Private Label Agreement - Cisco Systems Inc. and Frontier Software Development Inc.
PRIVATE LABEL AGREEMENT
THIS PRIVATE LABEL AGREEMENT, including the Exhibits ("Agreement"), effective as
of October 17, 1995 ("Effective Date"), is hereby made by and between Cisco
Systems, Inc., a California corporation, having principal offices at 170 West
Tasman Drive, San Jose, California 95134-1706 ("Cisco") and Frontier Software
Development, Inc., a Delaware corporation, having principal offices at 321
Billerica Road, Chelmsford, Massachusetts 01824 ("Frontier").
1. SALES AND PURCHASES OF PRODUCTS.
1.1 PRODUCTS. Subject to the terms and conditions of this Agreement,
Frontier agrees to sell to Cisco the Frontier products ("Products") which Cisco
may order from Frontier, as described in the Price Schedule attached and
incorporated herein as Exhibit A, as it may be amended from time to time in
accordance with the terms hereof. Products include hardware products and
software imbedded in hardware (or provided separately on disks or other media),
user documentation, packaging and any enhancements, modifications, updates, bug
fixes or releases related thereto ("Software"). Products shall be manufactured
by Frontier according to the functional, technical and other specifications for
each Product set forth in Exhibit C as modified from time to time by written
agreement of the parties ("Specifications"). Subject to the rights and licenses
granted to Cisco in this Agreement, Frontier shall retain ownership in and to
all Product intellectual property that was developed or acquired by Frontier.
1.2 NEW PRODUCT INCLUSION. Frontier agrees to keep Cisco informed of any
new products or improvements to existing Products. Frontier shall use best
efforts to provide Cisco with ninety (90) days written notice (prior to
shipment) of any upgrades to a Product that will alter the form, fit, function
or price of that Product. Cisco will notify Frontier if it wishes to add a new
product or series of products of Frontier's to this Agreement. Cisco and
Frontier shall then proceed to establish pricing and delivery schedules for each
of such new Product. Upon agreement of these items, such product(s) shall be
considered Products under this Agreement, and shall be purchased and sold under
the terms and conditions of this Agreement. Frontier shall notify Cisco when
Frontier is first reasonably prepared to ship more advanced technology of a
similar Product category to customers, and thereafter Cisco may convert any or
all of its future orders of Product to the more advanced technology.
1.3 PRODUCT UPGRADES. All upgrades, Product enhancements and bug fixes for
the Software will be made available to Cisco no later than the date Frontier's
related standard products have been released for shipment and at no additional
charge unless provided Frontier has made such Product upgrades and/or
enhancements available to its general customer base free of charge. In the event
Frontier has charged or plans to charge its general customer base for Product
upgrades and/or enhancements, Frontier reserves the right to charge Cisco a
price to be mutually determined prior to distribution of such Product upgrades
and/or enhancements.
1.4 PROJECT MANAGERS. Each party will appoint a single project manager
("Project Manager") and provide written notification to the other party of the
name of the Project Manager
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Frontier Software - Company Confidential
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within five (5) days of the Effective Date. The Project Managers will act as
liaisons between the parties with respect to their respective performances of
this Agreement and shall provide the parties from time to time with the names
and telephone numbers of additional specific contact persons (e.g., to
communicate specific information regarding support, enhancements, etc.) when
such direct contact is preferable. In the event that either party appoints a new
Project Manager, such party will promptly notify the other.
2. OWNERSHIP; GRANT OF RIGHTS
2.1 OWNERSHIP. As between the parties, Frontier retains title to and
ownership of, and all proprietary rights with respect to, the Software.
2.2 OEM RIGHT. Frontier hereby grants Cisco a nonexclusive, worldwide,
royalty-free right and license to promote, market, resell and distribute the
Products as stand-alone products or incorporated into or in connection with
Cisco's products.
2.3 SOFTWARE LICENSE Frontier hereby grants Cisco a nonexclusive,
worldwide, royalty-free (except as provided below) license to use the Software
(in object code form) subject to the following conditions and for the following
purposes:
(a) For promotion, marketing and distribution to resellers and end users
in connection with Cisco's distribution of the Products; and
(b) To provide customer support pursuant to Section 8.
2.4 CISCO PROPERTY.
(a) All property, including without limitation designs or materials,
furnished to Frontier by Cisco or paid for by Cisco in connection with this
Agreement (collectively "Cisco Property") shall:
(i) Be clearly marked or tagged as the property of Cisco;
(ii) Be and remain personal property, and not become a fixture to
real property;
(iii) Be subject to inspection by Cisco at a mutually agreed upon
time;
(iv) Be used only in filling purchase orders from Cisco and
subcontractors, if any, and in providing service or support
for the Products;
(v) Be kept free of liens and encumbrances;
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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(vi) Be kept separate from other materials, tools, or property of
Frontier or held by Frontier; and
(vii) Not be modified in any manner by Frontier.
(b) Cisco shall retain all rights, title and interest in the Cisco
Property, and Frontier agrees to treat and maintain the Cisco Property with
the same degree of care as Frontier uses with respect to its own valuable
equipment. Frontier shall bear all risk of loss or damage to Cisco Property
until it is returned to Cisco. Upon Cisco's request, Frontier shall deliver
all Cisco Property to Cisco in good condition, normal wear and tear
excepted, without cost to Cisco (exclusive of freight costs); Cisco shall
determine the manner and procedure for returning the Cisco Property, and
shall pay the corresponding freight costs. Frontier waives any legal or
equitable right it may have to withhold Cisco Property, and Frontier agrees
to execute all documents, or instruments evidencing Cisco's ownership of the
Cisco Property as Cisco may from time to time request.
3. PRICES; PAYMENT
3.1 PRICES. The prices to Cisco of the Products shall be the prices
contained in the attached Exhibit A less a discount calculated in accordance
with Exhibit A. Such prices shall be fixed for one (1) year, commencing with the
Effective Date of this Agreement, except that if Frontier's price for a
comparable standard product is reduced, such reduction shall be immediately
effective and shall apply to all unshipped orders of that Product. Sixty (60)
days prior to expiration of the first year an any subsequent years of the
Agreement, the parties shall meet to negotiate, in good faith, pricing and
discount to be applied to the Products for the ensuing year of the Agreement.
All prices are F.O.B. Frontiers facility in Chelmsford, Massachusetts.
3.2 COST REDUCTIONS. Frontier agrees to work on achieving cost savings on
both materials and processes. In the event cost savings are identified, and the
parties elect to institute any such savings, the parties agree to share the
benefits which shall result from the instituted cost savings. Cost savings
rights and obligations shall apply to materials and processes related rights and
obligations shall apply to materials and processes related to Products
manufactured by Frontier as well as those manufactured by Cisco upon Frontier's
grant of Manufacturing Rights to Cisco pursuant to Section 10 of the Agreement.
In addition, Frontier agree to institute any cost reduction proposals reasonably
suggested by Cisco.
3.3 TAXES. Prices stated in Exhibit A are in U.S. dollars and do not include
applicable U.S. federal or state sales or use taxes which shall be paid by Cisco
if separately indicated on the invoice for the applicable Product shipment, but
do include any duties, export or import charges and the like unless Cisco
requests direct shipment to a non U.S. location.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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3.4 PAYMENT TERMS. Frontier will invoice Cisco with each shipment and
payment terms will be the full invoiced amount payable within [*] after Cisco
receives the invoice and shipment [*]. Cisco shall be entitled to a [*] if
payment is made within [*] after Cisco receives the invoice. No invoice shall be
submitted to Cisco until shipment to Cisco of the items covered by such invoice.
4. PURCHASE ORDERS
4.1 PURCHASE ORDERS. Cisco purchase orders for Products shall be submitted
to Frontier in writing. Each purchase order shall include:
Identification of Products ordered;
Quantity to be purchased;
Price of Products ordered;
Requested delivery dates;
Shipping instructions.
4.2 FORECASTS. Cisco will provide Frontier with nonbinding one hundred
twenty (120) day forecasts of its requirements for Products on a monthly basis.
4.3 PLACEMENT BY CISCO. All purchase orders and invoices under this
Agreement shall be subject only to the terms and conditions hereof. In the event
the terms of any such purchase order, confirmation or similar document conflict
with or are additional to the terms of this Agreement, the terms of this
Agreement alone shall apply and shall govern regardless of execution of such
document by one or both parties, except that the parties may agree to negotiate
non-preprinted terms which shall be effective if executed by both parties. Any
other Frontier terms and conditions shall not apply to this Agreement or the
purchase orders.
4.4 ACCEPTANCE BY FRONTIER. Subject to the establishment of mutually
reasonably agreeable delivery dates, Frontier shall accept and acknowledge in
writing all purchase orders submitted by Cisco within three (3) working days
after receipt thereof. Notwithstanding the foregoing, Frontier shall accept all
Cisco purchase orders requesting shipment [*] (or greater) from the date of
Frontier's receipt of the purchase order and shall keep a sufficient supply of
the Products on hand to enable Frontier to timely fill all such purchase orders.
Each acknowledgment shall include a firm shipping date for the Products ordered
in the purchase order. "Working day" shall mean a regular week day on which
Cisco is open for business.
4.5 [*]. Cisco reserves the right to [*] delivery of any purchase orders, or
part of any purchase order at any time prior to [*] from the scheduled delivery
date. Cisco may [*] any purchase orders, or any part of any purchase order at
any time prior to the scheduled delivery date, however, Cisco shall be limited
to [*] per purchase order, and such request, if made within thirty (30) days of
the initially scheduled delivery date, may not extend beyond [*] from the
initially scheduled delivery date. [*] made prior to [*] of the initially
scheduled delivery date shall be subject to the following limitations and/or
penalties:
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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DAYS FROM SCHEDULED DELIVERY DATE [*] TERMS PENALTY CHARGES
--------------------------------- --------- ---------------
Less than/equal to [*], but greater than [*] [*] [*]
Less than/equal to [*], but greater than [*] [*] [*]
Less than/equal to [*], but greater than [*] [*] [*]
Frontier will use its best efforts to meet any scheduled ship dates, but
reserves the right to schedule, reschedule or make partial shipments at its
discretion. When Products are in short supply, Frontier will use its best
efforts to allocate equitably among all customers.
Notwithstanding anything to the contrary in this Section 4.5, in the event
Frontier reschedules the delivery of any Product order, or part thereof by
twenty-one (21) days or more, or if Frontier is twenty-one(21) days or more late
in delivering a Product order or part thereof, Cisco shall have the right to
cancel any such rescheduled or late order without penalty.
4.6 ORDER INCREASES. Upon written request from Cisco, Frontier shall use
best efforts to increase the quantities of Product to be delivered to Cisco
under existing purchase orders as follows: (i) from [*] prior to a scheduled
shipping date, Frontier will increase quantities of Products by up to [*]; (ii)
from [*] prior to a scheduled shipping date, Frontier will increase quantities
of Products by up to [*]; and (iii) more than [*] prior to a scheduled shipping
date, Frontier will increase quantities of Products by up to [*].
4.7 RUSH ORDERS. Frontier shall use its best efforts to meet Cisco's
requirements for reasonable rush orders for Products requiring immediate
delivery within [*]. The parties will negotiate in good faith the prices for
such rush orders, taking into consideration Frontier's available inventory and
additional shipping and personnel expense necessary.
4.8 DISCONTINUANCE. In the event that Frontier intends to discontinue the
manufacture and sale of any Product, Frontier shall give at least [*] prior
written notice to Cisco. During such [*] period (the "Discontinuance Period"),
Cisco may place purchase orders for such Product pursuant to this Agreement,
provided however, the last delivery date for such Product shall not be more than
[*] after the end of such Discontinuance Period. In no event shall Frontier sell
such Product to any other of its customers after it stops selling such Product
to Cisco.
5. PRODUCT ACCEPTANCE AND QUALITY
5.1 INSPECTION AND ACCEPTANCE BY CISCO. Notwithstanding any prior inspection
or payment by Cisco, all Products will be subject to final inspection and
acceptance at Cisco's specified destination after delivery by Frontier. If and
when Frontier qualifies to bypass Cisco's incoming inspection requirement
pursuant to Cisco's Quality Program described in Exhibit G, then Frontier agrees
that any Product which Cisco determines to be nonoperable upon its removal from
its original packaging and initial checkout ("DOA"), whether discovered by
Cisco, its subcontractor or its customer, will be treated as though discovered
during Cisco's final acceptance process and shall be rejectable pursuant to the
terms hereof.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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5.2 REJECTION. In case any Product is defective in material or workmanship,
or otherwise not in conformity with the requirements of Cisco's applicable
Specifications, Cisco will have the right, at its sole option, to reject such
Product; to require correction of such Product; to accept such Product with an
adjustment in price; or to return such Product for credit or refund. Any Product
that has been rejected or required to be corrected must be replaced or corrected
by and at the expense of Frontier on a best efforts basis within [*] after
receipt by Frontier of the rejected material. If, after being requested by
Cisco, Frontier fails to promptly replace or correct any defective item, then
Cisco shall have the right, at its sole option, to (i) replace or correct such
Product and charge to Frontier the cost occasioned thereby, or (ii) without
further notice, cancel the applicable purchase order relative to the rejected
material without penalty or this Agreement for default in accordance with
Section 14 below and require refund of any payments made relative to the
rejected purchase order material. In the event Cisco returns Products due to
perceived defects in material and workmanship and/or nonconformity to
Specifications and Frontier determines, upon its examination and testing of the
Products, that Cisco has currently rejected the Products which are not defective
or in conformity to the Specifications (categorized as "No Problem Found" or
"NPF"), Frontier retains the right to charge Cisco a reasonable fee to cover the
necessary processing and testing of the returned units. Cisco shall further
credit Frontier for any reasonable fees that Frontier may have paid to deliver
the replacement Products to Cisco per Cisco's request. Frontier agrees to
provide Cisco with the review documentation to validate its findings with
respect to NPF's. No fees or credits shall be paid by Cisco unless and until
Cisco has validated Frontier's NPF findings.
5.3 PACKING. Unless otherwise specified by Cisco, Frontier will package and
pack all goods in a manner which is (i) in accordance with good commercial
practice, (ii) acceptable to common carriers for shipment at the lowest rate for
the particular goods, (iii) in accordance with I.C.C. regulations, and (iv)
adequate to insure safe arrival of the goods at the named destination. Frontier
will mark all containers with necessary lifting, handling and shipping
information and with purchase order numbers, date of shipment, and the names of
the consignee and consignor. An itemized packing list must accompany each
shipment which shall include (i) prominently the purchase order number and (ii)
the description, part number, revision level, and quantity of the Products so
shipped.
5.4 LABELING. Frontier shall label and package all Products pursuant to the
specifications set forth in Exhibit H, which may be amended by Cisco from time
to time upon thirty (30) days' notice. Frontier acknowledges and agrees that,
except as necessary to fulfill its obligations under this Agreement, it obtains
no rights in Cisco's trade names, trademarks, service marks or other
designations and shall not use any of the Cisco material provided pursuant to
this Section 5.4 other than as expressly permitted herein.
5.5 RETURN PROCEDURE. In the event Cisco rejects Product due to defects in
workmanship or non-conformance to Specifications, Cisco may, at its option,
return the Product to Frontier F.O.B. Cisco's location or retain such Product,
at Frontier's expense, and withhold payment pending Frontier's instructions.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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6. PRODUCT SPECIFICATIONS; CHANGES
6.1 SPECIFICATIONS. Frontier agrees to supply materials acceptable to
Cisco's Specifications. Frontier shall not make any changes in the form, fit,
function, design or appearance of the Product purchased hereunder, or to any
Specifications for any Product irrespective of impact on form, fit, or function,
without Cisco's prior written approval.
6.2 PRE-SHIPMENT TESTING. Prior to delivery, Frontier shall test all
Products in accordance with the test procedure set forth in Exhibit D ("Test
Procedure"), and shall not ship Products which fail to meet the Specifications.
Cisco may from time to time and at a mutually acceptable time send its quality
control personnel to Frontier's factory to assist in or observe the testing. In
addition, Cisco may, from time to time, request modifications to Frontier's test
procedure, where repetitive failure to meet Specifications has been noted on
shipped equipment. Frontier shall not unreasonably withhold modifications of
this procedure.
6.3 ENGINEERING CHANGE APPROVAL. Frontier shall not make any changes to any
production process, or the controlled process parameters or sources, types or
grade classifications of materials used, which alter the form, fit or function
of the Product without first obtaining from Cisco an engineering change
approval. Within one (1) working day after learning of any bug or other problem
in a Product which will or already has resulted in an impact to the installed
customer base of such Product, and in any event no later than at the time an
engineering request is made, Frontier will notify Cisco of such problem. For
purposes of the immediately preceding sentence in this Section 6.3, "impact"
shall mean that a significant number of Frontier's customers have been affected
by a bug or any other problem with the Product, and have notified Frontier of
the respective bug or problem. Frontier shall submit a request to make a change
containing engineering data in support of the request. Within ten (10) working
days of receiving such request, Cisco shall respond to Frontier's request and
shall either (i) approve the change, (ii) disapprove the change, or (iii) extend
the deadline for the approval or disapproval period for an additional twenty
(20) working days.
6.4 CISCO'S ENGINEERING CHANGE REQUEST. When an engineering change is
required by Cisco, Cisco shall provide Frontier all applicable documentation,
specifications and requested effective date of such engineering change. Frontier
will respond initially within ten (10) working days, advising Cisco as to (i)
implementation and the effective date of such change, (ii) associated costs and
effect to on-hand materials, (iii) on order materials, work in process, and (iv)
the impact of the change upon existing Product pricing and shipment schedules
for the entire period for which purchase orders are outstanding. Frontier shall
also identify any materials issue or process issue that modifies the shipment
schedule that was in effect immediately prior to the engineering change.
6.5 Where a requested change may create scrap costs, Frontier agrees to stop
work in process and/or orders for materials within [*] of notification by Cisco.
Materials on-hand or on order and work in process which has become obsolete as a
result of the engineering change shall
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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be treated in the same manner as termination of a purchase order in accordance
with Section 14.6 hereunder. Cisco must issue requisite documentation and
purchase order release changes before Frontier will begin the change
implementation.
7. END-USER DOCUMENTATION
7.1 SCOPE. Frontier agrees to develop, write, print, manufacture, maintain,
and ship all Product-related end-user documentation so that it will have a Cisco
"look-and-feel" (as defined below).
(a) End-user Product documentation content is determined by the Product,
and Cisco's documentation guidelines. Documentation will include, without
limitation, user guides, hardware installation guides, software
configuration and command reference guides, software release notes and
hardware errata.
(b) Frontier hereby grants to Cisco, for the term of the Agreement
(inclusive of any extensions or associated survival periods), and pursuant
to the terms and conditions of this Section 7, a royalty-free,
non-exclusive, non-transferable license to use, modify and distribute any of
Frontier's standard documentation which has been incorporated into the "look
and feel" documentation developed by Frontier for Cisco hereunder (the
"Cisco Documentation"). While Frontier shall include all proprietary rights
notices on Frontier's standard documentation during the development process
of the Cisco Documentation, Cisco retains the right to modify the Cisco
Documentation subsequent to Frontier's delivery of the Cisco Documentation
to Cisco, and, as such, shall incorporate any such proprietary rights
notices which may have been removed by Cisco during its modification of the
Cisco Documentation prior to distribution of the Cisco Documentation to its
end user customers.
(c) Cisco "look-and-feel" means utilizing and adhering to Cisco's then
current customer documentation templates, style guide, and printing
standards, as defined and specified from time to time by Cisco.
(d) Cisco will provide at its expense all required templates, style
guides, documentation samples, and printing guidelines.
(e) Frontier agrees not to modify Cisco documentation templates.
(f) Frontier will develop and maintain all end-user documentation in
FrameMaker templates provided by Cisco. Frontier will provide any required
technical illustrations in Adobe Illustrator format. Frontier will purchase
and maintain the FrameMaker and Adobe Illustrator Software tools at its own
expense.
(g) Cisco will provide reasonable editorial assistance at alpha, beta,
and final draft stages to assist Frontier in complying with the Cisco "look
and feel."
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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(h) Frontier will provide one (1) printed copy of each end-user manual
with each Product shipped.
7.2 DOCUMENTATION REVIEW CYCLES. Cisco will review all end-user
documentation at alpha, beta, and final draft stages and will provide markups to
Frontier in hard-copy or electronic medium for incorporation into the
documentation. Cisco retains sole and final sign-off approval at the
above-mentioned draft stages for all end-user documentation.
7.3 ELECTRONIC PUBLICATION. Frontier will provide an electronic copy of the
end-user documentation files (including all illustrations) at alpha, beta and
final sign-off stages, and prior to any subsequent revision cycle, for the life
of the manual(s). Cisco shall have the exclusive right to distribute manual(s)
electronically.
7.4 OWNERSHIP. Cisco shall own all right, title and interest in the Cisco
Documentation provided, however, that Frontier retains all rights, title and
interest in the content of Frontier's standard documentation which has been
utilized in the development of the Cisco Documentation. Frontier hereby assigns
to Cisco all right, title and interest to the Cisco Documentation and shall
execute such instruments as Cisco may reasonably may request to effect and
record such assignment. Frontier may not distribute the Cisco Documentation in
any format or medium or for any purpose to any third party without prior written
consent of Cisco. Upon termination or expiration of the Agreement, the Parties
shall cease any development and distribution of the Cisco Documentation, except
to the extent that Cisco retains survival rights to distribute any Cisco
Documentation with Products remaining in Cisco's inventory at the time of
termination or expiration that are subsequently sold by Cisco during the
survival period of the Agreement and for technical and support purposes for the
installed base of Products. The Parties further agree, upon termination or
expiration, to meet to determine the appropriate disposition for all work in
process and excess, unreserved Cisco Documentation which remains in either
Cisco's inventory or at Frontier's manufacturing facility awaiting completion
and/or delivery to Cisco at the time of termination or expiration.
7.5 PRINT QUALITY. Cisco's written approval is required prior to printing
any end-user documentation with Cisco "look-and-feel."
(a) Cisco retains the right to review and approve any print vendor
selected by Frontier for adherence to Cisco quality practices and
competitive pricing.
(b) Four-color process covers: Cisco will provide at its expense all
film for four-color covers. Frontier will provide, at is expense, a trimmed
composite blueline for Cisco's approval prior to printing any color process
covers.
(c) Self-cover manuals (one-color): Frontier will provide a trimmed
blueline for Cisco approval prior to printing.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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(d) Cisco may, at its discretion, require a first-article prior to
accepting delivery of any end-user documentation.
7.6 REVISION CYCLES. Once documentation is "in-print," Frontier will revise
the printed end-user manual(s) as necessary to accurately support the Product.
Frontier and Cisco will agree upon a reasonable revision cycle, determined by
anticipated Product enhancements, documentation errors, and/or changes.
(a) Frontier will issue Software release notes or hardware errata in a
timely manner, and ship them with their related Cisco Documentation.
(b) Frontier will notify Cisco within thirty (30) days of Frontier's
intent to revise a printed document.
(c) Document revisions will include all relevant Product enhancements
and new technical information.
(d) Document revisions will receive alpha, beta, and final draft reviews
by Cisco. Cisco retains sole and final draft sign-off approval.
(e) With each revision, Frontier will provide electronic copies of
files, as specified in Section 7.3.
(f) Frontier will reprint revised documentation as specified in Section
7.5.
7.7 DOCUMENTATION LIFE-CYCLE. Frontier agrees to maintain end-user
documentation in print until Cisco notifies Frontier it will cease distributing
a particular Product. Frontier will manage the physical documentation inventory.
7.8 DOCUMENTATION NRE. In consideration of Frontier's creation of the Cisco
Documentation hereunder, Cisco agrees to pay Frontier the amount of [*] upon
completion and Cisco's acceptance of the Cisco Documentation. Cisco further
agrees to pay for additions,/modifications to existing Cisco Documentation or
for the creation of new documentation, both of which may be required as a result
of Frontier's addition of new Products to the Agreement, provided, however, that
(i) Cisco has requested and/or authorized the modifications of the existing
documentation or the creation of any new documentation, and (ii)
specification/technical requirements have been provided by Cisco to Frontier,
and (iii) the Parties have reached agreement with respect to the price to be
paid to Frontier for the documentation prior to Frontier's initiation of any
such work.
8. SUPPORT
8.1 CUSTOMER SUPPORT. Cisco will provide all first and second level customer
support in the same manner that it provides such support for its other similar
products. Frontier will
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Securities Act of 1933, as amended.
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provide third-level or other customer support [*] to Cisco by telephone and
e-mail seven days a week, twenty-four hours per day with a maximum one hour
telephone response time. On-site third level problem support shall be as
mutually agreed by Cisco and Frontier, but at a minimum will include
troubleshooting and providing bug fixes in the Software and hardware of the
Product. Cisco shall provide Frontier feedback on any software bugs and
potential fixes, which will then be incorporated into the Software.
8.2 TECHNICAL SUPPORT. Frontier agrees to regularly supply Cisco with all
bug notes or other documentation defining the relevant hardware and software
information, symptoms, solutions or work-arounds for Product problems which
affect form, fit or function. During the term of this Agreement, Frontier will
provide such support to Cisco [*]. This information will be provided via an
electronic means (e.g. an FTP server).
8.3 ENGINEERING CHANGES. Frontier agrees to provide Cisco, with new releases
of maintenance modifications or engineering changes approved by Cisco pursuant
to Section 6.3, suitable for preparation by Cisco as a Product for distribution
to Cisco's customers, at Cisco's discretion. Cisco may request that Frontier
update all of Cisco's customer support documentation and Product inventory to
incorporate modifications or changes. In addition, if the parties mutually
determine that Products or Product parts must be replaced in the field
(including without limitation to rectify epidemic failure), Frontier will, at a
minimum, provide retrofit kits to Cisco [*].
8.4 REPAIR PROCEDURE. After expiration of the Warranty Period, Frontier will
continue to provide repair for Products and Product parts. Repair is defined as
repairing the part or Product and bringing it up to the current engineering
change. Frontier will track Products returned for repair by serial number and
will ship repaired parts within five (5) days from receipt. Cisco shall be
responsible for all inbound and outbound freight associated with Product repair.
Each part will be individually packaged and meet Cisco packaging specifications.
Frontier will provide quarterly part failure reports on a best efforts basis.
Such part failure reports will include, by serial number, each part repaired,
failure symptom, and determined failure. Frontier will use a 2-day carrier or
better within the U.S. and [*] or better internationally (if applicable). Prices
and charges for repair of parts and Products and for spare parts are set forth
in Exhibit E.
8.5 EMERGENCY PART SHIPMENT PROCEDURE. In cases of emergency, as reasonably
determined by Cisco, Frontier will ship (at Cisco's expense) to Cisco part(s) or
Product(s) with overnight delivery to Cisco. Such parts or Products shall only
be used for service and support and may not be resold by Cisco other than as
part of Cisco's customer service and support program.
8.6 SUPPORT DOCUMENTATION. Promptly upon Cisco's written request, Frontier
agrees to supply Cisco with all technical documentation and resources that the
Parties reasonably determine to be useful or necessary to perform customer
support and troubleshooting or to analyze the technical benefits and risks of
introducing new software or hardware releases of the Products into Cisco's
customer base. Such support documentation will include, without
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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limitation: (i) hardware and software specifications, (ii) information on
debugging/support tools, and (iii) lists of all error messages with explanations
as needed and recommended actions.
8.7 PRODUCT REPORTS. Frontier will keep accurate records of Product
deficiencies (bugs) and make such reports available to Cisco at least quarterly
on a best efforts basis. Frontier will maintain an electronic means (e.g., an
FTP server) through which Cisco can obtain up-to-date information on bugs,
fixes, and code updates.
8.8 DISCONTINUED PRODUCTS. Frontier will use best efforts to provide support
to Cisco, pursuant to this Section 8, for each discontinued Product for [*]
after the date of such discontinuance.
8.9 SUPPORT PRIORITIZATION AND ESCALATION GUIDELINES, To ensure that all
Product problems and technical inquiries are reported in a standard format,
Frontier will use and comply with the problem priority definitions and
escalation guidelines as set forth in Exhibit F hereto, and Cisco shall assign a
priority to all problems submitted to Frontier. Based on the priority of a
Product problem, Frontier agrees to provide Cisco fixes or work-arounds in the
following time frames:
Priority 1: Fix or work-around within [*] of problem report to Frontier
Priority 2: Fix or work-around within [*] of problem report to Frontier
Priority 3: Fix of work-around within [*] of problem report to Frontier
Priority 4: Fix or work-around within [*] of problem report to Frontier
For Priority 3 or 4 problems, if Frontier is unable to meet at the time frames
listed above, the Frontier will provide to Cisco within [*], at a minimum, a
written plan for addressing the problem.
8.10 TRAINING. Frontier shall offer, at its expense, its standard training
and instruction class in the service and maintenance of the Products up to three
(3) times during the term of this Agreement at Cisco's San Jose headquarters at
times mutually reasonably agreed upon by Frontier and Cisco, such training
classes to last no more than three (3) days each. In addition, this training
will be offered from time to time as requested by Cisco or as otherwise needed
as new Products are added to this Agreement and as existing Products are
enhanced and shall also include compatibility issues, engineering debug
capabilities, customer premises debug capabilities. Frontier will provide
training for new Products prior to initial shipment of each new Product and for
a minimum of twenty-five (25) people at a Frontier facility or a location
mutually reasonably agreed upon by Frontier and Cisco. Training will be provided
at no cost to Cisco, except that Cisco will bear all travel and living expenses
of its employees during such training. Frontier shall pay all costs associated
with shipping training materials to Cisco's San Jose facilities. Additional
terms regarding training classes at Cisco sales offices will be negotiated by
the parties in good faith.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
8.11 SUPPORT OF CISCO ENHANCEMENTS. In the event Cisco exercises its right
to make Software enhancements, Frontier is obligated to fix software bugs only
if the problem can be demonstrated to exist in the Software without the Cisco
enhancements.
9. REPRESENTATIONS AND WARRANTIES
9.1 WARRANTY OF TITLE. Frontier warrants and represents to Cisco that (i)
Cisco shall acquire good and clear title to the Products, free and clear of all
liens and encumbrances, (ii) all materials and services provided hereunder
including, without limitation, the Products, are either owned or properly
licensed by Frontier or are in the public domain and the use thereof by Cisco or
its affiliates, customers, representatives, distributors or dealers will not
infringe any proprietary rights of any third party, (iii) Frontier has the full
power to enter into this Agreement, to carry out its obligations under this
Agreement and to grant the rights and licenses granted to Cisco in this
Agreement and (iv) Frontier's compliance with the terms and conditions of this
Agreement will not violate any Federal, state or local laws, regulations or
ordinances or any third party agreements.
9.2 PRODUCT WARRANTY To Cisco and its customers Frontier warrants the
Products will be new and unused, will perform in accordance with the applicable
Specifications and related documentation provided by Frontier (and will achieve
any function described therein), and will be free from defects in materials,
workmanship or design for a period of [*] from the date of shipment (the
"Warranty Period"). Frontier further warrants that repairs will be free from
defects outside the Warranty Period for a period of [*].
9.3 During the Warranty Period, Frontier will repair or replace (at its
option), and return or deliver to the location designated by Cisco within five
(5) working days from receipt, any defective Product or part, provided that the
Product or part is returned to Frontier. Unless Frontier reasonably demonstrates
a returned item is free from defect, Frontier shall pay the costs of all
shipping and insurance of the item (including, upon repair or replacement,
return of the same or replacement item to the original location) and assume the
risk of loss during shipping. All replaced parts become the property of
Frontier.
9.4 This limited warranty does not extend to any Products that have been
misused, abused, serviced by anyone other than a Frontier authorized
representative, Cisco or a party authorized by Cisco, or damaged due to accident
or act of God. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, NO OTHER
WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR
THE WARRANTIES PROVIDED BY FRONTIER IN THIS AGREEMENT, NO ADDITIONAL
REPRESENTATION OR WARRANTY, INCLUDING BUT NOT LIMITED TO: STATEMENTS OF
CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY FRONTIER EMPLOYEES
OR CISCO SHALL BE CONSIDERED TO BE A WARRANTY BY FRONTIER FOR ANY PURPOSE OR
GIVE RISE TO ANY LIABILITY OF FRONTIER WHATSOEVER.
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Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
9.5 EPIDEMIC HARDWARE FAILURE. For the purposes of this Agreement epidemic
failure will be deemed to have occurred if more than [*] of the then current
total installed base of [*] Product should fail in [*] within a time period of
[*] days. In the case of epidemic failure Frontier and Cisco will cooperate to
implement the following procedure:
(a) Cisco will immediately notify Frontier upon discovery of the
failure.
(b) Within two (2) working days Frontier will give an initial response
indicating its preliminary plan for diagnosing the problem.
(c) Frontier and Cisco will jointly exert [*] efforts to diagnose the
problem and plan a work-around or more permanent solution.
(d) Frontier will apply its engineering change order procedure in
appropriate circumstances for hardware problems originating in the
manufacturing process.
(e) Frontier will prepare and consult with Cisco regarding an
appropriate [*] as well as an appropriate [*], as an interim solution, if
one is needed.
(f) Frontier and Cisco will [*] on a recovery plan.
[*] will be responsible for [*] in rectifying any epidemic failure, including
without limitation, for any solution, work-arounds, recovery plan or engineering
changes.
10. MANUFACTURING RIGHTS
10.1 CISCO'S RIGHT TO MANUFACTURE. Frontier grants Cisco, for a period not
to exceed [*] from Cisco's exercise of such grant, a worldwide, nonexclusive,
non-transferable right and license to manufacture or have manufactured the
Products ("Manufacturing Rights") at any time upon occurrence of any of the
events and/or circumstances defined below, provided the parties' management has
met to review the event and/or circumstances causing the transfer of
Manufacturing Rights to Cisco and has failed, after exhausting all reasonable
efforts, to reach an alternative resolution.
(a) If Frontier fails to consistently supply Cisco with Products meeting
the applicable Specifications in the quantities required in accordance with
Cisco purchase orders, and fails to provide Cisco with a reasonable cure
and/or reasonable assurances of an expeditious cure within [*] days of
receipt of Cisco's notification of Frontier's failed performance. For the
purposes of this section, Frontier shall have been deemed to have failed
consistently in performing its obligations to supply Products if: (i) for
any [*] period, Frontier fails to deliver at least [*] of the required
quantities of the Product on or before the scheduled delivery dates; or,
(ii) greater than [*] of the Products delivered over any [*] period are
defective in any material respect with regard to materials and
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
workmanship. Cisco agrees to provide Frontier with a monthly report which
identifies the measurements associated with Frontier's [*] to enable
Frontier to review and correct any deficiencies in its performance
hereunder. In the event Cisco fails to provide the required monthly report
for any of the [*] which are the basis for Frontier's failed performance
hereunder, Cisco may not invoke its Manufacturing Rights unless and until
such time as Cisco provides Frontier with the required reporting information
and notice of Frontier's failure for the specified [*], and Frontier, after
receipt of the reporting information and notification from Cisco, fails to
provide Cisco with a reasonable cure and/or reasonable assurances of an
expeditious cure within [*] of receipt of said notification. In the event
Frontier cures its failed performance within the required time frame, Cisco
may not invoke any Manufacturing Rights under this section until such time
as Frontier fails to meet delivery or quality standards for any subsequent
[*] period.
(b) If Frontier discontinues manufacturing of the Product and fails to
make a substitute available that, in Cisco's reasonable judgment, is
equivalent in form, fit and function.
(c) If Frontier becomes insolvent or seeks protection under any
bankruptcy, receivership, trust, deed, deed, creditors arrangement,
composition or comparable proceeding, or if such is instituted against
Frontier.
(d) If Frontier assigns or transfers its rights or obligations under the
Agreement to a direct competitor of Cisco's without prior written consent,
including, without limitation, any transfer by sale, merger or other working
combination of ownership of or control over more than [*] of the voting
securities or control of Frontier.
(e) If Cisco terminates the Agreement by reason of any other material
breach by Frontier of its obligations hereunder, and such obligations remain
uncured for the later of thirty (30) days or a mutually accepted period of
time after Frontier's receipt of written notice thereof from Cisco.
Notwithstanding Cisco's rights with respect to termination as defined in
this Section 10, Cisco agrees, in the interest of maintaining the ongoing
relationship between the Parties as set forth by the Agreement, to contact
Frontier to schedule a meeting with Frontier's senior management to discuss
and review resolution alternatives to the material breach prior to delivery
of written notice of termination to Frontier. In the event the Parties fail
to identify a reasonable resolution to the breach during the management
meeting, Cisco may, immediately thereafter, deliver termination notice to
Frontier.
10.2 ROYALTIES AND LICENSE FEES.
(a) In the event Cisco exercises its Manufacturing Rights, Cisco agrees
to pay Frontier royalties on all Products manufactured and distributed by
Cisco hereunder equal to [*] of Cisco's [*] for the Product. All royalties
will be computed on a per unit basis and paid quarterly within forty-five
(45) days following the end of each Cisco quarter.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
(b) Cisco shall be obligated to pay all license fees and royalties, if
any, with respect to any third party proprietary rights and technologies
which are required for the exercise of Cisco's Manufacturing Rights and
which are listed in Exhibit I. All other such third party royalties and
licenses which are not listed in Exhibit I and which are required for Cisco
to exercise the Manufacturing Rights under this Agreement shall be paid by
Frontier.
10.3 AUDIT RIGHTS. In the event Cisco exercises its Manufacturing Rights as
provided hereunder, Cisco agrees to keep and maintain, for a period of [*] after
the end of the year to which they pertain, complete and accurate records of the
Products manufactured and distributed by Cisco in order to calculate and confirm
Cisco's royalty obligations under Section 10.2 above. Upon reasonable prior
notice, Frontier will have the right, exercisable not more than once every
twelve (12) months, to appoint an independent accounting firm reasonably
acceptable to Cisco, at Frontier's expense, to examine such books, records and
accounts during Cisco's normal business hours to verify the royalties due by
Cisco to Frontier under Section 10.2 above, subject to such independent
accounting firm's execution of Cisco's standard confidentiality agreement;
provided that execution of such agreement will not preclude such firm from
reporting its results to Frontier. In the event such audit discloses an
underpayment or overpayment of royalties due hereunder, the appropriate party
will promptly remit the amounts due to the other party.
10.4 MANUFACTURING INFORMATION ESCROW.
(a) The parties agree that upon request by Cisco, Frontier will promptly
place the following materials into an escrow account: (i) the source code
and applicable documentation for the Products (in either electronic media
form or hard copy) and (ii) certain applicable manufacturing information
("Escrowed Materials"). Cisco shall select the escrow agent (subject to
Frontier's reasonable approval), and be responsible for the establishment,
administration and cost of the escrow account. Immediately upon termination
of this Agreement, all Escrowed Materials will be released back to Frontier.
The Escrowed Materials will be released for use by Cisco, subject to the
terms and conditions hereof, only after notice to Frontier and only under
circumstances in which Cisco would otherwise be entitled to exercise the
Manufacturing Rights. Frontier agrees to promptly deposit, at least two (2)
times per year, into escrow any and all updates, enhancements and
modifications to the Escrowed Materials.
(b) In the event Cisco exercises its Manufacturing Rights hereunder, at
no cost to Cisco, Frontier shall provide Cisco such technical support and
assistance as Cisco may reasonably request in connection with the
manufacture of the Products.
(c) Cisco agrees that it will maintain the Escrowed Material delivered
to it under this Agreement in strict confidence and will require its
contractors to do the same. Any source code which is delivered as part of
the Escrowed Material will be subject to Cisco's confidentiality obligations
set forth in Section 12.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
(d) Cisco's rights to use the Escrowed Materials, upon the exercise of
Manufacturing Rights, shall be limited to support, maintenance and
manufacture of the Products only. Cisco shall be prohibited from: (i)
disclosing, selling, copying or otherwise transferring the Escrowed
Materials except as necessary to carry out Cisco's right to support,
maintain and manufacture the Products; or (ii) removing the Escrowed
Materials from Cisco's facilities or the facilities of Cisco's authorized
manufacturer(s) of the Products. Cisco further agrees, at all times while in
possession of Frontier's Escrowed Materials, to protect against unlawful
disclosure and ensure the integrity and protection of Frontier's proprietary
rights by maintaining, as applicable, Frontier's proprietary rights notices
(A) in the source code of the Escrowed Materials, in the comment lines at
the beginning of each significant module; (B) on the terminal screen when
each user starts that program; (C) on the label for the magnetic media that
contains the program; and (D) on all technical manuals and related
documentation for the program.
11. INDEMNIFICATION
11.1 PROPRIETARY RIGHTS.
(a) Frontier agrees to indemnify, defend and hold harmless Cisco and its
officers, directors, employees, shareholders, customers, agents, successors
and assigns from and against any and all loss, damage, settlement or expense
(including legal expenses), as incurred, resulting from or arising out of
any claims which allege that any Products or the use or sale thereof
infringe upon, misappropriate or violate any patents, copyrights, or trade
secret rights or other proprietary rights of persons, firm or entities who
are not parties to this Agreement except for such claims that result solely
(i) from Frontier's compliance with design specifications and/or data sheets
supplied by Cisco or (ii) from Cisco's alteration or modification of
Products after delivery by Frontier; provided that Cisco (i) promptly
notifies Frontier, in writing, of any notice or claim of such alleged
infringement or misappropriation involving the Products of which it becomes
aware, and (ii) permits Frontier to control, in a manner not adverse to
Cisco, the defense, settlement adjustment or compromise of any such claim
using counsel reasonably acceptable to Cisco. Cisco may employ counsel, at
its own expense (provided that if such counsel is necessary because of a
conflict of interest of either Frontier or its counsel or because Frontier
does not assume control, Frontier will bear such expense), to assist it with
respect to any such claim. Frontier shall not enter into any settlement that
affects Cisco's rights or interest without Cisco's prior written approval.
Cisco shall have no authority to settle any claim on behalf of Frontier.
(b) If by reason of such infringement claim, Cisco or its customers
shall be prevented or are likely to be prevented by legal means from selling
or using any Products, or if, in Frontier's opinion, such claim is likely to
occur, Frontier will use its best efforts, at its expense, to: (i) obtain
all rights required to permit the sale or use of the Products by Cisco and
its customers; or (ii) modify or replace such Products to make them
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
non-infringing (and extend this indemnity thereto), provided that any such
replacement or modified Products are satisfactory to Cisco. If Frontier is
unable to achieve either of the options set forth above within a reasonable
period of time after the issuance of the injunction, but in no event longer
than thirty (30) days after receipt of notice thereof, Frontier shall
promptly refund to Cisco the invoiced purchase price, plus all shipping,
storage, and associated costs, of any Products returned freight collect to
Frontier which Cisco or its customers are legally prohibited from selling or
using.
11.2 PRODUCT LIABILITY INDEMNIFICATION.
(a) Frontier expressly and unequivocally agrees to and hereby does
indemnify, release, defend and hold Cisco and its officers, directors,
employees, shareholders, agents, successors and assigns harmless from and
against all claims, damages, losses, costs and expenses, including
attorneys' fees, arising in favor of any person, firm or corporation on
account of product liability in any way relating to the Product, provided
that Cisco (i) promptly notifies Frontier, in writing, of any notice or
claim hereunder of which it becomes aware, and (ii) permits Frontier to
control, in a manner not adverse to Cisco, the defense, settlement,
adjustment or compromise of any such claim using counsel reasonably
acceptable to Cisco. Cisco may employ counsel, at its own expense (provided
that if such counsel is necessary because of a conflict of interest of
either Frontier or its counsel or because Frontier does not assume control,
Frontier will bear such expense), to assist it with respect to any such
claim. Frontier shall not enter into any settlement that affects Cisco's
rights or interest without Cisco's prior written approval. Cisco shall have
no authority to settle any claim on behalf of Frontier. Notwithstanding the
indemnification provisions of this Section 11.2, it is mutually agreed and
understood that any and all obligations, commitments and liabilities with
respect to Product liability as defined in this Section 11.2 shall not apply
to Frontier to the extent Products are manufactured by Cisco in the event
Cisco has exercised its rights to manufacture Frontier's Products pursuant
to Section 10 hereunder, provided that Frontier's Product liability
indemnity obligations under this Section 11.2 shall continue to apply for
defects arising from the design of the Product.
12. CONFIDENTIALITY
Any proprietary information exchanged by the Parties during the term of this
Agreement shall be treated pursuant to the Non-Disclosure Agreement, dated
July 10, 1995.
13. LIMITATION OF LIABILITY
EXCEPT UNDER SECTIONS [*], UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO
THE OTHER IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR
(I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST
PROFITS OR DATA OR
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
(III) ANY AMOUNTS IN EXCESS OF THE [*] OR THE [*] FOR THE [*] THAT ARE THE
SUBJECT OF THE CLAIM. THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR
BODILY INJURY OF A PERSON.
14. TERM AND TERMINATION
14.1 TERM. Unless terminated earlier as provided herein, this Agreement
shall have a term of three (3) years commencing from the Effective Date, unless
terminated sooner by written notice given by a party pursuant to this Section
14. The parties may extend the term of this Agreement for up to additional one
(1) year periods by written agreement executed no later than sixty (60) days
prior to the expiration of the then current term period. Upon any expiration or
termination, the rights and obligations of the parties shall continue except
that Frontier will not be required to accept further orders or undertake further
product development.
14.2 TERMINATION FOR CAUSE This Agreement may be terminated by a party for
cause immediately by written notice upon the occurrence of any of the following
events:
(a) If the other ceases to do business, or otherwise terminates its
business operations; or
(b) If the other breaches any provision of this Agreement and fails to
cure such breach within thirty (30) days (immediately in the case of a
breach of Section 12) of written notice describing the breach; or
(c) If the other becomes insolvent or seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding, or if any such proceeding is instituted against the
other (and not dismissed within ninety (90) days).
14.3 TERMINATION FOR CONVENIENCE. Subject to the terms of this Section 14,
Cisco may terminate this Agreement or any purchase order issued hereunder upon
notice to Frontier. Both Cisco and Frontier agree to cooperate in good faith to
minimize the negative impact to both parties. Cisco agrees to execute any
termination for convenience in the following manner.
(a) Written notice informing Frontier of Cisco's intent to terminate
this Agreement or any purchase orders issued hereunder.
(b) A minimum of nine (9) months lead time from the date of receipt of
written notice by Cisco before full termination of Cisco's requirements.
14.4 FRONTIER'S ACTIONS. Upon receipt of written notice pursuant to Section
14.3, Frontier will, to the extent and at the times specified by Cisco, stop all
work under the affected purchase order, place no further orders for materials to
complete the work, orders and any surviving rights under terminated subcontracts
or orders, settle all claims thereunder after
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
obtaining Cisco's approval, protect all property in which Cisco has or may
acquire an interest, and transfer title and make delivery to Cisco of all
completed Products, articles, raw materials, work in process, and other things
held or acquired by Frontier in connection with the terminated portion of this
purchase order. Frontier will proceed promptly to comply with Cisco's
instructions respecting each of the foregoing without awaiting settlement of
payment of its termination claim.
14.5 CLAIMS. Within thirty (30) days after termination according to Section
14.3, Frontier may submit to Cisco its written claim for any charges due to
Frontier from Cisco. Failure to submit the claim within thirty (30) working days
will constitute a waiver of all claims and a release of all Cisco's liability
arising out of the termination.
14.6 SETTLEMENT. In the event that Frontier properly files any claims under
Section 14.5 above, Cisco agrees to pay to Frontier the amounts identified by
Frontier in its invoice for any such termination that is promptly submitted to
Cisco. Notwithstanding the foregoing, if Cisco reasonably disputes the amounts
identified by Frontier in the submitted invoice and the parties fail (in good
faith) to reach agreement on an adjusted invoice value, Cisco agrees to pay and
Frontier shall accept the following amounts:
(a) The price for all Products completed (which items were delivered or
available for delivery at the time notice of termination was given) pursuant
to the affected purchase order(s) and not previously paid for as specified
in Exhibit A.
(b) The actual, documented costs incurred by Frontier related to the
terminated portion of the purchase order, including, only to the extent that
any components, materials and other inventory cannot be used in any of
Frontier's non-Cisco products: (i) Frontier's cost of component inventory
for the terminated portion of the purchase order(s), (ii) Frontiers cost of
work in process materials including manufacturing operations completed at
the time of cancellation for the terminated portion of Cisco's purchase
order, and (iii) reasonable cancellation charges incurred by Frontier from
component suppliers for the terminated portion of Cisco's purchase order.
(c) The reasonable, documented costs incurred by Frontier in protecting
property in which Cisco has or may acquire an interest.
(d) Notwithstanding the foregoing, payments made under this Section 14.6
shall in no event [*] in the terminated purchase order(s) less payments
otherwise made or to be made. Any amounts payable for property lost,
damaged, stolen or destroyed prior to delivery to Cisco win be excluded from
amounts otherwise payable to Frontier under this Section 14. THIS SECTION
14.6 SETS FORTH FRONTIER'S ENTIRE REMEDIES WITH RESPECT TO A TERMINATION OF
THIS AGREEMENT BY CISCO UNDER SECTION 14.3 ABOVE.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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14.7 SURVIVAL; SUPPORT AFTER TERMINATION. Sections 2, 7.4, 9, 11, 12, 13,
14, 15, 16, 17, 18 and 19 and Cisco's right to distribute Products in inventory
or subject to any pending purchase order shall survive termination or expiration
of this Agreement. In the event of any termination or expiration of this
Agreement, Frontier shall continue to provide maintenance support and hardware
repair to Cisco at Frontier's prevailing rates. The support shall be provided a
minimum of three (3) years after termination or expiration.
14.8 Subject to Cisco's Manufacturing Rights under Section 10, upon
Frontier's request, Cisco shall deliver to Frontier all Frontier property loaned
to Cisco under this Agreement, without cost to Frontier (exclusive of freight
costs). Frontier shall determine the manner and procedure for returning the
Frontier property, and shall pay the corresponding freight costs.
15. FORCE MAJEURE
Neither party shall be considered in default of performance of its
obligations under this Agreement to the extent that performance of such
obligations is delayed by force majeure or contingencies or causes beyond the
reasonable control of such party or its suppliers. In the event Frontier fails
to deliver product due to such causes, Cisco may either:
(a) Terminate this Agreement or any part hereof as to Product(s) not
shipped; or
(b) Suspend this Agreement in whole or in part for the duration of the
delaying cause, and at Cisco's option, buy the Product(s) elsewhere and
deduct from any commitment to Frontier the quantity so purchased. Frontier
shall resume performance under this Agreement immediately after the delaying
cause ceases and, at Cisco's option, extend the then current term period for
a period equivalent to the length of time the excused delay endured.
16. ASSIGNMENT
This Agreement shall be binding on the parties hereto and their successors
and assigns; provided, however, that Frontier shall not assign or transfer, in
whole or in part, this Agreement or any of its rights or obligations arising
hereunder without the prior written consent of Cisco, except that Frontier may
assign this Agreement to a party that acquires all or substantially all of
Frontier's business, stock or assets. Any purported assignment without such
consent shall be null and void. Cisco may freely transfer, in whole or part,
this Agreement and its rights and obligations hereunder.
17. NONSOLICITATION
During the term of this Agreement and for one (1) year thereafter, each
party will refrain from (i) soliciting the other party's employees or
consultants for employment or other service or
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
(ii) encouraging the other party's employees or consultants to leave the such
other party for any reason.
18. COMPLIANCE WITH LAWS; IMPORT/EXPORT
18.1 COMPLIANCE WITH LAWS. Frontier warrants that in performance of work
under this Agreement it has complied with or will comply with all applicable
federal, state, local laws and ordinances now or hereafter enacted including,
but not limited to OSHA, the Fair Labor Standards Act of 1938 (29 U.S.C.
201-219), the 8-Hour Law (40 U.S.C. 327-332), the Equal Opportunity and
Affirmative Action Regulations, and laws restraining the use of convict labor.
Frontier warrants that in performance of work under this Agreement it has
complied with all laws, regulations, statutes and ordinances of all governmental
entities including local, state, federal or international, now or hereafter
enacted, which regulate any material because it is radioactive, toxic, hazardous
or otherwise a danger to health, reproduction or the environment including but
not limited to the Comprehensive Environmental Response Compensation and
Liability Act of 1980, the Resource Conservation Recovery Act, the Federal Water
Pollution Control Act, the Clean Air Act, the Montreal Protocol, the Toxic
Substances Control Act and similar laws, rules, statutes, treaties or orders and
international understandings. In addition, Frontier shall secure and maintain
adequate workmen's compensation insurance in accordance with the laws of the
state or states from which Frontier shall furnish Product and/or services for
Cisco. Upon request, Frontier agree to issue certificates certifying compliance
with any of the aforementioned laws or regulations as may be applicable to the
Product and/or services being furnished hereunder.
18.2 IMPORT AND EXPORT. Frontier shall provide all information under its
control which is necessary or useful for Cisco to obtain any export or import
licenses required for Cisco to ship or receive Products, including, but not
limited to, U.S. customs certificates of delivery, affidavits or origin, and
U.S. Federal Communications Commissions identifier, if applicable.
19. GENERAL
19.1 NOTICES. All notices shall be sufficient only if personally delivered,
delivered by telecopy, delivered by a major commercial rapid delivery courier
service or mailed by certified or registered mail, return receipt requested, to
either party at its address set forth below (or such other address as such party
may provide by notice pursuant to this Section):
Cisco Systems, Inc. Frontier Software Development, Inc.
170 West Tasman Drive 321 Billerica
San Jose, CA 95134-1706 Chelmsford, MA 01824
If not received sooner, notice by mail shall be deemed received five (5)
days after deposit in the U.S. mails, properly addressed, with first class
postage prepaid. Notice by telecopy shall be deemed received at the time sent or
the next working day if such time is not during a working day.
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treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
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19.2 CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed,
controlled, interpreted and defined by and under the laws of the State of
California and the United States, without regard to the conflicts of laws
provisions thereof. Unless waived by Cisco (which it may do in its sole
discretion) the exclusive jurisdiction and venue of any action with respect to
the subject matter of this Agreement shall be the Superior Court of California
for the County of Santa Clara or the United States District Court for the
Northern District of California and each of the parties hereto submits itself to
the exclusive jurisdiction and venue of such courts for the purpose of any such
action. Service of process in any such action may be effected in the manner
provided in Section 19.1 for delivery of notices.
19.3 WAIVERS AND AMENDMENTS. No failure or delay by either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial waiver thereof include any other right,
power or privilege. This Agreement may not be amended, changed, discharged or
terminated except by a written document signed by duly authorized officers of
the parties.
19.4 SEVERABILITY. In the event that any provision of this Agreement shall
be unenforceable or invalid under any applicable law or be so held by applicable
court decision, such unenforceability or invalidity shall only apply to such
provision and shall not render this Agreement unenforceable or invalid as a
whole; and, in such event, such provision shall be modified or interpreted so as
to best accomplish the objective of such unenforceable or invalid provision
within the limits of applicable law or applicable court decision and the
manifest intent of the parties hereto.
19.5 RELATIONSHIP OF THE PARTIES. In fulfilling its obligations under this
Agreement, each party shall be acting as an independent contractor. This
Agreement does not make either party the employee, agent or legal representative
of the other.
19.6 BASIS OF BARGAIN. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY
DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL
BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT
AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER
THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
19.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits hereto)
constitutes the entire Agreement between the parties hereto concerning the
subject matter of this Agreement; and there are no conditions, understandings,
agreements, representations, or warranties, expressed or implied, which are not
specified herein.
23
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons duly authorized as of the date and year first above written.
CISCO SYSTEMS, INC.
By: /s/ MARIO MAZZOLA
-------------------------------
Title: V.P. AND G.M. WBU
----------------------------
FRONTIER SOFTWARE DEVELOPMENT, INC.
By: /s/ NARENDRA POPAT
-------------------------------
Title: PRESIDENT
----------------------------
24
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
EXHIBIT A
PRODUCTS/PRICING
------------------------ ---------------------- --------------------------------------------------------------------
PRODUCT U.S. DISCOUNT
MODEL LIST
NUMBER PRICE
------------------------ ---------------------- --------------------------------------------------------------------
[*]
--------------------------------------------------------------------
[*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
6010 [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
6010E2 [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
6020 [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
6020T2 [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7101ET [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7101TR [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7102ET [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7102TR [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7103ET [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
7103TR [*] [*] [*] [*]
------------------------ --------------------- ---------------------- ----------------------- -------------------
When reference is made in the Agreement or any exhibit to Frontier's
published U.S. List Price of a Product specially modified for Cisco, such
reference shall mean Frontier's published U.S. List Price for Frontier standard
product upon which the Product has been based. If Frontier shall modify, update,
enhance or create a new version of a standard product upon which such a Product
is based, it shall similarly modify, update, enhance or create a new version of
the corresponding Product. Frontier will sell Products specially modified for
Cisco only to Cisco.
25
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
EXHIBIT B
NOT USED
26
<PAGE>
EXHIBIT C
PRODUCT SPECIFICATIONS
27
<PAGE>
INTELLIGENT RMON PROBES FOR FDDI/CDDI BACKBONES
-- Cost effective RMON probes for 62.5/125 micron multimode FDDI and for CDDI
-- High Performance 90 Mhz Pentium processor
-- RMON MIB and SMT support FDDI/CDDI for enterprise wide standard diagnostics
-- Support for Single and Dual attached physical connections
-- Virtual analyzer for 7 layer EnterpriseRMON(TM) monitoring of multiple
network parameters concurrently
-- In Band/Out of band configuration support via BootP, TFTP, and NSlogin
-- Resource Manager(TM) option provides proactive monitoring of SNMP devices
-- Ethernet or Token Ring interface connections for management communications
-- Full packet capture and seven level protocol decode for FDDI/CDDI traffic
-- Integrates with NETscout Manager for comprehensive mutli-topology monitoring
-----------------------------------------------------------
NETscout
FDDI/CDDI Probes
----------------------------------------------------------- ----------------------------------
----------------------- ----------------------------------- ----------------------------------
MODEL DESCRIPTION TOPOLOGY
----------------------- ----------------------------------- ----------------------------------
----------------------- ----------------------------------- ----------------------------------
7101ET CDDI Probe CDDI/Ethernet
7101TR Single Attached CDDI/Token Ring
----------------------- ----------------------------------- ----------------------------------
----------------------- ----------------------------------- ----------------------------------
7102ET FDDI Probe FDDI/Ethernet
7102TR Single Attached FDDI/Token Ring
----------------------- ----------------------------------- ----------------------------------
----------------------- ----------------------------------- ----------------------------------
7103ET FDDI Probe FDDI/Ethernet
7103TR Dual Attached FDDI/Token Ring
----------------------- ----------------------------------- ----------------------------------
NETSCOUT FDDI/CDDI PROBES PROVIDE FULL RMON CAPABILITIES FOR HIGH SPEED
BACKBONES
Distributed networks use a variety of topologies in order to maximize network
performance and utilization. In many cases FDDI and/or CDDI technologies have
been applied to needs for a high speed, high performance backbone connecting the
variety of Ethernet, Token Ring, and WAN segments which typically integrate to
form enterprise wide communications.
Since the development of the RMON standard, first for Ethernet and then extended
to Token Ring, users have quickly adopted this standards based technology to
provide both pro-active as well as reactive diagnostic operations for
increasingly complex network configurations. However, no cost effective
mechanism has exited to address the needs of users to understand the operation
and diagnose problems associated with high speed backbone segments.
The NETscout 7100 Series EnterpriseProbe for FDDI/CDDI networks fills this major
hole in diagnostic capabilities. Depending on the model selected, users may
connect to both FDDI and CDDI network segments in either single or
28
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
dual attached configurations. The NETscout's high performance Pentium processor
allows users to gather RMON based statistics for all ring traffic activity.
NETscout's Domain View architecture provides the same capability to subdivide
traffic on the ring and effectively operate multiple concurrent RMON probes on a
single platform. Management from the NETscout RMON management package presents
FDDI/CDDI information in exactly the same forms as for Ethernet and Token Ring
thus presenting a complete and uniform diagnostic mechanism for multi-media
enterprise networks.
29
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
SPECIFICATIONS
MODEL 7100 PROBE FAMILY
High performance Pentium processor based stand alone probes include all nine
RMON-MIB groups for FDDI or CDDI with an Ethernet or a Token Ring connection
for management communication.
SMT SUPPORT
The NETscout EnterpriseProbe for FDDI has built-in support for monitoring and
capturing Station management (SMT) frames. This capability allows the
NETscout Manager to filter and decode all SMT frames, and to present an
active ring map and topology for all FDDI devices on a FDDI Segment.
PHYSICAL
Dimensions 6-3/4"H x 17"W x 16"D
Weight 24 pounds
CDDI INTERFACE
RJ-45 accepts Category 5 UTP or Category 5 sheath - shielded, 100 ohm twisted
pair cable with TP-MIC plug.
FDDI
Single or dual SC type connectors accept SC to SC or SC to MIC MULTIMODE
fiber optic cable.
CONSOLE, SLIP
9 pin D type male supporting RS232 signals. SLIP support is standard.
ETHERNET INTERFACE
AUI(Thicknet), BNC(Thinnet), RJ-45 (10BaseT) selected through internal
strapping.
TOKEN RING INTERFACE
9 Pin D type (STP), RJ-45 UTP autoselected.
MEMORY
8 Meg standard
Expandable to 32 Meg
OPERATING ENVIRONMENT
Temperature 0 to 40 deg C
Humidity 5% to 95% non-
condensing
POWER
120VAC/230VAC, 50/60 Cycles
Auto Switching, 200 Watts
STANDARDS COMPLIANCE
UL, CSA, FCC
NETscout and Domain View are Trade Marks of Frontier Software Development,
Inc. All other trademarks belong to their respective companies.
Printed in the USA.
FDDI 4/95
Specifications are subject to change without notice.
Frontier Software Development, Inc.
321 Billerica Rd.
Chelmsford, MA 01824
Tel: 508.244.4000
Fax: 508.244.4004
EMAIL: rmon@frontier.com
30
<PAGE>
[INSERT TABLE]
31
<PAGE>
INTELLIGENT RMON PROBES AND AGENTS
-- High Performance 486 based multisegment probes and cost effective software
agents
-- Support for Ethernet, Token Ring, FDDI, and WAN
-- Compatible with RMON standards for Ethernet (RFC 1271) and Token Ring (RFC
1513)
-- Compatible with any SNMP based Network Management System
-- Virtual analyzer for 7 layer EnterpriseRMON(TM) monitoring of multiple
network parameters concurrently
-- Selective packet capture and seven level protocol decode software
-- In Band/Out of Band configuration support via BootP, TFTP, and Nslogin
-- Support for duplicate IP address detection
-- Provides accounting statistics for utilization/bandwidth cost analysis
-- Resource Manager(TM) software option supports proxy SNMP
-----------------------------------------------------------
NETscout
Product Family
------------------------------------------------------------------------------------------------------
----------------------- -------------------------------------- --------------------------------------
MODEL DESCRIPTION TOPOLOGY
----------------------- -------------------------------------- --------------------------------------
----------------------- -------------------------------------- --------------------------------------
6010 High performance 486 based Ethernet
6020 intelligent probes Token Ring
6040 WAN (E connection)
6050 Ethernet/WAN
6060 WAN (TR Connection)
6070 Token Ring/WAN
----------------------- -------------------------------------- --------------------------------------
----------------------- -------------------------------------- --------------------------------------
9510 SPARC based software agents Ethernet
9530 FDDI
----------------------- -------------------------------------- --------------------------------------
A COMPLETE FAMILY OF HIGH PERFORMANCE PROBES AND SOFTWARE AGENTS
Frontier offers the industry's broadest product lines of RMON base hardware
probes and software. This family supports Ethernet, Token
Ring, FDDI and WAN. This family of integrated products are fully compatible and
supported from a single monitoring environment. NETscout is also compatible with
any SNMP based network management system. With the NETscout family, the network
administrator can choose different price points matching the performance needs
of the network. The NETscout 6000 series utilizes a high-performance 486
processor and real time operating system delivering excellent price performance.
The NETscout 6000 series has a scaleable architecture.
For those users who want to utilize existing SPARC platforms Frontier offers the
NETscout 9500 series and DOS software agents for a cost-effective way to add
RMON to LAN segments. The Ethernet probes and agents support
32
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
all 9 RMON groups (RFC 1271). The Token Ring probes and agents support ten
groups (RFC 1513). The WAN probe is ideal for monitoring bandwidth utilization
and providing accounting information. The WAN probe supports encapsulation and
is compatible with Cisco, Wellfleet, 3COM, DEC, Proteon and other routers. The
new Resource Manager Option lets a single probe proactively monitor both LAN/WAN
traffic and any SNMP device.
33
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
NETSCOUT: UNBEATABLE SCALABILITY, FLEXIBLE FOR ENTERPRISE NETWORKS
A typical network can be equipped with multiple Frontier NETscout probes and
agents with one agent or probe connected to each individual network segment. The
agents are managed and controlled from a centrally located network management
console, called the NETscout Manager. The network management console consists of
a number of analysis tools which permit the user to request and examine data
provided by the selected agent. NETscout probes and agents are supported by
Frontier's SNMP compatible management console analysis software which runs with
SunNet Manager, IBM NetView 6000, HP Openview, AT&T and MS Windows. With
Frontier NETscout probes and agents, it is possible to have multiple clients
active so that network diagnostic functions may be performed from multiple
locations such as from primary and secondary network management centers. Also
with NETscout probes multiple segments can be monitored.
PLUG AND PLAY INSTALLATION
NETscout probes can be easily installed by simply typing in the IP address and
connecting the probe to the network. Once connected, NETscout immediately begins
collecting RMON statistics.
INDEPENDENT OPERATION
Frontier's intelligent probes/agents collect statistics continuously, even when
not communicating with the management station. Fault, performance, and
configuration information is accumulated and communicated to the management
station upon a fault or administrators request.
PROACTIVE MONITORING
NETscout intelligent probes/agents are constantly "watching" the network traffic
conditions which can lead to failures. The probes/agents can be configured to
automatically detect error conditions and log these errors upon occurrence. They
will not only notify the management station of the failure, but also provide
historical data for analysis.
VALUE ADDED DATA
Frontier's intelligent probes/agents add significant value to the data it
collects. With the Domain View(TM) architecture NETscout probes and agents can
be directed to focus and "zoom" in on a particular segment, node and type of
traffic in real time and report all RMON statistics to a management station.
This data can be viewed graphically, all from a single screen for easy diagnosis
of a problem.
MULTIPLE MANAGERS
Distributed network environments utilize multiple management stations. NETscout
probes/agents are concurrently accessible from more than one management station.
MULTISEGMENT MONITORING
Frontier's RMON based diagnostics architecture has the capability to monitor
more than one segment at a time. For example, the Model 6010 can monitor two
Ethernet segments concurrently. This provides a cost-effective way to deploy
diagnostic probes.
34
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
35
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
EXHIBIT D
PRODUCT TEST PROCEDURE
THIS EXHIBIT IS COMBINED WITH EXHIBIT G
36
<PAGE>
EXHIBIT E
REPAIR CHARGES
Maintenance (single repair)
6000 family
7000 family[*]
Replacement Units as Spares:
[*]
Maintenance Agreement (Hardware and Software):
6000 family
7000 family[*]
Spare Part:
This is not applicable since all repairs are done on a factory repair basis.
37
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
EXHIBIT F
PRIORITIZATION AND ESCALATION GUIDELINES
PROBLEM PRIORITIES DEFINITIONS:
Priority 1: Cisco customer's production network is [*]. [*] is available.
Frontier, Cisco and customers are willing to commit [*] to
resolve the situation.
Priority 2: Cisco customer's production network is [*]. [*] is available.
Frontier, Cisco and customers are willing to commit [*] to
resolve the situation.
Priority 3: Cisco customer's Network performance is degraded. Network
functionality is noticeably impaired but [*] continue.
Priority 4: Cisco or Cisco customer requires information or assistance on
product capabilities, installation, or configuration.
ESCALATION GUIDELINE: [Note: these titles need to be adjusted for each
Frontier.]
Elapsed Time Priority 1 Priority 2 Priority 3 Priority 4
[*]
Frontier manager to whom the problem is escalated to will take ownership of the
problem and ensure that updates are provided to the appropriate Cisco personnel.
Cisco-initiated escalations will begin at the [Technical Group Leader level] and
proceed upward using the escalation guideline shown above for reference. This
will allow those most closely associated with the support resources to correct
any service problems quickly.
38
[*] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the
Securities Act of 1933, as amended.
<PAGE>
EXHIBIT G
CISCO QUALITY PROGRAM
39
<PAGE>
ORDERING PROCEDURE FOR RECEIVED MATERIALS
Every component being ordered for NETscout must strictly be as per the
specifications in the Bill of Materials. SPECIAL CARE MUST BE TAKEN TO ENSURE
THAT THE REVISION (OR VERSION) NUMBER OF THE COMPONENTS AND SUB-ASSEMBLIES
MATCHES THE APPROVED SPECIFICATIONS.
The components are to be ordered out of the approved manufacturer's list for
them.
NOTE: Use the anti-static band while assembling the system.
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<PAGE>
PART NUMBER AND CURRENT REV NUMBER OF SUB-ASSEMBLIES
Chassis Al005
Power Supply HP060A
Fan SU6025-M
Motherboard B6011
Memory(2MB) D1001
Memory(8MB) D2001
ETHERNET EMASTER+ ATS Part# 727001-00
TOKENRING SMART 16/4 AT RINGNODE
WAN CARD RISCOM/H2 REV B
PCC MFM Rev B
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Frontier Software - Company Confidential
<PAGE>
INSPECTION PROCEDURE FOR RECEIVED MATERIALS
Every sub-assembly that goes into the NETscout unit is first inspected and
approved before use in the system. The following list specifies the inspection
procedure.
THE MOTHERBOARD/MEMORY/CHASSIS:
NOTE: Use the anti-static band while assembling the system.
1) Inspect the motherboard and memory against the order that was placed.
Ensure that the revision number of the card matches the order placed.
Visually check to see if the card is in good condition.
2) Inspect the routing of all the cables in the chassis.
3) Inspect the firmness of all the screws used to fix the components in
the chassis.
4) Ensure the adapter card is clamped in firmly on both sides.
5) Ensure that the BIOS EPROM is the custom-configured BIOS as per
Frontier's specifications.
6) Do Hypot testing. (See Hypot test)
7) Power-on the unit and make sure the system powers on and boots up
correctly.
THE NETWORK CARD:
1) Inspect the card and make sure that the card received is per the
order placed. Ensure that the revision number of the card is per
Frontier's specifications.
2) Visually check the card to make sure it is good.
3) Ensure that all the jumpers are set correctly as follows (Ethernet).
a. I/0 Base 300H
b. DRQ 5
c. DACK 5
d. IRQ 10
e. LAN. A
f. PROM Base NO PROM
g. PROM Size 8K
h. SA19-17 EN
i. UTP/AUI/BNC AUI
(TokenRing MADGE)
a. UTP/STP selection STP
b. DMA Channel 3 (DMA 5)
c. Interrupt no. 7 (IRQ 3)
d. DIP switch 1 - ON
2 - ON
3 - OFF
4 - ON
5 - ON
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<PAGE>
6 - ON
7 - OFF
8 - ON
(WAN SDL RISCOM/H2)
a. DIP SWITCH Sl BIT1 - ON
BIT2 - ON
BIT4 - ON
BIT5 - ON
ALL OTHERS OFF
b. DREQ 7
c. DACK 7
d. IRQ 5
4) Remove the MADGE product logo from the face plate on the card.
THE PCC CARD:
NOTE: Use the anti-static band while assembling the system.
1) Visually inspect the card to make sure there are no shorts, opens,
or bad solder joints etc., on the card. Ensure that the revision
number of the card is per Frontier's specifications.
2) Ensure that the wires are soldered on the card as per
specifications.
3) Inspect the components to ensure they are as per the layout of the
card.
4) Ensure that the following jumpers are set on the PCC card.
These settings configures the PCC board as follows:
256KB X 8 EPROM
SERIAL PORT 1 on INT3
SERIAL PORT 2 on INT4
a. W2 1-2
b. W3 4-5
c. W4 1-2
d. W5 3-4 (shorted on the solder side)
e. W6 free
f. W7 free
g. W9 2-3
h. W10 1-2 (shorted on the solder side)
i. W11 1-2 (shorted on the solder side)
j. W12 free
k. WI3 free
1. W14 free
5) Ensure that the following DIP switches are set on the PCC card.
These settings configure the PCC as follows:
IO ADDRESS - 2E0
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<PAGE>
MEMORY ADDRESS - D000
BAUD RATE OF SERIAL PORT 1 - 9600
a. SW1 (8 position) BIT 4 - ON
BIT 8 - ON
ALL OTHERS OFF
b. SW2 (4 position) BIT 3 - ON
ALL OTHERS OFF
6) Insert the latest version of EPROM into the appropriate socket in
PCC (U8).
SPECIAL CARE MUST BE TAKEN TO ENSURE THAT THE EPROM IS FULLY
INSERTED INTO THE SOCKET AND IS SNUG.
7) Insert a pre-programmed NVRAM into the appropriate socket in PCC
(U14).
8) Insert the 44 pin PLCC Serial Controllers (PC1645OCV) into the
appropriate sockets (U2 and U10).
9) Insert the flash EPROM into the appropriate socket (U4).
10) Put the cards in the "TO BE TESTED" bin for diagnostic testing.
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Frontier Software - Company Confidential
<PAGE>
UNIT MANUFACTURING PROCEDURE
The following components constitute the NETscout 6010 and 6020 units.
MODEL 6010 MODEL 6020
---------- ----------
1) Chassis with Motherboard and Memory (2MB, 4MB, 8MB) 1) Chassis with Motherboard and Memory (2MB, 4MB, 8MB)
2) PCC card 2) PCC card
3) Ethernet card 3) TokenRing card
4) Associated labels 4) Associated labels
Each of the above sub-assemblies upon arrival are inspected and stored
in their designated storage areas after testing (refer to inspection
procedure)
THE MANUFACTURING PROCEDURE:
NOTE: Use the anti-static band while assembling the system.
1) Pick a chassis with the motherboard and the appropriate memory. The
size of memory would depend on the order or the advance requirement
that needs to be filled.
2) Remove the top cover and place it on the ASSEMBLY table.
3) Insert a tested LAN card into the bottom slot of the unit.
4) Insert a tested PCC card into the top slot of the unit.
5) Fix the screws to hold the two cards in their places.
6) Insert the two LED cables "turbo (yl-blk)" and "hdd (red-blk)" onto
the LED connector on the PCC card (WI pins 15-16 and pins 1-2
respectively).
7) Stick the labels at the back of the unit to identify the various
ports as given in the manual for this product.
16) Note the MAC address and serial number of the system.
17) Stick the MAC address, Serial number and the FCC label at the
appropriate places in the system.
18) Note the chassis vendor's serial number affixed on the power supply.
19) Note the serial number of the network card.
20) Fill out the test report form for this unit and insert it in its
holder.
21) Close the box by fixing the four screws at the bottom of the
chassis.
22) Place the box in one of the vacant slots on the TEST RACK. Power-on
the system and ensure that the system is up and running fine.
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Frontier Software - Company Confidential
<PAGE>
23) Now you are all set. Refer to test procedures to test the system.
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<PAGE>
SUB-ASSEMBLY TEST PROCEDURES
The following procedure is followed to test or qualify the sub-assemblies in
NETscout.
The Motherboard:
NOTE: Use the anti-static band while assembling the system.
These tests check out all the relevant circuit blocks on the card including the
memory.
1) Insert a floppy drive controller into an available slot in the
system.
2) Connect a 1.2 MB / 1.44 MB floppy drive to the system.
3) Insert a monitor card in the next available slot and a keyboard in
the appropriate port. Connect a monitor to the system.
4) Power on the system and enter set-up mode by pressing the [DEL] key
during BIOS boot up.
5) Configure the following settings in the BASIC SETUP.
a. Floppy Drive - 1.2MB or 1.44MB depending on the drive that is
connected. Set all others to NOT INSTALLED
6) Ensure the following settings in the ADVANCED SETUP.
a. Remapping of video Ram - DISABLED
b. Remapping of BIOS - DISABLED
7) Ensure the following settings in ADVANCED CHIPSET SETUP.
a. DRAM write wait states - 0
b. DRAM read wait states - 0
c. AT Bus Cycle wait states - 0
d. AT Bus CLK speed - CLKIN/6
8) Boot up the system with the test floppy provided. The test floppy
contains the file BURN_IN.BAT that invokes the QAPLUS diagnostic
software.
9) This test can be run as long as desired in the continuous mode. The
minimum suggested duration is 24 hours.
10) Once the system passes all these tests, the motherboard and memory
is deemed to be good. Any errors in the system will be reported by
an error log in a file as well as audible beeps.
THE NETWORK INTERFACE CARD:
NOTE: Use the anti-static band while assembling the system.
The diagnostics supplied by Cogent Data Technology is used to test Ethernet
card. Similarly, the diagnostics provided by MADGE is used to test the MADGE
SmartRing AT card. These tests require the following set up.
a. The NETscout unit with the Ethernet EMASTER/MADGE TokenRing
card.
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<PAGE>
b. A floppy controller card and drive attached to it.
c. A monitor card and monitor.
d. A keyboard.
e. A running ethernet/token ring network.
1) The video card, the keyboard and the floppy controller card are
inserted into the system and the system is reconfigured through BIOS
to recognize these additional interfaces.
2) Attach the unit to the ring (if token ring).
3) Insert the diagnostic floppy into the drive.
4) Run A:\DIAG (for MADGE TokenRing card)
Run A:\DIAGNOSE\EM2DIAG (for Ethernet)
Run A:H2 (for SDL WAN Card)
The PCC Card:
NOTE: Use the anti-static band while assembling the system.
The diagnostics developed by Frontier is used to test the card and qualify it.
The set up required for these tests is the same as that for the network
interface card except that the PCC card will be used in place of the network
card.
1) The video card, the keyboard and the floppy controller card are
inserted into the system and the system is reconfigured through BIOS
to recognize these additional interfaces.
2) Execute the command A:\PCC_DIAG
3) The diagnostics perform tests on all the subsystem in the PCC card
and report the status at every stage. The subsytems tested are the
following:
a. The EPROM
b. The NVRAM
c. The serial ports
d. The LEDs
e. The FLASH
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<PAGE>
HYPOT TEST PROCEDURE SPECIFICATIONS
Required Equipment:
1) Digital voltmeter with two leads
2) Hypot Tester with two leads
3) Power cord with insulation stripped away.
The following tests are performed as part of the Hypot Test procedure.
a. Breakdown Voltage Test (both AC and DC)
b. Leakage current Test (AC)
BREAKDOWN VOLTAGE TEST (AC)
Connect the red lead of the Hypot tester to the AC output. Connect the other end
of the same cable to the black and white leads of the power cord. Connect the
black cable of the tester to the GND terminal of the tester. Connect the other
end of the same cable to the green wire of the power cord. Connect the power
cord to the unit under test. Turn the power on by throwing the switch to the
HYPOT position. Gradually turn the voltage knob until the voltage meter
indicates 1414 volts. Keep the switch in this position for 60 seconds. If the
BREAKDOWN indicator light glows, it indicates failure and the unit has to be
rejected. Now, gradually reduce the voltage to zero. Again gradually increase
the voltage until 2121 volts is achieved. Keep the switch in that position for
one second. If the BREAKDOWN indicator light comes on, it indicates a failure
and the unit should be rejected. Now, gradually reduce the voltage down to zero.
This completes this test.
BREAKDOWN VOLTAGE TEST (DC)
Connect the red lead of the Hypot tester to the DC output. Connect the other end
of the same cable to the black and white leads of the power cord. Connect the
black cable of the tester to the GND terminal of the tester. Connect the other
end of the same cable to the green wire of the power cord. Connect the power
cord to the unit under test. Turn the power on by throwing the switch to the
HYPOT position. Gradually turn the voltage knob until the voltage meter
indicates 1414 volts. Keep the switch in this position for 60 seconds. If the
BREAKDOWN indicator light glows, it indicates failure and the unit has to be
rejected. Now, gradually reduce the voltage to zero. Again gradually increase
the voltage until 2121 volts is achieved. Keep the switch in that position for
one second. If the BREAKDOWN indicator light comes on, it indicates a failure
and the unit should be rejected. Now, gradually reduce the voltage down to zero.
This completes this test.
LEAKAGE CURRENT TEST (AC)
Connect the red lead of the Hypot tester to the AC output. Connect the other end
of the same cable to the black and white leads of the power cord. Connect the
black cable of the tester to the GND terminal of the tester. Connect the other
end of the same cable to the green wire of the power cord. Connect the power
cord to the unit under test. Connect a Digital Voltmeter across the positive and
negative terminals of the power cord. Now gradually increase the voltage to 120
V is reached. If the leakage indicator light glows during this process, the unit
should be rejected. Repeat the same test at 254V.
IMPORTANT: THE HYPOT TESTER HAS TO BE TESTED ONCE EVERY WEEK
TO ENSURE THAT THE BREAKDOWN AND LEAKAGE LEDS ARE FUNCTIONING PROPERLY.
Procedure to test LEDs
The LEDs are tested once every week to ensure that they are working. The test is
done every. Friday of the week. If the Friday is a holiday, the test will be
conducted the following Monday.
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<PAGE>
For BREAKDOWN and LEAKAGE LED test:
Throw the switch on the tester to the HYPOT position. Crank up the
voltage a little to about 200-300 V. Using the exposed portion of the red and
black wires, momentarily short the outputs thereby causing an `arc'ing effect.
The BREAKDOWN LED and the LEAKAGE LED would then come on indicating that R is
working correctly.
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Frontier Software - Company Confidential
<PAGE>
SUB-ASSEMBLY MANUFACTURING AND TEST PROCEDURES
The following document illustrates the procedure that is presently being
employed in the manufacture of 6OXX NETscout probes. A portion of the assembly
is done by third party vendors and a part of it is done at Frontier. This is a
comprehensive procedure encompassing the complete process.
CARD AND INVENTORY SET UP.
1) Assemble all the inventory. The list is given below.
NO. PART/SUB-ASSY VENDOR QTY
--- ------------- ------ ---
1** NETscout Chassis BYTECH 1
2 486SX Motherboard WIN 1
3 2MB Memory WIN 8
(8MB Memory in special case)
4 EMASTER+ATS COGENT 1 (or)
SMART 16/4 AT Ringnode MADGE 1
RISCOM/H2 SDL 1
5 PCC (MFM) card FRONTIER 1
6 NETscout label BOVIE 1
7 Model 6010 label BOVIE 1
8 PCC-backplate IDEAS 1
9 Adapter clamp IDEAS 1
10 Cable ties MOUSER 3
11 Cn'ctr jack screws MOUSER 4
12 Jack screw spacer KEYSTONE 1
13 Fiber washers MOUSER 2
14 Claywhite carton PERRY 1
15 Styrofoam strips PERRY 2
16 60XX (appropriate) Manual FRONTIER 1
**The following items come with the NETscout chassis:
a. A "nearly complete" set of screws, nuts, etc., as well as the
extender card.
b. The AC adapter power cord (UL approved)
c. A plastic dust cover and thermocol packing case
d. The Power Supply
2) Set the following jumpers on the EMASTER+ATS card.
a. I/0 Base 300H
b. DRQ 5
c. DACK 5
d. IRQ 10
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<PAGE>
e. LAN. A
f. PROM Base NO PROM
g. PROM Size 8K
h. SAl-917 EN
i. UTP/AUI/BNC AUI
(TokenRing MADGE)
a. UTP/STP selection STP
b. DMA Channel 3 (DMA 5)
c. Interrupt no. 7 (IRQ 3)
d. DIP switch 1 - ON
2 - ON
3 - OFF
4 - ON
5 - ON
6 - ON
7 - OFF
8 - ON
(WAN SDL RISCOM/H2)
a. DIP SWITCH S1 BIT1 - ON
BIT2 - ON
BIT4 - ON
BIT5 - ON
ALL OTHERS OFF
b. DREQ 7 (fixed upon request)
c. DACK 7 (fixed upon request)
d. IRQ 5 (fixed upon request)
3) Set the following jumpers on the PCC card. These settings configures
the PCC board as follows:
256KB X 8 EPROM
SERIAL PORT 1 on INT3
SERIAL PORT 2 on INT4
a. W2 1-2
b. W3 4-5
c. W4 1-2
d. W5 3-4 (shorted on solder side)
e. W6 free
f. W7 free
9. W9 2-3
h. W10 1-2 (shorted on solder side)
i. W11 1-2 (shorted on solder side)
j. WI2 free
k. W13 free
1. W14 free
4) Set the following DIP switches on the PCC card. These settings
configures the PCC as follows:
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<PAGE>
10 ADDRESS - 2E0
MEMORY ADDRESS - D000
BAUD RATE OF SERIAL PORT 1 - 9600
a. SWI (8 position) BIT4 - ON
BIT 8 - ON
ALL OTHERS OFF
b. SW2 (4 position) BIT 3 - ON ALL
OTHERS OFF
5) Insert the latest version of EPROM into the appropriate socket in
PCC (U8).
6) Insert the 44 in PLCC Serial Controllers (PC16450CV) into the
appropriate sockets (U2 and U10).
7) Insert the FLASH chip into its appropriate socket (U4)
ASSEMBLY PROCEDURE.
MOTHERBOARD
NOTE: Use the anti-static band while assembling the system.
1) Stick a washer at the bottom of the mounting hole # 3 on the
motherboard. (This hole does not have a ground padding around it).
2) Mount stand-offs and threaded hex spacers on the bottom plate of the
chassis in the positions indicated.
REAR PORTION OF THE BOX
INSERT CHART
FRONT PORTION OF THE BOX
o - indicates standoff locations
+ - threaded hex spacer location
x - unused holes
3) Remove the Power Supply from the box by unscrewing the two screws at
the rear of the power supply outside the box and two at the front,
inside the box. Fix the blank (comes with the box) backplate over
the unused bay In the backpanel and fix the power supply back in
place.
4) Remove the hard-disk/floppy plate at the front end of the box.
5) Fix the motherboard onto the bottom plate of the chassis and fix the
three screws.
6) Insert memory modules onto the motherboard.
7) Route the AC power line cable inside the box as per prototype unit.
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Frontier Software - Company Confidential
<PAGE>
8) Fix the power supply cables (numbered P8 and P9) onto the
motherboard taking sufficient care of the polarity of the cable (the
two black wires from each connector will be placed at the center).
9) Ensure the power cable for the exhaust fan is properly connected.
10) Fix the extender card clamps, insert the card in the appropriate
slot and fix the screws.
11) Insert "power led (gr-blk)", "reset s/w (or-blk)", and "speaker
(yl-blk)" cables into the corresponding jumpers provided on the
motherboard. Refer to an existing box for polarity details.
12) Route the led cables and tie them with tie-wrap leaving the
"harddisk (rd-blk)" and "turbo (yl-blk)" wires free.
13) Fix the harddisk/floppy plate in its place. Fix the front end of the
extender card to this plate with the S clamp provided.
This completes the first stage of assembly of the box.
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Frontier Software - Company Confidential
<PAGE>
TEST PROCEDURE
A minimum of two types of tests are run on the box. Additional diagnostic tests
may be required if certain sub-assemblies are found to be failing at any stage.
MOTHERBOARD TEST PROCEDURE
NOTE: Use the anti-static band while assembling the system.
1) Insert a floppy drive controller into an available slot in the
system.
2) Connect a 1.2 MB/1.44 MB floppy drive to the system.
3) Insert a monitor card in the next available slot and a keyboard in
the appropriate port.
4) Power on the system and enter set-up mode.
5) Configure the following setting in the BASIC SETUP.
a. Floppy Drive - according to what is connected. Set all others to
NOT INSTALLED
6) Configure the following settings in the ADVANCED SETUP.
a. Remapping of video Ram - DISABLED
b. Remapping of BIOS - DISABLED
7) Configure the following settings in ADVANCED CHIPSET SETUP.
a. DRAM write wait states - 0
b. DRAM read wait states - 0
c. AT Bus Cycle wait states - 0
d. AT Bus CLK speed CLKIN/6
8) Boot up the system with the test floppy provided.
Continuous tests of the entire motherboard would now be Performed. This test has
to run successfully for 48 hours before the system can pass to the next stage.
SYSTEM ASSEMBLY/TEST PROCEDURE
NOTE: Use the anti-static band while assembling the system.
1) Remove the floppy controller card, the floppy drive, the monitor
card and the keyboard from the system.
2) Remove the existing BIOS EPROM from the card and replace it with the
Custom-configured BIOS EPROM.
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<PAGE>
3) Insert the EMASTER+ATS/MADGE SMARTRING card into the bottom slot and
fasten with screws.
In the case of 6040/6050 models, the following additional steps are
to be followed:
a. Unscrew the power supply from its place.
b. Remove the blank backplate in the third slot at the back.
c. Insert the SDL WAN card in this slot
d. Ensure the card sits tightly in its place and is supported
securely by the screws and the power cables.
e. Insert the power supply back into its place and fix the screws.
4) Insert the PCC card into the top slot and fasten with screws.
5) Fix labels at the back panel to indicate the various ports available
on the system. Refer to the manual or an existing box to identify
locations.
6) Route the power cables properly and damp them with tie-wraps.
7) Insert the led cables "turbo(yl-blk)" and "hdd (rd-blk)" on the PCC
card into the appropriate jumper posts.
8) Close the box.
9) Boot up the system and hook it on to the network. Ensure that the
network switch (SW2) and baud rate switch (SW1) are in the proper
position.
10) Connect a console and configure the network parameters.
11) Run the application from a Client Sparcstation.
The Application is run while simulating conditions similar to a normal network
(network traffic etc.). The tests are run successfully for at least 48 hours
before shipping.
12) Affix labels for MAC address and Serial numbers at the back of the
unit.
PACKING/SHIPPING
1) Assemble the inventory. a. The NETscout probe
b. The packing carton.
c. The thermocol cushion from the original chassis carton.
d. Two styrofoam strips.
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<PAGE>
e. Power cord.
f. The Manual.
2) Pack them up. The styrofoam strip provides adequate cushion for the
packaging while providing enough space for the power cord.
3) SHIP `EM.
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Frontier Software - Company Confidential
<PAGE>
CHECKLIST FOR NETscout ASSEMBLY
The following is a list of items to be inspected on the 60xx boxes after they
have been assembled, to ensure the quality of our products.
NOTE: Use the anti-static band while assembling the system.
1) Check the jumper settings on the PCC card.
2) Check the jumper settings on the network card.
3) Ensure that the Bus adapter card is clamped securely.
4) Ensure that the PCC and network card are secured properly.
5) Ensure that the labels on the back panel are straight and are
correctly placed.
6) Make sure that the memory size of the unfit matches the purchase
order that is being filled.
7) Make sure the LED jumper connections are secure and proper.
8) Ensure that the version number of the EPROM is correct.
9) Make a physical inspection of the wires and ensure that they are
routed property. Ensure that no wires come in proximity to the fan.
10) Ensure that the labels on the cover of the box are placed properly
and that they match the unit inside.
11) Make sure that the company logo on the MADGE card is removed.
12) Ensure that the FCC and UL label are placed in their proper places
at the bottom and side of the chassis respectively.
13) Make sure that the chassis vendor's serial number and the serial
numbers of the Network cards are recorded.
14) Check to make sure that the serial number and MAC address of the
unit matches the labels placed on the box.
15) Shake the box to ensure there are no loose articles in the box.
16) Make sure all screws have been put in and that all of them are tight
and secure.
17) Make sure that the socketed ICs are secure.
18) Ensure that the DIP switches are set correctly.
19) Make sure the top and bottom covers of the chassis are clean and
without scratches or marks.
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Frontier Software - Company Confidential
<PAGE>
PROCEDURE FOR BURNING EPROM - 60XX
The EPROM contains the entire agent software that runs on the system. There is
one EPROM on every PCC card. These EPROMs need to preprogrammed before they are
inserted on the card. This programming is done using an EPROM programmer. A gang
programmer is the ideal choice for such purposes.
NOTE: Use the anti-static band while assembling the system.
1) Change directory to NSAGENT\REL.
C:\Greater than cd nsagent\rel
2) Make sure that the EPROM is of the right type. The one to be used is
27C2001-15 (size: 256Kx8, speed: 120ns, manufacturer: SGS-Thomson).
3) Place the EPROM in the programmer making sure the orientation is
correct.
4) Execute the batch file REL lesser than 60xx greater than.BAT
C:\NSAGENT\REL greater than REL6010 for 6010
C:\NSAGENT\REL greater than REL6020 for 6020
C:\NSAGENT\REL greater than REL6040 for 6040
C:\NSAGENT\REL greater than REL6050 for 6050
5) Wait until the software completes the programming and verifying of
the chip. It takes about 45 minutes for the procedure to complete.
6) Remove the EPROM and place the label on it, making sure the
orientation of the label is right.
7) After the EPROM is programmed and verified, the software would wait
for another programming session to start. Repeat steps 2 and 3 and
then press lesser than CR greater than three times. This would
start the programming process for the new EPROM.
8) Repeat the above procedure for as many EPROMs as needed.
9) You have now programmed all your EPROMS. Take a break.
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<PAGE>
PROCEDURE FOR BURNING NVRAM
The NVRAM is the chip that stores the serial number (and therefore the MAC
address) of the system. This information is preprogrammed into the chip using an
EPROM programmer before it is inserted into the PCC card. A unique serial number
has to be generated for each NVRAM before programming it in. Every PCC card has
one NVRAM on it. The procedure for updating and burning the NVRAM has been
automated through software. The procedure to be followed is as follows:
NOTE: Use the anti-static band while assembling the system.
1) Change Directory in the PC to NSAGENT\SERNO.
C:\greater than cd\nsagent\serno
2) Make sure the NVRAM is of the right type. The one to be used is
DS1225Y-200 (size: 8KBx8, speed: 200ns).
3) Ensure the orientation of the NVRAM in the programmer is correct.
4) Execute the batch file S.BAT.
C:\NSAGENT\SERNO greater thans
5) Note the serial number that flashes on the screen while the program
is running.
6) Remove the NVRAM from the programmer.
7) Place the label corresponding to the number that was burned in,
keeping in mind the correct orientation.
8) Repeat the procedure (2 through 8) for as many NVRAMs that need to
be burned.
9) Your NVRAMs are now ready. Take a break.
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<PAGE>
TEST REPORT - NETscout 6010/6020/6040/6050
Tests performed: Pass (Y/N)
Motherboard tests
Memory tests
Power Supply tests
Network card tests
PCC tests
System power up tests
Network tests Flash tests
Serial port tests
Burn-in tests
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<PAGE>
CHECKLIST FOR SHIPPING UNITS
The following is a list of items to be inspected before a unit is shipped out of
Frontier's premises.
NOTE: Use the anti-static band while assembling the system.
1) Check to see if all the labels are appropriately placed.
2) Check to see if the FCC and UL label are placed correctly.
3) Ensure there are no visible marks or scratches on the surface of the
unit.
4) Shake the box thoroughly to ensure that there are no loose parts in
the box.
5) Make sure the serial number and MAC address labels are placed
appropriately.
6) Ensure that the product and Company logo labels on the front of the
box match the type of unit and are placed correctly.
7) Ensure that the external screws are tight.
8) The following items form part of the unit being shipped:
The unit itself
The packing carton with related padding material
Two styrofoam strips for cushion
A power cord
Appropriate manual
The WAN cable (in case of 6040/6050)
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<PAGE>
FILLING ORDERS AND SHIPPING
The following procedure describes how purchase and evaluation orders are to be
filled and units shipped to customers. The procedures are similar for software
and hardware products.
1) Receive the order and note the type of order - evaluation or
purchase.
2) Make a special note of the comments section to see if any special
requirements are to be met.
3) Note the courier to be used for dispatch.
4) Pick up the unit to be shipped and pack it up. Note that the
following items form part of the shipment
Model 60xx:
a. The unit
b. The power cord
c. The manual
d. The WAN cable (in case of 6040/6050)
Model 9xxx/80xx:
a. The binders
b. The manuals and addenda
c. The password document
d. The floppies/tape
5) Enter the date of shipment on the order and initial the order.
6) The serial number of Model 60xx units should be pasted on each copy
of the order.
7) One copy of the order should be returned to Accounting (Pale
yellow). One copy should be maintained by the manufacturing group
(Pink). One copy goes with the shipment as packing list (Amber).
The packing list is to be pasted on the outside cover of the
shipment. All password documents should be attached to the
Accounting copy.
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<PAGE>
RMA PROCEDURE
The following is the procedure that is adopted to accept returned material from
customers, diagnose problems, identify solutions and incorporate back into the
production stream.
1) RMA numbers are issued by the Customer support group and the
manufacturing/testing group informed of the pending arrival of the
unit.
2) Support group to keep track of returned materials.
3) The returned units will be received by the manufacturing/testing
group.
4) Testing group to identify the problem.
5) Testing group to fill out the RMA test form before and after
diagnosing the problem and identifying solutions.
6) If the problem is found to be epidemic, necessary action to be
suggested to support group.
7) If the solution has to be incorporated into the manufacturing
procedure, take appropriate action.
8) Reuse the unit if possible after adequate testing.
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<PAGE>
PROCEDURE FOR REPAIR/RETURN OF SUB-ASSEMBLIES
NOTE: Use the anti-static band while assembling the system.
Motherboard/Memory/Power Supply:
Minor problems repairable at Frontier's site shall be done by Frontier (problems
like incorrect setup, incorrect jumper settings etc.). All major problems shall
be reported to WIN Enterprises and the unit returned to them for replacement.
Network Card:
AJI problems not addressable by Frontier shall be reported to the
distributor/manufacturer and the card returned.
PCC card:
Cards detected to be having problems shall be kept aside for repair and further
testing and a new card used in its place. The bad cards shall be debugged by
Frontier and roused if they are found to be redeemable. All cards that need an
extra jumper or other bodily repair to the PCB shall not be used as part of
NETscount products. They shall be used only for internal purposes. The problem
if found to be due to a vendor of one of the components on the card, shall duly
be reported and action taken.
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Frontier Software - Company Confidential
<PAGE>
INSERT GRAPH
<PAGE>
RMA PROCEDURES (1/18/95)
Accounting
-- Create an "Open and Closed RMAS" Binder
-- All units received without an RMA will be investigated promptly
-- Pink Copy - Stays with Jeanne/Sue in "Open and Closed RMAS" Binder
-- White/Yellow copies Always sent to Receiving
-- Repair & Returns Create folder with shipping paperwork & send to receiving,
Use RMA
EVALUATION RETURNS:
Yellow and White copies will be returned from "Repair Dept." together
REPAIR AND RETURN:
Yellow and White copies will be returned from "Repair Dept." together
REPLACEMENT RETURNS:
Yellow copy will be returned before White copy
-- Put Yellow copy in customer file
-- Match White copy with Pink copy, put in "Closed" section of RMA binder,
Compile RMA statistics
RECEIVING/MANUFACTURING AND SHIPPING:
-- Create Binder of "Open RMAs"
-- Units received without RMA will be set aside in Copy Room & Sue/Jeanne will
be notified
EVALUATION RETURN:
WHEN RECEIVED:
Fill in date received on RMA form Send BOTH copies of RMA form to
Accounting Place unit back into Inventory
REPAIR AND RETURN:
WHEN RECEIVED:
Fill in date received on RMA form Put BOTH copies of RMA form on
unit as work order Notify Girvan/Jim that unit has been received
Move RMA folder from "Incoming" to "In Process"
WHEN REPAIRED:
Fill in Repair information on RMA form and move unit & folder to
Shipping
WHEN SHIPPED:
Fill in ship date and information
Return BOTH copies of RMA form to accounting
REPLACEMENT RETURN:
<PAGE>
WHEN RECEIVED:
Fill in date received on RMA form
Send Yellow copy to accounting & put White copy on unit as work
order
Notify Girvan/Jim that unit has been received
WHEN REPAIRED:
Fill in Repair information on RMA form and send White (only) copy
to accounting
Place unit back into inventory
<PAGE>
ENGINEERING CHANGES AND DEVIATIONS
Vendor maintains a documented process for the incorporation of
engineering changes into the product and for the temporary deviation of product
structure, specifications, or processes. The controlling document for this
process is Vendor's document #00000-00. All engineering changes and product
deviations within seven days. Non-response within the allotted time shall
constitute approval of the request.
STOP SHIP PROCEDURES
In the event that it is demonstrated that the product fails to meet its
functional or quality objectives, either Vendor or Customer may issue a stop
ship request. The process for a stop ship is defined in Customers procedure
#RA.xx.00xx and outlined below.
a) The initiating QE notifies Vendors and Customer's program management and
quality departments explaining the problem, exposure, and possible recovery
plan.
b) The receiving party will acknowledge receipt of the stop ship request within
one work day.
c) Vendor will withhold product shipments to Customer.
d) Corrective action will be agreed to by both Vendor and Customer and
implemented by Vendor.
e) Upon successful execution of the corrective action, Customer QE will clear
the stop ship and grant permission then resume shipments of product to
customer.
<PAGE>
FRONTIER SOFTWARE
RELEASE CONTROL NOTES
<PAGE>
RELEASE CONTROL FORM
Product: (a separate form must be used for each product being released):
---------------------------------------------------------------------------------------------
Client _____ Model 9250 - SunNet Manager
_____ Model 9350 - Motif
_____ Model 9450 - Windows
SPARC Agent _____ Model 9510 - SPARC software for Ethernet
_____ Model 9520 - SPARC software for Token Ring
DOS Agent _____ Model 8010 - DOS software for Ethernet
_____ Model 8020 - DOS software for Token Ring
Probe _____ Model 6010 - Hardware Probe for Ethernet
_____ Model 6020 - Hardware Probe Token Ring
_____ Model 6040 - Hardware Probe for WAN
_____ Model 6050 - Hardware Probe for WAN & Ethernet
_____ Other (specify) _____________________
---------------------------------------------------------------------------------------------
Version Number. _____________________
Release Submitted By: _____________________
Date: _____________________
Software (submit one copy of each):
____ Source Code ____ Object Code or EPROM
Documentation (Mark "N/A" next to documentation that is NOT changing):
____ Manual (one copy) Document Ref Number _____
____ Addendum (one copy) Document Ref Number _____
____ Installation Instructions (one copy) Document Ref Number _____
____ Summary of changes from period release (One copy - REQUIRED)
Update Instructions:
_____ No - DO NOT update existing customers with this release
_____ Yes - update ALL existing customers.
_____ Yes - update SELECTED customers with release ___ or prior
Special instructions _______________________________________________
_______________________________________________
Comments: __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Release Authorization: ________________________________________________________
Anil Singhal Date
<PAGE>
NETSCOUT
RELEASE PROCEDURES
1) Release Schedule
The RELEASE SCHEDULE is used to coordinate all manufacturing activities
related to the release of a new product or version. Anil will revise and
distribute the Release Schedule as needed. Developers are responsible for
insuring that the Release Schedule reflects the correct release date for the
new product or version.
2) Release Package (Release Checklist attached)
The RELEASE COORDINATOR is the developer who is responsible for getting a
new product or version into production. A Release Coordinator should prepare
a RELEASE PACKAGE and give it to Anil on the day of release. Due to the lead
times for ordering manuals, etc. We may be unable to Immediately ship a
production version of releases that are unscheduled. Pre-release Procedures
should be followed until the unscheduled release has been accepted.
The RELEASE PACKAGE should include:
a) Software
- A copy of the OBJECT software or EPROM (or both)
- A copy of the SOURCE software
b) Manuals & User Documentation if required
- A copy of the updated manual
- A copy of the addendum to the manual
- A copy of the installation instructions
c) Manufacturing Instructions
- A completed Release Checklist
- A summary sheet that identifies changes from the prior release
- Hardware releases should include a list of changes affecting:
The Bill of Materials
Assemble Procedures
Testing Procedures
- Update Instructions
FOR SOFTWARE RELEASES: Once the RELEASE PACKAGE has been accepted, Charlie will
authorize the release coordinator to load the new software onto the
manufacturing SPARCstation.
SHIPPING PRE-RELEASE VERSIONS
When shipping a pre-release version of the NETscout software or hardware,
the DEVELOPER will have primary responsibility for making the diskettes or
hardware as well as preparing the requisite documentation. Accounting will
have responsibility for preparing shipping paperwork and will prepare
diskette labels when requested. Manufacturing will have responsibility for
actually shipping the order. The following steps should be followed:
<PAGE>
a) The requester completes an evaluation request and indicates that a
prerelease version to be shipped. The form should be given to
accounting.
b) Accounting will prepare the shipping papers and give a copy of this
evaluation request to the appropriate developer (the evaluation
request indicates that a copy of pre-release software or hardware is
needed). The developer will then have responsibility for preparing
this software or hardware as well as gathering the appropriate
manuals and/or installation instructions.
c) The developer will give the diskettes, documentation, and evaluation
request form to manufacturing who will then ship the completed
package.
ONCE A RELEASE IS ACCEPTED:
Manufacturing will follow these procedures once the release package is
accepted.
Update Master Copy of Software Charlie will provide Girvan with a
new Master Disk
(Object code only) or Master EPROM.
Manufacturing will archive the old
version of software and EPROMS.
Labels Jeanne will provide Girvan with new
diskette labels or EPROM
labels.
Invoice Paperwork All NEW picking lists will reflect
the new number. OLD paperwork must
be updated manually to reflect
the version that was actually
shipped.
Manuals Charlie will send a copy of the
manual to the printer and place the
initial order. Subsequent orders
will be placed by Girvan.
Off-site storage Charlie will send a copy of the
source and the manual to off-site
storage.
FRONTIER SOFTWARE
Bill-Of-Materials Procedures (6/22/95):
-- Engineering has full responsibility for approving changes to the BOM,
including the addition of new components or the creation of new component
versions. They will also identify any specific procedures for using
components (e.g. the 6020 must use the Racore card while the 6060 can use
Racore or Madge).
-- WIN must get prior permission from Frontier's engineering department before
changing or modifying any chassis sub-component.
-- Receiving/Manufacturing will inform engineering whenever a new component
versions is received. The components will be segregated and will not be used
until engineering approves the use of the new component
-- Manufacturing will not build probes with any component that is not included
on the Bill-of-Material. To request a probe with "un-authorized" components,
see the following section on Custom Work Order Procedures.
<PAGE>
MAKING CHANGES OR ADDITIONS TO THE BILLS OF MATERIAL:
-- Engineering will notify Charlie whenever changes are made to the BOM. AJI
must be approved by Anil. Charlie will notify manufacturing and accounting.
Changes to the BOM can be made independent of a software version release.
-- For changes that affect chassis version numbers, accounting will print
part/version number labels for WIN. The label will include a brief
description of major sub-components. WIN will label all chassis with the
correct part/version number.
-- Accounting will insure that all NEW work orders to conform to the new BOM.
-- Receiving will inspect all incoming chassis for valid Frontier part/version
numbers and will list part/version on packing lists. Receiving will inspect
other components for accepted version numbers. Un-approved components will
not be released to manufacturing and engineering will be notified
immediately.
-- Manufacturing will confirm that component part/version numbers used to build
a probe match those listed on the work order.
-- Accounting will insure that all component version listed on the work order
(including data entered by hand) are entered into the system to reflect the
part/version number of the components actually used.
-- Accounting will record the MAC address as a probe component (manufacturing
already lists the MAC address on the work order). This will allow a MAC
address look-up on the ACCESS database in addition to a serial number
lock-up.
<PAGE>
FRONTIER SOFTWARE
BILL OF MATERIALS AUTHORIZATION
GIVE COMPLETED BILL OF MATERIALS AUTHORIZATION TO CHARLIE FOR PROCESSING
MODEL: ______________________
FIRMWARE VERSION NUMBER: ______________________
EFFECTIVE DATE: ______________________
BOM CHANGE REQUESTED BY: ______________________
COMPONENTS (SEE COMPONENTS LIST FOR EXISTING VERSION NUMBERS):
COMPONENT VERSION # NEW VERSION*
--------- --------- ------------
--------------------------------------------- -------------- -------------
--------------------------------------------- -------------- -------------
--------------------------------------------- -------------- -------------
--------------------------------------------- -------------- -------------
* INDICATE NEW COMPONENT VERSIONS WITH A CHECK IN THIS COLUMN--
PROVIDE A DESCRIPTION OF THE CHANGES BELOW:
DESCRIPTION OF COMPONENT CHANGES / SPECIAL INSTRUCTIONS:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
----------------------------------------------------------------
APPROVAL (ANIL'S APPROVAL IS REQUIRED:):
----------------------------------------------------------------
SIGNATURE:
----------------------------------------------------------------
DATE:
----------------------------------------------------------------
<PAGE>
NETSCOUT COMPONENT TABLE
COMPONENT FRONTIER FRONTIER MANUFACTURER MANUFACTURER MANUFACTURER DATE DESCRIPTION
PART # VERSION # PART # REVISION # ACCEPTED
--------- ------- --------- ------------ ------------ ------------ -------- -----------
Ethernet - High End 4110
A Racal Interian Original Card
B Cogent 2 port
C Cogent Emaster+ 727001-01-00 3 port
Ethernet - Low End 4115
A Intel EtherExpress Pro ???? 1/15/95 EtherExpress Pro
Tohan Ring Card 4120
A Madge Original Card
B Madge Smart 16/4 9/1/94 Smaller Size
C Racore TR M8119-411-A 5/1/95 Original Card
FDDI-CDDI 4130
A DEC DEFPA-UA 50-22498-01 D1 5/1/95 Original Card
FDDI-SAS 4131
A DEC DEFPA-AA 50-22498-01 C1 5/1/95 Original Card
WAN Card 4150
A SDL RISCOM/H2 D Original Card
PCC Card 4210
A Qualitronics Original Card
B Qualitronics 9/1/94 Added Diodes
C Qualitronics 12/15/94 Diodes switched to capacitor
D Qualitronics 6/1/95 New board/bracket,
No jumper, same comp.
PCC Card w/o Flash 4211
D Qualitronics 6/1/95 Same as 4210-D but without
flash
36
<PAGE>
NETscout Chassis 40XX-66-B Accepted 6/1/95
MANUFACTURER MANUFACTURER DESCRIPTION
COMPONENT SUBCOMPONENT MANUFACTURER PART NUMBER REV $ DESCRIPTION
--------- ------------ ------------ ------------ ------------ -----------
Box Main Unit Bytech IWM101 Pro 2
Custom Modification Conductive Painting on front
Custom Modificaiton Front bezel is 94V.0 rated
Custom Modification Copper fingers for grounding
Custom Modification TUV heat shrink protection
Power Supply Main Unit HIPro CPFO
Motherboard Main Unit WIN B4000 2.2
Processor Intel 496/66
Cache 128K
Controller Chips & Tech T1
Chassis Label 40XX-66-B:B4000-2.2, CPFO, T1, 128
Description Chassis (SM): XXMB 486/66 Ver B
B4000-2.2, CPFO, T1, 128
NOTE: XX designates the memory size. There is a separate component for each
memory size.
<PAGE>
NETscout Chassis 40XXF-A Accepted 6/1/95
MANUFACTURER MANUFACTURER DESCRIPTION
COMPONENT SUBCOMPONENT MANUFACTURER PART NUMBER REVISION $ DESCRIPTION
--------- ------------ ------------ ------------ ------------ -----------
Box Main Unit TEAMMAX A1001
Power Supply Main Unit Senstron SQJ-4254CVB
Motherboard Main Unit WIN P90NG2 1A
Processor Intel Pentium 90
Cache 256K
Controller Neptune
Chassis Label 40XXF-A: P90NG2-1A, SQJ-4254CBV, Neptune, 256
Description Chassis (LG): XXMB P90 Ver A
P90NG2-1A, SQJ4254CBV, Nep 256
NOTE: XX designates the memory size. There is a separate component for each
memory size.
<PAGE>
EXHIBIT H
LABELING REQUIREMENTS
CISCO SWITCHPROBE
FRONTIER CISCO MID-SIZE LABEL PRODUCT NAME
MODEL CISCO PRODUCT MFG/STOCK LARGE FRONT LABEL (CDDI/FDDI (E&TR PROBES
NUMBER DESCRIPTION NUMBER NO. LOGO PROBES ONLY) ONLY)
-------- ----------- ------------- --------- ----------------- --------------- ------------
6010/4 Ethemet Probe, 4MB WS-PROBE-ETH-4M 74-0508-01 ciscoSystemslogo SwitchProbe
6010E2/8 Dual Segment Ethernet WS-PROBE-DUAL-ET 74-0507-01 ciscoSystemslogo SwitchProbe
Probe, 8MB
6020/4 Token Ring Probe, 4MB WS-PROBE-TR-4M 74-0506-01 ciscoSystemslogo SwitchProbe
6020T2/8 Dual Segment Token WS-PROBE-DUAL-TR 74-0505-01 ciscoSystemslogo SwitchProbe
Ring Probe, 8MB
7101ET/8 CDDI with Ethernet WS-PROBE-SCDDI-ET 74-0504-01 ciscoSystemslogo SwitchProbe
Connection, 8MB
7101TR/8 CDDI with TR WS-PROBE-SDDI-TR 74-0503-01 ciscoSystemslogo SwitchProbe
Connection, 8MB
7102ET/16 FDDI(SAS) with WS-PROBE-SFDDI-ET 74-0502-01 ciscoSystemslogo SwitchProbe
Ethernet Connection,
16MB
7102TR/16 FDDI(SAS) with TR WS-PROBE-SFDDI-TR 74-0501-01 ciscoSystemslogo SwitchProbe
Connection, 16MB
7103ET/16 FDDI(DAS) with WS-PROBE-DFDDI-ET 74-0500 ciscoSystemslogo SwitchProbe
Ethernet Conneciton,
16MB
7103/TR/16 FDII(DAS) with TR WS-PROBE-DFDDI-TR 74-0499-01 ciscoSystemslogo SwitchProbe
Connection, 16MB
Fast Ethernet, 8MB WS-PROBE-FE
FRONTIER SMALL FRONT LABEL
MODEL MODEL, BELOW
NUMBER DESCRIPTION PRODUCT NAME MISC., BELOW MODEL
-------- ----------- --------------- ------------------
6010/4 Ethemet Probe, 4MB Ethernet
6010E2/8 Dual Segment Ethernet Dual Ethernet
Probe, 8MB
6020/4 Token Ring Probe, 4MB Token Ring
6020T2/8 Dual Segment Token Dual Token Ring
Ring Probe, 8MB
7101ET/8 CDDI with Ethernet CDDI ETHERNET SIDE-BAND
Connection, 8MB
7101TR/8 CDDI with TR CDDI TOKEN RING SIDE-BAND
Connection, 8MB
7102ET/16 FDDI(SAS) with FDDI(SAS) ETHERNET SIDE-BAND
Ethernet Connection,
16MB
7102TR/16 FDDI(SAS) with TR FDDI(SAS) TOKEN RING SIDE-BAND
Connection, 16MB
7103ET/16 FDDI(DAS) with FDDI(DAS) ETHERNET SIDE-BAND
Ethernet Conneciton,
16MB
7103/TR/16 FDII(DAS) with TR FDDI(DAS) TOKEN RING SIDE-BAND
Connection, 16MB
Fast Ethernet, 8MB
37
<PAGE>
Notes:
1) a stick on a label indicating device serial number, MAC address, Cisco
Mfg/stock number and memory configuartion should be placed on the rear of
the unit.
2) The FDDI probes were orioginally configured with 8MB RAM, they will now be
offered with 16MB RAM
3) SwitchProbe (tm) should include trademark identification
Example, 60x0 series: Example, 710x series:
SWITCHPROBE
SwitchProbe FDDI(DAS)
Dual Token Ring Token Ring Side-Band
<PAGE>
EXHIBIT I
THIRD PARTY PRODUCT ROYALTIES AND LICENSES WHICH EXIST AS OF
THE EFFECTIVE DATE OF THIS AGREEMENT
Cisco shall be obligated to pay all license fees and royalties, if any, with
respect to any third party proprietary rights and technologies which are
required for the exercise of Cisco's Manufacturing Rights and which are listed
below. All other such third party royalties and licenses which are not listed
below and which are required for Cisco to exercise the Manufacturing Rights
under this Agreement shall be paid by Frontier.
38