SHARED SERVICES AGREEMENT (Dell to Spyglass and Spyglass to Dell)Shared Services Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
• Pricing: $1,432,000 annually for standard Integrated Global HR Services set forth in this Schedule C. If total Spyglass headcount exceeds 2,400, the parties will renegotiate pricing for Integrated Global HR Services upon request from Dell. The cost for additional or custom services will be negotiated by the parties.
RESELLER AGREEMENTReseller Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
This RESELLER AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”) is signed on or about July 20, 2015, to be effective as of 1:00 AM Central Daylight Time on August 1, 2015 (the “Effective Date”), by and between SecureWorks, Inc., for itself and its Subsidiaries (“Spyglass”), and Dell Inc., for itself and its Subsidiaries other than Spyglass and its Subsidiaries (“Dell” or “Reseller”). Reseller and Spyglass are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” “Subsidiary” means, with respect to any party (the “parent”), (a) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as (b) any other corporation, limited liability company, partnership, association or other enti
TAX MATTERS AGREEMENTTax Matters Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated on or about July 20, 2015, and effective as of the Effective Date, is by and among SecureWorks Holding Corporation, for itself and its Subsidiaries (“Spyglass”), and Denali Holding Inc., for itself and its Subsidiaries other than Spyglass (“Dell”) (each a “Party” and collectively, the “Parties”).
Dell Letterhead]Letter Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software
This letter agreement (“Agreement”) relates to, among other things, that certain (i) Security Services Customer Master Services Agreement, dated July 7 2015 (the “MSA”), by and between Dell USA L.P., on behalf of itself, Dell Inc., Dell Inc.’s direct and indirect Subsidiaries (“Dell”), and SecureWorks, Inc., for itself and its Subsidiaries (“Spyglass”); and (ii) Reseller Agreement, effective as of August 1, 2015 (the “Reseller Agreement”), by and between Dell and Spyglass. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the MSA or Reseller Agreement, as applicable.
PATENT LICENSE AGREEMENTPatent License Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
THIS PATENT LICENSE AGREEMENT (this “Agreement”), dated on or about July 20, 2015, and effective as of the Effective Date, is by and between Dell Inc., for itself and its Subsidiaries (“Dell”), and SecureWorks Holding Corporation, for itself and its Subsidiaries (“Spyglass”) (each a “Party” and collectively, the “Parties”).
Security Services Customer Master Services AgreementMaster Services Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
THIS SECURITY SERVICES CUSTOMER MASTER SERVICES AGREEMENT (“MSA”) is entered into by SecureWorks, Inc. (“Spyglass”) and Dell USA L.P., on behalf of itself, Dell Inc., and Dell Inc.’s direct and indirect Subsidiaries (collectively, “Customer” or “Dell”), as of the Effective Date (as defined by the latest date in the signature blocks below). “Subsidiary” means, with respect to any party (the “parent”), (a) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as (b) any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fi
EMPLOYEE MATTERS AGREEMENT Between DENALI HOLDING INC., DELL INC. and SECUREWORKS HOLDING CORPORATION Signed on or about July 20, 2015 Effective August 1, 2015 at 1:00 AM Central Daylight TimeEmployee Matters Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), on or about July 20, 2015 (the “Signing Date”), by and among Denali Holding Inc., for itself and its Subsidiaries other than Dell and SecureWorks, Dell Inc., for itself and its Subsidiaries (“Dell”) and SecureWorks Holding Corporation, for itself and its Subsidiaries (“SecureWorks”) (each a “Party” and collectively, the “Parties”).
INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENTIntellectual Property Contribution Agreement • July 28th, 2015 • SecureWorks Holding Corp • Services-prepackaged software • Texas
MASTER COMMERCIAL CUSTOMER AGREEMENT betweenSecureWorks Holding Corp • July 28th, 2015 • Services-prepackaged software • Texas
THIS MASTER COMMERCIAL CUSTOMER AGREEMENT (“MCCA”) is executed by Customer and Dell on or about July 20, 2015, to be effective as of 1:00 AM Central Daylight Time on August 1, 2015 (the “Effective Date”). This MCCA together with any executed Schedules hereto govern the relationship between Customer and Dell with regard to the purchase and sale of Solutions.
