Original Equipment Manufacturer (OEM) Product Agreement - Network Appliance Inc. and Fujitsu Ltd.
NETWORK APPLIANCE, INC.
ORIGINAL EQUIPMENT MANUFACTURER (OEM) PRODUCT AGREEMENT
Network Appliance Inc. OEM Product Agreement dated November 6 ,1998 between
Network Appliance, Inc.("NetApp") with its principal place of business at 2770
San Tomas Expressway, Santa Clara, California, USA 95051 and
FUJITSULIMITED("Fujitsu" ), with its principal place of business at 1-1,
Kamikodanaka 4-Chome, Nakahara-ku, Kawasaki 211-8588, Japan concerning the
certain hardware and software products.
The parties hereby agree as follows:
1. DEFINITIONS
1.1 PRODUCTS shall mean the Filer products as described and specified in
ANNEX 1 PRODUCTS, including all future improvements, modifications, or
corrections, options or spare parts. PRODUCTS consist of HARDWARE
PRODUCTS and SOFTWARE PRODUCTS.
1.2 HARDWARE PRODUCTS shall mean the hardware products listed on ANNEX 1
products in the Section "HARDWARE PRODUCTS," including complete
equipment, units, options, if any, consumables and new products.
1.3 SOFTWARE PRODUCTS shall mean the Filer software programs as described in
ANNEX 1 PRODUCTS in the Section "SOFTWARE PRODUCTS ", including all
future improvements, modifications, bug fixes or corrections to same
during the term of this AGREEMENT, defined as NEW VERSIONS or NEW
RELEASES.
1.3.1. NEW VERSIONS shall mean significant changes, enhancements and/or
functional improvements of the SOFTWARE PRODUCT. Each function or
feature which operated properly in the immediately preceding SOFTWARE
PRODUCT release should operate properly and consistently in such
subsequent NEW VERSION.
NEW VERSIONS shall be delivered to Fujitsu by NetApp in accordance with
the terms and conditions specified in ANNEX 5 TECHNICAL SUPPORT. NEW
VERSIONS shall be designated by a change in the digit(s) preceding the
decimal in the PRODUCT version number, such as 2.0 following 1.0.
1.3.2. NEW RELEASES shall mean amendments, bug fixes or other corrections
including minor improvements that will be issued by NetApp. NEW RELEASES
shall be delivered to Fujitsu by NetApp in accordance with ANNEX 5
TECHNICAL SUPPORT.
Each function or feature which operated properly in the immediately
preceding SOFTWARE PRODUCT release should operate properly and
consistently in such subsequent NEW RELEASE. NEW RELEASE shall be
designated by a
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change in the digit(s) following the decimal in the PRODUCT version
number, such as 2.1 following 2.0.
1.4 DOCUMENTATION shall mean SYSTEM DOCUMENTATION and USER DOCUMENTATION.
1.4.1. SYSTEM DOCUMENTATION shall mean (a) the current and updated version(s)
of the technical documentation for the manufacturing engineering and
maintenance of HARDWARE PRODUCTS as well as packaging and transportation
instructions and (b) SOFTWARE PRODUCT to the extent customary in the
software business for similar PRODUCTS. The current version of SYSTEM
DOCUMENTATION is listed in ANNEX 1.
SYSTEM DOCUMENTATION for the engineering and maintenance of PRODUCTS
shall be provided in a reproducible manner in the English language
and/or Japanese language as far as available.
1.4.2. USER DOCUMENTATION shall mean all User Manuals and/or Reference Guides
for the PRODUCTS as listed in ANNEX 1, and any update version thereof.
USER DOCUMENTATION shall be provided in a reproducible manner in the
English language and/or Japanese language as far as available.
1.5 AGREEMENT shall mean this AGREEMENT and all attached ANNEXES, all
documents referenced in this AGREEMENT and all amendments to this
AGREEMENT to be concluded by the parties in the future.
1.6 EFFECTIVE DATE shall mean the date of signing of this AGREEMENT by the
parties.
2. APPOINTMENT and LICENSE GRANT
2.1 NetApp hereby appoints Fujitsu as a non-exclusive OEM of the HARDWARE
PRODUCTS in Japan, and Fujitsu accepts said appointment under the terms
and conditions set forth in this AGREEMENT. Fujitsu may distribute the
HARDWARE PRODUCTS to its customer by itself or through its distributors.
Fujitsu and NetApp intend to expand the relationship and the territory
of distribution worldwide on a case by case basis subject to a
subsequent agreement. Fujitsu shall then stage any such worldwide roll
out in cooperation and coordination with NetApp field operations to
avoid channel conflict.
2.2 The HARDWARE PRODUCTS to be sold to Fujitsu under this AGREEMENT may
contain the SOFTWARE PRODUCTS. NetApp hereby grants to Fujitsu a
perpetual, non-exclusive, worldwide and royalty-free license to use,
reproduce and distribute such SOFTWARE PRODUCTS to its customer, by
itself or through its distributors, in connection with the HARDWARE
PRODUCTS. The license
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granted under this Section 2.2 shall include the right for Fujitsu and
its distributors to use the SOFTWARE PRODUCTS for support and
demonstration to its/their customers.
2.3 NetApp hereby grants to Fujitsu a perpetual, non-exclusive, worldwide
and royalty-free license to use, modify, reproduce, translate and
distribute DOCUMENTATION to its customer, by itself or through its
distributors, in connection with the PRODUCTS, provided NetApp shall own
all rights to the translations and modifications.
2.4 Fujitsu shall not: (a) copy, in whole or in part, software components of
the Products; (b) modify the software; (c) reverse engineer, reverse
compile or reverse assemble all or any portion of the software; or (d)
rent, lease, distribute, sell or create derivative works of the
software.
2.5 The parties agree to negotiate in good faith any agreement for
additional products on similar terms and conditions.
3. ORDERING PROCEDURE
3.1 Purchase Order(s)
3.1.1. Fujitsu's written purchase orders shall be issued subject to the terms
and conditions of this AGREEMENT and shall then form the basis of
NetApp's delivery obligations.
Each purchase order will include the following product information:
- Purchase order number and date
- Products quantity to be delivered
- Specification number and revision level
- Part number and revision level
- Item description
- Unit price
- Requested date of delivery
- Shipping instructions, including specification of carrier and
delivery place
- Reference to this AGREEMENT
3.1.2. NetApp shall accept in writing each purchase order within five (5)
business days after receipt of the purchase order or reject such
purchase order within the same time frame if it is not in conformance
with the terms and conditions of this AGREEMENT. The purchase order
accepted or deemed accepted shall be a legally binding contract between
the parties for delivery of PRODUCT; however the terms and conditions of
this AGREEMENT shall prevail over any terms and conditions contained in
such purchase order.
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3.1.3. If the purchase order is neither expressly accepted nor rejected within
said five (5) day period, it shall be deemed accepted.
3.2 Cancellation or Rescheduling
Notwithstanding Section 3.1.2 above, after acceptance of a purchase
order, Fujitsu may cancel or reschedule such purchase order in writing
with regard to the total or partial quantity of PRODUCTS ordered,
subject to the rescheduling, cancellation and/or restocking charges
stated in ANNEX 2 LEAD TIMES AND FORECAST. Should such cancellation or
rescheduling take place prior to the latest cancellation or rescheduling
date as stated in ANNEX 2 LEAD TIMES AND FORECAST, NetApp shall have no
claim for damages concerning such cancellation or rescheduling, except
as stated in ANNEX 2 LEAD TIMES AND FORECAST.
3.3 Forecast
Fujitsu shall furnish NetApp on a monthly reoccurring basis, commencing
with the EFFECTIVE DATE, a six(6) month non-binding rolling forecast
reflecting its requirements for PRODUCT (S). Fujitsu's forecast will aid
NetApp in its planning and satisfaction of Fujitsu needs.
3.4 Lead times, Emergency Orders
Lead times for complete units of PRODUCTS, repaired PRODUCTS and
Emergency Orders for minor quantities are stated in ANNEX 2 LEAD TIMES
AND FORECAST which may be updated from time to time. Such Emergency
Orders may be transmitted by fax.
4. TRADENAMES, TRADEMARKS, IDENTIFICATION
4.1 Without the other party's written approval neither party shall use in
advertising, publicity or the like any of the other Party's tradenames,
trademarks, or symbols of PRODUCTS. Notwithstanding the foregoing,
Fujitsu shall be licensed to use NetApp trademarks consistent with this
Section 4. The NetApp name shall remain on back panels of the products.
Fujitsu may relabel the front panel of PRODUCTS, including the Fujitsu
handle on system cabinets, to reflect the Fujitsu brand. Subject to
Section 4.1(a), Fujitsu may use its own name on the filer PRODUCTS.
a. Fujitsu agrees to provide visibility of the use of
NetApp technology in the Fujitsu filer products in such areas as product
collateral (print and online), press releases and on NetApp software, except for
Fujitsu's catalog. Fujitsu will consider including NetApp brand visibility in
Fujitsu advertising. In addition, Fujitsu shall exercise commercially reasonable
efforts to use the term "filer" in publicly referring to the OEM PRODUCTS.
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b. NetApp shall provide usage guidelines for Fujitsu's use
of NetApp Marks pursuant to this Section 4. In addition, NetApp shall provide
product feature information, claims and other marketing materials for the OEM
PRODUCTS, all of which will in all material respects be accurate and comply with
all applicable legal requirements. Fujitsu may rely on and use such product
feature information, claims, and other materials provided by NetApp in
connection with Fujitsu's marketing and distribution of the OEM Products. For
any modification of product feature materials or claims materials directly tied
to NetApp technology which Fujitsu desires to make, Fujitsu will confer with
NetApp for feedback. Fujitsu will ensure that its materials are accurate and
fully consistent with the usage guidelines, product feature information, claims
and other marketing materials for the OEM Products which have been previously
provided by or approved by NetApp, as updated from time to time by written
notice to Fujitsu. Subject to this Section 4.1 (a) Fujitsu may use its own name,
trade names, trademarks, symbol, logo, brand and serial numbers with regard to
the use, sale etc. of PRODUCTS, or Fujitsu products containing or consisting of
PRODUCTS. NetApp shall permanently affix its serial number on PRODUCTS for
identification purposes at a location mutually agreed upon by the parties.
4.3 Fujitsu repackaging and relabeling of products shall meet NetApp Quality
Assurance standards. Fujitsu shall be liable to NetApp for any changes to
products affecting quality standards that have not been approved in writing by
NetApp and result from Fujitsu repackaging.
5. DELIVERY
5.1 NetApp shall deliver the products in accordance with Fujitsu purchase
order.
5.2 NetApp shall comply with Fujitsu directions concerning carrier(s) and
means of transportation or routing. If Fujitsu fails to indicate a
specific carrier, NetApp shall itself arrange for appropriate and agreed
transportation.
5.3 Fujitsu may arrange for direct payment of freight charges by Fujitsu to
carrier, otherwise NetApp shall separately list freight charges on
invoices and have a copy of the freight bills attached to the invoices.
5.4 NetApp shall keep records of the shipment(s) and the related serial
numbers and shall make them available to Fujitsu on request.
5.5 Each shipment shall be accompanied with the appropriate shipping papers.
All shipping papers and related invoices must, inter alia, state the
correct purchase order number and serial numbers of PRODUCTS shipped.
Packaging and transportation instructions will be provided in duplicate
and in a reproducible manner.
5.6 NetApp shall deliver the SOFTWARE PRODUCTS and its USER DOCUMENTATION no
later than the time when they are generally available to any other
distributor or customer of NetApp. NetApp shall use reasonable efforts
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to deliver preliminary "as-is" documentation at least one month prior to
such time for review by Fujitsu..
5.7 SYSTEM DOCUMENTATION shall be delivered to Fujitsu no later than the
time when they are generally available to any other distributor or
customer of NetApp.
5.8 NetApp shall render advance notification on any NEW VERSIONS, NEW
RELEASES or other technical (especially concerning features,
functionality or interfaces) or marketing information regarding PRODUCTS
to Fujitsu not later than the time when they are generally available to
any other distributor or customer.
6. QUALITY ASSURANCE AND ACCEPTANCE
6.1 Quality Assurance Manual and Workmanship Standard
No later than sixty(60) days after the Effective Date, NetApp will
submit to Fujitsu its Manufacturing Quality Manual which complies with
ISO 9002 standard.. Workmanship for PRODUCTS will meet
IPC-A-610...Workmanship Standard. NetApp's quality system and major
subcontractors used in the manufacture or assembly of products shall be
certified to ISO 9002 or higher. Fujitsu may at its option with
reasonable notice visit NetApp manufacturing and subcontractors
facilities to verify conformance to the submitted DOCUMENTATION.
6.2 General Inspection System
Upon the reasonable request of Fujitsu, NetApp shall permit inspection
of NetApp's compliance with the Quality Assurance Manual.
6.3 First Article Test
If Fujitsu chooses to perform a first article test, such test will be
performed at NetApp's point of manufacture or Fujitsu facility prior to
the delivery of the first quantity shipment of each type or modified
version of PRODUCTS. Future deliveries shall be subject to the
successful passing of such test. Should the test be performed at
NetApp's facility, it shall be conducted without charge to Fujitsu.
6.4 Final Inspection Test
6.4.1. NetApp shall perform a Final Inspection Test on each system (100 percent
Test) prior to shipment. Such Inspection Test shall demonstrate
compliance of the PRODUCTS with the applicable specifications.
6.4.2. Fujitsu is entitled to witness in-process Inspection and the Final
Inspection Test of systems. If Fujitsu presence is required, Fujitsu
shall inform NetApp at least 10 days prior to such test to facilitate
scheduling of test activities.
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6.5 Company Inspection
Within thirty(30) days after receipt of PRODUCTS in the premises of Fujitsu,
Fujitsu shall inspect PRODUCTS. PRODUCTS will be presumed accepted upon
shipment, unless Fujitsu shall reject in writing any such PRODUCT within such
period for defects or return such PRODUCTS within the same time frame if they
are not in conformance with the applicable specifications described in ANNEX 1
PRODUCTS. Any such defective PRODUCTS shall be subject to standard Return
Materials Authorization ("RMA") procedures.
6.6 Should any products fail to pass inspection, Fujitsu shall notify NetApp
in writing without undue delay, preferably by fax in order to accelerate
the correction.
Fujitsu may request from NetApp a Return Material Authorization number,
which NetApp will provide within 48 hours. Upon receipt of a RMA number,
Fujitsu may, at NetApp's charge if a defect is found, return PRODUCTS to
NetApp for defect verification and repair or replacement. NetApp will
promptly verify any defect in the PRODUCTS and will deliver to freight
forwarder and repair or replace PRODUCTS at no charge to Fujitsu within
thirty(30) days of receipt of defective PRODUCTS. If Fujitsu advises
NetApp that an emergency condition exists, NetApp will use its
reasonable efforts to expedite repair or replacement to meet the needs
of Fujitsu.
7. DOWN-LEVEL PRODUCTS
7.1 Fujitsu shall have the right to order down-level HARDWARE PRODUCTS for
delivery not more than sixty (60) days following the announced end of
life of the products using normal delivery within normal lead times.
8. WARRANTY
8.1 NetApp warrants that for a period of one year for HARDWARE PRODUCTS and
ninety (90) days for SOFTWARE PRODUCTS following delivery by NetApp to
Fujitsu, the PRODUCTS and associated DOCUMENTATION shall (a) meet in all
material respects all specifications agreed upon by NetApp and Fujitsu,
and (b) conform in all material respects to applicable regulatory agency
requirements. In the event any defect is discovered within such period,
Fujitsu will use its reasonable efforts to identify the defects prior to
advising NetApp of the defects and requiring NetApp's technical
involvement to correct such defects. NetApp agrees to correct such
defects at NetApp's costs and expense within a time as defined in ANNEX
4, TECHNICAL SUPPORT following receipt of notice thereof.
For the warranty period, NetApp will repair or replace the PRODUCT, or
refund the purchase price, at its option. Replacement parts for the
HARDWARE PRODUCTS are warranted for ninety (90) days or the remainder of
the warranty period in effect on the original HARDWARE PRODUCTS,
whichever is greater.
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8.2 NetApp shall not be responsible for fixing any defects of PRODUCTS
resulting from Fujitsu or Fujitsu customer(s)' modification of PRODUCTS.
8.3 If any errors are discovered by Fujitsu after the end of the warranty
period, NetApp agrees to eliminate such errors on terms and conditions
as defined in ANNEX 3 PRICES, TERMS OF PAYMENT and ANNEX 4 TECHNICAL
SUPPORT.
8.4 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE FOREGOING WARRANTIES
OF NETAPP ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
9. INFRINGEMENT INDEMNIFICATION
9.1 NetApp agrees to indemnify, hold harmless and defend Fujitsu, its
distributors and its/their customers (hereinafter collectively "Indemnified
Party") from and against any and all damages, costs, and expenses, including
reasonable attorneys' fees, incurred in connection with a claim which, if true,
would constitute an infringement claim; provided NetApp is notified promptly in
writing of an infringement claim and given sole control over its defense or
settlement, and Fujitsu provides reasonable assistance in defense of the same.
9.2 Following notice of an Infringement Claim, NetApp may, at its expense,
either procure for the Indemnified Party the right to (i) continue to distribute
and use the alleged infringing PRODUCTS and DOCUMENTATION, or (ii) replace or
modify the PRODUCTS and DOCUMENTATION to make it non-infringing. If NetApp
elects to replace or modify the PRODUCTS, such replacement and modification
shall meet in all material respects the specifications agreed upon by NetApp and
Fujitsu.
9.3 NetApp shall have no liability for any Infringement Claim based on (i)
Indemnified Party's modification of the PRODUCTS and DOCUMENTATION without
NetApp's approval or (ii) Indemnified Party's combination of the PRODUCTS with
products other than those supplied from NetApp; provided that alleged
infringement would not have occurred without such modification or combination.
10. CHANGE REQUEST/MODIFICATIONS
NetApp shall retain the right to modify or discontinue PRODUCTS, provided it
gives Fujitsu 60 days prior written notice of such modifications for form, fit
or function changes or of discontinuance of PRODUCT. All changes other than
form, fit or function shall be in accordance with ANNEX 6 ENGINEERING CHANGE
NOTICE provisions.
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11. NON-DISCLOSURE
11.1 Each party agrees to maintain in confidence any and all confidential
information delivered to it by the other party. Each party shall
exercise at least the same degree of care as it uses in PRODUCTS its own
confidential information by the same nature, but in any event, at least
a reasonable degree of care. Such information required to be held in
confidence shall, if in writing, be marked "Confidential". Oral
information that is designated as confidential at the time of disclosure
thereof shall be reduced to writing and marked "Confidential", and
forwarded to the receiving party within ten(10) days after its oral
communication. A receiving party may disclose confidential information
of the disclosing party to its employees or third parties contracting
with the receiving party as may be necessary in the design, manufacture,
service and distribution of the PRODUCTS, but only if they are bound by
confidentiality obligations at least as stringent as stated herein.
The obligations hereunder shall not apply to information that
(1) is or becomes public domain; (2) is received from a third
party without confidentiality obligation to the disclosing
party; (3) is known by the receiving party without use of the
other party's confidential information; (4) is independently
developed by the receiving party or (5) is required to be
disclosed by operation of law; provided, however, that the
receiving party shall notify the disclosing party as soon as
reasonably possible in order for the disclosing party to attempt
to obtain an appropriate protective order.
11.2
Any announcement of the execution of this AGREEMENT, press release or other like
publicity or advertising material which contains information not previously
announced relating to this AGREEMENT shall be made available to third parties
only with the prior review and written approval of each party, which approval
shall not unreasonably be withheld.
12. PAYMENT
12.1 In consideration of the PRODUCT delivery, the licenses granted in
Section 2 and all other rights stated in this AGREEMENT, Fujitsu agrees
to pay the amounts detailed in ANNEX 3 - PRICES, TERMS OF PAYMENTS.
12.2 Any and all payments shall be in US Dollars, if not specifically stated
otherwise.
12.3 If so required by applicable laws, Fujitsu shall withhold the amount of
the income tax imposed by the government of Japan on the payment to be
made by Fujitsu to NetApp hereunder, and shall, without undue delay,
effect the payment of such tax so withheld to the appropriate tax
authorities of the government. If Fujitsu makes payment of such tax so
withheld, Fujitsu shall, as promptly as possible, send to NetApp an
official tax receipt or other evidence issued by such appropriate tax
authorities.
13. TECHNICAL SUPPORT
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13.1 NetApp agrees to provide technical support to Fujitsu according to the
provisions of ANNEX 4 TECHNICAL SUPPORT.
14 .ARBITRATION
If any dispute arising out of or related to this AGREEMENT is not
resolved between the parties, such dispute shall be finally settled by
arbitration. If NetApp initiates such arbitration, the arbitration shall
take place in Tokyo, Japan in accordance with the Japan Commercial
Arbitration Association rules. If Fujitsu initiates such arbitration,
the arbitration shall take place in Santa Clara County, California USA
in accordance with American Arbitration Association rules. An award
rendered in accordance with the arbitration shall be final and binding
on the parties, and any judgment upon such an award may be entered in
any court of competent jurisdiction. Any such arbitration shall be
conducted in the English language.
15 .EXPORT CONTROL
Notwithstanding any other provisions of this AGREEMENT to the contrary,
each of the parties agrees that no products, items, commodities or
technical data or information obtained from a party nor any direct
product of such technical data or information is intended to or shall be
exported or reexported, directly or indirectly, to any destination
restricted or prohibited by applicable law without necessary
authorization by the relevant governmental authority, including (without
limitation) the Japanese Ministry of International Trade and Industry,
the United States Bureau of Export Administration or other governmental
authorities of the United States with jurisdiction with respect to
export matters.
16 .NOTICES
All notice required or permitted under this AGREEMENT will be in
writing, will reference this AGREEMENT and will be deemed given: (a)
when delivered personally; (b) when sent by facsimile; (c) ten (10) days
after having been sent by registered or certified air mail, return
receipt requested, postage prepaid; or (d) the third business day after
deposit with a commercial overnight carrier, with written verification
of receipt. All communications will be sent to the address set forth in
ANNEX 5 NOTICES (or to such address as may be designated by a party by
giving written notice to the other party pursuant to this Section 16).
17 RECORDS
Fujitsu shall keep, for five (5) years following the sales transaction to
Fujitsu's
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customer, accurate customer and PRODUCT information necessary for technical
support or to adequately administer a recall of any OEM PRODUCTS. NetApp shall
keep, for five (5) years following the supply of each OEM PRODUCT to Fujitsu,
accurate PRODUCT information necessary for technical support of such OEM
PRODUCT.
18 TERMS AND TERMINATION
18.1 The terms of this AGREEMENT shall commence on the EFFECTIVE DATE and
continue thereafter for an initial period of three(3) years and
thereafter for successive one(1) year periods unless either party gives
not less than six(6) months notice prior to the end of any such period
of its intention not to renew.
18.2 Either party may elect to terminate this AGREEMENT for a material breach
of this AGREEMENT by the other party upon delivery of at least one(1)
month's prior written notice to the other party; provided, however, if
such material breach of contract is cured by the other party within said
one(1) month before the effective date of termination, such election and
notice shall be of no further force and effect and this AGREEMENT shall
not be terminated thereby.
18.3 Notwithstanding anything to the contrary set forth in this AGREEMENT,
the termination or expiration of this AGREEMENT shall not affect (i) any
purchase orders which have been accepted by NetApp prior to termination
of this AGREEMENT and (ii) the right of Fujitsu's customers to use the
SOFTWARE PRODUCTS which have been properly delivered before the
termination or expiration of this AGREEMENT. Sections 1, 8, 9, 11, 12,
15, 16, 17, 18.3 and 19 shall survive termination or expiration of this
AGREEMENT.
18.4 For 5 years after shipment of PRODUCTS to Fujitsu, NetApp shall support
the PRODUCTS (including spare parts) or its functional equivalent to
Fujitsu pursuant to the terms and conditions of this AGREEMENT that
Fujitsu needs:
- to fulfill its contractual delivery obligations (e.g. by a
binding tender) which have been entered into on the basis of
quotation prior to the expiration of this AGREEMENT, and/or
- to replace and/or expand systems to which products are already
connected to or embedded therein.
This subsection survives the termination of this Agreement.
19 . MISCELLANEOUS
19.1 Subject to the current provisions of any applicable license between
NetApp and the licensors of Java software, if Fujitsu desires to develop
Java-based applets and applications for filer administration, NetApp
agrees to grant a non-exclusive and worldwide license of such software
under terms and conditions to be negotiated
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provided such license is permissible under NetApp licenses with third
parties.
19.2 Except as specifically stated in this Agreement, neither this Agreement
nor any of the rights, interests or obligations of any party arising
hereunder shall be assigned or delegated by any party hereto without the
prior written consent of the other party. Any unauthorized assignment or
delegation shall be null and void.
19.3 This AGREEMENT may not be modified except by a written agreement
executed by the duly representatives of the party hereto.
19.4 If any provision of this AGREEMENT, or portion thereof, shall be held to
be unenforceable, that provision of this AGREEMENT will be enforced to
the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this AGREEMENT will continue in full force
and effect.
19.5 This AGREEMENT shall be governed by and construed in accordance with the
laws of California USA, without reference to its rules governing choice
of law.
19.6 This AGREEMENT states the entire agreement between the parties with
respect to the subject matter hereof.
19.7 The English language version of this Agreement shall be controlling.
FUJITSU LIMITED NETWORK APPLIANCE INC.
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Signature Signature
Print
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Title
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Date Date
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ANNEX 1 PRODUCTS, SYSTEM DOCUMENTATION, USER DOCUMENTATION
ANNEX 2 LEAD TIMES, ROLLING FORECAST
ANNEX 3 PRICES, TERMS OF PAYMENT
ANNEX 4 TECHNICAL SUPPORT-Customer Service Standards
ANNEX 5 NOTICES
ANNEX 6 CHANGE NOTICE PROCEDURE