below by (b) the applicable Quarterly Fee by (c) the
number of units of Equipment maintained by Reseller for the Item during
the quarter. In the event that Reseller maintains a unit of Equipment
for less than an entire quarter, the Support fee for that unit will be
reduced proportionally.
DISCOUNT
TOTAL SYSTEM QUANTITY COVERED FROM LIST
UNDER AUSPEX RESELLER ADVANTAGE PRICE
------------------------------- ---------
0-15 25%
16-50 28%
51-100 35%
101-200 40%
201-400 45%
400+ 50%
7.2 Within ten (10) business days after the start of a calendar quarter,
Reseller shall submit to AUSPEX an statement of the calculations
performed according to Section 7.1 above. Upon receipt of this
statement, AUSPEX shall prepare an invoice for the Support fees and
submit it to Reseller. In the event that AUSPEX disagrees with any
aspect of Reseller's Support fee calculation, AUSPEX shall so notify
Reseller prior to submission of its invoice, or Reseller's statement
will be deemed correct.
AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM
Order number for level of service: 022185
Year 1 Warranty 022186 022186
Upgrade ARA Year 2 ARA Year 3
--------------- ---------- ----------
Year 1 Warranty Upgrade Pricing -- up to 3 TB of
Storage
Base Hardware Node No Charge 1,760 1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup 2,739 3,651 3,651
NetOS Bilingual, NetGuard, NDMP/Fabric Backup 2,977 3,969 3,969
ServerGuard V NFS Hardware Package 7267 9689 9689
ServerGuard V Bilingual Hardware Package 7666 10221 10221
Turbo Copy 744 992 992
Etherband 347 463 463
Hitachi Storage Integration Option (Midrange) 1,414 1,885 1,885
Hitachi Storage Integration Option (Enterprise) 2,545 3,393 3,393
San Multi-Pathing Failover 496 662 662
ServerGuard V (Upgrade) 2,555 3,407 3,407
CIFS (Upgrade) 298 397 397
AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM
Order number for level of service: 022185
Year 1 Warranty 022186 022186
Upgrade ARA Year 2 ARA Year 3
--------------- ---------- ----------
Year 1 Warranty Upgrade Pricing -- up to 6 TB of
Storage
Base Hardware Node No Charge 1,760 1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup 4,108 5,477 5,477
NetOS Bilingual, NetGuard, NDMP/Fabric Backup 4,465 5,954 5,954
ServerGuard V NFS Hardware Package 10901 14534 14534
ServerGuard V Bilingual Hardware Package 11499 15332 15332
Turbo Copy 1,116 1,488 1,488
Etherband 521 695 695
Hitachi Storage Integration Option (Midrange) 2,121 2,828 2,828
Hitachi Storage Integration Option (Enterprise) 3,818 5,090 5,090
Hitachi Multi-Pathing Failover 744 992 992
ServerGuard V (Upgrade) 3,833 5,110 5,110
CIFS (Upgrade) 447 595 595
AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM
Order number for level of service: 022185
Year 1 Warranty 022186 022186
Upgrade ARA Year 2 ARA Year 3
--------------- ---------- ----------
Year 1 Warranty Upgrade Pricing -- Greater than
6TB storage
Base Hardware Node No Charge 1,760 1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup 4,793 6,390 6,390
NetOS Bilingual, NetGuard, NDMP/Fabric Backup 5,209 6,946 6,946
ServerGuard V NFS Hardware Package 12718 16956 16956
ServerGuard V Bilingual Hardware Package 13416 17888 17888
Turbo Copy 1,302 1,736 1,736
Etherband 608 810 810
Hitachi Storage Integration Option (Midrange) 2,476 3,301 3,301
Hitachi Storage Integration Option (Enterprise) 4,455 5,940 5,940
Hitachi Multi-Pathing Failover 868 1,158 1,158
ServerGuard V (Upgrade) 4,471 5,962 5,962
CIFS (Upgrade) 521 695 695
NSc3000 Installation Programs
Includes Travel and Expenses to locations as P/N List $ Description
detailed in section 2 appendix D --------- -------- -----------------------
NSc3000 Installation 023040 3,750
NSc3000 Installation (Additional system at same
site) 023040 1,250
NSc3000 ServerGuard Installation 023041 5,000
NSc3000 Training Programs
Travel and Expenses not included P/N List $ Description
--------- -------- -----------------------
NSc3000 NetOS System Admin Class includes
Netservices 023042 5,000 5-Day course
NSc3000 Reseller Training Package 022118 5,000 5 days - includes
hardware training
NSc3000 ServerGuard Advanced Training 022147 2,500 2 1/2 days
Supplementary onsite support Programs
Includes Travel and Expenses to locations as P/N List $ Description
detailed in section 2 appendix D --------- -------- -----------------------
Professional Services - On-Site Technical
Support (OTS) (8 hours) 022105 2,200
Software Option Installation Service for NO
Contract 022073 2,500
Software Option Installation Service for ARA
Contract 022073 2,200
Loose Options Initial Unit Installation for APS 020664 2,200
Loose Options Initial Unit Installation for ARA
Contract 020665 2,200
Loose Options Initial Unit Installation for NO
Contract 021221 2,500
Supplementary Misc Programs
Travel and Expenses not included P/N List $ Description
--------- -------- -----------------------
Secure Site Program 020200 10% Uplift of Warranty
Program
Time and Materials - Prime Shift (hour) 020899 350
Time and Materials - Off Prime Shift (hour) 021099 430
Pricing for multi- day support contracts available on request
EXHIBIT E
TRAINING
1. Definition. "Training" means the training provided by AUSPEX pursuant to this
Exhibit E.
2. Training.
2.1 AUSPEX will provide informal on-site training during one (1) normal
business day by an AUSPEX CSE to Reseller, Distributors and Reseller or
Distributor subcontractors, at no additional charge, in those situations
where AUSPEX installation service is purchased
2.2 AUSPEX will provide a five-day course to the reseller covering
Equipment and Software installation, maintenance and administration for
up to ten (10) people for $18,750 plus the costs of reasonable, actual
transportation, meals and accommodation for one (1) trainer. Reasonable
transportation is coach class or the equivalent
2.3 AUSPEX will offer technical Training to Distributors' personnel and
the personnel of Reseller's and Distributors' subcontractors identified
as NSc3000 Training Programs in the Auspex Reseller Advantage Support
Program, on an as-available basis.
2.4 All Training will include all information, including computer-based
training if available, and documentation necessary to allow Reseller,
including Distributors and subcontractors to Reseller and Distributors,
to install Products and to provide First Level Maintenance and Second
Level Maintenance.
3. Training Documentation.
3.1 All Training documentation will be provided per student for training
programs purchased. AUSPEX shall retain the copyrights in all such
Training documentation.
Reseller may buy copies of AUSPEX training programs and documentation
for use in Reseller's training courses for a fee of $150 per copy. For
an annual fee of $10,000 per country, Reseller may buy a license to make
copies of AUSPEX training programs and documentation for Reseller's
training courses in that country.
4. Training Fees.
4.1 Technical Training pursuant to Section 2.3 above will be provided at
AUSPEX's then-current fees, with the following discount structure
1 -- 5 Students 20% Discount
5 -- 8 Students 35% Discount
9 - 10 Students 50% Discount
Discounts shall apply only to courses booked at the same time at
the same location.
4.2 Reseller will bear the cost of reasonable (coach level or the
equivalent), documented travel, including meals, accommodations and
out-of-pocket expenses incurred by AUSPEX employees during Training.
