exv10w94



 










Exhibit 10.94




IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




This amendment and its attachments, which are incorporated by reference, (“Amendment # 6”) is
entered into and made effective on September 13, 2005, by and between Brocade Communications and
International Business Machines Corporation, whereby Brocade and IBM (“the Parties”) mutually agree
to the following terms and conditions.



The Parties hereby agree to modify and amend agreement number SOW 4903RL1112 dated December 15,
2003 (“Agreement”) as set forth herein in exchange for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged. All other terms and conditions of the Agreement
shall apply and remain in full force and effect.



Amend Agreement by adding a new Product Unique Attachment #2, which is hereby incorporated by
reference.



PRODUCT UNIQUE ATTACHMENT #2, EFFECTIVE BEGINNING SEPTEMBER 13, 2005




1.0 PRODUCT DESCRIPTION

The Product is a [**]. The Fibre Channel (FC) Switch Module will provide 14
separate internal F ports to service each Blade Center processor slot plus 6 external ports that
support FL_Port, F_Port, and E_Port; self-discovery based on switch type (U_Port) peripherals
running at 1Gbps , 2Gbps or 4Gbps rates. Incorporated with the Fibre Channel Switch Module is
Fabric OS, Web Tools, Zoning and documentation will be available in the following languages:
English.



1.1 Additional Description of Products.




Products must conform to the following specifications (including any subsequent revisions, as
mutually agreed to between the parties), which are hereby incorporated by reference, and sold
exclusively to IBM including providing supporting Services:




	•	 	“Brocade 4Gb Fibre Channel Switch Module for IBM eServer
BladeCenter ”, Product Requirements Document (“PRD”) Version 1.0,
May, 2005, Owner, Patrick Caporale, IBM.
	 
	•	 	IBM/Intel BladeServer Base Specification for Switch Module
Subsystems, Version 1.02, August 25,2003, Owner: Intel /IBM
Collaboration Architecture Review Board, provided to Supplier
under the terms of the Technical Information License Agreement.
(“TILA”} dated August 5, 2003 between the parties.





2.0 DEVELOPMENT REQUIREMENTS




2.1
Product Testing


Product Qualification and Test Plans shall be performed as documented in the PRD and agreed to by
both parties.



2.2
Deliverables

Seller shall, at its cost, use commercially reasonable efforts during the Development Phase to
provide deliverables requested by Buyer in conformance with the development schedule that has been
documented and mutually agreed to by both parties.



2.3
Development


Buyer will
provide WA’s to Supplier for [**] each P0.1 development modules
(SDV) and for [**] each P.1 development modules (SIT) at a price not to
exceed those identified in the table below. P0.1 and P1 development modules will comply with the
PRD specification agreed to in writing by the parties and will incorporate all of the design change
requests mutually agreed to by the parties in writing. No later than [**]
days following Supplier’s delivery of P1 development modules to Buyer, Supplier shall at its sole
expense modify, replace or otherwise upgrade all P0.1 level switches previously provided to be
functionally equivalent to a P1 Product. For the upgrade, Buyer shall pay all freight, duties, and
bare the risk of loss for the shipment of the Products to Supplier for upgrade and Supplier shall
pay all freight, duties, and bare risk of loss for the shipment of the Products back to Buyer. The
parties agree that those software features included in this Product Attachment






			
	 


	 
	[**]	 	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.
	 
	 	 	 






					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 1 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005



will be available for the P0.1 and P1 switches at the currently available level of code and will be
included as part of the prices listed below.




	 	 	 	 	 
	Product	 	Quantity	 	Not to Exceed Expense per Unit(USD)
	P0.1 Level Switches
	 	 	 	 
	(SDV Switches)
	 	[**]	 	[**]
	P1 Level Switches
	 	 	 	 
	(SIT Switches)
	 	[**]	 	[**]






3.0
PROPRIETARY OWNERSHIP


3.1
Buyer Proprietary Ownership.


Buyer will own rights to the following technology contained in the Blade Center Fibre Channel Switch Module:





	•	 	Molex Connector is Buyer proprietary as long as Buyer controls the design of this connector,
and the connector is not publicly available as an off the shelf item
[**]
	 
	•	 	Buyer Mechanicals:




[**] Blade Switch Mechanical Assembly

[**] OEM Generic Switch Module Cover

[**] OEM Generic Switch Module Blade Opening

[**] OEM Generic Switch Module Cover

[**] OEM Generic Switch Module Enclosure Assembly Drawing

[**] OEM Generic Switch Module Shield





	•	 	Buyer’s Cosmetic Customization, which includes Buyer logo, Buyer name and Buyer product names.
	 
	•	 	Buyer’s two unique signals (I2C Bus Reset signal and I2C Interrupt signal) added to the I2C
industry standard protocol, and the contents specified by Buyer for the I2C Register interfaces and
Vital Product Data (VPD) table.






	•	 	Buyer’s Standard BladeCenter and eServer Documentation and CD Contents






	•	 	Common BladeCenter Labeling and Artwork






	•	 	IBM Director SDK Interface Requirements





The I2C signal protocol is an industry standard and not proprietary to Buyer or Supplier. Nothing
in this Agreement should be construed as: (1) prohibiting or restricting either party from
independently developing, having independently developed, acquiring, licensing, marketing, or
distributing products, services, or other materials which compete with products or services offered
by the other party. Each party is free to enter into similar agreements with third parties.



3.2
Seller’s Proprietary Ownership

Seller Proprietary Ownership.


Except for the proprietary information provided by Buyer under the TILA, the items listed in
Section 3.1 above and Buyer patents that read on the implementation, Buyer makes no further claims
of ownership.



4.0 PART NUMBER UNIQUE TERMS




4.1 PRODUCT PRICE LIST AND DESCRIPTION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	hub	 	 	 	 	 	Ship	 	 	 	 	 	 
	Buyer Part	 	Supplier Part	 	locations (if	 	 	 	Unit Price	 	group	 	 	 	**Software	 	Total
	Number	 	Number *	 	required) *	 	Product Description	 	of Product	 	adder	 	Freight	 	Maintenance	 	Price
	 
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module (20
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]









			
	 


	[**]	 	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.
	 
	 	 	 






					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 2 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	hub	 	 	 	 	 	Ship	 	 	 	 	 	 
	Buyer Part	 	Supplier Part	 	locations (if	 	 	 	Unit Price	 	group	 	 	 	**Software	 	Total
	Number	 	Number *	 	required) *	 	Product Description	 	of Product	 	adder	 	Freight	 	Maintenance	 	Price
	 

	 	 	 	 	 	port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group	 	 	 	 	 	 	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(20 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(20 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	CRU, FC Switch Module (20

port)
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(10 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(10 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(10 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	CRU, FC Switch Module (10
port), includes Fabric OS,
Advance Zoning, Web Tools
and ship group
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	10 Port POD (SW4020)
	 	[**]	 	 	 	 	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Fabric Watch
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Performance Bundle
(Performance Monitor and
Trunking)
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	ISL Trunking
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Advance Performance Monitor
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Extended Fabrics
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Fabric Manager v5.x
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Advanced Security Activation
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]









			
	 


	**	 	For purpose of calculating the fees for the annual Software Maintenance Support Program as
described in Section 2.5, the annual Software Maintenance Fee per Unit for each part number where
it is applicable is as follows:






	 	 	 	 	 	 	 
	Buyer Part	 	 	 	 	 	Annual Software Maintenance Fee per
	Number	 	Supplier Part Number	 	Product Description	 	Unit
	[**]

	 	[**]
	 	Option, FC Switch Module
(20 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	[**]
	[**]

	 	[**]
	 	Option, FC Switch Module
(10 port), includes Fabric
OS, Advance Zoning, and
Web Tools
	 	[**]
	[**]

	 	[**]
	 	Fabric Manager v5.x
	 	[**]
	[**]

	 	[**]
	 	Advanced Security Activation
	 	[**]






4.2
PRODUCT UNIT TERMS & REPAIR PRICING —




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Hub	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Warehouse	 	 	 	Lead	 	Warranty	 	Repair Price	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Location	 	Description	 	Time	 	Period	 	(USD)*	 	TAT	 	Yield
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module
(20 port), includes Fabric
OS, Advance Zoning, Web
Tools and ship group
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module

(20 port)
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module

(20 port)
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	CRU, FC Switch Module (20

port)
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module

(10 port)
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]









			
	 


	[**]	 	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.
	 
	 	 	 






					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 3 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Hub	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Warehouse	 	 	 	Lead	 	Warranty	 	Repair Price	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Location	 	Description	 	Time	 	Period	 	(USD)*	 	TAT	 	Yield
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module

(10 port)
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	Option, FC Switch Module

(10 port)
	 	 	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	CRU, FC Switch Module (20

port)
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	10 Port POD (SW4020)
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Fabric Watch
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Performance Bundle
(Performance Monitor and
Trunking)
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	ISL Trunking
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Advance Performance Monitor
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Extended Fabrics
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Fabric Manager v5.x
	 	 	 	[**]
	 	[**]	 	 	 	 
	[**]

	 	[**]
	 	[**]
	 	Advanced Security Activation
	 	 	 	[**]
	 	[**]	 	 	 	 






 




* Repair Price applies only to Products sent to Supplier for Repair, which are not covered by
the warranties in the Agreement.



5.0 WA FLEXIBILITY




	 	 	 	 	 	 	 
	 	 	Increase of Product Quantity to a WA	 	Cancellation of Product Quantity to a WA	 	Rescheduling of Product Quantity to a WA
	Number of Days prior to a WA	 	Scheduled Delivery Date	 	Scheduled Delivery Date	 	Scheduled Delivery Date
	Scheduled Delivery Date	 	(% of WA Quantity)	 	(% of WA Quantity)	 	(% of WA Quantity)
	[**]

	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]	 	 






While the above flexibility terms also apply to Pull Products, in the event the relevant Pull
Profile has more favorable terms, then such more favorable terms shall take precedence.



6.0 RESERVED




7.0 SUPPLY OF PRODUCTS




In the event that materials or capacity is in such short supply, Supplier will notify Buyer
immediately upon knowledge of such supply deficiencies. If Supplier is unable to fill Buyer’s WAs
in full (“Scarce Resources”), at a minimum Brocade agrees to allocate Scarce Resources to Buyer and
to utilize any materials in short supply to manufacture Supplier Products under Supplier’s
then-current standard allocation formula, which as of the Effective Date, is as follows:


(a) [**];

(b) [**];

(c) [**].




In addition, Supplier will provide in writing to Buyer a supply strategy along with timeline to
correct such Scarce Resources within [**] after such notification
to Buyer.



8.0 COMMUNICATIONS




All communications between parties will be carried out through the following designated
coordinators. All notices required in writing under this Agreement will be made to the appropriate
contact listed below at the following addresses and will be effective upon actual receipt. Notices
may be transmitted electronically, by registered or certified mail, or courier. All notices, with
the exception of legal notices, may also be provided by facsimile.






			
	 


	[**]	 	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.
	 
	 	 	 






					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 4 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




8.1 Business Coordinators.




	 	 	 	 	 	 	 
	SUPPLIER

	 	 	 	BUYER	 	 
	 
	Name

	 	Daniel Cohen
	 	Name
	 	Daniel Wesolowski
	Title

	 	Business Development Executive
	 	Title
	 	Global Commodity
Manager,
Communications &
Networking Products
	Address

	 	1745 Technology Drive

San Jose, CA
	 	Address
	 	3039 Cornwallis Road

Raleigh, NC 27709-2195
	Phone

	 	540-554-4250
	 	Phone
	 	919-543-6822
	Fax

	 	540-554-4809
	 	Fax
	 	919-254-9751
	E-mail

	 	dcohen@brocade.com
	 	E-mail
	 	dwesolow@us.ibm.com






8.2 Technical Coordinators.




	 	 	 	 	 	 	 
	SUPPLIER

	 	 	 	BUYER	 	 
	 
	Name

	 	Mark Leidstrand
	 	Name
	 	Cedric Cook
	Title

	 	Program Manager
	 	Title
	 	BladeCenter Fibre Channel Technical Manager
	Address

	 	1745 Technology Drive

San Jose, CA
	 	Address
	 	3039 Cornwallis Rd

RTP, NC 27709
	Phone

	 	408-333-1753
	 	Phone
	 	919-254-4904
	Fax

	 	 	 	Fax
	 	919-543-0391
	E-mail

	 	mleidstrand@brocade.com
	 	E-mail
	 	cookced@us.ibm.com






All legal notices will be sent to the following addresses and will be deemed received (a) two (2)
days after mailing if sent by certified mail, return receipt requested or (b) on the date
confirmation is received if sent by facsimile transmittal, to the party set forth below.



	 	 	 	 	 	 	 
	SUPPLIER

	 	 	 	BUYER	 	 
	 
	Name

	 	John Shinn
	 	Name
	 	Daniel Wesolowski
	Title

	 	General Counsel, Legal Department
	 	Title
	 	Global Commodity Manager
	Address

	 	1745 Technology Drive

San Jose, CA 95110
	 	Address
	 	3039 Cornwallis Road Raleigh, NC

27709-2195
	Phone

	 	408-333-6002
	 	Phone
	 	919-543-6822
	Fax

	 	408-333-5630
	 	Fax (Fax notice
shall be valid only
when verbal
confirmation of
receipt is
obtained.)
	 	
919-254-9751
	E-mail

	 	jshinn@brocade.com
	 	E-mail
	 	dwesolow@us.ibm.com
	 
	 	 	 	 	 	 





					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 5 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




MONTHLY WARRANTY ANALYSIS REPORT




Supplier Name: ____________________________




Month: ___________________________________




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Actual	 	Explanation	 	 
	Buyer P/N	 	Description	 	Barcode	 	Symptoms	 	Finding	 	Code	 	Root Cause Analysis Action Taken to Fix
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	SUMMARY REPORT
	 	 
	 
	 	 
	Total Units Repaired in Current Month o
	 	 
	 
	 	 
	Total Warranty Claims Received
	 	 
	 
	 	 
	Actual Warranty Accepted
	 	 
	 
	 	 
	Warranty %
	 	 
	 
	 	 
	High Flyers (more than ___%)

	 	High Flyers Require a Corrective Action Plan and Date of Implementation.






	 	 	 
	EXPLANATION	 	 
	CODE	 	DESCRIPTION
	Code 03

	 	Warranty Expired
	 
	 	 
	Code 04

	 	Missort
	 
	 	 
	Code 07

	 	Cannibalized or Missing Parts
	 
	 	 
	Code 08

	 	Warranty Product Received
	 
	 	 
	Code 09

	 	Physical Damage
	 
	 	 
	Code 10

	 	No Defect Found
	 
	 	 
	Code 11

	 	Other
	 
	 	 





					
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 6 of 14
	 	Form Release: 8/98

Revision: 05/02      







 









 







IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




ATTACHMENT 2



SUPPLIER QUALITY ATTACHMENT




This Supplier Quality Attachment (“SQA”) adopts and incorporates by reference the terms and
conditions of SOW # (“SOW”) and Goods Agreement # ROC-P-68 (“Agreement”) between Buyer and
Supplier.



1.0 INCORPORATION OF SQA DOCUMENTS




The SQA consists of this document, and applicable product specification documents and
specifications as referenced in Section 2.0 of SOW# 4903RL1112 and Section 1.0 of Attachment 1,
SOW# 4903RL1112, which were in effect upon execution of this SQA.



2.0 QUALITY REQUIREMENTS




The requirements of this SQA shall constitute Supplier’s quality program which must be implemented
and maintained during the term of the SOW.



Supplier will set forth the yearly quality and reliability performance commitments for the current
year and through the remainder of the initial term of the SOW in a product quality report (“PQR”).
The PQR shall include the mutually agreed product monitoring plan to be used to validate the
effectiveness of process control limits and the Product meets the quality and reliability defined
in such PQR. It is Buyer’s expectation that Supplier will use e-business platforms (Web based
applications) for ongoing real time quality management, including but not limited to information
associated with Supplier Quality Management Systems (“SQMS”) and Product Change Notification
(“PCN”), etc. or as specified in the PQR.



3.0 ISO REQUIREMENTS




For ISO compliance, Supplier’s contracted manufacturer is ISO 9001* compliant (“Compliant”).





 




			
	*	 	Note: ISO 9001 & 9004 have been developed as a consistent pair of quality management system
standards. ISO 9001 is considered the standard by which the Supplier is expected to be compliant
with; it is understood ISO 9004 provides a wider range of guidelines of objectives than ISO 9001,
particularly for the continuous improvement of an organization’s overall performance and
efficiency. ISO 9004 is recommended as a guide to assist those suppliers who wish to move beyond
the basic requirements of ISO 9001.





4.0 AUDITS




On a periodic basis, upon reasonable prior written notice, the Buyer or Buyer’s quality
representative shall conduct audits/visits at the Supplier’s and Supplier’s contract manufacturer’s
manufacturing locations. The Supplier shall, at Buyer’s request, permit access to the auditors to
manufacturing operations and/or inspection of Products for Buyer, including access to the contract
manufacturer’s facilities. Any such audit is subject to the contract manufacturers security
requirements and shall not allow access to contract manufacturer’s proprietary or confidential
information. Periodic audits shall include process control, quality inspection test data, internal
audit reports, and other information solely related to Products to verify compliance to the terms
of this SQA. Under normal circumstances, Supplier shall be given at least a two weeks advance
written notice by Buyer’s representatives of their intent to visit. Buyer’s inspection of Product
at the Supplier or contract manufacturer shall not relieve the Supplier’s responsibility to
furnish Product compliant with the applicable written specifications as set forth in the SOW. Any
Confidential Information exchanged in connection with the audit shall be handled in accordance with
Section 14.6 of the Goods Agreement (ROC-P-68, dated April 15, 1999).



5.0 DOCUMENT CONTROL




Supplier shall use commercially reasonable efforts to ensure that all documents such as
software/firmware, engineering drawings, specifications, contracts, policies, procedures,
manufacturing process flow chart, and work instructions (including test procedures) to be under
revision control and available to all necessary Supplier personnel in Supplier’s manufacturing
environment. Supplier shall have a system for the effective updating/removal of any obsolete
documentation from all manufacturing areas.



6.0 RECORDS




Supplier shall establish and maintain procedures for identification, collection, indexing, filing,
storage, maintenance, and disposition of all quality records including, but not limited to:
Statistical Process Control (“SPC”) data. This includes raw data or control charts, Cp and Cpk for
critical/identified process parameters, and all records which provide evidence of sub-tier supplier
activity, such as source inspections and First Article inspections, and records of all inspection
and test activity to provide objective evidence that Products have passed acceptance criteria.
Records shall be maintained for the life of the SOW



					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 7 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




plus the entire warranty period, as set forth in the SOW. All records shall be maintained in a
central location and shall upon request be made available to Buyer’s quality representative for
review only. All such documents shall be deemed to be the Confidential Information of Supplier.



7.0 CONTINUOUS IMPROVEMENT PROCESS




Supplier shall develop and implement a continuous improvement process that will provide for a
cost-effective reduction in process-related excursions. The program, at a minimum, shall include:
the supplier management strategy; manufacturing process controls (i.e., Maverick Product
Elimination); a documented, systematic approach for identifying focus areas for continuous
improvement for the current year, through the end of the term of the SOW, or for three years from
the start of the SOW, whichever is shorter; and Early Failure Rate, Intrinsic Failure Rate, Shipped
Product Quality Level and Failure Rate commitment and reduction plans to achieve Buyer goals.
Supplier shall provide, at Buyer’s request, status of the continuous improvement process and
results.



8.0 QUALITY PROBLEM NOTIFICATION TO BUYER




Supplier must notify Buyer of any quality or reliability problem which may affect Products, that
have been identified by Supplier’s internal testing (i.e., process control data, internal test
data, burn-in data, etc.), by contract manufacturers which produce Products on behalf of Supplier,
or by another customer (see ISO 9001). In case of problems, Supplier shall provide Buyer with the
requested traceability data (p/n, lot number, date code, volumes, ship to locations, etc.) within
[**]. The notification should include an immediate containment plan and a
schedule for definition and implementation of permanent corrective actions.
[**].



9.0 PRODUCT RE-QUALIFICATION COSTS




Following Buyer qualification of the Product, Buyer reserves the right to re-qualify any product if
the Supplier changes the manufacturing process or product (form, fit or function), or; raw
materials or specifications which may affect performance, function, quality or reliability.
Supplier shall bear the reasonable costs of any re-qualifications required for changes made without
Buyer’s approval in accordance with Section 6.0 of the SOW.



10. PART HISTORY




Supplier shall maintain a history file for each Product part number manufactured that tracks:
materials and/or design changes controlled by the supplier; design changes controlled by Buyer
(engineering changes, etc.), and; and purchased part manufacturer source changes.



11. PART QUALITY




Unless otherwise specifically agreed upon within the SOW, Supplier shall be responsible for the
quality levels of each of Supplier’s components that comprise the Product or final assembly, except
with respect to GBICs or SFPs, if any. If applicable, Supplier agrees to make available to Buyer
third party warranties for GBICs or SFPs, to the extent Supplier is permitted to pass through such
warranties to Buyer.



12. CORRECTIVE ACTION PROCESS




Following a lot rejection by Buyer under Section 6.0 of the Goods Agreement, or a quality problem
notification under Section 8 of this SQA, Supplier shall implement a corrective action process
which shall provide documentation to identify the following: a) Specific defect description and
failure mechanism; b) Containment of affected Product; c) Technical investigation/root cause
analysis; d) Corrective action plan and preventive actions to preclude a recurrence, and; e)
Verification of effectiveness of actions. With the exception of safety defects which Supplier
shall provide a complete failure analysis not to exceed [**]from
notification, failure analysis response times from Supplier will be within
[**] of Buyer’s lot rejection or the quality problem notification for
preliminary analysis and [**] for detailed analysis. The corrective action
process shall include a checkpoint to determine if additional Products are exposed and the
corrective action process and documentation specified within this Section.



13. EXCEPTION APPROVAL PROCESS




Supplier shall not knowingly ship nonconforming Product to Buyer without written approval from
Buyer’s quality representative. In certain cases, Buyer’s quality representative may approve
shipment of suspected nonconforming Product if an evaluation plan pre-approved by the quality
representative is executed with results acceptable to the representative.





 




			
	(**)
Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested has been requested with
respect to the omitted portions.






					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 8 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




14. REVIEW AND DISPOSITION OF NONCONFORMING PRODUCTS




If Supplier intends to ship nonconforming Product to Buyer, then Supplier shall implement a
Material Review Board (“MRB”) to review and determine the disposition of nonconforming materials.
At a minimum, the MRB shall consist of representatives from Manufacturing, Engineering and Quality
Engineering. The Supplier’s process shall include the following dispositions: a) Rework — Product
reworked to meet specified requirements; b) Use As Is — No actions taken on Product, Product does
not meet specified requirements but is functional; c) Repaired — Product has been reworked to be
functional but does not meet specified requirements; d) Scrap — Product not useable and does not
meet specified requirements, or; e) Screen — Additional product test/inspection to meet
specification. Any plans to rework or repair nonconforming materials shall be subject to final
approval by Buyer’s quality representative, such approval not to be unreasonably withheld. Any
plans to use as-is must be pre-approved by Buyer’s quality representative. All MRB records shall be
maintained by Supplier and upon request, made available to Buyer for review. All MRB records shall
be deemed the Confidential Information of Supplier.



15. PRODUCT IDENTIFICATION AND LOT TRACEABILITY




Supplier shall establish and maintain procedures and processes for the identification and lot
traceability of critical components during all stages of production, delivery, and installation per
applicable ISO standards. Identification must be traceable through to the finished Product by serial numbers or equivalent methods. Both forward and
backward traceability shall be available. Response time for traceability requests shall not exceed
[**].



16. QUALITY REPORTING




Monthly executive summary reports in a format mutually agreed upon format shall be forwarded to
Buyer at a mutually agreeable time or as specified in specific PQRs. Continuous quality reporting
real time will be via SQMS or as specified in specific PQRs.



17. SUPPLIER QUALITY & RELIABILITY (“SQR”) REVIEW MEETINGS




Buyer requires regular Supplier quality/reliability meetings determined by a mutually agreeable
schedule, to increase visibility into product and field performance. The intent is to conduct
timely meetings in preparation for future business reviews/contractual negotiations. The agenda for
the meeting shall be as set forth in exhibit 1 unless otherwise mutually agreed by the parties.



18. APPLICABLE PRODUCT SPECIFICATIONS & TESTS





	 	a.	 	ISO 2859-1 (Sampling Procedures for Inspection by Attributes)
	 
	 	b.	 	ISO 3951 (Sampling Procedures for Inspection by Variables)







 




			
	[**] 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.






					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 9 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




SUPPLIER QUALITY ATTACHMENT (Cont.)




Exhibit 1. Quality Review Meeting Agenda




The following typical meeting agenda has been formulated to address all the pertinent
quality/reliability topics.



a) Supplier facility and subcontractor locations where BUYER product is fabricated, assembled and tested

Physical addresses and line id’s

Review Group A, B, C test results




b) Average Outgoing Quality (AOQ) fallout for SUPPLIER and total customer database

Defect and root cause analysis

Pareto distribution of fails

Corrective action and data verification

Point of origin and incidence contributions associated with internal, assembly and final test
operations.




c) Field Return data for BUYER and total customer database

EFR/IFR estimates

Defect and root cause analysis

Pareto distribution of fails and associated POH distribution for Buyer and total customer database

Failure mechanism driven corrective actions




d) In-Process monitoring data

Defect monitoring, elimination and analysis results

Modeling techniques — Experimental, Analytical Analysis

SPC parameter and control limits — data review

Maverick Product Elimination occurrences (if applicable) and related data

Yield cut limit compliance




e) Internal Audit Results

Last internal audit findings and corrective action of one manufacturing location & future
audit plans




f) PCN activity since last BUYER meeting

Product, process, materials or specifications affecting form, fit or function

Traceability history for date code inception




g) Continuous Improvement Program for entire fab, assembly, test and field performance

AOQ and Failure Rate Improvement targets for next 3 years




h) Specification Compliance/Commitment to “ BUYER Specifications”

Any deviations/exceptions? If so, provide details and traceability information.




i) Joint discussion followed by a summary wrap-up and activities




					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 10 of 14
	 	Form Release: 8/98

Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005



ATTACHMENT 3 

[**]




The [**] questionnaire may be used to cover one complete
[**], even if that [**]includes multiple modules.
Write “not applicable” or “N/A” if a question is not relevant to the furnished software material.




	 	•	 	The following [**] applies to all
[**]described in this Statement of Work.
	 
	 	•	 	 






	1)	 	[**]:






	 	a)	 	[**]:
	 
	 	b)	 	[**]?
	 
	 	c)	 	:






	2)	 	[**]?






	 	•	 	[**].
	 
	 	•	 	[**].
	 
	 	•	 	[**]?
	 
	 	•	 	[**].






Although the answers above are correct to the best of our knowledge, they are provided for
informational purposes only. Any warranties on the software and associated hardware products
shall be as provided in the Goods Agreement between Supplier and Buyer. Accordingly,
provision by Supplier of the information in this document shall create no additional
warranties of any kind beyond those in the Goods Agreement, and Supplier shall have no
liability, unless otherwise expressly provided in the Goods Agreement, related to the
provision of this information.



	 	 	 	 	 
	Authorized Signature:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	Date:
	 	 	 	 
	 

	 	 	 	 







 




			
	[**] 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.






					
	 	 	 	 	 
	Form Title: Agreement Title
	 	Page 11 of 14
	 	Form Release: 8/98
	Form Owner: Global Procurement
	 	 	 	Revision: 05/02      






 









 







IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005







Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose CA 95110

408-487-8000




[**]

AFFIDAVIT OF MANUFACTURER




I declare that the following products are manufactured by Brocade Communications Systems, Inc. or a
sub-contractor of Brocade, at one the following locations:



	 	 	 	 	 
	Solectron Corp.

	 	Solectron Corp.
	 	Solectron Corp.
	1000 Technology Drive

	 	260 South Milpitas Blvd.
	 	3803 Cherry St.
	West Columbia SC 29170

	 	Milpitas CA 95035
	 	Newark CA 94560
	USA

	 	USA
	 	USA






	 	 	 
	Hon Hai Precision/Foxconn-NSG Tech.

	 	Hon Hai Industries-Foxconn
	1705 Junction Ct. #205

	 	8801 Fallbrook Drive
	San Jose CA 95112

	 	Houston, TX 77064
	USA

	 	Long






Hon Hai Industries- Foxconn

No. 2, 2nd Donghuan Road

10th You Song Industrial District

Long Hua Town, Baoan, Shenzhen, Gua, China




Products:



	 	 	 
	 
	 

(signature)

	 	 
	 
	 	 
	 
	 

(printed name)

	 	 
	 
	 	 
	 
	 

(title)

	 	 
	 
	 	 
	 
	 

(date)

	 	 








 




			
	[**] 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.






					
	 	 	 	 	 
	Form Title: Agreement Title
	 	Page 12 of 14
	 	Form Release: 8/98
	Form Owner: Global Procurement
	 	 	 	Revision: 05/02      






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




ATTACHMENT 5 — FULFILLMENT




1.0 Product Hubbing/Consignment




1.1 Hub Arrangement The parties hereby agree that “Hub Product” is defined as any Supplier Product
for which a portion of sales of such Product are subject to a hubbing arrangement. The following
terms and conditions will apply to any Hub Product(s) for which an agreement has been executed
between and among Supplier, Buyer, and/or a third party (“Hub Provider”) to allow such Hub Product
to be shipped to and held in a third party’s warehouse (or warehouses) (“Hub(s)”). The parties
agree that, as of the Effective Date of Amendment Number 1 to the Agreement, the Brocade SAN Switch
Module for IBM BladeCenter will be a Hub Product.



Hubs will be established with IBM’s third party fulfillment partner [**].
The parties reserve the right to discuss the addition of a Hub in other location(s), subject to the
mutual written agreement of the parties.



The parties will mutually agree to any cost adders associated with the hubbing arrangement, such as
freight cost to hub destinations and warehousing fees prior to any performance, which Supplier may
include in the Product price and update in SOW3 PUA Section 4.1 Product Price List and Description,
and for other products will be added to the applicable price list. The parties agree to
periodically review a breakdown of such cost adders to determine if changes in the logistics will
change this cost.



1.2 Hub Stocking On a [**] Buyer, or Hub Provider, will provide a
[**] rolling forecast to Supplier showing the demand for the Hub Products
to be sent to the Hub(s), such quantities shall be identified by the specific geographic locations
of the Hubs (“Hub Forecast”). Supplier agrees to ship quantities of such Product to the Hubs
sufficient to meet at least [**] of demand, and at most
[**] of demand, both of which are based on the [**]
period forecast (“Minimum Stock Level”). Should Buyer pull more than the Hub Forecast amount,
Supplier will have [**] to restock the Hub to the Minimum Stock Level. The
Minimum Stock Level will include the balance of the material physically in the hub location
available for immediate sale (“On-Hand Balance”) plus the material en route to the hub location
scheduled for arrival within the transit lead time for that hub (”In-Transit Balance”). Supplier
may reduce Hub inventory to [**] only when there is
[**] reflected in [**] of the Hub Forecast for the
[**] period.



1.3 Ship Performance Supplier’s goal will be to satisfy a [**] product
availability rate at each Hub location. Product Availability is defined as Hub Products being
available for pull by Hub Provider at the time a valid pull notification is received. At the
beginning of [**], Buyer and Supplier may discuss the above Product
Availability rate goal. Should the parties agree that the Product Availability rate goal was not
achieved, Supplier will immediately acknowledge the deficiency. Within
[**] of such acknowledgement, Supplier will begin the Corrective/Preventive
Action Process to determine the root cause, and will develop an appropriate corrective action. Hub
Product pull requests in excess of Hub Forecast will not be used in the calculation of the product
availability rate, nor in the determination of root cause. In addition, should Supplier experience
an allocation situation, the allocation provisions of SOW3 PUA Section 7.0 “Supply of Products”
shall apply.



1.4 Shipping Supplier will be responsible for shipping charges of the Hub Product from Supplier’s
point of origin to the Hub. Pursuant to Section 1.0 of this Amendment, these costs may be included
in the Product price. All shipments from the Hub will be EXW the Hub, and Buyer is responsible for
all shipping charges thereafter. Buyer will act as the importer of record for all Hub Product
shipped from the Hub and will be responsible for associated customs, duty, and Value Add Tax (VAT)
administration. Title to and risk of loss of the Hub Product will pass to Buyer upon physical
removal of such Hub Product from Brocade’s designated area within the applicable Hub.



1.5 Product Discontinuance for Products Held in Hub. Discontinuance of any Hub Product shall be in
accordance with the terms set forth in the SOW. The parties agree to work together to minimize the
liability of each party upon end-of-life notice of a Hub Product.





 




			
	[**] 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.






					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 13 of 14
	 	Form Release:8/98

Revision: 05/02     






 









 






IBM Corporation/ Brocade Communications Corporation

Amendment # 6 to SOW 4903RL1112

Date: September 13, 2005




2.0 CTO Fulfillment Processes The Parties agree to negotiate in good faith any changes to these
terms and conditions that may be required to support Buyer’s CTO (Configure to Order) process.
Any such changes will to be added by amendment to SOW3.



This Amendment 6 may be signed by each Party’s respective duly authorized representative in one or
more counterparts, each of which shall be deemed to be an original and all of which when taken
together shall constitute one single agreement between the Parties. Any signed copy of this
Amendment 6 made by reliable means (e.g. photocopy or facsimile) shall be considered an original.



The Parties hereto have caused this Amendment 6 to be signed by their respective duly authorized
representatives.



	 	 	 	 	 
	ACCEPTED AND AGREED TO:

	 	ACCEPTED AND AGREED TO:
	 	 
	 
	 	 	 	 
	INTERNATIONAL BUSINESS

MACHINES CORPORATION

	 	BROCADE COMMUNICATIONS
SYSTEMS, INC.	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Authorized Signature

	 	Authorized Signature	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Date

	 	Date	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Printed Name

	 	Printed Name	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Title

	 	Title	 	 






					
	 	 	 	 	 
	Form Title: Agreement Title

Form Owner: Global Procurement
	 	Page 14 of 14
	 	Form Release:8/98

Revision: 05/02