Software License Agreement - Dell Products LP and Brocade Communications Systems Inc.
DELL SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you, the user, and Dell Products, L.P. By
opening the software packet(s), you agree to be bound by the terms of this
agreement. If you do not agree to these terms, promptly return all software
items (disks, written materials, and packaging) for a full refund.
You may use one copy of the software on only one computer at a time. If you have
multiple licenses for the software, you may use as many copies at any time as
you have licenses. "Use" means loaded in temporary memory or permanent storage
on the computer. Installation on a network server solely for distribution to
other computers is not "use", if you have a separate license for each computer
to which the software is distributed. If users will exceed the number of
licenses, you must have a reasonable process to assure that the number of
persons using the software concurrently does not exceed the number of licenses.
The software is protected by United States copyright laws and international
treaties. You may make one copy of the software solely for backup or archival
purposes or transfer it to a single hard disk provided you keep the original
solely for backup or archival purposes. You may not rent or lease the software
or copy the written materials accompanying the software, but you may transfer
the software and all accompanying materials on a permanent basis, if you retain
no copies and the recipient agrees to the terms, hereof. Any transfer must
include the most recent update and all prior versions. You may not reverse
engineer, decompile or disassemble the software. If the package contains 3.5"
and 5.25" disks, you may use only the disks appropriate for your computer. You
may not use the disks on another computer or network, or loan, rent, lease, or
transfer them to another user except as permitted by this agreement.
LIMITED WARRANTY
Dell warrants that the software disks are free from defects in materials and
workmanship under normal use for ninety (90) days from the date you receive
them. This warranty is limited to you and is not transferable. Any implied
warranties are limited to 90 days. Some jurisdictions do not allow limits on the
duration of an implied warranty, so this limitation may not apply to you. The
entire liability of Dell and its suppliers, and your exclusive remedy, shall be
(a) return of the price paid for the software or (b) replacement of any disk
that does not meet this warranty which is sent with a return authorization
number to Dell, at your cost and risk. This limited warranty is void if any disk
damage has resulted from accident, abuse, misapplication, or service or
modification by someone other than Dell. Any replacement disk is warranted for
the remaining original warranty period or 30 days, whichever is longer. Dell
does not warrant that the functions of the software will meet your requirements
or that operation of the software will be uninterrupted or error free. You
assume responsibility for selecting the software to achieve your intended
results, and for the use and results obtained from the software. Dell disclaims
all other warranties, express or implied, including but not limited to implied
warranties of merchantability and fitness for a particular purpose, for the
software and all accompanying written materials. This limited warranty gives you
specific legal rights. You may have others, which vary from jurisdiction to
jurisdiction.
In no event shall Dell or its suppliers be liable for any damages whatsoever
(including, without limitation, damages for loss of business profits, business
interruption, loss of business information, or other pecuniary loss) arising out
of use or inability to use the software, even if advised of the possibility of
such damages. Because some jurisdictions do not allow an exclusion or limitation
of liability for consequential or incidental damages, the above limitation may
not apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS
The software and documentation are provided with Restricted Rights. Use,
duplication or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as
applicable. Contractor/manufacturer is Dell Products, L.P., One Dell Way, Round
Rock, TX 78682. This license is effective until terminated. It will terminate
upon the conditions set forth above or if you fail to comply with any term
hereof. Upon termination, you agree that the software and accompanying
materials, and all copies thereof, will be destroyed. This agreement is governed
by the laws of the State of Texas. You acknowledge that you have read this
agreement, you understand it, you agree to be bound by its terms, and that this
is the complete and exclusive statement of the agreement between you and Dell
regarding the software.
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This Master Purchase Agreement (this "Agreement") by and between Brocade
Communications Systems, Inc. ("BROCADE(R)"), a corporation registered in
California and located for the purposes of this Agreement at 1901 Guadalupe
Parkway, San Jose, California 95131 and Dell Products L.P., a Texas limited
partnership ("Dell") located at One Dell Way, Round Rock, Texas 78682, is
effective as of November 1, 1998 ("Effective Date"). Dell Computer Corporation
("DCC") and any of its corporate subsidiaries or Affiliates may purchase
Products (as defined hereafter) and enjoy the benefits of this Agreement, but
all liabilities and obligations incurred by Dell, DCC, or any of DCC's
subsidiaries or Affiliates under this Agreement will be the sole responsibility
of Dell. This Master Purchase Agreement and its Schedules are hereinafter
collectively referred to as the "Agreement."
1.0 Introduction
This Agreement sets forth the only terms and conditions under which Dell shall
purchase products from BROCADE. For the purpose of this Agreement, products
include any software and/or documentation that accompany the products
(hereinafter collectively referred to as "Products"). The terms and conditions
of this Agreement shall apply to all purchase orders ("Dell PO(s)") issued by
Dell for the purchase of Products. In the event of any conflict between the
terms of Dell PO(s) or BROCADE order acknowledgment(s) and this Agreement, the
terms of this Agreement will prevail. Any additional terms contained in Dell
PO(s) or BROCADE order acknowledgment(s) shall not be binding unless accepted by
the other party in writing.
2.0 Term and Termination
The initial term of this Agreement shall be [*] beginning on the
Effective Date. This Agreement will automatically renew for additional one-year
terms unless one party informs the other of its intent to let the Agreement
expire at least one hundred and twenty (120) days before the end of the then
current term. Either party may terminate this Agreement upon written notice
based on the material breach of the other party, provided that the party alleged
to be in material breach receives thirty (30) days written notice stating the
cause and an additional thirty (30) days to cure.
3.0 Price
3.1 The initial price for each Product purchased hereunder shall be agreed to by
the parties and included in the applicable Schedule. The unit price for each
Product will be reviewed on a quarterly basis or as otherwise required by Dell
as a result of competitive pressures in quarterly business review meetings
("QBRs"). Product prices shall not be increased unless mutually agreed to by the
parties. If prices are changed, the applicable Schedule shall be updated to
reflect the new price. Worldwide prices will be negotiated between BROCADE and
Dell Worldwide Procurement at Dell's corporate headquarters in Austin, Texas.
3.2 Dell expects material cost reductions to be worked aggressively by BROCADE.
BROCADE shall review with Dell, on an ongoing basis, a value chain analysis for
each Product and all costs associated with manufacturing each Product. [*] All
prices shall be in United States dollars. Prices set forth in this Agreement
include all charges for Product(s) except for [*] charges. Dell shall pay all
such [*] charges to the extent such charges are listed as a separate line item
in BROCADE's invoices. Dell shall not be responsible for any duties, fees, taxes
or other charges (i) that BROCADE fails to disclose on its on invoices for
Product(s), (ii) which are imposed on BROCADE's net income, or (iii) for which
Dell has submitted an appropriate exemption certificate or other equivalent
documentation for taxing jurisdictions outside of the United States ("Exemption
Documentation"). Dell shall pay BROCADE all additional taxes that result from
any failure by Dell to provide appropriate Exemption Documentation.
Additionally, it is necessary for Dell to determine its business exposure
resulting from the volatility of some foreign
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currencies. The currency content from the various elements of Product cost are
required. To the extent available from BROCADE's third party contract
manufacturer, this currency content shall be broken out by labor, material,
overhead and profit as a percentage of the total Product cost. BROCADE shall use
commercially reasonable efforts to provide a complete currency content analysis
for 'A' items on a quarterly basis.
A typical example of a currency analysis for a component purchased from a Korean
company, manufactured in Taiwan, using Japanese, Korean and Malaysian components
might show foreign content in at least four (4) currencies, as follows:
Element Currency Content
------- ----------------
Material Japanese yen (15%), Korean Won (12%) and Malaysian Ringgit (32%)
Labor and Overhead New Taiwan Dollar (12%)
Profit Korean Won (55%)
3.3 BROCADE represents and warrants that the prices for Products shall not be
less favorable than prices applicable to sales by BROCADE to any other customer
purchasing like quantities of substantially comparable products. If at any time
during the term of this Agreement BROCADE accords to any other such customer
more favorable prices, BROCADE shall immediately offer to sell the Products to
Dell at equivalent prices accorded to such other customer.
4.0 Payment
4.1 Payment for Dell PO(s) with Dell's European Manufacturing Facility ("EMF")
will be made [*] end of month from the later of the date of BROCADE'S invoice or
receipt of the Products by Dell.
4.2 For Dell PO(s) issued by all other Dell manufacturing locations, payment
will be made [*] from the later of the date of BROCADE'S invoice or receipt of
Products by Dell.
4.3 In the event taxes are required to be withheld by any foreign taxing entity
on payments due BROCADE, Dell will deduct such taxes from any amount owed
BROCADE and pay them to the appropriate taxing authority. Dell will provide
BROCADE a receipt for such taxes.
4.4 All will be in U.S. dollars unless the parties otherwise agree.
5.0 Delivery of Products
5.1 The parties recognize that Products may be provided to Dell in two ways: (1)
from an [*] or (2) directly to Dell without use of [*]. The parties recognize
that some terms and conditions will be the same in both situations and others
terms may vary depending on the method by which Dell receives the Products. The
parties, therefore, agree that the applicable provisions shall be as follows:
5.2 Provisions applicable to Products whether or not [*] is used:
5.2.1 [*] BROCADE agrees to fill all accepted Dell POs and will use commercially
reasonable efforts to reduce the lead-time for Products during the term of this
Agreement. Time is of the essence for all deliveries. BROCADE shall not ship
Products to Dell that were manufactured in locations not approved in advance and
in writing by Dell.
5.2.2 BROCADE will handle, pack, mark, and ship the Products in accordance with
Dell's packing and labeling specifications as set forth in Schedules D, E and F
attached hereto (and as modified by Dell from time to time). Dell may inspect
each delivery of Products and perform those tests it deems necessary to
determine if the Products are acceptable. Dell shall inspect the Products within
thirty (30) days of delivery to Dell. Dell shall be deemed to have accepted the
Products only in the event that Dell: (i) fails to accept or reject the Products
on or before the expiration of the thirty (30) day inspection period, (ii)
explicitly accepts the Products in writing, or (iii) delivers the Products to
any customer. Dell's acceptance of any Products shall in no way be construed as
a representation by Dell that Dell has completely tested the Products or that
such Products comply with their specifications or conform to any other
warranties made by BROCADE under this Agreement. Dell's acceptance of any
Product shall in no way negate any warranty provided under this Agreement or
affect any other provision of this Agreement. Dell's remedy in the event of
non-acceptance is a warranty return for credit. Except as expressly set forth in
this Agreement, any
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expenditures or commitments by BROCADE in anticipation of Dell's requirements
shall be at BROCADE'S sole risk and expense.
5.3 Delivery to Dell [*]:
5.3.1 Unless Dell specifically requests that Product be delivered directly to
Dell, all Products delivered under this Agreement to Dell shall [*] BROCADE
agrees to establish [*] requested by Dell as volume thresholds per location are
met as agreed by the parties. In advance of establishing [*] to handle inventory
requirements for AMF. In advance of establishing [*] BROCADE has agreed to
support inventory requirements for these regions from the [*] is to be used to
support particular [*] held by BROCADE.
5.3.2 Delivery shall take place Deliver Duty Unpaid ("DDU") (Incoterms 1990) [*]
upon withdrawal of Product(s) by Dell from [*] with the exception of [*]
Deliveries to Dell's manufacturing location from [*] shall take place [*].
5.3.3 BROCADE agrees to maintain [*] in quantities equal to [*] unless otherwise
agreed to in writing by the applicable Dell region. For the first four (4) weeks
of operation, the [*]. After four (4) weeks of operation, [*]. The parties will
work together to determine the appropriate [*] required for End of Life ("EOL")
situations. BROCADE agrees to replenish the [*] in accordance with Section 6.1,
and additionally will make commercially reasonable efforts to ensure the
required [*] is on hand at all times. Dell and BROCADE will meet periodically
for an [*]. At this meeting [*] at both Dell and BROCADE will be reviewed, along
with any changes in Dell [*].
5.3.4 On approximately a monthly basis, Dell will provide rolling six (6) month
forecasts of projected purchases of Products for AMF, EMF, APCC, CCC and
possibly other [*] locations, but any such forecasts provided by Dell are for
planning purposes only and do not constitute a commitment of any type by Dell.
No later than [*] after receipt of the Dell six (6) month forecast, BROCADE
agrees to [*] for a rolling six (6) month period (current month plus five). [*]
In the event that the Dell forecast is in apparent conflict with the Dell orders
received by BROCADE (including reschedule and cancellation signals), the parties
agree to meet promptly upon BROCADE's request to discuss the apparent conflict
with the intent of resolving the inconsistency. Such meeting shall include the
Dell commodity manager or appropriate functional equivalent.
5.3.5 Dell will transmit Dell PO(s) by facsimile or other agreed upon means, on
a monthly basis, to cover Dell's forecasted requirements for the next [*]. Such
Dell PO(s) will be continually updated to reflect Dell's next [*] forecast. All
orders shall be in writing, shall reference this Agreement and shall contain (as
a minimum) the following information: price, part number, quantity of each
Product required, delivery date and [*]. BROCADE will send Dell an
acknowledgement within [*] of receipt of the Dell PO. In order to request
particular shipments of Product(s) [*] Dell shall issue written orders
authorizing BROCADE to [*] Dell's transmission of a [*] is BROCADE'S only
authorization to deliver Products to Dell and invoice Dell for the part numbers
and quantities set forth in the [*]. Title and risk of loss for all Products
shall remain with BROCADE until the Products are [*].
5.4 Delivery directly to Dell without using [*]. If Dell authorizes BROCADE
to deliver Product directly from BROCADE to Dell without using [*] the
following terms shall apply:
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5.4.1 Dell will transmit a Dell PO by facsimile or other agreed upon means, on a
monthly basis, to cover Dell's forecasted requirements for the next [*]. All
orders shall be in writing, shall reference this Agreement and shall contain (at
a minimum) the following information: price, part number, quantity of each
Product required, delivery date and [*] BROCADE will send Dell an
acknowledgement within [*] of receipt of the Dell PO. BROCADE will then schedule
delivery of each Product to the [*] on the delivery date listed in the Dell PO.
Delivery will not be deemed to be complete until Products have been actually
delivered to the [*] BROCADE shall not make deliveries more than [*] earlier
than the delivery date listed in the Dell PO. If Products are delivered more
than [*] early, Dell may: [*]. If only a portion of the Products are available
for shipment to meet the delivery date, BROCADE will notify Dell and ship the
available Products unless otherwise directed by Dell. [*]
5.4.2 Dell's transmission of a Dell PO is BROCADE'S only authorization to
deliver Products to Dell and invoice Dell for the part numbers and quantities
set forth in the Dell PO. Dell's obligation to furnish Dell POs in advance of
delivery does not affect, in any way, [*] on a line item basis, as set forth in
Section 6.0 of this Agreement. [*]
6.0 Reschedule and Cancellation
6.1 Reschedule In (Increase). Dell shall be permitted to increase the quantities
scheduled to be delivered [*] without cost or liability for quantities of
Product(s) as set forth in the tables below, with the limitation that each line
item on an individual Dell PO may be subject to increase only [*]. Both parties
acknowledge that the SilkWorm(TM) Express product will be used for early
time-to-market, and will be short lived. The expected launch date for
SilkWorm(TM) Express is January 15, 1999, [*]. For the SilkWorm(TM) Express
Product, increase of orders by Dell shall be permitted as follows:
Days from planned
delivery to [*] Increase Amount
0 - 30 [*]
31 - 45
46 - 60
61 - 90
91+
[*] increase of orders by Dell shall be permitted as follows:
Days from planned
delivery to [*] Increase Amount
0 - 14 [*]
15 - 30
31 - 60
61 - 90
91+
By way of example, if on January 1 Dell wanted to increase the quantities
scheduled to be delivered on January 31 (31 days notice), BROCADE agrees to
increase the originally scheduled delivery quantity by a minimum of [*]
Throughout this Agreement, any reference to days means calendar days unless
otherwise specified.
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6.2 Reschedule Out (Push Out). Dell shall be permitted to extend the delivery
date for orders without cost or liability for quantities of Product(s) as set
forth in the tables below, with the limitation that (a) for the SilkWorm(TM)
Express product, delivery dates for each line item on an individual Dell PO may
be [*] and (b) for all other products, delivery dates for each line item on an
individual Dell PO may be [*].
For the SilkWorm(TM) Express Product, Dell may extend delivery dates for orders
as follows:
Days from planned
delivery to [*] Reschedule Amount
0 - 30 [*]
31 - 45
46 - 60
61 - 90
91+
[*] Dell may extend delivery dates for orders as follows:
Days from planned
delivery to [*] Reschedule Amount
0 - 14 [*]
15 - 30
31 - 60
61+
6.3 Cancellation:
6.3.1 Dell may cancel Dell PO(s), in whole or in part. Dell's liability, if
any, for Dell POs cancelled under the terms of this Agreement shall be limited
to BROCADE's [*] for the percentage of Product(s) applicable as set forth below.
[*] BROCADE must document BROCADE'S [*] as a result of Dell's cancellation to be
entitled to [*]. Furthermore, for the SilkWorm(TM) Express Product, the costs
should be [*].
Days from planned Cancellation
delivery to [*] Amount
0 - 30 [*]
31 - 45
46 - 60
61 - 90
91+
[*] cancellation of orders by Dell shall be permitted as follows:
Days from planned Cancellation
delivery to [*] Amount
0 - 30 [*]
31 - 60
61+
6.3.2 If Dell terminates individual Dell PO(s) in whole or in part because
BROCADE'S quality does not meet the agreed to Quality Goals (as defined in
Section 12.1) set forth in Schedule B, Dell may terminate any or all outstanding
Dell PO(s) without liability or charge.
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6.3.3 BROCADE acknowledges and agrees that the liabilities set forth herein
represent Dell's sole liability for the cancellation of Dell PO(s) in accordance
with the terms of this Agreement and represents the sole and exclusive remedies
of BROCADE for cancellation of Dell PO(s) in accordance with the terms of this
Agreement.
7.0 Software, Documentation and Trademarks
7.1 BROCADE agrees to provide Dell with Product documentation for use in the
sale and support of Products that Dell is purchasing ("Documentation"). The
BROCADE Documentation (in English) shall be provided in hard copy and FrameMaker
source format unless otherwise requested by Dell. Dell may modify, reproduce and
distribute the Documentation in hard copy or softcopy form as well as in
electronic form on Dell's website or bulletin boards in connection with the sale
and support of the Product. BROCADE agrees to provide updates as they become
available, in the same format. If Dell modifies and introduces errors into such
Documentation, BROCADE has no liability for such errors.
7.2 Software License
7.2.1 BROCADE hereby grants to Dell a non-exclusive, worldwide, revocable except
as expressly provided in Section 7.2.4, royalty-free right and license, under
all copyrights, patents, patent applications, trade secrets and other necessary
intellectual property rights of BROCADE, to (i) use, execute, and display all
device drivers, firmware and software of BROCADE used in the operation and
support of the Product, [*] or backup copies of the same (collectively the
"Software"), in object code form, in conjunction with, or for use with Products,
(ii) distribute or license the Software, in object code form, as part of, in
conjunction with, or for use with Products sold or leased by Dell to end users,
and (iii) authorize, license and sublicense third parties to do any, some or all
of the foregoing. Dell shall distribute the Software to end users pursuant to
Dell's end user license agreement, attached hereto as Schedule I, as updated by
Dell from time to time.
7.2.2 Dell shall have no right to (i) modify or adapt the Software for other
products or create derivative works of the Software, (ii) decompile, reverse
engineer, or disassemble the Software for purposes of designing similar
products, or (iii) use or distribute the Software other than in connection with
the use or distribution of the Products.
7.2.3 Dell agrees that the foregoing licenses do not grant any title or other
right of ownership to the Software and that BROCADE owns and shall continue to
own all right, title and interest in and to the Software.
7.2.4 Upon any termination or expiration of this Agreement, Dell's rights set
forth in this Section 7.2 shall terminate except as follows: (i) end users shall
be permitted continued use of the Software in conjunction with the operation of
the Products so long as they are not in breach of Dell's end user license
agreement attached hereto as Schedule I, and (ii) Dell shall retain a
nonexclusive, worldwide license to use and execute the then-current version of
the Software internally (in object code form only) for the sole purpose of
assisting Dell end users with the maintenance of the Products purchased from
Dell.
7.3 During the term of this Agreement, BROCADE grants to Dell a nonexclusive,
worldwide, royalty-free and non-transferable license to use the BROCADE
trademarks, service marks and trade names used by BROCADE in connection with the
advertising, promotion and distribution of the Products ("Marks"). This license
does not include the right to sublicense the use of the Marks. Dell shall use
reasonable efforts to ensure that Dell's use of the Marks is in compliance with
BROCADE's trademark usage guidelines, as provided to Dell by BROCADE from time
to time. In addition, Dell agrees that the nature and quality of any materials
created or distributed by Dell bearing the Marks shall be of a similar quality
as that of Dell's other products. Upon BROCADE's written request, Dell shall
supply BROCADE with specimens of any requested materials bearing the Marks. If
BROCADE reasonably determines that any materials bearing the Marks fail to
conform to such quality standards, BROCADE shall promptly so notify Dell and
Dell and BROCADE shall mutually agree upon a plan of corrective action. Dell
acknowledges that BROCADE is the sole and exclusive owner of the Marks, and Dell
agrees that it will do nothing inconsistent with such ownership, either during
the term of this Agreement or afterwards. Dell's use of the Marks shall inure to
the benefit of and be on behalf of BROCADE. Upon termination or expiration of
this Agreement for any reason, Dell immediately will cease use of the Marks,
except as necessary (i) to distribute and service remaining Products as provided
for under this Agreement, or (ii) for Dell to exercise the rights granted in
Section 16 of this Agreement.
8.0 Product Withdrawal
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8.1 Except for the transition from the SilkWorm(TM) Express Product to [*]
BROCADE will provide Dell with at least one hundred and eighty (180) days prior
written notice for all Products prior to the last date of manufacture of a
Product; PO(s) may be placed up to [*] prior to such last date of manufacture.
For the transition from the SilkWorm(TM) Express Product to [*] BROCADE will
provide Dell with at least [*] prior written notice prior to the last date of
manufacture of the SilkWorm(TM) Express Product; PO(s) may be placed up to [*]
prior to such last date of manufacture. For purposes of this Section 8.1, the
"Rescheduling In" provisions at Section 6.1 shall not apply in the final [*] of
the written notice period. However, BROCADE agrees to use commercially
reasonable efforts to support any Dell upside requirements during this period.
Subject to Product availability, BROCADE will accept Dell PO(s) for Products to
be withdrawn [*] Dell agrees to use commercially reasonable efforts to qualify
and release the [*].
8.2 Spare parts and repair capability for the Products shall be retained by
BROCADE for [*] from the last date of manufacture. If spares or
repairs are not available during such [*] period, BROCADE will use
best commercial efforts to provide similar product with equivalent or better
functionality. BROCADE shall allow Dell to make a final last time spares buy in
order to provide support for such Products. [*]
9.0 Warranties
9.1 BROCADE represents and warrants on an ongoing basis that:
(a) Dell will acquire good and marketable title to the Products, and that all
Products will be free and clear of all liens, claims, encumbrances and
other restrictions;
(b) all Products will be new and unused unless Dell requests Refurbished
Products in writing. If Dell requests Refurbished Products, the Refurbished
Products will be provided to Dell clearly marked as such ("Refurbished
Products" shall mean Products that contain used or repaired parts);
(c) all Products will be [*] and will conform to BROCADE'S Product
specifications (attached as Schedule H) and specifications provided by Dell
attached as Schedules D (packaging), E (labeling) and F (barcode labeling),
: (i) for a period of [*] from the date of delivery to Dell for the Gigabit
Interface Converter components ("GBICs") of Products, or as extended
thereafter in accordance with BROCADE's warranty terms with any qualified
supplier of GBICs, and (ii) for a period of [*] from the date of delivery
to Dell for all other Products and components. [*] BROCADE agrees to use
first-in first-out (FIFO) method for finished goods. The foregoing
warranties do not cover BROCADE Products that were subjected to misuse,
abuse, improper repair, or unusual physical or electrical stress;
(d) it has all the necessary rights and licenses in the Products necessary to
allow Dell to distribute and resell Products without restriction or
additional charge;
(e) the Products shall be able to accurately process date data (including, but
not limited to, calculating, comparing, and sequencing) between the
twentieth and twenty-first centuries; and
(f) BROCADE's own internal systems including, but not limited to, manufacturing
systems shall be able to accurately process date data (including, but not
limited to, calculating, comparing, and sequencing) between the twentieth
and twenty-first centuries.
9.2 If Dell determines that any Product unit does not conform to the foregoing
warranties ("Non-complying Product"), BROCADE will provide, within [*] of
receipt of Non-complying Product, (i) an initial failure analysis of the
Non-complying Brocade manufactured Product, and/or (ii) failure verification of
a GBIC product. For line rejects or failures identified by Dell at its
distribution centers or manufacturing locations, Dell [*] of the Non-complying
Products. [*] shall be applied no later than [*] after Dell's notice of
noncompliance, and will take [*] from Dell or the BROCADE RMA. For Non-complying
Product which has been sent to a customer, BROCADE shall (at Dell's sole option)
either (a) repair or replace such Product with new or Refurbished Product within
[*]
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following receipt by BROCADE for return to Dell for service spares, or (b) [*]
of the Non-complying Products [*]. In the event Dell requests the return of
repaired or reworked Products, BROCADE shall ensure that such Products are
clearly marked as repaired or reworked, and separated from new Product. In order
to facilitate the return of such Non-complying Products, BROCADE will issue
Return Material Authorizations ("RMAs") in [*] for each Dell manufacturing
facility. When a manufacturing facility has [*] BROCADE will issue [*] of Dell's
request (limited to business days). In addition to BROCADE'S obligation to
conduct an initial failure analysis, BROCADE agrees to [*]. BROCADE also agrees
to provide a failure analysis of the defective Product unit to the component
level within [*] of receipt of the Product unit, with a goal of providing such
component level analysis within [*]. Non-complying Products may be returned to
BROCADE by Dell or Dell's service partners. If the parties determine that there
are excessive No Trouble Found returns from Dell's service partners, Dell and
BROCADE agree to address this issue.
9.3 Dell agrees to use commercially reasonable efforts to verify field failures
before returning Non-complying Product to BROCADE for repair or replacement. The
parties will work together to ensure that Dell and its service providers have
the tools and expertise required to investigate and troubleshoot failures in the
field. In the event that BROCADE has reasonable cause to believe that Dell's
verification process has allowed an excessive number of No Trouble Found ("NTF")
Products to be returned to BROCADE, then BROCADE shall contact Dell and Dell
agrees to examine its process and shall work to reduce NTF Products. BROCADE
shall notify Dell in the event that NTF returns exceed [*] of all Product(s)
purchased by Dell within [*] and provide Dell with copies of all test reports
and documentation related to BROCADE's testing of such Product(s). Dell shall
have [*] from the date such notice and documentation is provided to Dell to
examine test reports and documentation related to NTF returns and to cure any
such excessive NTF returns. Dell agrees to pay all undisputed NTF charges as set
out in Schedule A for subsequent NTF rates exceeding [*] over a given [*]
period. Disputed NTF charges shall be submitted to the dispute resolution
procedures as stated in Section 19.1.
9.4 All Non-complying Products returned by Dell to BROCADE will be shipped at
BROCADE'S risk and expense including packing and freight charges to and from
BROCADE. Non-complying Product will be returned by Dell in appropriate packaging
to protect the Product.
[*]
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*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 10
[*]
9.6 During the term of this Agreement, any repair and reconditioning of any
product not covered by warranty shall be subject to BROCADE's then-standard out
of warranty prices, terms, and conditions as set forth in Schedule A.
9.7 THE FOREGOING WARRANTIES, TERMS OR CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU
OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT
OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
10.0 Indemnification
10.1 BROCADE agrees to defend, indemnify and hold harmless Dell, DCC, DCC's
subsidiaries or Affiliates and their respective directors, officers, employees,
agents, customers and distributors from and against any and all claims, actions,
demands, legal proceedings, liabilities, damages, losses, judgments, authorized
settlements, costs and expenses, including, without limitation, reasonable
attorney's fees, arising out of or in connection with any claims or actions by
third parties alleging:
(i) infringement by BROCADE and/or Product(s) of [*];
(ii) that a Product provided under this Agreement has caused bodily injury
(including death) or has damaged real or tangible personal property;
(iii) a cause of action arising out of or relating to BROCADE'S provision of
repaired Products that contain used or refurbished parts that are not clearly
and conspicuously labeled as such;
(iv) a cause of action based on any violation by BROCADE of any governmental
laws, rules, ordinances or regulations; and/or
(v) a cause of action by or on behalf of BROCADE'S subcontractors, materialmen,
suppliers, employees or agents.
"Affiliate" means, with respect to any party, any other party that, directly or
indirectly controls or is controlled by or is under common control with such
party. For purposes of this definition, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
management or policies of such party, whether through the ownership of voting
securities or by contract or agency or such similar arrangement.
10.2 In the event of any such claims, BROCADE's indemnity option is contingent
upon Dell's obligation to: (1) promptly notify BROCADE, (2) cooperate with
BROCADE in the defense thereof, and (3) not settle any such claims without
BROCADE'S prior written consent, which BROCADE shall not unreasonably withhold
unless such settlement could expose BROCADE to additional liability to Dell or
third parties or otherwise adversely affect the operation of BROCADE's business.
10.3 In addition to BROCADE'S obligations and liabilities above, if an
infringement claim is made or appears likely to be made about a Product, BROCADE
shall, at BROCADE's option, [*].
10.4 THE FOREGOING PROVISIONS OF THIS SECTION 10.0 STATE DELL'S SOLE AND
EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT BY THE PRODUCTS OF ANY THIRD PARTY
PROPRIETARY RIGHTS OF ANY KIND.
11.0 Liability
EXCEPT FOR BROCADE'S OBLIGATIONS AND LIABILITIES UNDER SECTION 10.0
("INDEMNIFICATION"), OR BREACH BY EITHER PARTY OF CONFIDENTIALITY UNDER THE NDA,
NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR ANY OTHER
10 of 16
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 11
INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON A
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR
OTHERWISE, UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE
POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR BROCADE'S OBLIGATIONS AND LIABILITIES
UNDER SECTION 10.0 ("INDEMNIFICATION") OR BREACH OF CONFIDENTIALITY UNDER THE
NDA, EITHER PARTY'S TOTAL LIABILITY TO THE OTHER UNDER THIS AGREEMENT FROM ALL
CAUSES OF ACTION OF ANY KIND WILL BE LIMITED TO THE [*].
12.0 Quality, Product Safety, Regulatory Compliance and Engineering Changes
12.1 [*] BROCADE agrees to meet or exceed the quality requirements set forth
herein and in the applicable Schedule (the "Quality Goals"), except with respect
to GBICs. If BROCADE fails to achieve the Quality Goals, BROCADE shall promptly
put into place a corrective action plan to be agreed upon with Dell to bring
quality performance back in line with the Quality Goals. In the event that
BROCADE fails to meet the Quality Goals, after written notice to BROCADE with a
[*] cure period, Dell may cancel any outstanding orders without penalty,
notwithstanding any other provision in this Agreement. If BROCADE fails to meet
the Quality Goals due to BROCADE fault, then BROCADE and Dell will agree [*]
relating to repair or replacement for Product outside of such Quality Goals;
provided however that nothing in this Section shall in any way derogate the
warranty provision at Section 9 or the [*] at Section 9.5. With respect to
GBICs, in the event of a non-compliance with the Quality Goals, BROCADE agrees
to use all reasonable efforts to work with its GBIC supplier(s) to determine the
cause of such non-compliance under the terms of this Section 12.1 and to agree
on a plan of corrective action therefor. [*].
12.2 In the event either BROCADE or Dell becomes aware of any information which
reasonably supports a conclusion that a hazard may exist in any Product and the
defect could cause death or bodily injury to any person or property damage (a
"Hazard"), the party becoming aware of this information shall notify the other
of the Hazard. Whenever possible, notification to the other party shall precede
notice to any governmental agency, unless required by law. BROCADE and Dell
shall promptly exchange all relevant data and then, if practical, as promptly as
possible, meet to review and discuss the information, tests, and conclusions
relating to the alleged Hazard. At this meeting the parties shall discuss the
bases for any action, including a recall, and the origin or causation of the
alleged Hazard. [*] Each party shall, on request, provide to the other
reasonable assistance in (i) determining how best to deal with the Hazard; and
(ii) preparing for and making any presentation before any governmental agency
which may have jurisdiction over Hazards involving Products.
12.3 BROCADE is responsible for obtaining and maintaining all U.S. and foreign
regulatory approvals for the Product(s), as specified by Dell in Schedule G and
as required for BROCADE's standard products. Additionally, BROCADE will assist
Dell in addressing problems with its Products that contribute to a Dell system's
failure to meet any regulatory requirement due to BROCADE Products being
integrated into the Dell system.
12.4 Engineering Changes
12.4.1 BROCADE agrees to notify Dell of all Product changes. BROCADE shall
provide [*] notice of changes that affect the Product's (including Software or
drivers) form, fit or function to allow Dell to evaluate such changes. Dell
shall respond to such proposed changes within [*] of receiving notice from
BROCADE. In the event that Dell fails to respond within such period, BROCADE
should use commercially reasonable efforts to contact appropriate
representatives at Dell to determine Dell's response and otherwise may deem such
changes to be accepted by Dell. Notwithstanding the foregoing, any changes that
materially affect the Products (including Software or drivers) form, fit or
function require Dell's written consent in the form of an agreed to Engineering
Change Order ("ECO").
12.4.2 BROCADE may issue notice of "Mandatory Changes," which are changes
required to satisfy governmental standards, for safety, or to guarantee
continuity of supply. BROCADE will make all commercially reasonable
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*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 12
efforts to provide Dell with [*] prior written notice of Mandatory
Changes prior to implementing such changes, and will notify Dell not more than
[*] after BROCADE becomes aware of the need to make a
proposed change (with the exception of potential safety and hazard issues which
require immediate notification). [*]
13.0 Compliance
13.1 Since Dell transacts business with the United States government,
BROCADE must comply with applicable laws and Federal Acquisition
Regulations ("FAR") clauses. BROCADE therefore represents and warrants
that it will comply with the following FAR clauses, and other
provisions of the Code of Federal Regulations, as applicable, which
are hereby incorporated by reference into this Agreement:
(1) FAR 52.222-26 "Equal Opportunity" (except for subparagraph (c))
(2) FAR 52.222-35 "Affirmative Action for Special Disabled and Vietnam
Era Veterans"
(3) FAR 52.222-26 "Affirmative Action for Handicapped Workers"
(4) FAR 52.219-8 "Utilization of Small, Small Disadvantaged and
Women-Owned Small Business Concerns"
(5) 40 C.F.R. Section 60-1.4(a) "Equal Opportunity Clause'
(6) 40 C.F.R. Section 60-1.7 "Reports and other Required Information"
(7) 40 C.F.R. Section 60-1.40 "Affirmative Action Compliance Program"
In addition, BROCADE represents and warrants that it will comply with all
applicable requirements of 33 U.S.C. Section 1251 "Federal Water Pollution
Control Act" and 42 U.S.C. Section 7401 "Clean Air Act". BROCADE represents and
warrants that none of the items listed in paragraph (a) of FAR 52.209-5
"Certificate Regarding Debarment, Suspension, Proposed Debarment and Other
Responsibility Matters" exist with respect to BROCADE or any of BROCADE's
"principals" as that term is defined by FAR 52.209-5. BROCADE further represents
and warrants that it will comply with the prohibition on the use of convict
labor as set forth in FAR 52.222-3 "Convict Labor."
In the event that Dell licenses any Software to the U.S. Government, Dell shall
identify such Software to the Government as "commercial computer software"
developed exclusively at private expense, and, in accordance with FAR Section
12.212 or Defense FAR Supplement Section 227.7202, as applicable, Dell shall
license the Software to the Government in accordance with the terms of the End
User license attached as Schedule I ("Software License Agreement").
13.2 The parties, at their expense, will comply with all applicable laws, orders
and regulations of any governmental authority with jurisdiction over their
activities in connection with this Agreement and will furnish to each other any
information required to enable a party to comply with applicable laws related to
the Products.
13.3 In the event that Dell licenses any Software to the U.S. Government, Dell
shall identify such Software to the Government as "commercial computer software"
developed exclusively at private expense, and, in accordance with FAR Section
12.212 or Defense FAR Supplement Section 227.7202, as applicable, Dell shall
license the Software to the Government in accordance with the terms of the End
User license attached as Schedule I ("Software License Agreement").
14.0 Import/Export Requirements
14.1 BROCADE will certify to, and mark Products and packaging with, the country
of origin for each Product so as to satisfy the requirements of customs
authorities of the country of receipt and any other applicable laws. If any
Products are imported, Dell will be the importer of record. BROCADE and Dell
shall comply with all import and export laws and regulations and maintain
appropriate import and export documentation. At Dell's request, BROCADE shall
make available for inspection and audit all import and export documentation for
Product(s) sold under this Agreement. At Dell's request, BROCADE shall also
provide an appropriate Export Control Classification Number ("ECCN") for all
Product(s) sold hereunder.
14.2 BROCADE shall not, directly or indirectly, export, re-export or tranship
Products in violation of any applicable U.S. export control laws and regulations
or any other applicable export control laws promulgated and administered by the
government of any country having jurisdiction over the parties or the
transactions contemplated herein.
15.0 Assignment and Merger
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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<PAGE> 13
[*] either party may assign this Agreement to a successor entity in the event of
a Change of Control. A 'Change of Control' shall mean any of the following
events: (i) the direct or indirect sale or exchange of all or substantially all
of the stock of a corporation (or partnership interests of a partnership) where
the stockholders of such corporation (or partners of such partnership) before
such sale or exchange do not retain, directly or indirectly, at least a majority
of the beneficial interest in the voting stock or other interest of the
successor entity; (ii) a merger in which the shareholders or partners of a
corporation or partnership before the merger do not retain, directly or
indirectly, at least a majority of the beneficial interest in the voting stock
or other interest of the successor entity; or (iii) the sale, exchange, or
transfer of all or substantially all of a corporation's or partnership's assets
(other than a sale, exchange, or transfer to one or more entities where the
shareholders of the corporation or partners of the partnership before such sale,
exchange or transfer retain, directly or indirectly, at least a majority of the
beneficial interest in the voting interests in the entity to which the assets
were transferred). Subject to this Section 15.0, this Agreement will bind and
inure to the benefit of the parties and their respective successors and
permitted assigns.
16.0 [*]
16.2 [*]
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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<PAGE> 14
[*]
17.0 Capacity Constraints
On a quarterly basis, or as requested by Dell, BROCADE agrees to provide ramping
and capacity plans ("Capacity Plan") to Dell (in a format acceptable to Dell) to
ensure continuity of supply. This Capacity Plan shall include percent available
capacity and utilization. In the event that BROCADE's total manufacturing
production exceeds [*] of available capacity, BROCADE agrees to put in place the
additional manufacturing capacity required to achieve and maintain a [*]
manufacturing upside capability to the current Dell forecast [*].
18.0 New Products
18.1 During the term of this Agreement, BROCADE agrees to offer to sell to Dell
all standard products developed, manufactured, distributed or sold by BROCADE to
(or for) any other customer. If Dell agrees to purchase such products, such sale
will be pursuant to the terms and conditions of this Agreement (to the extent
that such products are similar to products covered by this Agreement). [*] In
the event BROCADE and Dell co-develop a product, a separate contract addendum is
required, specifying points of ownership and limitations to distribution.
18.2 Prior to offering for sale any new Standard Product, BROCADE will [*]
consult with Dell and allow Dell to place Dell PO(s) for such new Standard
Product [*]. Prior to the addition of a new Standard Product to a Schedule, the
parties will mutually agree on a new product program schedule which will include
the appointment of business and technical contacts for each party to monitor
compatibility issues and product release issues with Dell systems. BROCADE
agrees that Dell will receive [*] of all new products that are added to this
Agreement pursuant to BROCADE'S standard [*]. As used herein, "Standard Product"
shall mean and include all products of BROCADE which are being developed or have
been developed for the purpose of distributing and selling such products to
customers except those products for which NRE funds, technology, or other
development contributions are made by a third party for the specific purpose of
developing such product.
18.3 Prior to the general availability of Dell's systems containing any new
BROCADE product, BROCADE shall provide mutually agreed upon training to Dell for
sales, customer support and technical support at prices as stated in Schedule A.
18.4 BROCADE agrees to include Dell systems as mutually agreed in test and
development for all applicable new products. Dell will be consulted and given
the opportunity to provide input in all hardware and software technology
roadmaps for all applicable new products.
18.5 Except for SilkWorm(TM) Express, BROCADE shall provide to Dell the
applicable manufacturing, customer, and field diagnostics for Dell's testing and
evaluation at least [*] prior to Dell's shipment of a new Product.
For SilkWorm(TM) Express, BROCADE shall provide such information to Dell as soon
as possible.
19.0 General
19.1 In the event a dispute or claim between the parties on any matter is not
resolved by the parties within [*] of an initial notice from either party to the
other party regarding the dispute, the dispute or claim shall be escalated first
to the OEM Business Manager of Dell ESG Storage and the Director of OEM Sales of
BROCADE. If these individuals are unable to resolve the dispute or claim within
[*] of such escalation, resolution of the dispute or claim shall be escalated to
the Director of OEM Business of Dell ESG Storage and the Vice President of
Worldwide Sales of BROCADE, who shall have [*] to resolve such dispute or claim
before action is brought by either party. Either party may initiate the
escalation procedure of this Section by written notice to the other party which
notice shall be without prejudice to the invoking party's rights to any other
remedy permitted hereunder. The parties will use commercially reasonable efforts
to arrange meetings or telephone conferences, as needed, at mutually convenient
times and places, to facilitate negotiations between the parties. Unless
otherwise
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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<PAGE> 15
agreed in writing, the parties shall be required to invoke the escalation
procedures of this Section prior to the initiation of a lawsuit against the
other party relating to this Agreement, except if the rights of such party would
be materially prejudiced by delay in the filing of such lawsuit.
19.2 Nothing in this Agreement shall prevent Dell, DCC or any of DCC's
Affiliates or subsidiaries from purchasing or obtaining products similar to the
Products from any other supplier, including competitors of BROCADE.
19.3 The provisions of Sections 7.2.4, 8.0 "Product Withdrawal", 9.0
"Warranties", 10.0 "Indemnification", 11.0 "Liability", 12.2, and 12.3, 16.0
[*] "New Products" and 19.0 General", shall survive any termination or
expiration of this Agreement and shall continue to bind the parties and their
permitted successors and assigns.
19.4 Except as expressly permitted herein, neither party will use the name of
the other or quote the opinion of any employee of the other in any advertising
or otherwise without first obtaining the prior written consent of the other;
such consent shall not be unreasonably withheld.
19.5 Any confidential information that will be disclosed by either party related
to this Agreement shall be disclosed pursuant to the terms and conditions of the
98060301 Non-disclosure Agreement between the parties. The terms and conditions
of this Agreement shall be deemed to be confidential information.
Notwithstanding the terms of the Non-disclosure Agreement, (i) BROCADE agrees
that Dell may provide information related to BROCADE'S technology roadmaps to
certain Dell customers provided such Dell customers have executed a
non-disclosure agreement with Dell that requires the customer not to disclose
the information to a third party, and (ii) Dell agrees that BROCADE may disclose
information relating to this Agreement, including without limitation, a copy of
this Agreement (which has had the pricing and other strategic terms redacted) to
third parties as required by law or as is necessary to comply with disclosure
requirements of the Securities Exchange Commission. BROCADE shall use reasonable
efforts to protect the confidentiality of specific information before public
disclosures under subsection (ii) are made, including making appropriate
redactions to any information provided. BROCADE agrees to provide Dell with
reasonable advance notice of any such disclosure and to confer with Dell in good
faith regarding the scope of such disclosure.
19.6 BROCADE will maintain accurate and legible records and will grant to Dell
reasonable access to and copies of, any information reasonably requested by Dell
with respect to BROCADE'S performance under this Agreement (including quality
programs and test documentation). BROCADE'S obligation to maintain records under
this provision is limited to BROCADE'S maintaining records in accordance with
BROCADE'S normal course of business. This provision does not impose any
obligation on BROCADE to institute new or different document retention
procedures. BROCADE represents that it is BROCADE'S standard practice to
maintain its records for a period of [*]. Dell may send a representative in its
place with BROCADE'S consent and BROCADE agrees not to unreasonably withhold
such consent.
19.7 Except as may be otherwise provided in this Agreement, the rights or
remedies of the parties hereunder are not exclusive, and either party shall be
entitled alternatively or cumulatively, subject to the other provisions of this
Agreement, and as allowed by the applicable laws governing this Agreement, to
any other remedy available at law or in equity.
19.8 Neither party is an agent or employee of the other or has any authority to
assume or create any obligation or liability of any kind on behalf of the other.
19.9 No waiver of any term or condition is valid unless in writing and signed by
authorized representatives of both parties, and will be limited to the specific
situation for which it is given. No amendment or modification to this Agreement
shall be valid unless set forth in writing and signed by authorized
representatives of both parties. No other action or failure to act (including
inspection, failure to inspect, acceptance of late deliveries, or acceptance of
or payment for any Products) will constitute a waiver of any rights.
19.10 This agreement will be governed by the laws of the state of [*] The
parties expressly disclaim the applicability of the United Nations Convention on
the International Sale of Goods. Any cause of action brought by BROCADE against
Dell under this Agreement shall be filed by BROCADE in and submitted to the
jurisdiction of a federal or state court in [*]. Any cause of action brought by
Dell against BROCADE under this Agreement shall be filed by Dell in and
submitted to the jurisdiction of a federal or state court in [*].
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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<PAGE> 16
19.11 Any notice required or permitted by this Agreement shall be in writing and
delivered by certified or registered mail, return receipt requested, postage
prepaid and addressed as follows or to such other addresses as may be designated
by notice from one party to the other, all such notices being effective on the
date received or, if mailed as set above, three (3) days after the date of
mailing:
If to Dell:
Dell Products L.P.
One Dell Way
Round Rock, Texas 78682
Attention: Vice President, Worldwide Procurement
cc: General Counsel
If to BROCADE:
BROCADE Communications Systems, Inc.
1901 Guadalupe Parkway
San Jose, California 95131
Attention: Chief Financial Officer
19.12 Whenever possible, each provision of this Agreement will be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement is found to violate a law, it will be severed from
the rest of the Agreement and ignored and a new provision deemed added to this
Agreement to accomplish to the extent possible, the intent of the parties as
evidenced by the provision so severed. The term "including" means "including
without limitation." The headings used in this Agreement have no legal effect.
19.13 Neither party will be liable for any delay in performing under this
Agreement to the extent such delay is caused by government action, inclement
weather, fire, explosion, floods, riots, civil disturbance, earthquakes, other
natural disasters or other similar reasons where failure to perform is beyond
the control and not caused by the negligence of the non-performing party. Such
delay, however, shall only be excused for the period during which such condition
continues.
19.14 Dell does not guarantee that its marketing, if any, of the Product(s) will
be successful. There is no minimum purchase obligation under this Agreement.
Dell may distribute/sell the Products on a standalone basis or in conjunction
with a system sale or lease.
19.15 This Agreement, its attached Schedules and Specifications set forth the
entire agreement and understanding of the parties relating to the subject matter
contained herein, and merges all prior discussions and agreements, both oral and
written, between the parties. Each party agrees that use of pre-printed forms,
such as purchase orders or acknowledgments, is for convenience only and all
terms and conditions stated thereon, except for information requested or allowed
by this Agreement, are void and of no effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first written
herein.
BROCADE: DELL:
By: /s/ GREG REYES By: /s/ MICHAEL LAMBERT
-------------------------------- ---------------------------------
Greg Reyes Michael Lambert
Title: President and CEO Title: Senior Vice President,
Systems Group Enterprise
Date: 1-17-99 Date: 12/18/98
----------------------------- -------------------------------
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<PAGE> 17
SCHEDULE A TO AGREEMENT NUMBER BRO-001
PRODUCT DESCRIPTION AND PRICING
<PAGE> 18
SCHEDULE A TO AGREEMENT NO. BRO-001
REV. 12.9.1.
Product Description and Pricing
PRODUCT BROCADE PART NUMBER DELL PART NUMBER DESCRIPTION PRICE
------- ------------------- ---------------- ----------- -----
1. SilkWorm Express DL-0880-0002 5829D-X00-01 6FL port, 2G port, 4 SWL GBIC, ICu GBIC with Web
Tools and Zoning enabled [*]
2. SilkWorm Express DL-0880-0003 7829D-X00-01 6FL port, 2G port, 5 Cu GBIC with Web Tools and
Zoning enabled [*]
3. SilkWorm Express-FRU DL-0880-0004 6410P-X00-00 6FL port, 2G port, O GBIC with Web Tools and Zoning
enabled [*]
4. Cu GBIC - FRU DL-1017 TBD 1 Cu GBIC, 1 extraction tool, single pack [*]
5. SWL GBIC - FRU DL-1006 TBD 1 SWL Optical GBIC, 1 extraction tool, single pack [*]
6. FL Port Card - FRU X1015-04 TBD FL Port Card, O GBIC, single pack [*]
7. G Port Card - FRU X1003-03 TBD G Port Card, O GBIC, single pack [*]
8. Cu GBIC - FRU TBD TBD 4 Cu GBIC, 1 extraction tool, four pack [*]
9. SWL GBIC - FRU TBD TBD 4 SWL Optical GBIC, 1 extraction tool, four pack [*]
[*] TBD TBD TBD
[*]
OUT OF WARRANTY REPAIR:
-----------------------
FL Port Card [*]
G Port Card [*]
SilkWorm Express-less GBIC [*]
1. CPU Board [*]
2. Mother board [*]
3. Enclosure/power supply [*]
4. Hourly rate [*] (subject to change based on current standard
rates) [*]
*Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE> 19
CHARGES FOR EXCESSIVE UNDISPUTED NTF (NO-TROUBLE-FOUND) RETURNS:
[*] per switch (8 hours testing [*]) if Brocade returns
retested Product to Dell. If Dell returns NTF Product for credit, the NTF charge
will be [*] plus the difference between the then-current price of a switch
(credit return) and the price of the switch FRU (without GBICs).
WARRANTY ADVANCE EXCHANGE PRICE:
[*] (return unit must be received by Brocade within [*]
PRODUCT LEADTIME:
Leadtime for Product, including FRUs is [*] ARO, if forecasted, [*]
without forecast.
[*]
NOTE:
Pricing to be reviewed by the parties on at least a [*] basis. This
Schedule will be revised accordingly to reflect current pricing, products and/or
services offered.
*Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 20
SCHEDULE A.1
[*]
Per Unit
# OF PALLETS # of Units [*] [*] [*] [*] [*] [*] Total cost
------------ ---------- ----- ----
1 16 [*] [*] [*] [*] [*] [*] [*] [*]
2 32 [*] [*] [*] [*] [*] [*] [*] [*]
3 48 [*] [*] [*] [*] [*] [*] [*] [*]
4 64 [*] [*] [*] [*] [*] [*] [*] [*]
5 80 [*] [*] [*] [*] [*] [*] [*] [*]
6 96 [*] [*] [*] [*] [*] [*] [*] [*]
7 112 [*] [*] [*] [*] [*] [*] [*] [*]
8 128 [*] [*] [*] [*] [*] [*] [*] [*]
9 144 [*] [*] [*] [*] [*] [*] [*] [*]
10 160 [*] [*] [*] [*] [*] [*] [*] [*]
11 176 [*] [*] [*] [*] [*] [*] [*] [*]
12 192 [*] [*] [*] [*] [*] [*] [*] [*]
13 208 [*] [*] [*] [*] [*] [*] [*] [*]
14 224 [*] [*] [*] [*] [*] [*] [*] [*]
15 240 [*] [*] [*] [*] [*] [*] [*] [*]
[*]
DEFINITIONS:
[*]
[*]
[*]
[*]
*Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the
omitted portions.
3
<PAGE> 21
IN WITNESS WHEREOF, the parties hereto have caused this Schedule A to be
executed by their duly authorized representatives as of the day and year first
written herein.
BROCADE: DELL:
BROCADE: DELL:
By: /s/ GREG REYES By: /s/ MICHAEL LAMBERT
-------------------------------- ---------------------------------
(Authorized Signature) (Authorized Signature)
Title: President and CEO Title: Senior Vice President,
Systems Group Enterprise
Date: 1-17-99 Date: 12/18/98
----------------------------- -------------------------------
<PAGE> 22
SCHEDULE B TO AGREEMENT NUMBER BRO-001
FIBRE CHANNEL SWITCH PRODUCT QUALITY PLAN
<PAGE> 23
DELL
FC SWITCH
PRODUCT
QUALITY PLAN
Revision 0.2
Prepared by
Tim Killworth
11/11/98
TABLE OF CONTENTS
1
<PAGE> 24
1.0 FC SWITCH QUALITY PLAN REVISION HISTORY ........................... 4
2.0 REVIEW AND SIGNATURES.............................................. 4
Area .............................................................. 4
3.0 INTRODUCTION ...................................................... 4
4.0 QUALITY GOALS FY99 ................................................ 5
5.0 APPLICABLE DOCUMENTS AND AMENDMENTS ............................... 5
6.0 QUALITY PROGRAM MANAGEMENT ........................................ 5
6.1 Organization ............................................... 5
6.2 Quality Planning ........................................... 5
6.2.1 Design .............................................. 5
6.2.1.1 Development ................................ 5
6.2.1.2 Prototype .................................. 5
6.2.2 Production .......................................... 6
6.2.2.1 Eval Test .................................. 6
6.2.2.2 Pilot ...................................... 6
6.2.2.3 Launch ..................................... 6
6.3 Metric Goals and Analysis .................................. 6
6.4 Training/Certifications .................................... 6
7.0 CONTROL OF PURCHASES .............................................. 6
7.1 Procurement Control ........................................ 6
7.1.1 General Comments .................................... 6
7.1.2 Development ......................................... 6
7.1.3 Prototype ........................................... 7
7.2 Approved Suppliers ......................................... 7
7.3 Incoming Quality Assurance ................................. 7
7.3.1 First Article Inspection ............................ 7
7.3.2 IQA Instructions .................................... 7
8.0 DESIGN AND MANUFACTURING CONTROL .................................. 7
8.1 Process Capability ......................................... 7
8.2 Commodity Analysis ......................................... 7
8.3 Pilot build ................................................ 7
8.4 Cycle time improvements .................................... 8
2
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8.5 Work Instruction Review .................................... 8
8.6 Quality Levels ............................................. 8
8.7 Defect Containment ......................................... 8
8.8 Escalation Path ............................................ 8
8.9 Defect Root Cause analysis ................................. 8
8.10 Preventative Corrective Actions ............................ 8
8.11 Material Review Board (MRB) ................................ 8
8.12 Out of Box Experience (OBE) ................................ 8
8.13 Stop Build/Ship Criteria ................................... 9
8.14 Statistical Process Control and Analysis ................... 9
8.15 Tooling/Test Equipment ..................................... 9
8.16 PM/Calibration Process ..................................... 9
8.17 Design Changes ............................................. 9
9.0 RISKS ............................................................. 9
9.1 DFMEA Issues ............................................... 9
9.2 PFMEA Issues ............................................... 9
9.3 System Management Issues ................................... 10
3
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FC SWITCH QUALITY PLAN
1.0 FC SWITCH QUALITY PLAN REVISION HISTORY
REVISION BY DATE DESCRIPTION
-------- -- ---- -----------
0.0 Tim Killworth 10-21-98 Initial Draft
0.1 Tim Killworth 11/11/98 Added FY 00 quarterly measurement TBD to section
4.0 and added page breaks
0.2 Tim Killworth 11/16/98 Added FY00 Q1 & Q2 measurements to section 4.0
2.0 REVIEW AND SIGNATURES
Area Signature
---- ---------
WW Enterprise System Group (ESG) Randy Printz
Storage Division - Quality Mgr.
WW Enterprise System Group (ESG) Randy Printz
Storage Division - NPO/Quality/Program Mgr.
3.0 INTRODUCTION
This Quality plan is a structured method of defining and establishing the steps
necessary to assure that a product meets or exceeds the customer's expectations.
The main topics will be used in the overall product schedule to assure systemic
quality implementation. The Quality plan also provides a summary description of
the systems used in minimizing process and product variations while maintaining
focus on improving the business objectives of Initial Field Incident Rate
(IFIR), Defects per Hundred Units (DPHU) and overall customer satisfaction. A
cross functional team approach is used with members from all strategic
disciplines; including the supplier.
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4.0 QUALITY GOALS FY99
FC Switch: FY 99-Q4 FY00-Q1 FY00-Q2 FY00-Q3 FY00-Q4
---------- -------- ------- ------- ------- -------
IFIR: [*] [*] [*] TBD TBD
5.0 APPLICABLE DOCUMENTS AND AMENDMENTS
ISO 9001 and 9002.
6.0 QUALITY PROGRAM MANAGEMENT
6.1 Organization
The Storage Systems organization operates under the direction of the
Enterprise Systems Group, and Regional Business units. To ensure
appropriate attention, metric responsibilities for the regions are
shared at Enterprise Systems Group (ESG) Storage Division level while
the individual regions are ultimately responsible for monitoring trends
and improvements. All improvements are shared on a world wide scope.
6.2 Quality Planning
The Quality Planning Process is designed to assure a comprehensive and
critical review of the engineering requirements and other related
technical information. At this process stage, a preliminary feasibility
analysis will be made to assess the potential problems that occur during
manufacturing and field deployment. The scope of this plan will assume
that Dell will receive the fully configured and assembled product marked
with the Dell logo and packed in Dell boxes as designated in the
business agreement. The supplier will ensure product integrity. Dell
will ship the already boxed units.
6.2.1 Design
6.2.1.1 Development
Review concept to estimate impact on IFIR relating to
prior programs. Identify any new key products and process
characteristics and performance tracking systems. Assist
supplier in performing benchmark studies and initiate
DFMEA and DFM/DFS where applicable.
6.2.1.2 Prototype
Improve metric targets from lessons learned. Finalize
performance tracking methodology. Initiate PFMEA using the
previous DFMEA as a baseline. Identify gages/test
equipment. Initiate preliminary process capability study.
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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6.2.2 Production
6.2.2.1 Eval Test
Characterize special product and processes for the
testing, quality, and defect reporting/prevention
systems. Issue control plan to document these and quantify
test performance. Finalize process capability study.
6.2.2.2 Pilot
Plan for production system integration. Schedule time,
hardware and testing requirements including compatibility
will Dell products and software.
6.2.2.3 Launch Risks identified in the D/PFMEA have been
assessed. Metrics have been adjusted accordingly. Quality
Measurement System improvements identified.
6.3 Metric Goals and Analysis
Metrics for IFIR, and M&W will be established by the Quality function of
the ESG Storage Division organization. These will take in account
similarities from historical products along with variables relating to
new technology and lessons learned improvements.
6.4 Training/Certifications
New technologies and special processes will be targeted for training.
JIT training will be scheduled with Customer Support, Field Service,
manufacturing and Engineering. Specialized positions necessary for the
product may be established with necessary training and position
certifications provided to the personnel. Training for third party
maintainers for on-site installation and implementation is necessary.
7.0 CONTROL OF PURCHASES
7.1 Procurement Control
7.1.1 General Comments
Supplier Quality responsibility for FC Switch (all regions) will
be supported out of World Wide Supplier Quality Engineering,
which is under the direction of Procurement and will assume
responsibility Secondary Storage in Q3, FY 1999. World Wide
Suppler Quality Engineering Charter of Expectations that define
quality system, manufacturing, and test process requirements are
flowed down to the supplier. The Supplier shall comply with all
the requirements contained in the Charter of Expectations. Review
the drawings and specifications then formulate the supplier
quality system requirements invoked at the supplier and provide a
level of control class/type of commodity. Ex: design change
submittal, test procedures, Pareto listings, inspection plans,
etc.
7.1.2 Development
Review concept to estimate impact on IFIR and DPHU relating to
prior programs. Identify any new key products and process
characteristics and performance tracking systems. Perform
benchmark studies. Assist suppliers with DFMEA and DFM/DFS
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7.1.3 Prototype
Improve metric targets from lessons learned. Finalize performance
tracking methodology. Assist suppliers with PFMEA. Identify
gages/test equipment.
7.2 Approved Suppliers
Facility and system conformance/capability studies performed Supplier
Survey performed after approval of business contract. Quality system and
document assurance of delivered product quality. Maintain approved
status; periodic quality system audits.
7.3 Incoming Quality Assurance
7.3.1 First Article Inspection
First Article Inspection shall be performed by the Supplier on
all or any parts integrated into the top level assembly and
including Top Level Assembly. Additionally, WWSQE will review
first article documentation and perform a complete first article
inspection of the top level assembly to verify a compliance with
engineering intent and processes. Quality Engineering will
identify candidates for FAI. An inspection plan will document the
necessary inspection criteria. Any inspection discrepancies will
be coordinated with Design Engineering and the supplier. All
discrepancies will be resolved prior to launch.
7.3.2 IQA Instructions
Incoming Inspection Plan will document the part's inspection plan
and level. This will determine whether the part should be dock to
stock, FAI, etc.
8.0 DESIGN and MANUFACTURING CONTROL
* All items listed under the section DESIGN AND MANUFACTURING CONTROL [*]
* Supplier shall also adhere to stipulations specified in the WWSQE Charter of
Expectations
8.1 Process Capability
Processes will be reviewed for capabilities to support the new products.
A PFMEA will be based on the DFMEA previously used in the design phase.
Capability analysis will include but not limited to: WI, bitmaps,
hardware flow, Doc Box kiting, MRB and overall system routing with the
overall goal directed to process improvements. This will be used as one
of the basis for the metrics forecasting models.
8.2 Commodity Analysis
Each major part will be reviewed for impact to production flow,
installation process, failure rates and special handling processes. This
will be used as one of the basis for the metrics forecasting models.
8.3 Pilot build
Select quantities and configurations are built and tested using the
manufacturing environment. This type of build is used to verify the
readiness of the manufacturing process. All failures during this phase
will be applied to the DFMEA or PFMEA for analysis to determine root
cause, C/A or risk assessment.
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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8.4 Cycle time improvements
Key time related processes will be monitored for baselines. Benchmark
studies from other LOBs will be reviewed. Select processes or steps
will be the focus for performance improvements. Ex: RMA cycle time,
Testing time.
8.5 Work Instruction Review
Instruction for activities affecting the product quality will be
reviewed for scope, content and context. This will include text and
bitmap based instructions for accomplishing inspection and managing
hardware activities. Responsibility of implementation and control is
documented in the ISO procedures.
8.6 Quality Levels
Key metrics are monitored for adverse trends. Daily and weekly failures
are monitored for early warning trends. Over the day, three failures of
the same type will cause the issue to escalate per the escalation
process.
8.7 Defect Containment
To prevent further Line Rejects, steps will be taken to isolate or
contain the circumstance/part that caused the reject. This will include
the following processes: Stop Build, Stock Purge, MRB impound, etc. The
scope includes visibility in all stock, revolver, and supplier
locations; including materials in transit.
8.8 Escalation Path
Steps are in place in the event adverse trends are seen or if more than
three repeat failures occur in the same day. The first level is to
contact Manufacturing Quality Engineering. Circumstances will be
analyzed to decide further escalation. Depending on root cause, the
second escalation level is to contact Storage Systems Quality
Engineering. They will direct a detailed analysis to address containment
and further problem solving steps. The final escalation is to issue a
stop ship/build.
8.9 Defect Root Cause analysis
Analysis for individual commodities have different documented trigger
points. System failure rates will be tracked and monitored on a weekly
basis by Storage Systems Quality Engineering. When the analysis extends
to a vendor provided item (i.e. HD's), Supplier Quality Engineering
involves the supplier, assuring root cause analysis occurs at the
earliest point.
8.10 Preventative Corrective Actions
Corrective action implementation is dependent on recurring defect trends
and the defect's severity. Once root cause has been established,
prevention steps are identified, reviewed by Quality Engineering,
documented, and implemented. Periodic review assures the action's
effectiveness or need for more.
8.11 Material Review Board (MRB)
The MRB is responsible to assure nonconforming hardware is segregated
from normal production materials. Discrepant material found during the
manufacturing cycle is to be conspicuously tagged for subsequent MRB
impound. The MRB will evaluate and disposition the discrepancies.
8.12 Out of Box Experience (OBE)
A sampling of units will be unpacked after being received by Dell for
inspection purposes. Documented OBE procedures will specify the steps
necessary for the inspected systems. In the event of a finding, closed
loop corrective actions will occur.
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8.13 Stop Build/Ship Criteria
During the root cause analysis, if a defective condition will adversely
the customer's quality level, a decision for containment is made.
Manufacturing, Quality and management considers the defect's impact and
reaches a consensus for hardware disposition. Stop ship deals with
defects that can be contained via the manufacturing process; stop ship
addresses all stock, both work in process and at the revolver.
8.14 Statistical Process Control and Analysis
The majority of tests will be one hundred percent in accordance with the
automated testing process. SPC is used to specify control limits on
these test processes and help identify instances for further
investigation.
8.15 Tooling/Test Equipment
Hardware necessary for product verification will be controlled to reduce
process variability. This will include screen stations, flash stations,
network connections, Final Test and Hi-Pot stations. Location monitoring
will establish trends for process improvements. Calibration schedules
will be maintained for specific equipment and calibrations maintained by
Process Engineering.
Computer software will be maintained by Quality/Test and Manufacturing
Engineering. Code certification and control will be the responsibility
of Test Engineering.
8.16 PM/Calibration Process
Systems requiring periodic adjustments or susceptible to performance
degradation will be assigned a schedule for periodic maintenance.
Systems requiring close tolerance activities, i.e. torque or voltage
measurements, will be calibrated and identified with a calibration
label. Optimum recalibration frequencies will be assigned along with
recall dates. Recalibration dates will be reviewed by manufacturing and
audited by Quality.
8.17 Design Changes
The supplier will ensure advance notification to Dell of design changes
consistent with the business contract.
8.18 Failure/Corrective Analysis
The supplier will ensure returned failure/corrective analysis within the
time specified in the business contract.
9.0 RISKS
9.1 DFMEA Issues
Any issues remaining unresolved or not forwarded to the PFMEA will be
assigned a rating according to the standard FMEA process. Trend analysis
will determine need to forward lessons learned into future products.
These will be documented during the product's post mortem.
9.2 PFMEA Issues
Any issues remaining unresolved will be assigned a rating according to
the standard FMEA process. Trend analysis will determine need to forward
lessons learned into future products. These will be documented during
the product's post mortem.
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9.3 System Management Issues
System issues will be documented during the product's post mortem.
Analysis will determine need to forward lessons learned into future
products.
10
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SCHEDULE C TO AGREEMENT NUMBER BRO-001
DELL SERVICE OEM REQUIREMENTS
PROJECT: FIBRE CHANNEL SWITCH
<PAGE> 34
DELL SERVICE OEM
REQUIREMENTS
PROJECT: FC-Switch
Date: November 19, 1998
Revision 1.2
Furnished By:
Rob Tahamtan
DELL Customer Service and Support Engineering
(512) 728-0364
Rob_Tahamtan@DELL.com
<PAGE> 35
DELL Service OEM Requirements
The following is a conceptual framework regarding service requirements for
Product(s). DELL and BROCADE agree to meet and work cooperatively to identify
additional items and further define the service requirements below. To the
extent any of the provisions below conflict with the Agreement, the Agreement
shall take precedence.
1 BROCADE FIELD SERVICE COMMITMENT
1.1 BROCADE shall provide a [*] from date of BROCADE shipment to
DELL, return to factory warranty on all parts and labor on
FC-Switch with exception of GBICs. GBICs warranty is limited
to [*] from date of BROCADE shipment to DELL. BROCADE shall
also provide to DELL a pass-through warranty as defined in
Section "9" of the Agreement.
1.1.1 All FRUs are new or remanufactured Products.
1.2 BROCADE shall provide replacement parts -including: hardware,
firmware, software, training material, diagnostics and
technical support as described in section 4.0 - for [*] from
the last date of manufacture, as stated in Section "8.2" of
the Agreement.
1.3 BROCADE shall provide worldwide technical support through
identified personnel via BROCADE's paging system. (See Section
4.0)
1.4 BROCADE shall provide master copy of service installation and
trouble-shooting guides, included in DELL User's Guide, to
DELL for all Product(s) sold to/by DELL as normally available
from BROCADE. It is DELL's responsibility to supply Service
manuals to DELL Service Providers (DSPs)
1.5 BROCADE shall provide listing of recommended field replaceable
parts on Products sold to DELL.
1.5.1 BROCADE shall provide estimated repair times (or
MTTR) for the FRU list. These estimates should cover
the time required to replace each FRU and verify the
fix.
FRU MTTR
--- ----
CU-GBIC or SW-GBIC [*]
Switch (excluding GBICs) [*]
*Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
<PAGE> 36
1.6 BROCADE shall provide timely Product updates (firmware,
release notes, and technical bulletins) to DELL by permitting
DELL access to BROCADE's web site.
1.7 BROCADE shall provide user-friendly diagnostics, as mutually
agreed up on, to DELL. DELL may distribute these diagnostics
to DSPs.
1.7.1 Diagnostics should reflect DELL name or no reference
to either company.
1.7.2 BROCADE grants DELL the right to use FC-Switch
embedded diagnostics [*].
1.7.3 BROCADE shall make available the "Web Tools" and
"Zoning" software Products, and other software
Products as mutually agreed, to DELL as licensable
Products.
1.7.4 DELL has selected not to license the optional SES
Product.
1.8 BROCADE shall provide sustaining engineering for all BROCADE
Product(s) sold to DELL for the specified warranty period of
the Products.
1.9 BROCADE shall provide a detailed RMA process/procedures for
defective/returned Product. DELL shall return defective parts
for credit for the then-current purchase price during warranty
period without verification by DELL Service Logistics. (See
Section 9.0 of the Agreement).
1.10 BROCADE shall provide DELL Level III engineers with access to
the BROCADE service web site for immediate access to current
information pertaining to BROCADE's serviceability, Product
updates, software updates, upgrades and patches. BROCADE shall
inform DELL Level III personnel of software updates and
upgrades via an email. It is DELL's responsibility to obtain
the software from the BROCADE web site.
1.11 Provided that DELL POs are received [*] prior to RTS, BROCADE
shall deliver to DELL all requested FRUs [*] prior to DELL's
RTS. If DELL POs are not placed within this specified lead
time, BROCADE shall make commercially reasonable efforts to
supply FRUs within the requested time frame.
1.12 BROCADE shall provide FRUs, which shall be priced as defined
in Schedule "A" of the Agreement. (Emergency expedited FRUs
shall be provided at additional cost.)
1.12.1 DELL requests FRUs to be individually packaged and
labeled in accordance with DELL packaging
specification, as outlined in Schedule "D" to the
Agreement.
1.12.2 Orders for FRUs shall receive the same priority and
lead time as orders for manufacturing.
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 37
1.13 BROCADE shall use commercially reasonable resources to
resolve/cure all quality problems discovered by DELL or DELL
customers in a timely manner. (See Section 4.5) These problems
shall be restricted to DELL tested and DELL released
configurations.
1.14 BROCADE shall provide DELLsupport/services as specified in the
Escalation Section of this document, Section 4.
1.15 BROCADE defines roles of technical support engineers as
described in the table below.
Level One Level 1 support is the first line, direct
Technical Support End User contact, most likely via a
Engineer telephone call handling group provided by
DELL.
- Level One support includes:
- First contact direct DELL/End User
interaction
- Information collection and analysis
- Identification of whether the problem
is known and has a known solution
- Troubleshooting and problem
reproduction
- Problem report administration and
tracking
DELL end user customers do not contact
BROCADE directly for questions related to
BROCADE's Products.
Level Two Level 2 support is "technical support"
Technical Support provided by DELL personnel. Level 2 is
Engineer typically where the Product "experts"
reside and serve as the escalation point
for Level 1. Level 2 is expected to
resolve all known problems, installation
and configuration issues, assist in
firmware or driver updates at the End
User site, search BROCADE posted
Technical Notes and other technical
information supplied that shall assist
in providing problem resolutions. All
pertinent data should be entered in the
DELL problem tracking database.
Should the Level 2 analyst be unable to
resolve a problem, either because of
lack of expertise, exhausted
troubleshooting knowledge, or expiration
of the allotted Level 2 resolution time,
they may escalate the problem to Level 3
for resolution. Level 2 shall continue
to work with Level 3 to accomplish
resolution. Level 2 shall communicate
all resolutions back to the End User.
Escalations should be presented to
BROCADE engineers in the form of a
problem tracking data base record with
all pertinent configuration detail and
failure information or symptoms
documented.
<PAGE> 38
In an effort to maintain an efficient
support organization and crisp exchange
of information, DELL shall limit the
number of support personnel (Level 2)
authorized to contact BROCADE (Level 3)
to a total of 8.
Level Three Both DELL and BROCADE provide level 3
Technical Support support. BROCADE System Engineers (SE)
Engineer and/or Technical Support Engineers
(TSE). Level 3 is the first point of
contact for technical issues between
BROCADE and DELL. Once a problem is
escalated to Level 3, BROCADE shall
utilize commercially reasonable
resources to resolve such problem within
DELL tested and DELL released
configurations.
Prior to escalating to Level 3, it is
expected that DELL shall provide the
following information and documentation:
- Any error information from the
device connected to the switch
and from the switch.
- All names and revisions of
hardware equipment.
- All firmware revisions of the
drivers.
- Any log files from the devices
connected to the switch.
- Any trace file from the
devices connected to the
switch.
- The configuration information
of the equipment being used.
Assigned Level 3 support personnel (SE
and/or TSE) can be contacted via direct
dial, email to an established "support"
alias, web site initiated input, and by
calling BROCADE's 1-888-ATFIBRE support
number. Direct access to BROCADE support
personnel shall be possible during
normal BROCADE business hours (8 AM to 5
PM PST, M-F). Emergency situations are
handled via 7 X 24 pager coverage at 1-
888-ATFIBRE (1-888-283-4273).
2 DELL FIELD SERVICE COMMITMENT.
2.1 DELL shall agree to BROCADE's definition of Technical Support
Engineers in Section 1.17.
2.2 DELL shall agree to provide first, second, and third level
support to DELL's worldwide customer base as described in
Section 4.
<PAGE> 39
2.3 DELL shall identify DELL Level III engineering to BROCADE for
direct interface with BROCADE level III staff.
2.4 DELL shall maintain appropriate stocking levels to support
service demand in order to reduce FRU expedite occurrences
3 TRAINING REQUIREMENTS
3.1 BROCADE shall provide to DELL a complete set of training
classes for proper installation and resolution of field
failures (one class not to exceed one week, and each class not
to exceed twelve (12) persons for [*] for the fee schedule as
defined in the table below. BROCADE shall provide additional
Product training for DELL personnel and DELL designated DSPs
worldwide at BROCADE's standard charge and terms. Fees and [*]
in the table below are one time quotes only for these specific
instances as listed.
Brief course Switch provided
Audience description by: Duration [*] Price
-------- ----------- --------------- -------- -------- -----
DELL Courses 1, 2 BROCADE 3-5 days, [*] [*]
instructors and 3 as [*]
Free* described in
and DELL BROCADE's
Level III published
engineers material
DELL Courses 1, 2 BROCADE shall 3-5 days [*] [*]
international and 3 as provide the
instructors described in required number
BROCADE's of switches (up to
published 6) for training to
material DELL. [*]
DELL Level I Courses 1, 2 DELL 3-5 days [*] [*]
& II and 3 as
engineers described in
BROCADE's
published
material
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 40
DELL Level I Courses 1, 2 BROCADE shall 3-5 days [*] [*]
& II and 3 as provide the
engineers described in required number
(Japan) BROCADE's of switches (up to
published 6) for training to
material DELL. [*]
3.2 Training materials shall be made available in "master-copy"
format and licensed to DELL. BROCADE shall provide updates to
such training materials as available for the life of the
Products.
4. TECHNICAL SUPPORT AND ESCALATIONS
4.1 DELL supports their worldwide end user base through a number
of regional support centers.
4.1.1 These centers are staffed with Level I and Level II
engineers and operated on a 7 day, 24 hour basis.
4.1.2 DELL's Level III Server Product Support is located in
Austin, Texas and is currently available on a 5 day,
9 hour per day basis.
4.1.2.1 At the time of this writing the Server
Product Support group is managed by Patricia
Westerfield. Patricia can be reached via:
Phone - 512-728-4260
Pager - 888-857-9801
email - pat_westerfield@DELL.com
4.2 BROCADE's DELL Engineers shall take calls primarily from the
DELL Level III Server Product Support group located in Austin.
There shall be no charges for support delivered according to
these parameters during the Product warranty period as defined
in Section 1.1. Charges may apply in situations as defined in
Section 4.3.2.
4.2.1 BROCADE shall provide support on DELL tested and DELL
released configurations
4.2.2 DELL shall provide BROCADE with representative
equipment sufficient to test and duplicate escalated
problems/issues.
4.3 DELL and BROCADE agree to following technical support call
handling flow:
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 41
[CHART]
4.3.1 DELL shall follow the standard escalation processes,
during normal working hours. That is: a DELL Level
II, to DELL Level III, to BROCADE Level III
escalation path shall be followed.
4.3.2 For after hours Severity One problems, selected DELL
Level II engineers as specified by DELL from time to
time (up to two per region) in Americas, Europe, Asia
and Japan shall escalate to BROCADE Level III
directly. After hours in this context is based on the
Austin, Texas location of DELL's Level III group,
which is in the Central Time Zone. Such escalations
are limited to [*] per month per region. Escalations
exceeding [*] per month shall be billable at the rate
of [*] per incident. Escalations for non-Severity One
problems shall be billed at the rate of [*] for the
[*] incident and [*]. Dell shall provide an open
purchase order to BROCADE for the invoicing of these
billable services.
4.3.3 DELL Level II engineers shall be responsible for
updating DELL Level III engineers on any after hours
activity that took place directly with BROCADE.
4.3.4 Designated Level II engineers shall be identified by
DELL management to escalate directly to BROCADE after
hours. These names shall be communicated to BROCADE
so that any calls from those individuals shall be
properly handled.
4.4 BROCADE shall provide DELL with the following response times:
Priority 1 System down [*]
Priority 2 Degraded system operation [*]
4.5 BROCADE shall provide DELL with the following escalation time
lines and process:
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 42
4.5.1 Escalations from DELL shall generally come from DELL
Level III engineers but under certain conditions as
covered in Section 4.3.2 may be initiated by DELL
Level II engineers.
4.5.2 During normal BROCADE hours of 8 A.M. to 5 P.M.,
Monday through Friday, PDT, and excluding BROCADE
observed holidays, the first escalation request to
BROCADE should be to the BROCADE assigned Level III
engineer. This person can be reached by pager at
1-888-397-1728. At the present time this contact is
Tom Kirchner.
4.5.3 The BROCADE Level III engineer shall normally respond
to the initial request within 30 minutes during
normal BROCADE business hours. A call shall be opened
and a call number assigned through the BROCADE call
tracking database.
4.5.4 Calls shall be worked between the BROCADE Level III
engineer and the DELL escalation engineer until the
problem is resolved. For Severity 1 problems the
BROCADE Level III engineer shall gather information,
perform problem analysis and trouble shooting, and
work this problem for no more than four hours. After
this time the call shall be escalated from the
BROCADE Level III engineer to the internal BROCADE
Technical Support Engineering ("TSE") group to apply
more resources.
4.5.5 The TSE group shall analyze the available data and
provide a resolution or escalate this problem to
BROCADE's development engineering group within four
hours. The call record shall be updated by the TSE
along with this request for additional resources. If
this time frame is missed the Director of BROCADE
Engineering is automatically notified by the BROCADE
call handling tool. The Director shall then ensure
that this issue is escalated to the next level and
track until resolved.
4.5.6 An Engineering resource shall be assigned to work
with the TSE resource within two hours of the
escalation being issued.
4.5.7 DELL shall be contacted by the TSE and the
engineering escalation engineer within two hours of
the BROCADE internal escalation as described in
Section 4.5.5 to further assess the problem, collect
data, and either resolve the issue or further develop
a plan for resolution.
4.5.8 Resources shall be assigned on a continuing basis
until the escalation is closed. Note: the escalation
can be closed when DELL is satisfied with BROCADE's
response and plan of action - which may not coincide
with the final problem resolution (bug fix, patch,
etc.) The maximum time to resolve a Severity 1 issue
is five working days.
4.5.9 The TSE resource requesting escalation shall
facilitate needed communication with DELL and
required exchange of data or equipment as appropriate
in the course of problem resolution on an as needed
basis.
4.5.10 ALL escalated calls require daily updates through the
BROCADE call handling tool. Any report not updated by
the end of the business day shall result in a
<PAGE> 43
warning flag message being sent to the assigned
escalation engineer, to the Director of BROCADE
Engineering, the VP of Engineering, and the VP of
Sales.
4.5.11 If this escalation issue is not resolved within five
working days the Director of BROCADE Engineering and
the VP of Engineering shall apply all resources and
actions as necessary to further expedite resolution
of this issue.
4.5.12 In general the following chart specifies BROCADE
severity levels and service objective goals.
Severity Definition Service Objective Resolution Time
-------- ---------- ----------------- ---------------
1 BROCADE Product is completely non- Respond to initial request within Less than [*]
functional, or deemed a safety hazard, situation [*] during normal (A work around to be
has high impact on development or delivery BROCADE business hours, and implemented within
efforts. Installation problems. [*] for non-business hours. [*]
Resources applied until a
solution or acceptable work-
around is found.
2 BROCADE Product is functionally impaired, Resources applied continuously, Less than [*]
has substantially degraded performance but is during business hours, until a (A work around to be
not completely dysfunctional. There are no solution or work-around is found. implemented within [*]
available work-arounds. Situation has medium
impact on DELL activity
3 BROCADE Product or advertised functionality Resources applied on a priority Next maintenance
may be slightly impaired but is operational, has basis, until a solution or a work- release or [*]
low to no impact on DELL activity, and there around is found. whichever is less.
are work-arounds available.
4 Generic questions, and enhancement requests. Answer generic questions or [*] for generic
provide path to answers within questions.
reasonable time frames. The Enhancement requests
BROCADE web site shall be the are processed on a case
prime repository for this type of by case basis.
information. Enhancement
requests shall be reviewed and
implemented in the next major
release, where feasible, or to
meet specific commitments
made.
*Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
<PAGE> 44
DELL SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you, the user, and Dell Products, L.P. By
opening the software packet(s), you agree to be bound by the terms of this
agreement. If you do not agree to these terms, promptly return all software
items (disks, written materials, and packaging) for a full refund.
You may use one copy of the software on only one computer at a time. If you have
multiple licenses for the software, you may use as many copies at any time as
you have licenses. "Use" means loaded in temporary memory or permanent storage
on the computer. Installation on a network server solely for distribution to
other computers is not "use", if you have a separate license for each computer
to which the software is distributed. If users will exceed the number of
licenses, you must have a reasonable process to assure that the number of
persons using the software concurrently does not exceed the number of licenses.
The software is protected by United States copyright laws and international
treaties. You may make one copy of the software solely for backup or archival
purposes or transfer it to a single hard disk provided you keep the original
solely for backup or archival purposes. You may not rent or lease the software
or copy the written materials accompanying the software, but you may transfer
the software and all accompanying materials on a permanent basis, if you retain
no copies and the recipient agrees to the terms, hereof. Any transfer must
include the most recent update and all prior versions. You may not reverse
engineer, decompile or disassemble the software. If the package contains 3.5"
and 5.25" disks, you may use only the disks appropriate for your computer. You
may not use the disks on another computer or network, or loan, rent, lease, or
transfer them to another user except as permitted by this agreement.
LIMITED WARRANTY
Dell warrants that the software disks are free from defects in materials and
workmanship under normal use for ninety (90) days from the date you receive
them. This warranty is limited to you and is not transferable. Any implied
warranties are limited to 90 days. Some jurisdictions do not allow limits on the
duration of an implied warranty, so this limitation may not apply to you. The
entire liability of Dell and its suppliers, and your exclusive remedy, shall be
(a) return of the price paid for the software or (b) replacement of any disk
that does not meet this warranty which is sent with a return authorization
number to Dell, at your cost and risk. This limited warranty is void if any disk
damage has resulted from accident, abuse, misapplication, or service or
modification by someone other than Dell. Any replacement disk is warranted for
the remaining original warranty period or 30 days, whichever is longer. Dell
does not warrant that the functions of the software will meet your requirements
or that operation of the software will be uninterrupted or error free. You
assume responsibility for selecting the software to achieve your intended
results, and for the use and results obtained from the software. Dell disclaims
all other warranties, express or implied, including but not limited to implied
warranties of merchantability and fitness for a particular purpose, for the
software and all accompanying written materials. This limited warranty gives you
specific legal rights. You may have others, which vary from jurisdiction to
jurisdiction.
In no event shall Dell or its suppliers be liable for any damages whatsoever
(including, without limitation, damages for loss of business profits, business
interruption, loss of business information, or other pecuniary loss) arising out
of use or inability to use the software, even if advised of the possibility of
such damages. Because some jurisdictions do not allow an exclusion or limitation
of liability for consequential or incidental damages, the above limitation may
not apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS
The software and documentation are provided with Restricted Rights. Use,
duplication or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as
applicable. Contractor/manufacturer is Dell Products, L.P., One Dell Way, Round
Rock, TX 78682. This license is effective until terminated. It will terminate
upon the conditions set forth above or if you fail to comply with any term
hereof. Upon termination, you agree that the software and accompanying
materials, and all copies thereof, will be destroyed. This agreement is governed
by the laws of the State of Texas. You acknowledge that you have read this
agreement, you understand it, you agree to be bound by its terms, and that this
is the complete and exclusive statement of the agreement between you and Dell
regarding the software.
<PAGE> 45
SCHEDULE D TO AGREEMENT NUMBER BRO-001
DELL INBOUND PACKAGING STANDARDS
PART NUMBER 11500
<PAGE> 46
DELL COMPUTER CORPORATION
INBOUND PACKAGING STANDARDS PN- 11500
REV A06
Page 1
<PAGE> 47
REV ECO DESCRIPTION DATE APPROVED
--- --- ----------- ---- --------
A00-00 1285 Release for procurement use. 08/10/87 ---- ----
A01-00 2182 Revise and update. 02/28/89 Pete Genix
A02-00 3650 Correct spelling and revise wording. 07/05/90 Pete Genix
A02-01 11401 Update description to conform to Naming Standard. 10/19/93 Rita Maloy
A03-00 15031 Update rack height requirements. 12/13/94 Greg Peden
A04-00 15031 Incorporate reference of PN 00121 for test method. 12/13/94 Pete Genix
A05-00 Update and revise spec to include line ready packaging
requirements. - JB 12/15/95
A06-00 Tighten palletization methods and add pictorials. - JB
02/27/96
Page 2
<PAGE> 48
TABLE OF CONTENTS
1. PURPOSE
2. GENERAL SUPPLIER RESPONSIBILITIES
3. COMPLIANCE
4. DEFINITIONS.
5. PACKAGING CRITERIA
6. LINE READY PACKAGING
7. PALLETIZATION REQUIREMENTS
8. MARKING AND IDENTIFICATION
9. LABELING REQUIREMENTS
10. PACKING LIST
Page 3
<PAGE> 49
1.0 PURPOSE
This Dell Computer Corporation (DCC) Specification defines for our
suppliers packaging requirements that might be specific for Dell
Computer Corporation. The goal of this document is to specify DCC's
requirements for receiving; packaging protection; warehouse; safety and
line ready usage.
2.0 GENERAL SUPPLIER RESPONSIBILITIES
2.1 COMMUNICATIONS
2.1.2 Vendors shall communicate packaging assumptions to Dell Computer
Corporation in quote, including factors such as cost, box dimensions,
weight, quantity per box and internal packaging descriptions.
2.1.2 This communication shall be coordinated through DCC purchasing.
2.1.3 Vendors shall communicate any modifications to packaging that
might be mutually beneficial.
2.1.4 Vendors shall provide packaging drawings and specifications when
available.
2.2 PRODUCT PROTECTION
2.2.1 All shipments to DCC must be packaged and/or palletized so that
both containers and contents arrive at DCC free from damage.
2.2.2 Pallet loads received by DCC may be broken down into their
individual containers to be reshipped. These individual containers may
require a packaging test to verify the performance of the suppliers
packaging during testing per Dell's Packaged Product Test Procedure.
Part Number 00121.
2.3 LEGAL
It is the suppliers obligation to ensure that packaging and palletizing
comply with all applicable laws and regulations including:
Rail Regulations: Uniform Freight Classification, Rule 41.
Truck Regulations: National Motor Freight Classification,
Item 222.
Air Regulations: International Air Transportation Association
Page 4
<PAGE> 50
3.0 COMPLIANCE
3.1 IN THE EVENT OF NON-COMPLIANCE DCC RESERVES THE RIGHT TO:
3.1.1 Reject and return any shipments received that are improperly
packaged or identified.
3.1.2 Charge the supplier for the cost of labor and materials for any
repackaging resulting from the non-compliance with DCC specifications.
3.1.3 Remove from it's list of approved suppliers, any who repeatedly
fail to comply with the DCC Packaging requirements.
4.0 DEFINITIONS
ASTM - American Society of Testing and Materials Line Ready - Part
prepared for use on production line.
Michelman - A coating process used in the corrugated industry to reduce
abrasion.
O.D. - Outside Dimensions
Unitized Load - Two or more containers secured to a pallet or shipping
base.
5.0 PACKAGING CRITERIA
5.1 CONTAINER INTEGRITY
All containers must comply with the National Motor Freight
Classification rules, items 222 and 222-1 for all packaged product
received by DCC.
5.2 CUBE EFFICIENCY
Container selection shall consider the amount of space the product
occupies, the number of cartons per pallet load, and the number of
pallets per trailer/sea container.
Page 5
<PAGE> 51
PACKAGING CRITERIA (CONTINUED)
5.3 ELECTROSTATIC SENSITIVE PARTS
5.3.1 Shall be packaged as defined in Military Specification 1696 for
Class One parts with a 1000 Volt sensitivity or below.
5.3.2 These parts shall be received in containers which provide
electrostatic field shielding properties per standard EIA-541.
5.3.3 Static shielding bags shall have the following electrical surface
resistivity properties (ohms/square)
SURFACE RESISTIVITY (Outside Layer) between 10 7 & 10 12 (+/-10%)
SURFACE RESISTIVITY (Inside Layer) 10 7 or less (+/-10%) SURFACE
RESISTIVITY (Metalized Layer) 10 3 or less (+/-10%)
5.4 MECHANICALLY HANDLED LOADS
Refer to Palletization Requirements in Section 6.0.
5.5 MANUALLY HANDLED PACKAGES
Gross weight of the package shall not exceed 50 pounds. Packages with
gross weight under 35 pounds is preferred.
5.6 PARTS CLEANLINESS
All parts will be clean prior to packaging. Cleanliness of the part is
not to be degraded by the packaging materials or any of it's components.
5.7 PARTS INTEGRITY
5.7.1 Parts shipped on different purchase orders must be packaged
separately and marked accordingly.
5.7.2 Each different part number item must be packed in it's own
discrete package and identified. Refer to Markings and Identification in
Section 7.0.
5.8 PACKAGING CLOSURES
The packaging closure must maintain interior cleanliness and ensure that
contents remain intact and damage free during shipping and handling.
Page 6
<PAGE> 52
6.0 LINE READY PACKAGING
DCC in writing a contract may specify that "line ready packaging" is
requested. The ideal is to have packaging and sub-packaging that flow
through DCC's manufacturing process without any unboxing or modification
to assembly areas.
6.1 GENERAL GUIDELINES
6.1.1 Internal packaging should be designed to allow for minimal
material handling and secondary detrashing upon product removal.
6.1.2 Components should not be individually wrapped or bagged unless
sensitive to cosmetic or electrostatic discharge.
6.1.3 Donnage should be minimized.
6.1.4 Reusable packaging should be considered when applicable.
6.1.5 Designs should have minimal adhesion of two dissimilar materials
(foam and corrugated) to allow for ease of recycling.
6.1.6 Boxes to be manually handled should be smaller than roughly 24" x
20" x 20". If the box is larger then it should be broken into smaller
sub-boxes or sub-packs.
6.2 LARGE PALLETIZED BULK CONTAINERS
6.2.1 These containers shall consists of a design that allows for one
lid to be removed for access to all parts inside.
6.2.2 The height of the palletized load shall not exceed 48 inches
(including pallet).
6.2.3 Pallet shall be a standard 40 x 48 pallet with a 48 x 48 pallet
acceptable. Other pallet designs will need approval to insure they are
compatible with DCC's internal transport devices.
6.3 BULK BOXES
6.3.1 Bulk boxes should weight no more than 35 pounds (50 pounds
absolute maximum).
6.3.2 Boxes shall have Dell part number and part quantity on each of the
width panels.
6.3.3 Bags shall be used for abrasion protection as a last resort. Other
anti-abrasion measures should be considered first such as coatings on
corrugated.
6.3.4 Box shall be designed so that parts will not be damaged if box is
opened by a knife.
6.3.5 Ideal box size is 24 x 20 x 18 or smaller.
6.3.6 Ideally lids should be designed so that they can be removed in a
one step process.
Page 7
<PAGE> 53
LINE PACKAGING (CONTINUED)
6.4 PIECE PART BOXES
6.4.1 Small piece part boxes shall easily countable quantities inside
(10, 50., 100, etc...).
6.4.2 Boxes shall have Dell part number and part quantity on each width
panel.
7.0 PALLETIZATION
7.1 REQUIREMENTS
7.1.1 Palletization is required for all orders that occupy more than 50%
of a pallet load or exceeds 50 pounds per package.
7.1.2 Load Height Maximum: 60 inches including pallet(s)
7.1.3 Load Weight Maximum: 1000 pounds gross palletized load
7.1.4 Leaning, bulging, and pallet loads with overhang are not
acceptable.
---
7.1.5 Standard 40 X 48 inch pallets are preferred, 42 X 48 inch and 48 X
48 inch pallets are acceptable.
7.1.6 All pallets must be constructed with runner and stringer boards
and have four way entry, pallets with corner blocks or cones are
unacceptable. Pallets without bottom runners are also unacceptable.
7.1.7 All palletized loads shall have a corrugated slip sheet between
the boxes and the top runners to aid in load distribution.
[CHART]
Page 8
<PAGE> 54
PALLETIZATION (CONTINUED)
7.2 STACKING
7.2.1 Packaging shall be designed to withstand double stacking of two
similar pallets and must pass National Motor Freight Rule 180. . A "Do
Not Stack" label does not absolve the suppliers of their responsibility
for proper packaging.
7.2.2 The top surface of the pallet load shall be flat to permit
stacking for both carrier and warehouse requirements.
7.3 MIXTURE OF PRODUCT.
7.3.1 Shipments of a given part number must be consolidated on the same
pallet.
7.3.2 Different part numbers, as well as different purchase orders, can
be consolidated in a bulk shipper with a single bill of lading if each
part number group is individually packaged and labeled properly.
7.4 BANDING
7.4.1 Two-way banding using metallic or polyester material is required
for all purchase orders that call out banding of loads.
7.4.2 Angle boards or edge protectors are required under bands to
maintain individual container's integrity, as well as the pallet's.
[CHART]
Page 9
<PAGE> 55
PALLETIZATION (CONTINUED)
7.5 STRETCHWRAPPED LOADS
7.5.1 Shrink films or stretch wraps must adequately secure the load to
the pallet. The film must have adequate tack to prevent loose ends from
hanging off the load.
7.5.2 Angle boards shall be used on the four vertical corners to prevent
the corrugated from collapsing due to stretchwrap pressure.
[CHART]
7.5.3 There shall be a minimum of three spiral wraps per unitized load.
7.6 COMBINATION PALLETIZATION METHODS
Some commodity managers may require both banding and stretchwrap as a
requirement. If both are required then all requirements in both sections
apply. (I.E. angle boards shall be required on all four vertical edges
and well as the horizontal banded edges.
7.6 TESTING
Palletization loads to be tested per the Dell Packaging Specification
00121.
8.0 MARKING AND IDENTIFICATION
Supplier shipments routed by common carriers must be accurately
described on the bill of lading with the appropriate package
description, as required by the National Motor Freight Classification.
Page 10
<PAGE> 56
9.0 LABELING REQUIREMENTS
9.1 REQUIREMENTS
Receipt and storage of materials, requires that incoming loads be easily
and quickly identified. All shipping containers must be identified with
an "Outer Package Label" as specified in the "Electronic Industries
Association Shipping and Receiving Bar Code Label Standard," available
from Dell Computer Corporation's Procurement and Receiving Departments.
9.2 EXCEPTIONS
Exceptions for OEM products will have superseding requirements as
outlined by each commodity's contract/specification requirements.
10.0 PACKING LISTS
10.1 REQUIREMENTS
10.1.1 One packing list is required with each shipment, as it specifies
the contents of the shipment received.
10.1.2 The preferred location of the packing list is on the outside of
the shipping container, positioning it on the side or end, not on top.
Securely affix a transparent envelope or tape such that the packing list
is visible and protected from damage.
10.1.3 When the packing list is enclosed on the inside of a carton, that
carton must be identified with a "Packing List Enclosed" label.
10.1.4 All packing lists must contain the following information:
Name and Address of Supplier
Dell Computer Corporation Part Number
Purchase Order Number
Name and Address of Receiving Location
Number of pieces shipped
Description of Material
Shipping Date
Case Number
Page 11
<PAGE> 57
SCHEDULE E TO AGREEMENT NUMBER BRO-001
DELL SUPPLIER LABELING SPECIFICATION
PART NUMBER 13190
<PAGE> 58
DELL
SUPPLIER
LABELING
SPECIFICATION
DELL Part No. 13190
Rev. A09-00
PROPRIETARY NOTE
THIS ITEM IS THE PROPERTY OF DELL COMPUTER CORP. AUSTIN, TEXAS AND CONTAINS
CONFIDENTIAL AND TRADE SECRET INFORMATION. THIS ITEM MAY NOT BE TRANSFERRED FROM
THE CUSTODY OF DELL COMPUTER CORP., EXCEPT AS AUTHORIZED BY DELL COMPUTER CORP.
AND THEN ONLY BY WAY OF LOAN FOR LIMITED PURPOSES. IT MUST NOT BE REPRODUCED IN
WHOLE OR IN PART AND MUST BE RETURNED TO DELL COMPUTER CORP. UPON REQUEST AND IN
ALL EVENTS UPON COMPLETION OF THE PURPOSE OF THE LOAN. NEITHER THIS ITEM NOR THE
INFORMATION IT CONTAINS MAY BE USED BY OR DISCLOSED TO PERSONS NOT HAVING A NEED
FOR SUCH USE OR DISCLOSURE CONSISTENT WITH THE PURPOSE OF THE LOAN WITHOUT PRIOR
WRITTEN CONSENT OF DELL COMPUTER CORPORATION.
<PAGE> 59
LABELING SPECIFICATION
CONTENTS
SCOPE 4
Purpose 4
Application 4
Subassembly (Parts) Classes 4
BARCODE DEFINITIONS 5
GENERAL LABEL REQUIREMENTS 6
Subassembly (Parts) Labels 6
Subassembly (Parts) Label Content 6
Type A Label 6
Type B Label 6
Type C Label 7
Type D Label 7
Twenty Digit Barcode 8
DELL Part Number 9
Manufacturer's Identification 9
Seven Character Date Code/Sequence Number Combination 9
Date Code 9
Sequence Number 10
DELL Part Number 10
Revision (Rev) Level Barcode 10
Label Placement 11
Code Density and Dimension 11
Code Height 11
Intercharacter Gap 11
Quiet Zones 11
Spacing Between Barcode and HRI 11
Spacing Between Edge Of Label and HRI 11
Readability and Printing Requirements 11
Subassembly (Parts) Label Material Requirements 12
Non-PCB/PWA (Label Types A and B Only) 12
Face Stock Characteristics 12
Adhesive Characteristics 12
PCB/PWA Labels (Label Type C Only) 12
Face Stock Characteristics 12
Adhesive Characteristics 12
Durability 13
Electronic Industries Association (EIA) Shipping/Receiving Label 13
EIA Label 13
EIA Label Content 13
EIA Label Location 15
Code Density and Dimension 15
Code Height 15
Intercharacter Gap 15
Quiet Zones 15
Spacing Between Barcode and HRI 15
Spacing Between Edge of Label and HRI 15
Height of Human Readable Interpretation 15
Readability and Printing Requirements 16
EIA Label Material Requirements 16
2
<PAGE> 60
Face Stock Characteristics 16
Adhesive Characteristics 16
Durability 16
Sample Electronics Industry Association (EIA) Labels 17
ISO Country Codes 19
3
<PAGE> 61
LABELING SPECIFICATION
SCOPE
1.1 PURPOSE:
The purpose of this document is to specify the characteristics,
standards and requirements for electronic subassembly (parts) labels (referred
to as PPID {piece part identification}) and EIA labels by suppliers to DELL
Computer Corporation.
1.2 APPLICATION:
This document shall apply whenever label marking and reading are
employed on shipping containers and electronic subassemblies used in DELL
products and when shipping components to DELL.
1.3 SUBASSEMBLY (PARTS) CLASSES:
This document shall apply to each of the following subassembly classes
as indicated by DELL Computer Corporation.
- AC Adapters
- Add on Cards (all types)
- CD ROM's
- Controller Cards
- Tape Drives
- Floppy Drives
- Hard Drives
- PCMCIA Card Interfaces
- Keyboards
- Monitors
- PCB/PWA's (motherboards, risers, backplanes, and {as
indicated by procurement}, cache cards, daughter cards,
and other PCB's)
- Portable Batteries
- Power Supplies
- Docking Modules/Port Replicators
- Thermal Monitoring Cards
- Selected notebook components
4
<PAGE> 62
- 2.1 BARCODE DEFINITIONS:
BAR - The darker element of a barcode.
BARCODE - An array of rectangular bars and spaces in a predetermined
pattern.
BARWIDTH - The perpendicular distance across a bar measured from a point
on one edge to a point on the opposite edge. Each point will be defined
as having a reflectance that is 50% of the difference between the
background and bar reflectances.
BINARY - Pertaining to a characteristic or property involving a
selection, choice or condition in which there are two possibilities.
BINARY CODE - A code which makes use of exactly two distinct characters,
usually 0 (zero) or 1 (one).
CHARACTER - Letter, digit or other special form that is used as part of
the organization, control or representation of data. A character is
often in the form of a spatial arrangement of adjacent or connected
strokes.
CODE 128 - A variable length, alpha-numeric encoding the full ASCII 128
character set. Every character is made up of 11 modules containing three
bars and three spaces. Bar and space width is one, two three, or four
modules. Three different start characters are used to select one of
three character sets, including a high-density numeric arrangement that
can encode two numeric digits in each character.
CODE DENSITY - The number of characters that can appear per unit of
length, normally expressed in characters per inch (CPI).
ELEMENT - A generic term used to refer to either a bar or a space.
HUMAN READABLE INTERPRETATION (HRI) - The exact interpretation of the
encoded barcode data presented in a human readable font.
INTERCHARACTER GAP - The space between the last element of one character
and the first element of the adjacent character of a discrete barcode.
MARGIN (QUIET ZONE) - The area immediately preceding the start character
and following the stop character, which contains no markings. SPACE -
The lighter element of a barcode. START AND STOP CHARACTER - A distinct
character represented by an asterisk (*), used at the beginning and end
of each 3 of 9 barcode which provides initial timing references and
direction of read information to the coding logic. The asterisk start
and stop code is an integral part of, and peculiar to, the 3 of 9
barcode. SYMBOL - A complete barcode containing margins, start
character, data characters, check digit (if any) and a stop character.
UNIT SIZE - The bar width of a narrow element. The narrow bar and the
narrow space are equal in the 3 of 9 barcode. 3 OF 9 BARCODE - a
variable length, discrete, self-checking, bi-directional alphanumeric
barcode. Its character set contains 43 meaningful characters: 0 - 9, A -
Z, -, ., $, /, +, % and space. Each character is composed of nine
elements: five bars and four spaces. Three of the nine elements are wide
(binary value 1), and six elements of narrow (binary value 0). An
additional common character, asterisk (*) is used for both start and
stop delimiters.
5
<PAGE> 63
LABELING SPECIFICATION
GENERAL LABEL REQUIREMENTS
3.1 SUBASSEMBLY (PPID) LABELS
3.1.1 SUBASSEMBLY (PPID) LABEL CONTENT
Subassemblies (see Scope for commodities specified as subassemblies)
shall be labeled with one of the following three types of barcode labels as
indicated in the DELL Specification Control Drawings. The Label Type must be
assigned by DELL Procurement Group for all parts. Every label must fit on the
part without affecting functionality or cosmetically mar the look of the
finished DELL product (see below for detail technical specifications).
TYPE A LABEL
This barcode label will be applied to most parts on label stock 2.0
inches (50.8 mm) wide by .5 inch (12.7 mm) high using a wide to narrow
element ratio of 3 to 1. The narrow element must be a minimum of 5 mils
(.127 mm). This is a 12.5 CPI bar code. This is the preferred label for
all parts (except motherboards), and is recommended unless the
manufacturer is incapable of printing or scanning a label printed with
this density bar code. Approval to use an alternative label is to be
obtained in writing from DELL via contract or Purchase Order. (Special
note: Upon specific approval from Dell, this label may be produced in a
smaller size using Code 128 rather than Code 39. This approval is
intended only for parts that are too small for a 2" label, such as
certain notebook components)
[GRAPHIC]
TYPE B LABEL
For manufacturers not having equipment capable of printing or scanning
the standard size label (Type A above), a label up to 3.25 inches (79.4
mm) wide by .5 inch (12.7 mm) high will be permitted, provided the
component size permits and it does not interfere with the operation or
finished look of the component. When the narrow element exceeds width of
6.6 mils (.167 mm), a 2 to 1 or 2.5 to 1 ratio may be used. DELL
discourages the use of this label unless it is absolutely necessary. The
bar code densities can, for a label wider than 2 inches, range down to
as low as 7.7 CPI which requires a label to be at least 3.125 inches
long to have acceptable quiet zones. A bar code density of 10.4 CPI
requires a 2.375 inch (60.3 mm) long minimum label. This density is
achieved with a 300 DPI printer using a 6.6 mil (2 dot) narrow element
at a 2.5 to 1 ratio.
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[GRAPHIC]
TYPE C (2 PART) LABEL
For subassemblies, such as boards, that do not have sufficient surface
area to affix a Type A or Type B label without interfering with the
performance or finished look of the part. Use a 3 to 1 ratio where the
narrow element must be a minimum of 5 mils (.127 mm). The Type C label
may only be used with the written permission of DELL via contract or
Purchase Order. The Rev label may have the human readable type above,
below, or to the left of the bar code, provided it all fits on the
label, with minimum quiet zones on either side of the bar code.
[GRAPHIC]
TYPE D LABEL
For items which require a country of origin label for customs, a Type D
label may be used. Use a 4 to 2 ratio where the narrow element must be a
minimum of 5 mils (.127 mm). The Rev must have the human readable type
below or to the left of the bar code with minimum quiet zones on either
side of the bar code. The country of origin, of the form "MADE IN
XXXXX," on one or two lines, must be located immediately to the left of
the Rev bar code while maintaining minimum quiet zones. The area to the
left of the country of origin may be used by the vendor for additional
information, such as special handling icons, provided that such
information does not interfere with the readability of the human
readable code denoting the Dell Part Number or the country of origin
text. For portable hard disk drives the label must be located within the
position window shown below.
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[GRAPHIC]
Parts labels will be made up of three general physical areas: the Twenty
Digit Barcode, the DELL Part Number and the Rev Level.
TWENTY DIGIT BAR CODE A bar code message, containing the sequence of
Dell Part Number, Supplier's Identification Number and location code, and a
serial number consisting of a Date code and a sequence number (see definitions
below), consisting of CODE 3 of 9 symbols enclosed between start and stop
character codes with Human Readable Interpretation (HRI) directly below. The bar
code shall not include any dashes (-) or other information besides that
specifically mentioned above. The HRI will separate the Manufacturer ID number,
the Date Code and the sequence number with a minus sign (-). The Dell part
number will be printed in human readable form separately from the other
information contained within the bar code (except on Type C labels, where the
text string may be
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<PAGE> 66
continuous, and will have DP/N as the leading text.) Note: In special
circumstances, Code 128 will be approved, but cannot be used without specific
approval.
DELL PART NUMBER -
Eight alphanumeric characters assigned by DELL to identify the
part. In the event that the Dell part number is 5 characters,
three leading zeros shall be used to fill out the 8 spaces
designated for the DELL part number. The DP/N will be provided on
the purchase order placed for the parts.
MANUFACTURER'S IDENTIFICATION -
Five numeric (currently, may be alphanumeric in the future)
characters naming the supplier of the part and the location of
the manufacturing plant, to be supplied by DELL Procurement. The
first four characters shall represent the base supplier number.
The fifth character shall be a numeric character representing the
manufacturing plant, and shall be issued by DELL procurement as
requested by supplier, one per manufacturing location.
SEVEN CHARACTER DATE CODE/SEQUENCE NUMBER COMBINATION
The first 3 characters of this component of the bar code shall
represent the year, month and day of manufacture. The last four
shall be a sequence number. The first character shall be a number
representing the last digit of the year of manufacture (1995
would be a 5). The second character shall represent the month per
the table below. The third character shall represent the day of
manufacture beginning with a 1 through 9, and then with the
letters A through V representing the 10th through 31st of a month
per the table below.
DATE CODE - A three character field used to identify the date a
part was manufactured, or the date Dell received the part (If a
part label had to be generated by Dell). This date code is made
up of a one character code for year (0-9), a one character code
for month, and a one character code for day.
The following tables apply to the Date Code:
Month codes
January 1 July 7
February 2 August 8
March 3 September 9
April 4 October A
May 5 November B
June 6 December C
Day Codes
1st 1 11th B 21st L 31st V
2nd 2 12th C 22nd M
3rd 3 13th D 23rd N
4th 4 14th E 24th O
5th 5 15th F 25th P
6th 6 16th G 26th Q
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7th 7 17th H 27th R
8th 8 18th I 28th S
9th 9 19th J 29th T
10th A 20th K 30th U
SEQUENCE NUMBER
A four character field used in conjunction with the Dell Part Number,
the MFG ID and the MFG Date Code to provide the detail necessary to
uniquely identify an individual part.
Suppliers will be allowed the use of characters 0-9, A-O in the first
position of the sequence number, with no restrictions on the 2nd through
4th positions. The use of the characters P through Z in the first
position of the sequence number is reserved for use internally by Dell,
for labels that Dell prints itself. When Dell prints its own labels (not
applicable to suppliers), the first position will be used to identify
where the part was received, as outlined below:
"P" & "Q" Received in AMF facilities
(Applies to facilities in Austin, including
Manufacturing, Field Service & Board Repair)
"R" & "S" Received in EMF facilities
(Applies to facilities in Ireland)
"T" & "U" Received in APCC facilities
(Applies to facilities in Malaysia)
"V" through "Z" Reserved for future use
with no restrictions on the 2nd through 4th positions.
In the event a barcode is not on the part when received, Dell will create a
barcode label by entering the DELL Part Number and Manufacturer's
Identification, and the computer will assign the next available sequence number
for that part number and print a properly formatted barcode label, including a
date code reflecting the date of label generation. If the manufacturing location
code is unknown for Dell generated labels, a 0 (zero) will be used for the
location code portion of the supplier's ID. The Dell receiving location will be
indicated by the first character of the sequence number, as noted in the table
above, when Dell is printing its own labels.
ANY COMPONENT WITHOUT SUBASSEMBLY LABELS (REQUIRING PARTS TO BE BARCODE LABELED
BY DELL) WILL NOT BE CAPABLE OF REFERENCING MANUFACTURING INFORMATION SUCH AS
DATE OF MANUFACTURE, WHERE BUILT, ETC. THEREFORE, IT IS MOST ADVANTAGEOUS FOR A
MANUFACTURER TO PROVIDE THE SUBASSEMBLY (PART) LABEL AND BE A BENEFACTOR OF THE
QUALITY MANAGEMENT INFORMATION DERIVED BY THE DELL SYSTEM.
DELL PART NUMBER (DP/N) IN HUMAN READABLE FORM, LARGER LETTERS.
The eight numeric character part number assigned by DELL that appears as the
first eight characters of the subassembly bar code label. The DP/N will be
provided on the purchase order placed for the parts. Note: If the Assigned Dell
part number is 5 characters, precede it with 3 zeros.
REVISION (REV) LEVEL BARCODE
A barcode message consisting of three CODE 3 of 9 characters enclosed between
start and stop character codes. These three characters represent the first three
characters of the DELL revision level
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of the subassembly. The revision level will be supplied to the manufacturer via
the purchase order. The supplier's rev level information for a particular PO
will be supplied to Purchasing at the time of ordering, and confirmation must be
received from DELL prior to shipping a new rev of an existing part where DELL is
continuing to use the same DELL part number.
3.1.2 LABEL PLACEMENT
The placement of the label on the subassembly (part) must be on a flat
surface and in a location that will not cosmetically mar the look of the
finished DELL product and not on a surface normally used for the attachment of
the component. If DELL controls the specification for the subassembly, the
placement will be in the location indicated on the DELL assembly drawings.
DELL's purchasing agents should be able to answer questions regarding placement,
or refer you to the appropriate contacts, such as peripheral development. Note:
The location of labels on hard drives intended for notebooks can be critical due
to the close tolerances of hard drive bays (See Type D Label).
3.1.3 CODE DENSITY AND DIMENSION FOR PPID LABELS
The maximum bar code density in characters per inch is 12.5 (CPI). The
minimum and maximum widths for narrow elements, and allowable ratios are as
follows:
Narrow element width 0.005 inches (.127 mm) to 0.010 inch (.254 mm)
Wide element width 0.015 inches (.381 mm) to 0.020 inch (.762 mm)
Wide to narrow element ratios 3:1 for narrow elements less than .065 inch (.165mm)
2.5:1 to 3:1 for narrow elements greater than or equal
to 0.066 inch (.167 mm)
2:1 to 3:1 for narrow elements of 0.010 inch or greater
Element tolerance 0.0017 inches (0.044 mm)
Special note: If Code 128 has been specifically approved for use on a
particular part, the minimum narrow element width must be .005 inches. Only
Subset A of Code 128 is allowed for use.
3.1.3.1 CODE HEIGHT -
The allowable range for the bar code height is 0.20 inch +/-0.01 inch.
3.1.3. INTERCHARACTER GAP -
The distance between characters is the same as the minimum dimension of
a narrow element.
3.1.3.3 QUIET ZONES -
The minimum left and right margins shall be 15 times the width of
one narrow element or 0.12 inch (2.0 mm).
3.1.3.4 SPACING BETWEEN BARCODE AND HRI -
A minimum of 0.005 inch (0.127 mm) and a maximum of 0.015 inch(0.38 mm).
3.1.3.5 SPACING BETWEEN EDGE OF LABEL AND HRI -
The minimum spacing between the horizontal edge of the label and the HRI
shall be 0.015 inch(0.38 mm).
3.1.3.6 READABILITY AND PRINTING REQUIREMENTS.
Using commercially available bar code verifiers, labels must have a
minimum decode percentage of 95% or more. The label stock and ribbon
combination, stock, or other printing method must produce labels
acceptable for scanning in the visible light (600 to 660 nm wavelength)
as well as
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laser and infrared scanners operating at wavelengths up to 900 nm. Specific
details, if required, can be obtained by referring to the EIA-556-A Shipping and
Receiving Bar Code Label Specification or ANSI bar code specifications. ANSI bar
code quality standard "C" or better is indicative of acceptable labels, although
care should be used in using this as the only standard of quality, particularly
on higher density labels. These specifications will lay out minimum
reflectivity, print contrast ratios, bar growth and size tolerances, defect
tolerances, etc. Labels using the direct thermal process are not acceptable for
5 mil narrow element PPID labels.
Dell is interested in decodability using commercial laser scanners and
will be happy to verify any contemplated labels. Dot matrix printed labels are
not acceptable as piece part labels.
3.1.4 SUBASSEMBLY (PARTS) LABEL MATERIAL REQUIREMENTS
3.1.4.1 NON-PCB/PWA (LABEL TYPES A AND B ONLY)
a) Face Stock Requirements
The actual material used is at the discretion of the affixing party,
provided the labels are legible, permanent and meet the following minimum
standards:
1) Face Stock Characteristics
Type Polyester or topcoated paper
Caliper 0.0020 inch
Basis Weight 42 lb. / 3000 square feet
Color White
Background Reflectance 633nm / 80% min. (90nm / 70% min.)
Print Contrast Signal 95% min. 85% min.
Service Temperature Range 0 to 225 degrees Fahrenheit
2) Adhesive Characteristics
Type Permanent Acrylic
Minimum Application Temp. 50 degrees Fahrenheit
Service Temperature Range 0 to 225 degrees Fahrenheit
Dwell: Initial Tack 1 hour (at room temperature)
Ultimate Tack 30 hours - Full Strength
Caliper 0.0009 inch
Conductivity Non-conductive if applied across
any contacts on a PWA
3.1.4.2 PCB/PWA LABELS (LABEL TYPE C ONLY)
a) Face Stock Requirements - The actual material used is at the
discretion of the affixing party, provided the labels are legible, permanent and
meet the following minimum standards:
1) Face Stock Characteristics
Type Polymide (kapton) or high
temperature polyester
Caliper 0.0027 inch
Basis Weight 70 lb. / 3300 square feet
Color Buff / Amber (or white for
polyester)
Background Reflectance 633nm / 75% (900nm / 80% min.)
Print Contrast Signal 63% min. 65% min.
2) Adhesive characteristics
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<PAGE> 70
Type High Temp Permanent Acrylic
Minimum Application Temp 50 degrees Fahrenheit
Service Temperature Range 0 to 525 degrees Fahrenheit
Dwell - Initial Tack 6 Hours at Room Temperature
Ultimate Tack 36 Hours - Full Strength
Caliper 0.0020 inches
3.1.4.3 DURABILITY
Labels must remain scanable at the above listed minimum acceptable
levels for a period of 5 years in a non-condensing environment with temperatures
up to 150 degrees Fahrenheit (65 degrees C). Direct thermal labels are not
allowed for PPID labels without documentation with regards to durability.
3.2 ELECTRONIC INDUSTRIES ASSOCIATION (EIA) SHIPPING/RECEIVING LABEL
Sections of the DELL Standard for this label have been taken from the
Electronics Industry Association Standard EIA-556-A for OUTER PACKAGE LABELS,
but have been retyped to focus on the specific needs of DELL. In the event the
EIA standard for this label should change, the DELL Standard will remain in
effect until DELL approves in writing any modifications to reflect the EIA
Standards change.
3.3.1 EIA LABEL CONTENT
Each shipping container received at DELL shall be labeled with the
information indicated below. A shipping container is an individual sealed box
containing one or more parts. It is not a pallet, or overwrap, but is the
container from which individual parts would be removed for assembly into a
finished computer. Thus, each individual shipping container on a pallet, or
unitized overwrap, will contain multiple individual cartons with individual EIA
labels.
a) FROM AND TO - This shipping information data field is a non-barcoded
mandatory data field located as shown in Figure 1. It shall contain, at
a minimum, the supplier's name and address (under the title "FROM") and
DELL's name and address (under the title "TO"). Additional information
may be printed in this area such as the DELL logo or telephone numbers,
all only in human readable form. The height of the human readable
interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
b) VENDOR ORDER / SHIPPING NUMBER (15 characters) - A mandatory barcoded
field defined by the supplier which contains the supplier's Invoice or
Packing Slip number, in both barcoded and HRI formats. The height of the
human readable interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
c) PO NUMBER (8 characters) - A mandatory barcoded field containing
DELL's Purchase Order Number in both barcoded and HRI formats. The
height of the human readable interpretation (HRI) shall be a minimum 0.2
inch (5.1mm).
d) LINE NUMBER (2 characters) - A mandatory barcoded field containing
the Line Number on the DELL Purchase Order that corresponds to the item
contained in the shipping container. The height of the human readable
interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
e) DELL PART NUMBER (5 characters) - A mandatory barcoded field
indicating the DELL Part Number of the items in the shipping container.
This number will appear on the DELL
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<PAGE> 71
P.O. Only one part number may be packed in each shipping container. The
human readable interpretation (HRI) shall be located to the right of the
barcode (not closer than 0.25 inch or 6.41mm) and have a minimum height
of 0.5 inch (12.7mm). At a future date, if Dell increases the size of
its part number, the number of characters for this field will be
increased. Until then, even if leading zeroes are being used to fill out
the 8 character part number field on the PPID, this field needs to
contain only the 5 character Dell Part number, as issued to suppliers by
Dell.
f) BOX QUANTITY (6 numeric digits) - A mandatory barcoded field
containing the total quantity of items within the shipping container.
When multiple containers are indicated in the Package Count data field
(e.g. 1 of 2), the quantity shown in Box Quantity shall be the quantity
in each package, not the total quantity --- of all packages in the
shipment. The human readable interpretation (HRI) shall be located to
the right of the barcode (not closer than 0.25 inch or 6.41mm) and have
a minimum height of 0.5 inch (12.7mm).
G) DELL PPID APPLIED? (1 characters) - A mandatory barcoded field
indicating whether or not (Y for yes, N for No) the parts within the box
are complaint with Dell's PPID labeling requirements, and that the
labels are applied. If the parts within the box do not require PPID
labels, then this field will always be N. The height of the human
readable interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
h) COUNTRY OF ORIGIN (2 characters) - A mandatory barcoded field
designating the country from which the item(s) originated. Country codes
have been assigned by DELL and are listed below. The height of the human
readable interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
i) PART DESCRIPTION - A non-barcoded field which conveys summary
information of the pertinent features of the part. The 5 character DELL
Part Number is required to be in the first 5 characters of this field.
Optional information such as supplier's description, date of
manufacture, lot number, etc. may also be included in this field. This
information must be in human readable form only and the height shall be
a minimum 0.2 inch (5.1mm).
j) PACKAGE COUNT - A non-barcoded mandatory field that describes the
numerical sequence of the package when more than one package is shipped
for a specific order or when multiple packages are required for a
specific part number. When only one package is required, this should be
indicated as 1 of 1. When multiple packages are required, the form X of
Y should be used, where X is the number of the package and Y is the
total number of packages. The height of the human readable
interpretation (HRI) shall be a minimum 0.2 inch (5.1mm).
k) TOTAL ORDER QUANTITY - A non-barcoded field indicating the total
quantity shipped of the specific part (corresponding to the PO Number
and Line Number). The Total Order Quantity may be contained in more than
one shipping container. This should not be confused with Box Quantity as
defined above. The height of the human readable interpretation (HRI)
shall be a minimum 0.2 inch (5.1mm).
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3.3.2 LABEL LOCATION
Whenever possible, the label should be affixed to the smaller end of the
package or box, which might be facing the aisle if the package is stored on the
shelving or racks, to permit easy identification during storage. In addition,
the EIA Label should not be covered by tape, stickers or other materials that
might inhibit scanning.
[GRAPHIC]
3.3.3 CODE DENSITY AND DIMENSION -
The optimum barcode density in characters per inch (CPI) is 3.70 to
6.90. The allowable range for the nominal width of the narrow elements (unit
size) and nominal ratio of the wide-to-narrow elements is as follows:
Minimum width of narrow elements 0.010 inch (0.254 mm) Minimum width of
wide elements 0.02 inch (0.432 mm) Minimum wide to narrow ratio 2:1 to
3:1 Element tolerance +/-0.0017 inch (0.41 mm)
3.3.3.1 CODE HEIGHT -
The allowable range for the bar code height is 0.50 inch +/- 0.1 inch.
3.3.3.2 INTERCHARACTER GAP -
Shall be the range of 1X to 2X.
3.3.3.3 QUIET ZONES -
The minimum clear area immediately preceding and following the barcode
shall be 0.17 inch (4.32 mm).
3.3.3.4 VERTICAL SPACING BETWEEN BARCODE AND HRI -
A minimum of 0.005 inch (0.127 mm) and a maximum of 0.015 inch (0.38
mm).
3.3.3.5 SPACING BETWEEN EDGE OF LABEL AND HRI -
The minimum spacing between the horizontal edge of the label and the HRI
shall be 0.015 inch (0.38 mm).
3.3.3.5 HEIGHT OF HUMAN READABLE INTERPRETATION -
The minimum height shall be 0.2 inch (5.1mm).
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3.3.3.6 READABILITY AND PRINTING REQUIREMENTS
Using commercially available bar code verifiers, labels must have a
minimum decode percentage of 95% or more. The label stock and ribbon
combination, direct thermal stock, or other printing method must produce labels
acceptable for scanning in the visible light (600 to 660 nm wavelength) as well
as laser and infrared scanners operating at wavelengths up to 900 nm. Specific
details, if required, can be obtained by referring to the EIA-556-A Shipping and
Receiving Bar Code Label Specification or ANSI bar code specifications. These
specifications will lay out minimum reflectivity, print contrast ratios, bar
growth and size tolerances, defect tolerances, etc. DELL is interested in
decodability using commercial laser scanners and will be happy to verify any
contemplated labels.
3.3.4 EIA LABEL MATERIAL REQUIREMENTS
3.3.4.1 EIA LABELS
a) Face Stock Requirements - The actual material used is at the
discretion of the affixing party, provided the labels are legible, permanent and
meet the following minimum standards:
1) Face Stock Characteristics
Type Polyester or top coated paper
Caliper 0.0020 inch
Optimum Dimensions - width 4 inches (102mm)
- height 6.5 inches (165mm)
Basis Weight 42 lb. / 3000 square feet
Color White
Background Reflectance 670nm (visible light) & 900nm (infra-red
light)
2) Adhesive Characteristics
Type Permanent Acrylic
Min. Application Temp. 50 degrees Fahrenheit
Svc Temperature Range 0 to 225 degrees Fahrenheit
Dwell: Initial Tack 1 hour (at room temperature)
Ultimate Tack 30 hours - Full Strength
Caliper 0.0009 inch
3.3.4.2 DURABILITY -
Labels must remain scanable at minimum standards for a period of 12
months with storage in an indoor, controlled environment at temperatures up to
100 degrees Fahrenheit (38 degrees Centigrade).
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ELECTRONICS INDUSTRIES ASSOCIATION (EIA) LABEL
[GRAPHIC]
17
<PAGE> 75
DELL COMPUTER CORPORATION
ISO COUNTRY CODE TABLE
Feb. 23, 1995
COUNTRY COUNTRY
CODE COUNTRY CODE COUNTRY
------- ------- ------- -------
AF Afghanistan CO Columbia
AL Albania CN Comoros
AG Algeria CF Congo
AQ American Samoa CW Cook Islands
AN Andorra CS Costa Rica
AO Angola HR Croatia
AV Anguilla CU Cuba
AY Antarctica CY Cyprus
AC Antigua EZ Czech Republic
AR Argentina DA Denmark
AM Armenia DJ Djibouti
AS Australia DO Dominica
AU Austria DR Dominican Republic
AJ Azerbaijan EC Ecuador
BF Bahamas, The EG Egypt
BA Bahrain ES El Salvador
BG Bangladesh EK Equatorial Guinea
BB Barbados ER Eritrea
BO Belarus EN Estonia
BE Belgium ET Ethiopia
BH Belize FA Falkland Islands
DM Benin FO Faroe Islands
BD Bermuda FJ Fiji
BT Bhutan FI Finland
BL Bolivia FR France
BK Bosnia and Herzegovina FG French Guiana
BC Botswana FP French Polynesia
BV Bouvet Island FS French Southern
BR Brazil GB Gabon
IO British Indian Ocean GA Gambia, The
VI British Virgin Islands GZ Gaza Strip
BX Brunei GG Georgia
BU Bulgaria GE Germany, Federal Republic
BM Burma GH Ghana
BY Burundi GI Gibraltar
CB Cambodia GR Greece
CM Cameroon GL Greenland
CA Canada GJ Grenada
PQ Canal Zone GP Guadaloupe
CV Cape Verde, Republic GQ Guam
CJ Cayman Islands GT Guatemala
CT Central African Empire GV Guinea
CD Chad PU Guinea-Bissau
CI Chile GY Guyana
CH China (PRC) HA Haiti
KT Christmas Island HM Heard & McDonald Islands
CK Cocos (Keeling Island) HO Honduras
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<PAGE> 76
DELL COMPUTER CORPORATION
ISO COUNTRY CODE TABLE
Feb. 23, 1995
COUNTRY COUNTRY
CODE COUNTRY CODE COUNTRY
------ ------- ------ -------
HK Hong Kong MW Montenegro
HU Hungary MH Monserrat
IC Iceland MO Morroco
IN India MZ Mozambique
ID Indonesia WA Namibia
IR Iran NR Nauru
IZ Iraq BQ Navassa Island
EI Ireland NP Nepal
IS Israel NL Netherlands
IT Italy NA Netherlands Antilles
IV Ivory Coast NC New Caledonia
JM Jamaica NZ New Zealand
JA Japan NU Nicaragua
JQ Johnson Atoll NG Niger
JO Jordan NI Nigeria
KZ Kazakhstan NE Niue
KE Kenya NF Norfolk Island
KR Kiribati CQ Northern Mariana Island
KN Korea, PDR NO Norway
KS Korea, Republic of MU Oman
KU Kuwait PK Pakistan
KG Kyrgyzstan PM Panama
LA Laos PP Papua New Guinea
LG Latvia PF Paracel Islands
LE Lebanon PA Paraguay
LT Lesotho PE Peru
LI Liberia RP Philippines
LY Lybia PC Pitcaim Islands
LS Liechtenstein PL Poland
LH Lithuania PO Portugal
LU Luxemborg RQ Puerto Rico
MC Macao QA Qatar
MK Macedonia RE Reunion
MA Madagascar RO Romania
MI Malawi RS Russia
MY Malaysia RW Rwanda
MV Maldives SM San Marino
ML Mali TP Sao Tome & Principe
MT Malta SA Saudi Arabia
MB Martinique SG Senegal
MR Mauritania SR Serbia
MP Mauritius SE Seychelles
MX Mexico SL Sierra Leone
MQ Midway Islands SN Singapore
MD Moldova LO Slovakia
MN Monaco SI Slovenia
MG Mongolia BP Solomon Islands
<PAGE> 77
DELL COMPUTER CORPORATION
ISO COUNTRY CODE TABLE
Feb. 23, 1995
COUNTRY COUNTRY
CODE COUNTRY CODE COUNTRY
------ ------- ------ -------
SO Somalia VQ Virgin Islands (U.S.)
SF South Africa WQ Wake Island
SP Spain WF Wallis and Futuna
PG Spratly Islands WI Western Sahara
CE Sri Lanka WS Western Samoa
SC St. Christopher-Nevis YE Yemen, Rep. of (SANA)
SH St. Helena CG Zaire
SB St.Pierre and Miquelon ZA Zambia
ST St. Lucia ZI Zimbabwe
VC St. Vincent
SU Sudan
NS Surinam
JS Svalbard and Jan Mayen
WZ Swaziland
SW Sweden
SZ Switzerland
SY Syria
TW Taiwan
TI Tajikistan
TZ Tanzania, United Republic
TH Thailand
TO Togo
TL Tokelau
TN Tonga
TD Trinidad and Tobago
NQ Trust Terr. of the Pacific Is.
TS Tunisia
TU Turkey
TX Turkmenistan
TK Turks and Caicos Islands
TV Tuvalu
UG Uganda
UP Ukraine
TC United Arab Emirates
UK United Kingdom
US United States
ZZ Unknown
UV Upper Volta
UY Uruguay
IQ US. Misc. Pacific Islands
UZ Uzbekistan
NH Vanuatu
VV Various
YY Various Bloc Countries
VT Vatican City
VE Venzuela
VM Vietnam
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SCHEDULE F TO AGREEMENT NUMBER BRO-001
DELL UNIQUE SERVICE TAG/BARCODE LABELING REQUIREMENTS
<PAGE> 79
DELL UNIQUE SERVICE TAG/BARCODE LABELING REQUIREMENTS
Due to the fact that the Product will not be introduced into the Dell
manufacturing process, specific Product tracking code labels will be required to
be applied by BROCADE or their authorized subcontractor. The following labeling
requirements will be required in addition to those specified in Schedule E -
Dell Supplier Labeling Specification, Part Number 13190.
1. Service Tag Track Code
Dell will provide BROCADE a supply of unique 5-digit alpha numeric Service Tag
Track Codes (Codes) for use on barcode labels to be applied to the Product and
to the shipping container. The quantity of codes to be supplied will be mutually
agreed to by both parties. BROCADE will notify Dell when the remaining supply of
Codes has reached approximately two (2) weeks. Dell will issue a new supply of
Codes upon request.
2. Barcode Label Requirements
BROCADE shall barcode label the Product with the Service Tag Track Code and
shall apply the same information on each shipping container to be received at
Dell. The location and size of labels shall be mutually agreed to by the
parties. Barcode definitions are contained in Schedule E of this Agreement.
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<PAGE> 80
SCHEDULE G TO AGREEMENT NUMBER BRO-001
PRODUCT REGULATORY AND SAFETY REQUIREMENTS
<PAGE> 81
FIBRE CHANNEL SWITCH EMC REGULARLY AND PRODUCT SAFETY REQUIREMENTS
Responsibility
Country / Mark Markings which apply Brocade Dell Comments
FCC Class A EMC
CE EMC
VCCI - A EMC
UL Safety Agency
CSA Safety Agency
TUV Safety Agency
NEMKO Safety Agency Post RTS - requires
translations
EZU Safety Agency
NORTH AMERICA
United States UL, FCC
Canada CSA, ICES
SOUTH & CENTRAL AMERICA
Mexico NOM, Safety Agency
WESTERN EUROPE
United Kingdom/Ireland CE
Benelux CE
France CE Post RTS - requires
translations
Germany TUV-GS,CE
Austria CE
Spain/ Portugal/ Italy CE
SCANDINAVIAN COUNTRIES
Switzerland/Austria CE
Sweden NEMKO/SEMKO, Safety Agency
Norway CE
Finland NEMKO/FIMKO, Safety Agency
Denmark NEMKO, Safety Agency
EASTERN EUROPE
Russia GOST, Safety Agency requires EMC
Czech Republic EZU, Safety Agency requires EMC
Slovenia SIQ
Slovakia EVPU
Hungary PCBC, Safety Agency requires EMC
Poland PCBC, Safety Agency requires EMC
ASIA PACIFIC
Japan VCCI Post RTS - requires
translations
Australia C-Tick, EMC
New Zealand C-Tick, EMC
SOUTH EAST ASIA
China CCIB, Safety Agency Not required for SilkWorm
Express
Page 1 of 2
<PAGE> 82
FIBRE CHANNEL SWITCH EMC REGULARLY AND PRODUCT SAFETY REQUIREMENTS
Hong Kong CCIB, Safety Agency Post RTS - requires
translations
Taiwan BCIQ, EMC
Korea RRL, EMC Post RTS - requires
translations
Singapore PSB, Safety Agency
Philippines No Known Requirements
Indonesia No Known Requirements
INDIAN CONTINENT
India No Known Requirements
Malaysia No Known Requirements
Thailand No Known Requirements
AFRICA
South Africa SABS
MIDDLE EAST
Saudi Arabia SASO
Page 2 of 2
<PAGE> 83
SCHEDULE H TO AGREEMENT NUMBER BRO-001
PRODUCT SPECIFICATIONS
1. NO. 0027-SEDS-2 -- SILKWORM EXPRESS SWITCH
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[BROCADE LOGO]
SILKWORM EXPRESS(TM) SWITCH
THE ESSENTIAL ELEMENT TO CREATE AN
ENTRY-LEVEL SAN
[GRAPHIC]
SILKWORM EXPRESS is an 8-port, full-duplex, gigabit Fibre Channel switch in the
SilkWorm(TM) Switch Family offered by Brocade Communications Systems, Inc.
(BROCADE (R)). This low-cost, high-performance switch ideally suits applications
requiring fewer ports while delivering full SilkWorm Family benefits including:
- Scalability for expanding a network's initial size and capability
- Resiliency to resolve faults immediately, isolating down time to the
faulty connection/device
- Connectivity that increases aggregate bandwidth instead of degrading port
performance Configuration flexibility for attaching devices, arbitrated
loops, and switches
- Management that is completely automatic and transparent, minimizing
administration
The SilkWorm Express switch houses four interface modules (a selection of G-PORT
OPTIONS OR FL-PORT OPTIONS). Each of the two ports on a module supports mixed
industry media. The GBICs (Gigabit Interface Converters) plug in from the front
of the switch. Each port operates independently at I-gigabit-per-second
(Gb/sec), full-duplex data rate.
A SilkWorm Express switch connects servers and storage devices to create an
entry-level Server-Storage Area Network (SAN). The SAN coexists with and
complements an existing LAN/WAN communications infrastructure.
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STATE-OF-THE-ART SWITCHING FOR THE SAN
BROCADE switches fully comply with the Fibre Channel ANSI Standards, as well as
provide exclusive leadership hardware design including:
- In-order delivery of data frames--guarantees that frames are delivered
to a destination in the same order as received by the switch from the
originator
- Cut-through frame hardware routing--sends a frame without waiting for
the end of the frame or for a response back from its destination, improving
bandwidth utilization and minimizing transmission delays
- Cascading--enables a switch to connect to as many other BROCADE switches
as there are available ports, enabling a maximum of 32 switches for
thousands of connections and long distances by placing switches at intervals
- Flexible switch buffering--stores a data frame for only as long as is
absolutely necessary, moving data faster through the switch
- Path selection--automatically identifies a failure and immediately
reroutes data onto alternate pathing, creating a highly resilient network
- Registered state change notification--dynamic detection of changes in
configuration and port status
CONFIGURATION VERSATILITY
The customer predetermines the configuration of interface options and media to
be installed at the factory:
- G-PORT OPTION--automatically detects the connection's operating mode to
either a device (F-port mode) or another BROCADE switch (E-port mode)
- FL-PORT OPTION--connects both Fibre Channel Arbitrated Public and
Private Loops (i.e., legacy environments), providing their devices
full-citizenship status in the SAN
SCALABILITY AS NEEDED
The SAN grows by adding an additional SilkWorm Family switch and will:
- Seamlessly incorporate more BROCADE switches into the network
- Increase in aggregate bandwidth as connectivity increases
- Network services automatically expand without additional system resources
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FL-PORT OPTION
AN INTERFACE FOR FIBRE CHANNEL CONNECTIONS
TO SILKWORM(TM) FAMILY SWITCHES
[GRAPHIC]
The FL-PORT OPTION, offered by Brocade Communications Systems, Inc.
(Brocade(R)), is an interface module used for connecting either Public or
Private Fibre Channel Arbitrated Loops (loops) to a SilkWorm Family switch. The
module provides two FL Ports, each port operating independently at
I-gigabit-per-second (Gb/sec) data rate, with full-duplex communication. Two
GBICs (Gigabit Interface Converters) are plugged into the module and are
accessible from the front panel of the switch. The form factor of the FL-PORT
OPTION is the same as the Brocade G-Port Option. The latter is used to connect
servers and storage devices to the network.
BOTH PUBLIC AND PRIVATE LOOP SUPPORT
A unique feature of Brocade's FL-PORT OPTION is that any device connected to the
Server-Storage Area Network (SAN) may communicate with a Fibre Channel disk or
other type of device on either Public or Private Loops:
- In Public Loop operation--all loop devices are available to all other
network-connected devices and loop devices in the SAN. The loop devices
behave the same as devices attached directly to the SAN.
- In Private Loop (legacy) operation--Brocade's translative mode allows up
to 32 devices connected to the SAN to appear as phantom devices on a Private
Loop.
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FULL NETWORK SUPPORT TO LOOP DEVICES
The interface module acts as a bridge-to-the-world for loop devices, allowing
full citizen status in the Brocade Fibre Channel Fabric--the intelligent
interconnection scheme created by the switch. Loop devices realize the same
network benefits as a device connected directly to a switch, because the module
manages loop communication with the Brocade Fabric.
IMPROVED LOOP BANDWIDTH UTILIZATION
The module makes best use of a loop tenancy, which begins when a port gains
control of the loop and opens another port to send and/or receive frames, and
ends when a port gives up control of the loop. The FL_Port's
intelligent-transmit buffer collects data frames for optional transmission.
Collected frames delivered in a single loop tenancy reduce overhead from loop
arbitration, thus using loop bandwidth more efficiently. Collected frames are
delivered based on certain criteria, such as when:
- a specific number of frames have been accumulated,
- the end of a sequence has been detected,
- or after a specific time period has elapsed.
SIMPLE NETWORK MANAGEMENT
Brocade, in partnership with such companies as Sun Microsystems, Hewlett
Packard, and Seagate Technology, led in the creation of the industry-standard
Fibre Channel Fabric Loop-Attachment technical report (profile). In addition to
full Fibre Channel switching capability and normal Fibre Channel Fabric
operation, Brocade extends to loops its commitment of providing value-added
software and services available for the SAN.
[GRAPHIC]
<PAGE> 86
G-PORT OPTION
AN INTERFACE FOR FIBRE CHANNEL CONNECTIONS
TO SILKWORM(TM) FAMILY SWITCHES
The G-PORT OPTION, offered by Brocade Communications Systems, Inc. (Brocade(R)),
is an interface module used for connecting nodes to a SilkWorm Family switch.
The module provides two G_Ports, each port operating independently at
I-gigabit-per-second (Gb/sec) data rate, with full-duplex communication. The
module provides point-to-point connections between the switch and devices, such
as a server or storage, or to other Brocade switches.
The two GBICs (Gigabit Interface Converters) support a choice of
industry-standard media. The GBICs are accessible from the front panel of the
switch. A Public or Private Fibre Channel Arbitrated Loop can also connect to
the network (see the Brocade FL-Port Option data sheet).
VERSATILE CONNECTIVITY
The module operates in two Fibre Channel modes:
- E-port mode for connecting the switch with another Brocade switch
- F-port mode for connecting a storage device or server to the network
A port has an auto-sensing capability that determines its mode transparently.
The module's ports can be operating in different modes.
[GRAPHIC]
MEDIA FLEXIBILITY
The configuration of G-PORT OPTIONS and FL-PORT OPTIONS is predetermined by the
customer and installed in the switch at the factory. Each port can support a
different type of media module. The GBICs plug into an interface module without
powering down the unit, making it easy to swap or replace media modules. The
SilkWorm Switch Family supports short- and long-wave-length laser optical fiber
and copper media. Connection distances vary depending on the type of industry
GBIC selected.
TRANSPARENT CONFIGURATION AND RECONFIGURATION
Upon initialization of the network, a port automatically identifies information
about its connections. The information determines the mode of operation. The
module then reports the port mode to the local Brocade switch. Reconfiguration
is automatic--addition of or change in connections is automatically and
transparently recorded in every switch, a key element in making the network
resilient.
TRAFFIC MANAGEMENT
In the E-port mode, traffic congestion within the network is managed on the
Inter-Switch Link (ISL) via virtual channels. Establishing parallel links
between switches creates alternate pathing to increase network resiliency.
An ISL has up to eight virtual channels with four priority levels. The virtual
channels can be configured to logically separate:
- Interswitch and node-related traffic
- Multicast and unicast traffic
- Class-2 and -3 service-related traffic
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<PAGE> 87
BROCADE(R) WEB TOOLS
MANAGEMENT OF A SAN VIA THE
INTERNET OR INTRANET
MAJOR BENEFITS
- Dynamic remote management
- Control at all levels--at the Fabric, switch, and port viewpoints
- Graphical user interface (GUI)--for quick and intuitive management
- One-stop administration--for routine management functions
- Access to all switches--by simple point-and-click
- "Expert Administrator"--displays appear automatically with suggested actions
- Simple setup--accessible via familiar in-band and out-of-band interfaces
[GRAPHIC]
BROCADE WEB TOOLS, optional software offered by Brocade Communications Systems,
Inc. (BROCADE(R)), helps to remotely manage a Server-Storage Area Network (SAN)
of SilkWorm(TM) Family switches via the Internet or Intranet. The IT
(Information Technology) administrator logs onto a switch from a host with a
Java-based Web browser. From that switch, the administrator dynamically
interacts with any switch in the SAN to monitor its status and performance.
Information is available to assist the administrator in making decisions about
the overall topology (for example, increasing bandwidth on a path saturated with
data). The Administrative Interface and the Telnet session provide the means to
make administrative changes to the switches/network, with security enforced by
user name and encrypted password.
ESSENTIAL CAPABILITIES YET A SIMPLE GUI
BROCADE WEB TOOLS comprise seven screens. Five provide tools for managing:
- Fabric (SAN) View--depicts the number of switches in the network and
confirms worldwide names, domain IDs, and switch names, if applicable
- Fabric Topology View--depicts the physical configuration, including
active domains and paths, and routing information (for example, hop
counts--the number of switches that handle a data frame from its
origination through its destination)
- General Switch View--displays information about the endosure, gives
general switch information, and includes GUI buttons for quick access to
the Administrative Interface, a Telnet session, and the Performance View
- Performance View--graphically portrays real-time data throughput for
each port and displays switch bandwidth utilization
- Port Detail View--displays statistics, general information, and status
for all ports
Two of the seven screens provide secured interfaces for taking administrative
action:
- Administrative Interface--for performing routine functions, such as
upgrading firmware versions or reconfiguring a switch
- Telnet Interface--to use BROCADE's superset of Telnet commands
(configuration, diagnostics, displaying, and routing) for switch
diagnostics, troubleshooting, and management
<PAGE> 88
BROCADE(R) ZONING
A SERVICE FOR EXTRA CONTROL OF THE SAN
MAJOR BENEFITS
- Increased environmental security applied where and when needed
- Optimization of Information Technology (IT) resources in response to
user demand and changing user profiles
- Versatility to customize environments
- Flexibility to manage a Server-Storage Area Network (SAN) to meet the
objectives of different closed-user groups
[GRAPHIC]
Brocade Communications Systems, Inc. (BROCADE(R)) provides advanced management
for the SAN with its introduction of BROCADE ZONING. This optional licensed
software allows finer segmentation of SANs.
One or more BROCADE switches create the BROCADE Fibre Channel Fabric. This
intelligent infrastructure is the backbone for deploying and managing enterprise
resources in a network. Using BROCADE ZONING, Fabric-connected devices are
arranged into logical groups over the physical configuration of the Fabric.
ZONING is one of the BROCADE Fabric services that provide management for the SAN
both automatically and transparently.
INCREASED CONTROL OF A SAN
The BROCADE Fabric provides fast, reliable, seamless information access within
the SAN for anyone, anywhere, at anytime. ZONING allows an administrator to
create segmentation--or zones--within a Fabric, comprised of selected storage,
servers, or even workstations. It also enforces access of information to only
the devices in the defined zone.
Zones may be configured dynamically. The number of zones and zone membership are
effectively unlimited. Zones vary in size and shape, depending on the number of
Fabric-connected devices included and device locations. Devices may be members
of more than one zone. In addition, temporary zones can be created, as an
example, for enterprise backup.
Zone members "see" only members in their zones and, therefore, access only one
another. A device not included in any zone is not available to the devices in
the zones.
THE SIMPLICITY OF BROCADE ZONING
BROCADE ZONING involves:
- Zone Specification--a set of Telnet commands are used to create, delete,
and display zones, to add or remove zone members, and to configure a set
of zones.
- Zone Enforcement--the BROCADE Fabric automatically and transparently
restricts access to only the devices that are members of the defined
zone(s).
- Zone Management--the administrator creates and controls the zones.
CUSTOMIZATION OF THE SAN
Uses for BROCADE ZONING include:
Integrated support for heterogeneous environments--by isolating systems that
have different operating environments or uses Creating functional areas in the
Fabric--for example, by separating test or maintenance areas from production
areas Designating closed user groups--by including certain devices in a zone for
exclusive use by zone members Simplifying resource utilization--for instance, by
consolidating equipment logically for IT convenience Facilitating time-sensitive
functions--for example, by creating a temporary zone used to back up a set of
devices that are members of other zones Securing Fabric areas--by providing
another level of software-managed security to control access
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SCHEDULE I TO AGREEMENT NUMBER BRO-001
END USER LICENSE AGREEMENT