EX-10.10



 





Exhibit 10.10




TECHNICAL SERVICES AGREEMENT NUMBER 002335




Statement of Work




for

Technical Services and Interoperability Verification



This Statement of Work Number 1 (this “SOW”) adopts and incorporates by reference the terms
and conditions of the Technical Services Agreement Number 002335
(“Agreement”) dated December 9,
2005 between International Business Machines Corporation (“IBM”) and Voltaire, Inc. (“Voltaire”).
This SOW is effective beginning upon the signing of this SOW by both parties (“Effective Date”) and
will remain in effect for two (2) years unless earlier terminated or extended in accordance with
the SOW or the Agreement. Work performed under this SOW will be conducted in accordance with and
be subject to the terms and conditions of this SOW and the Agreement.





	1.0	 	Scope of Work
	 
	 	 	Under this SOW, IBM will perform the following activities:






	 	§	 	Provide assistance to Voltaire in Voltaire’s development of a switch module and
daughter card for use within an IBM BladeCenter chassis.
	 
	 	§	 	Provide testing services to help verify interoperability of Voltaire’s 10 Gigabit
InfiniBand switch module and 2-port InfiniBand daughter card with a portion of IBM’s
eServer BladeCenter Cluster 1350 configurations
	 
	 	§	 	Offer attribution on the IBM BladeCenter Interoperability Program website




The foregoing as specifically described herein shall be the “Services”. In
furtherance of the above, IBM will provide to Voltaire the IBM Deliverables and Services as
described in Section 3.0 of this SOW.



All information exchanged between the parties shall be deemed non-confidential unless provided
pursuant to Confidential Disclosure Agreement (“CDA”) number 4901RL0491, Supplement number
4904RL1048, which is hereby incorporated by reference into this Agreement.




			
	 	 	 
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	2.0	 	Definitions
	 
	 	 	Capitalized terms in this SOW have the following meanings. The Base Agreement and its
Attachments define additional terms that will also apply to this SOW unless otherwise
indicated.
	 
	 	 	“Advertising Guidelines” means the guidelines specified in Exhibit B and any IBM updates
thereto, which set forth the proper treatment and use of the Program Name that IBM devises
for the program.
	 
	 	 	“Code” means statements, instructions, and programs, whether in human readable “Source Code”
form, or machine readable “Object Code” form, which are intended to bring about a certain
result in the operation of a computer.
	 
	 	 	“Error” means any material (1) mistake, problem or defect that causes an incorrect
functioning or non-functioning of Code as relates to the Code’s formal written
specification, (2) incorrect or incomplete statement or diagram in documentation that may
cause an incorrect functioning or non-functioning of a product relative to the product’s
formal written specification, or (3) other mistake, problem or defect that causes a product
not to perform in the manner intended as set forth in product’s formal written
specification.
	 
	 	 	“Marketing Materials” means advertising, promotional and informational items for Voltaire’s
product under consideration such as packaging, brochures, signs, posters, and flyers.
	 
	 	 	“Product(s)” means those products produced or marketed by or for Voltaire and that are
listed and described in Exhibit A. Products encompass any related documentation, and any new
releases, maintenance modifications, engineering changes, upgrades, enhancements, or new
versions of any product listed in Exhibit A.
	 
	 	 	“Program” means the “IBM eServer BladeCenter Interoperability Program” which is
a program for testing the interoperability of IBM’s customer’s products (in this case,
Voltaire) with IBM eServer BladeCenter products.
	 
	 	 	“Program Name” refers only to the name of this program.
	 
	 	 	“SDV” means System Design Verification Test. This test validates the functional operation
of the key components identified.
	 
	 	 	“SIT” means System Integration Test. This test validates the interoperability of this
product within the specified BladeCenter configurations.
	 
	3.0	 	IBM Deliverables and Responsibilities
	 
	 	 	IBM Deliverables and Services to be provided to Voltaire under this SOW are:






	 	•	 	Jointly develop a mutually-agreed technical requirements document at the
commencement of the project
	 
	 	•	 	Deliver BladeCenter-2 high speed switch module specifications, revision 2.0 or later
of the daughter card specifications that addresses information pertaining to high-speed
daughter card, and updates related to mechanical, power and thermal designs as set
forth herein
	 
	 	•	 	Place on bailment with Voltaire IBM BladeCenter-2 chassis and blades (4 chassis and
16 blades) to enable Voltaire to carry out the initial verification of their product
under the EPLA Number 4905RL2319. The EPLA defines the duration and the terms of the
loan agreement. On written notice and during business hours IBM may enter Voltaire’s
premises to inspect OR to retrieve such items at IBM’s sole cost and expense.






			
	 	 	 
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	 	•	 	Develop and deliver the Cluster 1350 test plan in a format determined by IBM
	 
	 	•	 	Perform interoperability verification of Voltaire’s products under consideration
with IBM’s eServer Cluster e1350 BladeCenter configuration.






System Design Verification (SDV) – Mid-February to Mid April of 2006




	 	§	 	Management module validation
	 
	 	§	 	Basic box services validation






System Integration Testing (SIT) – estimated by May to July 2006




	 	§	 	Configurations defined in test plan






	 	•	 	Grant membership into the BladeCenter Interoperability Program subject to payment
hereunder and during the term of this SOW, and provide posting of test results on the
BladeCenter Interoperability Program website within a month from the successful
completion of the test. The address of this website is as follows:
	 
	 	 	 	http://www-1.ibm.com/servers/eserver/bladecenter/alliance/index.html

This website may also list the IBM products that are part of the cluster e1350
configuration along with the network operating systems used during interoperability
verification with the Voltaire products.






This SOW addresses a single cycle of testing. Ongoing tests to help enable compliance with
the latest releases of BladeCenter hardware and software are performed on a fee basis and
are outside the scope of this SOW.




If changes to the Voltaire deliverables are required due to IBM specifications changes
during the test phase, IBM will work with Voltaire to validate the changes at no additional
charge to Voltaire.




In addition to any meetings, working groups, reviews or reporting required under this SOW, IBM shall
provide Voltaire from time to time with, subject to IBM’s business needs and as IBM deems appropriate,
certain access to its personnel who are performing the Services and reasonably detailed information
related thereto. Such access shall be at Voltaire’s reasonable written request and mutually convenient
times, and may include (without limitation) teleconferences, email, face-to-face meetings or other
visits to IBM’s facility as IBM determines appropriate and subject to IBM’s on-site rules.




	3.1	 	Interoperability Verification






	 	§	 	IBM will be responsible for SDV and SIT as detailed in the test plan document.
	 
	 	§	 	IBM will post Voltaire’s products that it finds to successfully pass the
interoperability verification on the IBM eServer BladeCenter
Interoperability Program web site. IBM Products that IBM determines to be
relevant and which are part of the cluster 1350 configuration will be
listed, as will the network operating systems that were used in the
successful test. Please note that this posting does not represent
certification and should not be considered as a warranty or an endorsement
of any kind. This will be a general “AS IS” statement of passing the
applicable interoperability test among Products at a point in time.
	 
	 	§	 	IBM will provide a written notice of products that have failed
interoperability testing per IBM’s testing specifications. Voltaire
agrees to review the test results and provide IBM with a written response
within fifteen (15) business days of Voltaire’s receipt of IBM’s notice.
Voltaire’s response, which will be signed by an authorized representative,
will indicate concurrence or non-concurrence with the test results. If
Voltaire does not concur with IBM’s position, the written response must
include with specificity the reason for non-concurrence. If no response is






			
	 	 	 
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	 	 	 	received within the ten (10) business day period, the test results will be
accepted. IBM agrees not to post any results of failed testing and not to
otherwise disclose such results or applicable Products in any manner.
	 
	 	§	 	The license granted to Voltaire as described in Section 5.1 hereunder to
use the Program Name for use on Voltaire’s Marketing Materials under
discussion is contingent upon the following:






	 	o	 	Products have undergone
successful interoperability verification by IBM and have
passed, and
	 
	 	o	 	Voltaire’s concurrence
with the test results as specified above.




After completion of the above two tasks, IBM may use the Voltaire’s product names and company name
without charge or further approvals in any of its lists of compatible products, and in any of its
promotional materials concerning the Program, subject to Voltaire’s approval. IBM will include in
all such promotional materials all of Voltaire’s applicable copyright and trademark notices as they
appear on or in the Voltaire’s product.





	 	§	 	Notwithstanding anything to the contrary herein, IBM makes no
representations or warranties whatsoever that it will use such names in
promotional materials nor with respect to Voltaire’s products including,
but not limited to, any warranty that the Voltaire’s products is or will
interoperate with any IBM products or with any operating environments or
configurations. Voltaire shall make no representation that indicates or
implies any such guarantee or warranty on the part of IBM.
	 
	 	§	 	In consideration of the payments set forth in Section 9.0 hereunder, IBM
will test the interoperability of Voltaire’s products as specified herein
with IBM eServer BladeCenter cluster 1350 products identified in Exhibit C.
Upon failure, Voltaire will be notified in writing and given a reasonable
amount of time (not to exceed 30 business days) to resolve conflicts.
	 
	 	§	 	IBM agrees not to post any results of failed testing and not to
otherwise disclose such results or applicable Products in any manner.
	 
	 	§	 	Voltaire agrees to provide IBM with an agreed number of samples of its
products without charge to IBM (including any related software and device
drivers) so that they may be tested as described herein at an IBM
designated testing facility for interoperability with IBM’s e-Server
BladeCenter cluster 1350 products. The products will be provided in
accordance with the terms and conditions of Section 8.0 hereunder and
subject to the other restrictions in this Agreement. It is expected that
Voltaire will thoroughly test all functions of the products (hardware,
software, and device drivers) before providing them to IBM.






	4.0	 	Voltaire Deliverables and Responsibilities
	 
	 	 	Voltaire will provide the following deliverables to IBM under this SOW:






	 	•	 	Design and development of the hardware and associated software for Voltaire’s 10
Gigabit InfiniBand pass-through switch module and its 2-port InfiniBand host channel
adapter for BladeCenter-2
	 
	 	•	 	System design document
	 
	 	•	 	Unit and functional testing
	 
	 	•	 	Certifications (EMC, UL, FCC, safety)
	 
	 	•	 	Provide the following equipment to carry out the interoperability verification activities :






			
	 	 	 
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	 	•	 	SDV by 02/06/2006 6 switch modules
	 
	 	•	 	16 host channel adapters






SIT by 04/23/2006




	 	•	 	12 switch modules
	 
	 	•	 	29 host channel adapters






Voltaire will provide IBM with the following products: 2-stand-alone 9024 and 1- 9096
InfiniBand switches and other agreed samples of its products.




	 	•	 	Voltaire’s technical coordinator will, upon the request of IBM, expedite the
correction of operational errors discovered during interoperability verification.
Voltaire’s technical coordinator will contact IBM’s technical coordinator for the
purpose of this engineering service.
	 
	 	•	 	Voltaire shall at all times during the term of this SOW ensure that the Marketing
Materials represent Voltaire’s products as only under consideration by this SOW and
Voltaire shall otherwise ensure that it complies with the Advertising Guidelines.
	 
	 	•	 	Voltaire shall provide one (1) complete copy of the Marketing Materials concerning
products to be used in interoperability testing to its designated contact at IBM. IBM
shall review the Marketing Materials supplied by Voltaire within ten (10) business days
and may request reasonable modifications (with the exception of those items that
pertain to the pricing of Voltaire’s product and services) as they concern the
interoperability of its products with the IBM products. Such reviews and modification
requests shall not be construed to make IBM responsible for the contents of the
Marketing Materials, and Voltaire shall remain solely responsible for such contents.
Voltaire agrees to make any reasonable modifications to the Marketing Materials that
may be requested by IBM with respect to references to and the use of the Program Name.
Assuming Voltaire complies with the foregoing, failure by IBM to respond within the ten
(10) business day period described in this paragraph shall be deemed as approval with
no changes required Voltaire agrees to change, at its own expense, any Marketing
Materials that IBM, in its sole judgment, determines to be inaccurate or misleading in
respect of any IBM product, or a misuse of its trademarks, trade names, and product
names, program names, logos, emblems or the like. Voltaire shall immediately cease the
use of any materials that IBM deems to be in violation of this or any other section of
this Agreement.
	 
	 	•	 	Voltaire shall promptly notify IBM of any unauthorized use or attempted use by any
other person, firm or corporation to use the Program Name, or any imitation thereof of
which Voltaire becomes aware. Voltaire shall also notify IBM promptly of any
litigation instituted or threats of litigation by any person, firm, corporation, or
governmental agency against Voltaire involving the Program Name, or the Voltaire
relationship with IBM under this Agreement. IBM shall have the sole right to decide
whether or not proceedings shall be brought against third parties and to control any
administrative proceeding or litigation involving the Program Name. IBM shall have the
sole right to defend the Program Name at its expense, against imitation, infringement,
or any claim of prior use. In the event IBM undertakes the defense or prosecution of
any litigation relating to the Program Name, Voltaire shall, at IBM’s expense, execute
any and all documents and do such acts and things as may be reasonably necessary to
carry out such defense or prosecution.
	 
	 	•	 	Anytime Voltaire uses the Program Name it must include the following disclaimer.
“IBM makes no guarantee or warranty regarding the interoperability of specific
products.”
	 
	 	•	 	An additional objective of this Program is to ensure that Program participants are
current with leading industry technology and are capable of providing problem
determination and resolution to IBM with respect to Products, so that IBM may in turn
provide its customers with timely and accurate support relating to the installation,
configuration and set-up of Products with IBM eServer BladeCenter products.
Accordingly, Voltaire must agree to maintain such capability by membership in
associations such as TSANet or equivalent, or by otherwise







			
	 	 	 
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	 	 	 	making arrangements to provide to IBM problem determination and resolution on a timely
basis with respect to Products so that IBM can support its customers.
	 
	 	•	 	For all eServer BladeCenter Interoperability Product(s), Voltaire must obtain
Microsoft Hardware Interoperability Listing (“HCL”) certification/approval within
ninety (90) days of eServer BladeCenter interoperability verification if there is an
appropriate category for Voltaire products.






Voltaire shall provide IBM access to the appropriate personnel as required for the
successful completion of this project.




For all Voltaire inputs and responsibilites under this SOW, Voltaire will provide timely and
quality inputs and approvals to IBM. Voltaire acknowledges that failure to provide such
inputs and approvals will lead to an equitable adjustment of estimated schedules, pricing
and terms.




Volatire will obtain, at no charge to IBM, any permissions and consents necessary for IBM to
lawfully use any Customer Deliverables provided by Voltaire hereunder in such a way as to
enable IBM to perform its scope of services.




	5.0	 	Grant of Licenses






	 	5.1	 	IBM’s Licenses to Voltaire






	 	5.1.1	 	Subject to the payment by Voltaire and to all terms and
conditions of this SOW and Agreement, including, but not limited to completion
of interoperability verification and concurrence by IBM that Voltaire’s Product
has passed such testing, IBM will grant Voltaire a worldwide, non-exclusive,
non-transferable (except pursuant to any assignment permitted under the
Agreement), and revocable license to use the Program Name solely in Voltaire’s
Marketing Materials for Voltaire’s Product during the term of this Program SOW.
This license is personal to Voltaire and is specific to each Product, and the
license to one Product does not extend to any other product or service.
	 
	 	5.1.2	 	Voltaire does not have the right to sublicense the use of the
Program Name.
	 
	 	5.1.3	 	Voltaire’s use of the Program Name must comply with the
Advertising Guidelines. At its sole discretion and with reasonable notice to
Voltaire, IBM is entitled to make modifications and changes to the Program
Name, or the Advertising Guidelines, and Voltaire must agree to comply with any
reasonable changes. Any failure to comply with the Advertising Guidelines will
be deemed to be a material breach of this Agreement. Whether or not a specific
use is covered by the instructions in the Advertising Guidelines, Voltaire
agrees to refrain from using the Program Name in a manner that would bring the
Program or IBM into disrepute.
	 
	 	5.1.4	 	Other than the express, limited license granted herein,
Voltaire shall not have nor shall Voltaire acquire any right, license or
interest in the Program Name. All goodwill arising from the use of the Program
Name, and any trademark that may be contained therein, shall inure to the sole
benefit and become the sole property of IBM. Voltaire agrees not to attack or
challenge the validity of the Program Name as a trademark, or claim any right,
title, or interest in or to the Program Name, or any trademark that may be
contained therein.






	 	5.2	 	Voltaire’s Licenses to IBM. In each case, during the term of this SOW and
subject to the terms of the Agreement:







			
	 	 	 
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	 	5.2.1	 	Voltaire grants IBM a worldwide, non-exclusive,
non-transferable (except pursuant to any assignment permitted under the
Agreement), royalty-free and paid up license to use its product and other
information provided by Voltaire solely to perform testing for the Program in
accordance with Section 3.1, “Interoperability Verification” or to have others
do so on its behalf during the term of this SOW.
	 
	 	5.2.2	 	Voltaire grants IBM a non-transferable (except pursuant to any
assignment permitted under the Agreement), worldwide, nonexclusive, royalty
free and paid up right and license to use its product name and other
information provided to IBM in advertisements, Marketing Materials,
documentation, and Internet sites that are applicable to the IBM e-Server
BladeCenter and/or the IBM Cluster 1350 Program and on any lists of products
that are compatible with the IBM e-Server BladeCenter products.
	 
	 	5.2.3	 	Voltaire grants IBM the permission to hot link to the home
page of its web site.
	 
	 	5.2.4	 	Voltaire also grants IBM the non-transferable (except pursuant
to any assignment permitted under the Agreement), paid up right to display
Voltaire’s company’s emblem or logo within the IBM eServer BladeCenter
Interoperability web pages. The foregoing licenses granted to IBM also include
the right of IBM to grant sublicenses of the same or lesser scope to its
Subsidiaries and their successors and assigns.






	6.0	 	Assumptions






	 	§	 	Hardware and software deliverables received from Voltaire must meet the test dates.
If not, verification will be deferred to the next testing cycle
	 
	 	§	 	The activity captured by this document applies only to the 1350 program
	 
	 	§	 	The test cycle will cover only the Linux configurations






	7.0	 	Acceptance Criteria




In all cases where Voltaire is required to review and/or provide acceptance or rejection of any IBM
Deliverables, Voltaire shall provide notice to IBM in writing of any rejection and specifying the
material non-conformance of the IBM Deliverable to the specifications in this SOW and any steps
necessary to resolve such non-conformance, within five (5) business days. Otherwise, the IBM
Deliverable or Service will be deemed accepted upon delivery by IBM.





	8.0	 	Voltaire Product Loan Terms
	 
	 	 	Shipment from Voltaire to IBM shall be made at Voltaire’s expense and will be shipped to an
agreed to location. Return shipment from IBM to Voltaire shall be made at IBM’s expense to a
designated location within a reasonable period after any termination of this SOW.
	 
	 	 	The loaned product shall be a bailment and remain solely Voltaire’s property. IBM shall not
mortgage, pledge or encumber the product in any way. IBM agrees that the loaned product
shall be located at an IBM designated testing facility and shall not be moved to other
non-IBM facilities without Voltaire’s prior written approval.
	 
	 	 	IBM agrees to notify Voltaire of any malfunction of the loaned product of which it becomes
aware. Voltaire agrees to replace any malfunctioning product or instruct IBM to repair any
malfunctioning







			
	 	 	 
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	 	 	product at Voltaire’s option and expense. IBM shall notify Voltaire of any loss or damage to
the loaned product of which it becomes reasonably aware. IBM will return the loaned product
to Voltaire in the same condition as when delivered to IBM, reasonable wear and tear
excepted






	9.0	 	Pricing
	 
	 	 	The price for the IBM Deliverables and Services provided under this SOW (excluding taxes and
like governmental charges as well as excluding approved travel expenses) is five hundred
thousand US dollars (US $500,000).
	 
	 	 	Voltaire shall make the following payments:





	 	 	 	 	 	 	 	 	 
	No.	 	Payment Description	 	Payment Amount
	 	1	 	 	At signing of this SOW (Effective Date)
	 	$	300,000	 
	 	2	 	 	March 31,2006 upon completion of the SDV testing
	 	$	100,000	 
	 	3	 	 	June 30, 2006 upon completion of the SIT testing.
	 	$	100,000	 







All payments shall be made in accordance with the Payment section of the Agreement. In the
event of failure by Voltaire to resolve conflicts due to its equipment, Voltaire shall owe
one hundred percent (100%) of the milestone not achieved. In the event of any early
termination of the SOW for Voltaire’s uncured material breach, Voltaire shall owe a
percentage of the next milestone due




	10.0	 	Communications
	 
	 	 	All communications and notices between the parties relating to the Agreement shall be in
writing and addressed to the attention of the individual signatories, or their successors,
of the Agreement.
	 
	 	 	All communications and notices between the parties relating only to this SOW shall be in
writing and given to the following designated project coordinator.





	 	 	 	 	 
	 	 	For IBM	 	For Voltaire
	Business

	 	Seeta Hariharan,Business

Development Executive 


E-mail : sharihar@us.ibm.com 


Work : 919-522-4808(mobile)
	 	Jeff Schwartz 


Email: jeffs@voltaire.com


Work: 610.222.0267






			
	 	 	 
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	 	 	For IBM	 	For Voltaire
	Technical

	 	Christopher L. Durham, 

BladeCenter Project Manager 


E-mail : cldurham@us.ibm.com 


Work : 919-543-6121
	 	Kobi Levin 


Email: kobil@voltaire.com


Work: +972 (9) 9717675







	11.0	 	Revisions




Either party may, by written notice to the other, request changes to the specifications or work
scope included in this SOW. Any such requests that arise during the proposed project will be
managed through the Project Change Request (PCR) procedure as further described in Section 12
hereunder. The PCR is a procedure to manage project change and may result in adjustments to the
project scope, price and/or estimated schedule.





	12.0	 	Project Change Control Procedure




The following provides a detailed procedure to follow if a change to this SOW is required.





	§	 	A Project Change Request (PCR) will be the vehicle for communicating change. The PCR
must describe the change, the rationale for the change and the effect the change will have on
the project.
	 
	§	 	The designated Project Manager of the requesting party, either Voltaire or IBM, will
review the proposed change, and determine whether to submit the request to the other party.
	 
	§	 	Both Project Managers will review the proposed change and approve it for further
investigation or reject it. IBM will specify any charges for such investigation. If the
investigation is authorized, the Project Managers will sign the PCR that will constitute
approval for the investigation charges. IBM will invoice Voltaire for any such charges. The
investigation will determine the effect that the implementation of the PCR will have on price,
schedule, and other terms and conditions of this SOW.
	 
	§	 	A written Project Change Request (PCR) must be signed by both parties to authorize
implementation of the investigated changes.
	 
	13.0	 	Warranty




IBM warrants that it will provide Services in a workmanlike manner using reasonable care and skill.





	14.0	 	Indemnification






	 	14.1	 	Voltaire shall indemnify IBM, its Subsidiaries and its and their successors
and assigns against any and all third party claims related to: (1) Voltaire’s
Products including any claims that a Product infringes any copyright, patent, trade
secret, trademark or other intellectual property of a third party, or (2) any
marketing claims made by Voltaire or Voltaire’s authorized agents inconsistent with
the provisions of this Agreement, or (3) that Voltaire’s Company Name or Logo or use
thereof by IBM infringes any copyright trademark or similar right of any third party.







			
	 	 	 
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	 	14.2	 	The foregoing indemnities are conditioned on the following:






	 	14.2.1	 	Prompt written notice by IBM to Voltaire of a claim or a proceeding subject
to indemnification. Voltaire shall not be liable under this Section 14 with
respect to
settlement if it does not provide its written approval to the settlement to
IBM, such approval not to be unreasonably withheld or delayed;
	 
	 	14.2.2	 	IBM allowing Voltaire to control the defense or settlement of any third
party claim, and reasonable cooperation by IBM, at Voltaire’s expense, in such
defense and any related settlement negotiations






	15.0	 	Data Privacy




Voltaire agrees to allow IBM to store its contact information, such as names, phone numbers, and
e-mail addresses, in any country where IBM does business and to use such information internally and
to communicate with Voltaire for the purposes of Voltaire’s and IBM’s business relationship.





	16.0	 	Complete Agreement




This SOW in combination with the Agreement is the complete and exclusive expression of the
agreement by the parties relative to the subject matter contained herein. It supersedes all prior
and contemporaneous communications by the parties (whether oral or written or otherwise) and may
only be amended by a signed writing executed by the authorized representatives of the parties.



Accepted and Agreed To By the Authorized Representatives of the Parties:




	 	 	 	 	 	 	 	 	 	 	 
	Voltaire, Inc.	 	 	 	International Business Machines Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ronnie Kenneth
	 	 	 	By:
	 	/s/ Jane E. Munn
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name: Ronnie Kenneth	 	 	 	Name: Jane E. Munn	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: CEO	 	 	 	Title: VP, IBM Engineering & Technology Services	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: 12/14/05	 	 	 	Date: 12/14/05	 	 







			
	 	 	 
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Exhibit A: Voltaire’s Products





			
	 	 	 
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This Exhibit A illustrates Voltaire’s products that are currently (as of the date of
execution of this SOW) expected to undergo interoperability verification.




Host Channel Adapter (HCA) Daughter Board Product Definition





	 	•	 	One Mellanox InfiniHost-III (Arbel) HCA chip
	 
	 	•	 	Two 4x InfiniBand ports
	 
	 	•	 	Onboard 128MB RAM
	 
	 	•	 	SDR signaling support
	 
	 	•	 	Small Form Factor










Active Pass-Thru Module Product Definition





	 	•	 	14 * 4X ports downlink (connected to compute blades)
	 
	 	•	 	14 * 4X ports uplink (facing rear panel)
	 
	 	•	 	4X copper InfiniBand connectors
	 
	 	•	 	Double height module
	 
	 	•	 	Onboard retiming devices
	 
	 	•	 	SDR Signaling Support
	 
	 	•	 	Basic support for BCII chassis management (via I2C)
	 
	 	•	 	Support media converters (for 4X fiber optics fiber)










			
	 	 	 
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Exhibit B: Advertising Guidelines





			
	 	 	 
	IBM Confidential	 	 
	Technical Services Agreement Number 002335	 	 
	Statement of Work #1
	 	Page 13





 









 









	1.0	 	GENERAL OVERVIEW






	 	1.1	 	These Advertising Guidelines set forth the proper treatment and use of the
Program Name on Voltaire’s Marketing Materials and in advertising, promotional
materials, manuals, and documentation. Compliance with these Advertising Guidelines
is solely Voltaire’s responsibility.
	 
	 	1.2	 	The Program Name is the property of IBM. IBM shall maintain control over how
the Program Name is used on Voltaire’s Marketing Materials. Failure to comply with the
Advertising Guidelines, as set forth below, shall be a material breach of the
Agreement.






	2.0	 	USE OF THE LICENSED PROGRAM NAME






	 	2.1	 	The Program Name may only be used in conjunction with Voltaire’s Products
described in this SOW, its packaging, collateral documentation and advertising on the
web page. These Products must have gone through successful interoperability
verification prior to use of this Program Name. The Program Name may never be used on or
in connection with any other products, goods, or services, and particularly, nor on
novelty items or T-Shirts.
	 
	 	2.2	 	The Program Name may not be used as part of or in connection with any other
program name, emblem or insignia.
	 
	 	2.3	 	The Program Name may not be used in a manner that may cause confusion as to the
source or origin of the products or Services being offered. As such, the Program Name
may not be:






	 	2.3.1	 	displayed in a striking and solitary manner by Voltaire;
	 
	 	2.3.2	 	made more prominent than the remainder of the text in which it is
used by Voltaire;
	 
	 	2.3.3	 	as prominent or more prominent than Voltaire’s trademark or
company name; or
	 
	 	2.3.4	 	used as part of the name or other identifier of business, product,
or service not connected with Voltaire’s products covered by this SOW.






	 	2.4	 	Voltaire shall agree not to use any third party trademark, service mark or trade
name in combination with the Program Name without the prior written approval of IBM.
	 
	 	2.5	 	Voltaire shall correct any deficiencies in the use of the Program Name on
Marketing Materials, and cease and desist from further publication or distribution of
the offending materials upon reasonable notice from IBM.
	 
	 	2.6	 	Advertising Claims – Voltaire shall refrain from falsifying or misrepresenting
any fact in Marketing Materials related to the product or the program.
	 
	 	2.7	 	Voltaire shall acknowledge that the Program Name “IBM eServer BladeCenter
Interoperability” is a trademark of IBM and includes several trademarks of IBM. The
first use of the Program Name in any Marketing Materials must be identified in a
footnote or attribution, using the following attribution statement: “IBM, eServer and
BladeCenter are trademarks of International Business Machine Corporation in the United
States, other countries, or both”. In addition, the first reference to the Program Name
in any Marketing Materials must include the proper trademark symbols, as follows: “IBM®
eServerTM BladeCenter® Interoperability”.







			
	 	 	 
	IBM Confidential	 	 
	Technical Services Agreement Number 002335	 	 
	Statement of Work #1
	 	Page 14





 









 






	 	2.8	 	Anytime Voltaire uses the Program Name, it must include the following disclaimer:
IBM makes no guarantee regarding the interoperability of specific products.
	 
	 	2.9	 	IBM may conduct spot checks of the Licensed Products and advertising and may
periodically send out requests for samples to monitor compliance with the Agreement and
these Advertising Guidelines.
	 
	 	2.10	 	Voltaire must correct any deficiencies in its use of the Program Name on the
Marketing Materials or in advertising, and cease and desist from further publication or
distribution of the offending materials upon reasonable notice from IBM. Failure to do
so could result in revocation of the license under the Agreement.
	 
	 	2.11	 	Advertising Claims — The accuracy and appropriateness of all claims used in Voltaire’s
advertising or promotional materials which includes the Program Name is the sole
responsibility of Voltaire, even if IBM is aware of the advertisement or promotional
materials.







			
	 	 	 
	IBM Confidential	 	 
	Technical Services Agreement Number 002335	 	 
	Statement of Work #1
	 	Page 15





 









 











Exhibit C: BladeCenter Interoperability Program Products




			
	 	 	 
	IBM Confidential	 	 
	Technical Services Agreement Number 002335	 	 
	Statement of Work #1
	 	Page 16






 









 







Subject to the terms of this SOW, IBM Products currently (on execution of this SOW)
anticipated to be qualified and posted with Voltaire Products on the BladeCenter Interoperability
Program website:



IBM’s BladeCenter Products



      BladeCenter II Cluster 1350 Solution Chassis




Blades:



HS20 (8853)

LS20 (7971)




Blade Adapters (daughter cards):





None (First paragraph states this is only those adapters in addition to the Voltaire
daughter card.)



BladeCenter Switch Modules





None (Same as above.)


Operating systems include all versions supported by both the IBM BladeCenter products (blades
listed above) and available Voltaire device drivers, these may include (but will not be distributed
by IBM):





Red Hat 4 (x86, AMD64, EM64T,)




SuSE Linux Enterprise Server 10 (x86, AMD64, EM64T,)



On-going Testing





Optional fee-based service. Not included in this SOW.





			
	 	 	 
	IBM Confidential	 	 
	Technical Services Agreement Number 002335	 	 
	Statement of Work #1
	 	Page 17