exv10w23






CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




EXHIBIT 10.23




ADDENDUM NINE

TO THE

SOFTWARE LICENSE AGREEMENT

BETWEEN

DELL PRODUCTS, LP

AND

COMMVAULT SYSTEMS, INC.



This Addendum Nine (“Addendum”) to the Software License Agreement dated December 17, 2003 (the
“Agreement”), is entered into by and between Dell Global BV (Singapore Branch) (hereinafter
“Dell”), and CommVault Systems, Inc., (hereinafter “CommVault”) a Delaware corporation having a
principal place of business at 2 Crescent Place, Oceanport, New Jersey 07757 (hereinafter
“Licensor”) and is effective as of the 1st day of September, 2008 (the “Effective Date”).




RECITALS



WHEREAS, CommVault and Dell entered into the Agreement through which CommVault granted Dell various
rights to distribute certain CommVault software products;



WHEREAS, CommVault and Dell wish to amend the Agreement and replace all Pricing Supplements, as set
forth in Addendum #7 dated January 28, 2008 and also wish to add rebate and marketing development
fund (“MDF”) provisions.



NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other
good and valuable consideration, the receipt of which both parties hereby acknowledge, Dell and
CommVault agree as follows:




     1. Quarterly Rebate.



          For Licensed Products distributed by Dell, Dell shall earn a rebate equal to [***] (“Rebate
Percentage”) of the aggregate quarterly software royalties paid by Dell, as reported on the royalty
report. Rebate shall be payable to Dell within forty-five (45) days after the receipt of Dell’s
quarterly royalty payments to Licensor. For clarification, Volume Purchase Agreement (“VPA”) and
Enterprise License Agreement (“ELA”) transactions are excluded from the definition of Licensed
Products for the purposes of the Rebate Percentage only.




          During the term of the Agreement, Licensor agrees that Dell shall have the right effective as
of the first day of Dell’s fiscal quarter following the Effective Date of this Addendum, and upon
sixty (60) days prior written notice to Licensor, to adjust the Rebate Percentage, provided that in
no event shall the Rebate Percentage exceed [***]. Any adjustment to the Rebate Percentage shall be
offset by a corresponding percentage increase or decrease in the applicable Dell SW Cost (Column 1
of Exhibit A).




     2. Quarterly MDF



          For Licensed Products distributed by Dell, Dell shall earn MDF equal to [***] (“MDF
Percentage”) of the aggregate quarterly software royalties paid by Dell, as reported on the royalty
report. For clarification, VPA and ELA transaction are excluded from the definition of Licensed
Products for the purposes of the MDF Percentage only.




          2.1 Terms and conditions of MDF





i. Licensor will provide the MDF in the form of reimbursement for specific,
identifiable and mutually agreed marketing expenses incurred by Dell and/or
Licensor.



			
	 	 	 
	Confidential
	 	10/29/2008






Page 1









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.





ii. The parties shall meet quarterly to determine the subsequent period marketing
activities to which the Quarterly MDF shall be applied (“Reimbursable Activities”).
The MDF may only be applied to Reimbursable Activities approved by Licensor.




iii. Dell will provide backup documentation supporting its payment requests for
Reimbursable Activities. Dell payment requests shall be consistent with the Proof
of Compliance form, attached as Exhibit B to this Addendum. Licensor may only
request backup documentation in accordance with the Proof of Compliance form in
Exhibit B and relative to Dell’s current or past immediate quarter’s marketing
activities. Licensor reserves the right to deny any claims where required
documentation for reimbursement is not available or incomplete. Licensor shall
provide email acceptance from a designated authorized person of Proof of Compliance
forms submitted by Dell. Upon acceptance, the Proof of Compliance form shall
constitute Dell’s invoice to Licensor, and the MDF reimbursement shall be payable to
Dell thirty (30) days following the date the Proof of Compliance was originally
submitted by Dell. In the event expenses are incurred by Licensor, which are to be
reimbursed from the MDF fund. The above process shall apply with the parties’ roles
reversed.




iv. The MDF is provided at the sole discretion of Licensor. Licensor reserves the
right to cancel the MDF with ninety (90) days notice to Dell. Licensor reserves
the right, upon request, to audit the reimbursement process and/or the expenses
submitted for reimbursement.



          3. Any and all Pricing Supplements to the Agreement are hereby replaced in their entirety with
the attached Exhibit A to this Addendum.




     No other changes or modification are intended by this Addendum. All other terms and conditions of
the Agreement are in effect.



          Any capitalized terms defined in this Addendum are specific to this Addendum only, and do not
modify or change the meaning set forth in the Agreement. Unless expressly defined in this
Addendum, the capitalized terms in this Addendum are as defined in the Agreement. The Agreement
shall remain in full force and effect except as supplemented and amended herein.



IN WITNESS WHEREOF, the parties have executed this Addendum by their duly authorized
representatives effective as of the date first set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	COMMVAULT SYSTEMS, INC.	 	 	 	DELL GLOBAL BV (SINGAPORE BRANCH)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David R. West
 

	 	 
	 	By:
	 	/s/ Richard A. Conrad
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	David R. West
	 	 	 	Name:
	 	Richard A. Conrad	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	VP Marketing and bus. dev.
	 	 	 	Title:
	 	Vice President, Worldwide Procurement, SDC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	8/24/2008
	 	 	 	Date:
	 	Sept. 1, 2008	 	 






			
	 	 	 
	Confidential
	 	10/29/2008






Page 2









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




Exhibit A

Pricing Supplement

To the Software License Agreement

Between Dell Products L.P.

And Commvault Systems Inc.




Simpana




			
	 	 	 
	Confidential
	 	10/29/2008






Page 3









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Annual	 	 
	 	 	 	 	 	 	 	 	Maintenance	 	 
	 	 	 	 	 	 	 	 	protection	 	 
	DELL	 	 	 	 	 	 	 	includes L2 &	 	 
	SKU	 	SKU Description	 	Dell SW Cost	 	L3 Support	 	Total COGS
	SKU1	 	CommVault Master Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU2	 	CommVault Windows Media Server (incl client agent)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU3	 	CommVault LAN Drive Pack (MM-LMS, MM-DMS)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU4	 	CommVault SAN Drive Pack
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU5	 	CommVault Client Agent (iDA) — Windows
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU6	 	CommVault Application Agent (iDA) — Exchange
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU7	 	CommVault Client Agent (iDA) — Unix
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU8	 	CommVault Unix Media Server 1 CPU (incl client agent)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU9	 	CommVault Unix Media Server 2+ CPU (incl client
agent) — 5 Server PowerVault/EqualLogic Channel
Bundle (Registered)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU10	 	CommVault Application Agent — Unix 1CPU (Oracle/SAP)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU11	 	CommVault Application Agent — Unix 2+CPU (Oracle/SAP)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU12	 	Upgrade key to unlock Galaxy Express to Galaxy
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU13	 	CommVault Advanced Feature Pack for Master Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU14	 	CommVault Advanced Feature Pack for Media Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU15	 	CommVault Gridstor for Master Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU16	 	CommVault Gridstor for Media Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU17	 	CommVault Vault Tracker for Master Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU18	 	CommVault Vault Tracker for Media Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU19	 	CommVault Data Archiver for Files — Windows 1CPU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU20	 	CommVault Data Archiver for Files — Windows 2+CPU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU21	 	Extended WORM Support
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU22	 	Qsnap Open File for Windows/Linux/Solaris -
CommVault Client Agent (iDA) 5-Pack Channel Bundle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU23	 	CommVault Client Agent for VMware or MS Virtual
Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU24	 	CommVault NDMP Agent up to 6TB
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU25	 	CommVault Direct Disk Option (DDO) up to 1TB
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU26	 	CommVault One Touch Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU27	 	CommVault One Touch Client
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU28	 	CommVault Data Archiver for Exchange Mailbox
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU29	 	CommVault Client Access License up to 500 users
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU30	 	CommVault Data Archiver for Exchange Compliance
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU31	 	CommVault Client Access License up to 1000 users
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU32	 	Dell Maintenance -$1
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU33	 	Dell Maintenance -$10
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU34	 	Dell Maintenance -$100
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU35	 	Dell Maintenance -$1000
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SKU42	 	CommVault Client Agent (iDA) — Netware/NDS
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU43	 	CommVault Client Agent (iDA) — Linux
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU44	 	CommVault Client Agent (iDA) — Windows DT
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU45	 	CommVault Client Agent (iDA) — Macintosh
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 






			
	 	 	 
	Confidential
	 	10/29/2008






Page 4









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Annual	 	 
	 	 	 	 	 	 	 	 	Maintenance	 	 
	 	 	 	 	 	 	 	 	protection	 	 
	DELL	 	 	 	 	 	 	 	includes L2 &	 	 
	SKU	 	SKU Description	 	Dell SW Cost	 	L3 Support	 	Total COGS
	SKU46	 	CommVault Application Agent (iDA) — Active Directory
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU47	 	CommVault Application Agent (iDA) — Notes
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU48	 	CommVault Application Agent (iDA) — Oracle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU49	 	CommVault Application Agent (iDA) — SQL
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU50	 	CommVault Application Agent (iDA) — SharePoint
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU51	 	CommVault Application Agent (iDA) — Groupwise
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU52	 	CommVault Media Server — LINUX (incl client agent)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU53	 	CommVault Media Server — Netware (incl client agent)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU54	 	CommVault Client Agent for Cluster Virtual Node
(Win/Lin/NW)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU55	 	CommVault VMWare Consolidated Backup Bundle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU56	 	CommVault Data Classification enabler for Windows
Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU57	 	CommVault Content Indexing Connector — Offline
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU58	 	CommVault Content Indexing Connector -Online
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU59	 	CommVault Content Indexing Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU60	 	CommVault Proxy Host agent (Win/Lin)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU61	 	CommVault Image Level Backup agent (Win/Lin)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU62	 	CommVault DataArchiver for Exchange Public Folders
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU63	 	CommVault DataArchiver for Files — Network Shares
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU64	 	CommVault DataArchiver for Files — (Win/Lin)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU65	 	CommVault DataArchiver for Sharepoint
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU66	 	CommVault Continuous Data Replicator (CDR) — (Win/Lin)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU67	 	CommVault CommCell Encryption Enabler
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU68	 	CommVault Auxillary Copy Encryption (per Media Server)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU69	 	Dell Software —$1 SKU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU70	 	Dell Software —$10 SKU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU71	 	Dell Software —$100 SKU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU72	 	Dell Software —$1000 SKU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU73	 	Dell Software —$10000 SKU
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU74	 	CommVault Client Access License (1000-5000 users)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU75	 	CommVault Client Access License (5000+ users)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU76	 	CommVault Client Access License — Universal Discovery
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU77	 	CommVault Direct Disk Option — up to 5TB
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU78	 	CommVault Direct Disk Option — up to 10TB
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU79	 	CommVault Direct Disk Option — up to 50TB
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU80	 	CommVault Single Instance Store
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU81	 	CommVault Galaxy 10 Server Bundle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU82	 	CommVault Galaxy 20 Server Bundle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU83	 	CommVault Remote Media Server Bundle (Win/NW)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU84	 	CommVault File System Archiving Bundle (Per Server)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU85	 	CommVault Exchange SMB Archiving Bundle — Up to 150
Users
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU86	 	CommVault Storage Manager Server
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU87	 	CommVault Storage Manager — Application Agent
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU88	 	CommVault Storage Manager — File System Agent
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU89	 	CommVault Data Monitor for Windows Server 5 Server
Non-Registered Channel Bundle
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 






			
	 	 	 
	Confidential
	 	10/29/2008






Page 5









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Maintenance	 	 
	 	 	 	 	 	 	 	 	protection	 	 
	DELL	 	 	 	 	 	 	 	includes L1 &	 	 
	SKU	 	SKU Description	 	Dell SW Cost	 	L2 Support	 	Total COGS
	SKU36	 	Galaxy Express Small Business Server Edition:
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU37	 	Galaxy Express File Server Edition:
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU38	 	Galaxy Express E-mail & Database Server Edition
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU39	 	Galaxy Express OLBU — For Express only
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU40	 	Galaxy Express Client Pack — For Express only
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	SKU41	 	Galaxy Express LAN Drive
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 






			
	 	 	 
	Confidential
	 	10/29/2008






Page 6









 





CONFIDENTIAL TREATMENT



[***] Indicates that text has been omitted which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.




EXHIBIT B




MDF PROOF OF COMPLIANCE FORM




	 	 	 	 	 	 
	 	Fiscal Year:

	 	 	 	 
	 	Fiscal Quarter:
	 	 	 	 
	 	Award Letter Reference:
	 	 	 	 
	 	Segment:
	 	 	 	 
	 	Program Name:
	 	 	 	 
	 	Program Description:
	 	 	 	 
	 	Program Owner:
	 	 	 	 
	 





	 	 	 	 	 	 
	 	Program Objective:
 

	 	 	 	 
	 	Program Deliverables:
 

	 	 	 	 
	 	Partner Payment Details:
 

	 	 	 	 
	 	Proof of Compliance (POC) 
Details:
	 	 	 	 
	 	POC Owner:
	 	 	 	 
	 	Target Audience:
	 	 	 	 
	 	Program Tracking:
	 	 	 	 
	 	Estimated Exposure:
	 	 	 	 
	 





Dell Fiscal Period FY           Fax to:

Calendar Period




Contact Information:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Participant Address:	 
	 	City
	 	 	State	 	 	Zip	 	 	 	 	 
	 	
Marketing Contact:
  	 	 	Phone
 	 	 	 	 	 
	 	Marketing Contact Title: 	 	 	Fax	 	 	 	 	 
	 	 
	 	 	Email	 	 	 	 	 
	 





Bill To Information:




	 	 	 	 	 	 	 	 	 	 	 
	 	Name:	 
	 	Bill to Address	 
	 	City

	 	 	State
	 	 	Zip	 	 	 
	 	Accounting Contact Accounts Payable 	 	 	Bill to Phone	 	 	 
	 	 	 	 	Bill to Fax	 	 	 
	 	Is PO # required for invoicing? YES      NO       If yes, please provide PO#:	 
	 










Price:




Program Name:




Dell Contact:








			
	 	 	 
	Confidential
	 	10/29/2008







Page 7