CONFIDENTIAL
[LOGO]
CABLETRON OEM PRODUCT SUPPLY AGREEMENT
The terms contained herein, along with the attachments and exhibits
constitute an "Agreement" made this 22nd day of October 1999 (the "Effective
Date") between Cabletron Systems, Inc., a Delaware corporation with its
principal place of business at 00 Xxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxxxxx,
X.X.X., and its subsidiaries (collectively "Cabletron") and Sonoma Systems, a
California corporation, with its principle place of business at 0000
Xxxxxxxxx Xxx #000, Xxxxxx xxx Xxx, Xxxxxxxxxx, X.X.X. ("Supplier").
1. DEFINITIONS:
1.1. END USER shall mean the ultimate customer that purchases Products for its
internal use from Cabletron or a Reseller.
1.2. BUSINESS DAYS shall mean week days excluding the United States holidays
of Xxxxxx Xxxxxx Xxxx Day, Presidents' Day, Memorial Day, Labor Day,
Columbus Day and Thanksgiving Day and the days of January 1st, July 4th
and December 25th when those days are on or are celebrated on weekdays.
1.3. EXHIBITS - The Exhibits to this Agreement are:
Exhibit A Products & Prices
Exhibit B Re-branding Specifications
Exhibit C Product Specifications
Exhibit D Technical Support Guidelines
Exhibit E Software License Terms
1.4. INTELLECTUAL PROPERTY RIGHTS shall mean all patents, copyrights,
trademarks, mask works and other intellectual property rights relating to
a Product.
1.5. LEAP YEAR shall mean a calendar year that is evenly divisible by 4. If
the year is evenly divisible by 100 (known as a century year), it is not
a leap year. However, if the century year is evenly divisible by 400,
then it is a leap year.
1.6. LICENSED SOFTWARE shall mean Supplier software, together with related
documentation and media that is supplied separately and/or incorporated
within a Hardware Product.
1.7. CABLETRON BRANDS shall mean the trademarks, tradenames, brands or other
product designations that are owned or licensed by Cabletron and under
which Cabletron will resell Products.
1.8. ORDERS shall mean purchase orders for Products submitted to Supplier by
Cabletron under the terms of this Agreement.
1.9. PARTIES shall mean Supplier and Cabletron.
1.10. PRODUCTS shall mean the re-branded Supplier hardware products and
Licensed Software that are eligible for purchase and resale by Cabletron,
listed on Exhibit A to this Agreement, and introduced by Supplier during
any term of this Agreement that enhances or is the functional replacement
for any Product.
1.11. PRODUCT SPECIFICATIONS shall mean Supplier's published specifications for
the Supplier product current on date Supplier accepts Cabletron's Order,
the re-branding specifications set forth in Exhibit B and any additional
specifications agreed to by the Parties in writing.
1.12. RESELLERS shall mean entities authorized by Cabletron to resell Products.
1.13. RETURN MATERIAL AUTHORIZATION OR "RMA" shall have the meaning set forth
in Section 8.3.
1.14. SOFTWARE shall mean Licensed Software and software (firmware)
incorporated in hardware Products.
1.15. SOFTWARE UPDATES shall mean corrective patches, fixes, error and other
corrections not constituting new versions of Software.
1.16. SOFTWARE UPGRADES shall mean new versions of Software with enhanced
features or performance characteristics.
1.17. TERRITORY - Unless otherwise specified or agreed by the Parties, the
Territory is worldwide.
1.18. WARRANTY PERIOD - Unless otherwise specified by agreed by the Parties,
the Warranty Period shall be the shorter of [*] ([*]) months from the
date the
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Product is delivered to the End User or [*] ([*]) months from the
date the Product is shipped to Cabletron.
1.19. YEAR 2000 COMPLIANT shall mean, with respect to information technology,
that the information technology, where applicable, accurately processes
date/time data (including, but not limited to, calculating, comparing,
and sequencing), from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000 and Leap Year calculations, to the
extent that other information technology, used in combination with the
information technology being acquired, properly exchanges date/time data
with it. This Year 2000 Compliant definition is based on the definition
set forth in the U.S. Government's Federal Acquisition Regulation (FAR),
Subpart 39.002.
2. RELATIONSHIP:
2.1. APPOINTMENT - Supplier appoints Cabletron as a non-exclusive OEM reseller
of the Supplier products to be resold under Cabletron Brands to End Users
under the terms of this Agreement. The Products eligible for purchase and
resale or license by Cabletron under this Agreement are listed on Exhibit
A.
Cabletron and Sonoma have agreed to a non-binding revenue forecast of
[*] dollars ($[*]) per year for the initial term. Cabletron is not
obligated to place any order under the terms of this Agreement to satisfy
the above referenced revenue forecast. All Cabletron purchases placed in
accordance with the terms of the July 13, 1999, Letter of Intent shall
be applied to the above referenced revenue forecast.
2.2. RELATIONSHIP REVIEWS - Supplier and Cabletron will conduct reviews of
their relationship and performance under this Agreement at least twice
during each year following the Effective Date. These reviews will
consider, among other things, new products, Product Specifications, and
Cabletron's Product forecasts, purchases and payments under this
Agreement.
In the event Cabletron wishes to further sublicense the Products,
Supplier agrees to negotiate in good faith an amendment to this
Agreement.
2.3. CHANNEL CONFLICT MITIGATION - In order to ensure that Supplier's and
Cabletron's sales forces do not work at cross-purposes, and to reward
cooperative pursuit of sales opportunities between Supplier and
Cabletron, Supplier agrees that for any Product sold by Cabletron
pursuant to this Agreement, Supplier's sales force in the territory in
which the Product is sold shall be compensated fully through ordinary
commission and revenue retirement for such Product sale, as though it had
been made by Supplier's sales force.
3. SUPPLIER'S INVENTORY COMMITMENT:
3.1. INVENTORY - Supplier shall at all times hold in inventory an amount of
each Product sufficient to satisfy an order by Cabletron equal to the
then-current next month's forecast of expected Product demand. Supplier
shall in particular keep on hand a sufficient supply of Products or parts
thereof identified by Cabletron as "long lead-time" materials to meet
Cabletron's orders for such Products or parts, and upon request shall at
all times hold in inventory an amount of such Products or parts equal to
twice the then-current next month's forecast of expected demand.
3.2. CABLETRON FORECASTS - Cabletron shall provide to Supplier during the
first week of each calendar month a forecast of its expected demand for
Products for the six-month period beginning thirty days following the
forecast. Each updated forecast shall not exceed 125% of the previously
submitted forecast during the initial 60 day period without Supplier's
consent. Supplier shall use its best efforts to accommodate Cabletron's
forecasts exceeding said 125% increase. Such forecast shall create no
obligation on Cabletron's part to submit a firm order for Products.
Cabletron shall provide Supplier such forecast coincident with execution
of this Agreement.
4. PRODUCTS AND PRICING:
4.1. PRODUCTS - Products shall mean the re-branded Supplier hardware products
and Licensed Software that are eligible for purchase and resale by
Cabletron, listed on Exhibit A to this Agreement, and includes any
product introduced by Supplier during any term of this Agreement that
enhances or is the functional replacement for any Product. All Products
shall be manufactured by Supplier using new components and other
materials.
4.2. NEW PRODUCTS - New products may be added to Exhibit A and become Products
by written agreement of the Parties
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4.3. WITHDRAWAL OF PRODUCTS - Supplier may cease production and withdraw any
Product from Exhibit A, provided Supplier gives Cabletron a written
"Product Withdrawal Notice" at least [*] ([*]) days prior to the
effective date of the withdrawal. Cabletron may, within [*] ([*])
days after receipt of a Product Withdrawal Notice, submit a single,
non-cancelable "Last Buy" Order for the affected Product for delivery
within the subsequent [*] ([*]) months. Sonoma Systems shall not be
obligated to accept any Last Buy Orders which exceeds [*] percent
([*]%) of the product units that Cabletron ordered during the [*] ([*])
month period prior to the date of the relevant Product Withdrawal Notice.
4.4. RIGHT TO MANUFACTURE - If Sonoma:
(a) implements a Product withdrawal without making available a functionally
equivalent or superior product, on similar commercial terms, that is required
by Cabletron to support expansion of networks deployed by its
customers/end-users in which Products are already in use;
(b) is consistently or unreasonably unable or unwilling to deliver to
Cabletron the quantities of Contractual Products forecasted and ordered by
Cabletron as provided for in this Agreement and accepted by Sonoma as
provided for in this Agreement within [*] ([*]) days of the delivery dates
set out in section 5 of this Agreement;
(c) ceases or is unwilling, without a cause attributable to wrongful acts of
Cabletron under this agreement, to provide commercially adequate support or
maintenance for the products in accordance with the terms and conditions of
this Agreement;
(d) is sold and its successor is (i) a Direct Competitor of Cabletron and
(ii) does not provide Cabletron with acknowledgement that it continues to be
bound by, and shall duly and punctually perform, all of the provisions of
this Agreement. "Direct Competitor" shall mean an individual, partnership,
limited partnership, corporation, company, trust, unincorporated
organization, governmental unit or agency or any political subdivision
thereof or any other entity whatsoever (other than Cabletron) that engages in
the sale of principally the same or similar hardware products required for
the local area network and wide area network applications, parts, related
software, documentation and/or related products manufactured, produced and/or
distributed by Cabletron or its affiliates;
(e) ceases doing business as a going concern; has a receiver, administrator
or manager of its property, assets or undertakings appointed in such
circumstances as would substantially affect Cabletron's continuing supply or
use of the Product in accordance with this Agreement; takes advantage of the
insolvency laws of any jurisdiction; makes an assignment in bankruptcy or is
adjudicated a bankrupt; makes a general assignment for the benefits of its
creditors; is ordered by any court of competent jurisdiction to be wound up;
or become insolvent or makes a sale in bulk of a substantial portion of its
assets;
Provided that Supplier has not terminated this Agreement due to default or
cause of Cabletron and an event described above (at (a) through (e)) has
occurred, then:
Cabletron may place purchase orders for Products directly with Supplier's
manufacturer. Supplier shall direct such manufacturer to accept such purchase
orders and provide the Products to Cabletron, or Supplier will, upon request
from Cabletron, grant the rights to manufacture Product(s) to Cabletron.
Cabletron shall have the right to sublicense this grant to a third party
manufacturer. Supplier shall provide such other manufacturer with
all-necessary rights, information and materials (but not tooling or
machinery) in order to permit them to manufacture the Product(s) within their
own manufacturing facilities. Such information includes, by example and not
by way of limitation: (i) manufacturing drawings and specifications of raw
materials and components comprising such parts; (ii) manufacturing drawings
and specifications covering special tooling and the operation thereof; (iii)
a detailed list of all commercially available parts and components purchased
by Seller on the open market disclosing the part number, name and location of
the supplier, and price lists for the purchase thereof; and (iv) one (1)
complete copy of the then current source or binary code used in the
preparation of any Software licensed or otherwise acquired by Cabletron from
Supplier hereunder. Such manufacturer will enter into appropriate
confidentiality agreements with its employees, contractors/suppliers and
Cabletron. Supplier shall assist Cabletron in obtaining any required
assignment of rights to Third Party Technology in the Product(s).
No transfer fee or other amounts would be payable for Product(s) so
manufactured and distributed. Instead, Cabletron will be responsible for
payment of any royalties required for the use of third party technology and
pay Supplier a royalty of [*] percent ([*]%) of the Transfer Price for such
Product under this Agreement in the event either condition (a), (b), (c) or
(e) occur. In the event condition (d) occurs, Cabletron shall pay Supplier a
royalty of [*] percent ([*]%) of the Transfer Price. "Transfer Price" shall
mean the current price paid for Products by Cabletron prior to invoking this
section 4.4 and more fully described in Exhibit A.
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The royalty in respect of each Product shall become due and payable upon
manufacture of each Product and shall be invoiced no later than the end of
each calendar quarter. Cabletron shall provide Supplier with written
evidence, and reasonable access periodically to inspect relevant records, on
a monthly basis of the number of Products it manufactures for the period over
which it exercises the Right to Manufacture.
Cabletron's right to manufacture under this section 4.4 shall terminate in
the event that:
(a) Cabletron breaches any material term of this Agreement and fails to
remedy such breach within [*] ([*]) days of receiving notice to do so by
Supplier; or
(b) this Agreement terminates for any reason, except that if Cabletron has
exercised it right to manufacture under this section 4.4, it shall be
entitled to continue to exercise such right to manufacture for a period of
[*] ([*]) years from the date of termination.
4.5. Supplier will use its best efforts to mitigate the impact of any
modification on Cabletron, including consideration of changes to the
modification and allowing Cabletron to make a final purchase of the
unmodified Products, provided that the final Order for unmodified
Products shall be placed at least thirty (30) days prior to the effective
date of the modification for delivery within ninety (90) days.
4.6. DOCUMENTATION AND MATERIALS - Supplier agrees to provide hard and
electronic copies of all specifications, user instructions, manuals and
other documentation for Products ("User Documentation") and all
instructions, manuals and other documentation relating to the
installation, operation and maintenance of Products ("Maintenance
Documentation") to Cabletron without charge. In addition to supplier's
obligations specified in Exhibit B, Cabletron shall have the right to
use, modify, translate, reproduce and distribute User Documentation and
Maintenance Documentation in connection with Cabletron's use, marketing,
resale, distribution and support of Products.
4.7. EXPORT LICENSING - Supplier will provide all necessary assistance in
order that Cabletron may obtain export license approval for the Products
from any and all relevant governmental entities, upon Cabletron's request
and at no additional charge.
4.8. PRICES - During the first year after the Effective Date, Cabletron may
purchase Products at prices no greater than those described in Exhibit A
to this Agreement. All dollar amounts referred to in this Agreement are
United States dollars.
4.9. MOST FAVORED CUSTOMER PRICING - Supplier agrees that should it agree to
supply any Product or product substantially equivalent to any Product to
any competitor of Cabletron at a prices less than the relevant prices
established by this Agreement taking into consideration all other
meaningful purchase contracted terms (i.e.: quantities, maintenance and
support, license grants, Right to Manufacture, etc). Supplier shall
reduce the price under this Agreement to the lower level as of the date
that Supplier agreed to offer the lower price to the third party. The
lower price shall apply to all Orders not delivered as of that date and
all subsequent Orders for the affected Product.
4.10. PRICE CHANGES - Upon the written request of Cabletron, Parties shall meet
within ten (10) Business Days of the request, to consider and negotiate
in good faith requested changes in Product prices. Additionally, the
Parties shall review Product pricing no less frequently than every six
(6) months in order to assure compliance with the terms of this
Agreement, including specifically this Article 4.
4.11. PRICE DECREASES - In the event Supplier determines to lower the price of
a Product, the price decrease shall apply to Orders for the Products not
delivered as of the effective date of the decrease and all subsequent
Orders for the affected Product.
4.12. PRICE TERMS - Prices for all Products are F.O.B. Supplier's Origin with
Cabletron responsible for all costs of transportation, insurance, taxes,
customs duties, landing, storage and handling fees, and documents or
certificates required for exportation or importation.
4.13. QUALITY ASSURANCE AND FIRST ARTICLE AND FACILITY INSPECTION - Products
shall be manufactured by or for Supplier in facilities that meet EN ISO
9001 or EN ISO 9002 standards. Supplier agrees to allow Cabletron to
review and inspect, during regular business hours and following
reasonable notice to Supplier, Supplier's manufacturing facilities and
quality control procedures, both prior to first Product deliveries and
periodically thereafter for quality control and assurance purposes.
Supplier will provide Cabletron upon request and reasonable notice with
copies of its quality control test documents for each Product for
Cabletron's review. Supplier will provide Cabletron with [*]
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([*]) units of each Product ("First Articles"), without charge, for
inspection and testing to verify the Product's workmanship and
conformance to its functional specifications and any test specifications
set forth in Exhibit C to this Agreement. Cabletron shall retain these
units for use by the Support Service Group. Within thirty (30) days after
its receipt of each First Article, Cabletron shall either: (i) provide
Supplier written notice of approval for volume shipment; or (ii) return
the First Articles and provide Supplier with a detailed failure report.
In the event of a failure, Supplier will use commercially reasonable
effort to correct any problems found and provide Cabletron with an
upgraded First Articles for inspection and testing pursuant to this
Section. After Cabletron has approved volume shipment, any Product
failure shall be dealt with pursuant to the terms of Article 8 of this
Agreement. All Products delivered to Cabletron under this Agreement shall
achieve Cabletron's quality standards. In the event that any such
Products fail to meet said quality standards, or that Supplier's physical
facilities, quality control procedures, or are determined by Cabletron in
good faith to be insufficient to insure consistent acceptable Product
quality, Supplier agrees to modify or correct the Products, facilities,
or procedures to meet said quality standards, and shall provide to
Cabletron for its review documentation setting forth the corrective
action to be implemented in order to bring the Products within
Cabletron's quality standards. In the event that Supplier fails to effect
a correction within thirty (30) days, Cabletron may terminate this
Agreement and cancel all then-outstanding orders for Products without
liability.
5. ORDERING & SHIPMENT:
5.1. PURCHASE ORDERS - All Product Orders from Cabletron shall be dated and
reference the contract number of this Agreement. No additional or
different terms on the face or reverse side of any purchase order, or in
any written communications from Cabletron shall supersede or amend the
terms of this Agreement, unless such terms are agreed upon in advance,
set forth in writing and signed by an authorized representative of each
Party.
5.2. ISSUANCE AND ACCEPTANCE - Each Order shall contain: (i) a complete list
of the Products to be purchased specifying quantity, type, description
and price; (ii) shipment and delivery instructions; and (iii) any special
terms and conditions agreed to in writing by the Parties. Supplier agrees
to receive Orders placed by Cabletron via electronic document transfer,
facsimile, or hard copy only, and Supplier agrees to acknowledge the
Order's receipt within twenty-four (24) hours of Cabletron placing the
Order and in the same manner in which the Order was received. Verbal or
telephone orders must be followed promptly by one of the transmission
means described above. The Supplier must accept all Orders that are
within Cabletron's most recent forecast.
5.3. RIGHT TO CANCEL OR RESCHEDULE - Cabletron may cancel any Order or
reschedule the date of the shipment of any Order without penalty provided
that Supplier receives written notice at least [*] ([*]) Business Days
prior to the scheduled shipment date, except that Cabletron shall not
cancel any Order in the last [*] ([*]) days of Supplier's fiscal
quarter. Cabletron may postpone any Order placed in the last [*] ([*])
days of Sonoma's fiscal quarter and the Parties will make every effort to
reallocate such Products to other Cabletron Orders.
5.4. DELIVERY SCHEDULE - Cabletron shall receive good title, and Supplier
shall deliver all Products free and clear of all liens, encumbrances and
claims. Supplier will use its best efforts to deliver all Products on the
Product delivery date specified in Cabletron's Order. Supplier's standard
delivery date shall be fifteen (15) days after Supplier acknowledges
receipt of Cabletron's Order ("Standard Delivery Date"). If Supplier is
unable to deliver Products within [*] ([*]) Business Days of the Standard
Delivery Date, Supplier shall be responsible for payment of any express
delivery charges required to deliver the Product by the fastest available
method of delivery. If Supplier fails to deliver Products within [*]
([*]) Business Days of the Standard Delivery Date, except by reasons of
Force Majeure, Cabletron may, at is sole option, either (i) cancel the
Order or (ii) accept delivery and receive a credit equal to [*]
percent ([*]%) of the value of the Order, or in the event Cabletron
instructs Supplier to make a partial shipment [*] percent ([*]%) of
the value of the unshipped portion of the Order, each business day
Supplier fails to deliver the Order on the Standard Delivery Date, up to
a maximum of [*] percent ([*]%).
5.5. PARTIAL SHIPMENTS AND ALLOCATIONS - Supplier shall not make partial
shipments without Cabletron's express written consent. When Products or
component parts are in short supply, or on an industry wide allocation,
Supplier will allocate its
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available inventory and make deliveries on an equitable basis.
5.6. CARRIER & RISK OF LOSS - Products will be shipped by the carrier
designated in writing by Cabletron. In the absence of specific shipping
instructions from Cabletron, Supplier may designate the carrier. Title to
Products and risk of loss shall pass to Cabletron upon Supplier's
delivery to the designated carrier.
5.7. PACKING - Unless otherwise provided in the Product Specification,
Products shipped by Supplier will be packed and packaged according to
Supplier's then current packaging methods for comparable products.
6. SOFTWARE LICENSE TERMS:
6.1. LICENSE GRANT - Supplier hereby grants Cabletron a nontransferable,
nonexclusive license to use and distribute Software solely for use by End
Users in and in connection with their use of Products.
6.2. PROTECTION OF SOFTWARE - Cabletron agrees not to modify, decompile or
disassemble Software except as expressly permitted by applicable law and
agrees not to lend, rent, lease, sublicense, or otherwise transfer
Software in any form to any person except in accordance with this
Agreement. Cabletron will use commercially reasonable efforts to protect
Software and any copies or portions thereof from unauthorized
reproduction, publication, disclosure or distribution.
6.3. DISTRIBUTION OF SOFTWARE PRODUCT - Licensed Software may only be
distributed subject to appropriate End-User software license terms and
conditions. Cabletron shall distribute and shall use commercially
reasonable efforts to require Resellers to distribute a Software license
agreement substantially in the form of the Exhibit E with every copy of
Licensed Software distributed under this Agreement.
7. PAYMENT:
7.1. PAYMENT TERMS - Supplier's payment terms are net forty-five (45) days
from the date of Supplier's invoice. Cabletron shall promptly pay all
invoices and amounts due and maintain satisfactory credit arrangements
with Supplier. All payments shall be made in United States dollars.
8. WARRANTY TERMS:
8.1. PRODUCT WARRANTY - Supplier warrants that Products purchased under this
Agreement: (i) comply with all applicable federal, state, and local laws,
rules, regulations and codes; (ii) are free of defects in materials and
workmanship and will conform to the Product Specifications applicable as
of the date of Cabletron's Order throughout the Warranty Period; and
(iii) are Year 2000 Compliant. Software Upgrades and updates released by
the Supplier during the relevant Products Warranty Period shall be
available to Cabletron for license to the End User without charge.
8.2. REPAIR OR REPLACEMENT - Supplier shall repair or replace, at Supplier's
expense, all Products that fail to meet the applicable Product
Specifications or other requirements of the foregoing warranty during the
Warranty Period. Supplier shall at all times keep on hand spare or
replacement Products and parts in amounts sufficient to repair fully or
to replace Cabletron's Product forecast for that month as referenced in
Paragraph 3.2 of this Agreement.
8.3. RETURN, REPAIR OR REPLACEMENT PROCEDURES - Products shall be returned for
repair or replacement as follows:
8.3.1. Cabletron shall pay all transportation charges for Products returned
to Supplier under these product warranty terms. Supplier will pay
all transportation charges back to Cabletron or End User.
8.3.2. The return of all Products shall be controlled under a Return
Material Authorization ("RMA") system maintained by Supplier.
Cabletron must obtain an RMA number prior to returning any Products
to Supplier and supply Supplier with the following information: (a)
End User identification; (b) Product serial number; and (c)
information relating to the failure, including product configuration
and other failure details.
8.3.3. Returned Products will be packaged and shipped to Supplier using
packing materials sufficient to prevent either accidental opening of
the carton or damage to the Product resulting from normal handling
during shipment. Supplier will pay shipping costs and bear the risk
of loss of returning repaired or replaced Products to Cabletron.
8.3.4. If it is not possible to repair or rework the returned Products
within ten (10) Business
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Days, a replacement Product will be shipped to Cabletron without
cost.
8.4. EPIDEMIC FAILURES - At any time after Cabletron's acceptance of First
Articles and the commencement of volume shipments of a Product, Cabletron
may, at its option, inspect and test purchased Products to confirm that
they meet the applicable Product warranty. With regard to any Product, in
the event that inspection and testing, whether alone or in conjunction
with related warranty claims, indicates that the same defect impacting a
Product's functionality has occurred in more than [*] percent ([*]%) of
the Products manufactured within a one (1) month period, or in more than
[*] percent ([*]%) of the Products manufactured within a two (2) month
period, the defect shall be considered an "Epidemic Failure." In the
event that either Party has evidence of an Epidemic Failure, Supplier
shall promptly (i) correct the cause on all Products having an Epidemic
Failure to be shipped thereafter, and (ii) repair or replace all Products
having an Epidemic Failure shipped within the previous [*] ([*]) years,
or alternatively pay Cabletron its costs of remedying such noncompliance.
8.5. WARRANTY DISCLAIMER - EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER
WARRANTY, EXPRESS OR IMPLIED SHALL APPLY. SUPPLIER SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
9. SERVICE:
9.1. END USER SUPPORT - Cabletron shall provide all first and second level End
User customer support for Products, as defined below, in the same manner
Cabletron provides similar support for other products. Supplier will
provide third level support, according to the Technical Support
Guidelines set forth in Exhibit D. As used herein: (i) First Level
Support shall mean services responsive to the End User's initial
notification that a suspected problem exists with the Product, including
call logging, validation, determining whether a solution is given in User
Documentation or Maintenance Documentation, and a review of known
resolutions for the reported problem; (ii) Second Level Support shall
mean First Level Support plus services performed in order to attempt to
reproduce the suspected problem and correct it by means of work-around,
or in determining that the problem cannot be reproduced; and (iii) Third
Level Support shall mean services provided to the End User to resolve
problems that are determined to be or to be likely to be the result of
one or more design or manufacturing defects or interaction between the
Product and other materials, and that cannot be resolved by the End User.
During the first twelve (12) months following shipment, this Support as
well as Software Updates/Upgrades at Section 8.1 and items in Section 9.2
will be provided based on a support fee of [*] percent ([*]%) of the
Transfer Price for all Products shipped to Cabletron. Subsequent to the
initial twelve (12) month period following shipment, Supplier shall
provide End User Support and Software Updates/Upgrades based on an annual
support fee of [*] percent ([*]%) of the Transfer Price, only for those
Products subject to a Cabletron support and maintenance agreement.
Cabletron shall provide Supplier on a quarterly basis with the number of
Products subject to a Cabletron support and maintenance agreement. The
fee will be invoiced quarterly in advance effective January 1, 2000. In
the event on-site support is required to resolve Customer problems,
Supplier shall bare its costs of travel and related expenses and such
on-site service shall be at no additional charge.
9.2. TECHNICAL INFORMATION AND TRAINING - Supplier will provide, without
charge, technical information and training upon request for Cabletron
employees with regard to each Product to allow Cabletron and its
employees to become familiar with the Products, market the Products, and
provide Level One and Level Two Support. All training shall take place at
Cabletron's designated facility. Supplier shall provide initial Technical
Training for up to four (4) Product and post sales Training classes, each
for North America (East and West coast), Europe and PACRIM for up to
fifteen (15) students per class. Four (4) additional classes will be
scheduled within the following six (6) month period. Supplier shall
provide up to four (4) initial Technical Training classes for each future
Product release at no additional charge. Supplier shall offer additional
Technical Training classes at Supplier's standard rates, as more fully
described in Exhibit A. Supplier shall provide all of the equipment
necessary to complete its training obligations under this section 9.2.
Any equipment necessary to provide Technical Training not described in
this section 9.2 shall be the responsibility of Cabletron.
9.3. ADDITIONAL SUPPORT - Supplier shall negotiate in good faith to provide
Cabletron with additional maintenance services and support not covered
under this Agreement pursuant to a separate
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Cabletron Proprietary Information Page 7
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
agreement between the Parties upon Cabletron's request.
9.4. SUPPORT PLAN - Within sixty (60) days of the execution of this Agreement,
the parties will develop a "Support Plan," meaning a plan addressing, but
not limited to, procedures for handling support calls, problem
escalation, problem information exchange, and management of repair
services. Separate Support Plans may be implemented for support services,
training, and presales technical support.
9.5. NON-WARRANTY REPAIR - Non-warranty repair services for Products may be
provided by Supplier at a designated Supplier facility on a time and
materials basis under Supplier's then standard prices, terms and
conditions.
9.6. POST WARRANTY SERVICE AGREEMENTS - At Cabletron's request, Supplier may
agree to offer post-warranty service agreements for Products to End Users
on terms and conditions comparable to those in service agreements
Supplier provides on comparable Supplier branded products.
10. INTELLECTUAL PROPERTY:
10.1. OWNERSHIP - Unless expressly stated, nothing in this Agreement shall
grant Cabletron a license to use or any other right, title or interest in
any Supplier Intellectual Property Right, and all such Intellectual
Property Rights shall remain the exclusive property of Supplier.
11. DURATION AND TERMINATION:
11.1. TERM - The initial term of this Agreement shall be the two (2) year
period commencing on the Effective Date and terminating on the date
exactly two (2) years after the Effective Date unless earlier terminated
pursuant to the terms of this Agreement. This Agreement shall
automatically renew for additional one (1) year periods upon the same
terms and conditions as set forth herein unless, within not less than
thirty (30) days prior to the expiration of the then current term, either
party should notify the other of its intent not to so renew.
11.2. TERMINATION FOR CAUSE - This Agreement may be terminated upon the
occurrence of any of the following events: (i) by Supplier, immediately
upon written notice, should Cabletron fail to pay any sums due hereunder
within [*] ([*]) days of the due date thereof; or (ii) by either Party
should the other Party commit a material breach of any obligation under
this Agreement not specifically set out in this Section or any other
Agreement between the parties and fail to cure such material breach
within [*] ([*]) days after written notice to the defaulting party
(hereinafter the "Default Notice"); or (iii) by either Party,
immediately, upon the insolvency of the other party, the appointment of a
liquidator, receiver, administrative receiver or administrator for the
other party, or an assignment by the other party for the benefit of
creditors.
11.3. TERMINATION FOR CONVENIENCE - After the second anniversary of the
Effective Date, either Party may terminate this Agreement for any reason
unless Agreement is in process of Termination for Cause pursuant to 11.2
above, by providing the other Party with at least [*] ([*]) days prior
written notice.
11.4. EFFECTS OF TERMINATION - Upon any termination of this Agreement,
Cabletron shall: (i) refrain from submitting additional Product Orders;
(ii) promptly pay for any Products which Cabletron has received but has
not yet paid Supplier; and (iii) at its option, offer Supplier the
ability to repurchase at the original invoice price all or any portion of
the Products in Cabletron's inventory.
11.5. LIMITS OF LIABILITY FOR TERMINATION - In the event this Agreement is
terminated, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR COMPENSATION,
REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR
ANTICIPATED SALES, OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR
COMMITMENTS IN CONNECTION WITH THE BUSINESS OR GOOD WILL OF SUPPLIER OR
CABLETRON, OR FOR ANY OTHER REASON RELATING TO OR ARISING FROM SUCH
TERMINATION.
11.6. POST TERMINATION AND WITHDRAWAL OF PRODUCT SUPPORT - The termination of
this Agreement or Withdrawal of Product per 4.3/4.4, shall not relieve
Supplier of its Warranty obligations under Article 8 of this Agreement
with regard to Products sold by Cabletron to End Users prior to the date
of termination or for Withdrawal of Product obligations per 4.3/4.4, and
Supplier shall continue to provide the technical support at the annual
support fee described in Article 9 of this Agreement for [*] ([*]) years
following the date of termination. Subsequent to such [*] ([*]) year
period, Supplier agrees upon Cabletron's request, to offer post-service
agreements for Products on
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Cabletron Proprietary Information Page 8
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
terms and conditions comparable to those in service agreements Supplier
provides on comparable Supplier branded products.
12. CONFIDENTIAL AND PROPRIETARY INFORMATION:
12.1. DISCLOSURE OF INFORMATION - It is expected that Supplier and Cabletron
may each disclose to the other proprietary or confidential information.
For purposes of the following, the Party disclosing the Confidential
Information is the "Discloser" and the Party receiving the Confidential
Information is the "Recipient".
12.2. CONFIDENTIAL INFORMATION - "Confidential Information" shall mean any and
all information of the Discloser that is not generally known by others
with whom it competes or does business, and any and all information,
publicly known in whole or in part or not, which, if disclosed would
assist in competition against Discloser. Confidential Information
includes without limitation such information relating to: (i) the
technical specifications of the Products; (ii) the development, research,
testing, marketing and financial activities of the Discloser; (iii) the
identity and special needs of the customers or suppliers of the
Discloser; and (iv) the people and organizations with whom the Discloser
has business relationships and those relationships.
12.3. OWNERSHIP AND NON-DISCLOSURE - All Confidential Information acquired by
Recipient or its employees or agents shall remain Discloser's exclusive
property, and Recipient shall use its best efforts (which in any event
shall not be less than the efforts Recipient takes to ensure the
confidentiality of its own proprietary and other confidential
information) to keep, and have its employees and agents keep, any and all
such information and data confidential, and shall not copy or publish or
disclose it to others, or authorize its employees, or agents or anyone
else to copy, publish, or disclose it to others, without Discloser's
prior written approval, and shall return such information and data to
Discloser at its request. Recipient shall only use any Confidential
Information in connection with its performance under this Agreement.
12.4. EXCEPTION - The confidentiality provisions in this Section will not apply
to information which is or which becomes generally known to the public by
publication or by any means other than a breach of duty by a Party to
this Agreement.
12.5. DISCLOSURE TO AGENT - Cabletron may disclose Supplier Confidential
Information to third-party agents working under Cabletron's direction,
provided that the agent executes an appropriate non-disclosure agreement
with Cabletron that prohibits further disclosure of Supplier Confidential
Information.
12.6. POST TERMINATION - Except to the extent necessary to fulfill ongoing
product support obligations or as otherwise provided herein, upon
termination or expiration, Cabletron shall deliver to Supplier all
material furnished by Supplier and pertaining to Products, which is then
in the possession of Cabletron, and shall not retain copies of the same.
Except as provided herein, upon termination or expiration, Supplier shall
deliver to Cabletron all material furnished by Cabletron, which is deemed
confidential hereunder.
13. INDEMNIFICATIONS:
13.1. INDEMNIFICATION BY SUPPLIER - Supplier shall defend, at Supplier's
expense, any claim brought against Cabletron, its employees, agents,
Resellers or End Users (a "Claim Defendant") alleging that any Product
acquired or licensed under this Agreement infringes any patent,
copyright, trademark, mask work right or comparable right (hereinafter a
"Claim"). Supplier shall pay all costs and damages awarded or agreed to
in settlement, provided that the Claim Defendant gave Supplier prompt
written notice of the Claim, reasonable assistance and sole authority to
defend or settle the Claim. Supplier shall obtain for the Claim
Defendant, the right to continue using the Product, replace or modify the
Product so it becomes non-infringing. If such remedies are not reasonably
available, Supplier shall refund to Cabletron the price paid for the
Product and Cabletron shall return the Product to Supplier. Depending on
the period of time for which Cabletron has used the Product, the amount
of the refund will be depreciated by an equal amount over the lifetime of
the Product, as mutually agreed to by both parties.
Supplier shall not be liable to Cabletron for any claim infringement
pursuant to this section 13.1 if such claim is based on:
(a) Combination of the Products with other products or devices not
supplied to Cabletron by Supplier; or
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Cabletron Proprietary Information Page 9
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
(b) Modifications made to the Products by someone other than Supplier.
13.2. INDEMNIFICATION BY CABLETRON - Cabletron shall hold Supplier harmless
from and defend, at Cabletron's expense, any claim brought against
Supplier alleging that any Cabletron Brand infringes the trademark, trade
name or any other intellectual property right of a third party (a "Brand
Claim"). Cabletron shall pay all costs and damages awarded or agreed to
in settlement, provided that the Supplier gave Cabletron prompt written
notice of the Brand Claim, reasonable assistance and sole authority to
defend or settle the Brand Claim.
13.3. PRODUCTS LIABILITY - Supplier shall defend, at its expense, any claim
brought against Cabletron, its employees, agents, Resellers or End Users
("Claim Defendant") that arise out of or result from injuries or death to
persons or physical damage to property arising out of the use of the
Products, including claims that the Products were defective or were not
safe for their intended use, whether such Products or the parts thereof
were furnished by Supplier or its subcontractors ("Products Liability
Claim"), provided that the Claim Defendant gave Supplier prompt written
notice of the Products Liability Claim, reasonable assistance and sole
authority to defend or settle the Products Liability Claim. Supplier
shall carry and maintain general and products liability insurance
coverage in an amount no less than [*] dollars ($[*]) applicable to
the Supplier's obligation under this section. Supplier shall not be
liable to Cabletron for any Products Liability Claim if such claim is
based on modifications made to the Products by someone other than
Supplier or by Cabletron at Supplier's instructions.
14. LIMITATION OF LIABILITY:
14.1. LIMITATION OF LIABILITY - IN NO EVENT SHALL EITHER PARTY OR THEIR
AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BE LIABLE TO THE
OTHER PARTY OR END USERS FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA OR PROFITS OR
ATTORNEY'S FEES, WHETHER CLAIMED BY REASON OF BREACH OF WARRANTY, IN TORT
OR OTHERWISE, AND WITHOUT REGARD TO THE FORM OF ACTION IN WHICH SUCH
CLAIM IS MADE. IN ANY EVENT, CABLETRON'S LIABILITY SHALL BE LIMITED TO
[*] UNITED STATES DOLLARS ($[*]) OR THE EQUIVALENT IN FOREIGN CURRENCY.
SUPPLIER'S LIABILITY SHALL BE LIMITED TO THE GREATER OF: (i) THE AMOUNT
ACTUALLY PAID BY CABLETRON TO SUPPLIER UNDER THIS AGREEMENT; OR [*]
UNITED STATES DOLLARS ($[*]).
15. DISPUTE RESOLUTION:
15.1. CONSULTATION AND REVIEW - The Parties shall make good faith efforts to
resolve all disputes arising under this Agreement through consultations.
If consultations are unsuccessful in resolving any dispute, either Party
may request a senior management review. Within ten (10) Business Days of
any such request, designated vice presidents of Supplier and Cabletron
will meet in a mutually acceptable fashion to exchange relevant
information and attempt to resolve the dispute.
16. GENERAL TERMS:
16.1. IMPORT AND EXPORT - Certain Products may be subject to export or import
control laws and regulations of the U.S. government and other
governments. Cabletron assures that Cabletron and Resellers will comply
with those regulations at their expense whenever they export or re-export
controlled products or technical data obtained from Supplier or any
product produced directly from the controlled technical data. Cabletron
shall hold harmless and indemnify Supplier from any damages, including
attorneys' fees, and any government sanctions resulting to Supplier from
a breach of this Section.
16.2. ASSIGNMENT - Cabletron or Supplier may assign this Agreement to any
person or entity that acquires substantially all of the stock of
Cabletron or the assets of Cabletron or Supplier, respectively, or any of
its applicable major division, unit, or subsidiary provided that such
acquiring person or entity a) acknowledges that it continues to be bound
by and shall duly perform all of the provisions and b) is not a direct
competitor of the non-assigning party.
16.3. CONFIDENTIALITY OF AGREEMENT - The Parties acknowledge and agree that the
terms of this Agreement are confidential, and, except as may be required
by law or in response to valid judicial or administrative process, may
not be provided or disclosed to third parties without the other Party's
consent.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
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Cabletron Proprietary Information Page 10
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
16.4. WAIVER AND SEVERABILITY - A Party's failure to enforce any provision
of this Agreement shall not be deemed a waiver of that or any other
provision of this Agreement. If any provision of this Agreement has
been declared illegal, invalid or unenforceable, the provision shall be
construed to be enforceable to the maximum extent permitted and, if not,
shall be deemed deleted from this Agreement, provided that if such
construction or deletion substantially alters the commercial basis of
this Agreement, the Parties shall negotiate in good faith to amend the
provisions of this Agreement to give effect to their original intent.
16.5. FORCE MAJEURE - Neither Party shall be liable for any damages or
penalties for delay in performing its obligations under this when such
delay is due to the elements, acts of God, acts of the other Party, acts
of civil or military authority, fires, or floods, epidemics, quarantine
restrictions, war, riots, strikes, lockouts or other labor disputes,
delays in transportation, delays in delivery by vendors, or any other
causes, without limitation, which are beyond the reasonable control of
the delayed Party.
16.6. SURVIVAL - Appropriate provisions of this Agreement, including but not
limited to the following, shall survive the expiration or termination of
this Agreement: Definitions; Right To Manufacture (in the event
Cabletron has exercised it Right to Manufacture prior to the date of
termination); Ordering and Shipment; Software License Terms; Payment;
Warranty Terms; Service, Intellectual Property; Duration and
Termination; Confidential and Proprietary Information; Indemnifications;
Limitation of Liability; and General Terms.
16.7. LAWS -This Agreement and all Orders shall be governed by the laws of the
State of New Hampshire, U.S.A., regardless of the laws that might
otherwise govern under applicable conflicts and choice of laws
principles. The courts of New Hampshire shall have jurisdiction
concerning all matters pertaining to this Agreement. To the extent not
prohibited by applicable law that cannot be waived, and provided with
regard to clause (c) of this sentence that any suit, action or other
proceeding arising out of, based upon, or relating to this Agreement or
the construction, negotiation or performance of this Agreement (an
"Action") in question is pending in one of the state and federal courts
located in New Hampshire (collectively, the "Courts"), each party
waives, and agrees not to assert in any Action: (a) ANY RIGHT TO TRIAL
BY JURY IN RESPECT OF ANY ISSUE OR CLAIM THAT MAY ARISE IN THE ACTION;
(b) any claim or defense that this Agreement or this relationship is
governed by or is subject to any alleged fiduciary duty or any alleged
implied covenant of good faith and fair dealing; and (c) any claim or
defense that the Court in question does not have personal jurisdiction,
may not attach or permit execution upon each party's property, or is an
improper venue or an inconvenient forum. Any Action against Cabletron
must be brought within [*] ([*]) months after the cause of action
arises.
16.8. RELATIONSHIP OF THE PARTIES - Except as expressly provided in this
Agreement, neither Party shall hold itself out as, the representative,
agent, commission-sales agent, franchisee or employee of the other Party
for any purpose. This Agreement creates no relationship of joint
venture, franchise or partnership, and neither Party has any right or
authority to assume or to create any obligation or responsibility on
behalf of the other Party.
16.9. ENTIRE AGREEMENT - This Agreement, its Exhibits and attachments,
including all documents which are incorporated by reference, constitute
the entire and only understanding between the Parties. Unless otherwise
provided herein, no modifications to this Agreement shall be binding on
either Party unless made in writing and signed by duly authorized
representatives of both Parties. In the event of any conflict between
this Agreement, and any Addendum, Exhibits, or other attachments, the
terms of this Agreement shall govern.
16.10. NOTICES - Where electronic communication is available, Supplier and
Cabletron may communicate with each other by electronic means. Supplier
and Cabletron agree that when electronic communications are used, they
are the equivalent of written and signed documents except for Notices
given under this Agreement which if transmitted electronically, shall
also be sent via facsimile transmission (with a copy by U.S. mail or
overnight courier (signature required)). Notices shall be deemed
effective upon receipt or refusal to accept delivery. Routine business
communications shall not be deemed to be Notices. All such notices shall
be in English and addressed as follows:
If to Cabletron:
Cabletron Systems, Inc.
00 Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxxxxx, XXX 00000
Attention: Product Marketing
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Cabletron Proprietary Information Page 11
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
Facsimile Number: ________________
With a copy to:
Cabletron Systems, Inc.
00 Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxxxxx, XXX 00000
Attention: Legal Department
Facsimile Number: 000-000-0000
If to Supplier:
Sonoma Systems
0000 Xxxxxxxxx Xxx #000
Xxxxxx xxx Xxx, XX 00000-0000
Attention: Chief Financial Officer
Facsimile Number 000-000-0000
With a copy to President & Chief Executive Officer
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.
CABLETRON SYSTEMS, INC. SONOMA SYSTEMS
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Executive Vice President of Title Vice President Finance and
Corporate Affairs Operations and Chief
Financial Officer
Date: ________________________________ Date: ______________________________
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Cabletron Proprietary Information Page 12
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON OEM PRODUCT SALES AGREEMENT
EXHIBIT A - PRODUCTS AND PRICES
----------------------------------------------------------------------------------------------------------------------------------
SONOMA SYSTEMS PART DESCRIPTION SONOMA CABLETRON PRICE TO MAINTENANCE
NUMBER LIST DISCOUNT CABLETRON PRICE
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS BASE UNITS
----------------------------------------------------------------------------------------------------------------------------------
8000 SA PII Sonoma Access Pentium II Base Unit, with
switchable 110/240 VAC power supply for Multi-
media applications $4,695 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
8000 DA PII Sonoma Access Pentium II Base Unit, with dual
switchable 110/240 VAC power supply for Multi-
media applications $5,645 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
8000 DD PII Sonoma Access Pentium II Base Unit, with dual -
48VDC power supplies for Multi-media
applications $5,995 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS SOFTWARE
----------------------------------------------------------------------------------------------------------------------------------
8000 SW-TLX-4 SONOMA ACCESS TLX-TM- software, V4.0, high-
performance real-time operating system, SNMP
agent, Web DCS, and SLIP management
software. V4 supports CES, Quad T1/E1 UNI and
new Token Ring card. $2,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
SONOMAVIEW SonomaVIEW Element Management Package $1,995 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS WAN CARDS (INCLUDES DRIVER
SOFTWARE LICENSE AND CERTIFICATION)
----------------------------------------------------------------------------------------------------------------------------------
ATM IMA DS1 4 port T1 ATM Inverse Multiplexing card (RJ-45) $6,500 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ATM IMA E1 4 port E1 ATM Inverse Multiplexing card (RJ-45) $6,500 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ATM IMA DS1-8 8 port T1 ATM Inverse Multiplexing card (RJ-45) $9,500 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ATM IMA E1-8 8 port E1 ATM Inverse Multiplexing card (RJ-45) $9,500 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ENH DS3 ATM DS3 GCRA compliant ATM Card, with two BNC
connectors, compliant with DSX-3 specifications $3,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ENH E3 ATM E3 GCRA compliant ATM Card, with two BNC
connectors $3,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ENH OC3 ATM MM OC-3c/STM-1 GCRA compliant ATM Multimode
Card, with fiber optic SC connector (0-2Km) $4,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ENH OC3ATM SM-IR OC-3c/STM-1 GCRA compliant ATM Single Mode
Card, with fiber optic ST connector (0-19Km) $6,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
ENH OC3ATM XX-XX OC-3c/STM-1 GCRA ATM Long-Reach Single
Mode Card, with fiber optic ST connector (12-
30Km) $8,000 [*]% off list $[*] $[*]
----------------------------------------------------------------------------------------------------------------------------------
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
----------------------------------------------------------------------------------------------------------------------------------
SONOMA SYSTEMS DESCRIPTION SONOMA CABLETRON PRICE TO MAINTENANCE
PART NUMBER LIST DISCOUNT CABLETRON PRICE
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS LAN CARDS (INCLUDES DRIVER
SOFTWARE LICENSE AND CERTIFICATION)
----------------------------------------------------------------------------------------------------------------------------------
8000 FAST ENET-1 Fast Ethernet Card (10/100Mbps auto-sensing) $750 [*]% off list $[*] $[*]
with RJ-45 connector (UTP).
----------------------------------------------------------------------------------------------------------------------------------
8000 FAST ENET-4 Four-Port Fast Ethernet Card (10/100Mbps auto- $3,000 [*]% off list $[*] $[*]
sensing), with RJ-45 connectors
----------------------------------------------------------------------------------------------------------------------------------
8000 TRN 2 High Performance Token Ring Card (4/16Mbps $1,200 [*]% off list $[*] $[*]
auto-sensing), with DB-9 and RJ-45 connectors.
----------------------------------------------------------------------------------------------------------------------------------
8000 FDDI-SAS FDDI Single-Attach (SAS) Interface Card, with $5,000 [*]% off list $[*] $[*]
multimode fiber optic SC connector
----------------------------------------------------------------------------------------------------------------------------------
8000 FDDI-DAS FDDI Dual-Attach (DAS) Interface Card, with two $8,000 [*]% off list $[*] $[*]
multimode fiber optic SC connectors
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS MULTISERVICE CARDS (INCLUDES
ATM UPLINK, DRIVER SOFTWARE LICENSE AND
CERTIFICATION)
----------------------------------------------------------------------------------------------------------------------------------
T1 CES IMA Card set with four T1/E1 Circuit Emulation ports $11,000 [*]% off list $[*] $[*]
(RJ-45) and four T1 ATM IMA uplink ports (RJ45).
Requires 3 slots.
----------------------------------------------------------------------------------------------------------------------------------
E1 CES IMA Card set with four T1/E1 Circuit Emulation ports $11,000 [*]% off list $[*] $[*]
(RJ-45) and four E1 ATM IMA uplink ports (RJ-
45). Requires 3 slots.
----------------------------------------------------------------------------------------------------------------------------------
T1 CES IMA-8 Card set with four T1/E1 Circuit Emulation ports $14,500 [*]% off list $[*] $[*]
(RJ-45) and eight T1 ATM IMA uplink ports
(RJ45). REQUIRES 3 SLOTS.
----------------------------------------------------------------------------------------------------------------------------------
E1 CES IMA-8 Card set with four T1/E1 Circuit Emulation ports $14,500 [*]% off list $[*] $[*]
(RJ-45) and eight E1 ATM IMA uplink ports (RJ-
45). Requires 3 slots.
----------------------------------------------------------------------------------------------------------------------------------
CES DS3 Card set with four T1/E1 Circuit Emulation ports $7,500 [*]% off list $[*] $[*]
(RJ-45) and one DS3 ATM uplink with BNC
connectors. Requires 2 slots.
----------------------------------------------------------------------------------------------------------------------------------
CES E3 Card set with four T1/E1 Circuit Emulation ports $7,500 [*]% off list $[*] $[*]
(RJ-45) and one E3 ATM uplink with two BNC
connectors. Requires 2 slots.
----------------------------------------------------------------------------------------------------------------------------------
CES MM OC3 Card set with four T1/E1 Circuit Emulation ports $8,500 [*]% off list $[*] $[*]
(RJ-45) and one OC-3c/STM-1 ATM uplink with
fiber optic SC connector (0-2Km). Requires 2
slots.
----------------------------------------------------------------------------------------------------------------------------------
CES SM IR OC3 Card set with four T1/E1 Circuit Emulation ports $10,500 [*]% off list $[*] $[*]
(RJ-45) and one OC-3c/STM-1 ATM uplink with
fiber optic ST connector (0-19Km). Requires 2
slots.
----------------------------------------------------------------------------------------------------------------------------------
CES SM LR OC3 Card set with four T1/E1 Circuit Emulation ports $12,500 [*]% off list $[*] $[*]
(RJ-45) and one OC-3c/STM-1 ATM uplink with
fiber optic ST connector (12-30Km). Requires 2
slots.
----------------------------------------------------------------------------------------------------------------------------------
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Cabletron Proprietary Information Page 14
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
----------------------------------------------------------------------------------------------------------------------------------
SONOMA SYSTEMS SONOMA CABLETRON PRICE TO MAINTENANCE
PART NUMBER DESCRIPTION LIST DISCOUNT CABLETRON PRICE
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS USER DOCUMENTATION:
----------------------------------------------------------------------------------------------------------------------------------
HW IG Sonoma Access/Integrator Hardware Installation $100 [*]% off $[*]
User Guide list
----------------------------------------------------------------------------------------------------------------------------------
SUG-CRAFT Sonoma Access/Integrator Craft User Guide $100 [*]% off $[*]
includes Craft user Interface and Hardware list
Section
----------------------------------------------------------------------------------------------------------------------------------
QS CRAFT Sonoma Access Quick Start Guide for Craft $15 [*]% off $[*]
Interface list
----------------------------------------------------------------------------------------------------------------------------------
SI-QS-CRAFT Sonoma Integrator Quick Start Guide for Craft $15 [*]% off $[*]
Interface Users list
----------------------------------------------------------------------------------------------------------------------------------
SV UG SonomaView Element Management User Guide $100 [*]% off $[*]
for Access and Integrator list
----------------------------------------------------------------------------------------------------------------------------------
SI-QS-SV Sonoma Integrator Quick Start Guide for $15 [*]% off $[*]
SonomaView EMS list
----------------------------------------------------------------------------------------------------------------------------------
SUG Craft IG-DISK Sonoma Access/Integrator Craft User Guide and $50 [*]% off $[*]
Hardware Installation Guide on 3.5-inch diskettes list
----------------------------------------------------------------------------------------------------------------------------------
SONOMA ACCESS ACCESSORIES:
----------------------------------------------------------------------------------------------------------------------------------
CABLE MGMT Cable Management option for PII Chassis. $200 [*]% off $[*] N/A
Consists of front bezel attachment with cable list
clamps
----------------------------------------------------------------------------------------------------------------------------------
8000 SBP Spare Blanking Plates (package of five) $50 [*]% off $[*] N/A
list
----------------------------------------------------------------------------------------------------------------------------------
PII RM-19 19" Rackmount kit for Phase II chassis $250 [*]% off $[*] N/A
list
----------------------------------------------------------------------------------------------------------------------------------
PII RM-23 23" Rackmount kit for Phase II chassis $250 [*]% off $[*] N/A
list
----------------------------------------------------------------------------------------------------------------------------------
PII SAC TRAY PII Single A/C power supply and fan tray assembly $795 [*]% off $[*] $[*]
(switch selectable for 110 or 240 VAC) list
----------------------------------------------------------------------------------------------------------------------------------
PII DAC TRAY PII Dual A/C power supply and fan tray assembly $1,595 [*]% off $[*] $[*]
(switch selectable for 110 or 240 VAC) list
----------------------------------------------------------------------------------------------------------------------------------
PII DDC TRAY PII Dual D/C power supply and fan tray assembly $2,495 [*]% off $[*] $[*]
(-48 VDC) list
----------------------------------------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR BASE UNITS
----------------------------------------------------------------------------------------------------------------------------------
SI MSBRANCH SONOMA INTEGRATOR Multiservice Branch Access $7,500 [*]% off $[*] $[*]
Device, with autosensing 110/240 VAC power list
supply. Includes (4) T1/E1 ports and (1) 10/100
M Ethernet port
----------------------------------------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR SOFTWARE
----------------------------------------------------------------------------------------------------------------------------------
SI SW UNI SONOMA INTEGRATOR software, V1.0. Support for $500 [*]% off $[*] $[*]
X0/X0 XXX, XXX, XXXX agent, SonomaView list
Quick Start, and SLIP management software,
diskettes with user documentation
----------------------------------------------------------------------------------------------------------------------------------
SI SW IMA SONOMA INTEGRATOR software, V1.0. Support for $1,500 [*]% off $[*] $[*]
T1/E1 IMA, CES, SNMP agent, SonomaView list
Quick Start, and SLIP management software,
diskettes with user documentation
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
SONOMA SYSTEMS SERVICE OPTIONS*
----------------------------------------------------------------------------------------------------------------------------------
REPAIR Repair for items not covered by warranty [*]% of list N/A [*]% of list N/A
price price
----------------------------------------------------------------------------------------------------------------------------------
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 15
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
----------------------------------------------------------------------------------------------------------------------------------
TRAIN-6 Training for up to 6 students. Consists of a two- $3,000 [*]% off $[*] per N/A
day session, which takes place at a location per day list day plus
agreed to by Sonoma Systems and the plus travel travel and
Customer. All equipment and space to be and out of out of
provided by the Customer. pocket pocket
costs costs
----------------------------------------------------------------------------------------------------------------------------------
TRAIN-12 Training for up to 7-12 students. Consists of a $5,000 [*]% off $[*] per N/A
two-day session, which takes place at a location per day list day plus
agreed to by Sonoma Systems and the plus travel travel and
Customer. All equipment and space to be and out of out of
provided by the Customer. pocket pocket
costs costs
----------------------------------------------------------------------------------------------------------------------------------
INSTALL Installation provided by Sonoma Systems. The $1,500 [*]% off $[*] per N/A
minimum rate is one day, billed in 1/4 day per day list day plus
increments. There is an additional travel time fee plus travel travel and
of $75 per hour. and out of out of
pocket pocket
costs; costs;
variable variable
travel and travel and
expenses expenses
----------------------------------------------------------------------------------------------------------------------------------
CONSULT Sonoma Systems technical consulting service. $150 per [*]% off $[*] per N/A
The hourly support price for consulting is $150/hr. hour; list hour;
For onsite services, Travel and Expense charge Variable Variable
may apply. travel and travel and
expenses expenses
may apply may apply
----------------------------------------------------------------------------------------------------------------------------------
* Initial Product Training shall be free of charge.
Training classes shall be at a [*]% discount off Supplier's list price. All
travel and related expenses shall be born by Supplier.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 16
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON OEM PRODUCT SALES AGREEMENT
EXHIBIT B - PRODUCT RE-BRANDING SPECIFICATIONS
PART I - AGREED MODIFICATIONS
1. CUSTOMIZATION TO BE PERFORMED BY SUPPLIER:
1.1 HARDWARE - Supplier will produce a new design of the front-panel and
back-panel labels with Cabletron's color, logo and product names for all
Products. Supplier will modify the product chassis (front, side, top and back
panel) and lid components to a Cabletron specified color.
Supplier will produce customized versions of all externally visible hardware
modules which will include their respective Cabletron model numbers clearly
visible when mounted in a standard rack configuration.
Supplier will provide Cabletron with the documentation which specifies the
mechanical dimensions and label design of all Products so that they can be
reviewed by Cabletron and returned to Supplier with exact specification of
color codes, logo, label design style and any other layout information (the
"CUSTOMER Specification"). From the CUSTOMER Specification, Supplier will
produce a new set of production documentation to be used in the manufacture
of the Products purchased by Cabletron pursuant hereto. This documentation
must be approved by Cabletron in writing before production of Products for
Cabletron can begin.
With respect to the changes by Cabletron changing the labeling of the company
name and product numbers on the front and back of the Products to be
delivered to Cabletron or its customers, such Products must be registered by
Supplier on behalf of Cabletron under the safety approval files at UL, CSA,
and CE Xxxx before changes in such labeling can be made. Supplier will also
obtain EMC certificates/reports (FCC, and CE Xxxx) for the OEM version of the
Products on behalf of Cabletron.
1.2 SWITCH SOFTWARE - Supplier will modify the Access and Integrator software
images to recognize a special main board ID that will enable the display of
Cabletron's company name and copyrights on the serial console, if necessary.
Supplier will modify the software identification and naming on the interface
modules. The modification of software items will be carried out from a
written specification (Exhibit B-Part II) of changes supplied by Cabletron to
Supplier detailing how menus and text strings should be changed. This
specification will then be the acceptance criteria to be used by Cabletron
when receiving the first and subsequent software releases from Supplier.
Production test software will be modified to program the board ID and special
MAC base address if necessary according to specifications from Cabletron.
1.3 DOCUMENTATION - Supplier will modify all identified user manuals
according to Cabletron specifications and supply these to Cabletron in
electronic format. The files will by default be saved in Framemaker format.
Cabletron Systems will review and approve these documents for acceptability
according to Cabletron standards. Supplier will maintain configuration
control of all customized manual versions.
1.4 MANAGEMENT SOFTWARE -- Supplier will modify the SonomaView Element
Management System software for Cabletron to be renamed "SmartSwitch 1500
Element Management System" (outlined in Exhibit C-part II). Windows screen
bitmaps of switch views are to be reviewed by Cabletron and modified by
Supplier. Supplier will maintain the customized software and any future
updates. Sonoma will also modify the SonomaView QuickStart software utility
and relabel this product as the "SmartSwitch 1500 QuickStart" utility.
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 17
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
2. CUSTOMIZATION TO BE PERFORMED BY CABLETRON:
2.1 HARDWARE - None.
2.2 DEVICE SOFTWARE - None.
2.3 DOCUMENTATION - Cabletron will include a copyright notice in distributed
manuals, which shall comply with applicable copyright law and identify the
owner as Cabletron "and others." Cabletron shall include a U.S. government
restricted rights notice in all user manuals. This will be provided to
Supplier for inclusion into product manuals.
2.4 MANAGEMENT SOFTWARE -None. Cabletron reserves the right to develop on its
own, network management software which supports the product.
3. CABLETRON SYSTEMS REQUIREMENTS - In the event Cabletron's System
requirements require that at any term of this Exhibit be modified, Supplier
agrees to comply with such requested modifications
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 18
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
EXHIBIT B - PRODUCT RE-BRANDING SPECIFICATIONS
PART II - CUSTOMIZATION REQUIREMENTS
Customization Requirements
Cabletron Systems
SmartSwitch 1500 ATM Integrated Access Devices
Revision 1
SONOMA SYSTEMS PRODUCTS REQUIRED:
--------------------------------------------------------------------------------------------------------
DESCRIPTION SONOMA CABLETRON PART
SYSTEMS PART NUMBER
NUMBER
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS BASE UNITS
--------------------------------------------------------------------------------------------------------
Sonoma Access Pentium II Base Unit, with 8000 SA PII 1A200-SA
switchable 110/240 VAC power supply for Multi-
media applications
--------------------------------------------------------------------------------------------------------
Sonoma Access Pentium II Base Unit, with 8000 DA PII 1A200-DA
dual switchable 110/240 VAC power supply for Multi-
media applications
--------------------------------------------------------------------------------------------------------
Sonoma Access Pentium II Base Unit, with dual - 8000 DD PII 1A200-DD
48VDC power supplies for Multi-media applications
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS SOFTWARE
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS TLX-TM- software, V4.0, high- 8000 SW-TLX-4 1A200-SW-TLX-4
performance real-time operating system, SNMP
agent, Web DCS, and SLIP management software.
V4 supports CES, Quad T1/E1 UNI and new Token
Ring card.
--------------------------------------------------------------------------------------------------------
SonomaVIEW Element Management Package SONOMAVIEW 1A-SW-EMS
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS WAN CARDS (INCLUDES DRIVER
SOFTWARE LICENSE AND CERTIFICATION)
--------------------------------------------------------------------------------------------------------
4 port T1 ATM Inverse Multiplexing card (RJ-45) ATM IMA DS1 1A-IMA-82-4
--------------------------------------------------------------------------------------------------------
4 port E1 ATM Inverse Multiplexing card (RJ-45) ATM IMA E1 1A-IMA-92-4
--------------------------------------------------------------------------------------------------------
8 port T1 ATM Inverse Multiplexing card (RJ-45) ATM IMA DS1-8 1A-IMA-82-8
--------------------------------------------------------------------------------------------------------
8 port E1 ATM Inverse Multiplexing card (RJ-45) ATM IMA E1-8 1A-IMA-92-8
--------------------------------------------------------------------------------------------------------
DS3 GCRA compliant ATM Card, with two BNC ENH DS3 ATM 1A-ATM-67-1
connectors, compliant with DSX-3 specifications
--------------------------------------------------------------------------------------------------------
E3 GCRA compliant ATM Card, with two BNC connectors ENH E3 ATM 1A-ATM-77-1
--------------------------------------------------------------------------------------------------------
OC-3c/STM-1 GCRA compliant ATM Multimode ENH OC3 ATM MM 1A-ATM-21-1
Card, with fiber optic SC connector (0-2Km)
--------------------------------------------------------------------------------------------------------
OC-3c/STM-1 GCRA compliant ATM Single Mode ENH OC3ATM SM-IR 1A-ATM-29-1-IR
Card, with fiber optic ST connector (0-19Km)
--------------------------------------------------------------------------------------------------------
OC-3c/STM-1 GCRA ATM Long-Reach Single Mode ENH OC3ATM XX-XX 1A-ATM-29-1-LR
Card, with fiber optic ST connector (12-30Km)
--------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 19
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
--------------------------------------------------------------------------------------------------------
DESCRIPTION SONOMA CABLETRON PART
SYSTEMS PART NUMBER
NUMBER
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS LAN CARDS (INCLUDES DRIVER
SOFTWARE LICENSE AND CERTIFICATION)
--------------------------------------------------------------------------------------------------------
Fast Ethernet Card (10/100Mbps auto-sensing) with 8000 FAST ENET-1 1A-100TX-1
RJ-45 connector (UTP).
--------------------------------------------------------------------------------------------------------
Four-Port Fast Ethernet Card (10/100Mbps auto- 8000 FAST ENET-4 1A-100TX-4
sensing), with RJ-45 connectors
--------------------------------------------------------------------------------------------------------
High Performance Token Ring Card (4/16Mbps auto- 8000 TRN 2 1A-HPTR-1
sensing), with DB-9 and RJ-45 connectors.
--------------------------------------------------------------------------------------------------------
FDDI Single-Attach (SAS) Interface Card, with 8000 FDDI-SAS 1A-FDDI-SAS
multimode fiber optic SC connector
--------------------------------------------------------------------------------------------------------
FDDI Dual-Attach (DAS) Interface Card, with two 8000 FDDI-DAS 1A-FDDI-DAS
multimode fiber optic SC connectors
--------------------------------------------------------------------------------------------------------
SONOMA ACCESS MULTISERVICE CARDS (INCLUDES
ATM UPLINK, DRIVER SOFTWARE LICENSE AND
CERTIFICATION)
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- T1 CES IMA 1A-CESIMA-82-4
45) and four T1 ATM IMA uplink ports (RJ45).
Requires 3 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- E1 CES IMA 1A-CESIMA-92-4
45) and four E1 ATM IMA uplink ports (RJ-45).
Requires 3 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- T1 CES IMA-8 1A-CESIMA-82-8
45) and eight T1 ATM IMA uplink ports (RJ45).
REQUIRES 3 SLOTS.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- E1 CES IMA-8 1A-CESIMA-92-8
45) and eight E1 ATM IMA uplink ports (RJ-45).
Requires 3 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- CES DS3 1A-CES-67-1
45) and one DS3 ATM uplink with BNC connectors.
Requires 2 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- CES E3 1A-CES-77-1
45) and one E3 ATM uplink with two BNC connectors.
Requires 2 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- CES MM OC3 1A-CES-21-1
45) and one OC-3c/STM-1 ATM uplink with fiber
optic SC connector (0-2Km). Requires 2 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- CES SM IR OC3 1A-CES-29-1-IR
45) and one OC-3c/STM-1 ATM uplink with fiber
optic ST connector (0-19Km). Requires 2 slots.
--------------------------------------------------------------------------------------------------------
Card set with four T1/E1 Circuit Emulation ports (RJ- CES SM LR OC3 1A-CES-29-1-LR
45) and one OC-3c/STM-1 ATM uplink with fiber
optic ST connector (12-30Km). Requires 2 slots.
--------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 20
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
----------------------------------------------------------------------------------------------------
SONOMA CABLETRON PART
DESCRIPTION SYSTEMS PART NUMBER
NUMBER
----------------------------------------------------------------------------------------------------
SONOMA ACCESS USER DOCUMENTATION:
----------------------------------------------------------------------------------------------------
Sonoma Access/Integrator Hardware Installation User Guide HW IG 1A-UG-4
----------------------------------------------------------------------------------------------------
Sonoma Access/Integrator Craft User Guide includes Craft SUG-CRAFT 1A-UG-Craft
user Interface and Hardware Section
----------------------------------------------------------------------------------------------------
Sonoma Access Quick Start Guide for Craft Interface Users QS-CRAFT 1A200-QSCRAFT
----------------------------------------------------------------------------------------------------
Sonoma Integrator Quick Start Guide for Craft Interface SI-QS-Craft 1A100-QSCRAFT
Users
----------------------------------------------------------------------------------------------------
SonomaView Element Management User Guide for Access and SV UG 1A-UG-EMS
Integrator
----------------------------------------------------------------------------------------------------
Sonoma Integrator Quick Start Guide for SonomaView EMS SI-QS-SV 1A100-QS-EMS
----------------------------------------------------------------------------------------------------
Sonoma Access/Integrator Craft User Guide and Hardware SUG-Craft IG-DISK 1A-UG-DISK-4
Installation Guide on 3.5-inch diskettes
----------------------------------------------------------------------------------------------------
SONOMA ACCESS ACCESSORIES:
----------------------------------------------------------------------------------------------------
Cable Management option for PII Chassis. Consists of front CABLE MGMT 1A200-CBLMGMT
bezel attachment with cable clamps
----------------------------------------------------------------------------------------------------
Spare Blanking Plates (package of five) 8000 SBP 1A200-SBP
----------------------------------------------------------------------------------------------------
19" Rackmount kit for Phase II chassis PII RM-19 1A200-RM-19
----------------------------------------------------------------------------------------------------
23" Rackmount kit for Phase II chassis PII RM-23 1A200-RM-23
----------------------------------------------------------------------------------------------------
PII Single A/C power supply and fan tray assembly (switch PII SAC TRAY 1A200-SAC-TRAY
selectable for 110 or 240 VAC)
----------------------------------------------------------------------------------------------------
PII Dual A/C power supply and fan tray assembly (switch PII DAC TRAY 1A200-DAC-TRAY
selectable for 110 or 240 VAC)
----------------------------------------------------------------------------------------------------
PII Dual D/C power supply and fan tray assembly PII DDC TRAY 1A200-DDC-TRAY
(-48 VDC)
----------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 21
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
----------------------------------------------------------------------------------------------------
SONOMA CABLETRON PART
DESCRIPTION SYSTEMS PART NUMBER
NUMBER
----------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR BASE UNITS
----------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR Multiservice Branch Access Device, with SI MSBRANCH 1A100-SA
autosensing 110/240 VAC power supply. Includes (4) T1/E1
ports and (1) 10/100 M Ethernet port
----------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR SOFTWARE
----------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR software, V1.0. Support for X0/X0 XXX, XX XX XXX 0X000-XX-XXX-0
CES, SNMP agent, SonomaView Quick Start, and SLIP
management software, diskettes with user documentation
----------------------------------------------------------------------------------------------------
SONOMA INTEGRATOR software, V1.0. Support for T1/E1 IMA, SI SW IMA 1A100-SW-IMA-2
CES, SNMP agent, SonomaView Quick Start, and SLIP
management software, diskettes with user documentation
----------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 22
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON VERSIONS
-----------------------------------------------------------------------------------------------------------------
CABLETRON PART MODEL NAME DESCRIPTION
NO.
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 COMPACT BASE UNIT
-----------------------------------------------------------------------------------------------------------------
1A100-SA SmartSwitch 1500 SmartSwitch 1500 Compact System with autosensing 110/240 VAC power
Compact System supply. Includes (4) T1/E1 ports and (1) 10/100 M Ethernet port
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 COMPACT SOFTWARE
-----------------------------------------------------------------------------------------------------------------
1A100-SW-UNI-1 SmartSwitch 1500 SmartSwitch 1500 Compact System software, V1.0. Support for T1/E1 UNI,
Compact Firmware CES, SNMP agent, SmartSwitch 1500 Quick Start, and SLIP management
software, diskettes with user documentation
-----------------------------------------------------------------------------------------------------------------
1A100-SW-IMA-2 SmartSwitch 1500 SmartSwitch 1500 Compact System software, V2.0. Support for T1/E1 IMA,
Compact Firmware CES, SNMP agent, SmartSwitch 1500 Quick Start, and SLIP
management software, diskettes with user documentation
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR BASE UNITS
-----------------------------------------------------------------------------------------------------------------
1A200-SA SmartSwitch 1500 SmartSwitch 1500 Modular Base Unit, Single 110/240 VAC autosensing power
Modular System supply
-----------------------------------------------------------------------------------------------------------------
1A200-DA SmartSwitch 1500 SmartSwitch 1500 Modular Base Unit, Dual 110/240 VAC autosensing power
Modular System supply
-----------------------------------------------------------------------------------------------------------------
1A200-DD SmartSwitch 1500 SmartSwitch 1500 Modular Base Unit, Dual -48VDC power supplies
Modular System
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR SOFTWARE
-----------------------------------------------------------------------------------------------------------------
1A200-SW-TLX-4 SmartSwitch 1500 SmartSwitch 1500 Modular Firmware, V4.0, high-performance real-time
Modular Firmware operating system, SNMP agent, Web DCS, and SLIP management software.
V4 supports CES, Quad T1/E1 UNI and new Token Ring card.
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 NETWORK MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
1A-SW-EMS SmartSwitch 1500 EMS SmartSwitch 1500 Element Management Package
-----------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR WAN CARDS
(INCLUDES DRIVER SOFTWARE LICENSE AND CERTIFICATION)
-----------------------------------------------------------------------------------------------------------------
1A-IMA-82-4 SmartSwitch 1500 IOM SmartSwitch 1500 Modular 4 port T1 ATM Inverse Multiplexing card (RJ-45)
-----------------------------------------------------------------------------------------------------------------
1A-IMA-92-4 SmartSwitch 1500 IOM SmartSwitch 1500 Modular 4 port E1 ATM Inverse Multiplexing card (RJ-45)
-----------------------------------------------------------------------------------------------------------------
1A-IMA-82-8 SmartSwitch 1500 IOM SmartSwitch 1500 Modular 8 port T1 ATM Inverse Multiplexing card (RJ-45)
-----------------------------------------------------------------------------------------------------------------
1A-IMA-92-8 SmartSwitch 1500 IOM SmartSwitch 1500 Modular 8 port E1 ATM Inverse Multiplexing card (RJ-45)
-----------------------------------------------------------------------------------------------------------------
1A-ATM-67-2 SmartSwitch 1500 IOM SmartSwitch 1500 Modular DS3 GCRA compliant ATM Card, with two BNC
connectors, compliant with DSX-3 specifications
-----------------------------------------------------------------------------------------------------------------
1A-ATM-77-2 SmartSwitch 1500 IOM SmartSwitch 1500 Modular E3 GCRA compliant ATM Card, with two BNC
connectors
-----------------------------------------------------------------------------------------------------------------
1A-ATM-21-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular OC-3c/STM-1 GCRA compliant ATM Multimode Card,
with fiber optic SC connector (0-2Km)
-----------------------------------------------------------------------------------------------------------------
1A-ATM-29-1-IR SmartSwitch 1500 IOM SmartSwitch 1500 Modular OC-3c/STM-1 GCRA compliant ATM Single Mode Card,
with fiber optic ST connector (0-19Km)
-----------------------------------------------------------------------------------------------------------------
1A-ATM-29-1-LR SmartSwitch 1500 IOM SmartSwitch 1500 Modular OC-3c/STM-1 GCRA ATM Long-Reach Single Mode
Card, with fiber optic ST connector (12-30Km)
-----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 23
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
-----------------------------------------------------------------------------------------------------------------------------
CABLETRON PART
NO. MODEL NAME DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR LAN CARDS
(INCLUDES DRIVER SOFTWARE LICENSE AND CERTIFICATION)
-----------------------------------------------------------------------------------------------------------------------------
1A-100TX-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Fast Ethernet Card (10/100Mbps
auto-sensing) with RJ-45 connector (UTP).
-----------------------------------------------------------------------------------------------------------------------------
1A-100TX-4 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Four-Port Fast Ethernet Card (10/100Mbps
auto-sensing), with RJ-45 connectors
-----------------------------------------------------------------------------------------------------------------------------
1A-HPTR-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular High Performance Token Ring Card
(4/16Mbps auto-sensing), with DB-9 and RJ-45 connectors.
-----------------------------------------------------------------------------------------------------------------------------
1A-FDDI-SAS SmartSwitch 1500 IOM SmartSwitch 1500 Modular FDDI Single-Attach (SAS) Interface Card,
with multimode fiber optic SC connector
-----------------------------------------------------------------------------------------------------------------------------
1A-FDDI-DAS SmartSwitch 1500 IOM SmartSwitch 1500 Modular FDDI Dual-Attach (DAS) Interface Card,
with two multimode fiber optic SC connectors
-----------------------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR MULTISERVICE CARDS
(INCLUDES ATM UPLINK, DRIVER SOFTWARE LICENSE AND CERTIFICATION)
-----------------------------------------------------------------------------------------------------------------------------
1A-CESIMA-82-4 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1
Circuit Emulation ports (RJ-45) and four T1 ATM IMA uplink
ports (RJ45). Requires 3 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CESIMA-92-4 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and four E1 ATM IMA uplink ports (RJ-45). Requires 3 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CESIMA-82-8 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and eight T1 ATM IMA uplink ports (RJ45). REQUIRES 3 SLOTS.
-----------------------------------------------------------------------------------------------------------------------------
1A-CESIMA-92-8 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and eight E1 ATM IMA uplink ports (RJ-45). Requires 3 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CES-67-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and one DS3 ATM uplink with BNC connectors. Requires 2 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CES-77-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and one E3 ATM uplink with two BNC connectors. Requires 2 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CES-21-1 SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit Emulation
ports (RJ-45) and one OC-3c/STM-1 ATM uplink with fiber optic SC
connector (0-2Km). Requires 2 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CES-29-1-IR SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit
Emulation ports (RJ-45) and one OC-3c/STM-1 ATM uplink with fiber
optic ST connector (0-19Km). Requires 2 slots.
-----------------------------------------------------------------------------------------------------------------------------
1A-CES-29-1-LR SmartSwitch 1500 IOM SmartSwitch 1500 Modular Card set with four T1/E1 Circuit
Emulation ports (RJ-45) and one OC-3c/STM-1 ATM uplink with fiber
optic ST connector (12-30Km). Requires 2 slots.
-----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 24
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
-----------------------------------------------------------------------------------------------------------------------------
CABLETRON PART
NO. MODEL NAME DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 USER DOCUMENTATION
-----------------------------------------------------------------------------------------------------------------------------
1A-UG-4 SmartSwitch 1500 User SmartSwitch 1500 Modular and Compact Hardware Installation User
Guide Guide
-----------------------------------------------------------------------------------------------------------------------------
1A-UG-Craft SmartSwitch 1500 User SmartSwitch 1500 Modular and Compact Craft User Guide
Guide
-----------------------------------------------------------------------------------------------------------------------------
1A200-QSCRAFT SmartSwitch 1500 Modular SmartSwitch 1500 Modular Base Unit V3/V4 Quick Start Guide for
Craft Quick Start Guide Craft Interface Users
-----------------------------------------------------------------------------------------------------------------------------
1A100 QSCRAFT SmartSwitch 1500 Compact Sonoma Integrator Quick Start Guide for Craft Interface
Craft Quick Start Guide
-----------------------------------------------------------------------------------------------------------------------------
1A-UG-EMS SmartSwitch 1500 EMS User SmartSwitch 1500 Compact and Modular Element Management User Guide
Guide
-----------------------------------------------------------------------------------------------------------------------------
1A100-QS-EMS SmartSwitch 1500 Compact SmartSwitch 1500 Compact Quick Start Guide for EMS
EMS Quickstart Guide
-----------------------------------------------------------------------------------------------------------------------------
1A-UG-DISK SmartSwitch 1500 User SmartSwitch 1500 Craft User Guide and Hardware Installation Guide
Guide - Softcopy on 3.5-inch diskettes
-----------------------------------------------------------------------------------------------------------------------------
SMARTSWITCH 1500 MODULAR ACCESSORIES
-----------------------------------------------------------------------------------------------------------------------------
1A200-CBLMGMT SmartSwitch 1500 Modular SmartSwitch 1500 Modular Cable Management option. Consists of
Accessories front bezel attachment with cable clamps
-----------------------------------------------------------------------------------------------------------------------------
1A200-SBP SmartSwitch 1500 Modular SmartSwitch 1500 Modular Spare Blanking Plates (package of five)
Accessories
-----------------------------------------------------------------------------------------------------------------------------
1A200-RM-19 SmartSwitch 1500 Modular SmartSwitch 1500 Modular 19" Rackmount kit
Accessories
-----------------------------------------------------------------------------------------------------------------------------
1A200-RM-23 SmartSwitch 1500 Modular SmartSwitch 1500 Modular 23" Rackmount kit
Accessories
-----------------------------------------------------------------------------------------------------------------------------
1A200-SAC-TRAY SmartSwitch 1500 SmartSwitch 1500 Modular Single A/C power supply and
Modular Accessories fan tray assembly (switch selectable for 110 or 240 VAC)
-----------------------------------------------------------------------------------------------------------------------------
1A200-DAC-TRAY SmartSwitch 1500 SmartSwitch 1500 Modular Dual A/C power supply and fan tray
Modular Accessories assembly (switch selectable for 110 or 240 VAC)
-----------------------------------------------------------------------------------------------------------------------------
1A200-DDC-TRAY SmartSwitch 1500 Modular SmartSwitch 1500 Modular Dual D/C power supply and fan tray
Accessories assembly (-48 VDC)
-----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 25
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
HARDWARE LABELS, BAR CODES AND PAINT/COLORS
Supplier will comply with the following standards for product packaging,
appearance and finish:
- STD0039 - Supplier Products Packaging and Bar Code Identification
Requirements
- STD0032 - Appearance Spec for Fabricated Sheet Metal Components
- STD0033 - Product Finish and Color Standard
Supplier will supply the following for Cabletron Engineering review and
xxxx-up:
- Colors on chassis (paint chip including texture)
- Design style and color on Front-panel labels for base box and modules
- Assembly drawings
- Sheet metal drawings
- Label drawings including all regulatory information
- Packout drawings
- All documents that will be shipped with the product
- Multi-level BOMs on all products
- AML Info on all parts with specifications
FIRMWARE/MIBS/LOCAL MANAGEMENT SCREENS
Supplier agrees to customize the following according to Cabletron
specifications: All references to proprietary Supplier brands, trademarks, or
part numbers (e.g. "Sonoma Systems", "Access", "Integrator", or "8000 ENET")
that may appear in the product's craft interface, and MIBs will be replaced
by corresponding Cabletron replacement names and part numbers. Such
references will be further detailed in a subsequent amendment to this
agreement which provides exact text string and MIB values, as well as MIB
filename specifications. This amendment will be completed within fourteen
(14) days of the original signing of this agreement.
TEST SOFTWARE
- Production Test software will be modified:
- To program board-ID to according to OEM Customer
- To program special Node-id (Base MAC address) according to OEM customer
requirements.
Cabletron will provide Supplier with a range of addresses if necessary. The MAC
addresses programmed into the device will be reflected on the exterior of the
device.
- To scan special main-board and box bar-code labels as specified by OEM
customer.
- To implement any special test requirements in addition to
"normal" test flow.
NETWORK MANAGEMENT SOFTWARE
Supplier will supply a customized version of the "SonomaView Element
Management System" re-labeled as "SmartSwitch 1500 Element Management
System." Supplier also agrees to supply a customized version of the
"SonomaView QuickStart" application re-labeled as the "SmartSwitch 1500
QuickStart" application. All references to proprietary Supplier brands,
trademarks, or part numbers (e.g. "Sonoma Systems", "Access", "Integrator",
or "8000 ENET") that may appear in the product will be replaced by
corresponding Cabletron replacement names and part numbers. Such references
will be further detailed in a subsequent amendment to this agreement which
provides exact text and graphics specifications. This amendment will be
completed within fourteen (14) days of the original signing of this agreement.
------------------------------------------------------------------------------
Cabletron Proprietary Information Page 26
OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
REGULATORY APPROVALS
- Supplier agrees to file and obtain the "GS" Xxxx through Dekra.
- Supplier agrees to modify the current regulatory labels, replacing the
Sonoma Name, Logo, and Model Number with Cabletron supplied replacements.
Cabletron will provide a modified template of the regulatory label for
Supplier to use for this purpose.
- Sonoma shall file all regulatory documentation associated with the above
regulatory label change. This includes North American and European Safety,
EMC, and Telecommunication requirements.
- Supplier to promptly notify Cabletron of any change to a Product which
affects regulatory approval or requires re-testing.
DOCUMENTATION
Development of OEM versions of all hardware and software product user
manuals, quick guides, and reference guides will be provided by Supplier.
Cabletron Systems will provide the standard boilerplate disclaimer
information and warranty card to be included in the manuals by Supplier. All
documentation for Hardware and Software shall be submitted for Cabletron
Systems' review and xxxx-up. Supplier will make changes to all current and
future product documentation to reflect the Cabletron Systems name, logo,
copy rights and part numbers.
Manuals include:
1A-UG - Sonoma Access/Integrator Hardware Installation
User Guide
1A-UG-Craft - Sonoma Access/Integrator Craft User Guide
1A200-QSCRAFT - Sonoma Access Quick Start Guide for Craft
Interface Users
1A100-QSCRAFT - Sonoma Integrator Quick Start Guide for Craft
Interface Users
1A-UG-EMS - SonomaView EMS User Guide for the Access and
Integrator
1A-100-QA-EMS - SonomaView EMS Quick Start Guide for SonomaView
Interface
1A-UG-DISK - Sonoma Access/Integrator Craft User Guide and
Hardware Installation Guide on 3.5-inch diskettes
DISKETTE LABELS FOR DEVICE IMAGE AND NETWORK MANAGEMENT SOFTWARE AND MANUALS -
Supplier will supply a customized version of the various diskette labels for
the Product image files, MIB files, network management software, and
documentation. The modified labeling specifications will be further detailed
in a subsequent amendment to this agreement which provides exact text and
graphics specifications for the labels. This amendment will be completed
within fourteen (14) days of the original signing of this agreement.
PACKAGING
Will comply to the following Cabletron standard supplied to Supplier
- STD0039 - Supplier Product Packaging and Bar Code Identification
Requirements
- Plain xxxxx cardboard shipping box with applicable international shipping
symbols (e.g. fragile, stacking height), but no company logos or other
markings
- Shipping label applied to the outside of the box, customized as per
Cabletron Systems standard
- Supplier will send samples of the box and shipping label to Cabletron
Systems for review and approval Other items included in box are: US power
cord, installation and user guide, Image/MIB CD or diskettes, any included
Network Management CD/diskettes and manual, firmware release notes,
Cabletron Warranty, power cord safety document, rack mount ears/screws,
console cable
CABLETRON SYSTEMS REQUIREMENTS
In the event Cabletron's system requirements require that at any term of this
Exhibit be modified, Supplier agrees to comply with such requested
modifications.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON OEM PRODUCT SALES AGREEMENT
EXHIBIT C - PRODUCT SPECIFICATIONS
1 INTRODUCTION
1.1 PURPOSE - The purpose of this exhibit is to define the general QA
provisions for Supplier as a Product supplier to Cabletron.
1.2 SCOPE - The scope of this exhibit is to define requirement and control for
- Quality system for production
- First article qualification
- Acceptable quality level
- Inspection and testing standards
- Inspection and testing procedures
- RMA procedures and controls
- Product traceability
- Corrective action system
- Market (end customer) complaint system
2 QA PROVISIONS
2.1 QUALITY SYSTEM FOR PRODUCTION
It is required that all products marketed by Cabletron are manufactured under a
quality system in accordance with the international standard EN ISO 9002 (or EN
ISO 9001).
Supplier must supply a valid certificate to Cabletron QA for documentation of
the above requirement and a statement that all products under this Cabletron
Agreement will be produced at the certified manufacturing facility.
2.2 FIRST ARTICLE QUALIFICATION
Cabletron will perform a 100% qualification of the first production lot shipped
to Cabletron.
The verification will be based on a 100% visual inspection for verification
of workmanship quality and a 100% functional test for verification of the
functional specification. The requirements for visual and functional quality
are specified in the section 2.4 below.
A first article qualification report (FAQ) will be prepared by Cabletron and
the report will be returned to Supplier for indication of the results and, if
required, request for corrective action.
The approval for volume shipment will be granted based on Cabletron QA approval
of the first article lot.
Supplier may be requested for additional regulatory and/or technical
documentation for Cabletron to conclude the FAQ evaluation.
2.3 ACCEPTABLE QUALITY LEVEL
Cabletron shall inspect incoming Products according to the following AQL values
for major/minor errors: 0.25/1.0.
The inspection and testing shall be performed in accordance with MIL-STD 105E,
General Inspection Xxxxx 0, using single sampling plans for Normal, Reduced or
Tightened inspection as applicable. Based on the outcome of the inspection and
test Cabletron shall accept or reject the product lot in question.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
If the lot is rejected under Tightened inspection and based on the rejection
statistics, resulting in a Discontinuation, Cabletron will Discontinue
inspection of the Product and require documented corrective actions initiated
from Supplier in order to resume inspection using Tightened inspection sample
plans.
2.4 INSPECTION AND TESTING STANDARDS
QA inspection performed by Cabletron will be covering both a visual and
functional audit of received product lots.
The visual inspection will be performed in accordance with the following
international industry standards:
- IPC-A-610, "Acceptability of Electronic Assemblies", latest version.
- IPC-A-600, "Acceptability of Printed Boards", latest version.
The products are considered as class 2 products ("Dedicated Service Electronics
products") when using the IPC specifications.
Functional test will be performed with test software and test set-up as used
and specified by either Cabletron or Supplier.
If the test set-up and test software is specified by Cabletron then Supplier
shall provide Cabletron with a detailed test set-up specification and test
software for Cabletron review and acceptance, prior to first shipment of
products.
Cabletron shall, in good faith, review and comment the test set-up and test
software for adequacy and completeness prior to acceptance.
Cabletron reserves the right to perform, or contract a third party to
perform, a source inspection of Supplier's manufacturing facilities upon a
fourteen (14) day notice to Supplier. The inspection will not take place
during the last week of Supplier's financial quarter.
2.5 INSPECTION AND TESTING PROCEDURES
Functional defects identified by Cabletron according to the requirement
standards mentioned above shall be considered as major defects. Visual
defects classified by the IPC standards as "non-conforming defects" shall be
considered as major defects. "Non-conforming process indicators" shall be
considered as minor defects.
If a Product-lot is rejected during inspection, Cabletron must in agreement
with Supplier, select one (1) of the following alternatives for handling of
the rejected lots:
(A): Cabletron returns the entire rejected lot to Supplier at no cost to
Cabletron. Supplier must replace the rejected lot within no more than thirty
(30) days from the date of the rejection notified by letter or telefax.
Furthermore, Supplier will reimburse freight and duty charges as applicable
paid by Cabletron for the transportation of the rejected lot.
(B): Representatives from Supplier must perform 100% inspection and test of
all Products in the rejected lot. The testing will take place at Supplier
premises utilizing, if necessary, Sonoma's test equipment at no expense to
Cabletron Systems. All Products failing this test will be returned at
Supplier's expense to Supplier for fault analysis and corrective actions.
Supplier must replace the rejected Products within no more than thirty (30)
days from the date of rejection.
(C): Representatives from Cabletron will perform 100% inspection and test of
all Products in the rejected lot and will charge Supplier for the screening
time used. All Products failing this test will be returned at Supplier'
expense to Supplier for fault analysis and corrective actions. Supplier must
replace the rejected Products within no more than thirty (30) days from the
date of rejection.
As one of the three alternatives has been completed, the rejected lot shall
undergo a re-inspection. Cabletron, will at his own discretion, determine
whether re-inspection shall include all types or classes of defects or just
the particular types or classes of defects which caused initial rejection.
Re-inspection will be performed using the sample plans used for the
proceeding inspection of the rejected lot.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
2.6 RETURN MATERIAL AUTHORIZATION PROCEDURES
All returned Products shall be controlled under a Return Material
Authorization (RMA) system maintained by Supplier. Cabletron shall obtain an
RMA-number prior to returning any products to Supplier. Supplier shall
provide a complete failure analysis within ten (10) business days.
Cabletron must supply the following RMA information to Supplier
Customer identification
Serial number of the product
Failure information (system setup, failure details, etc.)
Products must be packaged and shipped to Supplier using packing materials
sufficient to prevent either accidental opening of the carton or damage to
the equipment resulting from normal handling during shipment. Cabletron is
responsible for shipping charges to Supplier except as set forth in section
2.5. Supplier will pay shipping costs and bear the risk of loss of sending
such repaired or replacement equipment back to Cabletron.
Upon receiving the RMA products at Supplier, a credit note must be issued to
Cabletron. If it is not possible to repair/rework the RMA products within five
(5) working days, a replacement shipment must be returned to Cabletron without
any cost related to Cabletron.
Supplier must report the test, debug and repair/rework results to Cabletron as
soon as these data have been collected.
2.7 PRODUCT TRACEABILITY - Supplier shall adhere to the product traceability
requirements of Cabletron described below.
Production: Supplier shall establish an internal system to allow traceability
of all units (marked by unique serial number) to specific production lots (or
batches). This will allow Cabletron to trace all units from one (1)
production lot based on one (1) defective unit returned from a customer.
Materials: Supplier shall have established an internal system to allow
traceability from production lots to material lots used in that production lot.
This will allow traceability of specific defective materials reported from a
customer or identified elsewhere.
Shipment: Supplier shall include production lot and serial number documentation
with all shipments to Cabletron. Individual shipments shall be divided by
production lot and thus enable Cabletron to segregate Supplier production lots
warehouse wise. All shipments received at Cabletron will be identified by a
unique Cabletron batch number.
2.8 CORRECTIVE ACTION SYSTEM
Supplier shall have a corrective action system established in order to handle
request from Cabletron in regard to e.g. production quality, test problems, RMA
products or other related quality problems related to the product. The
corrective actions should be taken within the time frames specified below
depending on the severity of the issue.
Severity/Category 1 - 48 hours
Severity/Category 2 - 5 days
Severity/Category 3 - 10 days
Supplier shall allocate adequate resources to handle this task. The names of
the contact persons available to Supplier are listed in Exhibit D of this
Agreement.
2.9 MARKET (CUSTOMER) COMPLAINTS
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
In cases of customer complaints from the market, Cabletron request that
Supplier allocates resources (i.e. a contact person) in order to initiate
root cause analysis and to implement corrective actions, if required, in
consultation and cooperation with Cabletron.
Cabletron will be responsible for all contact with the customer. Cabletron
will be responsible for all corrective actions and related tasks to be
performed in that regard.
2.10 ENGINEERING CHANGE ORDER (ECO) CONTROL
All products will be under strict ECO control by Cabletron Systems.
Supplier must submit all proposed ECOs and Product deviations to Cabletron
for review and approval.
Cabletron will either approve or deny all submitted ECOs in writing within
fourteen (14) days from the date of receipt of all materials associated with
the ECO.
Supplier may not implement any ECO or deviation to the affected Product(s)
unless it receives written approval from Cabletron Systems.
In case of a mandatory ECO to the rebranded Product, it is Supplier's
responsibility to initiate, organize and perform any necessary product call
backs from the field. It is also Supplier's responsibility to perform all
rework necessary on all affected units in stock or called back.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON OEM PRODUCT SALES AGREEMENT
EXHIBIT D - TECHNICAL SUPPORT GUIDELINES
NATURE OF TECHNICAL SUPPORT - During the term of this Agreement, Supplier
will assist Cabletron in the identification and resolution of Product
performance problems and errors. Supplier's technical support shall be Xxxxx
0 Support to Cabletron in connection with its support of its Resellers and
End Users. Level 1 Support and Level 2 Support shall be the sole and
exclusive responsibility of Cabletron and its Resellers. Level 3 Support
shall be provided by Supplier only to engineering personnel designated by
Cabletron who are trained in the technical operation of the Product.
Supplier's support will be provided in accordance with the following
guidelines:
1. TECHNICAL SUPPORT
1.1 AVAILABILITY - Supplier shall provide non-emergency Level 3 Support via
telephone, facsimile and electronic during the hours of 8:00 AM to 8:00
PM EST, Monday through Friday. In addition, Supplier agrees to provide
emergency technical support via telephone, facsimile, or pager access
twenty-four hours (24) per day, seven (7) days per week.
1.2 RESPONSE - Cabletron shall use reasonable efforts to attempt to resolve
End User support requirements for the Products. If Cabletron cannot
successfully resolve an issue within a reasonable period of time,
Supplier's technical support staff will provide assistance. Supplier will
provide an initial response to all Cabletron support requests within two
(2) hours, and Cabletron and Supplier will mutually agree, in good faith,
what additional information or documentation will be required for
resolution of the problem. Supplier will provide a problem report form for
Cabletron's use in reporting problems.
2. ERROR CORRECTION
2.1. ERROR DEFINITIONS - "Error" means a reproducible that causes a Product not
to function substantially in conformance with its specifications. Errors
are classified as follows:
Category 1: End User's network segment or management application is down
or experiencing a consistent, measurable performance impact with no
immediate resolution available.
Category 2: End User is experiencing intermittent failure, performance
degradation, or functionality of network or management applications.
Category 3: Issues that do not affect customer's normal network or
management application operation or questions concerning Product
functionality or usage.
2.2. NON-EMERGENCY TECHNICAL SUPPORT - For End User or Reseller problems not
deemed by Cabletron to be an emergency, Supplier will use its best efforts
to address and resolve the problems as quickly as practicable during
business hours. If a particular problem is not resolved within two (2)
Business Days following the initial call to Supplier, technical support
managers and engineers for each Party, will discuss and work in good faith
to devise and implement a satisfactory resolution. Problems regarded as
non-emergencies include: (i) installation and operation problems, i.e.
routine questions that can be resolved by following documentation; and
(ii) deviations from documentation, omissions and known workarounds, i.e.
problems that cannot be resolved by following the documentation or result
from reasonable misinterpretation of the documentation.
2.3. EMERGENCY TECHNICAL SUPPORT - Supplier acknowledges that Category 1 and
Category 2 Errors should be resolved quickly. During the applicable
Warranty Period, Supplier shall replace any defective Products or correct
Errors promptly following receipt of notice from Cabletron, not to exceed
the following:
- Supplier shall provide an initial response to Errors reported by
Cabletron during business hours within two (2) hours and Cabletron and
Supplier shall promptly agree in good faith to any additional
information and documentation that may be required to permit Supplier
to resolve such errors. The error correction period begins after
Cabletron has enough information to profile the error and can recreate
the error or has access to a facility where the error can be
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
recreated.
- Supplier shall use its best efforts to resolve Category 1 Errors
within two (2) working days of receipt of notice of such Error.
- Supplier shall use its best efforts to resolve Category 2 Errors
within five (5) working days of receipt of notice of such Error.
- Supplier shall use its best efforts to resolve Category 3 Errors
within fifteen (15) working days of receipt of notice of such Error.
The prescribed Error correction periods above may be extended by
agreement of the Parties, e.g., if resolution of problem requires
hardware certification or test, or if resolution represents significant
risk to the primary Product functions.
2.4. SUPPORT REPORTS AND EVALUATION - Supplier shall provide a reporting
mechanism by which Cabletron will regularly receive a detailed list of the
status of all Errors reported and resolved, including a list of
workarounds and bug-fixes. At least once during each calendar quarter,
the Parties shall hold management-level meetings to discuss improvements
in support.
3. TECHNICAL SUPPORT HOTLINE
Cabletron shall make all requests for technical support to the following
hotline telephone or facsimile number, or via the Internet to the address
indicated:
Supplier Technical Hotline contacts as follows:
Telephone No. __________________________
Facsimile No. ___________________________
Electronic Mail: _______________________@_________________________
Designated Senior Support Manager:__________________________________
Supplier may change contact telephone numbers, facsimile numbers, or Internet
addresses on ten days' notice.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
CABLETRON OEM PRODUCT SALES AGREEMENT
EXHIBIT E - SOFTWARE LICENSE TERMS
Cabletron will grant You a non-transferable, nonexclusive license to use the
enclosed software (the "Licensed Software") and the accompanying
documentation (the Licensed Software, the media embodying the Licensed
Software, and the documentation are referred to in this Agreement as the
"Licensed Materials") on one single computer if You agree to the following
terms and conditions:
1. TERM
This Agreement is effective from the date on which You open the package
containing the Licensed Materials. You may terminate the Agreement at any
time by destroying the Licensed Materials, together with all copies,
modifications and merged portions in any form. The Agreement and your license
to use the Licensed Materials will also terminate if You fail to comply with
any term or condition herein.
2. LICENSE
The license granted to You by Cabletron when You open this sealed package
authorizes You to use the Licensed Software on any one, single computer only,
or any replacement for that computer. A separate license, under a separate
Software License Agreement, is required for any other computer on which You
or another individual or employee intend to use the Licensed Software. YOU
MAY NOT USE, COPY, OR MODIFY THE LICENSED MATERIALS IN WHOLE, OR IN PART,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
3. OWNERSHIP
The Licensed Materials are the sole and exclusive property of Cabletron
and/or its software suppliers. By paying the fee required for this license
and by opening this sealed package, You do not become the owner of the
licensed materials, but are entitled to use them according to the terms of
this Agreement.
4. RESTRICTION AGAINST TRANSFER
You may not sublicense, assign, share, sell, rent, lease, or otherwise
transfer your individual right to use the Licensed Materials.
5. RESTRICTION AGAINST COPYING OR MODIFYING LICENSED MATERIALS
The Licensed Materials are proprietary to and copyrighted by Cabletron and/or
its software suppliers.
Except as expressly permitted in this Agreement, You may not copy or
otherwise reproduce the Licensed Materials.
In no event does the limited copying or reproduction permitted under this
Agreement include the right to decompile, disassemble, electronically
transfer, or reverse engineer the Licensed Software, or to translate the
Licensed Software into another computer language.
The media embodying the Licensed Software may be copied by You, in whole or
in part, into printed or machine readable form, in sufficient numbers for use
by You for backup, or archive purposes, or to replace a worn or defective
copy. However, You agree not to have more than two (2) copies of the Licensed
Software in whole or in part, including the original media, in your
possession for said purposes without Cabletron's prior written consent. You
may not copy or reproduce the documentation. You agree to maintain
appropriate records of the location of the original media and all copies of
the Licensed Software, in whole or in part, made by You.
You may modify the machine readable form of the Licensed Software for your
own use, or merge the Licensed Software into other program material to form
an updated work for your own use, but on termination of this Agreement, You
are required to completely remove the Licensed Software from any such updated
work. Any portion of the Licensed Software included in
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
any such updated work shall be used only on a single computer and shall
remain subject to the terms and conditions of this Agreement.
You agree to include any copyright notice set forth on the label of the media
embodying the Licensed Software on any copy of the Licensed Software in any
form, in whole or in part, or on any modification of the Licensed Software or
any updated work containing the Licensed Software or any part thereof.
6. PROTECTION AND SECURITY
You agree not to deliver or otherwise make available the Licensed Materials
or any part thereof, including without limitation the object/ source code of
the Licensed Software, to any party other than Cabletron or its employees,
except for purposes specifically related to your use of the Licensed Software
on a single computer, without the prior written consent of Cabletron. You
agree to use your best efforts and take all reasonable steps to safeguard the
Licensed Materials to ensure that no unauthorized person shall have access
thereto and that no unauthorized copy, publication, disclosure, or
distribution, in whole or in part, in any form shall be made, and You agree
to notify Cabletron of any unauthorized use thereof.
You acknowledge that the Licensed Materials contain valuable confidential
information and trade secrets, and that unauthorized use, copying and/ or
disclosure thereof are harmful to Cabletron and/ or its software suppliers.
You agree that in the event of a breach of this Agreement, Cabletron shall be
entitled to monetary damages and its reasonable attorneys' fees and costs in
enforcing this Agreement, and injunctive relief to restrain such breach.
7. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(For the purposes of this Section 7, Cabletron Systems, Inc. and its software
suppliers and licensors are collectively referred to as "Cabletron".) The
only warranty Cabletron makes to You in connection with this license of the
Licensed Materials is that the media on which the Licensed Software is
recorded will be replaced without charge, if Cabletron in good faith
determines that the media and proof of payment of the license fee are
returned to Cabletron or the dealer from whom it was obtained within ninety
(90) days of the date of payment of the license fee.
Cabletron has tested its software with current virus checking technologies.
However, because no anti- virus system is 100% reliable, we strongly caution
You to write protect and then verify that the Licensed Software, prior to
installing it, is virus-free with an anti-virus system in which You have
confidence.
Cabletron makes no representations or warranties to the effect that the
Licensed Software is virus- free. CABLETRON MAKES NO WARRANTY OR
REPRESENTATION, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE,
AND IT IS LICENSED "AS IS". THE WARRANTY AND REMEDY PROVIDED ABOVE ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY
DISCLAIMED, AND STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR
FIRM ARE VOID. ONLY TO THE EXTENT SUCH EXCLUSION OF IMPLIED WARRANTY(IES) IS
NOT PERMITTED BY LAW, THE DURATION OF ANY IMPLIED WARRANTY(IES) IS LIMITED TO
THE DURATION OF THE WARRANTY SET FORTH ABOVE. YOU ASSUME ALL RISK AS TO THE
QUALITY, FUNCTION, AND PERFORMANCE OF THE LICENSED MATERIALS. IN NO EVENT
WILL CABLETRON OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION,
PRODUCTION, OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR SPECIAL,
DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO ANY PARTY, INCLUDING
LOSS OF DATA OR PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF
CABLETRON OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL CABLETRON OR SUCH OTHER PARTY'S LIABILITY FOR ANY
DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE LICENSE FEE YOU PAID FOR
THE LICENSED MATERIALS.
Some states do not allow limitations on how long an implied warranty lasts
and some states do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitation and exclusion may not apply to
You.
This warranty gives You specific legal rights, and You may also have other
rights which vary from state to state.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
CONFIDENTIAL
8. EXPORT LAW ASSURANCES
You agree and certify that neither the Licensed Materials, nor any other
technical data you received from Cabletron, nor the direct product thereof,
will be exported outside the United States except as authorized and as
permitted by the laws and regulations of the United States. If the Licensed
Materials have been rightfully obtained by You outside of the United States,
You agree that You will not re-export the Licensed Materials nor any other
technical data received from Cabletron, nor the direct product thereof,
except as permitted by the laws and regulations of the United States and the
laws and regulations of the jurisdiction in which You obtained the Licensed
Materials.
9. U.S. GOVERNMENT RESTRICTED RIGHTS
The enclosed product (a) was developed solely at private expense; (b)
contains "restricted computer software" submitted with restricted rights in
accordance with Section 52227-19(a) through (d) of the Commercial Computer
Software-Restricted Rights Clause and its successors, and (c) in all respects
is proprietary data belonging to Cabletron and/or its suppliers.
For Department of Defense units, the product is licensed with "Restricted
Rights" as defined in the DoD Supplement to the Federal Acquisition
Regulations, Section 52.227-7013(c)(1)(ii) and its successors, and use,
duplication, and disclosure by the Government is subject to restrictions as
set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at 252.227.7013.
10. GENERAL
If any provision of this Agreement is determined to be invalid or
unenforceable under any applicable law, it shall be deemed omitted and the
remaining provisions shall continue in full force and effect. Cabletron's
waiver of any right shall not constitute waiver of that right in future. This
Agreement is to be governed by and constructed in accordance with the laws of
the State of New Hampshire. Any notice or other communication to be sent to
Cabletron must be mailed by certified mail to the following address:
CABLETRON SYSTEMS, INC., P. O. Xxx 0000, Xxxxxxxxx, Xxx Xxxxxxxxx 00000-0000,
Attention: Manager, Service Contracts
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter hereof, and all prior agreements,
representations, statements and undertakings, oral or written, are hereby
expressly superseded and canceled. Should You have any questions regarding
this Agreement, You may contact Cabletron at the address set forth above.
Copyright September, 1995 Cabletron Systems, Inc.
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OEM Product Supply Agreement (Rev. Date 10/28/99)
Contract Number 99-OEMB-0622-1040
