exv10w13



 





Exhibit
10.13

***INDICATES
THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE SEC.

OUTSOURCING
AGREEMENT


     This
Outsourcing Agreement (the “Agreement”), dated as of January 31, 2006 (the
“Effective Date”), is between Sourcefire, Inc. (“Sourcefire”), a Delaware corporation, with offices
at 9770 Patuxent Woods Drive, Columbia, Maryland 21046, and Intelligent Decisions, Inc. (“ID” or
“Manufacturer”), a Virginia corporation, with offices at 21445 Beaumeade Circle, Ashburn, Va.
21047. Sourcefire and ID may be referred to individually as a “Party” and together as the
“Parties.”



RECITALS




     WHEREAS, Sourcefire designs, develops, manufactures and sells certain network security
products, software and services;



     WHEREAS
ID is a custom manufacturer of certain network servers and appliances and a provider
of certain value added services and support;



     WHEREAS, Sourcefire desires to enter into an outsourcing agreement through which ID will
configure and deliver certain hardware and software to Sourcefire’s customers on behalf of
Sourcefire and ID will customize and integrate Sourcefire’s specifications onto such hardware and
software products.



1. DEFINITIONS




     1.1
“Acceptance Period” has the meaning given such term in Section 3.3(b).



     1.2 “Bill of Materials” means a complete and detailed list of all components, materials, and


other Items including, but not limited to, chasses, motherboards, processors, disk drives,
power supplies, cables and mounting brackets that are necessary to manufacture a Finished Product.



     1.3 “Configuration Services” means the configuration of either the Sourcefire Supplied Hardware or, as the case may be, the ID Custom Manufactured Hardware, including, without
limitation, the installation of the Sourcefire Technology and/or the Third Party Technology, each in
pursuant to the Sourcefire Specifications.



     1.4 “Customer” means a third party who is contract directly or indirectly with Sourcefire to purchase the Products.



     1.5 “Order Form” means a mutually executed form used by Sourcefire to order Finished Products.



     1.6 “Finished Products” means either the Sourcefire Supplied Hardware or the ID Custom
Manufactured Hardware that has undergone the Configuration Services.



     1.7 “ID Custom Manufactured Hardware” means the physical components necessary to assemble a Finished Product, which components are procured and assembled by ID.



     1.8 “Sourcefire Supplied Hardware” means the physical components necessary to assemble a Finished Product, which components are purchased by Sourcefire from a third
party and delivered to ID under this Agreement to undergo the Configuration Services.



     1.9 “Sourcefire Technology” means the Sourcefire’s proprietary network security software.



     1.10 “Technology” means the Sourcefire Technology and the Third Party Technology.



     1.11
“Third Party Technology” means any third party software programs or tools, including any open source programming, with which the Sourcefire Technology interacts when such
Sourcefire Technology is used in accordance with Sourcefire’s documentation.



 









 





2. FINISHED PRODUCTS




     2.1 During the Term of this Agreement, Sourcefire may request, and ID hereby agrees to (i)
perform certain Configuration Services, (ii) produce certain Finished Products (iii) and
deliver such Finished Products to the Customers, in accordance with the terms and specifications set forth
in an applicable Product Addendum. Each Product Addendum shall also include:




     (a) a Bill of Materials;




     (b) a mutually agreed upon description of the applicable. Technology that is
required;




     (c) Specifications;




     (d) prices and pricing terms for the Configuration Services and/or the Finished
Product;




     (e) any other terms and conditions related to the Finished Products that the parties
may deem appropriate.



     2.2 Delivery of Technology. Upon the parties’ execution of an Order Form, or as soon
thereafter as is reasonably possible, Sourcefire will provide ID with all the Technology
necessary to perform its services hereunder.



     2.3 Project Management. Each party will designate two contact persons who will be primarily responsible for coordinating and overseeing such party’s activities under this
Agreement; one of whom will act as a primary commercial contact and one of whom will act as a technical liaison
with the other party for purposes of administering this Agreement.



     2.4 Maintenance and Support. To the extent available, ID shall offer maintenance and/or support services for the Finished Products to Customers. All maintenance and support
agreements shall be directly between ID and Customers.



3. ORDERING.




     3.1 Order Fulfillment. All orders shall be fulfilled in strict accordance with the
applicable Order Form. The terms and conditions of this Agreement shall apply with respect to all orders.
Notwithstanding the above, the service level requirements set forth in Exhibit B shall
apply with respect to Finished Products delivered to Customers by ID.



     3.2 Forecasting. Sourcefire will use its reasonable commercial efforts to provide a rolling forecast (the “Forecast”) to ID so that the day to day demand can be managed for the first 2
months of every quarter. On or before the 15th day of the 3rd month of every quarter Sourcefire will forecast pre-build
inventory to support quarter end orders which will detail the Appliances to be manufactured by ID and purchased by Sourcefire customers. ID understands that the Forecast is an estimate of
quantities required. Sourcefire will have no minimum volume commitment.



     3.3 Delivery and Acceptance. The delivery and acceptance processes for the Finished Products will be as follow, unless otherwise set forth in the applicable Product Addendum.



     (a) Delivery. ID will deliver the Finished Products on or before the delivery date
specified in the applicable Order Form or Order Change Notice; provided, however, that ID will
promptly notify Sourcefire in writing of ID’s anticipated inability to meet, in whole or in part,
any agreed-upon delivery date. ID will pack and label all Finished Products shipments in such a way
as to be acceptable to carriers and in accordance with good commercial practices. Title and risk of
loss or damage to the Finished Products will pass to Sourcefire upon ID’s delivery to Shipper.
Sourcefire will bear any and all shipping and handling costs.



 









 






     (b) Acceptance. After receipt of a Finished Products shipment, Sourcefire or its
Customer shall have thirty (30) days (the “Acceptance Period”) in which to inspect and
accept or reject the shipment for conformity to the applicable Specifications. If Sourcefire
determines that any Finished Products fails to conform to the applicable Specifications,
Sourcefire will be entitled to reject the Finished Products during the Acceptance Period by
giving ID written notice containing sufficient details of such nonconformity; provided,
however, that any unit not rejected by written notification to ID within the Acceptance
Period will be deemed accepted. As ID’s sole and exclusive obligation for any rejected
Finished Products, ID will provide a return material authorization number and ship a newly
manufactured replacement Finished Products to Sourcefire or its Customer. In the event of a
miscount in a delivery, Sourcefire will notify ID of such miscount within five (5) days
after Sourcefire’s or its Customer’s receipt of such delivery and such miscount will not be
a basis for rejection; provided, however, that in the case of an over-shipment, Sourcefire
or its Customer will be entitled to return, at ID’s expense and risk of loss, any units in
excess of the quantities ordered by Sourcefire’s; and in the case of an under-shipment, ID
will promptly ship the remaining balance of ordered Finished Products units.



     3.4 Specification Changes. During the term of this Agreement, Sourcefire may request
changes to the Specifications for the Configuration Services and/or Finished Products (each, a
“Change”) by delivering to ID a written engineering change notice (an “ECN”) describing the
changes and the proposed effective date of such changes. Within five (5) business days following
receipt of an ECN, ID will advise Sourcefire in writing regarding any change in prices or delivery
schedules resulting from the ECN. If Sourcefire elects to proceed with such change, Sourcefire will
notify ID of such election in writing (a “Change Order”). If ID does not receive written
confirmation of Sourcefire’s election to proceed with the Change within thirty (30) days following
Sourcefire’s receipt of the change in price in delivery, if any, on account of such ECN, the ECN
will be deemed cancelled.



4. INTELLECTUAL PROPERTY RIGHTS.




     4.1 Preexisting Rights. Neither this Agreement, nor each party’s performance hereunder,
will give or be construed to convey any ownership interest in or rights to the intellectual
property rights in the Technology to ID. All intellectual property rights that are owned or controlled by
Sourcefire or its licensors at the commencement of this Agreement will remain under the ownership or control of
such party throughout the term of this Agreement and thereafter.



5. PRICING AND PAYMENT




     5.1 Pricing. Sourcefire will pay ID the price for the Configuration Services and/or Finished
Goods as set forth in the applicable Product Addendum. Any related services will be provided to
Sourcefire at ID’s standard, burdened time and materials costs. Prices and business in general will
be reviewed by both parties on a quarterly basis.



     5.2 Payment Terms. The purchase price for the Configuration Services and/or Finished
Products wilt be invoiced upon shipment and is due thirty (30) days from date of receipt of
invoice. Sourcefire will be responsible for paying any applicable sales tax, excise tax or value-added
tax on the purchase of Finished Products hereunder.



6. WARRANTIES




     6.1 ID represents and warrants to Sourcefire only that, for a period of one (1) year
after Sourcefire’s or its Customer accepts the Finished Products (the “Warranty Period”), each
Finished Products will be free from defects in materials and workmanship and will perform in
accordance with its applicable Specifications. All Configuration Services shall be performed using
generally accepted industry standards. Sourcefire or its Customers may return defective units at
any time to ID for repair after receiving a “Return Material Authorization” from ID. This foregoing
warranty does not apply to any Finished Products that have been subject to misuse, unauthorized
modification, neglect, improper testing or installation, attempts to repair, accident, flood, fire,
radiation or other hazard. Moreover, ID warrants the materials used to manufacture the Finished
Goods via ID’s Advanced Replacement Warranty Agreement which is described in Exhibit A and
incorporated herein by reference.



 









 





     6.2 Each party warrants that: (a) it has the right to enter into this Agreement and to perform
its obligations hereunder; and (b) its products, services, trademarks, and marketing and sales
materials operate in conformance with their specifications and are free from any rightful claim of
infringement of any patent, trademark, maskwork, copyright, trade secret or other intellectual property or other
right of a third party.



     6.3 DISCLAIMERS. IN CONNECTION WITH THIS AGREEMENT, AND EXCEPT AS OTHERWISE PROVIDED IN A CUSTOMER AGREEMENT, THE WARRANTIES AND INDEMNITIES
STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



7. TERM AND TERMINATION




     7.1 Term. This Agreement shall become effective as of the Effective Date and shall
remain in effect for one (1) year. This Agreement shall renew automatically at the end of the prior
term for an additional year, unless either party notifies the other of its intention not to renew at least
thirty (30) days prior to the end of the then-current term.



     7.2 Termination. Either party may terminate this Agreement upon notice in writing to the other in the event that such other party shall breach or be in default of any of the
covenants, obligations, warranties, representations, terms or conditions of this Agreement and (if capable of cure)
such other party fails to cure such breach or default within thirty (30) days after written notice
thereof from the party not in default. Such notice shall provide in reasonable detail the basis upon which the breach
is claimed. Sourcefire may terminate this agreement for convenience with sixty (60) days notice.



     7.3 Effect of Termination. Expiration or termination of this Agreement shall not relieve the parties of any obligations due at the time of such expiration or termination, nor shall such
expiration or termination prejudice any claim of either party accrued on account of any default or breach by
the other. Upon expiration or termination of this Agreement: a) each party shall immediately return to
the other party, if requested to do so, or destroy, all promotional materials and all Confidential Information
supplied by the other party; b) the obligations of the parties under this Agreement which by their nature
would continue beyond the expiration or termination of this Agreement shall survive any expiration or
termination of this Agreement; c) all customer agreements then in force will remain in effect and all payments to
ID and Sourcefire will continue under such agreements until such customer agreements are terminated.


8. INDEMNITY. ID shall defend and indemnify Sourcefire and its respective officers, directors and
employees, successor and assigns against all claims, actions, damages, losses, and expense
(including paying all reasonable attorneys’ fees and costs of litigation) (i) to the extent based upon a claim
that the manufacturing methods used by ID to manufacture the Finished Products or the Configuration Services
infringe or misappropriate any intellectual property rights of a third party and ID will pay all
costs and damages incurred by Sourcefire that are attributable to any such claim or agreed to in settlement
of any such claim, (ii) arising from any third party claim for damage or injury, including death, to
person or property which arises from a manufacturing defect in an Finished Products or (iii).arising from the
negligence or willful misconduct of ID or any of its respective employees, agents, or
subcontractors, as the case may be.



9. LIMITATION OF LIABILITY. IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE,
INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR TORT, IN ANY WAY ARISING FROM EITHER PARTY’S PERFORMANCE OR
NONPERFORMANCE OF THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER
PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 10
SHALL NOT APPLY TO ID’S OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT.




10. CONFIDENTIALITY





 









 





     10.1 Each party acknowledges that the other party may disclose certain technical,
financial, or business information that such other party considers to be confidential and proprietary,
including, without limitation, the names and contact information of current and prospective customers, technical
data, or know-how of either party and any information, technical data, or know-how derived from the
information, technical data, or know-how of either party, all mailing lists, proprietary data, product
designs, product plans, capabilities, research, specifications, algorithms, program code, software systems and
processes, hardware configuration information, information regarding existing and future technical,
business and marketing plans and product strategies, finances, and the identity of actual and potential
customers and suppliers (“Confidential Information”), and that the unauthorized use or disclosure of any
such Confidential Information by the party using such Confidential Information (the “Receiving
Party”) would cause irreparable financial and other damages to the disclosing party (the “Disclosing
Party”). During the Terms and for a period of three (3) years following termination, the Receiving Party
agrees not to disclose to any third party, use or duplicate any Confidential Information of the Disclosing
Party, except as expressly permitted in this Agreement. The Receiving Party will limit the disclosure of all
such Confidential Information to those of its employees and agents who have a need to know such Confidential
Information for the performance of this Agreement. The Receiving Party further agrees to take all
reasonable measures to maintain the confidence of all such Confidential Information in its possession or
control, which measures will in no event be less than the measures that the Receiving Party takes to
protect its own confidential and proprietary information of similar importance.



     10.2 Confidential Information will not include information that: (a) is in or enters the
public domain without breach of this Agreement; or (b) the Receiving Party lawfully receives from a
third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) the
Receiving Party develops independently, which it can prove with written evidence; or (d) Information
that the Receiving Party is required by law or regulation to disclose.



     10.3 The particular terms and conditions of this Agreement are confidential and shall not be disclosed to any third party by either party without the prior, written consent of the other.



11. NON-SOLICITATION OF CUSTOMERS




     11.1 ID agrees that for a period beginning on the Effective Date and ending one
year after the termination of this Agreement, ID shall not, directly or indirectly (except with the
written consent of Sourcefire) (i) promote, market, or sell any product (hardware or software) to
any identified third party that ID knows is a Customer or someone who Sourcefire has provided a
written quote (a “Prospective Sourcefire Customer”), or (ii) solicit any identified third party
that ID knows is a Customer or Prospective Sourcefire Customer for the purpose of selling such
products (hardware or software), or (iii) advertise, promote, market or sell any products (hardware
or software) to any identified third party that ID knows is a Customer or Prospective Sourcefire
Customer. Neither ID nor any of its employees or agents shall have any contact of any kind with any
Customer to whom Finished Product(s) are being provided, other than as is directly necessary for
the provision of the Finished Product(s) to such Customer hereunder. Nothing in this section shall
prevent or preclude ID from contact with a Customer or Prospective Sourcefire Customer if (i) ID
had a bona fide preexisting commercial relationship with the Customer or Prospective Sourcefire
Customer prior to the Effective Date; or (ii) the third party is not a Customer but is a
Prospective Sourcefire Customer as a consequence of having issued a public tender for Sourcefire’s
products or services; or (iii) the Customer is contacted by a ID channel partner or ID technology
partner independently and not through information supplied by ID; or (iv) the Customer or
Prospective Sourcefire Customer contacts ID due to a general advertising or marketing campaign
which is not directed at such Customer or Prospective Sourcefire Customer



13.0 INSURANCE




     13.1 During the term of this Agreement, ID shall maintain any insurance
required by law and, to the extent not so required, the following insurance:




     (a) Worker’s Compensation insurance and Employer’s Liability insurance for its
employees which shall fully comply with the statutory requirements of all applicable
state and federal laws;



 









 






     (b) Commercial General Liability Insurance, including contractual liability,
products liability and completed operations coverage, premises-operations, broad-form property
damage, independent contractors, personal injury) with limits of at least $2,000,000.00 for
bodily injury, including death, to any one person, $2,000,000.00 as a result of any one occurrence,
and $2,000,000.00 for each occurrence of property damage;




     (c) Professional Liability (Errors and Omissions) insurance, with limits of not less than $2,000,000.00 per occurrence; and




     (d) Umbrella Liability Insurance coverage with a minimum combined single and
aggregate limit of $5,000,000.00.



     13.2 ID shall furnish Sourcefire with certificates and/or adequate proof of the foregoing
insurance. Sourcefire shall be named as an additional insured on the insurance policies referred to
in clause (b),(c) and (d) above. Upon request by Sourcefire, all the required Insurance policies
shall contain a provision stating Sourcefire’s name and address and shall require the insurer to
notify Sourcefire in writing at least thirty (30) days prior to cancellation of, or any material
change to, the policies.



14. MISCELLANEOUS




     14.1
Assignment. The rights and/or obligations contained in this Agreement may not be
assigned, delegated or otherwise transferred by either party (except to a direct or indirect
parent or subsidiary, or purchaser of all or substantially all the assets of such party) without the
prior written approval of the other party, provided, however that either party may assign this agreement in
connection with a change of control or a sale of all or substantially of the assets of either party. No
assignment or delegation shall relieve either party of liability for its obligations hereunder.



     14.2 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, exclusive of its conflict of laws. The United
Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement
nor the enforcement or interpretation thereof.



     14.3 Waiver. No failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or future exercise thereof or the exercise of any other right, power or privilege
hereunder.



     14.4 Severability. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby and the parties will begin negotiations for a
replacement of the invalid, illegal or unenforceable provision.



     14.5 Relationship Between Parties. In all matters relating to this Agreement, each party will
act as an independent contractor. Neither party will represent that it has any authority to
assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other
party as agent, employee, or in any other capacity.



     14.6 Notices. All notices required to be sent hereunder shall be in writing, sent to the addresses above with a copy to legal counsel at the same address, or to such other address as
a party may designate in writing as set forth herein, and shall be deemed to have been given: (i) upon
delivery, if delivered personally, by electronic mail with confirmed receipt, or if sent by facsimile with
simultaneous confirmation copy; or (ii) two (2) days after the date of deposit with an internationally
recognized overnight courier.



     14.7 Export. Each party hereby gives assurance to the other that it will not, unless it has
obtained prior written authorization from the U.S. Department of Commerce or is otherwise
permitted by the U.S. Department of Commerce Export Administration Regulations, export, re-export or
otherwise disclose, directly or indirectly, any technology received from the other, nor allow the direct
product thereof



 









 




to be shipped, either directly or indirectly, to any destination that is proscribed
under Part 779 of the U.S. Department of Commerce Export Administration Regulation or is
otherwise proscribed under United States law.




     14.8 Force Majeure. No delay, failure, or default in performance of any obligation of
either party hereunder shall constitute a breach of this Agreement to the extent caused by
Force Majeure. The term “Force Majeure” shall be defined to include fires, earthquakes, or other casualties
or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, any
law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency,
or any other event beyond the reasonable control of a party.



     14.9 Dispute Resolution Process In the event of any disagreement regarding performance
under or interpretation of this Agreement and prior to the commencement of any formal
proceedings, the parties shall first reasonably attempt in good faith to reach a negotiated solution by
designating representatives of appropriate authority to resolve the dispute(s) (through non-binding
mediation or otherwise) in a timely and expeditious manner. Nothing in this Agreement shall be
construed to restrain the parties from pursuit of equitable relief through any court of competent jurisdiction
for any breach of Section 11 of this Agreement.



     14.10 Cumulative Rights. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and in addition to the respective
party’s other rights and remedies available at law and/or equity.



     14.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one
and the same Agreement.



     14.12 Entire Agreement. This Agreement sets forth the entire agreement between the parties
and supersedes prior proposals, agreements, and representations between them, whether
written or oral relating to the subject matter of this Agreement. This Agreement may be modified only by
a writing signed by an authorized representative of each party.



     IN WITNESS WHEREOF; the parties have caused this Agreement to be executed by their
respective duly authorized representatives.



	 	 	 	 	 	 	 	 	 
	SOURCEFIRE, INC.  	 	 	 	INTELLIGENT DECISIONS, INC.
	 
	By (sign): /s/ Todd P. Headley	 	 	 	By (sign): /s/ Gino Antonelli
	 

	 	 

	 	 	 	 	 	 


	Name (print): Todd P. Headley	 	 	 	Name (print): Gino Antonelli
	Title: CFO	 	 	 	Title: EVP, Business Development
	Date: 2/13/06	 	 	 	Date: 2/6/06






 









 





EXHIBIT A




Please see separate Advance Replacement Warranty Agreement




 









 






	 	 	 	 	 
	 

	 	 	 	Agreement No. 062005-1
	 
	

	 	Advance Replacement Warranty

Agreement
	 	Customer Name:
Sourcefire



Contact: Dana Strumbeck
	 

	 	 	 







This Support Plan Terms and Conditions Agreement (“Agreement”) is a legal agreement between
Sourcefire, Inc, a Delaware Corporation (“Customer”) with its principal place of business at 9770
Patuxent Woods Dr., Columbia, MD. 21046 and Intelligent Decisions,
Inc (“Manufacturer”or “ID”) with
its principal place of business at 21445 Beaumeade Circle, Ashburn, Va. 21047. This Agreement sets
forth the term and conditions under which Manufacturer will provide Customer warranty support
services.




A. Definitions:




For the purposes of this Agreement the following terms shall have the following meanings.




	 	1.	 	Warranted (covered) Products: Manufacturer’s hardware as specified in one of the
following documents: (i) invoice from Manufacturer to Customer, or (ii) executed quote between
Manufacturer and Customer. (Note: warranties not purchased for products during the original
executed quote or invoice MUST be purchased within six weeks from the date of shipment to be a
Warranted (covered) Product under this Agreement. The start date for the advanced replacement
warranty will be the ship date.)
	 
	 	2.	 	Hardware: The appliance on which Customer’s software is installed and operates and
for which Manufacturer invoices Customer.
	 
	 	3.	 	BOM: Bill of Materials.
	 
	 	4.	 	IN Service Systems: Systems that fail after the first 30 days from the date of
shipment.
	 
	 	5.	 	DOA Systems: Systems that fail within the first 30 days from the date of
shipment.
	 
	 	6.	 	Initial Term: One (1) Year ADVREP and three (3) year ADVREP periods starting at the
date of shipment for the applicable covered products. The term period is governed by the specific type
of warranty purchased, and unless otherwise indicated will be one (1) year.
	 
	 	7.	 	Renewal Term: Any annual term beyond the Initial Term. One (1) Year ADVREP and Three
(3)year ADVREP warranties will have an option to be renewed for successive one (1) year periods
commencing at the end of Initial Term to a maximum of five (5) years from original invoice
date of product, unless Customer or Manufacturer provide the other party written notice on
non-renewal at least thirty (30) days prior to the expiration of the Initial term or the then-current
Renewal Term. The Manufacturer will provide the Customer a list of systems that will be expiring for the
Customer to review. If a system is not renewed prior to expiration, the Customer can renew a
contract at anytime, however, the contract will start date will be the original expiration date.
	 
	 	 	 	Renewals will be invoiced each month as Hardware and Hardware One-Offs warranties are due to
expire. Manufacture will provide Customer a listing of expiring warranties with each invoice.






B.
Advance Replacement Program (ADVREP):




21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs




 









 






	1.	 	IN Service Systems:
	 
	 	 	Defective Hardware, within the current warranty period, will be exchanged with
new or refurbished Hardware of the same model, revision and configuration.
	 
	2.	 	Dead On Arrival Systems:
	 
	 	 	DOA Hardware will be exchanged with new Hardware of the same model, revision and
configuration.
	 
	3.	 	Help Desk:
	 
	 	 	Manufacturer shall maintain a 1-800 advance replacement hot line for Customer to call to
receive diagnostic support on the Hardware.
	 
	4.	 	Coverage Area and Service Time:
	 
	 	 	The ADVREP program covers the 48 contiguous states. Hardware service will occur on the next
business day (For purposes of this Agreement, the term “business day” shall not include
Saturdays, Sundays or any holiday recognized by the United States Government) for Customer calls
received prior to:






	 	i.	 	3 p.m. EST. for in Service Hardware failures. (Note: calls
received after 3 p.m. EST. will be processed the following business day. For
purposes of this Agreement, the term “business day” shall not include Saturdays,
Sundays or any holiday recognized by the United States Government).
	 
	 	ii.	 	2 p.m. EST. for DOA Hardware. (Note: calls received after 2
p.m. EST. will be processed the following business day. For purposes of this
Agreement, the term “business day” shall not include Saturdays, Sundays or any
holiday recognized by the United States Government)






	 	 	 	NOTE: An additional one (1) day turnaround will be required for the following
system configurations:






	 	•	 	Raid5 – 6 x 73GB Hard Drives
	 
	 	•	 	IS3000 365 DEK DPF QPC
	 
	 	•	 	IS3000 365 DEK DPS 2DPF
	 
	 	•	 	IS3000 365 GB DEK DPF
	 
	 	•	 	IS3000 365 GB DEK DPS DPF
	 
	 	•	 	DC3000 365 GB DEK DPS






	5.	 	Contact Procedure:
	 
	 	 	Customer must have the following information when contacting Manufacturer for ADVREP:






	 	•	 	Hardware location.
	 
	 	•	 	Contact person at Hardware location: phone number, full address and email
	 
	 	•	 	Defective Hardware’s serial number.
	 
	 	•	 	A description of the problem
	 
	 	•	 	Troubleshooting that has been attempted






	 	 	Manufacturer’s contact information is as follows:





21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs






2









 








	 	 	 	 	 
	Group	 	Contact	 	Service Hours
	Customer


Support.

	 	By phone 800-565-2171
	 	(Normal business hours, 8:30 a.m. — 5:30 p.m. EST)
	 
	 	 	 	 
	Technical 

Support

	 	By fax at 703.227.3797
	 	(Please fax — attention Technical Support)
	 
	 	 	 	 
	Technical 

Support

	 	By email at

support@intdec.com
	 	(Technical Support E-mail address)
	 
	 	 	 	 
	Technical 

Support

	 	By Internet web access at
www.intelligent.net
	 	(On line Technical Service Call request)







	 	 	To ensure that Advance Replacement warranty solutions are
correctly determined,
Manufacturer’s technical support staff will, at their discretion, trouble shoot Hardware
problems over the phone. Delivery of service to the Customer and/or
end user of the Hardware is
contingent upon the end user’s willingness and ability to
provide the appropriate contect
information and participate, within reason, in the troubleshooting
process with Manufacturer’s
Technical Support staff. The support process is further clarified in Exhibit B.
	 
	6.	 	Pricing:
	 
	 	 	Manufacturer shall provide ADVREP to Customer at the prices listed for the Hardware as
noted
on Exhibit A  ***
	 
	7.	 	QLA — Quality Level Agreement:
	 
	 	 	***





21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs





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***



C. This agreement shall be controlled by the terms and conditions of the Outsourcing
Agreement between Sourcefire, Inc. and Intelligent Decisions.




	 	 	 	 	 	 	 
	Authorized:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ TODD P. HEADLEY
	 	By:	 	 
	 

	 	 
	 	 


	Sourcefire, Inc.	 	Intelligent Decisions, Inc.
	 
	 	 	 	 	 	 
	Title: 	 	CFO	 	Title:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date: 	 	2/13/06	 	Date:	 	 
	 	 	 	 	 	 	 





21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs





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Exhibit A-A

Warranty Pricing:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	System Price	 	 	 	2nd Year	 	3rd Year	 	 	 	4th Year	 	5th year
	Range	 	1 Year	 	Ext.	 	Ext.	 	3 Year	 	Ext	 	Ext.
	***
	 	***	 	***	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	***
	 	***	 	***	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	***
	 	***	 	***	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	***
	 	***	 	***	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	***
	 	***	 	***	 	***	 	***	 	***	 	***






21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs




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Exhibit A-B

Advance Replacement Program Process




	 	 	 	 	 	 	 
	Domestic	 	International
	1.

	 	Customer calls 1-800 advance
replacement hot line.	 	 1.
	 	Customer calls 1-800 advance
replacement hot line.
	 
	 	 	 	 	 	 
	2.

	 	Customer troubleshoots Hardware
with ID Technical Support staff and
determines resolution.
	 	 2.
	 	Customer troubleshoots Hardware
with ID Technical Support staff and
determines resolution.
	 
	 	 	 	 	 	 
	 

	 	     ü  No trouble found
	 	 	 	     ü  No trouble found
	 
	 	 	 	 	 	 
	 

	 	     ü  other resolution or,
	 	 	 	     ü  Other resolution or,
	 
	 	 	 	 	 	 
	 

	 	     ü  Advance Replacement
service.
	 	 	 	     ü  Advance Replacement
service.
	 
	 	 	 	 	 	 
	3.

	 	Shipment of advance replacement —
at Manufacturer’s expense.	 	 3.
	 	Shipment of advance replacement —
at Customer’s expense
	 
	 	 	 	 	 	 
	4.

	 	Shipment (return) of defective
system — Manufacturer will issue call
tag.
	 	 4.
	 	Shipment (return) of defective
system at Customer expense.
	 
	 	 	 	 	 	 
	 

	 	Notes:
	 	 	 	Notes:
	 
	 	 	 	 	 	 
	ü

	 	Customer/end user responsible for
ensuring defective Hardware is
available for pickup”.
	 	ü
	 	Customer/end user responsible for ensuring defective Hardware is
available for pickup”.
	 
	 	 	 	 	 	 
	ü

	 	If defective Hardware is NOT
returned with the accessory kit,
Customer will be billed the
replacement cost of the accessory kit.
	 	ü
	 	If defective Hardware is NOT
returned with the accessory kit,
Customer will be billed the
replacement cost of the accessory
kit.
	 
	 	 	 	 	 	 
	ü

	 	If defective Hardware is not returned
within 30 days from date of shipment
of advance replacement, Customer
will be billed replacement cost of
Hardware.
	 	ü
	 	If defective Hardware is not returned
within 60 days from date of shipment of advance replacement, Customer
will be billed replacement cost of
Hardware.
	 
	 	 	 	 	 	 
	ü

	 	If Hardware is subsequently returned
after 30 days, but no longer then 90
days, customer will receive credit based on the following criteria:
	 	ü
	 	if Hardware is subsequently returned after 60 days,
but no longer then 120
days, Customer will receive credit
based on the following criteria:
	 

	 	 	 	 	 	Day 61 to 90    90% of cost
	 

	 	Day 31 to 60  90% of cost
	 	 	 	Day 91 to 120  80% of cost
	 

	 	Day 61 to 90  80% of cost
	 	 	 	Over 120 days No credit issued
	 

	 	Over 90 days No credit Issued.	 	 	 	 
	 
	 	 	 	 	 	 
	5.

	 	Close Ticket
	 	 5.
	 	Close Ticket






21445 Beaumeade Circle | Ashburn, VA 20147 | Intel / ISP Programs




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Exhibit B
 Service Level Requirements




     1. Supported Products, ID agrees that it will use commercially reasonable
efforts to
maintain up-to-date contracts with all third-party vendors and shall provide the
Finished Products to
Sourcefire, the Customers or partners upon request.



     2. Order Notification. ID will provide order confirmation to Sourcefire or
customers or
partners of any and all orders provided to ID by Sourcefire or one of the Customers or
partners for all
Finished Products purchased pursuant to the terms of this Agreement.



     3. Order Submission process. Orders will be submitted by the Sourcefire directly to
ID. Any
Orders received by Sourcefire will be sent to ID via fax or e-mail. ID will provide Order
Acceptance to
Sourcefire.



     4. Delivery. ID will provide timely delivery of Finished Products to the designated
delivery
location specified by Sourcefire and/or the applicable customer or partner placing the
Finished Products
order. ID will provide Sourcefire with an estimated time of delivery. ID will use commercially
reasonable
efforts to provide delivery in accord with Sourcefire’s delivery commitments with each
applicable customer.



     5. Product Return and Maintenance Contract Issues. ID will provide prompt
administration,
coordination and processing of any issues that result in the return or replacement of products
either at
time of installation or, where applicable, during the life of any maintenance contracts sold
by ID in
conjunction with each Finished Products.



     6. Order Tracking. ID will provide a web-based order tracking system within 30 days of
contract signing and number for all orders for product in conjunction with the sale of
Sourcefire’s Finished
Products.



     7. Leasing options. ID will provide commercially reasonable and competitive leasing
rates
based upon the Customer or partner’s credit rating for the products or products and services
when so
requested by Sourcefire
or one of the Customers or partners.