BRCD-10K - FY14 - EX10.140






Exhibit 10.140


IBM and Brocade
Statement of Work
                                
Base Agreement # ROC-P-68
SOW # 7 (Contract Number 4907015087.0)


SOW #7
Amendment # 10


This Amendment # 10 is subject to the terms and conditions and forms a part of Statement of Work 7, as amended, and its related Agreement # ROC-P-68 (collectively, “Agreement”) between International Business Machines Corporation (“Buyer” or “IBM”) and Brocade Communications Systems, Inc. and Brocade Communications Switzerland, SarL (individually and collectively, “Supplier” or “Brocade”).  For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


PURPOSE:


The purpose of this Amendment # 10 is to add IBM Network Advisor 12.3.x as a Licensed Work under this SOW #7.


NOW, THEREFORE, THE FOLLOWING CHANGES ARE MADE TO SOW #7 BY THIS AMENDMENT #10:


		
	1.
	Delete Table 4, IBM Network Advisor Pricing, to Attachment A,  and replace with the updated Table 4, IBM Network Advisor Pricing, to Attachment A, as set forth in substantially the form attached hereto as Exhibit 2 to this Amendment. 




		
	2.
	Delete Exhibit 1, Attachment F-3, and replace with updated Exhibit 1, Attachment F-3.


                    




(The remainder of this page intentionally left blank)



	
			
	IBM/Brocade
	Page 1 of 4

	Amendment #10 to SOW #7 (Contract Number 4907015087.0)
	 












IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives.


	
			
	ACCEPTED AND AGREED TO:
	 
	ACCEPTED AND AGREED TO:

	International Business Machines Corporation
	 
	Brocade Communications Systems, Inc.

	By:  /s/ Jeffrey W. Miles        
	 
	By:  /s/ Charles Leeming       

	(Authorized signature)
	 
	(Authorized signature)

	Name  Jeffrey W. Miles
	 
	Name  Charles Leeming     

	(Type or print)
	 
	(Type or print)

	Title  Mgr., Networking and Communications Procurement    
	 
	Title  VP, DC Solutions 

	Date  8/29/2014      
	 
	Date  9/3/14  

	 
	 
	 

	 
	 
	 




        
        
	
			
	 
	 
	ACCEPTED AND AGREED TO:

	 
	 
	Brocade Communications Switzerland SarL.

	 
	 
	By:  /s/ Pierre Mattenberger    

	 
	 
	(Authorized signature)

	 
	 
	Name  Pierre Mattenberger   

	 
	 
	(Type or print)

	 
	 
	Title  Director

	 
	 
	Date  9/5/2014

	 
	 
	 

	 
	 
	 



    
                                



	
			
	IBM/Brocade
	Page 2 of 4

	Amendment #10 to SOW #7 (Contract Number 4907015087.0)
	 












Exhibit 1
Attachment F-3


Branding, Description of Licensed Work, and Milestone Schedules
For Network Advisor


1.0  Buyer Branded Version of  Supplier’s OEM Software Product
The Licensed Work will be comprised of a Buyer-branded version of Supplier’s Brocade Network Advisor software product.  The Buyer branded version will be called “IBM Network Advisor.”  Supplier consents to the use by Buyer the name “IBM Network Advisor”, “Network Advisor”.  The Licensed Work will be provided by Supplier to Buyer in Object Code format. 


2.0 Description of Licensed Works


2.1    Description of Licensed Work for IBM Network Advisor 
	
						
	Code Name
	Version
	Description
	Documentation
	Format
	Delivery Requirements

	Network Advisor
	11.1.x
12.0.x
12.1.x
12.3.x
	IBM Network Advisor
	Online
	Object Code
	CD, License key documentation




 
2.1.1  Operating System Requirements
Brocade Network Advisor operating system requirements can be found in Brocade documentation located on line via our partner web portal.  To access, log in to MyBrocade -> documentation -> management software.  Brocade Network Advisor Installation Guide (by version).  Specific document part numbers listed below.


IBM Network Advisor v11.1.x:
Brocade Network Advisor
Installation Guide
PN: 53-1002320-01
Date:  May 13, 2011


IBM Network Advisor v12.0.x
Brocade Network Advisor
Installation and Migration Guide
PN:  53-1002699-01
Date:  December 17, 2012


IBM Network Advisor v12.1.x
Brocade Network Advisor
Installation and Migration Guide
PN:  53-1002950-01
Date:  July 26, 2013


IBM Network Advisor v12.3.x
Brocade Network Advisor
SAN Installation and Migration Guide
PN:  53-1003158-01
Date:  July 11, 2014



	
			
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	Amendment #10 to SOW #7 (Contract Number 4907015087.0)
	 












2.2  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          


2.2.1  Other Materials:
a)    Quality Plan:  Supplier will provide Buyer with quality plan upon Buyer’s request
b)    Test Results:  Supplier will provide Buyer with available test results upon Buyer’s request
c)     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.


2.2.2  Code deposited on CD media and shipped to Buyer as directed on Buyer’s purchase order. Beginning with v12.3, Code is available on IBM’s support download site only.




3.     Identification of Tools 
No tools are provided for the Licensed Works.













	
			
	IBM/Brocade
	Page 4 of 4

	Amendment #10 to SOW #7 (Contract Number 4907015087.0)
	 









4907015087 (SOW-7) - AMENDMENT 10
Product Price List and Description
DATE:  August 20, 2014  Final


TABLE 4 - IBM NETWORK ADVISOR PRICING


	
									
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	Unit Price
	 Software Maintenance 
	  TOTAL UNIT PRICE

	IBM Machine Type / Model:   5639-NAT
	IBM System Storage 
Data Center Fabric Manager v12.x

	[***]
	 
	[***]
	[***]
	[***]
	[***]
	 [***] 
	 [***] 
	 [***] 

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	NA v12 Media Kits

	[***]
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	 [***] 
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	[***]
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	 [***] 
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	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	 [***] 
	 [***] 
	 [***] 

	NA v12.1 Media Kits

	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	 [***] 
	 [***] 
	 [***] 

	[***]
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	 [***] 
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	[***]
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	 [***] 
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	NA v12.3 Paperpack

	[***]
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	[***]
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	 [***] 
	 [***] 
	 [***] 

	[***]
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	 [***] 
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	[***]
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	 [***] 
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	IBM Machine Type / Model:   5639-NA2
	IBM NETWORK ADVISOR
[***] Yr Renewal

	[***]
	 
	[***]
	[***]
	[***]
	[***]
	 [***] 
	 [***] 
	 [***] 

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	IBM Machine Type / Model:   5639-NA3
	IBM NETWORK ADVISOR
1 Yr After License

	[***]
	 
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	[***]
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	 [***] 
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	IBM Machine Type / Model:   5639-NA4
	IBM NETWORK ADVISOR
3 Yr Registration

	[***]
	 
	[***]
	[***]
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	 [***] 
	 [***] 
	 [***] 

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	IBM Machine Type / Model:   5639-NA5
	IBM NETWORK ADVISOR
3 Yr Renewal

	[***]
	 
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	 [***] 
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	IBM Machine Type / Model:   5639-NA6
	IBM NETWORK ADVISOR
 3 Yr After License

	[***]
	 
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	 [***] 
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	Amendment #10 to SOW #7 (Contract Number 4907015087.0)


	Page 1 

	Table 4
	IBM/Brocade



	 
	 
	 

	[***] 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.









4907015087 (SOW-7) - AMENDMENT 10
Product Price List and Description
DATE:  August 20, 2014  Final


TABLE 4 - IBM NETWORK ADVISOR PRICING
END OF LIFE PRODUCTS


	
									
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	Unit Price
	 Software Maintenance
	  TOTAL UNIT PRICE

	IBM Machine Type / Model:   5639-NA1
	IBM System Storage 
Data Center Fabric Manager v11.x

	[***]
	 
	[***]
	[***]
	[***]
	[***]
	 [***]
	 [***]
	 [***]

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	Amendment #10 to SOW #7 (Contract Number 4907015087.0)


	Page 1 

	Table 4
	IBM/Brocade



	 
	 
	 

	[***] 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.