##### 



Exhibit
10.104
 IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 the PA is not
 1.0 Scope Of Work
  2.0 Definitions
 Code Object Code
 Deliverables
 Documentation
 Enhancements Major Enhancement Basic Enhancements
 Error Corrections
 Externals
 Licensed Work
 Prices
 Royalty
 Tools
 3.0 Licensed Work And Related Deliverables And Services
 3.1 Description of Licensed Work
 Code Name
    
    Version
    
    Description
    
    Documentation
    
    Format
    
    Delivery RequirementsVirtual File 
Manager (VFM)
    
    6.0
    
    
    
    Comprehensive
enterprise file
data management
solution;
    
    Online
    
    Object Code
    
    CD, License key documentation
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 1 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Product/Operating Systems Supported:
 Licensed Work
    
    Operating System(s) SupportStorageX Server or Monitoring Agent
    
      Microsoft Windows 2000 SP4  Windows 2003 Enterprise Server 2003, SP1, R2
(32-bit)StorageX Client Only
    
      Microsoft Windows®2000 SP2, SP3, SP4 or Windows XP
Professional, SP1, SP2 to manage roots on NT® or Windows
2000 servers  Microsoft Windows XP Professional, SP1, SP2 or
Windows ServerSP1, R2, to manage multiple roots on a
single Windows Server 2003StorageX Replication Agent
    
      Microsoft Windows 2000 SP4  Windows 2003 Enterprise Server 2003, SP1, R2
(32-bit)  Redhat enterprise Linux 4.0  Solaris 10
 b)
    
    National Language Support Version:English only
 2.
    
    Documentation: Supplier will provide Buyer with IBM branded customer
documentation.
 a.)
    
    Internal (standard Supplier documentation)b)
    
    External (on-line documentation)c)
    
    No other related written materials
 3.
    
    Other Materials:
 a)
    
    Quality Plan: Supplier will provide Buyer with quality plan upon Buyers requestb)
    
    Test Results: Supplier will provide Buyer with available test results upon Buyers requestc)
    
    Test Cases: Supplier will provide Buyer with available test cases upon Buyers request.d)
    
    Maintenance and Support Reports (including information required and format)e)
    
    Promotional Materials: Buyer and Supplier will mutually determine what
promotional materials are needed for the Licensed Works.f)
    
    Education/Training material: Buyer and Supplier will mutually determine
what Education and Training materials are needed for the Licensed Works.
 4.
    
    Code deposited onCD media and shipped to Buyer as directed on Buyers purchase
order.5.
    
    Shipment and Delivery:Delivery location and other delivery specifics All products ordered hereunder will be shipped FCA Suppliers manufacturing site (based on
Incoterms 2000) to Buyer, Buyers resellers and/or designated End Users as directed by
Buyer on its purchase order. As used in this Agreement, shipment and delivery are
synonymous. For purposes of this Agreement, shipment and delivery occur upon delivery of
Products by Supplier at Suppliers point of shipment to the common carrier specified by
Buyer.
 3.2 Identification of Tools
  3.3 Limited Warranty Period
  
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 2 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
  4.0 Rights In Licensed Works
 IBM System Storage VFM
 4.1 Object Code
  4.2 Externals and Documentation
  5.0 Description Of Related Deliverables And Services
 Maintenance and Support:
 Third Party License in Source Code
 6.0 Suppliers Responsibilities
 6.1 In addition to delivering Licensed Works, Tools and other Deliverables and Services on schedule, Supplier will:
 
    
    Participate in progress reviews, as requested by Buyer, to demonstrate Suppliers performance of its obligations;
    
    Maintain records to verify authorship of Licensed Works for four (4) years after the
termination or expiration of this SOW. On request, Supplier will deliver or otherwise make
available this information in a form specified by Buyer;
    
    As part of Suppliers importation requirements, provide to Buyer on the commercial
invoice:
 1.
    
    the Harmonized Tariff Code of the importing country for every Product; and2.
    
    an invoice description that provides enough detail to verify the categorical
classification of every Product.
 
    
    For all Supplier Software, supply Buyer with a report outlining the current version
numbers and anticipated cessation of support dates for that Software. This report must be
provided on a biannual basis or more frequently if required by Buyer
 6.2 Testing
 
    
    Supplier will perform the following tests prior to each delivery of a Licensed Work (Pre-Delivery Testing):
 1.
    
    component testing;2.
    
    functional verification testing;3.
    
    system testing; and4.
    
    compatibility testing.
 
    
    Upon Buyers request, the details of such testing will be mutually agreed to by the
parties.
    
    Supplier will provide to Buyer concurrent with each delivery of a Licensed Work all
test results, test scenarios, test cases, and test reports associated with the Pre-Delivery
Testing.
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 3 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 
 
    
    Prior to Buyer initiating its acceptance testing, Supplier will:
 a)
    
    provide Buyer, in conjunction with the delivery of the Deliverables, all other
associated material, as described in Section 3.0 of this SOW;b)
    
    perform internal testing, in accordance with this Section of this SOW, prior to
providing the Deliverables to Buyer;c)
    
    provide associated training documentation for Error Corrections; andd)
    
    lead and document weekly status calls with Buyer until mutually agreed upon errors are
corrected.
 6.3 Suppliers Use of Subcontractors
  6.4 Asset Protection
  6.5 Third Party Code Warranty
  6.6 Financial Reporting
  7.0 Quality Measurements
  8.0 Buyers Responsibilities
 8.1 Acceptance Testing
 8.1.1 Acceptance Testing of Deliverables
      8.1.2 Error Correction and Acceptance
  Form Title: Licensed Works Agreement
Statement of Work
    
    Page 4 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
  8.1.3 Waiver of Acceptance Testing
  9.0 Schedule
  MILESTONES
    
    DATE1.
    
    Delivery of the Licensed Work which substantially complies with its
Specifications
    
    10/15/072.
    
    Delivery of the other Deliverables (other than the Licensed Work, Tools, etc.)
    
    10/10/073.
    
    Successful completion of Buyers testing of the Licensed Work
    
    10/15/074.
    
    Receipt of the completed Certificate of Originality for the Licensed Work
    
    10/3/075.
    
    Other
 10.0 Forecasts/Purchase Orders/Shipments/Prices/Payments
 10.1 Forecasts
  10.2 Media Purchases   Media Kits include the software media and IBM end user software licenses.
 10.2.1.
    
    Purchase Orders. Buyer will place a purchase order on supplier for purchase of
media according to the cost in Attachment A.10.2.2
    
    Shipment.Supplier will ship media product to buyers specified location in the
purchase order. Programs ordered under this SOW and risk of loss or damage will pass
from Supplier to Buyer upon Suppliers delivery of the Programs to the Buyers common
carrier.10.2.3.
    
    Lead Times.From time of purchase order placement by buyer to shipment by supplier
should be no longer than [**] days.10.2.4
    
    Payment.Buyer will auto pay each media shipment. Payment terms are net 45 days
from date of shipment.10.2.5
    
    Replenishment Orders:Follow up orders will proceed when buyers inventory levels
need replenishment. Standard lead-time for media shipments is [**] days from the
receipt of Buyers purchase order. Such lead-times shall be applicable when Supplier
declares the Products as generally available.
 10.3 Product Purchases
 10.3.1
    
    Buyer will pull Product from inventory and ship to Buyers customer location. On a
monthly basis, Buyer will send supplier an order ship report of order shipments the
previous month. Payments will be in accordance with the Royalty Payments paragraph
below.10.3.2
    
    Purchase Price/Taxes:Buyer shall pay the price for the Products listed in Attachment A. Product prices do
not include any sales tax, use tax, value-added tax, or any other taxes, fees, duties
or governmental charges for the importation, movement, delivery, use or possession of
the Products, including replacement Products. Buyer shall provide Supplier with a
resale or other appropriate exemption certificate in conjunction with this
 
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 5 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Agreement. In the event that Buyer does not provide to Supplier a resale or other
appropriate exemption certificate, any such taxes or amounts in lieu thereof that are
charged to or payable by Buyer (exclusive of taxes based on Suppliers net income)
will be invoiced to and paid by Buyer.10.3.3
    
    Royalty Payment Calculations/PaymentRoyalty payments are paid against sales recorded by Buyer in a time period of a
month. Payment will be made in US dollars, [**] days following the close of the
calendar month during which such shipments were made for a Product and/or Service
sale, unless the last day of the month falls on a weekend or holiday, it will then be
made on the next business day. In the US, a royalty payment month ends on the last
day of the calendar month. Outside of the US, a royalty payment month is defined
according to Buyers current administrative practices. Payment will be paid in
accordance with the shipment report provided by Buyer. Buyer will provide a statement
summarizing the payment calculations with each payment.10.3.4
    
    Lower Royalty PaymentBuyer may request a lower royalty cost for the Licensed Work when a licensing
transaction requires a substantial discount. If Supplier agrees, both parties will
sign a letter specifying the licensing transaction and its lower royalty payment.10.3.5
    
    ReturnsSupplier agrees to credit Buyer for Product on the Ship Report which Buyer wishes to
return to supplier for credit, within [**] days of the original ship date from Buyer
to end customer for domestic shipments or within [**] days of the original ship date
from Buyer to end customer for international shipments. Buyer will contact buyers
customer of need for destruction of all media, de-install and elimination of all
maintenance and support and provide such letter to Supplier prior to Buyer receiving
a credit for such return. Returns are limited to the greater of [**] percent or [**]
units of the total number of programs shipped by Buyer within the prior monthly
payment period. Payment reconciliation will be processed through the payment
calculation process in Section 10.3.3.10.3.7
    
    Maintenance Support Fee:Product Prices listed on Attachment A include one year of prepaid software
maintenance. Buyer will place purchase orders for renewals of annual maintenance and
support fees due for subsequent renewal periods.10.3.8
    
    Royalty Records and Audit RightsBuyer will maintain relevant records to support payments made to Supplier. The
records will be retained and made available one (1) year from the date of the related
payment. If Supplier requests, Buyer will make these records available to an
independent certified public accountant chosen and compensated (other than on a
contingency basis) by Supplier. Suppliers request will be in writing, will provide
Buyer 60 days prior notice, and will not occur more than once each year. The audit
will be conducted during normal business hours at Buyers office and in such a manner
as not to interfere with Buyers normal business activities. The auditor will sign a
confidentiality agreement and will only disclose to Supplier any amounts overpaid or
underpaid for the period examined.
 11.0 Communications
  
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 6 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Business Coordinators
 FOR SUPPLIER
    
    
    
    FOR BUYERName
    
    [**]
    
    Name
    
    [**]Title
    
    
    
    Title
    
    [**]Address
    
    [**]
    
    Address
    
    [**]Phone
    
    [**]
    
    Phone
    
    [**]E-mail
    
    [**]
    
    E-mail
    
    [**]
 Legal Coordinators
 FOR SUPPLIER
    
    
    
    FOR BUYERName
    
    [**]
    
    Name
    
    [**]Title
    
    [**]
    
    Title
    
    [**]Address
    
    [**]
    
    Address
    
    [**]Phone
    
    [**]
    
    Phone
    
    [**]E-mail
    
    [**]
    
    E-mail
    
    [**]
 Technical Coordinators
 FOR SUPPLIER
    
    
    
    FOR BUYERName
    
    [**]
    
    Name
    
    [**]Title
    
    [**]
    
    Title
    
    [**]Address
    
    [**]
    
    Address
    
    [**]Phone
    
    [**]
    
    Phone
    
    [**]E-mail
    
    [**]
    
    E-mail
    
    [**]
 12.0 Accessibility
  13.0 Electronic Commerce
  
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 7 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 ACCEPTED AND AGREED TO:
    
    ACCEPTED AND AGREED TO:International Business Machines
    
    Brocade Communications Systems, Inc.By: /s/ Malcom McDonald
    
    
    
    By: /s/ Ian WhitingBuyer Signature
    
    Date October [11], 2007
    
    Supplier Signature
    
    Date October 9, 2007Malcolm McDonald
    
    
    
    Ian WhitingPrinted Name
    
    
    
    Printed NameTeam LeadOEM Storage ProcurementWW OEM Procurement
    
    Vice President, Worldwide SalesTitle & Organization
    
    Title & OrganizationACCEPTED AND AGREED TO:Brocade Communications Switzerland, SarLBy: /s/ Ulrich PlechschmidtSupplier Signature
    
    Date October 10, 2007Ulrich PlechschmidtPrinted NameVice President, EMEATitle & Organization
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 8 of 27
    
    
    
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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Attachment A
Pricing  Table 1  VFM ENTERPRISE EDITION PRICING
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 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 9 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
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 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 10 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
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    [**]
 
 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 11 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 [**]
    
    [**]
    
    [**]
    
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    [**]
    
    [**]
 Table 2  VFM MIGRATION EDITION PRICING:
 BROCADE
    
    IBM p/n
    
    IBM VFM Migration EditionUS
    
    LA/EMEA
    
    AP/CanadaFeature
    
    Feature
    
    Feature
    
    
    
    UNITBrocade p/n
    
    IBM p/n
    
    Code
    
    Code
    
    Code
    
    Feature Description
    
    PRICEUNITPRICE(includes1 yrIBM Machine Type/Model: 5639-FM6
    
    M&S)[**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
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    [**]
 
 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 12 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 BROCADE
    
    IBM p/n
    
    IBM VFM Migration EditionUS
    
    LA/EMEA
    
    AP/CanadaFeature
    
    Feature
    
    Feature
    
    
    
    UNITBrocade p/n
    
    IBM p/n
    
    Code
    
    Code
    
    Code
    
    Feature Description
    
    PRICEUNITPRICE(includes1 yrIBM Machine Type/Model: 5639-FM6
    
    M&S)[**]
    
    [**]
    
    [**]
    
    [**]
    
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 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 13 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 BROCADE
    
    IBM p/n
    
    IBM VFM Migration EditionUS
    
    LA/EMEA
    
    AP/CanadaFeature
    
    Feature
    
    Feature
    
    
    
    UNITBrocade p/n
    
    IBM p/n
    
    Code
    
    Code
    
    Code
    
    Feature Description
    
    PRICEUNITPRICE(includes1 yrIBM Machine Type/Model: 5639-FM6
    
    M&S)[**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    
    [**][**]
    
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    [**]
 
 [**]
    
    Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 14 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Attachment B
 Vendor Certificate of Originality
     Summary Information
 Your name and address:Name of the Material:IBM Contract No:IBM Contract Administrator:
 A -Material Identification
  o  o  o  o  o
 
 
 
 B  Newly Created Material
 newly
 within the scope o o
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 15 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
  Name of employee:
 Title:
 Name of employee:
 Title:
 Name of employee:
 Title:
  outside the scope o o
  Name of employee:
 Title:
 Name of employee:
 Title:
 Name of employee:
 Title:
  o o
  Name:
 Title/Address:
 Name:
 Title/Address:
 Name:
 Title/Address:
   Form Title: Licensed Works Agreement
Statement of Work
    
    Page 16 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 o o
   o o
 
 C -Pre-existing Material
  o o
  o o
 
 o o
  
 
 o o
 
 o o
  
 
 o o
 
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 17 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 o o
  o o
 
 D -External Characteristics including Icons
 o o
  
 
 E -Miscellaneous
 o o
  
  
 
 
 Certification
   Form Title: Licensed Works Agreement
Statement of Work
    
    Page 18 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
   Yes, I certify to the above statementsSignatureName:Title:Date: Form Title: Licensed Works Agreement
Statement of Work
    
    Page 19 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Attachment C
 Testing, Maintenance and Support
 1.0
    
    Definitions
 1.1 APAR
 1.2 APAR Closing Codes
 1.3 APAR Correction Times
 SEVERITY LEVELS AND THE SUPPLIER SUPPORT RESPONSE AND RESOLUTIONS TIMES
 Target ResponseCase Severity
    
    Time*
    
    Target Escalation to Development*
    
    Target Resolution**Severity 1 Critical
    
    [**] hour
    
    [**] business hours
    
    Provide action plan within
[**] hours from problem identificationSeverity 2 High
    
    [**] business hours
    
    [**] business days
    
    Solution or workaround within
[**] business days from problem identificationSeverity 3 Medium
    
    [**] business hours
    
    [**] business days
    
    Workaround within [**]
business days from problem
identificationSeverity 4 Low
    
    [**] business hours
    
    After a technical support
engineer validates or reproduces
the problem
    
    Brocade will decide within
[**] days if the RFE will be
incorporated into a
future product release
 
 **
    
    The times listed in this chart are targets only and are not a guarantee that Brocade will
respond or resolve an issue within the target time.  1.4 APAR Severity Levels
 a.
    
    Severity 1is a critical problem. The customer cannot use the Product
or there is a critical impact on the customers operations which
requires an immediate solution;b.
    
    Severity 2is a major problem. The customer can use the Product, but
an important function is not available or the customers operations
are severely impacted;c.
    
    Severity 3is a minor problem. The customer can use the Product with
some functional restrictions, but it does not have a severe or
critical impact on the customers operations;Andd.
    
    Severity 4is a minor problem that is not significant to the
customers operations. The customer may be able to circumvent the
problem.
 
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 20 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 1.5 Developer Test Systems
 a.
    
    the current and current minus 1 level of the Product:b.
    
    the current and current minus 1 level of prerequisite/co-requisite
hardware and software that Buyer specifies to Supplier; andc.
    
    specific fix-packs as required.
  1.6 Buyer Test Systems
 1.7 Maintenance Level Service
 a.
    
    Level 1is the service provided in response to the customers initial phone call identifying and error.b.
    
    Level 2is the service provided to reproduce and attempt to correct the error or to find that the
service provider cannot reproduce the error.c.
    
    Level 3is the service provided to isolate the error at the component level of the Code. The service
provider distributes the Error Correction or circumvention or gives notice if no Error Correction or
circumvention is found.
 1.8 Problem Determination
 1.9 Problem Management Record (PMR)
 1.10 Problem Management System (PMS)
 1.11 Problem Source Identification
 2.0
    
    Maintenance and Support Responsibilities
 2.1
 2.1.1. Entitlement Process
 2.1.2 Maintenance Services:
 Form Title: Licensed Works Agreement
Statement of Work
    
    Page 21 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




---



##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 2.1.3 Software End of Service:
 2.2
 2.3
 a.
    
    create the PMR;b.
    
    obtain from the customer a description of the problem, and verify its severity;c.
    
    search the Buyer data base for known problems;d.
    
    provide the available resolution if the problem is known;e.
    
    recommend local Buyer assistance as required;f.
    
    if no resolution, pass the PMR to Level 2; andg.
    
    update the PMR documenting Level 1 actions.
  2.4
 2.5
 a.
    
    Level 2. Buyer will:
 (1)
    
    Receive the PMR/APAR from Level 1;(2)
    
    Analyze problem symptoms and gather additional data from the customer as required;(3)
    
    Recreate the problem on the Developer Test System;(4)
    
    Determine if the error is due to improper installation of the Product by the customer;(5)
    
    determine if the suspected error is due to prerequisite or operationally related
equipment or software at the customer location;(6)
    
    Attempt a bypass or circumvention for high impact problems, i.e., Severity 1 and 2:(7)
    
    if no resolution and the problem appears to be a newly discovered Code or
documentation error, create an APAR record.(8)
    
    if Supplier requests, Buyer will assist Supplier in obtaining additional information
or materials from the customer to support Level 3 Problem Determination, Problem
Source Identification and problem resolution; and(9)
    
    update the PMR, documenting Level 2 actions.
 b.
    
    Level 3. Supplier will perform the following Level 3 support responsibilities
 (1)
    
    Receive the APAR/PMR and supporting documentation and materials;(2)
    
    Analyze the problem symptoms and diagnose the suspected error;
 
 [**]
    
    Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions. Form Title: Licensed Works Agreement
Statement of Work
    
    Page 22 of 27
    
    
    
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IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 (3)
    
    notify Level 2 if additional information, materials or documentation are required;(4)
    
    Attempt to recreate the problem on the Developer Test System, if required:(5)
    
    assist Level 2 in attempting to develop a bypass or circumvention for high impact
problems, i.e., Severity 1 and 2;(6)
    
    determine if Error Corrections are required to the Licensed Work;(7)
    
    if Error Corrections are required to the Licensed Work, provide Error Corrections to
Buyer in the format specified by Buyer;(8)
    
    return all APARs to Buyer with one of the defined APAR Closing Codes assigned,
including text describing the resolution of the error. In the event a Code error was
found, provide the rationale for the closing of the APAR;(9)
    
    provide resolution to APARs according to the assigned APAR Severity Level and within
the defined APAR Correction Time. The APAR Correction Times include building,
testing, certifying successful tests of Error Corrections, and packaging for shipment
to Buyer any applicable Error Corrections in the format specified by Buyer;(10)
    
    Receive technical questions, and supporting documentation and materials(11)
    
    Analyze the technical questions and provide answers to Buyer;(12)
    
    provide technical backup support to Buyer on the Product as provided above. In
addition, Supplier will provide assistance in answering questions that may arise
concerning the operation and use of the Licensed Work that cannot be resolved by
Buyer; and(13)
    
    close out the problem record with the customer.
 2.6
 2.7
 2.8
 3.0
    
    APAR Origination and Correction
 3.1
 3.2
 a.
    
    the fix to the Object Code in machine-readable form including a hard copy
description of the Error Corrections (which may include a paper submission of
the Error Corrections);b.
    
    the Error Corrections to the source Code in machine-readable form that
corresponds to the Object Code Error Corrections; andc.
    
    for a procedural work-around, the corrected procedure in machine-readable form.
 3.3
 4.0
    
    Training
 4.1
    
    Supplier will provide training on the Licensed Work, , and at the scope and level of effort
described below. This training will be provided on either Suppliers or Buyers premises and
will include:
 
    
    In-depth Training for IBM VFM launch
 
    
    One free of charge on-site 3-day training at IBM Mainz facility
(currently scheduled for Oct 16-18, 2007)
    
    Two free of charge seats at San Jose, CA training facility IBM support
personnel for Oct 9-11, 2007.
    
    One free of charge on-site 3-day training at the IBM RTP, NC facility
(currently scheduled for Jan 15-17, 2008)
    
    Field sales and technical sales training for IBM VFM launch
 Form Title: Licensed Works Agreement
Statement of Work
    
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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 
    
    Lisa Dorrs or replacements 90 minute conference call live
and recorded (currently scheduled for Oct 30th)
    
    One 120-minute Virtual Classroom Training live and recorded
(date TBD)
    
    A variety of the typical methods will be used (ex: IBM
and/or Brocade road shows in the geos).
    
    On-going and future training opportunities for IBM VFM
 
    
    For each Brocade fiscal quarter, Free of
Charge seats for forty (40) IBM people for Storage X (IBM VFM) Web
Based Training (available 1Q08)
    
    For each Brocade fiscal quarter, two
free-of-charge instructor lead 3-day training classes held at a
Brocade training facility. IBM must pay for travel and board of
student.
    
    Continue the typical training methods of
road shows, conferences and conference calls.
    
    Any major change of the product (determined
by Brocade and IBM) could require another on-site training event at
IBM facilities.
 5.0
    
    General
 5.1
 5.2
 5.3
 5.4
 5.5
 5.6
 Form Title: Licensed Works Agreement
Statement of Work
    
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IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Attachment D
 Quality Requirements for Commercially Available Software
                      Form Title: Licensed Works Agreement
Statement of Work
    
    Page 25 of 27
    
    
    
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IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
 Exhibit E
Brocade StorageX End User License Agreement
            Form Title: Licensed Works Agreement
Statement of Work
    
    Page 26 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06




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##### 



IBM and Brocade
Statement of Work
 Base Agreement #ROC-P-68
SOW# 7 (Contract Number 4907015087.0)
             Form Title: Licensed Works Agreement
Statement of Work
    
    Page 27 of 27
    
    
    
    Form Release: 8/98(LWA_SOW)Form Owner: Global Procurement
    
    
    
    
    
    Revision: 7/06