CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Aruba / ScanSource Amendment #1 to Distribution Agreement
Exhibit 10.40
CONFIDENTIAL
TREATMENT REQUESTED
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
Aruba / ScanSource
Amendment #1 to Distribution Agreement
This Amendment #1 is made and entered into as of March 17, 2008 by and between Catalyst ScanSource,
Inc. (“ScanSource”) and Aruba Networks, Inc. (“Aruba”), and amends the Value Added Distributor
Agreement dated June 4, 2007 (the “Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have the meaning ascribed to such terms in the Agreement.
RECITALS
A. Aruba and ScanSource desire expand ScanSource’s stock rotation privileges and revise the
terms of the Agreement accordingly.
B. In accordance with Section 8.12 of the Agreement, any change of the Agreement may be
amended only with the written consent of both parties.
The parties agree as follows:
1. | A Section 4.1 of the Agreement is amended and restated as follows (new language in bold): |
4.1 Inventory Adjustment. ScanSource may return overstocked
Products to Supplier for a full credit of the price paid for such
Products, provided that (i) ScanSource submits to Supplier its notice to
return Product (“RMA Request”) within the ten (10) day period following
each calendar quarters (ending March 31st, June
30th, September 30th and December 31st);
(ii) such credit does not to exceed [***] percent ([***]%) of the net
shipments to ScanSource during the calendar quarter immediately preceding
the date of ScanSource’s RMA Request (excluding any shipments that are
not made directly to ScanSource). Shipments of Products being returned
shall be new, unused and in original, sealed cartons. ScanSource may only
return Products which have been received into ScanSource’s inventory
during the previous four (4) fiscal quarters, and otherwise still listed
on Supplier’s Price List. All return shipments must be accompanied by
an inventory aging report showing when the Products were purchased. In
addition, through October 17, 2008 ScanSource may return an additional
ten percent (10%) of the net shipments received by ScanSource during the
calendar quarter immediately preceding the date of ScanSource’s RMA
Request, provided such return is accompanied by an equivalent value order
for Aruba Products. Aruba may extend the October 17, 2008 end date in
its sole discretion. ScanSource may not return product that was
previously reported to Supplier as sold through to an end customer via a
PO or Point of Sale report. Consequently, returned product shall not be
returned from Customer’s inventory. Supplier shall credit ScanSource’s
account in the amount of the Return Credit. ScanSource may apply Return
Credits to any Supplier invoice. ScanSource shall pay for freight
charges under this section.
*** | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
2. | A new Section 5.8(f) is hereby added: |
5.8 (f) Training Commitment. Two (2) individuals from ScanSource’s
Tech support organization will complete all of the Aruba online courses
by April 1, 2008 and two (2) individuals from ScanSource’s tech support
organization will complete ACMP certification training by May 1, 2008.
3. | Section 6.9 is hereby amended in its entirety as follows (new language in bold): |
6.9 ScanSource Reports. ScanSource shall make best efforts
to provide Supplier monthly sales out reports within two (2) days of the
end of each month in the format specified in Exhibit G. Information
provided may include: date sales activity occurred, internal product
number (assigned by ScanSource), any Aruba promotion codes whenever a
rebate is included with the point of sale data, the Customer name,
description, state and zip-code of Customer’s location, unit cost
(ScanSource cost at quantity 1), quantity and extended cost (cost times
quantity). ScanSource will also provide Supplier with weekly sales
forecast and pipeline reports. Supplier agrees that any such information
provided by ScanSource shall be received and held by Supplier in strict
confidence and shall be used solely for sell through or compensation
reporting information, monitoring sales activities and forecasts.
Supplier agrees that it will not use this information to sell directly to
those Customers.
4. | Exhibit G is hereby amended in its entirety as follows (new language in bold): |
Exhibit G
POS Report Format
POS Report Format
reseller enduser name SIC code transaction type partid description Order Quantity
5. | The fourth bullet point (Quarter #4) of Exhibit B (Pay for Performance Model — Quarterly Incentive Program) is hereby deleted. | |
6. | Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, Aruba and ScanSource have each caused this Amendment to be executed by its
duly authorized representative, as of the day and year first above written.
SCANSOURCE, INC. | ARUBA NETWORKS, INC. | |||||
By:
|
/s/ Rich Long | By: | /s/ Xxxxx Xxxx | |||
Print Name:
|
Rich Long | Print Name: | Xxxxx Xxxx | |||
Title:
|
Director of Merchandising | Title: | General Counsel | |||
Date:
|
3/17/2008 | Date: | 3/17/08 | |||