OEM Purchase Agreement - Hewlett-Packard Co. and Brocade Communications Systems Inc.
OEM PURCHASE AGREEMENT
by and between
HEWLETT-PACKARD COMPANY
and
BROCADE COMMUNICATIONS SYSTEMS, INC.
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OEM PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into between
HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP") and BROCADE
COMMUNICATIONS SYSTEMS, INC., a Delaware corporation, having its
principal place of business at 1745 Technology Drive, San Jose,
California 95110, and Brocade Communications Switzerland SarL., a
corporation organized under the laws of Geneva, and having its
principal place of business at 29 Route de l'Aeroport, Case Postale
105, CH-1215, Geneva 15, Switzerland, (collectively "Supplier")
("Supplier"), effective as of December 16, 2002, (the "Effective
Date"). The parties hereby agree as follows:
1. SCOPE OF AGREEMENT
1.1 General. This Agreement specifies the terms and conditions
under which Supplier will sell, license, and support the OEM
Products listed in Exhibit (A) to this Agreement. The OEM
Products are regarded as "Original Equipment Manufacturer"
products that will either be sold separately or incorporated
into HP Products for resale worldwide under HP's private label
or [*] under Supplier's label, as set forth herein. The OEM
Products and the HP Products will be marketed, serviced, and
supported by HP's field organization and channel partners,
subject to the marketing, service, and support obligations of
Supplier pursuant to this Agreement.
1.2 Eligible Purchasers. This Agreement enables HP [*] to purchase
OEM Products from Supplier under the terms of this Agreement
or any subsequent Product Addendum. The terms and conditions
of this Agreement will control and take precedence over any
conflicting terms in a Product Addendum unless a subsequently
executed OEM Product addendum specifically refers to and
amends a term of this Agreement.
1.3 Term Of Agreement. This Agreement will commence as of the
Effective Date and continue for a two-year period (the
"Term"), unless terminated earlier under the terms of this
Agreement. [*] This Agreement may be terminated at the end of
the initial Term or at the end of any subsequent renewal
period if one party provides the other at least [*] prior
written notice of its intent to terminate.
1.4 [*] Volume. [*] in this Agreement [*] HP to purchase any [*]
quantity of OEM Products. This Agreement sets forth the terms
and conditions during the Term which govern Orders and
acknowledgments for OEM Products. Any Order or acknowledgment
or other legally binding volume commitment for Product which
is entered during the Term will remain governed by this
Agreement notwithstanding expiration or termination of this
Agreement for any reason. Unless otherwise agreed, if HP
fails, for any reason or no reason, to purchase committed
volume, Supplier's sole and exclusive remedy will be to [*],
except that HP will have [*] within which to purchase Product
at the then current volume
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rate and pricing then in effect. In no event will HP be liable
for [*]; provided that Supplier may invoice HP Supplier's
customary [*] if HP fails to comply with Section 3.9; and
provided further that HP will remain obligated to pay amounts
due and owing under Sections 4.2 and 4.3.
2. DEFINITIONS
The following capitalized terms will have these meanings throughout
this Agreement:
2.1 "Days" means business days.
2.2 "Delivery Date" means the date specified in an Order for the
delivery of OEM Products by Supplier to the destination
required under the Order.
2.3 "Documentation" means the user and technical manuals and other
documentation that Supplier will make available with the OEM
Products.
2.4 [*]
2.5 "E-Room" means that secure, password-protected web application
accessible by Supplier and HP that indicates all transaction
activity of OEM Products between Supplier and HP under this
Agreement.
2.6 "Failure" means an instance where the OEM Product does not
conform to specifications in Exhibit (A) or contains a defect
in workmanship, materials, or design that prevents the OEM
Product from fully performing as set forth in Exhibit (A).
2.7 "Forecast" means HP's estimate, submitted to Supplier in
writing, of its stocking requirements for OEM Products
(including, without limitation, Parts) over a six-month period
or such other period designated by the parties.
2.8 [*] OEM Product unit(s) is confirmed upon HP's publication to
the E-Room of an SAP 411 movement-type transaction indicating
such unit conversion.
2.9 "HP Products" means those products or systems that will
incorporate or be distributed in conjunction with the OEM
Products and that will be marketed and sold to end-user
customers by HP and its distributors.
2.10 "HP Property" means all property, including without
limitation, models, tools, equipment, copies of designs and
documentation and other materials that may be furnished to
Supplier by HP or on HP's behalf or separately paid for by HP
for
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use by Supplier in connection with this Agreement.
2.11 "Intellectual Property Rights" means all rights in patents,
copyrights, moral rights, trade secrets, mask works, Marks,
and other similar rights.
2.12 "Lead Time" means the time between the date an Order is
received by Supplier and the [*].
2.13 "Marks" means the trademarks, service marks, trademark and
service mark applications, trade dress, trade names, logos,
insignia, symbols, designs, or other marks identifying a party
or its products.
2.14 "Noncomplying Product" means any OEM Product received by HP
that does not comply with the Specifications as set forth in
Exhibit (A) or does not otherwise comply with the requirements
of an Order as set forth in Section 3.1 herein, and the
provisions of this Agreement. Noncomplying Products include,
without limitation, dead-on-arrival products.
2.15 "OEM Products" means the products listed in Exhibit (A), all
related Documentation, Software licenses and media, Parts, and
other deliverables provided pursuant to this Agreement.
2.16 "Orders" means a written or electronic purchase order or
release issued by HP to Supplier for purchase of the OEM
Products.
2.17 "Parts" means the replacement parts (FRUs), components,
consumables, or other products that are to be supplied under
this Agreement or that may be supplied in conjunction with or
as additions to the OEM Products.
2.18 "Product Addendum" means an addendum to this Agreement entered
into between Supplier and an Eligible Purchaser naming
additional OEM Products and product specific requirements in
addition to those requirements specified in this Agreement.
2.19 "Shipment Date" means the date confirmed by Supplier to HP
regarding a particular Order for the shipment of OEM Products
by Supplier to the destination required under the Order.
2.20 [*] means those [*] as listed in Exhibit (B) to which Supplier
shall deliver OEM Products as ordered by HP under this
Agreement and more particularly in Exhibit (J) attached
hereto.
2.21 "Software" means any software or firmware included, bundled,
or licensed in
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conjunction with the OEM Products, as listed in Exhibit (A).
The Software described herein is licensed and not sold.
2.22 "Specifications" means the technical and functional
requirements for the OEM Products as specified or referenced
in Exhibit (A) or as agreed to in writing by the parties.
2.23 "[*] Level" means the actual [*] [*] level to be maintained at
each designated [*] for a given planning period which shall be
[*] to the then-current [*] , subject to the limitation in
Section 3.5 below.
2.24 [*].
2.25 "Subsidiary" means an entity controlled by or under common
control with a party to this Agreement, through ownership or
control of more than 50% of the voting power of the shares or
other means of ownership or control, provided that such
control continues to exist.
2.26 "Support" means ongoing maintenance and technical support for
the OEM Products provided by Supplier to HP as more fully
described in Exhibit (D).
2.27 "Technical Information" means Supplier's information and
technology necessary to support OEM Products and to exercise
any other rights provided under this Agreement, specifically
including, without limitation, Supplier's [*] technology
deemed necessary by HP to support OEM Products and to exercise
any rights provided under this Agreement, including, but not
limited to: (i) specifications, software, schematics, designs,
drawings or other materials pertinent to the most current
revision level of manufacturing of the OEM Products; (ii)
copies of all inspection, [*] procedures and any other work
processes; (iii) supplier history files; (iv) support
documentation; and (v) any additional technical information or
materials listed in this Agreement.
2.28 "Technical Materials" means any production software [*] of OEM
Products.
3. ORDER, SHIPMENT, AND INVENTORY OF OEM PRODUCTS
3.1 Orders. Each delivery of OEM Products to [*] will be initiated
by [*] [*] [*] Order issued to Supplier by HP. Each Order will
include: (i) unit quantity; (ii) shipping destination; (iii)
Delivery Date; and (iv) other instructions or requirements
pertinent to the Order. HP may schedule regular intervals for
deliveries by an appropriate Order setting forth the
intervals. To the extent of any inconsistency between the
terms of an Order and the terms of this Agreement, the
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terms specified in this Agreement will control and take
precedence. Any additional terms contained in Orders or
Supplier's Order acknowledgements shall not be binding unless
accepted by the other party in writing. At the end of each
month, Supplier will [*] [*] of OEM Products [*] [*] . HP's
world-wide and site management teams shall participate in
periodic [*] management meetings with Supplier to discuss [*]
acceptable [*] and [*] on hand. HP and Supplier shall make [*]
efforts to implement a system that provides on line inventory
[*] visibility, and engage [*] . Supplier shall implement a
buffer stock of [*] of FGI based on HP's forecast ("Buffer
Stock"). In the event that HP draws upon the Buffer Stock
faster than forecasted, replenishment of the Buffer Stock
shall be subject to a minimum lead time of [*].
3.2 Order Acknowledgment. An Order will be deemed to have been
placed as of the date of receipt of the Order by Supplier.
Supplier will promptly confirm the receipt of an Order either
electronically or by facsimile transmission within Forecasts
and Lead Time requirements of this Agreement either
electronically or by facsimile to HP within [*]. For Orders
exceeding Forecast, Supplier will have [*] in which to reject
the Order with respect to the excess. If an HP Order exceeds
the Forecast or shortens the Lead Time, Supplier will use its
[*] efforts to fill such excess or accommodate such shorter
Lead Time.
3.3 Emergency Orders. If HP deems it necessary, HP may order OEM
Products by facsimile on an emergency basis ("Emergency
Order") subject to the availability of such OEM Products in
Supplier's inventory. Supplier will use its [*] efforts to
ship the Emergency Order to HP's designated Eligible
Purchaser(s) [*] upon receipt of such Emergency Order by
Supplier. Subject to HP's approval, HP will pay [*] related to
such Emergency Orders.
3.4 Forecasts. HP will provide a [*] rolling Forecast monthly of
its projected Orders [*] [*] , to be provided to Supplier
between the eleventh and fifteenth day of the month preceding
the month applicable to such Forecast. Any quantities listed
in any Forecast or other correspondence between the parties
are [*]. HP may [*] revise any such Forecasts, provided that
such revisions occur at least [*] prior to the projected Order
Shipment Date.
3.5 Lead Time. Lead Time for each OEM Product within the
then-current Forecast unit volume will be no more than [*]
without prior written consent from HP. Lead Time for FRU
products within the then-current Forecast unit volume from
Supplier to the designated HP global service support
organization will be no more than [*] . Notwithstanding the
foregoing, Lead Time specifically and only for OEM Product
units ordered by HP under [*] order will be no more than [*]
as measured from the date of shipment.
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3.6 [*]. Pursuant to the terms and conditions of the Agreement,
Supplier will maintain [*] the obligation [*] [*]. HP's
payment obligation and transfer of title to HP for such OEM
Products shall occur [*] [*] of such OEM Product units [*] .
Under the terms and conditions set forth in Exhibit (J) of the
Agreement, Supplier will [*] [*] HP's Order requirements as
defined by the most current HP forecast. Supplier will [*] [*]
to support the flexibility plan outlined in order changes. If
[*], Supplier will use [*] efforts to [*] Additionally,
Supplier will [*] to maintain the then-current required
Stocking Level of inventory for each [*]. Supplier will ship
ordered OEM Products to HP-designated [*]; however, HP may
request [*] changes [*].
3.7 [*] Level Requirements. Supplier shall deliver the
then-current [*] Level volumes to the [*] locations as [*]
specified in the [*] which shall apply ([*] as specified in
advance by HP). Supplier may make [*] shipments of OEM
Products or ship [*] units to the [*].
3.8 Product Supply Assurance. Supplier agrees that, during the
Term of the Agreement and specifically in the event of any
allocated OEM Product status initiated or experienced by
Supplier, Supplier will [*] give all HP Orders no less order
fulfillment and shipping [*] than that given to Supplier's [*]
with [*] volumes of OEM Products, with such allocation to be
made on a [*] between HP and Supplier's other [*].
3.9 [*] Inventory
(a) In the event any OEM Product unit(s) shall [*] [*] for
greater than [*], then, upon [*] notification from [*] of [*]
request to [*] will, within [*] [*] receipt of [*] notice,
elect to either [*] [*] of such units [*] [*] , or [*] at [*])
of the units from the [*] [*].
(b) In the event [*] does not confirm its intent to [*] such
units within [*] of receipt of [*] notice, such units shall be
deemed [*] [*] [*].
(c) [*] of OEM Product units [*] [*] from the [*] under this
Section shall be at [*] [*].
3.9 Order Changes. HP may, [*] any Order within Forecast, subject
to the following Order increase limitations: [*] permissible
[*] increase in Forecast; [*] permissible [*] increase in
Forecast; and [*] permissible [*] increase in Forecast. In the
event HP increases any Order, Supplier will use [*] efforts to
fulfill such Order for the Delivery Date requested by HP.
3.10 Shipment Requirements. Supplier will give HP [*] notice if it
[*] or [*] that it will
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not meet a Delivery Date or that only a portion of the OEM
Products will be available for shipment to meet a Delivery
Date. For partial shipments, Supplier will ship the available
OEM Products unless directed by HP to reschedule shipment. If
Supplier ships any OEM Product by a method other than as
specified in the corresponding Order, [*] will [*] in the [*]
of freight. Upon [*] by the parties, [*] may utilize [*]
options to any HP-designated delivery destination in the same
manner as delivered [*] unless otherwise [*] by the parties.
If HP designates a [*] location outside the country in which
the Order is placed, [*] agrees to pay [*] associated with the
shipment.
3.11 Meeting Delivery Dates. If due to Supplier's failure to make a
timely shipment, the specified method of transportation would
not permit Supplier to meet the Delivery Date, the OEM
Products affected will be shipped by air transportation or
other expedient means [*]. [*] will [*] for any resulting [*]
in the freight cost [*] that which [*] would have been
required [*] by the specified method of transportation.
3.12 Title And Risk Of Loss. Title to OEM Product hardware and
media ordered under this Agreement and risk of loss or damage
for each OEM Product unit will pass from [*] upon [*] of such
unit(s) [*] the designated [*] or upon [*] of product [*] , as
more fully described in Exhibit (J) attached hereto.
3.13 Packing List. Each delivery of OEM Products to HP must include
a packing list that contains at least:
(a) The Order number and the HP part number;
(b) The quantity of OEM Products or Parts shipped; and,
(c) The date of shipment.
3.14 Packaging. Supplier must preserve, package, handle, and pack
all OEM Products as specified in Exhibit (A-3).
3.15 Responsibility For Damage. [*] will be liable for any loss or
damage due to its failure to properly preserve, package,
handle, or pack OEM Products in accordance with Exhibit (A).
In order to assert a claim against Supplier under the
provisions of this Section 3.17, HP will not be required to
first assert any claims for such loss or damage against the
common carrier involved. Further, HP will not be liable for
any loss or damage due to a release of chemicals or other
hazardous materials to the environment prior to Supplier's
release of the corresponding OEM Product to the designated
carrier.
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4. PRICES AND PAYMENT TERMS
4.1 OEM Product Pricing and Discounts. Supplier's prices for the
OEM Products and Parts are listed in Exhibit (C), payable in
U.S. currency unless otherwise agreed, and may not be [*]
without [*] consent. All OEM Products (including Parts and
Software) under this Agreement shall be subject to [*]
adjustment, to be agreed between the parties as follows, and
[*] [*]) [*] for the duration of the Term(s) of this
Agreement. Supplier and HP agree to initiate in [*] pricing
discussions beginning upon the [*] of the the-current [*] for
pricing for each such successive [*] . In general, the [*] [*]
[*]. The [*] will be [*] determined by [*] and determined in
good faith based upon [*], [*], and other relevant factors to
the business model.
4.2 Changed Prices. Subject to the terms and conditions of Section
4.5 below, if during the Term and any extensions thereof, [*]
or [*] are put in effect by mutual agreement of HP and
Supplier, or reduced prices or price formulas are otherwise
put in effect by Supplier, then [*] or [*] (if resulting in
[*] than the then [*]) [*] to all Orders accepted by Supplier
after the [*] of such [*] or [*] and to all [*] Orders.
4.3 Payment Procedure. Payment for OEM Products will be net [*]
after [*] of each OEM Product unit(s) [*] [*]. No invoice may
be dated earlier than date of Delivery. Any [*] will be
calculated from the same date. Payment will be in U.S.
currency unless otherwise stated. [*] will not be liable for
any [*] related to or [*] for unordered or Noncomplying
Products provided that [*] does not [*] such unordered or
Noncomplying Product(s).
4.4 Offset. With respect to any payment, reimbursement or other
amount owed by Supplier to HP under this Agreement, [*] may
[*] any such amount [*] against any amount then [*] or to be
[*] (including amounts to be [*] under future invoices) by [*]
to [*] under this Agreement or any other agreement.
4.5 [*] Warranty. If during the Term or any extensions thereof,
Supplier provides a [*] or [*] to [*] with [*] terms and
conditions and [*] volumes of OEM Products or newer OEM
Products as set forth in Section 10.3 herein (with such [*]
volumes as measured over Supplier's most recent [*]), then
Supplier agrees to offer such [*] or [*] [*] to the third
party. Supplier agrees to fulfill its obligations in this
Section in good faith and further agrees that it will not
create any [*] or other conditions that serve to deny [*] the
[*] of its [*]. In addition, [*] may [*] any amounts due under
this Agreement against future invoices.
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4.6 Sales Taxes And Duties. Prices are [*] of all taxes or duties
imposed after [*] of the respective OEM Product units (other
than taxes levied on [*] income) that [*] may be required to
collect or pay upon shipment of the OEM Products. [*] shall be
responsible for all such taxes or duties imposed on OEM
Products before[*]. Any taxes or duties applicable to [*]
under this Section 4.5 must appear as a separate item on
Supplier's invoice. HP agrees to [*] such taxes or duties
unless HP is [*] from such taxes or duties. Where applicable,
HP will provide Supplier with an exemption resale certificate
or other proof of exemption. In the event that Supplier is
later assessed by any taxing authority taxes, which are the
legal obligation of HP, HP will [*] [*] Supplier for such
taxes or duties [*] by Supplier. This clause shall survive the
termination of the Agreement.
5. NONCOMPLYING PRODUCTS
5.1 Repair Or Replacement. HP's acceptance of each OEM Product
unit shall occur upon [*] of such unit(s) unless HP notifies
Supplier in writing sent by mail, facsimile, or other
electronic means within [*] after [*] that such OEM Product
unit is a Noncomplying Product. Supplier shall [*] or [*] (at
[*]) each such Noncomplying Product pursuant to the warranty
provisions under Article (9) herein. HP may [*], subject to
the provisions of Article (18) below, to return a Noncomplying
Product for replacement or repair at [*]. Determination of
whether to repair or replace such Noncomplying Products will
be at Supplier's sole option. Additionally, HP may return for
repair or replacement an entire lot of OEM Products if a
tested sample (consisting of not less than [*]) of that lot
contains greater than [*] Noncomplying Products. In the event
of an overshipment, HP may elect to keep the additional units,
subject to the payment procedures in Section 4.3.
5.2 Replacement and Repair Period. Supplier will return the
replacement or repaired OEM Products as soon as possible but
in no event later than [*] after receipt of the Noncomplying
Product from HP. Supplier's opportunity to cure any failure to
meet such deadline, pursuant to Article (18) below, will apply
to only [*] such breaches per [*] during the Term.
6. RETURN OF PRODUCTS
6.1 Return Materials Authorization. All OEM Products returned by
HP to Supplier must be accompanied by a Return Materials
Authorization ("RMA"). Supplier will issue an RMA for OEM
Products for which HP has verified Failure within
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[*] of HP's request.
6.2 Return Charges. All Noncomplying Products returned by HP to
Supplier within the respective warranty period for each OEM
Product, and all replacement or repaired OEM Products shipped
by Supplier to HP to replace Noncomplying Products will be at
[*], including [*] ([*] for replacement or repaired OEM
Products).
6.3 Duty To Remove Marks Or Destroy Noncomplying Products.
Supplier agrees not to sell, transfer, distribute, or
otherwise convey any part, component, product, or service
bearing or incorporating HP Marks, part numbers, or other
identifiers, including any HP packaging, copyrights, or code
(that are human-readable and physically appear thereon) to any
party other than to Eligible Purchasers. Supplier will remove
from all rejected, returned, or unpurchased OEM Products any
such HP Marks or identifiers, even if such removal would
require destruction of the OEM Products. Supplier further
agrees not to represent that such OEM Products that are
Noncomplying Products are built for HP or to HP
specifications. Supplier will [*] [*] [*], or [*] [*] as a
result of Supplier's breach of its obligations under this
Section 6.3.
7. ENGINEERING PROCESS OR DESIGN CHANGES
7.1 Supplier Proposed Changes. Supplier will not, [*] (which such
consent shall not be unreasonably withheld), make or
incorporate in OEM Products any of the following changes
(collectively, "Engineering Changes"):
(1) Process or design changes affecting form, fit, or
function;
(2) [*], or;
(3) Process step discontinuances affecting: (a) the
electrical performance, mechanical form, fit, or
function, or software compatibility that affects
form, fit, or function; and (b) the environmental
compatibility or chemical characteristics, or the [*]
of OEM Products.
7.2 Notice Of Proposed Change. Supplier will give HP notice of any
proposed Engineering Change, and will provide evaluation
samples and other appropriate information as specified by HP
at least [*] prior to the first scheduled release of any OEM
products involving a
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change to the respective firmware that would affect OEM
Product form, fit, or function, and at least [*] prior to the
first proposed shipment of any OEM Products involving any
other Engineering Change. Regardless of whether HP approves a
proposed Engineering Change, Lead Time will not be changed
except as provided in Section 3.4 above.
7.3 Request for Enhancement. HP proposed changes and enhancement
requests will be reviewed, as appropriate, by the [*] teams of
Supplier. Where [*] and [*] by HP and Supplier, such changes
will be implemented in the [*] or as otherwise specifically
agreed.
7.4 HP Proposed Changes. HP may change HP-supplied drawings,
designs, [*] [*] prior to [*] of corresponding released OEM
Products. Any such change will be phased in upon a date and
upon terms [*]. If any such change [*] affects the prices or
delivery schedules of OEM Products, [*] [*] [*] will be made
provided that Supplier makes a [*] claim for an adjustment
within [*] from the date HP gives notice to Supplier of the
change and HP agrees [*] to the adjustment.
7.5 Option To Terminate. If the parties are [*], acting reasonably
and in good faith, upon an adjustment pursuant to Section 7.3
above, [*] may without any liability terminate this Agreement
as to any OEM Products affected, subject to the terms and
conditions of Article (24) herein.
7.6 Safety Standard Changes. Supplier will [*] give notice to HP
if any upgrade, substitution, or other change to an OEM
Product is required to make that product meet applicable
safety standards or other governmental statutes, rules,
orders, or regulations, even those that are not defined as
Engineering Changes in Section 7.1 above. All affected OEM
Products [*], [*], either be [*] for upgrade to current
revisions or upgraded by Supplier [*] pursuant to the
procedures outlined in Section 10.4 below. If an OEM Product
meets applicable safety standards and other governmental
requirements at the time of manufacture, HP and Supplier will
[*] of any subsequent upgrade, substitution, or other required
change required in an [*] based on good faith discussions
between the parties. If such discussions render no [*]
solution, the parties may either mutually agree to escalate
the matter to their respective vice presidents or general
managers, as applicable, or in the alternative, [*].
7.7 Technical Cooperation. Subject to the confidentiality
provisions in Article (21) below, during the term of the
Agreement, the parties will discuss architecture and explore
the possibilities for technically integrating Supplier and HP
products. Each party will designate a technical representative
to lead these discussions as well as to address other
technical issues relating to the product enhancements and
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co-marketing alliance. Supplier agrees to share and review
with HP engineers the following for current and future
products (which such information shall not be unreasonably
withheld or delayed):
(a) [*];
(b) [*] information necessary for HP [*] efficiently;
(c) [*] information necessary for HP [*] problems;
(d) [*] issues and resolution for such items, and;
(e) New product features and quarterly roadmap.
8. QUALITY
8.1 Quality Programs. Supplier agrees to maintain [*] quality
program for all OEM Products. Supplier's program will be in
accordance with the current version of [*], and if applicable,
any additional or substitute quality requirements agreed to by
the parties in writing. Supplier will, upon HP's request,
provide to HP copies of[*].
8.2 HP's Right To Inspect. Supplier grants HP the right to inspect
(upon reasonable notice and during normal business hours) [*],
the OEM Products and all associated [*]. [*] may be inspected
at any time during the Term or any extensions thereof. HP's
inspection may be for any reason [*] related to this
Agreement, including to assure Supplier's compliance with HP's
requirements. HP's right of inspection will apply as well[*].
Supplier will inform [*] of HP's right to inspect, and, if
necessary, use all reasonable efforts to secure such rights
for HP.
9. WARRANTIES
9.1 Product Warranties. Supplier represents and warrants to HP
that, for a period of [*] months from the date of [*] for each
hardware OEM Product unit (excluding SFP's) and [*] for each
Software and [*] OEM Product, that all OEM Products under this
Agreement will:
(1) Be manufactured, processed, and assembled by Supplier
or by companies under Supplier's direction;
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(2) Conform to the then-current Specifications and other
criteria referred to in this Agreement or agreed to
by the parties in writing;
(3) Be new, except as otherwise provided by the parties;
(4) Conform strictly to the requirements of all Orders as
set forth under the terms and conditions of this
Agreement;
(5) Be free from defects in design, material, and
workmanship;
(6) [*].
9.2 OEM Product [*] Warranties. Supplier represents and warrants
with regard to all OEM Products (including Software and
Documentation to the extent included with, licensed, or
distributed in conjunction with OEM Products) that, subject to
the terms and conditions of Article (15) herein, not to
Supplier's reasonable knowledge, violate or infringe any third
party Intellectual Property Rights and Supplier warrants that
it is not aware of any facts upon which such claim could be
made. If Supplier learns of any claim or any facts upon which
claim could be made, it will promptly notify HP of such
information.
Notwithstanding the foregoing, a breach of this Section 9.2 in
no way constitutes a material breach of the Agreement. If
Supplier breaches this intellectual property warranty, HP may
immediately [*] and may immediately cancel any unfilled
accepted Orders without liability, such remedies being in
addition to any other remedies provided by this Agreement, or
otherwise available to HP under law or equity, subject to the
limitation of liability in Article (23) below. If a U.S.
District Court or any court worldwide adjudges that Product,
or any item or part thereof, infringes any United States
Patent or any patent worldwide, irrespective of whether
further right of appeal lies available to Supplier, or if
Product or use is enjoined at any stage of the proceedings,
any unfilled Accepted Orders [*] without liability for HP.
Supplier will have responsibility and is obligated for a
breach of the foregoing warranty to the extent that any
Product is used in an infringing system and the Product does
not have a substantially non-infringing use.
9.3 Warranty Periods. All warranties set forth in Sections 9.1 and
9.2 above will [*] payment by HP. The warranties set forth in
Sections 9.1(2) and 9.1(5) are effective upon Delivery, are
continuing, and will remain in effect for the longer of
Supplier's normal warranty period or as stated in Exhibit (H)
following acceptance of the OEM Product. All warranties set
forth in Section 9.2 are effective at Delivery, are
continuing, and will remain in effect [*].
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9.4 Software and Documentation Warranty. If Product includes or
constitutes Software, Supplier provides additional warranties,
and warrants Software and related Documentation as set forth
in Exhibit (I).
9.5 Services and Support Warranty. Supplier warrants that all
Services and Support will be provided in a professional and
workmanlike manner by competent, experienced personnel
possessing suitable expertise in the subject matter.
9.6 Compliance with Applicable Law. [*] warrants that it will
comply with Applicable Law in its performance under this
Agreement.
9.7 Warranty Exclusions. The warranties specifically set forth in
Section 9.1(1-5) will not apply to any OEM Product or Parts to
the extent such OEM Product or Parts: (i) have been improperly
installed, repaired, altered, or otherwise modified (other
than by Supplier or Supplier's authorized Subcontractors);
(ii) have been subjected to misuse, abuse, negligence or
accident; (iii) have been used in a manner contrary to
Specifications or Supplier's written instructions or
Documentation; (iv) are comprised of materials provided or a
design stipulated by HP and not approved by Supplier in
writing or; (v) are used Product or Parts (to the extent HP
may have waived Section 9.1 in a particular instance), and do
not cover normal wear and tear.
9.8 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
SUPPLIER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
REGARDING PRODUCT INCLUDING MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE.
9.9 [*] Warranty. In addition to the warranties specified above,
Supplier warrants to HP all OEM Products [*] against [*] for a
period of [*] after [*] of such OEM Product unit. An [*]
means:
(a) unit failures that (i) are caused by [*] failure or
defect, provided that such failure or defect is attributable
to Supplier, and (ii) [*] [*] of the [*] (as listed in Exhibit
(H), Section 4.1), [*] [*] [*] , or;
(b) the occurrence of more than one failure classified as
a Hazard Class (2) or higher safety incident defined as (i) a
[*] condition that is likely to produce [*] bodily injury or
property damage and is likely to occur after a single event,
or (ii) a noncompliance event involving a safety-related
standard, license, or testing agency evaluation, or;
(c) any known problem which, in HP's [*] subject to
Supplier's concurrence (which such concurrence shall not be
unreasonably withheld or delayed) creates a
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significant risk to the health or safety of individuals who
operate the OEM Product or to the continuous business
operations of companies or organizations that employ the OEM
Product for an intended or reasonably foreseeable use.
10. SUPPORT SERVICES
10.1 General. Supplier will provide trained HP support personnel
with Support for the OEM Products as specified in Exhibit (D).
Supplier will maintain such number of qualified personnel as
is necessary to provide timely and knowledgeable maintenance
and support service in accordance with the terms and
conditions of Exhibit (D). Supplier warrants that all Support
will be provided in a professional and workmanlike manner. HP
will provide direct maintenance and support to HP's customers
with respect to the use of the OEM Product as distributed with
HP Products. Supplier and HP will maintain and support each
OEM Product distributed by HP for [*] and [*] after the date
of last Shipment Date by Supplier to [*] [*] of each OEM
Product unit. HP acknowledges that Supplier may independently
offer and provide support services to OEM Product customers;
however, in no event may Supplier use HP Confidential
Information or HP Property to direct or provide such support
without HP's prior consent. Response times and problem
classification for the OEM Products are as set forth in
Exhibit (D).
10.2 New HP Products. Upon request by HP, Supplier will use
reasonable efforts to provide HP with the OEM Products adapted
for use with new releases of HP Products within timeframes and
at such additional costs, if any, to be negotiated by the
parties, provided that HP makes available to Supplier such HP
Property as may be reasonably necessary for Supplier to
develop any adaptation.
10.3 New Product Supply Assurance. Supplier agrees that, during the
term of the Agreement and any extensions thereof, any such
newer products will be made available to HP for shipment [*]
the [*] date made [*] by Supplier to [*] with [*] volumes of
OEM Products (as measured over Supplier's most recent [*]),
and shall be made available to HP in [*] quantity to
accommodate all HP Orders within Forecast designating such
newer products. In the event of any allocated OEM product
status initiated by Supplier, Supplier will [*] give all HP
Orders [*] and [*] than that given to Supplier's [*] with [*]
volumes of OEM Products (as measured over Supplier's most
[*]), with such [*] to be made on a [*] between HP and
Supplier's [*].
10.4 HP Property. HP may, at HP's sole election, provide to
Supplier HP Property under the terms of an HP Equipment Loan
Agreement attached as Exhibit (E) to this Agreement, solely
for use in Supplier's manufacturing, testing, adapting and
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supporting the OEM Products. All HP Property will be clearly
segregated from Supplier's property and identified as the sole
property of HP. HP Property may not be transferred, assigned,
loaned or otherwise encumbered in any way. HP Property may be
provided to third parties for fulfillment of Supplier's
obligations hereunder only upon HP's prior written consent. HP
property will be returned to HP, [*], upon termination of this
Agreement.
10.5 Substitute Products. If Supplier develops any generally
available products that are to replace the OEM Product(s) or
that are the same or substantially similar to the OEM Products
available under this Agreement, HP will have the right to
substitute the newer products at [*] as the substantially
similar OEM Products for all subsequent purchases under this
Agreement. Such substitute products must be compatible with
the current version of the OEM Products.
10.6 Failure Rate. Notwithstanding that the warranties given in
Section 9.1 above apply to [*] of the hardware components of
OEM Products, Supplier and HP acknowledge that a failure rate
equivalent to the rates as measured over [*] set forth in
Section 4.1 of Exhibit (H) is expected. If the actual failure
rate for OEM Products exceeds this expected rate, Supplier
will provide additional engineering and technical support
needed to bring the actual failure rate within the specified
failure rate.
10.7 Class Failure Remedies. Upon the occurrence of any of the
following events: (i) a failure rate exceeding[*]; (ii) [*];
or (iii) a safety standard change under Section 7.5 above
(each referred to as a "Class Failure"), HP will have the
following additional remedies for a [*] period after [*] of
such OEM Product unit(s):
(1) In the event of a Class Failure, Supplier will use
its reasonable efforts to provide a initial root
cause analysis, failure analysis, and corrective
action plan to HP no later than [*] following the
receipt of the Class Failure part. HP will make
available such information and assistance as
reasonably required to allow Supplier to conduct its
root cause analysis and provide its corrective action
plan.
(2) If, after review of the root cause analysis and
corrective action plan, [*] determines in its [*]
opinion that the Class Failure necessitates [*] may
then elect to have the OEM products: (i) returned to
Supplier for repair or replacement; (ii) repaired or
replaced by Supplier in the field; or (iii) repaired
or replaced by HP in the field, including products in
distributor inventory and HP's installed base. [*]
perform a field repair, [*] the appropriate
replacement OEM products, spares, or upgrades [*]
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and will, within [*] after completion[*]. Supplier
will give such OEM products, spares, or upgrades
Supplier's [*] [*] [*].
10.8 Survival Of Support Obligations. Supplier's maintenance and
support obligations specified in this Article (10), and in the
Support Terms in Exhibit (D) will run for the Term and any
additional periods under Section 1.3 above and will continue
for a period of [*] after the date of last Shipment Date by
Supplier to [*] [*] of each OEM Product unit. This obligation
includes, without limitation, making necessary Parts available
to HP as further provided in the Support Terms.
11. OBSOLESCENCE AND MANUFACTURING RIGHTS
11.1 [*] Rightst. In the event HP becomes entitled to terminate
this Agreement [*] in accordance with Article (20) hereunder,
then Supplier shall [*] [*] to [*] purchase orders [*] OEM
Products at the [*] [*] Supplier can demonstrate to HP's
reasonable satisfaction that its performance is no longer
impaired. This Section is not intended to [*] [*] a
royalty-free license to use, manufacture, sell or import the
Products. Instead, it is intended to permit [*] [*] Products
[*] [*] in limited circumstances; under such circumstances,
[*] will [*] [*] [*] set forth hereunder for the OEM Products
ordered pursuant to this Section.
11.2 [*] Rights. Subject to the terms and conditions of this
Agreement and specifically that of Section 19.1 below,
Supplier acknowledges its obligation to manufacture, supply,
and support the OEM Products [*]. If, however, after [*] of
such products, Supplier seeks to discontinue the supply or
support of any OEM Product (a "Discontinued Product"),
Supplier will give notice to HP no less than [*] in advance of
the last date the Discontinued Product can be ordered. After
receipt of notice of discontinuance, HP may, at its option:
(1) [*] [*] [*] [*] as set forth in [*] above if during
[*] such product discontinuance event occurs, or;
(2) In accordance with the terms and conditions of this
Section 11.2, place orders for any demand during the
[*] of such notice for delivery of Discontinued
Products prior to the end of the notice period. To
the extent that such orders exceed HP's previous
Forecast for such Discontinued Products, the orders
shall be non-cancelable. Supplier shall accept only
forecasted orders in the [*] of the stated notice
period, and such orders shall be non-cancelable. All
shipments must be completed prior to the end-of-life
date stated in such notice by Supplier to HP above,
or;
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(3) Subject to the terms and conditions of Section 11.3
below, [*].
11.3 HP's Right [*]. In the event of: (i) an uncured breach by
Supplier of this Agreement as defined in Sections 20.2 (3),
(4), and (5) that causes a cessation in the supply of OEM
Products to HP (and such cessation is not due to a force
majeure event as described in Article (19)) and; (ii) as part
of the Resolution Process outlined in Section 20.5, HP
demonstrably showing that the [*] available to HP under
Sections 11.1 and 11.2 above are [*]. In evaluating the extent
to which an [*]," [*] shall consider without restriction: (1)
the time required to implement [*], (2) the cost of
implementing the [*], and (3) the risks involved in
implementing [*]. If [*] will be [*] for a period of [*] and
thereafter subject to a [*] at a [*] approximately [*] to
the[*].
11.3.1 Supplier will furnish to HP all [*] relating to the
Discontinued OEM Product at Supplier's [*] within [*] after HP
has notified Supplier of HP's exercise of its rights under
this Section 12.2. HP will [*] on such [*] within [*] after
receipt of Supplier's invoice or receipt of such [*],
whichever is later. If HP [*] to obtain possession of any such
[*] [*] [*] Supplier's invoice.
11.3.2 Supplier will furnish to HP within [*] after HP's
written request, the names and addresses of [*]. Supplier will
use [*] efforts to enable HP to [*].
11.3.3 Supplier will furnish to HP [*] [*] deemed necessary
[*] to service and support the Discontinued OEM Product.
11.3.4 Supplier will [*] it may have with third parties [*]
Discontinued OEM Product.
11.4 Consulting Services. In support of [*] or other services
provided to HP herein, Supplier will, upon HP's request,
provide additional consulting services at the rate of [*],
plus [*].
12. TRAINING
12.1 Technical Training. Supplier will provide to HP [*] technical
training classes for HP technical personnel. The schedule for
such classes will be as mutually agreed in writing by the
parties, with the first of such training provided by Supplier
no later than [*] before FCS (first customer shipment) for
each respective OEM Product. Each class provided by Supplier
under this Section will accommodate at least [*] HP personnel,
and will be made available at Supplier's designated training
site in San Jose, California. At HP's sole election and upon
not less than
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[*] advance notice to Supplier, after the first training class
is provided by Supplier, Supplier will provide the [*] [*] [*]
[*]. All such training provided by Supplier will be [*].
Supplier will maintain a designated training contact for HP
learning products personnel, and will provide technical
support to an HP trainer for the first [*] classes taught by
HP utilizing the training provided hereunder by Supplier. HP
may further request and Supplier will provide, for up to [*]
HP technical personnel, additional training [*] as reasonably
necessary to inform HP personnel of each upgraded, enhanced,
or new version of the OEM Products. Other training (including
without limitation Supplier's Educational Services technical
training) will be provided upon mutually agreed terms and
conditions.
12.2 Presales Training. Supplier will provide to HP no later than
[*] before FCS for each respective OEM Product, presales
training at Supplier's San Jose, California facility
sufficient to cover up to [*] HP trainers in order to allow HP
to become fully familiar with the OEM Product and its market.
Such training will be [*]. HP may further request and Supplier
will provide additional training [*] as reasonably necessary
to inform up to [*] HP personnel of each upgraded, enhanced,
or new version of the OEM Products.
12.3 HP's Rights in Training Classes and Materials. Subject to the
provisions of Article (21) herein, HP may [*] [*] under this
Agreement (excluding Supplier's Educational Services classes,
methods, and materials). None of the training materials
provided [*] by Supplier to HP under this Article (12) may be
offered for resale by HP to HP's Customers. Supplier will
provide all such presales training and technical training
materials to HP no later than [*] before FCS for each
respective OEM Product.
13. MARKETING AND LICENSING
13.1 Marketing and Distribution. HP will have the authority to
market the OEM Products and the HP Products containing the OEM
Products to the extent it deems appropriate and in its [*].
Without limiting the generality of the foregoing sentence,
nothing in this Agreement shall be construed or interpreted to
place a [*] obligation upon HP with respect to marketing or
distributing the HP Products or OEM Products or to preclude HP
from independently developing, purchasing, licensing, or
marketing any product which performs the same or similar
function as the OEM Products. HP will have the right to use
its own business and license terms for all marketing and
distribution of the OEM Products and HP Products. HP will take
all reasonable steps to describe OEM Products accurately.
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13.2 Distribution Rights. For so long as HP has the right to
distribute any of Supplier's OEM products by virtue of any
then-current agreement between HP and Supplier, Supplier [*]
[*] the OEM Products or any other OEM products that perform
the same or similar functionality; provided that nothing in
this Section 13.2 shall be construed to prevent Supplier from
[*] [*] [*] [*] [*] , or; (ii) [*] to whom Supplier has [*]
[*]. For purposes of this Section 13.2, an [*] is any person
or entity who purchases the OEM Product[*].
13.3 Sales and Marketing Activity. During the Term of this
Agreement and any extension(s) thereof, Supplier shall, upon
request of HP, deliver to HP [*] sales, training, product,
educational, and marketing collateral intended by Supplier for
use in the distribution, sale, or marketing of the OEM
Products. All such collateral content intended by Supplier for
use with the OEM Products shall be developed by Supplier and
provided to HP in electronic form. All such collateral and
related sales activity from or by Supplier, its employees,
agents, and subcontractors (excluding Supplier's current and
future indirect channels of distribution that are resellers,
service bureaus, third party distributors, or third party OEMs
(any of which who are neither owned nor controlled in whole or
in part by Supplier) which in turn sell or distribute the OEM
Products to End Users), which is intended by Supplier for [*]
shall be first coordinated through the HP-designated business
contact as listed in Exhibit (G) attached hereto [*], before
Supplier may direct any such collateral or sales activity to
such HP customers.
13.4 POS Data. For the term of the Agreement, HP shall provide to
Supplier, on a monthly basis, "Point of Sale Data" relative to
the OEM Products. Within [*] after the end of each calendar
month, HP shall provide a Point of Sale Data report covering
the sales during that month. For the purposes of this
Agreement, "Point of Sale Data" shall refer [*] to: the
geographic location, separated by country internationally and
by zip code domestically, of each of the OEM Products sold by
HP (as determined by the "ship to" address); the HP Product
Number identification for each of the Products sold; and the
total number of the Products sold. [*] provide the Point of
Sale Data. Such Point of Sale Data shall be deemed
Confidential Information subject to the provisions of Article
21 (Confidentiality) of the Agreement. This Point of Sale Data
shall only be used for [*]. Supplier will destroy the provided
data as soon as its legal obligation to maintain it is
fulfilled.
13.5 Software License. Supplier hereby grants to HP, under
Supplier's Intellectual Property Rights, a non-exclusive,
worldwide, license to use, display, distribute, import, and
disclose the Software both separately and in combination, in
object code format only, and only for use in conjunction with
the support and distribution of OEM Products or associated HP
Products. The license grant under this Section 13.5 includes
the right of HP to sublicense distributors, resellers, and
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other third parties solely to the extent necessary to allow HP
to distribute and support the OEM Products and associated HP
Products through HP's distribution and support channels. The
rights granted to HP under this Section 13.5 also include the
right of End Users to continue use of the Software in
conjunction with the operation of the OEM Products so long as
they are not in breach of the HP End-User license agreement
issued with the particular OEM Product(s), and HP shall retain
the license set forth above for the sole purpose of assisting
End-Users with the maintenance and support of the OEM
Products. The rights granted in this Section 13.5 shall also
apply to all subsequent versions or revisions of the Software
that are provided to HP either at no charge or for a fee, as
described in Exhibit (C), whether generally or privately
released, including all bug fixes, error corrections, updates,
enhancements, license keys, or minor modifications of the
Software or Documentation released for use with the OEM
Product(s) during the Term of the Agreement and any extensions
thereof, and irrespective of whether such subsequent versions
or revisions are differentiated by version number (e.g., 1.x
or x.1) or nomenclature. Notwithstanding the foregoing,
Supplier may offer and HP may choose to purchase paid Software
upgrades at mutually agreed pricing.
13.6 Device Object License. Supplier will use all reasonable
efforts to develop, test, and distribute to HP [*] a device
object applicable to HP's OpenView Storage software product
according to the specifications and requirements set forth in
HP OpenView Storage Area Manager Developer's Guide, Edition
1200, as referenced in Exhibit (A-6) attached hereto. Supplier
hereby grants to HP, under Supplier's intellectual property
rights, a non-exclusive, worldwide license to use, reproduce,
display, translate, import, disclose, distribute, modify and
prepare [*] compilations of such device object as developed by
Supplier, for use with OEM Products and HP Products. These
rights are exercisable in any medium. Such license will
include the right of HP to sublicense distributors, resellers,
and other third parties to achieve the foregoing.
13.7 License to the Documentation. Supplier hereby grants to HP,
under Supplier's intellectual property rights, a
non-exclusive, worldwide license to use, reproduce, display,
import, disclose, distribute, and prepare compilations of the
Documentation and compilations based upon the Documentation
for use in conjunction with the support and distribution of
Software. These rights are exercisable in any medium. Such
license will include the right of HP to sublicense
distributors, resellers, and other third parties to achieve
the foregoing. The right to prepare compilations is granted
solely for the purposes of combining Documentation of more
than one Software, condensing Documentation, and formatting
and preparing Documentation for user accessibility. The rights
granted to HP under this Section 13.7 are subject to the
payment obligations as generally set forth in Article (4)
above and more particularly in Exhibit (C)
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attached hereto provided, however, that (a) End-Users shall be
permitted continued use of the Documentation in conjunction
with the operation of the OEM Products so long as they are not
in breach of the HP End-User license agreement issued with the
particular OEM Product(s), and (b) HP shall retain the license
set forth above for the purpose of assisting End-Users with
the maintenance and support of the OEM Products.
13.8 License to Photograph (Marketing Materials). Supplier hereby
grants to HP, under Supplier's intellectual property rights, a
non-exclusive, worldwide license to capture visual images of
the Software screen displays and packaging, the Documentation
and the CD-ROM, if any, and to use, reproduce, display,
perform, distribute, import and modify such photographs and
modifications and images solely in connection with HP's
marketing and support of the Software and training with
respect to the Software. Such license will include the right
of HP to sublicense distributors, resellers, and other third
parties to achieve the foregoing. The rights granted to HP
under this Section 13.8 are subject to Supplier's right to
review and approve (which such approval shall not be
unreasonably withheld or untimely delayed) any visual images
submitted by HP (excluding HP's standard then-current
trademarks, servicemarks, and logos), and the payment
obligations as generally set forth in Article (4) above and
more particularly in Exhibit (C) attached hereto.
13.9 Restrictions. HP will not decompile, reverse engineer,
disassemble, or otherwise modify any Software without written
authorization from Supplier, except as permitted by law.
13.10 Localized Versions. The licenses granted hereunder with
respect to the Software and associated Documentation will
include all localized versions thereof available from
Supplier. In the event HP reasonably requires a localized
version of the Software, then Supplier agrees to negotiate [*]
the commercial terms and conditions under which such localized
version would be produced for HP. All of the licensing terms
for such localized version would be consistent with this
Agreement.
13.11 Limited Right of Sublicense and License. The parties expressly
agree that no right of sublicense to the Software is hereby
granted under this Agreement by Supplier to HP except for the
right of HP to sublicense the Documentation and object code of
the Software directly to End-User Customers. Based on
Supplier's representations herein, HP agrees that Supplier is
the owner of the Software and Documentation contained in the
OEM Products.
13.12 Localized Software. The licenses granted hereunder for the
Software and Documentation shall include any localized
version(s) thereof which Supplier
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publishes or makes generally available during the Term of this
Agreement and any extension(s) thereof.
13.13 End User License Terms. Supplier hereby grants to HP the right
to use and HP will use its then-current standard form software
license terms for marketing and licensing Software under this
Agreement. Such terms will be substantially in the form of
that as set forth in Exhibit (I) attached hereto.
13.14 No Rights In Marks. Except as otherwise specified in this
Agreement, nothing in this Agreement should be construed to
grant either party any rights in the Marks of the other party.
HP and Supplier acknowledge, however, that HP may use the name
of Supplier and the name of the OEM Products in advertising
and marketing the OEM Products or the HP Products. The OEM
Products will be affixed with copyright notices sufficient to
give notice as to the rights of the parties in their
respective products.
13.15 HP Marks. Supplier will ensure that the OEM Products contain
the HP Marks, serial number, format, and packaging specified
by HP and conforming to the HP specifications as set forth in
Exhibit (A). Except as provided herein, Supplier will have no
other right or license in any HP Marks.
14. LOSS OF BUSINESS CONTROL
14.1 Business Continuity. Supplier will develop and keep current a
formal business continuity plan that details Supplier's
strategies for response to and recovery from a broad spectrum
of potential disasters that could disrupt operations and
timely delivery of Product, material and services required
pursuant to this Agreement.
14.2 Safety, Security and Fire Protection. Supplier will be
responsible for maintaining [*] [*], [*] all warehouse and
storage facilities and operations (except HP Warehouses) in
accordance with applicable and prudent safety, security, fire
protection standards. Supplier will allow [*] such facilities
and operations and will cooperate in the resolution of
recommendations for improvement.
15. INTELLECTUAL PROPERTY PROTECTION
15.1 Supplier's Duty to Defend. Except as provided in Section 15.4,
Supplier will, to the maximum extent permitted by law, [*]
and[*] , on a worldwide basis, HP, [*], officers, directors,
employees, agents and representatives (individually, an
"Indemnitee" and collectively, "Indenmitees") from and against
any [*]:
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(i) any [*];
(ii) any combination of any [*] with an [*] in an
application which is intended by Supplier or reasonably
inferable as intended by Supplier from Specifications,
Supplier's written designs or Documentation, where there is no
substantial non-infringing use of the indemnified Product
other than as part of that combination;
(iii) any [*];
(iv) any [*];
(v) a [*], or;
(vii) anything else (including [*]) provided as part of
[*];
or use of any of the foregoing, constitutes an [*] "IP
Claim"). Supplier will have the same duty [*] as set forth in
the previous sentence in cases where any of the following
applies with respect to an IP Claim: (a) there is a breach of
[*] [*] ; (b) [*] is a direct infringer; (e) [*] is a
contributory infringer; or (d) [*] has induced infringement.
Without limiting the generality of the foregoing, Supplier
will pay [*] incurred by Indemnitees and will pay any[*].
15.2 HP's Duty to Notify. HP will give Supplier [*] notice of any
IP Claim. If Supplier assumes defense of such IP Claim without
reservation of rights, HP will provide Supplier the authority,
information and reasonable assistance (at [*] expense)
necessary to defend. Supplier will control defense, and HP
will not settle such IP Claim without Supplier's consent, [*];
provided that if Supplier does not diligently pursue
resolution of such IP Claim or fails to provide HP, upon
request at any time and from time to time, with reasonable
assurance that it will diligently pursue resolution, then HP
may, without in any way limiting its other rights and
remedies, defend the claim [*]. Any settlement or compromise
Supplier desires to enter into will be [*]. HP and any other
Indemnitee may, in its or their discretion, participate in the
defense of such IP Claim.
15.3 Actions After Injunction or Order. If the use or combination
of any Product is enjoined, if the combination of any Product
with an HP Product is enjoined where such combination is
intended by Supplier or reasonably inferable from
Specifications, Supplier's written designs or Documentation or
if a court or government agency enters an injunction or order
forbidding the importing of any Product or preventing the
Delivery of any Product to HP (any of which Product being
referred to as "Infringing Product"), Supplier [*], as may be
reasonable under the facts and circumstances and within a [*]
time, [*], and having reviewed its options with HP:
15.3.1 Procure for HP and its customers the right to
continue using or combining the Infringing Product;
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15.3.2 Replace the Infringing Product with a non-infringing
Product acceptable to HP and of equivalent form, fit, function
and performance;
15.3.3 Modify the Infringing Product to be non-infringing,
without detracting from form, fit, function or performance; or
15.3.4 Replace the Infringing Product with a non-infringing
Product acceptable to HP and of equivalent form, fit, function
and performance from a third party supplier on HP's approved
vendor list at the time of the infringement and pay to HP the
sum of: (a) [*].
If none of the foregoing options is commercially achievable,
HP may return the affected Product, and Supplier will [*] with
respect thereto.
In addition to the above, Supplier will pay HP [*]. If a
change in any Product or the use thereof is required due to an
IP Claim, Supplier will [*] HP for its [*] in procuring a
reasonable substitute product, including [*].
15.4 Limitations. Nothing in this Article (15) applies to any
Product or Parts to the extent such Product or Parts (i) have
been improperly installed, repaired, altered or otherwise
modified (other than by Supplier or Supplier's authorized
Subcontractors), (ii) have be subjected to misuse, abuse,
negligence or accident, (iii) have been used in a manner
contrary to Specifications or Supplier's written instructions
or Documentation or (iv) are comprised of materials provided
or a design stipulated by HP and not approved by Supplier in
writing to the extent that the claim arises from Supplier's
compliance with a Unique Specification; provided that all
implementations of that Unique Specification necessarily
constitute or require an unauthorized use or infringement of a
third party Intellectual Property Right and Supplier is
unaware of such unauthorized use or infringement; and provided
further that Supplier (a) has not [*] such Unique
Specification, (b) has not provided [*] such Unique
Specification or (c) has not [*] to such Unique Specification.
To the extent that any of the foregoing limitations would
otherwise apply, it will not apply where the Product is
claimed to be an unauthorized use, misappropriation or
infringement on account of a manufacturing process used by
Supplier unless HP has required Supplier to use in manufacture
of such Product the particular manufacturing steps that
resulted in such claim.
16. TRADE REQUIREMENTS
16.1 The parties understand that this Agreement is subject to
compliance with U.S. and other national export, import,
customs and trade-related laws and regulations and
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Supplier understands that it is responsible for implementing
procedures to ensure its material compliance with all
guidelines established under the HP Regional Trade Guidelines
as set forth under Exhibit (K) attached hereto; provided
however, that to the extent Supplier, upon timely advance
notice, can demonstrably show that compliance with any
particular provision would create a significant hardship, then
HP and Supplier will negotiate in good faith to resolve such
objection. The parties acknowledge that they are knowledgeable
about all such laws, regulations, and HP requirements and
agree to comply with the same as applicable.
16.2 Supplier, at each of its sites, is responsible for determining
the appropriate country of origin ("CO") for the product(s) it
manufactures or assembles for HP and for marking these
products in accordance with the requirements set out in BF
Regional Trade Guidelines. Further, Supplier will cooperate
fully with HP in supplying data to facilitate HP's origin
reporting requirements and qualification for preferential
origin programs such as NAFTA, IFTA, FMF, EXIM and the like
including, but not limited to, [*].
16.3 The following trade data elements must be able to be printed
out or be capable of being transferred electronically on each
commercial invoice prior to shipment of Product and must be
sent to HP via the standard electronic/EDI shipping
confirmation signal:
- Country of Origin [*]
- Import Country HTS Classification [*]
- ECCN [*]
- License [*]
- Destination Control Statement
- HP Part Number
- Appropriate INCOTERM
Further, Supplier must maintain, and reproduce upon demand,
all documentation relating to the international transport of
HP goods for a period of not less than [*] from the date of
each shipment. All such record keeping system will comport
with the legal requirements of the U.S. and other nations
including, but not limited to, requirements set out in Parts
762 and 772, U.S. Department of Commerce, Export
Administration Regulations and the U.S. Customs Record-Keeping
Regulations, 19 C.F.R. 163.
Supplier will provide [*] notice to HP (via the site's
appointed HP representative) in the event of an action by the
U.S. or other national government customs/export authorities
that relates specifically to goods or services provided to HP
by Supplier's sites.
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Supplier will afford HP, and HP's duly appointed agents,
reasonable [*] for trade compliance audit purposes and further
agrees to respond in a timely manner to HP's requests for
production of trade control records and to comply with all
[*].
16.4 Supplier must be capable of producing accurate and complete
shipping documentation for each Supplier site and each
shipment from such site. Supplier is responsible for knowing
and understanding shipping documentation standards applied in
the normal course of international business and for knowing
and understanding additional requirements outlined in HP
Regional Trade Guidelines.
16.5 Supplier is responsible for knowing and understanding the
terms of sale governing its agreement(s) with HP. Supplier is
responsible for understanding the scope of its
responsibilities under the applicable sales term(s), for
ensuring that [*] are likewise educated, and for implementing
procedures to ensure that the site, the site's employees and
the site's agents fulfill the Supplier's responsibilities
under the applicable term(s).
16.6 For each transaction where HP is to be importer of record, the
Supplier is responsible for ensuring that commercial
documentation accurately reflects the actual price paid or
payable between HP and Supplier's site. It is Supplier's
responsibility that each of its sites reconciles its financial
records against commercial documentation in order to validate
HP's use of transaction value, whenever possible, for
declarations to Customs. When transaction value cannot be
applied, Supplier will apply sequentially the World Trade
Organization ("WTO") valuation rules for HP transactions.
Supplier acknowledges that it is knowledgeable about the
requirements for transaction value declarations and agrees to
comply with same.
16.7 Duty Drawback. Unless otherwise requested, Supplier will allow
HP to be the importer of record for all Deliveries. If HP is
not importer of record and Supplier obtains duty drawback
rights to Product, Supplier will, [*], provide HP with
documents required by the customs authorities of the country
of receipt to prove importation and to transfer duty drawback
rights to HP if HP has paid [*] deposit of the subject duties.
17. CLASSIFICATION AND LICENSING AUTHORITY
17.1 Where Products are of HP's design, technology, software or
manufactured to HP's functional specification, HP will assist
the Supplier in the export of the commodities by providing
Export Control Commodity Numbers ("ECCN") and Harmonized
Tariff Code Numbers ("HTS") on behalf of HP's subsidiary
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Hewlett-Packard International GmbH ("HPIG"). Supplier will
comply with Applicable Law governing import or export of
Product and will be solely responsible for obtaining all
requisite licenses and other authorizations. Supplier will not
export, re-export or otherwise disclose, directly or
indirectly, technical data or the direct product of such
technical data received from HP without HP's prior knowledge
and written consent.
17.2 Supplier's Declaration. Where Products are of Supplier's
design, technology, software or manufactured to the Supplier's
functional specification; the Supplier will provide HP with
the correct ECCN or with sufficient technical information to
determine classification. Additionally, the Supplier must
provide any additional information that it knows will affect
the determination of license authority.
17.3 Country of Origin Marking. The Supplier will mark the
containers, in English, as well as all Product and Spares with
the Country of Origin, in compliance with Section 304 of the
United States Tariff Act. If the Product or Spares itself
cannot be marked legibly due to size, then its immediate
container must be marked with a signed certificate stating
Country of Origin (manufacture) by quantity and part number
(HP's and Supplier's).
18. GOVERNMENTAL COMPLIANCE
18.1 Duty to Comply. Supplier, its agents, employees and
Subcontractors will comply with all Applicable Law in its
performance of this Agreement. Upon request, Supplier agrees
to [*] any applicable law or regulations. HP is neither
responsible for monitoring Supplier's nor Supplier's
Subcontractor's compliance with any Applicable Law.
18.2 Social and Environmental Responsibility. Supplier warrants
that in all countries in which Supplier and, to Supplier's
knowledge, information and belief, Supplier's authorized
Subcontractors do business, its and their operations comply
with all applicable laws and regulations governing protection
of the environment, employee health and safety, and labor and
employment practices, including but not limited to, laws and
regulations relating to working hours, working conditions,
wages, benefits, child labor, forced labor, freedom of
association and equal employment opportunity. Supplier [*] HP
Supplier Social and Environmental Responsibility Agreement and
comply with HP's Supplier Code of Conduct
(www.hp.com/go/supplierE), [*].
18.3 Environmental Requirements. Without limiting the generality of
Sections 18.1 and 18.2 above, Supplier warrants and agrees
that:
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18.3.1 Product Content. All Products and their packaging
will comply with HP's General Specifications for Environment,
DWG No. A-5951-1745-1 www.hp.com/go/supplierE) and, for
purposes of this Agreement, such specifications are part of
the Specifications for the Product.
18.3.2 Shipment. All Products will be shipped in conformance
with all applicable national and international transportation
regulations including, where applicable, regulations regarding
chemicals and hazardous materials or dangerous goods,
including regulations regarding fumigation and aeration. All
packaging materials, including pallets, [*] where applicable.
18.3.3 Chemical Substances. Each chemical substance
contained in the Product [*] chemical substances compiled and
published by the United States Environmental Protection Agency
pursuant to the Toxic Substances Control Act.
18.3.4 Supplier will provide complete and accurate Material
Safety Data Sheets (MSDS) for Product to HP prior to shipment.
18.3.5 Environmental Information. Supplier will furnish HP
any information reasonably requested by HP to confirm
compliance with Applicable Law or to determine the
environmental effects of materials included in the Products or
in its packaging.
18.3.6 Supplier will comply with all Applicable Law
governing import or export of Product and will be solely
responsible for obtaining all requisite licenses and other
authorizations.
18.3.7 Disposition of Excess Materials. Supplier will
recycle or dispose of any excess or waste materials generated
from manufacture of Product [*] in compliance with the
provisions of this Agreement, Applicable Law [*].
18.3.8 Manufacturer will continuously implement and maintain
processes and policies designed to protect the environment at
any facility at which Product manufacturing operations are
performed under this Agreement.
18.3.9 Take Back. Supplier will accept back [*] material
included in the Product or its packaging returned freight
prepaid by HP from any country that legally requires Product
take back from the user at the end of the Product life.
18.4 Ozone Depleting Substances. Supplier hereby certifies that [*]
Product:
18.4.1 Contains any "Class I Substance" or "Class II
Substance" as those terms are defined in 42 U.S.C. Section
7671 and implementing regulations of the United
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States Environmental Protection Agency at 40 C.F.R. Part 82,
as now in existence or hereafter amended; or
18.4.2 Has been manufactured with a process that uses any
"Class I or Class II Substance."
18.5 Procurement Regulations. HP is a commercial corporation that
is also a contractor and subcontractor for the U.S.
government. All of the Products to be purchased from
Subcontractor by HP pursuant to a subcontract/purchase order
in the United States, it's territories, possessions, the
District of Columbia and the Commonwealth of Puerto Rico are
deemed to be "Commercial Items" as defined in Federal
Acquisition Regulation ("FAR") 2. 10 1, Part 12 and 52.202. 1
(c). Notwithstanding any other clause in HP's contract with
the U.S. government, only those clauses identified in the
clause at FAR 52.244-6 are required to be in agreements
(subcontracts) for commercial items or commercial components.
In addition, and in accordance with determinations made as a
result of U.S. government audits, HP is required to flow down
FAR 52.219-9, Small Business Subcontracting Plan, on all
subcontracts/purchase orders with large business concerns that
exceed $500,000 in value.
Pursuant to FAR 52.212-5(e) and/or FAR 44.402(b),
subcontractor, meaning any supplier, distributor, vendor or
firm that furnishes supplies or services to or for a prime
contractor or another subcontractor in support of U.S.
government business, [*] the following FAR clauses, [*]:
FAR 52.222-26, Equal Opportunity (February 1999)
FAR 52.219-8, Utilization of Small Business Concerns (October
2000)
APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER EXCEEDS $2,500:
FAR 52.222-41, Service Contract Act of 1965, as Amended (May
1989) if the purchase order is principally for the furnishing
of services through the use of service employees.
APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER IS FOR $10,000 OR
MORE:
FAR 52.222-35, Affirmative Action for Disabled Veterans and
Veterans of the Vietnam Era (April 1998)
FAR 52.222-36, Affirmative Action for Workers with
Disabilities (June 1998)
APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER EXCEEDS $500,000
AND SUBCONTRACTOR IS NOT A SMALL BUSINESS:
FAR 52.219-9, Small Business Subcontracting Plan (October
2000)
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18.6 Anti-Terrorism Security Measures. Supplier acknowledges that
its failure to comply with the laws, or regulations of any
applicable governmental authority, U.S. CTPAT or equivalent
security guidelines or TAPA[*] security requirements will be
considered by HP as negligence and failure on the part of
Supplier to provide due care for HP shipments. Supplier will
be liable for all [*] imposed on HP, and [*], relating to
Supplier's noncompliance with any such security regulations,
guidelines or requirements.
19. FORCE MAJEURE EVENTS
19.1 Delaying Causes. Neither party will be liable for any delay in
performance under this Agreement caused by any act of God or
other cause beyond Supplier's reasonable control and without
Supplier's fault or negligence including but not limited to
fire, flood, war, embargo, riot or an unforeseeable
intervention of any government authority, which causes
complete business interruption (a "Delaying Cause"). A
Delaying Cause does not include delays in transportation, [*]
or economic considerations or inefficiencies. No Delaying
Cause will suspend or excuse either party's obligations as set
forth in Articles 15, 21, and 22.
19.2 Occurrence of a Delaying Cause. Any party whose performance is
affected by a Delaying Cause will notify the other party [*]
upon commencement of a Delaying Cause and will provide its
best estimate of the expected duration of such occurrence.
Upon notice to Supplier during pendency of a Delaying Cause,
HP may [*] unfilled Accepted Orders [*]. Any party whose
performance is affected by a Delaying Cause will exercise
reasonable diligence to overcome and effect cessation of the
Delaying Cause and to mitigate effects thereof. Performance of
the parties' respective obligations to purchase and sell
Product will be suspended to the extent affected by, and for
the duration of, a Delaying Cause, and during pendency of a
Delaying Cause affecting Supplier's ability to make timely
Delivery, HP may purchase replacement Product elsewhere and
[*]. If, however, Supplier's performance is delayed for
reasons set forth above for a cumulative period of [*]
calendar days or more, HP, notwithstanding any other provision
of this Agreement to the contrary, [*] issued hereunder by
notice to Supplier.
19.3 Resumption of Performance. The parties will resume performance
under this Agreement once the Delaying Cause ceases, and HP
may, upon written notice not later than [*] following such
cessation, extend the Term up to the length of time the
Delaying Cause endured.
20. EVENTS OF DEFAULT
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20.1 Notice Of Breach. If either party is in breach of any
provision of this Agreement, the non-breaching party may, by
written notice to the breaching party, except as otherwise
prohibited by the United States bankruptcy laws, terminate the
whole or any part of this Agreement or any Order, unless the
breaching party cures the breach within [*] after receipt of
such written notice.
20.2 Causes Of Breach. For purposes of Section 20.1 above, the term
"breach" includes without limitation any:
(1) Proceeding, whether voluntary or involuntary, in
bankruptcy or insolvency by or against a party;
(2) Appointment, with or without a party's consent, of a
receiver or an assignee for the benefit of creditors;
(3) Failure by Supplier to make a delivery of OEM
Products in accordance with the requirements of this
Agreement or any accepted Order;
(4) Failure by Supplier to replace or repair Noncomplying
Products in a timely manner as required by Article
(5) above; or
(5) Other failure by a party to comply with any material
provision of this Agreement with additional failure
to provide the non-breaching party, upon written
request, with reasonable assurances of future
performance.
20.3 HP's Rights Upon Breach. In the event HP terminates this
Agreement in whole or in part as provided above for a material
breach by Supplier, in addition to any other remedies provided
HP under this Agreement, HP may procure, upon such terms and
in such manner as HP reasonably deems appropriate, products
and services substantially similar in functionality to the OEM
Product and services as to which this Agreement is terminated.
Supplier agrees to continue the performance of this Agreement
to the extent not terminated under the provisions of this
Section.
20.4 Purchase Hold. If any Eligible Purchaser having the right to
purchase an OEM Product under this Agreement or under any
other agreement with Supplier believes in good faith that an
OEM Product is defective, then, irrespective of any other
rights provided HP hereunder, HP may implement a [*]. Such [*]
may be removed if HP reasonably believes that Supplier has
taken sufficient action to correct the defect or given
sufficient assurances that such defect will be corrected [*].
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20.5 Escalated Resolution Process. In the event of any dispute
arising from or regarding the subject matter of this
Agreement, the parties agree to negotiate in good faith an
equitable resolution of the disputed matter. If the parties
are not able to resolve the dispute within [*] of first
written communication of the dispute, then the parties agree
to escalate such resolution process to their respective
Escalation Management as designated in Exhibit (G). The
Escalation Management shall meet within [*] of escalation to
resolve the disputed matter. If the dispute is not resolved
within an additional [*] period from the end of the [*] period
set forth above, then either HP or Supplier may commence
legal, equitable, or other action upon providing the other
party not less than [*] prior written notice of such intent.
21. CONFIDENTIAL INFORMATION
21.1 Confidential Information. During the Term, a party (the
"Recipient") may receive or have access to certain information
of the other party (the "Discloser") that is marked as
"Confidential Information," including, though not limited to,
information or data concerning the Discloser's products or
product plans, business operations, strategies, customers and
related business information. The Recipient will protect the
confidentiality of Confidential Information with the same
degree of care as the Recipient uses for its own similar
information, but not less than reasonable care. Confidential
Information may only be used by those employees of the
Recipient who have a need to know such information for
purposes related to this Agreement. Supplier will, upon HP's
written request, use commercially reasonable efforts to cause
any entity or person designated by HP to enter into a
nondisclosure agreement which affords materially comparable
protections for HP's Confidential Information as the
Confidential Disclosure Agreement referenced in Exhibit (F).
The parties acknowledge that all Technical Information and
Forecasts are deemed Confidential Information to be protected
for a term of [*] from date of disclosure.
21.2 Exclusions. The foregoing confidentiality obligations will not
apply to any information that: (a) is known by the Recipient
prior to disclosure; (b) was developed by the Recipient prior
to disclosure or is subsequently developed independently and
without reference to the disclosure; (c) is or becomes
publicly available through no fault of the Recipient; (d) is
rightfully received from a third party with no duty of
confidentiality; (e) is disclosed by the Recipient with the
Discloser's written approval or; (f) is disclosed under
operation of law.
22. INSURANCE AND INDEMNITY
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22.1 Without limiting any of the obligations or liabilities of
Supplier, Supplier will maintain [*] as long as this Agreement
is in effect, insurance policies of the kind and limits listed
below:
Worker's Compensation Insurance: Supplier will maintain
Workers Compensation Insurance as required by Applicable Law
having jurisdiction over Supplier's employees wherever work is
to be performed under this Agreement.
Employer's Liability Insurance: Supplier will maintain
Employer's Liability Insurance in an amount keeping with the
law of the nation, state, territory or province having
jurisdiction over Supplier's employees wherever work is to be
performed under this Agreement [*].
General Liability Insurance: Supplier will maintain
Comprehensive or Commercial General Liability Insurance
(including but not limited to premises and operations,
products and completed operations, broad form contractual
liability, broad form property damage and personal injury
liability) with a minimum limit of [*] combined single limit
per occurrence and [*] in the aggregate, for claims of bodily
injury, including death, and property damage that may arise
from use of the Products or acts or omissions of Supplier
under this Agreement. Each policy obtained by Supplier will
[*] a loss covered thereunder.
Claims Made Coverage. If any policies have "claims made"
coverage, Supplier will maintain such coverages [*]. Any such
coverage must have a retroactive date no later than the date
upon which work commenced under this Agreement.
Additional Requirements. All deductibles on policies providing
coverage will be paid by Supplier. In the event Supplier is
self insured for matters described in Article (14), Supplier
agrees to respond to any claims or losses made against or
incurred by HP in the same fashion as if insurance had been
purchased with the same or broader coverage terms than what is
generally available to similar Supplier's. In no event will
the coverages or limits of any insurance required under this
Article, or the lack or unavailability of any other insurance,
be deemed to limit or diminish Supplier's obligations or
liability to HP under this Agreement. In addition, where
allowed by law [*].
All insurance policies will be written by a company authorized
to do business in the territory and jurisdiction where the
project is located. In no event will the coverage or limits of
any insurance maintained by Supplier under this Article, or
the lack or unavailability of any other insurance, limit or
diminish in any way Supplier's obligations or liability to HP
under this Agreement. All insurance policies will be written
with appropriately licensed and financially responsible
insurers
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Certificate of Insurance. Supplier will furnish Certificates
of Insurance acceptable to HP before any Work is commenced
hereunder by Supplier. The Certificate of Insurance will
provide that there will be no cancellation or reduction of
coverage without [*] prior written notice to HP.
22.2 Indemnity. Supplier will, to the maximum extent permitted by
law, indemnify, defend and hold harmless HP [*] [*] from and
against any and all claims, liability, loss or damage for
bodily injury, occupational sickness or disease or death of
any person, including any employee of Supplier or any
Subcontractor, or for any physical damage to property, or loss
of use thereof, (i) to the extent [*] or (ii) which is
proximately caused by the negligence, strict liability or
other fault of, or breach of this Agreement [*] by, Supplier,
[*] and its and their employees, agents [*], in whole or in
part or jointly with HP. In the event any claim, liability,
loss or damage is caused by the joint or concurrent
negligence, strict liability or other fault of Supplier and
HP, except to the extent due to HP's passive negligence or
HP's failure to manage or supervise Supplier, [*] and its and
their employees, agents [*], or HP's failure to oversee or
control Supplier's performance under this Agreement [*] and
its and their employees, agents [*], then such claim,
liability, loss or damage, and costs of defense will be borne
by Supplier and HP in proportion to its respective degree of
fault. Supplier will [*] defend any suit, action or other
proceeding asserting a claim covered hereunder, and Supplier
will pay [*]. Supplier will not have any obligation to defend,
indemnify or hold harmless hereunder when the occurrence
giving rise to such claim, charge, liability, loss or damage
is caused solely by the negligence, strict liability or other
fault of HP. Supplier's obligations to defend, indemnify and
hold harmless hereunder will not be limited or otherwise
affected by any insurance, self-insurance or retention of risk
which it may carry or assume.
22.3 HP's Duty to Notify. HP will give Supplier [*] notice of any
such claim or action for which Supplier is obligated to
indemnify under Section 22.2. If Supplier assumes defense of
such claim or action without reservation of rights, HP will
provide Supplier the authority, information and reasonable
assistance (at Supplier's expense) necessary to defend.
Supplier will control defense, and HP will not settle any such
claim or action without Supplier's consent [*]; provided that
if Supplier does not diligently pursue resolution of the claim
or fails to provide HP, upon request at any time and from time
to time, with reasonable assurance that it will diligently
pursue resolution, HP may, without in any way limiting its
other rights and remedies, defend the claim and collect [*]
doing so from Supplier. Any settlement or compromise Supplier
desires to enter into will be subject to HP's approval. HP and
any other Indemnitee may, in its or their discretion,
participate in the defense of such claim or action.
------------------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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23. LIMITATION OF LIABILITY
UNLESS OTHERWISE STATED HEREIN, NEITHER PARTY WILL BE LIABLE FOR ANY
[*] OF THE OTHER ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN
FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT,
REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY,
CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, THE PARTIES WILL BE
RESPONSIBLE FOR [*] INCLUDED IN AN AWARD OR SETTLEMENT OF A THIRD PARTY
CLAIM UNDER [*]. EXCEPT FOR THE PARTIES' RESPECTIVE OBLIGATIONS UNDER
[*], THE PARTIES' RESPECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE [*] OF (i) USD [*], OR (ii) [*] UNDER THIS
AGREEMENT IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE
IMPOSITION OF LIABILITY.
24. TERMINATION
24.1 Outstanding Orders. All accepted Orders issued prior to the
expiration of this Agreement must be fulfilled pursuant to and
subject to the terms of this Agreement, even if the Delivery
Dates are after expiration. Upon termination of this Agreement
for Supplier's breach, HP may cancel any outstanding Order or
require Orders to be fulfilled even if a Delivery Date is
after the date of termination. If this Agreement is terminated
due to HP's breach, then HP will reimburse Supplier for its
reasonable direct costs to rework HP-customized OEM Product
units [*] [*] back to Supplier's standard product, as
described in Exhibit (A-1) attached hereto. Such reimbursement
costs shall specifically exclude any costs for Supplier's
excess materials used in connection with the customization of
OEM Products.
24.2 Return Of HP Property. Supplier must return all HP Property to
HP upon expiration or termination. All such property must be
in good condition, normal wear and tear excepted. HP will
determine the manner and procedure for return. HP will bear
all return freight costs if return is due to HP convenience or
an uncured breach by HP. Otherwise, Supplier will bear all
such costs.
24.3 Surviving Provisions. Notwithstanding the expiration or early
termination of this Agreement, the provisions regarding [*]
Confidentiality in Article (21), [*] Limitation of Liability
in Article (23), and the Miscellaneous provisions below will
each survive in accordance with their terms.
------------------------
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THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
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25. MISCELLANEOUS
25.1 Notices. All notices to be given under this Agreement must be
in writing addressed to the receiving party's designated
recipient specified in Exhibit (G). Notices are validly given
upon the earlier of confirmed receipt by the receiving party
or three days after dispatch by courier or certified mail,
postage prepaid, properly addressed to the receiving party.
Notices may also be delivered by telefax and will be validly
given upon oral or written confirmation of receipt. Either
party may change its address for purposes of notice by giving
notice to the other party in accordance with these provisions.
25.2 Independent Contractors. The relationship of the parties
established under this Agreement is that of independent
contractors and neither party is a partner, employee, agent or
joint-venturer of or with the other. Nothing in this Agreement
precludes either party from independently developing,
manufacturing, selling or supporting products similar to the
OEM Products.
25.3 Assignment. Neither party may, directly or indirectly, in
whole or in part, either by operation of law or otherwise,
assign or transfer this Agreement or delegate any of its
obligations under this Agreement without the other party's
written consent, which such consent shall not be unreasonably
withheld or untimely delayed. Any attempted assignment,
transfer, or delegation without such prior written consent
will be void. Notwithstanding the foregoing, HP or its
permitted successive assignees or transferees may assign or
transfer this Agreement or delegate any rights or obligations
hereunder without consent: (1) to any entity controlled by, or
under common control with, HP, or its permitted successive
assignees or transferees; or (2) in connection with a merger,
reorganization, transfer, sale of assets or product lines, or
change of control or ownership of HP, or its permitted
successive assignees or transferees. Without limiting the
foregoing, this Agreement will be binding upon and inure to
the benefit of the parties and their permitted successors and
assigns.
25.4 No Waiver. The waiver of any term, condition, or provision of
this Agreement must be in writing and signed by an authorized
representative of the waiving party. Any such waiver will not
be construed as a waiver of any other term, condition, or
provision except as provided in writing, nor as a waiver of
any subsequent breach of the same term, condition, or
provision. Other than as expressly agreed herein, all remedies
of a party provided herein, together with all remedies
available at law or in equity, shall be cumulative.
25.5 Headings. The Section headings used in this Agreement
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are for convenience of reference only. They will not limit or
extend the meaning of any provision of this Agreement, and
will not be relevant in interpreting any provision of this
Agreement.
25.6 Publicity. Subject to the terms and conditions of Article (21)
above, neither party may publicize or disclose to any third
party, without the written consent of the other party, the
existence or terms of this Agreement except as required under
applicable federal securities laws. In the event that Supplier
becomes aware that disclosure is likely to be required by
operation of law, Supplier shall promptly provide HP with
ample notice and opportunity to seek a protective order.
Supplier agrees that in the event that disclosure to the SEC
is likely, Supplier shall promptly file a request for
confidential treatment. Without limiting the generality of the
foregoing sentence, no press releases regarding the subject
matter, content, or existence of this Agreement may be made
without the prior mutual written consent of each party.
25.7 Severability. If any provision in this Agreement is held
invalid or unenforceable by a body of competent jurisdiction,
such provision will be construed, limited or, if necessary,
severed to the extent necessary to eliminate such invalidity
or unenforceability. The parties agree to negotiate in good
faith a valid, enforceable substitute provision that most
nearly effects the parties' original intent in entering into
this Agreement or to provide an equitable adjustment in the
event no such provision can be added. The other provisions of
this Agreement will remain in full force and effect.
25.8 Subcontractors and Subsidiaries. Each party unconditionally
guarantees to the other party the performance of all
obligations by any of its subcontractors and Subsidiaries
under the Agreement (including, without limitation, payment
obligations), as amended from time to time, or any other
obligation of any subcontractors or Subsidiary to the other
party, now existing or hereafter arising. If either party's
subcontractors or Subsidiary does not perform such obligation,
such party shall immediately perform such obligation.
25.9 Entire Agreement. This Agreement comprises the entire
understanding between the parties with respect to its subject
matters and supersedes any previous or contemporaneous
communications, representations, or agreements, whether oral
or written. For purposes of construction, this Agreement will
be deemed to have been drafted by both parties. No
modification of this Agreement will be binding on either party
unless in writing and signed by an authorized representative
of each party.
25.10 Governing Law. This Agreement and each Order and
Acknowledgment will be governed in all respects by California
law without reference to any choice or
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THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
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conflict of laws provisions of California or the law of any
other jurisdiction. The parties hereby submit to the
jurisdiction of the courts of California or any court of the
United States sitting in California with subject matter
jurisdiction, and waive any venue objections against the
United States District Court for the Northern District of
California and the Superior and Municipal Courts of the State
of California, in any litigation arising under this Agreement.
The parties exclude application of the 1980 United Nations
Convention on Contracts for the International Sale of Goods,
if applicable.
25.11 Authority of Signatory. If HP or Supplier executes this
Agreement by agent or representative, such agent or
representative by his/her act of signing this Agreement
individually warrants and represents to the parties, and HP
and Supplier warrant and represent respectively to each other,
that he/she is authorized to execute, acknowledge and deliver
this Agreement on behalf of HP or Supplier, as the case may
be, and thereby to bind the respective party to the same.
25.12 Exhibits. Each of the following Exhibits referred to in this
Agreement is incorporated in full in this Agreement wherever
reference to it is made:
EXHIBIT (A) OEM PRODUCTS AND SPECIFICATIONS
(A-1) Supplier Product Specifications
(A-2) HP Configuration Specification Document
(A-3) Packaging
(A-4) Documentation
(A-5) HP StorageWorks SDK Developers' Guide
(A-6) OEM Product [*] Requirements
EXHIBIT (B) ELIGIBLE PURCHASERS & [*]
EXHIBIT (C) PRICING AND FEES
EXHIBIT (D) SERVICE AND SUPPORT REQUIREMENTS
EXHIBIT (E) HP EQUIPMENT LOAN AGREEMENT
EXHIBIT (F) CONFIDENTIAL DISCLOSURE AGREEMENT
EXHIBIT (G) RECIPIENTS FOR RECEIPT OF NOTICES
EXHIBIT (H) HP Supplier Quality System Requirements
EXHIBIT (i) hp END USER SOFTWARE LICENSE AGREEMENT
EXHIBIT (J) [*] REQUIREMENTS
EXHIBIT (K) HP REGIONAL TRADE GUIDELINES
AGREED:
BROCADE COMMUNICATIONS HEWLETT-PACKARD COMPANY
SYSTEMS, INC.
------------------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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By:________________________ By:_______________________
Name:______________________ Name:_____________________
Title:_____________________ Title:____________________
BROCADE COMMUNICATIONS
SWITZERLAND, SARL.
By:_______________________
Name:_____________________
Title:____________________
------------------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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BROCADE / HP CONFIDENTIAL
EXHIBIT (A-1)
SUPPLIER PRODUCT SPECIFICATIONS
Note: Supplier product specifications for all OEM Products shall
immediately follow this cover page and be incorporated into this
Exhibit (A-1) by reference.
The 2 Gbit/sec Brocade SilkWorm 3900 Enterprise Fabric Switch provides
an entry point to enterprise SANs, improving availability, performance,
and manageability at an attractive price.
SILKWORM SWITCH FAMILY
SilkWorm 3900
Highlights
Increased Flexibility for Evolving SAN Requirements
- Provides 32 ports in a 1.5U enclosure along with auto-sensing
1 and 2 Gbit/sec interfaces for seamless integration with existing
fabrics
- Leverages Brocade Advanced Fabric Services to provide the
highest levels of SAN performance, security, and manageability
- Meets mission-critical availability requirements with network
resiliency, automatic data path rerouting, non-disruptive code load,
and redundant, hot-pluggable components
- Increases performance by employing Brocade Inter-Switch Link
(ISL) Trunking to create a data path with up to 8 Gbit/sec throughput
per trunk
- Provides substantial cost savings by supporting a SAN
infrastructure that increases productivity, maximizes IT resource
utilization, and reduces capital expenditures
The Brocade(R) SilkWorm(R) 3900 32-port, auto-sensing Fibre Channel
switch provides an intelligent and cost-effective solution to meet a
wide range of Storage Area Network (SAN) requirements. As the latest
addition to the Brocade 2 Gbit/sec fabric switch family, the SilkWorm
3900 is ideal for organizations that face rapidly changing storage
requirements.
With the performance capabilities of an enterprise switch and the
cost-effectiveness of a modular switch solution, the SilkWorm 3900
enables a flexible SAN infrastructure. Designed for midsize to large
storage networks, the SilkWorm 3900 enables organizations to implement
a SAN infrastructure that best meets their current needs and
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BROCADE / HP CONFIDENTIAL
expands seamlessly as their storage requirements evolve. The SilkWorm
3900 provides a complete solution for a departmental SAN fabric, as a
small core, or an edge switch extending the reach of an enterprise
core-to-edge SAN built around the Brocade SilkWorm 12000 Core Fabric
Switch (see Figure 1).
Based on a third-generation Brocade intelligent architecture, the
SilkWorm 3900 provides a highly available, scalable, and secure
foundation for SAN applications such as high-speed data backup, server
and storage consolidation, remote mirroring, and long-distance data
replication.
HIGH AVAILABILITY FOR BUSINESS CONTINUANCE
By combining the proven reliability of the SilkWorm switch family with
a wide range of hardware and software availability features--such as
seamless upgrades of switch software--the SilkWorm 3900 supports a SAN
fabric capable of delivering overall system availability greater than
99.999 percent.
The core-to-edge SAN model uses redundant fabrics, hot-pluggable
components, and multiple data paths to help ensure high availability
across the fabric. In addition, Brocade Fabric Shortest Path First
(FSPF) enables the fabric to automatically isolate problems and reroute
traffic around failed links onto alternate paths. As a result, the
SilkWorm 3900 provides a SAN infrastructure solution that is designed
to meet the most demanding business continuance requirements.
INDUSTRY-LEADING PERFORMANCE
The SilkWorm 3900 provides numerous business advantages for
organizations that want to increase application performance and
operational productivity. It can deliver up to 128 Gbit/sec of
aggregated throughput, with 32 ports capable of 2 Gbit/sec full-duplex
performance. To achieve even higher performance, organizations can use
Brocade ISL Trunking, which combines as many as four ISLs into a single
logical ISL with up to 8 Gbit/sec throughput.
Fibre Channel speed is also possible at longer distances for remote
operations. By leveraging the Brocade Extended Fabrics feature and
Dense Wave Division Multiplexing (DWDM) technology, storage networks
can span up to 100 km over Metropolitan Area Networks (MANs) at high
speed--significantly enhancing disaster recovery operations.
A DESIGN TO LEVERAGE INTELLIGENCE IN THE FABRIC
To help maximize IT investments and reduce costs, the SilkWorm 3900 is
designed to leverage the industry's only intelligent fabric services
architecture. The proven intelligence in the Brocade Fabric OS and
third-generation Brocade ASIC technology enables the high levels of
security, management, and performance required by the most demanding
SAN environments.
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BROCADE / HP CONFIDENTIAL
Organizations can utilize leading capabilities such as frame filtering
and Brocade Advanced Fabric Services to unlock the intelligence of the
Brocade SAN fabric for a variety of applications. For instance, Brocade
Advanced Zoning enables organizations to implement robust,
hardware-enforced zoning based on World Wide Name (WWN). Advanced
Performance Monitoring provides fabric-wide performance analysis to
support tasks such as load balancing and application charge-back. And
ISL Trunking provides 8 Gbit/sec throughput to support high-performance
applications.
OPEN SAN MANAGEMENT
The SilkWorm 3900 simplifies SAN management by networking core and edge
switches under a common management platform based on Brocade Fabric OS.
An embedded real-time operating system, Fabric OS includes standard
management interfaces, a full range of management tools, and a Brocade
Fabric Access API that supports third-party SAN management
applications. This open systems approach enables heterogeneous device
connectivity, automatic data routing, and a seamless upgrade path among
all SilkWorm products.
To simplify SAN administration and reduce management costs, the
SilkWorm 3900 supports the following functions:
- Simple Network Management Protocol (SNMP)-based interfaces to
access switch information
- Switch management through a command line interface, WEB TOOLS,
or Fabric Manager
- End-to-end fabric visibility through Advanced Performance
Monitoring
- Real-time health monitoring through Fabric Watch
- Third-party SAN management application development through the
Fabric Access API
SEAMLESS UPGRADES AND INVESTMENT PROTECTION
To protect existing investments, the SilkWorm 3900 provides backward
and forward compatibility with the SilkWorm family of switches. In
addition, translative mode capabilities enable legacy private loop
devices to join the Fibre Channel SAN fabric.
The SilkWorm 3900 integrates with heterogeneous environments that
include operating systems such as Windows NT, UNIX, and Linux--giving
organizations the flexibility to select storage solutions that best
match their particular needs. As a result, these organizations can more
easily implement cost-efficient and highly manageable enterprise SAN
fabrics.
HIGHER FABRIC SECURITY FOR CRITICAL INFORMATION
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BROCADE / HP CONFIDENTIAL
The SilkWorm 3900 is designed to provide the highest level of SAN
fabric security to help organizations safeguard their critical
information. For example, Brocade Zoning logically groups a SAN fabric
into secure zones to help ensure that SAN-attached devices can access
only their authorized storage resources. Advanced Zoning provides even
more control over the fabric through robust hardware-enforced zoning by
WWN. These capabilities enable organizations to simplify administration
while significantly increasing their control over data access.
MAXIMIZING SAN INVESTMENTS
Brocade and its partners offer complete SAN solutions to meet a wide
range of technology and business requirements. These solutions include
education and training, support, service, and professional services to
help optimize SAN investments. For more information, contact an
authorized Brocade sales partner or visit www.brocade.com.
Systems Architecture
Fibre Channel ports 32 universal ports (E, F, and FL)
Interoperability SilkWorm 2000, 3000, and 12000 switches
Performance Auto-sensing of 1 Gbit/sec and 2 Gbit/sec port speeds
ISL Trunking Up to four 2.125 Gbit/sec ports per trunk; up to 8.5
Gbit/sec per ISL trunk
Aggregate bandwidth 128 Gbit/sec end-to-end
Switch core Non-blocking
Fabric latency <2.1 usec. with no contention, cut-through routing
Maximum frame size 2112-byte payload
Classes of service Class 2, Class 3, Class F (inter-switch frames)
Port types FL_Port, F_Port, and E_Port; self-discovery based on switch
type
(U_Port); optional port type control
Data traffic types Fabric switches support unicast, multicast (256
groups), and broadcast
Media types Small Form-Factor Pluggable (SFP)
Laser Short-wave, long-wave, and extended long-wave
Fabric services Simple Name Server, Registered State Change
Notification (RSCN), Alias Server (multicast), and Brocade Zoning,
Advanced Zoning, Extended Fabrics, Fabric Watch, ISL Trunking, and
Remote Switch (some services are optional)
Options Redundant power supply, SFP media, and rack-mount kit
Management
Supported software Telnet, SNMP, WEB TOOLS, and Fabric Manager
(optional)
Management access 10/100 Ethernet (RJ-45), serial port
Diagnostics POST and embedded online/offline diagnostics
Mechanical Specifications
Enclosure Back-to-front airflow, power from rear
1.5U, 19-in.-EIA compliant
Page A-4
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BROCADE / HP CONFIDENTIAL
Size Depth: 58.56 cm (23.06 in) Height: 6.55 cm (2.58 in.) Width: 42.86
cm (16.87 in.)
Weight Single power supply weight: 14.33 kg (31.60 lbs) Double power
supply weight: 16.24 kg (35.80 lbs)
Mounting option Rack-mountable in standard rack; Telco-style
mid-mounting
Environment
Temperature Operating: 10(degree)C to 40(degree)C (50(degree)F to
104(degree)F) Nonoperating: -25(degree)C to 70(degree)C (-13(degree)F
to 158(degree)F)
Humidity Operating: 20% to 85% non-condensing at 40(degree)C
(104(degree)F) Nonoperating: 10% to 85% non-condensing, at 70(degree)C
(158(degree)F)
Altitude Operating: up to 3,000 m (9,800 ft) Nonoperating: up to 12 km
(40,000 ft)
Shock Operating: 80 G, 2.4ms, half-sine Nonoperating: 20 G, 11
milliseconds, half-sine wave
Vibration Operating: 0.5 G, 5-500 Hz Non-operating: 2.0 G, 5-500 Hz
Power
AC Input Nominal: 100 to 240 VAC auto-ranging; 5.0 A
Frequency 47 to 63 Hz
Figure 1. The SilkWorm 3900 provides a reliable building block for
departmental SANs and a high-performance edge switch for enterprise
core-to-edge SANs.
SILKWORM SWITCH FAMILY
FIBRE CHANNEL STANDARDS AND REVISIONS
FC-AL-2 Rev 7.0 FC-FLA Rev 2.7 FC-GS-3 Rev 7.01 FC-FG Rev 3.5
FC-FS Rev 1.7
FC-PH Rev 4.3 FC-PH-2 Rev 7.4 FC-PH-3 Rev 9.4 FC-PLDA Rev 2.1
FC-SW-2 Rev 5.4
FC-VI Rev 1.6IPFC RFC 2625
Corporate Headquarters
San Jose, CA USA
T: (408) 487-8000
info@brocade.com
European Headquarters
Geneva, Switzerland
T: +41 22 799 56 40
europe-info@brocade.com
Asia Pacific Headquarters
Page A-5
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BROCADE / HP CONFIDENTIAL
Tokyo, Japan
T: +81-3-5402-5300
apac-info@brocade.com
Latin America Headquarters
Miami, FL USA
(T): 305-716-4165
latinam-sales@brocade.com
(C) 2002 Brocade Communications Systems, Inc. All Rights Reserved.
10/02 GA-DS-454-00
Brocade, the Brocade B weave logo, and SilkWorm are registered
trademarks of Brocade Communications Systems, Inc., in the United
States and/or in other countries. All other brands, products, or
service names are or may be trademarks or service marks of, and are
used to identify products or services of their respective owners.
Notice: This document is for informational purposes only and does not
set forth any warranty, expressed or implied, concerning any equipment,
equipment feature, or service offered or to be offered by Brocade.
Brocade reserves the right to make changes to this document at any
time, without notice, and assumes no responsibility for its use. This
informational document describes features that may not be currently
available. Contact a Brocade sales office for information on feature
and product availability.
Export of technical data contained in this document may require an
export license from the United States Government.
Page A-6
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BROCADE / HP CONFIDENTIAL
EXHIBIT (A-2)
Note: HP configuration specifications for all OEM Products shall
immediately follow this cover page and be incorporated into this
Exhibit (A-2) by reference.
----------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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BROCADE / HP CONFIDENTIAL
CONFIGURATION SPECIFICATIONS
HP STORAGEWORKS CORE SWITCH
2/64
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2
[*] Revision 0 [*]
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BROCADE / HP CONFIDENTIAL
BROCADE 12000 INFORMATION
PRODUCT : hp StorageWorks Core Switch 2/64
MODEL NUMBERS:
[*] hp StorageWorks Core Switch 2/64
[*] Blade
[*] hp StorageWorks Core Switch 2/64 (w/ 32 ports)
[*]
[*] hp StorageWorks Core Switch Blade (16 port)
[*]
SUPPLIER: Brocade
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OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-3
[*] Revision 0 [*]
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BROCADE / HP CONFIDENTIAL
DOCUMENT REVISION HISTORY
------------------------------------------------------------------------------------------------------
REVISION # DATE DESCRIPTION
------------------------------------------------------------------------------------------------------
00 1/24/02 Preliminary
------------------------------------------------------------------------------------------------------
01 2/26/02 Added p/n's, agency label and button drawings
------------------------------------------------------------------------------------------------------
02 2/28/2002 Changed bar coding of FRU spec. Page 8
------------------------------------------------------------------------------------------------------
03 3/14/2002 product name change, brocade badges
------------------------------------------------------------------------------------------------------
04 3/19/02 Added FRU information & license information
------------------------------------------------------------------------------------------------------
05 3/20/02 Dropped AZ.
Removed reference to quickloop
Added 5.X Port card requirements
------------------------------------------------------------------------------------------------------
06 3/25/02 Corrected rail kit pn in 4.0 to -87903 not -87902
------------------------------------------------------------------------------------------------------
E7 3/29/02 Added contents of rack mount hw kit (BOB)
------------------------------------------------------------------------------------------------------
E8 4/9/02 CD-Rom artwork
------------------------------------------------------------------------------------------------------
E9 4/23/02 Corrected formatting issues, added pn to assy & rail kit
subcomponents.
------------------------------------------------------------------------------------------------------
E10 4/23/02 Add route.delayReroute:1
All material to be included from Brocade (Polish Doc,
Power Cord, Getting Started Guide, BOB)
------------------------------------------------------------------------------------------------------
E11 5/24/02 Included changes to make similar to pre merger Compaq model.
------------------------------------------------------------------------------------------------------
E12 5/29/02 Pre Merger Compaq team added their content
------------------------------------------------------------------------------------------------------
E13 5/30/02 Added shipping labels, Compaq part # labels, and locations
------------------------------------------------------------------------------------------------------
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Date: Configuration
5/15/2002 Specification Page A2-4
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BROCADE / HP CONFIDENTIAL
TABLE OF CONTENTS
DOCUMENT REVISION HISTORY 4
1. SCOPE OF DOCUMENT 6
2. HP'S GENERAL REQUIREMENTS 6
2.1 Bar Code Requirements 6
2.2 Power Cords 6
3.0 PURCHASED PARTS 7
4.0 SWITCH 8
4.1 Switch Configuration 8
4.2 Switch: Configuration Parameters 8
4.3 Switch: Licenses 9
4.4 Switch: Accessory Kit 9
4.5 Switch: Rack Mount Kit A6509-87903 11
4.6 Switch: Labels 12
4.7 Label Locations 14
4.8 Label: Accessory Kit 14
4.9 Label: Rack Mount Kit 14
4.10 Label: Agency 15
4.11 Switch: FRUs 15
4.12 Switch: Packaging 15
4.13 Switch: Documentation CD-ROM Artwork 18
5.0 PORT CARD 19
5.1 Port Card: Serial Label 19
5.2 Port Card Packaging: 19
5.3 Port Card Shipping Labeling: 19
6.0 Polish Enterprise Safety & Reg Info 5953-5086 20
7.0 Power Cord Retaining Clamp 24
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OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-5
[*] Revision 0 [*]
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BROCADE / HP CONFIDENTIAL
1. SCOPE OF DOCUMENT
This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:
- Part Numbering and Cross Referencing
- Configuration and revision
- Labeling
- Packaging
This document supercedes any specification described in the Supplier's Product
Specification Documentation.
2. HP'S GENERAL REQUIREMENTS
2.1 Bar Code Requirements [MSOffice3]
- The bar code symbol bar shall be Code 39 (also known as "Code 3 of
9") as specified by the AIM Uniform Symbology Specification Code
39.
- The symbol bar shall start with a minimum "Quiet Zone" of .25
inches and an asterisk "Start" character ( * in Code 39) where
applicable (no adjacent labels). The symbol shall end in the
asterisk followed again by a minimum .25 inches of "Quiet Zone".
- The bar code height shall be .125 inches (minimum).
2.2 Power Cords
Accessory kit includes a total of four power cords (2 PDU and 2 Standard
external power, see CSD for part numbers).
[MSOffice4]
Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. The power cords to be included with the 12000 switch are
manufactured by Feller US Corp., part number 20000127
----------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-6
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
3.0 PURCHASED PARTS
------------------------------------------------------------------------------------------------------------------
HP PART NUMBER / BROCADE PART
COMPAQ PART NUMBER NUMBER DESCRIPTION CONTENTS CONTENT
------------------------------------------------------------------------------------------------------------------
[*] HQ-12000- Switch, Switch A6509-70001
[*] 0001 fc 128 kit Accessory Kit A6509-87901
[*] [MSOffice5] Rack Mount Kit A6509-87903
------------------------------------------------------------------------------------------------------------------
[*] HQ-12000- Port Card Port card A6510-60001
[*] 0002 Installation Sheet (Brocade Pub # 53- A6510-96001
[*] 0000157-09)
------------------------------------------------------------------------------------------------------------------
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-7
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
4.0 SWITCH
[*]
PART NUMBER: [*]
[*]
[*]
DESCRIPTION: HP STORAGEWORKS CORE SWITCH 2/64
4.1 Switch Configuration
---------------------------------------------------------------------------------------------
ITEM DESCRIPTION (6/1) 7/26
---------------------------------------------------------------------------------------------
Chassis Color No Paint. Clear anodized aluminum. Not
Customizable
---------------------------------------------------------------------------------------------
Chassis Door (metal) Graphite, Compaq P/N 114047-064
---------------------------------------------------------------------------------------------
Chassis Door (plastic) Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
Chassis Door 2" Badge No Badge
---------------------------------------------------------------------------------------------
WWN bezel (plastic) Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
WWN Mylar label Graphite background, Opal font/accent font:"Thesis
Sans Bold" ( hp StorageWorks)
---------------------------------------------------------------------------------------------
WWN 1" Badge No Badge
---------------------------------------------------------------------------------------------
Cable Management Tray Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
Agency Certification HP customized. See Section 8.0
---------------------------------------------------------------------------------------------
Cable Pillars Included, quantity 16.
---------------------------------------------------------------------------------------------
Firmware 4.0.0a
---------------------------------------------------------------------------------------------
IP Address default 10.77.77.77
---------------------------------------------------------------------------------------------
Subnetmask 255.255.255.0
---------------------------------------------------------------------------------------------
Power Supplies Quantity 4
---------------------------------------------------------------------------------------------
Blowers Quantity 3
---------------------------------------------------------------------------------------------
4.2 Switch: Configuration Parameters
---------------------------------------------------------------------------------------------
CLI Timeout 10 minutes
---------------------------------------------------------------------------------------------
[HP Silkworm 12000 logical switch 0 and logical switch 1]
---------------------------------------------------------------------------------------------
[Configuration]
---------------------------------------------------------------------------------------------
oemLogo:1
---------------------------------------------------------------------------------------------
snmp.sysObjectID:1588.2.1.1.10
---------------------------------------------------------------------------------------------
snmp.sysObjectID.default:1588.2.1.1.10
---------------------------------------------------------------------------------------------
switch.status.policy.PowerSupplies.down 3
---------------------------------------------------------------------------------------------
thresh.alarmsfilter:1
---------------------------------------------------------------------------------------------
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-8
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
---------------------------------------------------------------------------------------------
route.delayReroute:1
---------------------------------------------------------------------------------------------
Brocade WWN
---------------------------------------------------------------------------------------------
Core PID bit set to 1
---------------------------------------------------------------------------------------------
4.3 Switch: Licenses
---------------------------------------------------------------------------------------------
LICENSES SHIPPING STATUS HP PN CPQ PN (SS, SN *) BROCADE PN
---------------------------------------------------------------------------------------------
FabricOS 4.0 Factory installed
---------------------------------------------------------------------------------------------
Adv. Webtools Factory installed HP-1200AWT-01
---------------------------------------------------------------------------------------------
Adv. Zoning Factory installed HP-1200ADZ-01
---------------------------------------------------------------------------------------------
Fabric Watch Factory installed HP-1200FWH-01
---------------------------------------------------------------------------------------------
Adv. Perf. Factory installed [*] HP-1200PRF-01
Monitoring [*]
[*]
---------------------------------------------------------------------------------------------
LUN Zoning (**) Customer option [*]
[*]
[*]
---------------------------------------------------------------------------------------------
Qkloop Fabric Customer option [*]
Assist [*]
(**) [*]
---------------------------------------------------------------------------------------------
Secure Fabric O/S Customer option [*]
(**) [*]
[*]
---------------------------------------------------------------------------------------------
ISL Trunking Customer option [*] [*] HP-1200TRK-01
[*]
[*]
---------------------------------------------------------------------------------------------
Extended Fabrics Customer option [*] [*] HP-1200EXF-01
[*]
[*]
---------------------------------------------------------------------------------------------
Remote Switch Customer option [*] [*] HP-1200RSW-01
[*]
[*]
---------------------------------------------------------------------------------------------
Repair keys None None None
---------------------------------------------------------------------------------------------
* SS = Software Salable, SN = Software Non-Salable
** Available post FRS
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-9
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
4.4 Switch: Accessory Kit
HPPN: [*] BROCADE PN: TBD
----------------------------------------------------------------------------------------------------------
HP PART NUMBER CPQ PN BROCADE PN DESCRIPTION (HPPN) QTY
----------------------------------------------------------------------------------------------------------
[*] DOCUMENTATION CD-ROM [*]
See Section 4.8
----------------------------------------------------------------------------------------------------------
[*] RBII MOUNTING HARDWARE [*]
"Bag O Bolts"
4 M5 Tinnermans (0590-2318)
4 M5 Torx screws (0515-0671)
----------------------------------------------------------------------------------------------------------
[*] Polish Enterprise Safety & Reg Info. SEE [*]
SECTION 6.0
----------------------------------------------------------------------------------------------------------
[*] Modem Setup Procedure [*]
----------------------------------------------------------------------------------------------------------
[*] SERIAL CABLE & ADAPTOR [*]
----------------------------------------------------------------------------------------------------------
[*] INSTALLATION GUIDE [*]
Note: Print on Demand item
----------------------------------------------------------------------------------------------------------
READ ME FIRST [*]
----------------------------------------------------------------------------------------------------------
58-0000006-01 POWER CORDS (C19-C20) [*]
----------------------------------------------------------------------------------------------------------
58-0000011-01 POWER CORDS (NEMA-L6-20 TWIST LOCK) [*]
----------------------------------------------------------------------------------------------------------
[*] CORD RETAINING CLAMP See section 7.0 [*]
----------------------------------------------------------------------------------------------------------
[*] CABLE GUIDE PILLAR [*]
----------------------------------------------------------------------------------------------------------
58-0000010-01 ESD WRIST STRAP [*]
----------------------------------------------------------------------------------------------------------
60-0000775-01 FABRIC MANAGER 3.02 [*]
----------------------------------------------------------------------------------------------------------
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-10
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
4.5 Switch: Rack Mount Kit [*]
DESCRIPTION QTY
ASSY, BRKT, RACK MNT, LEFT [*]
BRKT, RACK MNT, UPPER, LEFT [*]
BRKT, RACK MNT, UPPER, REAR [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK [*]
ASSY, BRKT, RACK MNT, RIGHT [*]
BRKT, RACK MNT, UPPER, RIGHT [*]
BRKT, RACK MNT, UPPER, REAR [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK [*]
ASSY, SHELF, RACK MNT, LEFT [*]
BRKT, SHELF, RACK MNT, LEFT [*]
BRKT, EIA, RACK MNT, LT [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK [*]
ASSY, SHELF, RACK MNT, RIGHT [*]
BRKT, SHELF, RACK MNT, RIGHT [*]
BRKT, EIA, RACK MNT, RT [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK [*]
ASSY, HARDWARE, RACK MNT, SW12000 [*]
SCR,10-32,5/16PFH,ST,ZC,UNDRCT, PATCHLK [*]
ASSY, HARDWARE, RACK MNT, SW6400 [*]
SCR,8-32X5/16",FHP,100 D,ST,ZNC,PATCHLOK [*]
ASSY, HARDWARE, RITTAL RACK [*]
WASHER, ALIGNMENT, RACK MNT [*]
SCR,1/4-20 X .5", PHP, PATCHLOK [*]
NUT,RETAINER,10-32 [*]
SCR,10-32X.63",PHP,SQCONESEM [*]
SCR,1/4-20X.5",PHP,SQCONESEM [*]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-11
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
4.6 Switch: Labels[MSOffice6]
LABELS
Brocade Std Product [PICTURE]
(Placement: Front
Inside Left - SFP side)
Brocade Serial [PICTURE]
Number
(Placement: Front
Inside Left - SFP side)
Compaq product label [PICTURE]
(includes 2-5-2 p/n,
6-3 p/n, s/n)
(Placement: Front
Inside Left - SFP side)
Switch HP Serial Number HP Serial Number:[*]
(Placement: Back of [PICTURE]
unit)
[*] Serial Number Format:
US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision 0. To be updated per applicable PCNs
V = Project Identifier
xxxxx = sequential numeric counter starting with 00001 and
not reset when revision level is changed.
(Note: For June 3, 02 launch use serial # block [*]. For merged
product use serial numbers block [*] onwards)
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-12
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
HP Part Number HP Part Number: [*]
Label [PICTURE]
(Placement: Back of
unit)
5x5 part number in human readable and 3x9 bar code.
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-13
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
4.7 Label Locations
[PICTURE]
4.8 Label: Accessory Kit
Description: Accessory Kit
HP Part Number: [*]
[PICTURE]
4.9 Label: Rack Mount Kit
Description: Rack mount kit for 12000 switch
HP Part Number: [*]
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-14
[*] Revision 0 [*]
<PAGE>
4.10 Label: Agency
[PICTURE]
4.11 Switch: FRUs
BROCADE PART HP REPLACEMENT HP EXCHANGE COMPAQ FRU
HP DESCRIPTION NUMBERS PART NUMBER PART NUMBER COMPAQ DESCRIPTION PART NUMBER
-------------------------------------------------------------------------------------------------------------------
Port Card HP-12000-0004 [*] SWITCH12000 PORT 283802-001
-------------------------------------------------------------------------------------------------------------------
Power Supply XHP-12000-0104 [*] PWR SPLY,SW12000,1000W 283804-001
-------------------------------------------------------------------------------------------------------------------
Blower Assembly XHP-12000-0122 [*] BLOWER,SW12000 CP 283801-001
-------------------------------------------------------------------------------------------------------------------
Rear WWN Assembly XHP-12000-0123 [*]
-------------------------------------------------------------------------------------------------------------------
CP Card XHP-12000-0103 [*] SWITCH12000 CP 283803-001
-------------------------------------------------------------------------------------------------------------------
RACK MNT KIT,SW12000,14U 283805-001
-------------------------------------------------------------------------------------------------------------------
PANEL,FILLER,PORT CARD 283806-001
-------------------------------------------------------------------------------------------------------------------
SW12000 CP PILLAR 283807-001
-------------------------------------------------------------------------------------------------------------------
4.12 Switch: Packaging
Brocade Standard Packaging for the switch
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-15
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
HP SHIPPING LABEL
[PICTURE]
COMPAQ SHIPPING LABEL
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-16
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
LABEL PLACEMENT: Add the Compaq shipping label on the same side of the shipping
crate as the HP shipping label but separated from each other (i.e. opposite
corners of the box)
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-17
[*] Revision 0 [*]
<PAGE>
4.13 Switch: Documentation CD-ROM Artwork
CD-ROM is included in the accessory kit.[MSOffice8]
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-18
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
5.0 Port Card
5.1 Port Card: Serial Label
Port Card HP Serial Number HP Serial Number:[*]
[PICTURE]
[*] Serial number format:
US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision 0. To be updated per applicable PCNs
W = Project Identifier
xxxxx = sequential numeric counter starting with 00001 and
not reset when revision level is changed.
5.2 PORT CARD: PART NUMBER LABEL (IMAGE NOT SHOWN)
5.3 Port Card Packaging:
Standard Brocade packaging.
5.4 Port Card Shipping Labeling:
Label must contain:
SHIP TO ADDRESS
DESCRIPTION
HP SERIAL NUMBER
COUNTRY OF ORIGIN
HP PURCHASE ORDER
CE MARK
GOST MARK
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-19
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
6.0 POLISH ENTERPRISE SAFETY & REG INFO 5953-5086
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-20
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-21
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-22
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-23
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
7.0 POWER CORD RETAINING CLAMP
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-24
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
8.0 INSTALLATION SHEET SHIPPED WITH PORT CARD
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-25
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-26
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-27
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-28
[*] Revision 0 [*]
<PAGE>
BROCADE / HP CONFIDENTIAL
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-29
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
EXHIBIT A-2-1
Configuration Specification
for
Brocade's 3200 Network Switch
[PICTURE]
---------------
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Brocade 3200 Configuration Specifications
Product, Model and Supplier Information
PRODUCT : hp fc switch 8B
hp fc entry switch 8B
MODEL NUMBERS:
A7346A Field Racked 8 Port 2 Gb Entry Level Network Switch
A7346AZ Factory Racked 8 Port 2 Gb Entry Level Network Switch
A7347A Field Racked 8 Port 2Gb Network Switch.
A7347AZ Factory Racked 8 Port 2Gb Network Switch
SUPPLIER: Brocade
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-2
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
DOCUMENT REVISION HISTORY
-----------------------------------------------------------------------------------------
Revision # Date Description
-----------------------------------------------------------------------------------------
01 11/29/01 Preliminary
-----------------------------------------------------------------------------------------
02 1/2/02 updated labels, added bezel graphics., cd artwork
-----------------------------------------------------------------------------------------
03 1/9/02 corrected accessory kit pn, firmware rev, added
mylar label graphics for high end switch
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-3
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Table of Contents
Document Revision History 3
1. Scope of Document 5
2. Hewlett-Packard's Product Requirements 5
2.1 Sourcing Material as Logical Units 5
2.2 Bar Code Requirements 5
2.3 Power Cords 6
3.0 NSSO Purchased Parts 6
4.0 Label - Summary 7
5.0 Serial Number Details 8
6.0 Labels 9
6.1 Part Number - Serial Number Label 9
6.2 Agency Label 9
6.3 Model Label 10
6.4 Accessory Kit Label 10
6.5 Brocade Shipping Label 10
7.0 Front Mylar Label Graphics 11
8.0 FRUs 12
9.0 CD-ROM Artwork 12
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-4
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
1. Scope of Document
This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:
- Part Numbering and Cross Referencing
- Configuration and revision
- Labeling
- Packaging
This document supercedes any specification described in the Supplier's Product
Specification Documentation.
2. Hewlett-Packard's Product Requirements
2.1 Sourcing Material as Logical Units
All material shall be sourced as individual logical units as defined in section
3. A logical unit is one that will be consumed as a single item within a single
process area or not consumed within the process area and can be set aside
without impacting the integrity of the end product. See section 3 for definition
and declaration of consumable and non-consumable material.
All logical units must be labeled ( human readable and 3x9 barcode for scanning)
with a part number, serial number (if applicable) and quantity (if shipped in
bulk). See bar code information for more details. Individual part labeling is
applicable to all parts except when individual labeling is impractical (e.g.
screws, nuts, bolts, etc.).
ESD sensitive parts and material are to be packaged and labeled per industry
standards.
Shipping cartons shall not contain mixed logical units. Each shipping carton may
contain a maximum of one purchase order line item or part number.
2.2 Bar Code Requirements
- - The bar code symbol bar shall be Code 39 (also known as "Code
3 of 9") as specified by the AIM Uniform Symbology Specification
Code 39.
- - The symbol bar shall start with a minimum "Quiet Zone" of .25
inches and an asterisk "Start" character ( * in Code 39) where
applicable (no adjacent labels). The symbol shall end in the
asterisk followed again by a minimum .25 inches of "Quiet Zone".
- - The bar code height shall be .125 inches (minimum).
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-5
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
2.3 Power Cords
Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. Because of these requirements, it is not necessary to
include power cords with the 3200 switch.
3.0 NSSO Purchased Parts
----------------------------------------------------------------------------------------------------------------
[*] MODEL NUMBER: [*]
PART NUMBER: [*] PART NUMBER: [*]
DESCRIPTION: ENTRY LEVEL DESCRIPTION: ENTERPRISE LEVEL
----------------------------------------------------------------------------------------------------------------
LICENSES
----------------------------------------------------------------------------------------------------------------
Webtools Installed at Foxconn Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
Zoning Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
Quickloop Installed at Foxconn Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
Fabric Watch Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
ISL Trunking
----------------------------------------------------------------------------------------------------------------
Perf. Monitoring
----------------------------------------------------------------------------------------------------------------
Extended Fabric
----------------------------------------------------------------------------------------------------------------
Remote Switch
----------------------------------------------------------------------------------------------------------------
HARDWARE
----------------------------------------------------------------------------------------------------------------
Accessory Kit Included. Included.
Labeled [*] (bar coded and human Labeled [*] (bar coded and human
readable) which consists of: readable) which consists of:
- - Documentation CD - - Documentation CD
- - Serial Cable - - Serial Cable
- - Rubber Feet - - Rubber feet
----------------------------------------------------------------------------------------------------------------
Rails Not Included Not Included
----------------------------------------------------------------------------------------------------------------
Power Cords Not Included Not Included
----------------------------------------------------------------------------------------------------------------
Manuals Not Included Not Included
----------------------------------------------------------------------------------------------------------------
SWITCH CONFIGURATION
----------------------------------------------------------------------------------------------------------------
Chassis Color Brocade Standard (2 Blue) Brocade Standard (2 Blue)
----------------------------------------------------------------------------------------------------------------
Bezel Color Brocade Standard (2 Blue) Brocade Standard (2 Blue)
----------------------------------------------------------------------------------------------------------------
Badge Not included Not included
----------------------------------------------------------------------------------------------------------------
Firmware 3.0.1b 3.0.1b
----------------------------------------------------------------------------------------------------------------
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-6
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
IP Address default 10.77.77.77 10.77.77.77
Subnetmask 255.255.255.0 255.255.255.0
4.0 Label - Summary
----------------------------------------------------------------------------------------------------------------
SWITCH LABEL DESCRIPTION LOCATION
----------------------------------------------------------------------------------------------------------------
Part Number- Serial HP Part Number: [*] Switch: top, media side, right
Number Label [PICTURE]
HP Serial Number: [*]
[PICTURE]
HP Part Number: [*]
[PICTURE]
HP Serial Number: [*]
[PICTURE]
Agency Details via email from Frank Sindelar Switch: bottom, centered.
Model Label [PICTURE] Switch: top, media side, left
[PICTURE]
IP address label [PICTURE] Right, front
Brocade Serial Number No change
Brocade Std Product Label Bottom, indentation
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-7
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
----------------------------------------------------------------------------------------------------------------
ACCESSORY KIT LABEL DESCRIPTION LOCATION
----------------------------------------------------------------------------------------------------------------
Accessory Kit label Accessory Kit, 2Gb 8 Port Switch Located on accessory kit box.
HP Part Number [*] Must contain:
[PICTURE]
- - Description
- - HP P/N
- - Bar code of P/N.
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
PACKAGING LABELS DESCRIPTION LOCATION
----------------------------------------------------------------------------------------------------------------
Shipping label Ship to Address Packaging: 2 labels per switch placed
Description in opposite sides of packing box in
HP Serial Number upper right corner.
Country of Origin
HP Purchase Order
Brocade PN
CE mark
GOST mark
See section 5.6
----------------------------------------------------------------------------------------------------------------
Over pack label No change Upper right corner of pallet on top of
shrink wrap
----------------------------------------------------------------------------------------------------------------
5.0 Serial Number Details
ENTRY LEVEL UNIT
[*] SERIAL NUMBER FORMAT: USB0TXXXXX
where US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision Number 0
T = HP Product Name abbreviation
XXXXX = sequential numeric counter to
start with 00001 and not reset when
revision number is changed.
PERFORMANCE UPGRADE
[*] SERIAL NUMBER FORMAT: USB0SXXXXX
where US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision Number 0
U = HP Product Name abbreviation
XXXXX = sequential numeric counter to
start with 00001 and not reset when
revision number is changed.
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-8
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
6.0 Labels
6.1 Part Number - Serial Number Label
CONTENT:
HP Part Number and Serial Number with content bar coded in 3x9 format.
Examples:
HP Part Number: [*]
[PICTURE]
HP Serial Number: [*]
[PICTURE]
HP Part Number: [*]
[PICTURE]
HP Serial Number: [*]
[PICTURE]
LOCATION:
Switch: Top, media side of unit, to the right.
6.2 Agency Label
See email from Frank Sindelar.
AGENCY LABEL PLACEMENT:
Bottom of unit, centered.
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-9
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
6.3 Model Label
CONTENT
[PICTURE]
[PICTURE]
LOCATION
Switch: Top, media side, to left of unit.
6.4 Accessory Kit Label
Accessory kit box must be labeled with the following:
- - Description: Accessory Kit, 2Gb 8 Port Switch
- - Part Number: HP Part Number [*]
- - Bar Code of part number: [PICTURE]
6.5 Brocade Shipping Label
The shipping label for [*] must contain the following fields:
- - Ship to Address
- - Description
- - HP Serial Number
- - Country of Origin
- - Purchase Order
- - Brocade Part Number
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-10
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
- - CE mark
- - GOST mark
Shipping label location
[PICTURE]
7.0 Front Mylar Label Graphics
[*]
[PICTURE]
Magnified to see text detail.
[PICTURE]
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-11
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[*]
[PICTURE]
Magnified to see detail
[PICTURE]
8.0 FRUs
------------------------------------------------------------------------------------------------------------
Description Supplier Part Number HP Replacement Part Number HP Exchange Part Number
------------------------------------------------------------------------------------------------------------
Switch tbd [*] N/A
------------------------------------------------------------------------------------------------------------
9.0 CD-ROM Artwork
NOTE: NOT APPROVED AS OF 1/2/02. FOR REFERENCE ONLY!
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-12
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[PICTURE]
---------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-1-13
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
EXHIBIT A-2-2
Configuration Specification
for
Brocade's 3800 Network Switch
[PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-1
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Brocade 3800 Configuration Specification
Product Number: hp surestore fc 1Gb/2Gb switch 16B
Model Numbers:
A7340A Field Racked 16 Port 2 Gb Base Unit
Network Switch
A7340AZ Factory Racked 16 Port 2 Gb Base Unit
Network Switch
A7340A opt 001 Field Racked 16 Port 2Gb Performance
Upgrade Network Switch.
A7340AZ opt 001 Factory Racked 16 Port 2Gb
Performance Upgrade Network Switch
Supplier: Brocade
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-2
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
DOCUMENT REVISION HISTORY
------------------------------------------------------------------------------------------------
Revision # Date Description
------------------------------------------------------------------------------------------------
01 9/5 Added FRUs
------------------------------------------------------------------------------------------------
02 9/6 Changed Serial Number format.
------------------------------------------------------------------------------------------------
03 9/21 Single part number
------------------------------------------------------------------------------------------------
04 10/4 Added label info, Updated FRUs
------------------------------------------------------------------------------------------------
05 10/5 Correct Prod # on p.10 & Noted CD P/N is wrong
------------------------------------------------------------------------------------------------
06 10/8 - Correct picture of CD-ROM artwork. Sec 8.0
- Add Hardware and Config
sections on Sec 3.0
- Change Accessory kit
description to: "Accessory
Kit, 2Gb 16 Port Switch" from
"Accessory Kit"
- Removed sec 5.0 added content
in 3.0 and 5.5
- Reworded 6.4
------------------------------------------------------------------------------------------------
07 10/10 - added base unit & perf upgrade as descriptions
- added section 6.0, bezel
graphics.
- not published on web yet.
------------------------------------------------------------------------------------------------
08 10/18 - added model number A7345A/AZ for perf. upgrade
- changed label/bezel colors to
Brocade default.
------------------------------------------------------------------------------------------------
09 10/24 - back to one model number and an option
- added rubber feet to accessory
kit
- correct CD-Rom artwork
------------------------------------------------------------------------------------------------
10 10/25 - added correct agency label. & picture on cover
------------------------------------------------------------------------------------------------
11 11/5 - Section 6.0 Correct bezel drawing.
- Section 5.4: Removed ratings
label placement on top of
bezel.
- Sec 4.0 IP address label
placement finalized.
Added FRU part numbers
------------------------------------------------------------------------------------------------
12 11/16 - fixed FRU part numbers
------------------------------------------------------------------------------------------------
13 12/7 Updated FW, bezel color and agency
label
------------------------------------------------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-3
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Table of Contents
Document Revision History 3
1. Scope of Document 5
2. Hewlett-Packard's Product Requirements 5
2.1 Sourcing Material as Logical Units 5
2.2 Bar Code Requirements 5
2.3 Power Cords 6
3.0 NSSO Purchased Parts 6
4.0 Labels 7
5.0 Labels 9
5.1 HP Serial Number Label 9
5.2 Agency Label 10
5.3 3800 Product Label 11
5.4 Rating Label 13
5.5 Accessory Kit Label 13
5.6 Brocade Shipping Label 14
6.0 Bezel Graphics 15
7.0 FRUs 16
8.0 CD-ROM Artwork 16
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-4
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
1. Scope of Document
This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:
- Part Numbering and Cross Referencing
- Configuration and revision
- Labeling
- Packaging
This document supercedes any specification described in the Supplier's Product
Specification Documentation.
2. Hewlett-Packard's Product Requirements
2.1 Sourcing Material as Logical Units
All material shall be sourced as individual logical units as defined in section
3. A logical unit is one that will be consumed as a single item within a single
process area or not consumed within the process area and can be set aside
without impacting the integrity of the end product. See section 3 for definition
and declaration of consumable and non-consumable material.
All logical units must be labeled (human readable and 3x9 barcode for scanning )
with a part number, serial number (if applicable) and quantity (if shipped in
bulk). See bar code information for more details. Individual part labeling is
applicable to all parts except when individual labeling is impractical (e.g.
screws, nuts, bolts, etc.).
ESD sensitive parts and material are to be packaged and labeled per industry
standards.
Shipping cartons shall not contain mixed logical units. Each shipping carton may
contain a maximum of one purchase order line item or part number.
2.2 Bar Code Requirements
- - The bar code symbol bar shall be Code 39 (also known as "Code
3 of 9") as specified by the AIM Uniform Symbology Specification
Code 39.
- - The symbol bar shall start with a minimum "Quiet Zone" of .25
inches and an asterisk "Start" character
( * in Code 39) where applicable (no adjacent labels). The symbol
shall end in the asterisk followed again by a minimum .25 inches of
"Quiet Zone".
- - The bar code height shall be .125 inches (minimum).
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-5
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
2.3 Power Cords
Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. Because of these requirements, it is not necessary to
include power cords with the 3200 switch.
3.0 NSSO Purchased Parts
MODEL NUMBER: [*] MODEL NUMBER: [*]
PART NUMBER: [*] PART NUMBER: [*]
DESCRIPTION: BASE UNIT DESCRIPTION: PERFORMANCE
UPGRADE
OPT 001
-----------------------------------------------------------------------------------------------------
LICENSES
-----------------------------------------------------------------------------------------------------
Webtools Enabled Enabled
-----------------------------------------------------------------------------------------------------
Zoning Enabled Enabled
-----------------------------------------------------------------------------------------------------
Quickloop Enabled Enabled
-----------------------------------------------------------------------------------------------------
Fabric Watch Enabled Enabled
-----------------------------------------------------------------------------------------------------
Trunking Enabled
-----------------------------------------------------------------------------------------------------
Perf. Monitoring Enabled
-----------------------------------------------------------------------------------------------------
Extended Fabric Enabled
-----------------------------------------------------------------------------------------------------
Remote Switch Enabled
-----------------------------------------------------------------------------------------------------
HARDWARE
-----------------------------------------------------------------------------------------------------
Accessory Kit Included with switch. Included with switch
Labeled [*] (bar coded and human Labeled [*] (bar coded and human
readable) which consists of : readable) which consists of
Documentation CD (1) Documentation CD (1)
Serial Cable (1) Serial Cable (1)
Rubber Feet (4) Rubber feet (4)
-----------------------------------------------------------------------------------------------------
Rails Not Included Not Included
-----------------------------------------------------------------------------------------------------
Power Cords Not Included Not Included
-----------------------------------------------------------------------------------------------------
Manuals Not Included Not Included
-----------------------------------------------------------------------------------------------------
SWITCH
CONFIGURATION
-----------------------------------------------------------------------------------------------------
Chassis Color Brocade Standard (2 Blue) Brocade Standard (2 Blue)
-----------------------------------------------------------------------------------------------------
Bezel Color Brocade Standard (2 Blue) Brocade Standard (2 Blue)
-----------------------------------------------------------------------------------------------------
Badge Not included Not included
-----------------------------------------------------------------------------------------------------
Firmware 3.0.1b 3.0.1b
-----------------------------------------------------------------------------------------------------
IP Address default 10.77.77.77 10.77.77.77
-----------------------------------------------------------------------------------------------------
Subnetmask 255.255.255.0 255.255.255.0
-----------------------------------------------------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-6
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
4.0 Labels
-------------------------------------------------------------------------------------------------------------
Label Description Location
-------------------------------------------------------------------------------------------------------------
Serial Number HP Format (SN and bar code) Switch: top, rear,
right dimple; centered
Base Unit:
USB0Rxxxxx for [*]
Performance Upgrade:
USB0Sxxxxx for [*]
See section 5.1 for details
-------------------------------------------------------------------------------------------------------------
Agency HP customized Switch: bottom, front in dimple;
See section 5.2 centered.
-------------------------------------------------------------------------------------------------------------
3800 Product label HP Part Number and Bar code Switch: top, rear, left dimple;
centered.
Base Unit:
[PICTURE]
Performance Upgrade
[PICTURE]
See section 5.3
-------------------------------------------------------------------------------------------------------------
Shipping label Ship to Address Packaging: 2 labels per switch
Description placed in opposite sides of packing
HP Serial Number box in upper right corner.
Revision
HP Purchase Order
Brocade PN
CE mark
GOST mark
See section 5.6
-------------------------------------------------------------------------------------------------------------
3800 P/S rating label 100-240 VAC Power Supply
2.5A Left rim.
47-63 Hz
-------------------------------------------------------------------------------------------------------------
Over pack label No change Upper right corner of pallet on top
of shrink wrap
-------------------------------------------------------------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-7
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
--------------------------------------------------------------------------------------------------------------
IP address label [PICTURE] Right front of bezel.
--------------------------------------------------------------------------------------------------------------
Front panel overlay Background: Brocade default Switch: Front of unit
label Text: Brocade default
[PICTURE]
--------------------------------------------------------------------------------------------------------------
No change
Brocade Serial [PICTURE] Switch: Vertically placed to left of
Number left power supply.
--------------------------------------------------------------------------------------------------------------
Top cover Background: Brocade default Switch: Centered in recessed area on
removal/insertion Text: Brocade default top cover of enclosure
label [PICTURE]
--------------------------------------------------------------------------------------------------------------
LED label Background: Brocade default Switch: On back of enclosure between
Text: Brocade default cooling trays
[PICTURE]
--------------------------------------------------------------------------------------------------------------
Warning label [PICTURE] Switch: Right side, towards front
between screw thread holes.
--------------------------------------------------------------------------------------------------------------
Accessory Kit label Accessory Kit, 2Gb 16 Port Switch Located on accessory kit box. Must
HP Part Number [*] contain:
[PICTURE]
- - Description
- - HP P/N
- - Bar
code of P/N.
--------------------------------------------------------------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-8
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
5.0 Labels
5.1 HP Serial Number Label
See 2.3 for more details.
BASE UNIT
A7340-63001 SERIAL NUMBER FORMAT: USB0RXXXXX
where US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision Number 0
R = HP Product Name abbreviation
XXXXX = sequential numeric counter to
start with 00001 and not reset when
revision number is changed.
PERFORMANCE UPGRADE
A7340-63004 SERIAL NUMBER FORMAT: USB0SXXXXX
where US = Country of Manufacture
B = Supplier ID, Brocade
0 = Revision Number 0
S = HP Product Name abbreviation
XXXXX = sequential numeric counter to
start with 00001 and not reset when
revision number is changed.
CONTENT:
HP Serial Number format
Bar code (3x9) of serial number
Base Unit
[PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-9
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Performance Upgrade
[PICTURE]
LOCATION:
Switch: Top, rear (power supply side) of unit, in dimple to
right of unit.
FONT: Same as HP part number label. 11 font.
5.2 Agency Label
[PICTURE]
AGENCY LABEL PLACEMENT:
Bottom of unit, media side, centered in dimple.
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-10
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[PICTURE]
5.3 3800 Product Label
HP's part number label will replace the 3800 Product Label. This label
will not necessarily use the same label size and font and content of the 3800
label. The intent is to have a label which fits in the dimple on the top rear of
the switch which fully fits in the depression and contains HP's part number and
bar code of HP's part number.
CONTENT
HP Part Number Human Readable (either [*] or [*])
Bar code (3x9) of HP part Number
Examples:
Base
[PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-11
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
Performance Upgrade
[PICTURE]
LOCATION
Switch: Top, rear (power supply slide) of unit in dimple to
left of unit.
SIZE:
2.25"(h) x 2"(w) (maximum)
FONT: 11 or equivalent.
PLACEMENT:
[PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-12
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
5.4 Rating Label
[PICTURE]
.
Label is placed approximately where shown below.
[PICTURE]
5.5 Accessory Kit Label
Accessory kit box must be labeled with the following:
- - Description: Accessory Kit, 2Gb 16
Port Switch
- - Part Number: HP Part Number [*]
- - Bar Code of part number: [PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-13
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[PICTURE]
5.6 Brocade Shipping Label
The shipping label for [*] and [*] must contain the following fields:
- - Ship to Address
- - Description
- - HP Serial Number
- - Revision
- - Country of Origin
- - Purchase Order
- - Brocade Part Number
- - CE mark
- - GOST mark
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-14
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[PICTURE]
[PICTURE]
[PICTURE] Label location
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-15
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
6.0 Bezel Graphics
[PICTURE]
Text detail:
[PICTURE]
Color: Pantone Cool Grey 2C
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-16
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
7.0 FRUs
---------------------------------------------------------------------------------------------------
HP Exchange Part
Description Supplier Part Number HP Replacement Part Number Number
---------------------------------------------------------------------------------------------------
Switch tbd [*] [*]
---------------------------------------------------------------------------------------------------
Power Supply XHP-3800-002 [*] N/A
---------------------------------------------------------------------------------------------------
Fan Module XHP-3800-003 [*] N/A
---------------------------------------------------------------------------------------------------
Chassis tbd [*] N/A
---------------------------------------------------------------------------------------------------
Motherboard tbd
---------------------------------------------------------------------------------------------------
8.0 CD-ROM Artwork
[PICTURE]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A2-2-17
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
EXHIBIT (A-3)
DELIVERY, PACKING, AND SHIPPING REQUIREMENTS
1.0 General Shipping Terms
1.1 Shipment Requirements. All Accepted Orders are to be shipped complete.
Supplier will give HP [*] notice if it learns or has reason to believe
that it cannot meet a Delivery Date or that only a portion of the
Accepted Order will be available for Delivery to meet a Delivery Date.
For partial shipments, Supplier will ship the available quantities
unless directed by HP to reschedule Delivery. If Supplier ships by a
method other than as specified in the corresponding Accepted Order,
Supplier will pay any resulting increase in the cost of shipment. HP
may utilize drop shipment options to any destination; provided that if
HP drop ships outside the country in which the Accepted Order is
placed, [*]. The failure of Supplier to comply with these shipping
requirements will be considered a material breach of the Agreement.
1.2 Right to Accept Over Shipments. If Supplier ships more Product than is
covered by the corresponding Accepted Order, the amount of the over
shipment may be either retained by HP for application against future
Orders or returned to Supplier [*], as HP may determine in its
discretion.
1.3 Meeting Delivery Dates. If Supplier delivers Product more than [*] in
advance of the Delivery Date, HP may, at its option, (i) return such
Product to Supplier at Supplier's risk and expense including, but not
limited to, any transportation, import, or export related expenses or
duties, (in which case Supplier [*] will redeliver such Product to HP
on the correct Delivery Date; or (ii) retain such Product and make
payment on the date payment would have been due based on the correct
Delivery Date. In the event that Product scheduled for delivery is
anticipated to be delivered more than [*] later than the Delivery Date,
HP may, at its discretion, require Supplier to ship and deliver such
via a different mode of transportation [*] or pursue any other remedy
available to HP, at law or in equity, consistent with the terms of this
Agreement. If Delivery occurs more than [*] in advance of the Delivery
Date, HP may either return the affected Product, or any portion
thereof, or retain same with payment with respect thereto due as though
received on the Delivery Date.
1.5 Freight Terms; Passage of Title; and Risk of Loss. Freight terms will
be negotiated by the parties from time to time during the Term. Title
to each item of Product passes from Supplier when same is [*] as
defined in Section 2.1 of the Agreement. Risk of loss of, and damage
to, each item of Product passes at Delivery.
1.6 Packing List. Each Delivery will include a packing list that satisfies
the requirements, including as to country of origin, set forth in
Article 16 and Exhibit B.
1.7 Packaging. Supplier will preserve, package, handle and pack all items
of Product so as to protect same from loss, damage, electrostatic
discharge or otherwise in conformance with good commercial practice,
Exhibit B, Specifications, Applicable Law and other applicable
standards as may be mutually agreed from time to time.
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A3-1
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
1.8 Responsibility for Damage. Supplier will select the common carrier to
be used for shipment of Product. Supplier is responsible and liable for
any loss or damage due to its failure to properly preserve, package,
handle or pack Product. Neither HP nor any Eligible Purchaser will be
required to assert any claim for such loss or damage against the common
carrier involved, nor will either be liable for any loss or damage due
to a release of chemicals or other hazardous materials to the
environment by reason of improper Delivery or Non-conforming Product.
1.9 Off-Premises Inspection. HP will have access, subject to Supplier's
security and safety requirements, to [*] to pre-inspect Product on
reasonable advance notice without prejudicing or affecting its rights
of inspection and testing upon Delivery. HP will bear its expenses of
pre-inspection, and will indemnify and hold Supplier harmless from any
damage or injury caused by HP's personnel at such facility.
1.10 Inspection. HP will inspect Product upon Delivery to verify whether HP
has received the number of boxes of Product shown on Supplier`s packing
list and to detect any visible damage or any apparent damage from
transportation to the boxes or packaging of Product. HP will promptly
notify Supplier of any such damage to the boxes or external packaging
as delivered and will make a notation on the common carrier's waybill
of such damage and/or of any shipment shortages. HP will also promptly
notify Supplier of any shortage in the number of boxes delivered.
1.11 Changes to delivery dates may only be made by HP's authorized
purchasing representatives, as specified by HP. HP may, without cost or
liability, issue Change Orders for Product quantities and schedule
dates. If any Change Order is made orally, Supplier will send HP a
written confirmation thereof within [*] of Supplier's receipt of said
Change Order and HP will provide Supplier with an Order confirming such
change within [*] of receiving Supplier's confirmation.
If Supplier does not deliver Product in accordance with an Accepted
Order or such Product does not meet the Specifications, then HP shall
have the right to receive remedies specified herein. Supplier is not
responsible for delays caused by a Delaying Cause as defined in Section
19.1. Supplier acknowledges the importance of HP receiving Product in a
timely manner.
2.0 Outbound Logistics Operational Requirements
Supplier is required to meet the following outbound logistics requirements in
order to ship products from their facility/shipping site to HP specified
destinations. Destinations will include distribution centers, third party
logistics hubs and customers (end users or resellers).
A. Customs & Legal Requirements
1. Customs Export/ Import Clearance - The Supplier will be
required to be the exporter of record for shipments leaving
the origin country or to assist HP in export clearance in the
case that HP is the exporter of record. The Supplier will be
required to assist HP in import clearance in the case that HP
is the importer of record or to be the importer of record for
shipments going into destination countries. Requirements will
vary based on shipping origin, shipping destination, financial
flow, customs regulations, and Supplier's legal registration
within origin/ destinations countries.
2. Legal Registration - The Supplier will be responsible for
obtaining appropriate registrations to legally conduct
outbound logistics as [*].
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- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A3-2
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[HEWLETT PACKARD LOGO]
B. Physical Shipping Requirements
1. Documents and Labeling - The Supplier must be able to produce
and support all required shipping documentation required to
meet customs (export and import), transportation, and customer
requirements. Specific requirements will vary based on
shipping origin, shipping destination, transportation lane,
delivery tracking, and customer. Supported documents include
the following.
- Commercial Invoice - multiple type
- International Packing list
- Bill of Lading/ Airway Bill
- Shipping labels
2. Packing and Marking - The Supplier must prepare and pack all
Products in a manner (i) that HP from time to time may
reasonably specify or, in the absence of HP's specification,
that is consistent with practices customary in the computer
component industry, (ii) necessary to meet a designated
carrier's requirements, and (iii) that conforms with the laws
and regulations of any applicable country (including, but not
limited to, the United States of America) and any applicable
subdivision thereof.
3. Palletizing - The Supplier is required to palletize products
for shipments when required based on transportation mode. The
Supplier will need to provide documented pallet specifications
for HP approval based on product dimensions. Palletizing of
products will need to be sufficient to adequately protect the
products during shipment, provide necessary security measures,
support shipment load optimization, and meet customer
requirements.
4. Carton Quality - The Supplier will be required to meet minimum
carton quality requirements. This will include, but is not
limited to, the cosmetic appearance and physical condition of
the final shipping cartons.
5. Serial Number Scanning - The Supplier will need to support
serial number scanning for product shipments requiring serial
number tracking as defined by HP. Scanned product serial
numbers will be required on shipping documentation and will
need to be systemically provided to HP or other sites as
defined within the IM requirements.
6. Additional Requirements - HP may request additional outbound
logistics requirements of the Supplier either during
implementation or post implementation. These requirements
could include, but are not limited, to the following.
- New customer requirements
- Trade laws (customs)
- Process integration and improvements
C. Security Requirements
The Supplier will be required to meet HP security requirements to
effectively minimize product damages and losses from shipment point of
origin to destination.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
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[HEWLETT PACKARD LOGO]
D. Carrier/ Freight Forwarder Requirements
1. Delivery Service Level - The Supplier will need to support HP
specified transportation modes and delivery service levels.
2. Use of HP Carriers - In the case that HP is responsible for
the outbound transportation, the Supplier will be required to
schedule shipments via specific HP carriers. Carrier
assignments will vary based on shipping origin, shipping
destination, customer, shipment size, product type, and other
factors. In the case that HP carriers need to be used, HP will
provide the Supplier a Routing Guide with routing parameters
and specific carrier preferences.
3. Carrier Scheduling - The Supplier will be responsible for
arranging carrier pick up and providing required shipment
documentation.
4. Reporting - In some cases the Supplier will be required to
support outbound logistics reporting needs beyond those
established in the IM requirements.
E. IM System Requirements
The Supplier will [*] continue to support all IM system
requirements that it supports as of the Effective Date directly
related to meeting the outbound logistics requirements as defined
in the IM system requirements ("IM Requirements"). Supplier will
use reasonable efforts to support new IM Requirements generally
implemented across HP's supply base. Outbound logistics operations
processes will be required to be automated in the areas of
producing shipping documentation and capturing and sending
logistics required information.
The Supplier will [*] support all IM system requirements directly
related to meeting the outbound logistics requirements as defined in
the IM system requirements. Outbound logistics operations processes
will be required to be automated in the areas of producing shipping
documentation and capturing and sending logistics required information.
F. Compliance & Audits
The Supplier will be required to support logistics process and IM
system audits related to the outbound logistics requirements. This
will include hosting HP Logistics personnel and providing process
details, sample documents, and [*] as requested by HP. Audit
findings and observations will be shared with the Supplier as a
means of improving logistics execution to ensure all customs and
customer requirements are successfully supported.
3.0 Duties Minimization
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THE OMITTED PORTIONS.
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[HEWLETT PACKARD LOGO]
a) Supplier will enclose a "Form A" document in every shipment to Europe
or the United States of America to comply with "General System of
Preferences" ("GSP") requirements each time this benefit can be applied
to shipments.
b) Supplier will also make [*] reasonable effort to minimize freight and
duties and keep the Product eligible for the GSP by [*].
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- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A3-5
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
EXHIBIT (A-4)
DOCUMENTATION
PRODUCT DOCUMENTATION: REPRODUCTION, MODIFICATION, AND DISTRIBUTION
Supplier will provide to HP an electronic master copy of Supplier's
standard documentation made generally available for the Products, using
the FrameMaker on an HP FTP site. It is an express condition to the
timely release of the OEM Products that all applicable documentation be
timely submitted by Supplier to HP in acceptable format and content.
Such documentation will include, but is not limited to, planning,
installation, operation, and service and user guides, as appropriate.
Supplier retains ownership of all such customized documentation
performed by Supplier. Any costs associated with the preparation of the
Supplier-customized Product documentation are set forth in this
Agreement.
Supplier shall provide HP with master copies of the documentation in
both hard copy and electronic form. Except as otherwise provided and
subject to the retention of all copyright notices and/or
confidentiality legends, HP shall have the right to modify, copy any
Supplier-supplied or Supplier-customized Product documentation for use
internally by its employees [*]. HP shall have the right to reproduce
such Product documentation from the masters supplied to it by Supplier.
HP shall provide Supplier with a copy of such reproduced Product
documentation for verification, and Supplier agrees to perform such
verification on the first version of any release within [*] of receipt
of such reproduction(s). Further, HP shall have the right to distribute
such Product documentation and software media to its Resellers and End
User Customers. Such license shall continue during the Term of this
Agreement and for [*] after the date of last shipment by HP of the
Products purchased under this Agreement. If HP introduces errors into
the Documentation, then Supplier shall have no liability for such
errors.
PRODUCT AND DOCUMENTATION
1. PRODUCT DOCUMENTATION. As stated in this Agreement, Supplier
will prepare for HP and provide standard documentation made
generally available for the Product(s)[*].
2. OTHER DOCUMENT REQUESTS.
2.1 CD Manual Files. If requested, one set of Suppliers
generally available CDs with manual text files will
be supplied [*]. Please specify the manuals and
indicate the preferred file format desired. (PDF and
FrameMaker 6 source files) Only one CD copy of each
manual may be ordered for each revision level.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A4-1
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[HEWLETT PACKARD LOGO]
2.2 Illustrations. Upon request, one master electronic
copy of each graphic used in the Manual(s) will be
provided [*] when text files of each manual are
ordered. These files will be provided in both .cdr
and .bmp formats.
-----------------
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A4-2
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
EXHIBIT (A-5)
HP OPENVIEW STORAGE AREA MANAGER
DEVELOPERS' GUIDE - SDK
This Exhibit (A-65) incorporates by reference the publication issued by HP and
generally known as "HP OpenView Storage Area Manager Developer's Guide, Edition
1200," a copy of which Supplier acknowledges receipt from HP prior to or on the
Effective Date of the Agreement.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A5-1
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
EXHIBIT (A-6)
HETEROGENEOUS SWITCH INTEROPERABILITY
During the Term of this Agreement and any extension(s) thereto, Supplier shall
use all [*] efforts to achieve switch fabric interoperability between Supplier's
switch products and applicable [*] industry standards [*]. All new switches
released by Supplier to HP intended for use as OEM HP-branded products [*].
Switches already released by Supplier before the Effective Date of this
Agreement [*].
Supplier shall retain responsibility to provide OEM Products and firmware that
comply with the [*] standards current as of the Effective Date of this Agreement
including:
[*]
[*]
[*]
Future revisions will be reviewed and adopted by Supplier as needed to maintain
competitive market viability. Supplier shall retain responsibility to provide
OEM products and firmware that are certified by [*]:
[*]
[*]
[*]
HP and Supplier will mutually establish a test plan, to be recorded in writing,
including equipment, resources required (people, etc.) and milestones/timelines
for specific supported configurations. The test plan will be designed to support
a "shift left" qualification program, where Supplier is responsible for
performing the qualification testing of the OEM products and firmware under
consideration. This qualification testing will be done at [*].
HP may verify Supplier's OEM Products and firmware as supplied for use in
HP-branded products, for [*] capability. This evaluation will be done in one or
more HP engineering laboratories, in the configurations set forth in Attachment
(A) of this Exhibit (A-6) and in mutually defined configurations substantially
derived from the baseline configurations set forth in Attachment (A) to this
Exhibit (A-6), using the above listed interoperability standards [*].
Based on HP's evaluation of the Supplier's OEM products and firmware, [*]
whether the OEM products or firmware [*]. Supplier shall use reasonable efforts
to modify its OEM products or firmware as required to fix interoperability
problems. Supplier and OEM will work together to get product to meet [*].
Supplier and HP will review current HP test results from the configurations set
forth in Attachment (A) to this Exhibit (A-6), and will mutually establish
defined configurations substantially derived from those baseline configurations
designated in Attachment (A). For purposes of Attachment (A) to this Exhibit,
"Test Equipment" shall mean "Fibre Channel Analyzer." Supplier will support
agreed-upon configurations according to the provisions of Exhibit (D) of the
Agreement.
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THE OMITTED PORTIONS.
Date: Configuration
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[HEWLETT PACKARD LOGO]
HP and the Supplier will mutually establish a communication and program
management plan to address operational issues and status updates in a timely
manner. The first joint program team meeting shall occur within [*] of the
Effective Date of this Agreement and shall include Vice President and Director
level attendees from both Supplier and HP.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page A6-2
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
ATTACHMENT (A)
[PICTURE]
-----------------
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page 1 (Attachment)
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[HEWLETT PACKARD LOGO]
EXHIBIT (B)
ELIGIBLE PURCHASERS & [*]
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[*] [*]
[*] [*]
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[*] [*]
[*] [*]
[*] [*]
[*] [*]
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[*] [*]
[*] [*]
[*] [*]
[*]
[*]
[*]
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[*]
[*]
[*]
[*]
-----------------------------------------------------
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[*]
[*]
[*]
[*]
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[*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*]
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-----------------
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page 2 (Attachment)
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
-----------------------------------------------------
[*]
-----------------------------------------------------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*]
-----------------------------------------------------
[*]
[*]
[*]
[*]
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page 3 (Attachment)
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
EXHIBIT (C)
PRICING AND FEES
Subject to the terms and conditions of the Agreement, per-unit pricing and
per-copy license fees for OEM Products and Parts made available by Supplier to
HP, as set forth in this Agreement and more particularly described in Exhibit
(A), are as set forth below.
All prices listed below are in United States Dollars (USD) and are for new OEM
Product units only. Each periodic per-unit price listed herein shall be
effective immediately upon the first day of the [*] and shall apply to all OEM
Products or Parts [*] purchased by HP during the period to which such price
applies.
NONCOMMERCIAL OEM PRODUCT UNIT COST ALLOCATION. HP and Supplier acknowledges
that non-commercial OEM Product units may be required before the intended launch
of each respective OEM Product by HP, such units to be necessary for the
staging, production, testing, qualification, and certification of final
customer-shippable OEM Product units. Such non-commercial units are to be
considered as prototype units for HP-internal use only and not made available as
commercial OEM Product units sold to end-user customers of HP.
During the term of this Agreement and upon HP's request, Supplier agrees to
provide to HP [*] noncommercial edge switch (8- and 16-port configurations)
units and [*] noncommercial core switch (32-port and higher configurations)
units for each new OEM Product (e.g., Silkworm 3200, 3800, 12000), such units to
be used by HP solely for non-commercial purposes. All such prototype units will
be provided to HP from Supplier under an Equipment Loan Agreement as represented
in Exhibit (E). The loan period for such units will have a term of [*] unless
otherwise agreed between the parties.
In the event HP requires OEM Product prototype units exceeding the above-stated
quantity to be provided by Supplier, or elects to keep loaned units past the
applicable loan period, HP may purchase such units as available from Supplier at
[*] listed below in this Exhibit (C) for the applicable OEM Product units or HP
shall return the units to Supplier. In the event Supplier does not receive the
units within the applicable loan period, Supplier may invoice HP for the [*] as
set forth in this Exhibit (C), [*] pursuant to the purchase order issued with
the order for the Non-Commercial OEM Product. Supplier will use commercially
reasonable efforts to supply OEM Product prototype units required under this
section, upon reasonable advance notice by HP of its requirement for such units.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-1
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
BROCADE OEM SOFTWARE PRODUCTS TERMS AND CONDITIONS.
OEM Product Configurations. OEM Product pricing for each OEM Product unit
purchased under this Agreement shall include licenses for all such Software as
specifically described under the respective OEM Product description below at no
additional charge.
Software License Fees. For the Term of this Agreement and any extension(s)
thereof, Supplier will provide to HP [*] all commercially available and fully
operable maintenance modifications, bug fixes, minor enhancements, and the like
that Supplier generally provides to other customers, for use in conjunction with
OEM Products provided by Supplier. Notwithstanding the foregoing, Brocade may
offer and HP may choose to purchase paid Software upgrades at mutually agreed
pricing.
Internal-use Copies. [*] per-license fees shall be due for copies of the
Software used by HP for reasonable demonstration, testing, [*] purposes.
Software Delivery. All Software provided by Supplier under this Agreement shall
be offered to HP [*] such Software is [*] made [*] to any other customer of
Supplier.
Software Licenses. All Software license OEM Products listed in this Exhibit (C)
shall include HP's right to reproduce and distribute any associated
Documentation. [*] Per Copy Fee will be due for any package item subsequently
[*].
OEM PRODUCT PRICING. Subject to the terms and conditions of the Agreement the
per-unit pricing for each OEM Product (e.g., Silkworm 2802, Silkworm 12000,
Silkworm 3900), including applicable pricing for Software and Parts made
available by Supplier to HP under this Agreement is as set forth below, and may
be amended from time to time by the Parties to provide for new OEM Products or
pricing [*].
All Parts (e.g., FRU) pricing listed below shall be effective beginning on the
Effective Date of the Agreement and shall be subject to the same [*] as for OEM
Products under this Agreement, and as set forth below. The FRU's and pricing
listed below are for purposes of servicing and supporting the OEM Products.
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-2
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
SILKWORM 12000 FC CORE SWITCH OEM PRODUCT PRICING.
SILKWORM 12000 BASE SWITCH
HP PART NUMBERS: [*]
HP PART DESCRIPTION: SilkWorm 12000 32-port Base Fibre Channel Fabric Switch
SUPPLIER MODEL NO. / DESCRIPTION: SilkWorm 12000 Base Switch unit including [*].
--------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
--------------------------------------------------------
[*] [*]
--------------------------------------------------------
[*] [*]
--------------------------------------------------------
SILKWORM 12000 16-PORT MODULES
HP PART NUMBERS: [*]
HP PART DESCRIPTION: Upgrade 16-port Auto-sensing 1-2 Gbit/second Module
SUPPLIER MODEL NO. / DESCRIPTION: SilkWorm 12000 Upgrade 16-port Auto-sensing
1-2 Gbit/second Module including all mutually agreed HP-customized
documentation, and required internal cables
--------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
--------------------------------------------------------
[*] [*]
--------------------------------------------------------
SILKWORM 12000 a la carte SOFTWARE LICENSE FEES
--------------------------------------------------------
SOFTWARE / FIRMWARE TITLE HP PURCHASE PRICE
--------------------------------------------------------
SW12000 Extended Fabrics [*]
--------------------------------------------------------
SW12000 Remote Switch [*]
--------------------------------------------------------
ISL Trunking [*]
--------------------------------------------------------
SILKWORM 12000 FRU PRODUCTS
------------------------------------------------------------------------------------------------------------
HP SERVICE FRU'S
------------------------------------------------------------------------------------------------------------
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-3
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
-----------------------------------------------------------------------------------------------------------------
DESCRIPTION REPAIR PRICING [*] [*] [*] [*]
-----------------------------------------------------------------------------------------------------------------
SW12000 Chassis FRU, includes [*] [*] [*] [*] [*]
backplane, blower backplane &
harness, AC harness (does not
include blower assys, power
supplies, WWN card, door, cable
tray)
-----------------------------------------------------------------------------------------------------------------
FRU, 16 Port Auto-Sensing 1-2 [*] [*] [*] [*] [*]
Gbit/Sec Module
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Control Processor [*] [*] [*] [*] [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Power Supply, [*] [*] [*] [*] [*]
180-264VAC, 1000W
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 rack mount kit. [*] [*] [*] [*] [*]
Includes front & rear brkts, bottom
support rack rails
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Blower Assembly [*] [*] [*] [*] [*]
(single). Includes blower, control
board, housing
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Rear WWN Bezel, LED [*] [*] [*] [*] [*]
Status Panel cosmetic trim
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 WWN board assembly [*] [*] [*] [*] [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 chassis door [*] [*] [*] [*] [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Switch card slot [*] [*] [*] [*] [*]
filler panel
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 cable management tray [*] [*] [*] [*] [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 cable management [*] [*] [*] [*] [*]
pillar (16)
-----------------------------------------------------------------------------------------------------------------
SILKWORM 3900 FC SWITCH OEM PRODUCT PRICING.
SILKWORM 3900 BASE SWITCH
HP PART NUMBERS: [*]
HP PART DESCRIPTION: hp StorageWorks SAN switch 2/32 (Basic)
SUPPLIER MODEL NO. / DESCRIPTION: SILKWORM 3900 Base Switch unit including [*].
-------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
-------------------------------------------------------
[*] [*]
-------------------------------------------------------
SILKWORM 3800 FC FABRIC SWITCH OEM PRODUCT PRICING.
SILKWORM 3800 BASE SWITCH
[*]
HP PART DESCRIPTION: HP FC 1Gb / 2Gb Switch, 16B, Basic (16-Port Fibre Channel
Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3800 Base Switch unit including [*]
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-4
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<PAGE>
[HEWLETT PACKARD LOGO]
---------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
SILKWORM 3800 EL BASE SWITCH
HP PART NUMBER: 283056-B21, DS-DSGGD-AD
HP PART DESCRIPTION: StorageWorks SAN Switch 2/16EL (16-Port Fibre Channel
Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3800 Base Switch unit including [*].
---------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
SILKWORM 3800 SWITCH ADVANCED BUNDLE
[*]
HP PART DESCRIPTION: HP FC 1Gb / 2Gb Switch, 16B, Advanced (16-Port Fibre
Channel Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 16 Port 2Gb/s Switch, [*].
---------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
ADVANCED BUNDLE - SILKWORM 3800 SWITCH
HP PART NUMBER: 287055-B21, DS-DSGGD-BA
HP PART DESCRIPTION: StorageWorks SAN Switch 2/16 (16-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 16 Port 2Gb/s Switch, [*].
---------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
---------------------------------------------------------
[*] [*]
---------------------------------------------------------
BROCADE 3800 FIBRE CHANNEL SOFTWARE OEM PRODUCT PER-COPY FEES
HP PART DESCRIPTION:
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WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-5
[*] Revision 0 [*]
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[HEWLETT PACKARD LOGO]
SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Fabric Watch Software, including applicable Documentation, Software
upgrades, technical support, and maintenance.
-------------------------------------------------
HP per-license fee: [*]
-------------------------------------------------
HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Extended Fabric Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.
-------------------------------------------------
HP per-license fee: [*]
-------------------------------------------------
HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Remote Switch Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.
-------------------------------------------------
HP per-license fee: [*]
-------------------------------------------------
HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade ISL Trunking Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.
-------------------------------------------------
HP per-license fee: [*]
-------------------------------------------------
HP PART DESCRIPTION
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Advanced Performance Monitoring
Software, including applicable Documentation, Software upgrades, technical
support, and maintenance.
-------------------------------------------------
HP per-license fee: [*]
-------------------------------------------------
SILKWORM 3200 BASE FC SWITCH OEM PRODUCT PRICING.
SILKWORM 3200 BASE FC SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: HP FC 1Gb/2Gb Entry Switch, (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Base Switch unit including [*].
-------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
-------------------------------------------------------
[*] [*]
-------------------------------------------------------
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- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-6
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
-------------------------------------------------
[*] [*]
-------------------------------------------------
[*] [*]
-------------------------------------------------
[*] [*]
-------------------------------------------------
SILKWORM 3200 EL BASE FC SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: StorageWorks SAN Switch 2/8 EL (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Base Switch unit including [*].
--------------------------------------------------------
TIME PERIOD HP PURCHASE PRICE
--------------------------------------------------------
[*] [*]
--------------------------------------------------------
SILKWORM 3200 ENTRY BASE SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: HPFC 1Gb/2Gb Entry Switch (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Entry Switch unit including [*]
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TIME PERIOD HP PURCHASE PRICE
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[*] [*]
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[*] [*]
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[*] [*]
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[*] [*]
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BROCADE SILKWORM 3200 ENTRY SWITCH UPGRADE
[*]
HP PART DESCRIPTION:HP Entry Switch 8B Fabric Upg License
SUPPLIER MODEL NO. / DESCRIPTION: Upgrade from Entry 3200 to Base Switch 3200
[*].
--------------------------------------------------------
HP per-license fee: [*]
--------------------------------------------------------
BROCADE FABRIC SOFTWARE OEM PRODUCT PER-COPY FEES.
HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Zoning Software, including applicable Documentation, Software upgrades,
technical support, and maintenance.
--------------------------------------------------------
HP per-license fee: [*]
--------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-7
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
BROCADE FABRIC MANAGER SOFTWARE OEM PRODUCT PRICING
BROCADE FABRIC MANAGER SOFTWARE
HP PART DESCRIPTION: [*]
SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Fabric Manager Software, including applicable Documentation, Software
upgrades, technical support, and maintenance.
-------------------------------------------------------
SOFTWARE / FIRMWARE TITLE HP PURCHASE PRICE
-------------------------------------------------------
Fabric Manager 3.0 [*]
-------------------------------------------------------
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-8
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
GENERAL FRU OEM PRODUCT PRICING.
(SCHEDULE OF SPARES - PRE-MERGER HP)
PART NUM DESCRIPTION STD MGMT COST
[*] Power Supply Module [*]
[*] Blower Assembly [*]
[*] WWN Assembly [*]
[*] Control Processor Card [*]
[*] Chassis [*]
[*] Control Processor Card [*]
[*] (out of warranty repair) [*]
[*] 16 Port Card [*]
[*] 16 Port Card [*]
[*] (out of warranty repair) [*]
[*] 2GB 16 PT SW [*]
[*] BD 2GB 16PT SW [*]
[*] PS 2GB 16 PT SW [*]
[*] Fan 2GB 16 PT SW [*]
[*] CH 2GB 16 PT SW [*]
[*] 2GB 16 PT SW [*]
[*] BD 2GB 16PT SW [*]
[*] License Key INSTR. [*]
[*] ISL CABLES [*]
[*] 2250 SWITCH [*]
[*] 2GB 8 PT SW [*]
[*] 2GB 8 PT SW [*]
[*] BROCADE SERIAL CABLE [*]
[*] CHASSIS W/ MAINBOARD [*]
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-9
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
GENERAL FRU OEM PRODUCT PRICING.
(SCHEDULE OF SPARES - PRE-MERGER COMPAQ)
-----------------
- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Date: Configuration
5/15/2002 Specification Page C-10
[*] Revision 0 [*]
<PAGE>
[HEWLETT PACKARD LOGO]
[PICTURE]
SCHEDULE OF SPARES
ATTACHMENT III
BROCADE HP COMPAQ COMPAQ COMPAQ / HP
MFG P/N ORDERING P/N 5-5 P/N 2-5-2 P/N 6-3 P/N REV. PRODUCT NAME
CURRENT PURCHASED
PRODUCT - SW2000
Storage Works
80-0000363-05 CQ-2040-0000 N/A DS-DSGGC-AA 176219-B21 B01 SAN Switch 8-EL
Storage Works
80-0000466-07 CQ-2250-0000 N/A DS-DSGGC-AB 212776-B21 B01 SAN Switch 16-EL
Storage Works
80-0000308-06 CQ-2401-0002 N/A DS-DSGGB-AA 158222-B21 B01 SAN Switch 8
80-0000289-11 HP-2401-0000 A5625-62002 N/A N/A
Storage Works
80-0000453-05 CQ-2801-0002 N/A DS-DSGGB-AB 158223-B21 B01 SAN Switch 16
80-0000350-08 HP-2802-0001 A5624-60003 N/A N/A
Storage Works
80-0000556-03 CQ-6400-0000 N/A DS-DSGGS-AB 230617-B21 B01 SAN Switch Integrated/64
80-0000648-01 HP-6400-0000 A7326-62001 N/A N/A
Storage Works
80-0000478-04 CQ-6432-0000 N/A DS-DSGGS-AA 230616-B21 B01 SAN Switch Integrated/32
CURRENT PURCHASED
PRODUCT - SW3000
Storage Works
80-0000766-03 CQ-3200-0000 N/A DS-DSGGD-AC 258707-B21 A01 SAN Switch 2/8-EL
80-0000767-02 HP-3200-0000 A7346-63001 N/A N/A hp surestore fc 1Gb/2Gb Switch 8b
80-0000769-02 HP-3200-0001 A7347-63001 N/A N/A hp surestore fc 1Gb/2Gb Switch 8b
Storage Works
80-0000821-02 CQ-3602-0000 N/A DS-DSGGD-AD 283056-B21 A01 SAN Switch 2/16-EL
Storage Works
80-0000858-02 CQ-3802-0000 N/A DS-DSGGD-BA 287055-B21 A01 SAN Switch 2/16
80-0000599-04 HP-3802-0000 A7340-63001 N/A N/A hp surestore fc 1Gb/2Gb Switch 16b
DS-DSGGD-AB 240603-B21 A01 Storage Works SAN Switch 2/32
80-0000611-04 HP-3802-0001 A7340-63004 N/A N/A hp surestore fc 1Gb/2Gb Switch 16b
CURRENT PURCHASED PRODUCT - SW12000
Storage Works
80-0000989-01 HQ-12000-0001 A6509-63001 DS-DSGGE-AB 254508-B21 A01 SAN Core Switch 2/64
Storage Works
SAN Core Switch Blade
80-0000992-01 HQ-12000-0002 A6510-60001 DS-DSGGE-AU 286352-B21 A01 16-port, 2Gb
FRUs / OPTIONS - SW2000
80-0000403-03 XCQ-000014 N/A 29-34646-01 159661-001 A02 8 PORT M/B
80-0000307-06 XHP-000021 N/A N/A
80-0000310-01 XCQ-000015 N/A 29-34647-01 159662-001 A01 8 PORT FAN TRAY
80-0000306-01 XHP-000008 N/A N/A
60-0000055-01 XCQ-000016 N/A 29-34648-01 159663-001 A01 PWRSPLY
80-0000771-01 XHP-000010 N/A N/A
80-0000309-01 XCQ-000017 N/A 29-34649-01 159664-001 A01 8 PORT CHASSIS
80-0000624-01 XHP-2400-0001 A5625-60001 N/A N/A
80-0000451-01 XCQ-000018 N/A 29-34651-01 159666-001 A01 16 PORT FAN TRAY
80-0000302-01 XHP-000013 N/A N/A
80-0000454-03 XCQ-000019 N/A 29-34650-01 159665-001 A02 16 PORT M/B
80-0000301-04 XHP-000012 N/A N/A
60-0000118-01 XCQ-000020 N/A 3X-H7603-AA 160407-B21 A01 PWRSPY OPTION
80-0000452-01 XCQ-000021 N/A 29-34652-01 159667-001 A01 16 PORT CHASSIS
80-0000303-03 XHP-000014 N/A N/A
80-0000625-01 XHP-2800-0001 N/A N/A
80-0000340-01 XCQ-000023 N/A 30-56154-01 188851-B21 SERIAL CABLE
80-0000340-01 XCQ-000023 N/A 29-34690-01 195401-001 SERIAL CABLE
80-0000470-01 XHP-000027 N/A N/A
Storage Works
80-0000364-05 XCQ-000024 N/A 29-34683-01 177615-001 A01 SAN Switch 8-EL
Storage Works
80-0000467-06 XCQ-000025 N/A 29-34823-01 222093-001 A01 SAN Switch 16-EL
80-0000555-01 XCQ-000026 N/A 29-34898-01 239018-001 A01 ISL CABLE
80-0000563-01 XCQ-000029 N/A 29-34899-01 239019-001 A01 ISL CABLE
80-0000620-01 XCQ-2040-0001 N/A N/A N/A
80-0000623-01 XCQ-2250-0001 N/A N/A N/A
80-0000621-01 XCQ-2400-0001 N/A N/A N/A
80-0000622-01 XCQ-2800-0001 N/A N/A N/A
80-0000652-01 XHP-6400-0002 A7326-70001 N/A N/A
80-0000649-01 XHP-6400-0006 A7345-67001 N/A N/A
80-0000653-01 XHP-6400-0003 A7345-67002 N/A N/A
80-0000651-01 XHP-6400-0001 A7326-87901 N/A N/A
80-0000655-01 XHP-6400-0005 A7326-44002 N/A N/A
80-0000654-01 XHP-6400-0004 A7326-67003 N/A N/A
FRUs / OPTIONS - SW3000
80-0000908-02 XCQ-3200-0001 N/A N/A 287700-001 SPS-SWITCH, FIBRE CHNL, 8-EL
80-0000779-02 XHP-3200-0000 A7346-67001 N/A N/A
80-0000877-01 XCQ-3200-0002 N/A N/A 287900-001
80-0000822-02 XCQ-3600-0001 N/A N/A 287699-001 SPS-BD,SYSTEM, 16-EL
80-0000731-04 XHP-3800-0005 A7340-67001 N/A N/A
XHP-3800-0006 A7340-67006 N/A N/A
80-0000672-04 XCQ-3800-0001 N/A 29-34922-01 257544-001 SPS-BD,SYSTEM
80-0000612-03 XHP-3800-0001 A7340-67002 N/A N/A
80-0000673-01 XCQ-3800-0002 N/A 29-34923-01 257545-001 SPS-FAN
80-0000633-02 XHP-3800-0003 A7340-67004 N/A N/A
80-0000674-01 XCQ-3800-0003 N/A 3X-H7604-AA 260255-B21 SPS-PWR-SPY OPTION
80-0000675-01 XCQ-3800-0004 N/A 29-34924-01 257546-001 SPS-PWR-SPY
80-0000632-02 XHP-3800-0002 A7340-67003 N/A N/A
80-0000852-01 XCQ-3800-0005 N/A 29-34931-01 278672-001 SPS-RACK MOUNT KIT, 1"
FRUs / OPTIONS - SW12000
80-0000843-xx XCQ-12000-0001 N/A N/A 283802-001 SPS-BD, SWITCH12000 PORT
80-0000844-xx XCQ-12000-0002 N/A N/A 283803-001 SPS-BD, SWITCH12000 CP
80-0000845-xx XCQ-12000-0003 N/A N/A 283804-001 SPS-PWR SPLY, SW12000,1000W
80-0000846-xx XCQ-12000-0004 N/A N/A 283805-001 SPS-RACK MNT KIT, SW12000, 14U
80-0000847-xx XCQ-12000-0005 N/A N/A 283801-001 SPS-BLOWER, SW12000 CP
80-0000848-xx XCQ-12000-0006 N/A N/A 283806-001 SPS-PANEL,FILLER,PORT CARD
80-0000849-xx XCQ-12000-0007 N/A N/A 283807-001 SPS-CA,SW12000 CP PILLAR
OPTIONAL SOFTWARE / PAPER PACKS - SW2000
53-0000013-01 BX-RKERA-XE SAN Switch
60-0000142-01 CQ-200032-01 N/A QB-65AAA-SA 166601-001 A01 Remote Switch
53-0000238-01 BX-RR78A-XE SAN Switch
80-0000748-01 CQ-228001-01 N/A QM-6SYAA-AA 257653-B21 Fabric Watch
53-0000237-01 BX-RR7CA-XE SAN Switch
80-0000747-01 CQ-228002-01 N/A QM-6SZAA-AA 257655-B21 Extended Fabric
53-0000056-01 BX-RNUSA-XE SAN Switch
60-0000330-01 CQ-228005-01 N/A QM-6KAAA-AB 207104-B21 A01 Multi E-port Upgrade
OPTIONAL SOFTWARE / PAPER PACKS - SW3000
53-0000305-01 BX-RTABA-XE SAN Switch 2/8-EL
80-0001036-01 CQ-3200FLF-01 N/A QB-6XKAA-MA 288250-B21 Full Fabric Upgrade
53-0000264-01 BX-RTADA-XE SAN Switch 2/16-EL
80-0000850-01 CQ-3600FLF-01 N/A QB-6X3AA-MA 288162-B21 Full Fabric Upgrade
53-0000225-01 BX-RR7RA-XE SAN Switch 2/16
80-0000688-01 CQ-3800EXF-01 N/A QB-6SZAB-SA 262868-B21 Extended Fabric
HP-3800EXF-01 N/A N/A
HP-380REXF-01 N/A N/A
53-0000226-01 BX-RR7ZA-XE SAN Switch 2/16
80-0000687-01 CQ-3800FWH-01 N/A QB-6SYAB-SA 262864-B21 Fabric Watch
53-0000234-01 BX-RR7VA-XE SAN Switch 2/16
80-0000746-01 CQ-3800PRF-01 N/A QB-6TZAA-SA 262870-B21 Advanced Performance Monitoring
HP-3800PRF-01 N/A N/A
HP-380RPRF-01 N/A N/A
53-0000223-01 BX-RR8AA-XE SAN Switch 2/16
80-0000722-01 CQ-3800PRM-01 N/A QB-6U1AA-SA 262874-B21 Performance Bundle
53-0000236-01 BX-RR7MA-XE SAN Switch 2/16
80-0000744-01 CQ-3800QLP-01 N/A QB-6TYAA-SA 262866-B21 Quickloop Fabric Assist
53-0000235-01 BX-RR83A-XE SAN Switch 2/16
80-0000745-01 CQ-3800TRK-01 N/A QB-6U0AA-SA 262872-B21 ISL Trunking
HP-3800TRK-01 N/A N/A
HP-380RTRK-01 N/A N/A
80-0000758-01 HP-3800ENU-01 N/A N/A
HP-3800RSW-01 N/A N/A
HP-380RRSW-01 N/A N/A
OPTIONAL SOFTWARE / PAPER PACKS - SW12000
BX-RSWKA-XE SAN Core Switch 2/64
53-0000288-01 CQ-1200EXF-01 N/A QB-6X5AA-SA 288140-B21 Extended Fabric
SAN Core Switch 2/64
53-0000289-01 CQ-1200RSW-01 N/A QB-6X7AA-SA 288148-B21 Remote Switch
BX-RSWPA-XE SAN Core Switch 2/64
53-0000287-01 CQ-1200TRK-01 N/A QB-6X6AA-SA 288144-B21 ISL Trunking
FW BROCADE DOC COMPAQ DOC STANDARD
BROCADE HP BROCADE DESCRIPTION LEVEL KIT P/N KIT P/N COST
MFG P/N ORDERING P/N 5-5 P/N
CURRENT PURCHASED
PRODUCT - SW2000
Eclipse2040
80-0000363-05 CQ-2040-0000 N/A Entry Fabric, WT, Z, Docs, 2.6.0c 60-0000378-05 QB-6KAAA-SA,
Serial Cable Midas 2250 Rev. 2.0
Full Fabric, WT,Z, Docs,
80-0000466-07 CQ-2250-0000 N/A Serial Cable, Rack Mount
Kit 2.6.0c 60-0000436-04 QB-6MBAA-SA,
SilkWorm2400 Rev. 2.0
1PS, WT,Z,QL,F, Docs, 2.6.0c 60-0000122-06 QB-6F9AB-SA,
Serial Cable Rev. 3.0
80-0000308-06 CQ-2401-0002 N/A SilkWorm2400
8 port, 1 G, WT, QL, Z, FW 2.4.1 N/A
80-0000289-11 HP-2401-0000 A5625-62002 SilkWorm2800
1PS, WT,Z,QL,F, Docs, 2.6.0c 60-0000123-06 QB-6F9AC-SA,
Fan Tray Handles Rev. 3.0 [*]
SilkWorm2800
80-0000453-05 CQ-2801-0002 N/A 2PS, 16 port, 1 G, WT, 2.4.1 N/A
QL, Z, FW
80-0000350-08 HP-2802-0001 A5624-60003 SilkWorm 6400 2.6.0c 60-0000475-03 QB-6QKAA-SA,
Fabric, WT, Z, (FW, v2.2 Rev. 2.0
licenses)
SilkWorm 6400
80-0000556-03 CQ-6400-0000 N/A 64 port, FOS, WT, Z, WL., FW N/A
Starbase 6432
80-0000648-01 HP-6400-0000 A7326-62001 Fabric, WT, Z, (FW, v2.2 2.6.0c 60-0000475-03 QB-6QKAA-SA,
licenses) Rev. 2.0
SilkWorm 3200
80-0000478-04 CQ-6432-0000 N/A 4-switch Fabric, AWT, AZ, 3.0.2c 60-0000705-01 QB-6X3AA-SA,
Rack Mount Kit Rev. 1.0
80-0000478-04 CQ-6432-0000 N/A SilkWorm 3200
8 port, 2 G, WT, QL, 3.0.1b N/A
CURRENT PURCHASED Single E-port
PRODUCT - SW3000 8 port, 2 G, WT, QL, Z, FW 3.0.1b N/A
SilkWorm 3200
80-0000766-03 CQ-3200-0000 N/A 8 port, 2 G, WT, QL, Z, FW 3.0.2c 60-0000701-01 QB-6XKAA-SA,
Rev. 1.0
80-0000767-02 HP-3200-0000 A7346-63001 SilkWorm 3600
4-switch Fabric, AWT, AZ,
Rack Mount Kit
80-0000769-02 HP-3200-0001 A7347-63001 SilkWorm 3800 (2 3.0.2a 60-0001635-01 QC-6U2AA-SA,
power supplies) Rev. 1.0
Fabric, AWT, AZ
80-0000821-02 CQ-3602-0000 N/A Rack Mount Kit
80-0000858-02 CQ-3802-0000 N/A SilkWorm 3800 (2 power
supplies) 16 port, 2 G, WT, 3.0.1b N/A
QL, Z, FW
80-0000599-04 HP-3802-0000 A7340-63001 SilkWorm 3900 (2
power supplies) 32 port, 2 G, 4.0.2 N/A
WT, QL, Z, FW
80-0000611-04 HP-3802-0001 A7340-63004 SilkWorm 3800 (2 power 3.0.1b N/A
supplies)
CURRENT PURCHASED PRODUCT - SW12000 16 port, 2 G, WT, QL, Z, FW,
ISLT, PM, EXF, RSW
72-0000014-02
80-0000989-01 HQ-12000-0001 A6509-63001 SilkWorm 12000, 32-port 53-0000278-02
Config, Fabric, AWT, AZ, 53-0000277-01
FW, PM, 53-0000285-01
Rack Mount Kit 4.0.0a 53-0000284-01 QB-6X4AA-SA,
Rev. 1.0
80-0000992-01 HQ-12000-0002 A6510-60001 SilkWorm 12000, 16-port
Blade,
Fabric, AWT,AZ 4.0.0a N/A N/A
FRUs / OPTIONS - SW2000
80-0000403-03 XCQ-000014 N/A 2400 Mainboard Tray 2.1.9m N/A N/A [*]
80-0000307-06 XHP-000021 HP,FRU,CHS,W/MB,NO FAN, 2.4.1 N/A N/A
SW2400T
80-0000310-01 XCQ-000015 N/A 2400 Fan Tray -- N/A N/A [*]
80-0000306-01 XHP-000008 HP,FRU,FAN TRAY,SW2400T -- N/A N/A
60-0000055-01 XCQ-000016 N/A Power Supply FRU -- N/A N/A [*]
80-0000771-01 XHP-000010 HP,FRU,P/S ASM,SW2000 -- N/A N/A
80-0000309-01 XCQ-000017 N/A 2400 Chassis -- N/A N/A [*]
80-0000624-01 XHP-2400-0001 A5625-60001 2400 Accessory Tray -- N/A N/A
80-0000451-01 XCQ-000018 N/A 2800 Fan Tray -- N/A N/A [*]
80-0000302-01 XHP-000013 HP,FRU,FAN TRAY,SW2800T -- N/A N/A
80-0000454-03 XCQ-000019 N/A 2800 Mainboard Tray 2.1.9m N/A N/A [*]
80-0000301-04 XHP-000012 HP,FRU,M/B W/TRAY SW2800T 2.4.1 N/A N/A
60-0000118-01 XCQ-000020 N/A Power Supply Option -- 60-0000124-01 QC-6F9AC-GZ, [*]
Rev. 2.2
80-0000452-01 XCQ-000021 N/A 2800 Chassis/Dsply/ Touchpad -- N/A N/A [*]
80-0000303-03 XHP-000014 HP,FRU,CHS,DSPLY,KYPD,SW2800T -- N/A N/A
80-0000625-01 XHP-2800-0001 2800 Accessory Tray -- N/A N/A
80-0000340-01 XCQ-000023 N/A Serial Cable Option -- N/A N/A
80-0000340-01 XCQ-000023 N/A Serial Cable FRU -- N/A N/A [*]
80-0000470-01 XHP-000027 HP,FRU,SERIAL,CABLE,
RJ45 / ADPTR -- N/A N/A
80-0000364-05 XCQ-000024 N/A Eclipse 2040 FRU 2.1.9m N/A N/A [*]
80-0000467-06 XCQ-000025 N/A Midas 2250 FRU 2.1.9m N/A N/A [*]
80-0000555-01 XCQ-000026 N/A ISL FRU (1M) -- N/A N/A [*]
80-0000563-01 XCQ-000029 N/A ISL FRU (0.75M) -- N/A N/A [*]
80-0000620-01 XCQ-2040-0001 N/A FRU Accessory Kit, CQ-2040 -- N/A N/A
80-0000623-01 XCQ-2250-0001 N/A FRU Accessory Kit, CQ-2250 -- N/A N/A
80-0000621-01 XCQ-2400-0001 N/A FRU Accessory Kit, CQ-2401 -- N/A N/A
80-0000622-01 XCQ-2800-0001 N/A FRU Accessory Kit, CQ-2801 -- N/A N/A
6400 Accessory Door
(MUST ship with 6400
80-0000652-01 XHP-6400-0002 A7326-70001 switch) -- N/A N/A
80-0000649-01 XHP-6400-0006 A7345-67001 6400 2250 Switch FRU 2.4.1 N/A N/A
80-0000653-01 XHP-6400-0003 A7345-67002 6400 ISL Cable Kit -- N/A N/A
80-0000651-01 XHP-6400-0001 A7326-87901 6400 Rack Mount Kit -- N/A N/A
80-0000655-01 XHP-6400-0005 A7326-44002 6400 Packaging FRU -- N/A N/A
80-0000654-01 XHP-6400-0004 A7326-67003 6400 CD/Docs ( $ per 25) --
FRUs / OPTIONS - SW3000
80-0000908-02 XCQ-3200-0001 N/A 3200 Switch FRU 3.0.2c N/A N/A [*]
80-0000779-02 XHP-3200-0000 A7346-67001 8 port, single e port
switch fru 3.0.1b N/A N/A
80-0000877-01 XCQ-3200-0002 N/A 3200 Fixed Rack Mount Kit -- N/A N/A
80-0000822-02 XCQ-3600-0001 N/A 3600 Mainboard FRU 3.0.2c N/A N/A [*]
80-0000731-04 XHP-3800-0005 A7340-67001 3800 Switch FRU 3.0.1b N/A N/A
3800 Chassis w/wiring
harness - Special
XHP-3800-0006 A7340-67006 Order, Min 10 -- N/A N/A
80-0000672-04 XCQ-3800-0001 N/A 3800 Mainboard FRU 3.0.2a N/A N/A [*]
80-0000612-03 XHP-3800-0001 A7340-67002 3800 Tray w/MB 3.0.1b N/A N/A
80-0000673-01 XCQ-3800-0002 N/A 3x00 Fan FRU -- N/A N/A [*]
80-0000633-02 XHP-3800-0003 A7340-67004 3800 Fan -- N/A N/A
80-0000674-01 XCQ-3800-0003 N/A 3800 Power Supply Option -- N/A N/A
80-0000675-01 XCQ-3800-0004 N/A 3x00 Power Supply FRU -- N/A N/A [*]
80-0000632-02 XHP-3800-0002 A7340-67003 3800 Power Supply -- N/A N/A
80-0000852-01 XCQ-3800-0005 N/A 3x00 Rack Mount Kit -- N/A N/A [*]
FRUs / OPTIONS - SW12000
80-0000843-xx XCQ-12000-0001 N/A 12000 FRU, PORT CARD 4.0.0 N/A N/A [*]
80-0000844-xx XCQ-12000-0002 N/A 12000 FRU, CP CARD -- N/A N/A [*]
80-0000845-xx XCQ-12000-0003 N/A 12000 FRU, P/S, 180-264VAC,
1000W -- N/A N/A [*]
80-0000846-xx XCQ-12000-0004 N/A 12000 FRU, RACK MOUNT
KIT, 14U -- N/A N/A [*]
80-0000847-xx XCQ-12000-0005 N/A 12000 FRU, BLOWER ASSY -- N/A N/A [*]
80-0000848-xx XCQ-12000-0006 N/A 12000 FRU, PORT CARD
SLOT FILLER PNL -- N/A N/A [*]
80-0000849-xx XCQ-12000-0007 N/A 12000 FRU, CABLE MGT PILLAR -- N/A N/A [*]
OPTIONAL SOFTWARE / PAPER PACKS - SW2000
53-0000013-01
60-0000142-01 CQ-200032-01 N/A Remote Switch License Pak 2.1.x N/A N/A
53-0000238-01
80-0000748-01 CQ-228001-01 N/A Fabric Watch Pak (SW2000) 2.6 N/A N/A
53-0000237-01
80-0000747-01 CQ-228002-01 N/A Extended Fabric Pak (SW2000) 2.6 N/A N/A
53-0000056-01
60-0000330-01 CQ-228005-01 N/A Multi E-port Upgrade
License Pak 2.6 N/A N/A
OPTIONAL SOFTWARE / PAPER PACKS - SW3000
53-0000305-01
80-0001036-01 CQ-3200FLF-01 N/A Full Fabric (eliminates
4-switch limit) 3.x N/A N/A
53-0000264-01
80-0000850-01 CQ-3600FLF-01 N/A Full Fabric (eliminates
4-switch limit) 3.x N/A N/A
53-0000225-01
80-0000688-01 CQ-3800EXF-01 N/A Extended Fabric Pak (SW3800) 3.x N/A N/A
HP-3800EXF-01 SW, Extended Fabric 3.x N/A N/A
HP-380REXF-01 SW, Repair key,
Extended Fabric 3.x N/A N/A
53-0000226-01
80-0000687-01 CQ-3800FWH-01 N/A Fabric Watch Pak (SW3800) 3.x N/A N/A
53-0000234-01
80-0000746-01 CQ-3800PRF-01 N/A Advanced Performance
Monitoring (SW3800) 3.x N/A N/A
HP-3800PRF-01 SW, Performance Monitoring 3.x N/A N/A
HP-380RPRF-01 SW, Repair key, Performance
Monitoring 3.x N/A N/A
53-0000223-01 Performance Bundle (SW3800,
includes FW, APM,T)
80-0000722-01 CQ-3800PRM-01 N/A 3.x N/A N/A
53-0000236-01
80-0000744-01 CQ-3800QLP-01 N/A QuickLoop Fabric
Assist (SW3800) 3.x N/A N/A
53-0000235-01
80-0000745-01 CQ-3800TRK-01 N/A ISL Trunking (SW3800) 3.x N/A N/A
HP-3800TRK-01 SW, Trunking 3.x N/A N/A
HP-380RTRK-01 SW, Repair key, Trunking 3.x N/A N/A
80-0000758-01 HP-3800ENU-01 SW, BASE to ADV. Upgrade 3.x N/A N/A
HP-3800RSW-01 SW, Remote Switch 3.x N/A N/A
HP-380RRSW-01 SW, Repair key, Remote
Switch 3.x N/A N/A
OPTIONAL SOFTWARE / PAPER PACKS - SW12000
53-0000288-01 CQ-1200EXF-01 N/A Extended Fabric Pak (SW12000) 4.x N/A N/A
53-0000289-01 CQ-1200RSW-01 N/A Remote Switch License Pak
(SW12000) 4.x N/A N/A
53-0000287-01 CQ-1200TRK-01 N/A ISL Trunking (SW12000) 4.x N/A N/A
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EXHIBIT (D)
MAINTENANCE AND SUPPORT
1. GENERAL TERMS.
1.1. SCOPE: Supplier will provide maintenance and support services
to HP as specified in these Support Terms to allow HP to
provide effective service to end-user customers ("Customers")
of the Product. Unless otherwise agreed, HP will serve as the
primary support contact with Customers, and Supplier shall
have no direct end-user customer support obligations except as
otherwise provided herein. The obligations of each party are
specified below. In case of any conflict with the agreement
which contains this Maintenance and Support Exhibit
("Agreement"), the terms of this Maintenance and Support
Exhibit will take precedence for clarification of support
obligations, but will not otherwise modify the Agreement.
1.2. DEFINITIONS: The following capitalized terms will have these
meanings when used in these Support Terms:
1.2.1. "ACTION PLAN" means the initial plan to be created
and implemented by Supplier in response to an HP
Problem Resolution or Escalation request. At a
minimum, the Action Plan must contain the following:
1. Problem Statement;
2. List of all key HP and Supplier contacts and
their managers;
3. Actions to be taken;
4. Purpose and desired result for each action;
5. Expected completion time; and
6. Contingencies or alternatives if desired results
are not achieved.
1.2.2. "ESCALATION" is the process described in ARTICLE 4
below through which HP declares that a Customer
situation requires immediate action. Under this
process, the nature and severity of the problem is
raised in each party's organization and additional
resources are allocated as specified in these Support
Terms toward solving the problem.
1.2.3. "FIX" means a change in a Product that removes a
problem in that product. A Fix must be designed and
tested so that it can be distributed to all
Customers. A Fix may be temporary or permanent. A
temporary Fix may be a patch or bug fix that
temporarily modifies a Product or any software in the
product without rebuilding that product. A permanent
Fix provides a permanent solution to the problem,
agreed upon by both HP and the Supplier.
1.2.4. "PROBLEM RESOLUTION" is the process described in
Article 3 below through which HP submits a Request
for Technical Assistance to notify Supplier when a
problem (such as a fault or defect) is suspected in a
Product. Under this process, HP confirms the problem
diagnosis with Supplier, and the parties cooperate to
resolve the problem.
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1.2.5. "SUPPORT INFORMATION" means Product Service
Information and a Knowledge Data Base of known
problems related to Supplier's support of Products.
1.2.6. "STATUS UPDATE" means Supplier's summary of the
problem, describing the possible cause and the
incremental work to be performed to reach resolution,
including the Action Plan and the availability date
of a Fix.
1.2.7. "TECHNICAL ASSISTANCE" is the process described in
Article 2 below through which HP obtains assistance
from Supplier in the support of Customers. Technical
Assistance includes the exchange of information, such
as product configuration, product operation, or other
necessary answers or assistance to support questions.
1.2.8. "TRACKING SYSTEM" means an electronic database to be
maintained by the parties for updating and
communicating information pertaining to Service
Requests, Technical Assistance, Problem Resolution
and Escalation. The particular type of Tracking
System will be mutually determined, as more
particularly described in Section 1.7 below.
1.2.9. "WORKAROUND" means a temporary solution or temporary
Fix that restores operational capability for the
Product, without severely compromising the
performance of that product, until a permanent Fix is
available. A Workaround can be a change in the
configuration or a change in Customer documentation.
1.2.10. "PRODUCTS" means the products listed in Exhibit (A)
of the Agreement to which this Exhibit is attached,
including all related Documentation, Software
licenses and media, Parts, and other deliverables
provided pursuant to the Agreement.
1.3. GENERAL OBLIGATIONS. Each party agrees to the following
general terms:
1.3.1. For each Product, Supplier will provide a product
support plan incorporating HP's support planning
processes and support recommendations.
1.3.2. Unless expressly authorized under these Support
Terms, neither party will commit resources of the
other to Customers.
1.3.3. Both parties will provide such information to each
other as is needed to implement these Support Terms,
subject to the confidentiality and licensing
provisions of this Agreement. Unless otherwise
specified, all such information will be used by the
other party solely for its internal use to fulfill
its obligations under these Support Terms.
1.3.4. When either party makes changes to its support
policies and procedures that may affect its ability
to support Customers or the other party under these
terms, the party making the changes will inform the
other party's Strategic Support Contact listed in
Section 1.5 below of such changes in accordance with
the procedures described in these Support Terms.
1.3.5. HP may [*]. Nothing in these Support Terms prohibits
either party from independently supporting the other
party's products; provided that each party
acknowledges that, except as expressly granted
hereunder or in the Software License Agreement, no
licenses are
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granted to the other to use that party's confidential
technical information or other intellectual property.
1.3.6. HP requires verification of Supplier's
replacement/repair process for FRUs and Products.
Upon the Effective Date of this Agreement, Supplier
will promptly provide a FRU replacement and repair
plan of sufficient detail to HP's reasonable
satisfaction. The number of times a FRU is repaired
[*] [*] [*].
1.4. STRATEGIC AND TECHNICAL SUPPORT CONTACTS. Supplier and HP have
each designated in Appendix I a Strategic Support Contact and
a Technical Support Contact, which may be one and the same
person. The Strategic Support Contacts will be the focal
points for general relationship and process issues and will be
responsible for managing the overall relationship of the
parties. The Technical Support Contacts will be the focal
points for Customer technical issues, including Technical
Assistance, Problem Resolution and Escalation. Technical and
Strategic Support Contacts may be changed at any time upon
written notice to the other party.
1.5. STATUS REVIEW MEETINGS. Supplier and HP Strategic Support
Contacts or their designees will meet on a regular basis for
the purpose of reviewing the effectiveness of their support
relationship, suggesting changes, implementing improvements
and sharing technical information. Meetings will take place at
least [*] in the [*] year of the Agreement, and at least [*]
thereafter.
1.6. COMMUNICATIONS BETWEEN PARTIES. Any support-related
communications required or permitted to be given under these
Support Terms will be made by telephone, or by electronic mail
("e-mail") in a standard format agreed to by the parties, to
the appropriate contact.
1.7. PROBLEM TRACKING SYSTEM. The parties agree to implement and
maintain a problem tracking database (the "Tracking System")
for inputting, accessing and updating information on Requests
for Technical Assistance, Problem Resolution and Escalation.
[*] prioritization of the Problem Tracking System.
1.8. RESPONSE TIMES. Supplier [*] respond to HP requests for
Technical Assistance, Problem Resolution and Escalation as
soon as possible after receipt of the request, but in no event
later than the response times specified in Appendix II to
these Support Terms, in accordance with the problem
classification listings in that Appendix.
2. TECHNICAL ASSISTANCE.
2.1. HP REQUEST FOR TECHNICAL ASSISTANCE.
2.1.1. When making a request for Technical Assistance, HP
will provide the following information to Supplier:
(a) description of the situation; (b) the HP assigned
call classification and the HP identification number;
and (c) the call back phone number if different from
the Technical Support Contact phone number listed in
Appendix I.
1. COLLECT THE FOLLOWING INFORMATION FOR
ANALYSIS:
- Switch trace, log file, or data dump
using Brocade's SUPPORTSHOW and
COREDUMP Utilities.
- Finisar trace (strongly recommended)
Xyratec okay.
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2. PROVIDE INFORMATION FOR BROCADE TO BE ABLE
TO REPRODUCE THE PROBLEM: Step-by-step
procedure(s) used to recreate the problem,
if possible.
3. SYSTEM CONFIGURATION INFORMATION:
- HOST : All OS platforms and versions;
HBA type and driver version
- HOST Applications: List
- Storage: Disk or tape subsystem type
(i.e: RAID, JBOD, public, private,
DLT, etc.), manufacturer and firmware
version.
- Storage management software and
applications
- Switch topology: Describe the network
configuration. Provide SAN diagram if
possible.
- Is the switch in a cascaded or meshed
environment?
- How many switches are in the
configuration? Of what types?
- How are the switches zoned?
- Are there parallel fabrics? Dual host,
storage connections
- Are there any third-party switches
linked in the fabric?
- Are there any arbitrated loop devices
connected?
- Are any bridges, gateways, or routers
connected? To what?
2.1.2. Effective as of the date of first customer shipment
of the Product, Supplier will make its Technical
Support Contacts available to receive Technical
Assistance requests from HP through the supplier's
designated toll-free telephone number, _____________,
designated e-mail address, ___________, or designated
web site, __________. The supplier shall provide
technical support to HP Support as set forth in this
Agreement [*].
2.1.3. Supplier will take all necessary steps to resolve the
Technical Assistance request and provide HP with the
resolution and all available information as soon as
it is available but no later than the response times
specified in Appendix II.
2.1.4. HP agrees that the support engineers that contact
Supplier for Technical Assistance have previously
received a substantial level of training on the
Product.
2.2. TECHNICAL ASSISTANCE RECORDS. Supplier will keep a record of
all Technical Assistance requests in Supplier's Tracking
System and update their current status. As soon as possible
after final resolution, Supplier will input a detailed
description of the Technical Assistance request and resolution
in Supplier's Tracking System.
2.2.1. TECHNICAL ASSISTANCE RECORDS WILL INCLUDE, AT A
MINIMUM, THE FOLLOWING INFORMATION:
1. HP call identification number and Supplier call
tracking number.
2. Date of initial call to the supplier.
3. Names of call participants.
4. Times and dates of subsequent calls to HP.
5. Model, version and serial number of Product(s)
involved; and version of operating system
involved.
6. Problem Description (Symptoms) as provided by HP.
7. Root Cause(s) as provided by the supplier
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8. Recommended Corrective Action(s) Alternatives and
Priorities (Steps taken to diagnose and remedy
the problem.) provided by the supplier.
9. Any Action Plan(s) required for follow-up or
resolution.
10. Date of resolution.
2.3. CLOSING TECHNICAL ASSISTANCE REQUEST. After a Technical
Assistance request is resolved and the resolution information
is communicated to HP and documented in the Tracking System,
HP will contact Supplier to close the request.
2.4. [*] TECHNICAL ASSISTANCE REPORT. The Supplier will provide a
[*] technical report covering all problems received from HP
during the current [*], all problems still open from previous
[*] including the original date forwarded to the Supplier,
current status of each problem, categorization of problems and
resolutions, and problem metrics including average response
time and number of escalations. Note: Problems include both
Problem Resolution Requests (paragraph 3) and Escalations
(paragraph 4).
3. PROBLEM RESOLUTION.
3.1. Requesting Problem Resolution Service
3.1.1. HP will receive defect reports, inquiries and problem
calls about Products from HP's Customers. If HP is
unable to resolve a problem after Technical
Assistance and after reasonable efforts, HP may
provide Supplier a Request for Technical Assistance.
3.1.2. When making a Request for Technical Assistance, HP
will provide the following information in addition to
the HP-provided information as identified and listed
in Section 2.1.1 & 2.2.1 above:
1. Description of diagnostic work performed and data
collected by HP.
2. Action being requested (e.g. remedying or
assisting in isolating the fault)
3. Problem classification pursuant to the
definitions in Appendix II.
3.2. PROBLEM RESOLUTION PROCESS
3.2.1. After Supplier receives a Request for Technical
Assistance, it will acknowledge receipt and then
acknowledge HP's diagnosis of the problem. When it is
mutually deemed necessary, Supplier will make [*]
contact may be established. Supplier will recommend
appropriate corrective action(s) on the Request for
Technical Assistance to resolve the problem as soon
as possible, but in no event later than the response
times specified in Appendix II, according to the
classification of the problem.
3.2.2. In the event that neither HP nor Supplier is able to
isolate and resolve a Critical or Serious situation,
HP may request that Supplier assist HP in dialing
into the Customer's system directly to assist HP in
analyzing and troubleshooting the problem. Supplier
will provide [*]. HP will provide Supplier access
through telnet or web tools. If the problem is
mutually deemed to require Supplier [*].
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3.2.3. Supplier will provide an Action Plan within the
response times listed in Appendix II,; based on HP's
classification of the problem. An Action Plan may
require Supplier to: (a) reprioritize its other
activities in order to meet the commitment to solve a
Customer problem; (b) increase resources to address
the problem; (c) assist HP with remote dial into a
Customer system for direct observation; (d) assist HP
with [*] analysis.
3.2.4. Supplier will notify HP upon resolution of the
problem: or upon the availability of a Fix or
Workaround. If a permanent resolution cannot be
achieved within the response times specified in
Appendix II, Supplier will notify HP of any
modification to the original Action Plan and the
anticipated availability of a permanent problem
resolution.
3.2.5. Supplier will enter in the Supplier's Tracking System
all Status Updates, Action Plans and other
communications requested by HP's Technical Support
Contact.. Supplier may request additional information
from the HP Technical Support Contact in order to
meet the response times specified in Appendix II.
3.3. PROBLEM RESOLUTION RECORDS
3.3.1. Supplier will keep records of all Requests for
Technical Assistance in the Supplier's Tracking
System and update their current status. Supplier will
also be responsible for accessing, reviewing, and
updating defect information related to the Products.
The Supplier will provide a weekly report as
referenced in paragraph 2.4.
3.3.2. Problem Resolution records will include, at a
minimum, the items listed in Sections 2.1.1, 2.2.1,
and 3.1.2 above along with the following information:
1. Summary of the problem as finally diagnosed.
2. Detailed description of the root causes and
symptoms.
3. Actions taken to resolve the situation.
4. Date of Problem Resolution request and final
resolution.
5. Likelihood of problem recurring and recommended
action in the event of a recurrence.
6. Supplier and HP Service Request numbers for cross
reference purposes.
7. Fix or Workaround implemented and how and when
available.
8. Tests performed on the Fix or Workaround.
9. If only temporary Fix or Workaround is available,
the Action Plan for Permanent Fix.
3.4. PROBLEM RESOLUTION RESOURCES
3.4.1. Supplier will maintain technical resources (hardware,
software, and personnel) adequate to [*]. These
resources may be allocated on a provisional basis for
the purpose of new product testing and qualification.
If a problem resolution requires the assembly of a
storage network configuration then [*] in order to
optimize support of the problem resolution process.
This reassignment shall be made without impact to the
problem resolution schedule.
3.4.2. In the case where the technical resources needed to
support the problem resolution process are also
allocated to new product development, if these
resources are needed for
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the purpose of problem resolution then this
reassignment shall be made without impact to any
product development schedules.
3.5. CLOSING PROBLEM RESOLUTION REQUEST:
3.5.1. After problem resolution has been communicated to HP
and verified by agreement of HP and the Customer, HP
will notify Supplier that HP is closing the Problem
Resolution and Request for Technical Assistance.
4. ESCALATION.
4.1. REQUESTING AN ESCALATION
4.1.1. If HP determines that additional attention and extra
resources from Supplier are needed to resolve a
Customer situation or to assist an HP engineer
on-site, HP may request an Escalation. Supplier will
cooperate with HP by following the Escalation
procedures set forth below.
4.1.2. WHEN REQUESTING ESCALATION, in addition to the
HP-provided information required under Problem
Resolution in Sections 2.1.1, 2.2.1, and 3.1.2 above,
HP will provide:
1. Caller's location.
2. Any currently installed Fixes or Workarounds.
3. Reason for escalation.
4. Steps taken to resolve problem.
5. Any Requests for Problem Resolution issued with
respect to the problem.
4.2. RESPONSE TO ESCALATIONS Supplier will continue to cooperate
with HP until the Escalation is resolved, or until HP and
Supplier mutually agree that all reasonable means of
resolution have been exhausted. Effective as of the date of
first customer shipment, Supplier will respond to an
Escalation from HP [*].
4.3. ESCALATION PROCESS HP's Technical Support Contact may contact
Supplier's Technical Support Contact to request Escalation. HP
will follow-up by e-mail with any additional information
available at the time. Supplier will have primary
responsibility to resolve the Escalation, and when mutually
deemed necessary, Supplier will make Supplier's [*] may be
established. If Problem Resolution Service Requests are
produced as a result of the Escalation, the procedure defined
above for Problem Resolution must be followed.
4.4. [*] EXECUTIVE SUPPORT FOR ESCALATION PROCESS
4.4.1. Supplier shall make available an executive
representative for participation in Escalation cases.
The supplier's executive shall be prepared to support
HP in any customer discussions related to the
Escalation. This support shall include communication
to the customer of the supplier's plans and schedule
for resolution of the problem.
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4.4.2. This support may include, [*], one or more [*] for
the purpose of meeting with customer technical and
executive personnel. [*].
4.5. ESCALATION RECORDS
4.5.1. Supplier will keep a record of all Escalation
requests in the Supplier's Tracking System and update
their current status.
4.5.2. ESCALATION RECORDS WILL INCLUDE, AT A MINIMUM, THE
ITEMS LISTED IN SECTION 3.3.2 ABOVE ALONG WITH THE
FOLLOWING INFORMATION:
1. Date of initial call for Escalation.
2. Names of individuals participating in the call.
3. Dates of subsequent calls to HP technical
support.
4. Steps taken to diagnose and remedy the problem.
5. Any Action Plan(s) required for follow-up or
resolution.
6. Date of final resolution.
4.6. THE ROLE OF TECHNICAL SUPPORT CONTACT DURING ESCALATIONS The
Supplier's Technical Support Contact will prepare an Action
Plan as quickly as possible but not to exceed [*] after
initial request for Escalation. This Action Plan may be
modified by mutual agreement of the parties.
4.7. MONITOR PHASE. A Monitor Phase may be implemented by HP to
evaluate the situation over a period of time to verify that
the problem has been resolved to the Customer's satisfaction.
The Monitor Phase starts after a resolution is provided to the
Customer. When the problem has been resolved to the Customer's
satisfaction, the Monitor Phase is terminated and the
Escalation is closed by HP. Both HP and Supplier will
coordinate monitoring activities. HP will determine the length
of the Monitor Phase.
CLOSING AN ESCALATION. When HP and the Customer agree that the
problem has been resolved satisfactorily or the situation no
longer requires Escalation, the Escalation will be closed by
HP at the end of the Monitor Phase. The Tracking System will
then be updated as necessary by Supplier to record the results
of the Monitor Phase, including any actions taken, results of
those actions, likelihood of problem reoccurrence and
recommended future actions.
5. OPERATIONAL PROVISIONS
5.1. Delivery. Supplier will ship FRU Parts ("Spares") from, and
accept returns shipped to locations agreed by HP and Supplier
as specified on RMA. Supplier will promptly ship Spares and
repair materials returned from HP. Unless HP requests a later
date, lead-time for Spares will not exceed [*] and lead-time
to repair returned Spares will not exceed [*] from receipt of
materials. If any returned materials are damaged and not
repairable, Supplier will notify HP within [*] of receipt for
disposition such as scrap at Supplier's location or return to
HP.
5.2. Priority Delivery. If HP is experiencing a critical support
situation, Supplier will use its [*] efforts to ship [*].
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5.3. RMA Procedure. HP will request an RMA# prior to return of any
material to Supplier. HP will provide quantity, serial numbers
and the HP part numbers of materials to be returned. Supplier
will provide the RMA# within [*]. HP will continue with
prescreen process already in place and make reasonable efforts
to implement this process world wide. Where the prescreen
process is not in place HP will not have to [*] or take any
actions other than those expressly provided for in this
Support Exhibit D prior to return of product. HP will provide
on returned material RMA#'s on shipping cartons . Supplier
will promptly advise HP the quantities of in warranty and out
of warranty materials returned. Supplier will provide a
website for RMA requests.
5.4. Term of Availability. Supplier will provide repair Services
during the "Term of Availability". The Term of Availability,
for each Spare, is a period of time continuing for (i) a
minimum of [*] after the date of the last Shipment Date by
supplier to [*] [*] of each OEM product unit from the date the
product, which is the Spare supports, has an EOL date
announced by Supplier and (ii) (ii) which ends upon written
notification from Supplier. Supplier's notification,
discontinuing support, must provide at least [*] notice to HP
and identify the Spares affected. Supplier will support HP's
order for "last buy" quantities made during the Term of
Availability. Unless expressly agreed to in this Service and
= Support Exhibit, HP will provide [*]. Supplier is
responsible, based on its knowledge of the Product, to meet
its obligations under the Term of Availability, unless HP
assistance or obligation is expressly agreed to in this
Support Agreement.
5.5. Pricing. Purchase prices for Spares and repair Services are
identified in the Schedule of Spares as set forth in Exhibit
(C) (Pricing). Pricing will be negotiated to reflect changes
in prices Supplier charges HP for the Products that the Spares
support. Pricing will be reviewed with Supplier on [*]
intervals and may participate in pricing reviews as specified
in the attached Exhibit. Pricing changes are subject to mutual
agreement and must be documented in writing. [*] will be added
for out of warranty products. Supplier is responsible to pay,
and all prices include, [*] on in warranty products. [*].
5.6. Non-Repairable Spares Warranty Recovery. Supplier will provide
a Spare, or provide a similar Spare on a newer product that
meets all HP system requirement parameters, and is backward
and forward compatible as a replacement (actual part replaced
will be mutually agreed upon)
5.7. [*] Pricing. Supplier will maintain [*] pricing for HP as per
the terms and conditions agreed to in section 4, and exhibit C
of the agreement. At any time during the Term of Availability,
HP may notify Supplier that HP has received [*] [*] [*] [*]
[*]. If within [*] of the date of such notice Supplier does
not [*] to be [*] than the [*], [*].
5.8. Rights and Assistance to Repair. In the event of an uncured
breach by Supplier of this Agreement as defined in Sections
20.2 (3), (4), and (5) that causes a cessation in the supply
of Spares or repair services to HP (and such cessation is not
due to a force majeure event as described in Article (19)),
Supplier [*] Products for HP customers. [*] Supplier will
provide HP, within [*] of HP's request: [*] reasonable
assistance as HP may require. [*] materials as required to
effect the purposes of this section. This [*] commercially
available third party software and HP must purchase any such
third party software.
5.9. Quality. Supplier agrees to maintain the ability to track
multiple returns associated with the same product and provide
HP with reports as requested. Spares will be new or be
refurbished to the latest mandatory revision to meet all
applicable electrical, mechanical, firmware and cosmetic
specifications and engineering documentation, including the
replacement of damaged or missing non-functioning parts. Upon
request by HP, Supplier will provide information reasonably
needed by HP to understand quality
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and reliability issues such as failure analysis data,
reliability testing data, inspection histories, and
specifications as well as provide access to facilities and
repair processes.
5.10. Third Party Repair Services. HP may use a third party to
manage aspects of its repair processes. Upon HP's request and
subject to satisfactory credit approval by Supplier, Supplier
will provide HP's third party repair center with the same
support, under substantially the same business terms, it
provides to HP (with certain terms excluded as appropriate[*]
[*]). Supplier understands the repair center purchases are for
HP's benefit and agrees HP may work directly with Supplier to
take advantage of [*] rights that Supplier provides HP in this
Agreement including this Support Exhibit.
5.11. Supplier Management Program. Supplier agrees to participate in
HP's Supplier Management Program and meet with HP at HP's
offices, as requested up to [*], in order to review Supplier's
performance, establish performance metrics to drive continuous
improvements, and discuss other areas of mutual concern.
5.12. Spares (FRU) Return / Sellback. In accordance with section 6
of the agreement HP may [*] Spares purchased in the previous
[*] [*] to Supplier. Spares subject to this [*] [*] provision
will be [*] product package.
5.13. Survival. In the event the Agreement terminates for any reason
except for HP's breach which is [*] and remains uncured after
[*] written notice, then, this Maintenance and Support Exhibit
along with all referenced exhibits and articles will continue
as a standalone contract through the end of the Term of
Availability and Agreement terms, that may be applicable to
service and support, will be incorporated into and made a part
of this surviving Maintenance and Support Exhibit. Agreement
terms applicable to support include, without limitation: [*]
and general terms. In case of conflict, the original
Maintenance and Support Exhibit terms will take precedence
over the incorporated terms.
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APPENDIX I
STRATEGIC AND TECHNICAL SUPPORT CONTACTS
INITIAL CALLS FOR BROCADE'S TECHNICAL ASSISTANCE NEED TO GO THROUGH:
PHONE:
EMAIL:
THE FOLLOWING PERSONS ARE DESIGNATED TO SERVE AS STRATEGIC SUPPORT CONTACTS:
SUPPLIER: HP:
NAME: NAME: Frank Patrone
NSS Switch Engineering Group
[*]
[*]
[*]
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APPENDIX II
RESPONSE TIMES
ACKNOWLEDGE
HP FIX, OR PERMANENT FIX INITIAL ACTION
CALL/PROBLEM PROBLEM RECEIPT; PLAN/STATUS WORKAROUND OR LONG TERM ACTION
CLASSIFICATION ENGINEER ASSIGNED UPDATE TO HP FOR A PERMANENT FIX
-----------------------------------------------------------------------------------------------------------------
ESCALATION/BCS* [*] [*] [*] [*]
[*]
CRITICAL/PRIORITY 1 [*] [*] [*] [*]
[*]
SERIOUS/PRIORITY 2 [*] [*] [*] [*]
MEDIUM/PRIORITY 3 [*] [*] [*] [*]
LOW/PRIORITY 4 [*] [*] [*] [*]
*BCS = Business Continuity Service
CLASSIFICATION OF PROBLEM SITUATION.
ESCALATION/BCS: Product situation requiring immediate additional action by HP
and SUPPLIER because the problem has not been satisfactorily
resolved through normal response channels This situation is
defined by HP and can only be declared to Supplier by HP after
HP standard support escalation procedure.
CRITICAL: Emergency situation in which the Product is not usable,
produces incorrect results, loses information or data, or
fails catastrophically in response to internal errors, user
errors or incorrect input files.
SERIOUS: Detrimental or serious situation in which there is a severe
impact on use or performance of the Product. A Serious
situation may occur when, for example, a Product experiences
one or more inoperable commands or functions that degrades its
usability.
MEDIUM: Inconvenient situation in which the Product is usable but does
not provide a function in the most convenient or expeditious
manner, but use of the Product suffers little or no
significant impact.
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LOW: Noticeable situation in which the use of the Product is
affected in some way that is correctable by a temporary
documentation change or Workaround to be permanently corrected
in the next scheduled release.
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EXHIBIT (E)
HP EQUIPMENT LOAN AGREEMENT
THIS HP EQUIPMENT LOAN AGREEMENT ("Equipment Loan Agreement") is made [date],
(the "Effective Date") by and between Hewlett-Packard Company ("HP") and
[SUPPLIER NAME HERE] (SUPPLIER) as follows:
1. LOAN. HP hereby loans to SUPPLIER, for the applicable Term, the HP-owned
equipment, which may consist of hardware and software (collectively, "HP
Equipment") described in the HP Equipment Schedule attached as Attachment
(A). HP may, from time to time, add, upgrade, or remove HP Equipment from
SUPPLIER's site during the Term. All HP Equipment received by SUPPLIER
during the Term shall be described in an amended HP Equipment Schedule
signed by SUPPLIER and appended to this Equipment Loan Agreement. SUPPLIER
agrees, by its receipt of HP Equipment, that all HP Equipment is subject to
the provisions of this Equipment Loan Agreement.
2. TERM. This Equipment Loan Agreement shall be for a Term of twelve (12)
months after the Effective Date (the "Term") of this Agreement, unless
earlier terminated by HP or SUPPLIER upon thirty (30) days written notice
to the other. HP may in writing extend the Term, or establish a separate
Term with respect to particular items of HP Equipment.
3. USE. SUPPLIER may use the HP Equipment solely for testing and developing
OEM Products under this Agreement. SUPPLIER shall not move any HP Equipment
from the location set forth in the HP Equipment Schedule without the prior
written consent of HP. SUPPLIER's right to use the HP Equipment is
non-transferable. SUPPLIER assumes all risk for the use of the HP
Equipment.
4. SOFTWARE. All software provided with the HP Equipment or for test and
development of the OEM Products shall be licensed under the then current HP
Software License Terms, the current form of which is attached as Attachment
(B). The type of license to use for any particular software is stated in
the HP Equipment Schedule.
5. OWNERSHIP. HP retains all right, title, and ownership to the HP Equipment,
unless any such HP Equipment is purchased by SUPPLIER. SUPPLIER hereby
nominates and appoints HP as its attorney-in-fact for the sole purpose of
executing on SUPPLIER's behalf UCC-1 financing statements (and any
appropriate amendments thereto) under the provisions of the Uniform
Commercial Code for the HP Equipment loaned to SUPPLIER hereunder. If
requested by HP, SUPPLIER shall affix any label or marking supplied by HP
evidencing HP's ownership of the HP Equipment. HP may, from time to time,
inspect the HP Equipment. SUPPLIER shall not encumber the HP Equipment in
any manner.
6. WARRANTY DISCLAIMER. ALL HP EQUIPMENT IS FURNISHED "AS IS", WITHOUT
WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. SUPPLIER understands that some newly manufactured HP Equipment may
contain remanufactured parts equivalent to new in performance.
7. MAINTENANCE. During the Term, SUPPLIER will maintain all HP Equipment in
good operating order and condition. All maintenance must be provided by
personnel authorized by HP. HP will provide standard support and
maintenance for the HP Equipment [*] to SUPPLIER during the Term; however,
all [*] costs and [*] due to
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[*] shall be borne by [*]. SUPPLIER shall be responsible for providing HP
personnel ready and safe access to the HP Equipment for such maintenance
and support.
8. RISK OF LOSS. SUPPLIER shall bear all risk of loss with respect to the HP
Equipment from receipt thereof until such HP Equipment is returned to HP.
All HP Equipment returned to HP must include the same components as
received by SUPPLIER, and must be in good operating order and condition.
Charges may be imposed by HP if SUPPLIER fails to return the HP Equipment
in such condition or within the return timeframe set forth herein.
9. SHIPPING COSTS. Unless otherwise agreed in writing by [*] shall be
responsible for and pay all [*] and [*] charges, all [*] and [*], and all
other [*] costs and expenses with respect to the delivery or return of any
HP Equipment hereunder.
10. LIMITATION OF LIABILITY. HP SHALL NOT BE LIABLE FOR ANY [*] OR [*] DAMAGES,
WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF
THIS EQUIPMENT LOAN AGREEMENT OR SUPPLIER'S USE OF THE HP EQUIPMENT.
11. TERMINATION. Upon expiration or earlier termination of the Term, SUPPLIER
shall (i) return to HP all HP Equipment within [*], or (ii) purchase the HP
Equipment pursuant to Section 12 below. In the event that SUPPLIER fails to
return the HP Equipment to HP upon expiration of the Term within such [*]
period, SUPPLIER shall be deemed to have elected to purchase the HP
Equipment, and HP will invoice SUPPLIER accordingly.
12. PURCHASE OPTION. Upon expiration of the Term, SUPPLIER may elect to
purchase the HP Equipment from HP under HP's then current standard terms
and conditions, provided that such HP Equipment shall not be purchased for
resale. Upon purchase, such HP Equipment will be provided with HP's then
current standard warranty provisions for used equipment. The purchase price
for HP Equipment purchased under this Section 12 will be [*]. No other [*]
or [*] will apply. Such purchase will not qualify for any [*] or [*] under
any other agreement which SUPPLIER may have with HP.
13. GENERAL PROVISIONS.
(i) This Equipment Loan Agreement may not be assigned by SUPPLIER.
(ii) This Equipment Loan Agreement and any attachments constitute the
entire agreement between the parties relating to transactions
hereunder and will supersede any previous communication,
representation or agreement by either party, whether oral or
written. Any modifications or amendments must be in writing and
signed by both parties
(iii) This Equipment Loan Agreement shall be governed by and construed in
accordance with the laws of the State of California, exclusive of
its choice-of-law provisions.
[SUPPLIER] HEWLETT-PACKARD COMPANY
By:________________________________ By:________________________________
Name:______________________________ Name:______________________________
Title:_____________________________ Title:_____________________________
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ATTACHMENT (A)
HP EQUIPMENT SCHEDULE
EQUIPMENT LOANED TO :
Model Qty List Total Date
Description Number HP Part # Price Shipped Serial Number
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Total value for above equipment less discount: $
SOFTWARE: LICENSE TYPE:
LOCATION(S):
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ACKNOWLEDGED:
[SUPPLIER] HEWLETT-PACKARD COMPANY
By:________________________________ By:________________________________
Print:_____________________________ Print:_____________________________
Title:_____________________________ Title:_____________________________
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EXHIBIT (F)
CONFIDENTIAL DISCLOSURE AGREEMENT
This page is intentionally left blank, with a copy of all current HP / Supplier
Confidential Disclosure Agreements appropriately captioned and inserted
immediately following this page.
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EXHIBIT (G)
RECIPIENTS FOR RECEIPT OF NOTICES
FOR HP: FOR SUPPLIER:
BUSINESS CONTACT: BUSINESS CONTACT:
[Brocade contact info here]
8000 Foothills Blvd. 1745 Technology Drive
MS 5597 San Jose, CA 95110
Roseville, CA 95747 Telephone:
Telephone: email:
email:
TECHNICAL CONTACT: TECHNICAL CONTACT:
[Brocade contact info here]
8000 Foothills Blvd. 1745 Technology Drive
MS 5601 San Jose, CA 95110
Roseville, CA 95747 Telephone:
Telephone: email:
email:
ESCALATION CONTACT: ESCALATION CONTACT:
[Brocade contact info here]
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EXHIBIT (H)
HP SUPPLIER QUALITY ASSURANCE REQUIREMENTS
AND ADDITIONAL WARRANTIES
------HEWLETT-PACKARD CO.------
This page provides a running history of changes for a multi-page
drawing. List all changes below, referencing page number and section
number, if applicable. Be concise when describing changes. If
extensive revisions have been made, a general statement that the
document has been "revised and redrawn" is permissible.
INITIALS
LTR. REVISIONS DATE OEM ENGINEER
----------------------------------------------------------------------------------------------------------
A Preliminary Draft 10/28/02
----------------------------------------------------------------------------------------------------------
[HP PROPRIETARY LOGO]
This document is the property of Hewlett-Packard Company (HP) and
contains confidential and proprietary information of HP. Neither it,
nor the information contained herein shall be disclosed to others, or
duplicated, or used by other except as authorized by HP writing.
1.0 PURPOSE
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The purpose of this Quality/Reliability Requirements Document is to
establish an understanding and agreement between Hewlett-Packard (HP)
and Seller with regard to quality and reliability expectations and
responsibilities. The terms Supplier and Seller are used
interchangeably in this Quality/Reliability Requirements Document.
It is HP's objective to receive Product of the highest possible quality
and reliability with the lowest cost of ownership. The Product must
consistently meet or exceed the requirements of this document and the
individual specifications applicable to each Product. It is HP's
expectation that Supplier shall strive to ship defect-free, fully
tested Product as measured at the first operational test at HP.
Repaired units are subject to the same Product Specifications as when
originally shipped.
HP's objective is to work in close cooperation with Supplier to resolve
any quality issue, and expects the Supplier to work diligently to
resolve any quality issue.
2.0 GENERAL
This exhibit specifies quality and reliability requirements for Switch
products and components and modules attached or included there in.
3.0 DEFECTIVE PRODUCT
HP shall inform Supplier of any units or lots that fail, and provide
Supplier with yield percentages. Defective units or lots will be
shipped to Supplier's facility as instructed by Supplier. Supplier
shall test and verify all failed units, and provide the data of failure
symptoms observed or NTF (No Trouble Found), on all units returned from
HP worldwide manufacturing sites.
3.1 REJECTION CRITERIA:
A unit will be rejected if it violates Product Specification, or for
any one of the following reasons:
1. Functional failure
a. Integrity Test.
Power-on Self Test (POST) is an integrity test that is
performed at boot. POST determines whether each component
(memory, power supply, motherboard, LEDs, etc.) is present,
connected properly and responding to a signal sent to it.
b. Firmware check.
-Correct Firmware revision (see configuration specifications
document for firmware revision), will be checked. -Check
License key installed if applicable.
2. Incorrect Product Revision
a) HP revision
b) Brocade Revision
3. Part and Product Labeling Discrepancies
a) Incorrect, illegible or non-permanent part number (HP
or BROCADE)
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b) Exterior labels: missing, misprinted, damaged or loose
regulatory, dual power supply warning, product number and
front bezel labels.
c) Interior Labels: missing, misprinted, damaged or loose
FRU and Supplier specific labels.
4. Cosmetic Damage
a. Exterior - front bezel, top cover and chassis
scratches, nicks, marks, raw edges, and rough
finishes.
b. Interior - loose grommets, misalignments, wire
cuts, and improper wire harness routing
5. Incorrect Jumper Configurations
6. Packaging Discrepancies
a) Check for damage during shipment and determine if it
is carrier related
b) Missing, misprinted or loose packaging labels.
c) ESD protection or labels missing
d) Failure to meet the HP Packaging Specifications
7. Mechanical dimensions not met
8. Broken or damaged connectors as received from the Supplier
4.0 AUDIT/INSPECTION TEST PROCESS
4.1 FIRST ARTICLE INSPECTION
First production shipment to HP will be inspected at Brocade to verify
that product meets all conditions listed in the Configuration
Specification. The first article inspection will include a review of
the following items:
a) Packaging (check for damage during shipment)
b) Identification (labeling of product and package)
c) Content (proper components in the package)
d) Configuration (correct revisions, jumper settings,
etc)
4.2 HP INCOMING INSPECTION AUDIT
All new suppliers must demonstrate relevant process control through a
quality system audit. HP shall thoroughly inspect the [*] units
received from the Supplier. If there are any functional failures or
cosmetic failures HP has the right to [*] immediately.
Incoming inspection will include a review of the following
items:
a) Packaging (check for damage during shipment)
b) Identification (labeling of product and package)
c) Content (proper components in the package)
d) Configuration (correct revisions, jumper settings,
etc)
e) Operation (HP manufacturing test)
f) Firmware level and license key.
All failures (first article and incoming inspection) require a
corrective action report completed by the Supplier Per the attached
chart If the Supplier needs the defective unit to determine the root
cause, the Supplier shall complete a corrective action report per the
attached chart. The report shall contain detailed explanation of the
root cause and corrective action(s) performed. HP shall verify the
report during the audit.
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------------------------------------------------------------------------------------------------------------
ITEM LOWER BOUNDARY UPPER BOUNDARY COMMENTS
------------------------------------------------------------------------------------------------------------
Reproduced Failures [*] [*] Notify if longer than stated
------------------------------------------------------------------------------------------------------------
[*] [*] Notify if longer than stated
I.D. Root Cause
------------------------------------------------------------------------------------------------------------
Short Term Containment [*] Notify if longer than stated
[*]
------------------------------------------------------------------------------------------------------------
Implement CLCA [*] [*] Notify if longer than stated
------------------------------------------------------------------------------------------------------------
Note: Cumulative, From receipt at Service Center
4.3 DOCK-TO-STOCK
Product will move to Dock-To-Stock status after successful completion
of Incoming Inspection Audit as listed in Section 3.2. Upon successful
completion of First Article Inspection and Incoming Inspection Audit,
subsequent shipments will not be inspected as they are received by
HP-NSSO.
4.4 OOBA INSPECTION
OOBA is performed after a [*] Final Inspection on the BROCADE
manufacturing line. The focus of OOBA is to screen for failures,
rectify any lots with problems, and implement corrective actions based
on the observed failures.
The In-Process Acceptance Limit has been established and specified in
the following chart.
The In-Process Lot Sample Inspection shall be used when determining
the Q1 score for the TQRDC/E review.
DPM added as a column in Table in 5.1
If the DPM goal is not met, Brocade will provide [*] conference calls
until quality meets the stated goal.
Lot Sample Inspection Criteria 1) unit packaging; 2) cosmetic issues;
3) part and product labeling; 4) integrity test & firmware check.
5.0 QUALITY / RELIABILITY
5.1 AFR (ANNUAL FAILURE RATE) / MTBF (MEAN TIME BETWEEN FAILURES)
The AFR Limits are defined in the following AFR Chart. The Field
Failure Rate (AFR) Limit shall be used when determining the Quarterly
score for the TQRDC/E review. Limits will be reviewed periodically to
determine appropriate rates.
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-------------------------------------------------------------------------------------------------
HP FIELD FAILURE
PART DESCRIPTION PART NUMBER RATE (AFR) LIMIT MTBF (HRS) DPM
3800 [*] [*] [*] [*]
3600 [*] [*] [*] [*]
3200 [*] [*] [*] [*]
SW12000 [*] [*] [*] [*]
[*]
Blades [*] [*] [*] [*]
[*]
3800 Base EL [*] [*] [*] [*]
3800 Full Performance [*] [*] [*] [*]
3200 Base EL [*] [*] [*] [*]
3200 Full Performance [*] [*] [*] [*]
3900 [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------
These numbers do not include NTFs and Handling damages.
[*]
5.3 [*] FAILURE CALCULATION
AFR is calculated by dividing the number of supplier-caused field
returns in the past month by the number of products installed in the
field, and then multiplying the result by 12 (to annualize) and by [*].
Only products that were shipped within the past [*] are included in the
calculation.
5.4 PRODUCT TRACE ABILITY
Supplier shall maintain trace ability records for all
regulatory-controlled products listed in agency reports. Such products
must be traceable from the source of manufacture by lot or date code,
through the manufacturing process, and to their final destination via
serialization. Trace ability information shall be provided to HP upon
request.
5.5 FAILURE ANALYSIS EXPECTATIONS
Supplier shall test and verify all unit failures returned by HP
worldwide manufacturing organizations and HP field. The supplier shall
promptly institute the root cause/failure analysis report and
corrective action that may be required to prevent any further rejects
for such cause.
Failure analysis first evaluation shall be completed to the component
level (Root cause) per the attached chart. of the unit at Brocade. If
problem cannot be detected with typical diagnostic tests
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and burn-in/stress testing is required, then an evaluation report will
be sent within [*] of receipt of unit. Complete Failure Analysis report
will be completed in [*] (average) and sent to OEM Engineering at HP.
-------------------------------------------------------------------------------------------------------
Item Lower boundary Upper Boundary Comments
-------------------------------------------------------------------------------------------------------
Reproduced [*] [*] Notify if longer than stated
Failures
-------------------------------------------------------------------------------------------------------
I.D. Root Cause [*] [*] Notify if longer than stated
-------------------------------------------------------------------------------------------------------
Short Term [*] [*] Notify if longer than stated
Containment
-------------------------------------------------------------------------------------------------------
Implement CLCA [*] [*] Notify if longer than stated
-------------------------------------------------------------------------------------------------------
Note: Cumulative, From receipt at Service Center
6.0 QUALITY DATA EXPECTATIONS
Quality data supplied by Supplier shall include, but not be limited to,
process yield information and corresponding corrective actions
regarding failures.
6.1 SUPPLIER'S RESPONSIBILITY
Supplier shall provide the following reports to HP- OEM
Engineer on a monthly basis:
Quarterly summary of all reports contained in following
monthly report section.
6.1.1 MONTHLY REPORTS
Supplier shall provide the following reports to HP- OEM Engineers
on a monthly basis:
- Failure Analysis Status Report
- [*]
- [*]
- [*]
- [*]
- [*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
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OTHER REPORTS
Supplier shall provide the following additional
information to the HP Fibre Channel OEM Engineer.
(i) Failure Analysis (FA) Report upon completion.
7.0 COMMUNICATION EXPECTATIONS
7.1 PRODUCT CHANGES REQUIRING HP APPROVAL
The evaluation period for changes is covered in the HP/Brocade
Purchase Agreement. The intent is to allow HP sufficient time
to review the proposed change and Supplier qualification data
and to perform additional testing, if necessary. Supplier must
notify HP within as specified in the agreement of upcoming
changes in order to assure a smooth implementation. Changes
must be communicated in writing in the form of an Engineering
Change Request (ECR) document and sent to the OEM Engineer.
Changes that must be communicated in writing are:
(i) Form, fit or function
(ii) [*]
a. [*]
(iii) [*].
7.2 PROCESS CHANGES REQUIRING HP APPROVAL
Supplier shall notify HP of any major changes to the
manufacturing process in writing 30 days prior to proposed
implementation. These include:
1. [*]
2. [*]
3. [*]
4. [*]
7.3 SHIPMENT HOLD NOTIFICATION
Supplier shall notify HP verbally of any line-down or ship
hold situations that will adversely affect HP shipments or
HP's installed base within [*] of such situation occurring. A
written analysis of HP's inventory exposure and a recovery
plan, if applicable, shall be provided within [*] of such
situation occurring.
7.4 WEEKLY PHONE CONFERENCE
Supplier will maintain a weekly conference call with HP to
address all open issues and will maintain a weekly HP-BROCADE
CPE Action Log .
8.0 SUPPLIER QUALITY SYSTEM
i) Supplier is expected to have a quality system in
place [*].
ii) Supplier shall control every critical point in the
manufacturing/test process and maintain documentation
as evidence of such process controls (e.g. control
charts).
iii) Supplier shall provide details of its test process.
[*].
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EXHIBIT (I)
HP END USER SOFTWARE LICENSE AGREEMENT
ATTENTION: USE OF THE SOFTWARE IS SUBJECT TO THE HP SOFTWARE LICENSE TERMS SET
FORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE
TERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MAY RETURN THE SOFTWARE FOR
A FULL REFUND. IF THE SOFTWARE IS BUNDLED WITH ANOTHER PRODUCT, YOU MAY RETURN
THE ENTIRE UNUSED PRODUCT FOR A FULL REFUND.
HP SOFTWARE LICENSE TERMS
The following License Terms govern your use of the accompanying Software unless
you have a separate written agreement with HP.
LICENSE GRANT. HP grants you a license to Use one copy of the Software. "Use"
means storing, loading, installing, executing or displaying the Software. You
may not modify the Software or disable any licensing or control features of the
Software. If the Software is licensed for "concurrent use", you may not allow
more than the maximum number of authorized users to Use the Software
concurrently.
OWNERSHIP. The Software is owned and copyrighted by HP or its third party
suppliers. Your license confers no title or ownership and is not a sale of any
rights in the Software, its documentation or the media on which they are
recorded or printed. Third party suppliers may protect their rights in the
Software in the event of any infringement.
COPIES AND ADAPTATIONS. You may only make copies or adaptations of the Software
for archival purposes or when copying or adaptation is an essential step in the
authorized Use of the Software on a backup product, provided that copies and
adaptations are used in no other manner and provided further that Use on the
backup product is discontinued when the original or replacement product becomes
operable. You must reproduce all copyright notices in the original Software on
all copies or adaptations. You may not copy the Software onto any public or
distributed network.
NO DISASSEMBLY OR DECRYPTION. You may not disassemble or decompile the Software
without HP's prior written consent. Where you have other rights under statute,
you will provide HP with reasonably detailed information regarding any intended
disassembly or decompilation. You may not decrypt the Software unless necessary
for the legitimate use of the Software.
TRANSFER. Your license will automatically terminate upon any transfer of the
Software. Upon transfer, you must deliver the Software, including any copies and
related documentation, to the transferee. The transferee must accept these
License Terms as a condition to the transfer.
TERMINATION. HP may terminate your license upon notice for failure to comply
with any of these License Terms. Upon termination, you must immediately destroy
the Software, together with all copies, adaptations and merged portions in any
form.
EXPORT REQUIREMENTS. You may not export or re-export the Software or any copy or
adaptation in violation of any applicable laws or regulations.
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U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and any accompanying
documentation have been developed entirely at private expense. They are
delivered and licensed as "commercial computer software" as defined in DFARS
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014
(Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as "Restricted
computer software" as defined in FAR 52.227-19 (Jun 1987)(or any equivalent
agency regulation or contract clause), whichever is applicable. You have only
those rights provided for such Software and any accompanying documentation by
the applicable FAR or DFARS clause or the HP standard software agreement for the
product involved.
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EXHIBIT (J-1)
[*] REQUIREMENTS
This Exhibit further sets forth the terms and conditions for [*] for shipping,
receiving, monitoring, and transfer of OEM Products within the designated
pre-merger HP [*] to be used under this Agreement.
1.0 [*] REQUIREMENTS - NORTH AMERICAN REGION
1.1 [*] OPERATION. During the Term of this Agreement, HP will
provide the warehouse space and associated process support
(including warehouse functions) for the North American [*] as
listed in Exhibit (B).
1.2 [*] INSURANCE COVERAGE. HP will maintain Commercial General
Liability Insurance (including broad form property damage) for
loss or property damage that may occur [*] [*] caused by HP or
its agents, employees, or subcontractors.
1.3 [*] ACTIVITY. HP shall have the sole right [*] [*] [*].
Supplier shall have daily visibility to the [*] [*] [*] by
reviewing the reports contained in the [*] folder and the
Activity folder that will be available via the E-Room.
1.4 FREIGHT MANAGEMENT. Terms for Supplier freight shipments to
the North American [*] shall be:
- FOB, named port of shipment or Supplier domestic
dock (" Shipping Point") for ocean or surface mode,
or;
- FCA, named port of shipment or Supplier domestic
dock ("Shipping Point") for air mode.
Product will be transferred to the HP-designated common
carrier at the Shipping Point. Management and payment of
freight will thereafter be the responsibility of HP. The
following diagram illustrates the key relevant points:
1.5 TITLE AND RISK OF LOSS. Title to OEM Product hardware and
media ordered under this Agreement for shipment to the North
American [*] will pass from Supplier to HP upon [*] of such
unit(s). Risk of loss or damage for each OEM Product unit
shipped to the North American [*] will pass from Supplier to
HP
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upon Supplier's delivery of the OEM Products to the common
carrier specified by HP, subject to the provisions of this
Exhibit (J) and Article (3) of this Agreement.
1.6 WAREHOUSE PROCESS. All activity of OEM Products shipped to the
[*] will be regularly monitored against performance
expectations as set forth in a Business Fundamental Metrics
review and will be inspected for obvious in-transit damage and
verified against the Supplier's packing list for proper piece
count. Typical cycle time to receive goods on SAP after
arrival at the dock will normally range between [*] depending
on dock activity and truck load size. Physical receipts will
be systematically received on SAP the same day. All [*] [*] is
tracked by receipt date. All [*] HP are transacted on a [*].
1.7 E-ROOM COSTS. HP will assume [*] costs associated with the
[*], excluding [*]. Costs paid by HP will include [*]. Any
information contained within the E-Room shall be considered
and treated as HP Confidential.
1.8 SETTLEMENT DOCUMENTATION. HP [*] make reasonable efforts to
provide Supplier [*] [*] via the E-Room confirming [*][*].
Supplier must place a unique settlement reference number in
the body of their invoice as well as make reference to the
blanket PO number in the PO reference field of their invoice
form. Settlement documentation shall consist of the following:
(a) Settlement Summary Report - a weekldaily report available
at the opening of each Day, containing summary information for
the weeklydaily settlement process and the unique settlement
number.
(b) Settlement Summary Detail Report - a weekly report
available at the opening of each Day, containing detailed
transaction information for the weekldaily settlement process.
2.0 [*] REQUIREMENTS - EUROPEAN REGION
2.1 [*] OPERATION. After the Effective Date of this Agreement, HP
will provide Supplier reasonable assistance in [*] associated
process support (including [*] functions) for the [*] for the
European Region as listed in Exhibit (B) [*]. Such assistance
from HP is intended to [*] service provider; however, [*].
2.2 [*] INSURANCE COVERAGE. [*] will be responsible for
maintaining Commercial General Liability Insurance (including
broad form property damage) for loss or property damage that
may occur to the OEM Product [*] [*] for the European Region.
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2.3 [*] ACTIVITY. HP shall have the sole right [*] [*] [*].
Supplier shall have daily visibility of [*] by reviewing the
reports published [*]. These reports will either be e-mailed
to Supplier on a daily basis or placed in the E-Room on a
daily basis in separate appropriately labeled folders.
2.4 INBOUND FREIGHT MANAGEMENT. Terms for Supplier freight
shipments to the [*] for the European Region shall be F.O.B.
[*] [*]. [*] shall be responsible for [*].
2.5 OUTBOUND FREIGHT MANAGEMENT. Upon [*], OEM Products will be
transferred to the HP selected carrier at the [*]. Management
and payment of freight will thereafter be the responsibility
of HP. The following diagram illustrates the key relevant
points:
2.6 TITLE AND RISK OF LOSS. Title to OEM Product hardware and
media ordered under this Agreement for shipment to the
European [*] will pass from Supplier to HP upon [*] of such
unit(s). Risk of loss or damage for each OEM Product unit
shipped to the European [*] will pass from Supplier to HP upon
Supplier's delivery of the OEM Products to the common carrier
specified by HP, subject to the provisions of this Exhibit (J)
and Article (3) of the Agreement.
2.7 WAREHOUSE PROCESS. [*] shall ensure that the warehouse service
provider [*] will regularly monitor all [*] activity within
the [*] against performance expectations as set forth in a
Business Fundamental Metrics review and inspect all OEM
Products for obvious in-transit damage and verify against the
Supplier's packing list for proper piece count. Supplier will
also ensure that typical cycle time to receive goods on [*]
systems after arrival at the dock will normally range between
[*] depending on dock activity and truck load size and that
physical receipts will be systematically received on [*]
systems the same day. All [*] [*] shall be tracked by receipt
date, with all [*].
2.8 E-ROOM COSTS. HP will assume [*] costs associated with the
[*], excluding [*]. Costs paid by HP will include [*]. Any
information contained within the E-Room shall be considered
and treated as HP Confidential.
2.9 SETTLEMENT DOCUMENTATION. Supplier will invoice HP [*].
Supplier will invoice HP using HP's standard invoicing
process. The blanket PO number must be referenced on the
invoice.
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3.0 ASSURANCE OF SUPPLY
3.1 SUPPLIER REQUIREMENTS. Supplier has the responsibility to
drive their procurement, production, and shipping functions in
part by utilizing the tools/data available in the E-Room and
report [*] to deliver quality stock to the [*] [*].
3.2 BUSINESS FUNDAMENTAL METRICS REVIEW. Upon Supplier's request,
HP will make reasonable efforts to meet as necessary to
address with Supplier the following topics:
(a) Finished goods and WIP inventory levels at each party's
location(s);
(b) Increases or decreases in the rolling Forecast;
(c) Current Supplier lead times;
(d) Buffer stock inventory levels;
(e) Other related topics as mutually agreed
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EXHIBIT (J-2)
[*] REQUIREMENTS
This Exhibit further sets forth the terms and conditions for [*] [*] for
shipping, receiving, monitoring, and transfer of OEM Products [*] designated
pre-merger [*] to be used under this Agreement.
Note: For purposes of this Attachment (A) only, all references to "Compaq" or
"Buyer" will mean the "HP" and all references to "Seller" shall mean "Supplier"
or "Brocade".
Subject to the terms and conditions of the Amendment above, this Attachment (A)
shall continue to apply as the optimized delivery and flexibility model
specifically for pre-merger CompaqHP [*] carrying OEM Products, and shall be
incorporated by reference to the Amendment.
PERIOD OF THE EXHIBIT
This Exhibit will become effective on [*] and the duration of the Exhibit will
be coterminous with the Agreement.
DEMAND PULL EXHIBIT
[*]Brocade (hereinafter "Seller") hereby agrees to provide Director Products
identified in this Optimized Delivery Model Director Demand Pull (hereinafter
"Product") pursuant to the terms and conditions identified herein. Tables 1 and
2 below define the terms and conditions under which CompaqHP and Seller will
operate. CompaqHP (hereinafter "Buyer") and Seller agree to negotiate and update
in writing the Products included in Table 1 below as needed.
Buyer utilizes [*] programs at designated [*] for its Optimized Delivery Model.
At the initial signing of this Exhibit, the two authorized [*]. Additional [*]
may be added in the future upon agreement of the Buyer and Seller.
CompaqHP Sites are those Buyer individual locations authorized by Buyer to
perform the obligations of the Agreement and purchase Products in accordance
with this Optimized Delivery Model Exhibit.
DEMAND PULL FLEXIBILITY TERMS
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Buyer will provide a forecast to Seller on a weekly basis. Such forecasts should
be used [*]. Initial Buffer quantities as well as Minimum/Maximum quantities by
Product will be established by Buyer's Sites and Seller at time of [*]
implementation and will be adjusted accordingly as required. Buyer and Seller
may hold [*] conference calls in order to monitor the pull activity, forecast
accuracy, and inventory levels.
OPTIMIZED DELIVERY MODEL - BUFFER STOCK SUPPORT
------------------------------------------------------------------------------------------------
TABLE 1 - BUFFER STOCK BUYER SELLER [*] [*]
------------------------------------------------------------------------------------------------
DESCRIPTION PART NUMBER PART NUMBER [*] [*]
------------------------------------------------------------------------------------------------
SAN Director and 254508-B21254512-
Product Manager B21 DS-DSGGE-AB32-
Software A6509-63001DS- Port ED-6064 [*] [*]
SW SAN CORE DMGGD-AA
SWITCH/64 ALL
------------------------------------------------------------------------------------------------
SW SAN SWTCH 2/8 258707-B21254514-
EL ALL B21 DS-DSGGD-ACEFCM [*] [*]
Laptop and EFCM DS-DMGGO-AA
Software
------------------------------------------------------------------------------------------------
SW SAN SWITCH 283056-B21254515-
2/16-EL ALLLong B21 DS-DSGGD-ADLong
Wave Port Card DS-DMGGD-AC Wave Port Card [*] [*]
------------------------------------------------------------------------------------------------
CORE SWITCH 254516-B21
BLADE 16P ALLShort 286352-B21 DS-DSGGE-AUShort
Wave Port Card A6510-60001DS- Wave Port Card [*] [*]
DMGGD-AD
------------------------------------------------------------------------------------------------
SAN SWITCH 2/16 2 287055-B21254517- DS-DSGGD-
PWR ALLCombo Card B21 BACombo Card [*] [*]
DS-DMGGD-AE
------------------------------------------------------------------------------------------------
Buffer Stock is defined as the amount of Product available in the [*] to allow
Buyer the ability to pull-in existing demand.
The Buffer Stock quantities defined in Table 1 in general should equate to [*]
of Product minimum and [*] maximum based on each Buyer's Site forecast. Buyer
reserves the right to amend these quantities at any time to correspond to
Buyer's latest production requirements. A request by Buyer or Seller to draw
down Buffer Stock shall be made in writing.
---------------------------------------------------------------
TABLE 2 [*] [*]
ODM BUFFER STOCK
---------------------------------------------------------------
Buffer Implementation November, [*]
2001 DATE OF THIS
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AGREEMENT
----------------------------------------------------------------
Buffer Location [*] [*]
----------------------------------------------------------------
Deliverable [*] [*]
----------------------------------------------------------------
Pull Authorization / Trader WEB Site Trader WEB Site
Pull Confirmation
----------------------------------------------------------------
Buffer Stock in [*] Buffer Stock in [*]
Compaq HP Liability (Refer to Material (Refer to Material
Liability) Liability)
----------------------------------------------------------------
MATERIAL OWNERSHIP
Seller agrees to deliver Products to the [*] as agreed to by Buyer and Seller.
Seller and Buyer agree to negotiate in good faith adding other [*] locations to
meet Buyer's distribution requirements. These Products shall remain as [*]
designated site by the Buyer. Payment terms are per the Agreement.
BUFFER REPLENISHMENT
Buyer's manufacturing sites operate [*]. Seller is expected to maintain the
Buffer Stock quantities as identified in Table 1 at each of the [*] as specified
in Table 2. Product which is pulled [*] by Buyer should be replenished by Seller
as required, based on the Compaq Site specific established Minimum/Maximum
requirements.
CALCULATING BUFFER STOCK
Once a week, each CompaqHP Site ([*] and such sites as may be agreed to by the
parties) will provide Seller with updated information regarding Buyer's forecast
manufacturing volumes for the ODM part numbers identified in Table 1 via the
Trader Web Site. Seller will respond via the Trader Web Site with their supply
response covering the forecast period and to confirm that Buffer Stock
quantities are in place at the respective [*].
The Trader Web Site forecast is a planning tool. Therefore, it is important that
the Seller and the Compaq Site buyer and/or Site Commodity Manager review the
Buffer Stock and minimum/maximum Product requirements on a weekly basis or as
frequently as required.
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Should Seller be unable to support maximum volumes, as listed on the Trader Web
Site, a Seller representative will notify the appropriate CompaqHP site
Commodity Site Buyer to review and adjust as required. Buffer stock quantities
are determined by the CompaqHP Site Buyer but are typically equal to two weeks
average inventory based on an eight week forecast.
FORECAST CONFIRMATION
By [*] central time on [*], Seller is required to provide a supply response to
the Trader Web Site forecast.
BUFFER STOCK CONFIRMATION
In addition to the confirmation, by [*], Seller is required to provide current
Buffer Stock confirmation to each of the Buyer's sites.
PROCEDURE FOR RELEASING MATERIAL
Scheduling Agreements, transmitted electronically via email and/or Blanket
Orders, shall be used by Buyer for ease of order administration by both parties.
The use of scheduling agreements and/or blanket orders across multiple pricing
periods does not preclude Buyer from paying the price in effect on the date of
each receipt. Confirmation of the Scheduling Agreements shall be returned in the
form of an email, within [*] after receipt.
Buyer may make adjustments to scheduling agreements and/or blanket order
duration, volume per line item and price(s) [*] pending notice to Seller of such
changes. Buyer reserves the right to amend scheduling agreements and/or blanket
order(s) [*] to correspond to Buyer's latest production requirements over any
specified period of time.
DELAYS IN USAGE
In the event any Product unit(s) shall remain [*] for greater than [*], then,
upon written notification from Seller to Buyer of Seller's request [*], Buyer
shall elect to either purchase such inactive units through [*]. In the event
Buyer does not confirm [*].
MATERIAL LIABILITY FOR TERMINATION
Except as otherwise agreed by the parties, material liability for Product
supplied in support of Buyer's published production plans and/or forecasts is
limited to two weeks Buffer Stock and any unique material. Seller agrees to use
commercially reasonable efforts to mitigate the liability to Buyer.
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Product (s) are unique in terms of firmware, labeling, manuals and packaging. To
mitigate Buyer's liability Seller may be able to rework these Product (s) to
Seller's standard product and make such Product available to Seller's other
customers. Buyer and Seller agree to negotiate rework and any other restocking
charges.
ADDITIONAL TERMS
Buyer and Seller agree that Buyer only has the right [*], whereas Seller
reserves the right to add (replenish) or remove (recycle) Product as Seller sees
fit, so long as other provisions of this agreement are maintained.
END OF PROGRAM LIFE
As soon as commercially reasonable, CompaqHP will notify Supplier of the
anticipated end of life for each program. Upon such notification, or
determination that the Program(s) have reached end of life, CompaqHP and
Supplier agree to jointly develop a formal detailed EOL Plan.
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EXHIBIT (K)
HP REGIONAL TRADE GUIDELINES
SECTION 1 HP TRADE BASICS
1.1 TRADE COMPLIANCE
Each Supplier shipping location bears [*] for ensuring its own
import/export compliance; however, HP is responsible for setting
baseline policies and guidelines for Supplier operations. The following
is distributed in order to clearly convey HP's minimum trade compliance
expectations and to provide an operations reference tool for Supplier
locations; responsibility for developing and implementing procedures to
comply with the following belongs solely to the Supplier .
1.2 TERMS OF SALE
Supplier is responsible for implementing the sales term (eg. FOB, FCA,
DDP, etc.) negotiated with HP. Supplier's responsibilities may include,
but are not limited to, the following:
- Warehouse storage at point of origin
- Warehouse labor at point of origin
- Export packing
- Loading at point of origin
- Inland freight to origin port
- Port receiving
- Loading on vessel
- International freight/transport
- Customs clearance at destination port
- Delivery to final destination
1.3 COUNTRY OF ORIGIN
Each Supplier site is responsible for determining the appropriate
country of origin ("COO") for the product(s) it manufactures/assembles
and for marking the products accordingly. Further, each site must
ensure that shipping documentation and EDI confirmation signals
accurately convey shipment-level COO data; Country of Origin is a
mandatory line-item data element for all HP EDI shipping confirmation
(eg. 856/4010) signals. Finally, each site must cooperate fully with HP
in supplying data to facilitate HP's origin reporting requirements and
qualification for preferential origin programs such as NAFTA, IFTA,
FMF, EXIM and the like including, but not limited to, all requested
origin analysis, certificates of origin, manufacturer's affidavits,
data transmissions, and special reporting.
Additional HP COO marking/labeling guidelines are set out in SECTION 2
of this Exhibit.
1.4 VALUATION
For each and every transaction where HP is to be importer of record
into the US, the Supplier site is responsible for ensuring that
commercial documentation accurately reflects the actual price paid or
payable
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between HP and the site. It is Supplier's responsibility to reconcile
its financial records against commercial documentation in order to
validate HP's use of Transaction Value for declarations to US Customs
under Section 402(b)(1) of the Trade Agreements Act of 1979 (TAA; 19
U.S.C. 1401a); no alternate valuation methodologies are used or
approved for HP transactions.
Zero dollar values are unacceptable for US Customs purposes. Where
items are provided "free of charge," the commercial invoice must
reflect fair market value for the products; the nomenclature "Value for
Customs Purposes Only," may be used in these instances.
1.5 SHIPPING DOCUMENTATION
All Supplier sites must be capable of producing accurate and complete
shipping documentation for each shipment. Supplier is responsible for
knowing and understanding shipping standards applied in the normal
course of international business and for knowing and understanding
additional HP requirements outlined in this Exhibit.
1.6 RECORDKEEPING/REPORTING
Each Supplier site must comply with record-keeping, data-transmission,
incident-reporting, and audit requirements set out in Section 4 of this
Exhibit.
SECTION 2 LABELING/ MARKING
2.1 COUNTRY OF ORIGIN
A Product's country of origin is where the Product is wholly
manufactured or the final location where a substantial transformation
occurs. A Product is substantially transformed if the end product
functions in a significantly different manner than the individual
components. As a practical matter, Customs looks to whether the final
assembly has a new "name, character, and use" from the component level
parts. Further clarification regarding HP country of origin standards
is provided in Trade Policy CP020-27.
2.2 MARKING
Every article of foreign origin entering the United States must be
marked with the English name of the country of origin preceded by the
HP standard nomenclature: "PRODUCT OF." This marking must appear in a
conspicuous, legible, indelible and permanent form on the outermost
packaging (e.g. pallet), on the consumer packaging (box in which the
item will arrive to the ultimate consumer), and on the Product itself.
For the human readable portion of HP's standard label, COO must be
indicated by the complete country name; abbreviations are unacceptable.
For the barcode scan area, COO should be represented by the 2-digit ISO
COUNTRY CODE; one digit codes (eg. A = US) are NO LONGER ACCEPTABLE nor
supported by HP. Material with multiple COOs must be segregated,
separately palletized (if applicable) and separately scanned so as to
be represented on the commercial invoice as individual invoice line
items with individual COOs.
COO Product markings/labels must ALWAYS match COO indicated on the
commercial invoice and reported to HP via the shipping confirmation
signal. Supplier is responsible for implementing procedures
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to ensure that labels are checked for accuracy and audited against
shipping documentation/data transmissions.
Further clarification regarding HP marking standards is provided in
HP's COO Marking Policy, as well as HP's Country of Origin Encoding
spec (EDB Drawing # 137169).
2.3.1 COO CHECKLIST
Supplier must adhere to the following COO requirements:
- MUST implement processes to determine correct COO for Products.
- MUST ensure that COO is labeled on outermost packaging
conspicuously, legibly, indelibly, and permanently.
- MUST ensure that COO is labeled on consumer packaging (box in which
the item will arrive to the last person in the US who will receive
it in its imported form) conspicuously, legibly, indelibly, and
permanently.
- MUST ensure that COO is labeled directly on the Product
conspicuously, legibly, indelibly, and permanently.
- MUST ensure that the accurate COO prints in the designated field on
the commercial invoice.
- MUST ensure that COO designated for a particular Product to be
shipped is consistent across all labels and documentation.
SECTION 3 SHIPPING DOCUMENTATION
3.1 DOCUMENTATION REQUIREMENTS
Supplier must adhere to the following trade requirements:
- MUST produce accurate and complete shipping documentation for each
and every shipment. All text must be in English; all monetary
amounts must be represented in US dollars.
- MUST be able to reproduce shipping document on demand (with or
without requested modifications and/or corrections) for a minimum
of 60 days after shipment.
- MUST have internal audit procedures in place for
verification/correction of all outbound documentation issues
including, but not limited to, proper print alignment. Where data
is printed more than 1/16" off assigned documentation fields, the
documentation MUST be discarded and reprinted before shipment
release.
3.2 COMMERCIAL INVOICE
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The following fields are required for each an every commercial invoice:
- SHIP TO ADDRESS Address to which the Goods are being shipped.
PROVIDED BY EDI FEED FROM HP.*
- BILL TO ADDRESS Address to which billing information will be
sent.
PROVIDED BY EDI FEED FROM HP.*
- SHIP TO ID # Specific ID # assigned to each Ship To
address.
PROVIDED BY EDI FEED FROM HP.*
- BILL TO ID # Specific ID # assigned to each Bill To
address.
PROVIDED BY EDI FEED FROM HP.*
- SHIP ID/INVOICE NO. Unique number assigned at the time of
shipment to each outbound shipment. This
number should never be repeated and should
appear on the shipping label tying the
freight to the commercial invoice for a given
shipment.
ASSIGNED BY THE SUPPLIER SITE.
- DATE Actual shipment date.
ASSIGNED BY THE SUPPLIER SITE.
- PAGE Commercial invoice page number. Multi-page
invoices will follow the format eg. 1/4, 2/4,
etc.
ASSIGNED BY THE SUPPLIER SITE.
- BILL OF LADING NO. Air waybill number utilized for transport.
ASSIGNED BY THE SUPPLIER SITE.
- SHIPPED VIA HP-approved courier/freight forwarder
handling the transport.
PROVIDED BY EDI FEED FROM HP.*
- FREIGHT TERMS Party responsible for freight charges. (Eg.
"Pre-paid," "collect")
PROVIDED BY EDI FEED FROM HP.*
- TERMS OF SALE Incoterm designating responsibilities of the
parties. (Eg. EXW, FCA, DDP)
PROVIDED BY EDI FEED FROM HP.*
- TERMS OF PAYMENT Agreed-upon payment terms. (Eg. "Net 45
days")
PROVIDED BY EDI FEED FROM HP.*
- CUSTOMER P.O. NO. Purchase order number assigned to the
transaction
PROVIDED BY EDI FEED FROM HP.*
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* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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- SALES ORDER NO. Sales Order number under which the shipment
is placed.
PROVIDED BY EDI FEED FROM HP.*
- LINE ITEM Sales Order line item fulfilled by the item
shipped.
PROVIDED BY EDI FEED FROM HP.*
- PRODUCT NO. HP part number assigned to the Product.
PROVIDED BY EDI FEED FROM HP.
- DESCRIPTION Description of the Good(s).
PROVIDED BY EDI FEED FROM HP.*
- QUANTITY Number of units of the particular part
shipped.
PROVIDED BY EDI FEED FROM HP.*
- UNIT PRICE Actual dollar value to be paid to the
Supplier shipper for one unit of the
particular part number.
PROVIDED BY EDI FEED FROM HP.*
- EXTENDED PRICE Sum of quantity field multiplied by unit
price.
PROVIDED BY EDI FEED FROM HP.*
- TOTAL VALUE Sum of extended values for all line items.
PROVIDED BY EDI FEED FROM HP.*
- COUNTRY OF ORIGIN The country in which the Goods were
manufactured.
DETERMINED AND APPLIED BY THE SUPPLIER SITE.
- LICENSE Export License exception determined by HP
trade.
PROVIDED BY EDI FEED FROM HP.*
- ECCN Export Commodity Control # determined by HP
trade.
PROVIDED BY EDI FEED FROM HP.*
- HTS Harmonized tariff schedule classification
determined by HP trade
PROVIDED BY EDI FEED FROM HP.*
- DESTINATION CONTROL Statement required to be printed on all
commercial invoices per the US Export
Administration Regulations.
PROVIDED BY EDI FEED FROM HP.*
In accordance with controlling customs requirements, HP also requires line level
itemization of the following:
- Desktop computers necessitate separate itemization of the CPU, mouse, and
keyboard.
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* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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- All items shipped with "dropped-in-the-box" (uninstalled) software
necessitate separate software itemization. Software country of
origin is the location where programming/recording is installed on
the media. Software value is to be indicated per the media
(unrecorded CD, diskette, or tape) value only.
* All data transmitted from HP must be verified for accuracy.
Supplier is responsible for implementing procedures demonstrating
reasonable care in the verification of all data received from HP.
SECTION 4 Reporting/ Recordkeeping
4.1 REPORTING/DATA TRANSMISSIONS
The following trade data elements must be printed on each commercial
invoice and must be returned to HP via the standard electronic/EDI
Shipping Confirmation signal:
- Country of Origin (line item level)
- HTS Classification (line item level)
- ECCN (line item level)
- License (line item level)
- Destination Control Statement
These are HP-required data elements for the Shipping Confirmation
signal. Failure to transmit these items will result in signal
rejection.
4.2 RECORDS
Each Supplier site must maintain a system for retention, retrieval and
reproduction (for a period of not less than six calendar years from the
date of each shipment) of original shipping, export, customs, import
and other trade-related documentation ("Trade Control Records"),
pertaining to the international transport of HP Goods. Such record
keeping system will comport with the legal requirements of the U.S. and
other nations including, but not limited to, requirements set out in
Parts 762 and 772, U.S. Department of Commerce, Export Administration
Regulations and the U.S. Customs Record-Keeping Regulations, 19 C.F.R.
163.
Supplier, upon receipt of written notice from HP, will collect,
reproduce if required, and provide to HP (at Supplier's expense)
originals and/or satisfactory copies of 100% of the Trade Control
Records as HP may request from time to time. All HP requests for Trade
Control Records must be fulfilled within 15 business days of HP's
written request, or the response date required by an official
government record production request or subpoena, whichever is the
lesser time for response. Supplier will not destroy or render
inaccessible any of the Trade Control Records relating to HP
transactions, without having first obtained the express written
permission from HP.
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4.3 TRADE INCIDENTS
Supplier will provide immediate notice to HP in the event of an action
by U.S. or other national government customs/export authorities which
relates specifically to Goods or Services provided to HP by Supplier.
Such government communications and actions may include, but are not
limited to, cargo detentions, cargo seizures, subpoenas, record
production requests and search warrants. Issues, questions, or
incidents arising pursuant to this section should be escalated to HP
via the Supplier's designated HP representative (see TRADE website:
http://inline.HP.com/legal/trade/ for appropriate contacts).
4.4 AUDIT
Supplier will afford HP, and HP's duly appointed agents, reasonable
access to Supplier's premises for trade compliance audit purposes.
Supplier further agrees to fully cooperate with HP in this regard, to
respond in a timely manner to HP's requests for production of Trade
Control Records, and to comply with all remedial or corrective actions
that HP may specify.
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* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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