exv10w40



 








Exhibit 10.40









AMENDMENT TO SYSTEMS INTEGRATOR AGREEMENT



THIS IS AN AMENDMENT (THE “AMENDMENT”) TO THE SUPPORT EXHIBIT (THE “EXHIBIT”) OF THE
SYSTEMS INTEGRATOR AGREEMENT (THE “AGREEMENT”) ENTERED INTO BY CISCO SYSTEMS, INC OR
ANOTHER CISCO SYSTEMS AFFILIATE (“CISCO”) AND YOU (“INTEGRATOR”) (COLLECTIVELY, THE
“PARTIES”). BY CLICKING ON THE “ACCEPT” BUTTON, INTEGRATOR ACKNOWLEDGES THAT IT HAS
AGREED TO ALL OF THE TERMS AND CONDITIONS OF THIS AMENDMENT AND THE PARTIES AGREE
THAT THIS AMENDMENT SHALL THEN BE BINDING ON BOTH PARTIES. IF YOU DO NOT HAVE THE
AUTHORITY TO COMMIT YOUR ORGANIZATION, PLEASE CLICK ON THE “NOMINATE” BUTTON TO
IDENTIFY AN AUTHORIZED INDIVIDUAL. INTEGRATOR WILL HAVE NO RIGHTS OR OBLIGATIONS
UNDER THIS AMENDMENT UNLESS AND UNTIL INTEGRATOR CLICKS ON THE “ACCEPT” BUTTON. IF
INTEGRATOR DOES NOT AGREE TO ALL OF THE TERMS OF THIS AMENDMENT, CLICK ON THE
“DECLINE” BUTTON.



WHEREAS, the Exhibit authorizes the resale of Cisco brand services by Integrator to
End Users; and



NOW WHEREFORE, the parties agree to amend the Exhibit to the Agreement as follows:



The following sub-Sections shall be deleted in their entirety: (Discounts —
Technical Support Services) and (Quarterly Renewal Rate Credit); and replaced with
the following:




Discounts.





	a)	 	Within United States, the price for Technical Support Services to Integrator
for the period October 1, 2007 through September 30, 2008, and for each twelve
month period (October through September) thereafter, is calculated by applying
Cisco’s then-current service list price less the discount shown in the Attach
Rate Table as calculated during the applicable period according to the Attach
Rate methodology described herein.





Attach Rate Table




	 	 	 	 	 
	Attach Rate	 	Discount	 
	0% to <60%
	 	 	17%	
	60% to <70%
	 	 	20%	
	370%
	 	 	23%	







	 	 	Determination of Attach Rate. Attach Rate is calculated by Integrator’s total
monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator
with Cisco service coverage attached in the current Measurement Period and
translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service
level) divided by the total monetary value (U.S. Dollars) of all serviceable
Hardware items sold by Integrator with Cisco service coverage available to be
attached in the current Measurement Period and translated to SMARTnet Global
List Price at the Next Business Day (“NBD”) Service level. The result is rounded
for purposes of Attach Rate determination. For example, an Attach Rate of 74.95%
is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.















 






	 	 	Examples:

In the applicable twelve (12) month period Integrator purchased 8 devices (6 of Device A
and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for
Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50
plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320= 68.8%
which represents the Attach Rate with a corresponding discount of 20%. Multi-Year Scenario:
In the applicable twelve (12) month period Integrator purchased 1 device (1 of Device A)
and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150.
The Attach Rate is calculated by dividing the multi-year price by the number of years
covered (in this case, three years or $150/3) and crediting the first year Attach Rate
actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is
the one year NBD value of service sold ($50) divided by the one year NBD value of the total
dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding
discount of 23%.




This Amendment shall be effective on October 1, 2007 and shall terminate when the Agreement
terminates.



This Amendment supersedes any prior or contemporaneous agreement that covers the same subject
matter and is the complete agreement by the parties concerning the subject matter herein. There are
no conditions, understandings, agreements, representations, or warranties, expressed or implied,
which are not specified herein.



To the extent there is a conflict between the Amendment and the Exhibit, the terms of this
Amendment shall take precedence over the terms of the Exhibit with regard to the subject matter
described herein. All other terms and conditions of the Exhibit remain unchanged.



This Amendment shall only come into force when a person authorized to bind Integrator to this
Amendment clicks on the “Accept” button.

















 





			
	
	 	Promotion Guide






Cisco Brand Resale Promotion Guide

Cisco Brand Resale Promotion for Technical Services

August 1, 2007 through January 31, 2008




U.S. and Canada Partners Only




Table of Contents




	 	 	 	 	 
	Table of Contents

	 	 	1	 
	Promotion Features

	 	 	2	 
	Promotion Benefits

	 	 	2	 
	Eligibility Requirements

	 	 	2	 
	Calculation of Limited Lifetime Warranty (LLW) Attach Rate Adjustment (ARA)

	 	 	2	 
	Attach Rate Rebate

	 	 	3	 
	Attach Rate Rebate Measurement Period and Booking Period

	 	 	4	 
	Renewal Rate Rebate

	 	 	5	 
	Renewal Rate Rebate Measurement Period and Booking Period

	 	 	6	 
	Round Up Methodology

	 	 	7	 
	Total Technical Services Net Booking

	 	 	8	 
	Tracking the Metrics

	 	 	8	 
	Related Links

	 	 	12	 





Cisco® is launching a new promotion for qualified Cisco Brand Resale
Partners beginning August 1, 2007 and continuing through January 31, 2008.



Designed to help partners improve their profitability, increase customer
satisfaction and retention, and manage and grow their Cisco Services
business, the promotion provides attach rate and renewal rate rebates and
special handling of attach rate for limited lifetime warranty (LLW)
products. Partners can log in to the Cisco Brand Resale partner portal
(available August 2007) to access their attach rate and renewal rate
metrics based on the Performance Metrics Central (PMC) tool, which
measures partner performance during the lifecycle of the promotion.



The promotion is for Cisco Brand Resale for Technical Services
(resalable services only) and includes but is not limited to:





	 	•	 	Cisco SMARTnet® and SMARTnet Onsite
	 
	 	•	 	Software Application Support (SAS)
	 
	 	•	 	Software Application Support plus Upgrades (SASU)
	 
	 	•	 	Cisco Unified Communications Essential Operate and Select Services

	 
	 	•	 	Cisco Smart Foundation Service




The promotion does not include SP Base, which is not for resale, or
partner service programs such as Shared Support, Partner Voice Support
Offering (PVSO) (United States only), or SMART spares. For a list of Cisco
services available for resale, visit the service description page at
www.cisco.com/go/servicedescriptions.



Promotion Dates: August 1, 2007 through January 31, 2008



Deadline for promotion signup through Click to Accept process: August 31,
2007




			
	 	 	 
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Promotion Features




Table 1 explains the features of the promotion.




Table 1.      Promotion Features




	 	 	 
	Feature	 	Meaning
	LLW Attach Rate Adjustment (ARA)

	 	The denominator
value for LLW
products will be
removed from the
calculation if the
product is
uncovered
	 
	 	 
	Attach rate rebate structure with more granular threshold increments

	 	For U.S., easier to
achieve 1%
increment threshold
levels compared to
5% increment
threshold levels in
previous promotion.
For Canada, this is
a new attach rate
rebate structure.
	 
	 	 
	Attach rate rebate structure calculated on total Technical Services
net booking (resalable service only), credited quarterly

	 	For U.S., increased
rebate potential
based on total
Cisco Brand Resale
Technical Services
net booking that
combines attach and
renewal bookings.
For Canada, this is
a new attach rate
rebate structure.
	 
	 	 
	New renewal rate rebate structure with lower starting point of
rebate, more granular threshold increments, and rebates calculated
on total Technical Services net booking (resalable service only),
credited quarterly

	 	Easier to achieve 1% increment threshold levels compared to 5%
increment threshold levels in previous
promotion,
Lower starting point of renewal rate rebate encourages partners to focus on renewal
business.
	 
	 	 
	 

	 	Increased
rebate potential
based on total
Cisco Brand Resale
Technical Services
net booking that
combines attach and
renewal bookings






Promotion Benefits





	•	 	Provides high-performance partners more opportunity to improve profitability through
rebates for achieving specific attach and renewal rate thresholds






	•	 	Easier to achieve the next-level threshold with more granular threshold settings compared to previous promotion






	•	 	Helps partners manage their services business by enabling them to track and measure service attach rate and renewal rate performance






	•	 	Helps partners retain and satisfy customers by providing incentives to sell Cisco Services






	•	 	Increases differentiation and profitability for top-performing partners





Eligibility Requirements



Partners who are interested in participating must meet the
following eligibility requirements to qualify for attach or renewal
rate rebates:





	•	 	Maintain tier-one partner
(system integrator) status throughout the six-month incentive period in U.S. and Canada
	 
	•	 	Accept new program discount terms and conditions by August 31, 2007
	 
	•	 	Achieve more than 80 percent service consolidated attach rate (with LLW ARA base) or
more than 75 percent renewal rate thresholds (rebates can be earned for both attach and
renewal rate performance)
	 
	•	 	Maintain a current Cisco Brand Resale agreement on file with Cisco (this support exhibit
was introduced by Cisco in August 2005, also known as Enhanced Cisco
Brand Resale).




Partners participating in other Cisco Services rebate programs or
promotions — for example, Cisco Global Services Alliance Partners and
Regional Alliance Services Partners  — cannot participate in this
promotion.



Calculation of Limited Lifetime Warranty (LLW) Attach Rate Adjustment
(ARA)



The attach rate calculates the percentage of SMARTnet next business day
(NBD) new service contracts sold (at U.S. list price) on new equipment
purchased compared to all new equipment purchased at U.S. list price.
Attach rate LLW ARA will remove unattached LLW products from the




			
	 	 	 
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Promotion Guide



attach rate calculation in the consolidated attach rate measurement
methodology using PMC.



The following example of LLW ARA shows a partner with $101,000
service base composed of $100,000 non-LLW product service and $1000
with LLW product service. With the current attach rate measurement
methodology, this partner’s attach rate would be 74.8 percent (Table
2).




Table 2.      Current Attach Rate Calculation




Current Attach Rate Calculation




	 	 	 	 	 	 	 
	 	 	Opportunity (denominator)	 	Attached (numerator)	 	Attach Rate
	Limited Lifetime Warranty Product
	 	1,000	 	500	 	50.0%
	Non-Limited Lifetime Warranty Product
	 	100,000	 	75,000	 	75.0%
	Current Attach Rate
	 	101,000	 	75,500	 	74.8%





With LLW ARA, the unattached service value ($500) is removed, and the new
attach rate based on LLW ARA is 75.1 percent (Table 3).




Table 3.     Attach Rate Calculation with LLW ARA




Attach Rate with LLW ARA




	 	 	 	 	 	 	 
	 	 	Opportunity (denominator)	 	Attached (numerator)	 	Attach Rate
	Limited Lifetime Warranty Product
	 	500	 	500	 	100.0%
	Non-Limited Lifetime Warranty Product
	 	100,000	 	75,000	 	75.0%
	Attach Rate with LLW ARA
	 	100,500	 	75,500	 	75.1%





A list of LLW products will be available on the Cisco Brand Resale
promotion partner portal in August 2007.




Attach Rate Rebate



The attach rate rebate is a maximum of 3 percent of the eligible total
Technical Services net booking of Cisco brand services (resalable)
purchased direct from Cisco during each incentive period. Cisco will issue
all rebates in the form of a credit memo on a quarterly basis to the
partner based on the attach rate percentage achieved in accordance with
Table 4. In order for credit to be made, the product must appear in the
reseller’s attach rate report, available on the Cisco PMC tool.



Attach rate is calculated by using, as the base value, the integrator’s
total monetary value (US$) of all serviceable hardware items sold by the
integrator with Cisco service coverage attached in the current measurement
period. This value is translated to SMARTnet global list price at the NBD
service level and then divided by the total monetary value (US$) of all
serviceable hardware items sold by integrator with Cisco service coverage
available to be attached in the current measurement period and translated
to SMARTnet global list price at the NBD service level.



The attach rate for rebate threshold uses consolidated attach rate with
the LLW ARA applied. The consolidated attach rate includes direct attach
rate and indirect attach rate. In addition, attach rate is calculated by
starting the measurement at the beginning of the 15th month previous and
measuring 12 months forward (referred to as “back 15, come forward 12”).
This means that the most recent 3 months from the date of measure are not
included in the calculation, giving the partner an opportunity to perform
staging and integration services, process service orders, perform coverage
sweeps, and other tasks before the partner is held accountable for the
service attach rate. The result is a much more accurate 12-month attach
rate measurement. Also, it includes the attach rate LLW ARA described in
the previous section.




Table 4.      Service Attach Rate Thresholds and Rebates




			
	 	 	 
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Promotion Guide




Attach rate rebates are calculated on total Technical Services net booking only.




Attach Rate Thresholds and Rebates (August 1, 2007 to Jan 31, 2008)

Calculation is on Total Technical Services Net Booking




	 	 	 	 	 	 	 	 	 
	 	 	Less Than (not inclusive of the	 	 
	More than (inclusive of this number)	 	number except for 100%)	 	Rebate
	90%
	 	 	100	%	 	 	3.00	%
	89%
	 	 	90	%	 	 	2.90	%
	88%
	 	 	89	%	 	 	2.80	%
	87%
	 	 	88	%	 	 	2.70	%
	86%
	 	 	87	%	 	 	2.60	%
	85%
	 	 	86	%	 	 	2.50	%
	84%
	 	 	85	%	 	 	2.40	%
	83%
	 	 	84	%	 	 	2.30	%
	82%
	 	 	83	%	 	 	2.20	%
	81%
	 	 	82	%	 	 	2.10	%
	80%
	 	 	81	%	 	 	2.00	%






Attach Rate Rebate Measurement Period and Booking Period




The attach rate rebate measurement will be based on a rolling 12-month attach rate using regular
PMC attach rate calculation methodology of back 15 months, forward 12 months. For example, attach
rate for the products shipped from August 2006 through July 2007 will be used to determine Q1
rebate. Total Technical Services net booking to Cisco in Cisco Fiscal Q1 will be used to calculate
the rebate amount. (See Table 5.)



Table 5. Attach Rate Rebate Measurement and Booking Periods









FY08 attach rate rebates are calculated on total Cisco Technical Services net booking for the
periods: FY 08 Q1 is from July 29 through October 27, 2007. FY 08 Q2 is from October 28, 2007
through January 26, 2008. This does not include bookings from Cisco Collaborative Services,



	 	 	 
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Cisco Shared Support Program, Partner Voice Support Offering (PVSO) (U.S. only) or Advanced
Services that are based on a statement of work (SOW).



Renewal Rate Rebate




Renewal rate rebate is a maximum of 4 percent of the eligible total Technical Services net booking
of Cisco SMARTnet brand services (resalable) that were directly booked to Cisco during each
incentive period. Cisco will issue all rebates in the form of credits on a quarterly basis to the
partner based on the attach rate percentage achieved in accordance with Table 6. In order for
credit to be made, the product must appear in the reseller’s renewal rate report, available on the
Cisco PMC tool.



PMC renewal rate is calculated by, using as the base value, the partner’s total monetary value
(US$) of all serviceable items with service coverage renewed in the current measurement period.
This value is translated to SMARTnet global list price at the NBD service level for hardware or
SAS/SASU global list price for application software, as applicable, and then divided by the total
monetary value (US$) of all serviceable items with service coverage available for renewal in
the current measurement period and translated to SMARTnet global list price at the NBD service
level for hardware or SAS/SASU global list price for application software, as applicable. Renewal
rate measures incumbent renewals only.



Limited lifetime warranty attach rate adjustment does NOT apply to renewal rate calculations.



	 	 	 
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Table 6. Service Renewal Rate Thresholds and Rebates




Renewal Rate Thresholds and Rebates (August 1, 2007 to Jan 31, 2008)

Calculation is on Total Technical Services Net Booking




	 	 	 	 	 	 	 	 	 
	 	 	Less Than (not inclusive of the	 	 
	More than (inclusive of this number)	 	number except for 100%)	 	Rebate
	90%
	 	 	100	%	 	 	4.00	%
	89%
	 	 	90	%	 	 	3.80	%
	88%
	 	 	89	%	 	 	3.60	%
	87%
	 	 	88	%	 	 	3.40	%
	86%
	 	 	87	%	 	 	3.20	%
	85%
	 	 	86	%	 	 	3.00	%
	84%
	 	 	85	%	 	 	2.80	%
	83%
	 	 	84	%	 	 	2.60	%
	82%
	 	 	83	%	 	 	2.40	%
	81%
	 	 	82	%	 	 	2.20	%
	80%
	 	 	81	%	 	 	2.00	%
	79%
	 	 	80	%	 	 	1.80	%
	78%
	 	 	79	%	 	 	1.60	%
	77%
	 	 	78	%	 	 	1.40	%
	76%
	 	 	77	%	 	 	1.20	%
	75%
	 	 	76	%	 	 	1.00	%






Renewal Rate Rebate Measurement Period and Booking Period




Renewal rate rebate is measured quarterly for all serviceable items with service
coverage available for renewal in the measurement period. For purposes of metrics,
Cisco quarters are aligned to calendar months. For example, Q1 ends October 31, Q2 ends
January 31. The booking period will be Cisco fiscal quarters. Table 7 is for illustration
purposes only.



Table 7. Renewal Rate Rebate Measurement and Booking Periods




	 	 	 	 	 	 	 	 	 	 	 
	Cisco Fiscal 08
	Q1	 	Q2
	Aug ’07	 	Sep ’07	 	Oct ’07	 	Nov ’07	 	Dec ’07	 	Jan ’08
	Renewal Rate Measurement Window
	 	Renewal Rate Measurement Window

	8/1/07-10/31/07
	 	11/1/07-1/31/08

	 	 	 	 	 	 	 	 	 	 	 
	Total Technical Services Net Booking
	 	Total Technical Services Net Booking

	Calculated for Period 7/29/07-10/27/07
	 	Calculated for Period 10/28/07-1/26/08







FY08 renewal rate rebates are calculated on total Cisco Technical Services net booking for
the periods: FY 08 Q1 is from July 29 through October 27, 2007; FY 08 Q2 is from October
28, 2007 through January 26, 2008. This does not include bookings from Cisco Collaborative
Services, Cisco Shared Support Program, Partner Voice Support Offering (PVSO) (U.S. only)
or Advanced



	 	 	 
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Services that are based on a statement of work (SOW).



Round Up Methodology




Both attach rate and renewal rate will be rounded to one decimal place after truncating to two
decimal places rounded in PMC. For example, if the attach rate or renewal rate is 0.8494 (= 84.94
percent), this number will be rounded to 84.9 percent. 0.8495 (= 84.95 percent) will be rounded to
85 percent. This methodology will be used for attach rate, attach rate with LLW ARA, and renewal
rate. Table 8 shows the details of renewal rate as an example.



Table 8. Rounding Up Methodology




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Technical	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Services Net	 	 
	 	 	 	 	 	 	 	 	 	 	Calculation	 	 	 	 	 	Renewal	 	 	 	 	 	Booking	 	 
	 	 	 	 	 	 	 	 	 	 	of	 	 	 	 	 	Rate Used	 	 	 	 	 	(Direct to	 	 
	 	 	 	 	 	 	 	 	 	 	Opportunity	 	 	 	 	 	for Rebate	 	 	 	 	 	Cisco	 	 
	 	 	 	 	 	 	 	 	 	 	vs.	 	Renewal	 	credit Round	 	 	 	 	 	Resalable	 	 
	 	 	Renewal	 	Actual	 	Renewed	 	Rate Before	 	Up at 1st	 	 	 	 	 	Cisco Brand	 	Renewal
	 	 	Opportunity	 	Renewal	 	Services	 	Round Up	 	Decimal	 	Rebate %	 	Resale only)	 	Rebate
	Situation A
	 	 	1,000,000	 	 	 	749,599	 	 	 	0.749500	 	 	 	74.95	%	 	 	75.0	%	 	 	2	%	 	 	2,000,000	 	 	 	40,000	 
	Situation B
	 	 	1,000,000	 	 	 	749,499	 	 	 	0.749400	 	 	 	74.94	%	 	 	74.9	%	 	 	0	%	 	 	2,000,000	 	 	 	0	 






	 	 	 
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Partners may be entitled to receive a credit against future purchases based on their ability to
renew service in the measurement period from February 1 through July 31. Cisco will issue credits
on a quarterly basis to partners based on the renewal rate percentage achieved in accordance with
Table 6. Credit will be calculated based on a partner’s total monetary value (US$) of all services
renewed under this exhibit. Other product that is renewed will not be included under the renewal
rate credit calculation.



Total Technical Services Net Booking




Attach rate and renewal rate rebates are calculated on total Technical Services net booking (in
U.S. dollars). Total Technical Services net booking is the net amount directly booked to Cisco for
the partner’s purchases of Cisco brand services that are resalable. Cisco brand Technical Services
that are resalable include, for example, SMARTnet, SMARTnet Onsite, SAS, SASU, Cisco Unified
Communications Essential Operate and Select Services, and Cisco Smart Foundation, but do not
include SP Base, which is not for resale. For a list of Cisco Technical Services available for
resale, visit the service description page at www.cisco.com/go/servicedescriptions. Also,
partner service programs such as Shared Support, PVSO (U.S. only), or SMARTspares will not be
included. Total Technical Services net booking will include net of any price deviations and
cancellation of orders in the quarter. 70 percent of the Advanced Services SKU base is considered
to be technical support and will be included in the net booking. Statement of Work (SOW) base
Advanced Services and Remote Management Services are not included. Indirect bookings will also not
be included. Booking terms are aligned to Cisco fiscal quarters. For example, FY 08 Q1 is from July
29 through October 27, 2007. FY 08 Q2 is from October 28, 2007 through January 26, 2008.



Tracking the Metrics




Attach rate and renewal rate metrics are calculated using the SMARTnet service NBD U.S. one-year
list price equivalent to all technical support services during the measurement period (that is,
normalized to the SMARTnet NBD list price) in PMC. Metrics will be updated on the PMC tool on
the 15th of each month for the previous month’s data.



Partners can track their details of attach rate and renewal rates using the PMC tool. Complete
explanations of attach rate, renewal rate, and dollar-based metrics can be found on the Cisco PMC
tool at www.cisco.com/en/US/partner/partners/metrics.shtml. Also, the Cisco Brand Resale
promotion partner portal will be available for attach rate, LLW ARA base attach rate, and renewal
rate from August 2007. If a data discrepancy is found, the partners need to open a case through the
Service Support Center (SSC).



Promotion Terms and Conditions





	 	•	 	The Cisco Brand Resale promotion for Technical Services is valid from August 1, 2007
through January 31, 2008 (promotion booking dates: Cisco FY 08 Q1 is from July 29 through
October 27, 2007. Cisco FY 08 Q2 is from October 28, 2007 through January 26, 2008.)
	 
	 	•	 	Partners are required to have a current Cisco Brand Resale support exhibit in effect.
For purposes of clarification, Cisco considers a current Cisco Brand Resale support exhibit
as one in which the partner has an obligation to ensure that their End Users are made aware
of the terms of the Cisco services the end user has purchased from the partner and that
Cisco is delivering the Cisco services on behalf of the partner. This exhibit is commonly
referred to as Enhanced Cisco Brand Resale.
	 
	 	•	 	Partners are also required, by August 31, 2007, to agree to the new discount structure (for





	 	 	 
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	 	 	 	the period October 1, 2007 through September 30, 2008) through an
automated online acceptance (“Click to Accept”) that will accompany
the promotion registration. The Click to Accept will amend the
current resale agreement between the parties.
	 
	 	•	 	Partners are required to register
for the promotion using “Click to Accept” before August 31, 2007.
	 
	 	•	 	Terms of this promotion shall
supersede any other alternate promotion or agreement with Cisco
in which Partner was eligible to receive credits or rebates
related to the same subject matter. Under no circumstance shall
Partner receive credits or rebates under both this promotion and
any other alternate promotion or agreement with Cisco related to
subject matter described herein.
	 
	 	•	 	The attach rate measured for Cisco
Fiscal Year 2008 Q1 rebates is the service attached on the
products shipped from August 1, 2006 through July 31, 2007.
Service can be attached on these products through October 31,
2007. The attach rate measured for Cisco Fiscal Year 2008 Q2
rebates is the service attached on the products shipped from
November 1, 2006 through October 31, 2007. Service can be
attached on these products through January 31, 2008.
	 
	 	•	 	The attach rate to determine the
rebate threshold uses consolidated attach rate with the limited
lifetime warranty attach rate adjustment applied. The
consolidated attach rate includes direct attach rate and indirect
attach rate
	 
	 	•	 	The Renewal Rate measurement period
for Cisco Fiscal Year Q1 rebates is from August 1, 2007 through
October 31, 2007. The Renewal Rate measurement period for Cisco
Fiscal Year Q2 rebates is from November 1, 2007 through January
31, 2008.
	 
	 	•	 	All Cisco Brand Resale partners,
direct tier-one partners (system integrators) except Cisco Global
Services Alliance partners and Regional Services Alliance
partners are eligible during the promotion period.
	 
	 	•	 	Rebates are valid for the United States and Canadian partners only.
	 
	 	•	 	Cisco reserves the right to refuse
this offer to deals that do not comply with the intent of this
promotion.
	 
	 	•	 	Rebate is based on partners
meeting full eligibility criteria described in the promotion
guide. Partner must achieve more than 80 percent service
consolidated attach rate (with LLW ARA base) thresholds and/or
more than 75 percent renewal rate thresholds
	 
	 	•	 	All rebates are paid quarterly in the form of credit memos in U.S.
dollars.
	 
	 	•	 	Rebates are calculated using total
Technical Services net booking of Cisco brand services (resalable
services) that were booked direct to Cisco, which is inclusive of
70 percent of SKU base Advanced Services booking, net of any
price deviations and cancellation of orders during Cisco fiscal
quarters Q1 and Q2, FY08. (Cisco FY 08 Q1 is from July 29 through
October 27, 2007. Cisco FY 08 Q2 is from October 28, 2007 through
January 26, 2008.) For a list of Cisco Technical Services
available for resale, visit the service description page
at www.cisco.com/go/servicedescriptions
	 
	 	•	 	Rebates are typically credited by
the end of the following quarter. For example, for Cisco Q1
rebates will be credited by the end of Cisco Q2 (January 26,
2008)
	 
	 	•	 	The minimum rebate credit
amount for one incentive period is two hundred dollars
(US$200), which will not be carried over between
quarters.
	 
	 	•	 	Purchases made through an indirect
relationship or partner brand with Cisco (for example, Shared
Support) or purchase from distributors will not be included in
the total Technical





			
	 	 	 
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	 	 	 	Services net booking and therefore will not be included in any
rebate calculations under this promotion.
	 
	 	•	 	Partners will have access to the
Cisco published total Technical Services net booking, attach
rate, LLW ARA base attach rate, and renewal rate on the partner’s
profile page on the Cisco Brand Resale promotion partner portal.
If the partner believes there are any discrepancies between the
Cisco published bookings and the partner’s own records, the
partner is responsible for identifying such potential
discrepancies to Cisco. The deadline for reporting any
discrepancies is two weeks after the date that the attach rate,
LLW ARA base attach rate, or renewal rate is posted at the Cisco
Brand Resale promotion partner portal.
	 
	 	•	 	Partner is responsible for
providing complete information to enable service contracts to be
registered. Attach and renewal rate rebates will be based on
registered contracts only.
	 
	 	•	 	If a partner’s status changes
during this promotion period from purchasing solely through a
Cisco authorized distributor to purchasing direct from Cisco, the
partner will be allowed to register for this promotion but will
not receive any rebates until they complete a full quarter even
though the promotion period has already begun. The partner, who
has entered into this promotion, will be entitled to receive any
earned Cisco Brand Resale promotion service incentive rebates for
performance and bookings, providing the partner completes at
least one full quarter during the six-month incentive period. For
example, if a partner enters the promotion during the first
quarter of the six-month incentive period, rebates will only be
credited on the second quarter’s bookings. Rebates will not be
prorated if the partner’s status changes mid-quarter. Partners
will be measured on the available attach rate and renewal rate
data at the end of measurement period. The consolidated attach
rate is based on PMC and LLW ARA methodologies and the renewal
calculation methodology is based on PMC.
	 
	 	•	 	If a brand new partner who has no
shipping or booking history with Cisco, becomes a Cisco Brand
Resale partner during this promotion, the partner will be allowed
to register for this promotion but will not receive any rebates
until they complete a full quarter even though the promotion
period has already begun. The partner, who has entered into this
promotion, will be entitled to receive any earned Cisco Brand
Resale promotion service incentive rebates for performance and
bookings, provided the partner completes at least one full
quarter during the six-month incentive period. The consolidated
attach rate is based on the measurement period at the end of the
promotion end date. For brand new partners, Cisco anticipates
there will be no renewal data available. If the new partner has
renewal data, Cisco will use the renewal rate available at the
end of the measurement period.
	 
	 	•	 	If a partner who is approved in the
Cisco Brand Resale promotion signs a Cisco Global Services
Alliance contract or a Regional Services Alliance contract, or
becomes a tier-two partner, that partner will become ineligible
to participate in the Cisco Brand Resale promotion. The partner
will be entitled to receive any earned Cisco Brand Resale
promotion service incentive rebates for performance and bookings
providing the partner completes at least one full quarter during
the six-month incentive period. For example, if a partner’s
status changes during the second quarter of the six-month
incentive period, rebate credits will only be calculated upon the
first quarter’s bookings. Rebates will not be prorated if the
partner’s status changes mid-quarter.
	 
	 	•	 	Partners are responsible for
tracking their attach and renewal rate metrics and should refer
to the PMC tool for their official attach rate and
renewal rate metrics. Attach rate summary data with LLW ARA will
also use the PMC data but will be calculated outside of PMC and
will be posted at the Cisco Brand Resale promotion partner
portal. The details that make up





			
	 	 	 
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	 	 	 	either the attach rate or renewal rate metric will be available
directly in PMC. Information obtained from Cisco account management
personnel will not take precedence over the information on the PMC
tool or Cisco Brand Resale promotion Website and will not be
honored in any disputes. In order to correct any error in the PMC
tool, partners must open an online case with the PMC administrator
to correct it on the PMC tool by selecting the Service Support
Center (SSC) link at
http://tools.cisco.com/CustAdv/PP/smIntroduction.do . This
link is also available on the Cisco PMC
http://tools.cisco.com/CustAdv/PP/smIntroduction.do or Cisco
Brand Resale promotion Website.
	 
	 	•	 	Partner is responsible for
familiarizing itself and complying with all Federal State and
Local Government rules regarding acceptance of credits or
rebates.
	 
	 	•	 	Cisco reserves the right to
modify or cancel the promotion at its discretion without
prior notice to channel partners.
	 
	 	•	 	In addition to any of its other
remedies, Cisco reserves the right to terminate a partner from
participation in this promotion for the following reasons: (a)
submission of false, misleading, or incomplete promotion
information, including claims for sales made under the
promotion; (b) other fraud or abuse of this or other Cisco
marketing or sales promotions; (c) the distribution of products
purchased from any source other than Cisco or an authorized
Cisco distributor; and (d) the sale of Cisco products or
services to anyone other than an end user.
	 
	 	•	 	Partner acknowledges that
they have read and understood the Cisco Brand Resale
promotion guide.





Definitions



Advanced Services SKU based: Cisco subscription-based Advanced Services
that bundle Technical Services and Advanced Services. For example,
SKU-based NOS (Network Optimization Service) is made up of SMARTnet and
Advanced Services.



Attach rate: Attach rate measures a partner’s ability to sell service
alongside the hardware they sell. The attach rate metric looks only at
the current measurement period service agreement sales associated to
hardware originally sold by the partner. The attach rate measures the
SMARTnet NBD at U.S. list price of new service contracts sold on new
equipment purchased compared to the SMARTnet NBD at U.S. list price on
all new equipment purchased.



Attach Rate Adjustment (ARA): A methodology that will remove
uncovered LLW products from the Cisco attach rate calculation.
Partners who register for the Cisco Brand Resale promotion will have
ARA applied to their attach rate calculation.



Direct: Represents purchases made directly from Cisco. For purposes of
attach rate metrics, direct attach rate means the attach rate on product
purchased directly from Cisco. For bookings, direct means service
purchases made directly from Cisco.



Indirect: Represents purchases made from Cisco authorized distributors.
For purposes of attach rate metrics, indirect attach rate means the
attach rate on product purchases from Cisco authorized distribution
partners. For bookings, Cisco does not count Indirect purchases.



Limited lifetime warranty (LLW): Certain Cisco products have a warranty
type known as limited lifetime warranty. A list of LLW products will be
available on the partner portal in August 2007.




			
	 	 	 
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Partner: The party who has executed a systems integrator Agreement (SIA)
with Cisco




Renewal rate: Renewal rate is calculated on service business expiring in
the current measurement period (the year spanning August 1 to July 31).
It compares the dollar value of covered serviceable items available for
renewal and the Partner’s performance in renewing those serviceable
items. Renewal rate looks at the aggregate renewal performance in a
given Cisco fiscal year, regardless of the age of the item covered on a
service contract and whether the partner originally sold the hardware.




Related Links




Performance
Metrics Central: www.cisco.com/en/US/partner/partners/metrics.shtml




Service Contract Center: www.cisco.com/public/scc/




Cisco
CAM Locator: tools.cisco.com/WWChannels/CAMLOC/jsp/cam_locator.jsp




Cisco
Service Description: www.cisco.com/go/servicedescriptions




Cisco
Technical Services:
www.cisco.com/en/US/products/svcs/ps3034/serv_category_home.html




Cisco
Service Expert Program:
www.cisco.com/E-Learning/pa/pec/csep/m01/m01_t01_p01.shtml



	 	 	 	 	 	 	 
	


	 	Americas Headquarters

Cisco Systems, Inc.

170 West Tasman Drive

San Jose, CA 95134-1706

USA

www.cisco.com

Tel: 408 526-4000

800 553-NETS (6387)

Fax: 408 527-0883

	 	Asia Pacific Headquarters

Cisco Systems, Inc.

168 Robinson Road

#28-01 Capital Tower

Singapore 068912

www.cisco.com

Tel: +65 6317 7777

Fax: +65 6317 7799

	 	Europe Headquarters

Cisco Systems International BV

Haarlerbergpark

Haarlerbergweg 13-19

1101 CH Amsterdam

The Netherlands

www.europe.cisco.com

Tel: +31 0 800 020 0781

Fax: +31 0 20 357 1100







Cisco has more than 200 offices worldwide. Addresses, phone numbers, and fax numbers are
listed on the Cisco Website at www.cisco.com/go/offices.



[ILLEGIBLE]




			
	 	 	 
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© 1992-2007 Cisco Systems, Inc. All rights reserved. This
document is For Cisco Internal Use Only.
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