Exhibit 10
NetScout Amendment #6 5 April 2001
AMENDMENT NO. 6 TO
PRIVATE LABEL AGREEMENT
AND
PROJECT DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN
CISCO SYSTEMS, INC.
AND
NETSCOUT SYSTEMS, INC.
This Amendment No. 6 ("Amendment #6"), having an Effective Date of
April 13, 2001, is made by and between Cisco Systems, Inc., a California
corporation having its principal place of business at 000 Xxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000-0000, U.S.A. ("Cisco"), and NetScout Systems, Inc., (Formerly
known as Frontier Software Development, Inc.) a Delaware corporation having its
principal place of business at 0 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxxxx
00000 ("NetScout").
WHEREAS, Cisco and NetScout entered into the Project Development and
License Agreement on July 13, 1994 ("Software Agreement"), a Private Label
Agreement on October 17, 1995 ("Hardware Agreement") and five amendments dated
January 4, 1995 ("Amendment #1"), May 15, 1996 ("Amendment #2"), October 29,
1996 ("Amendment #3"), and Feb 23, 1998 ("Amendment #4"), and December 26, 1999
("Amendment #5), collectively the "Agreement"; and
WHEREAS, Cisco and NetScout desire to change and add certain terms to
the Agreement as specified below.
NOW THEREFORE, in consideration of the covenants and conditions
contained herein, the parties agree as follows:
1.0 Definitions.
All defined terms shall have the meaning as defined in the Agreement
except that terms defined herein shall have the meaning as defined in this
Amendment #6.
"Applications" shall mean, collectively, all NetScout RMON and other management
and monitoring application programs shipped to Cisco as Products (see Section 1
of Amendment #2) under the Agreement, including but not limited to,
TrafficDirector and TrafficScout. SwitchProbes, RMON Agents, and Embedded Agents
are not considered Applications.
"NetScout Manager Plus" is equivalent to the current NetScout product that is
offered by Cisco known as TrafficDirector, or TD.
"nGenius Real-Time Monitor or RTM" shall mean the bundle of NetScout products
that includes the components: nGenius Server, nGenius Traffic Monitor, nGenius
Packet Analyzer.
"nGenius Server and Traffic Monitor" was formerly known as TrafficScout
"LAN Management Solution or LMS" formerly known as CWSI LAN Bundle, or Campus
bundle, shall mean a Cisco LAN management product that includes one or more
Cisco LAN management applications, and specifically includes the NetScout
nGenius Application or the Cisco version of NetScout Manager Plus Application
known as TrafficDirector.
"Routed WAN Management Solution, or RWAN," formerly called WAN Bundle, shall
mean a Cisco WAN (Wide Area Networking) management product that includes one or
more Cisco WAN management applications, and specifically includes the NetScout
nGenius Real-Time Monitor Application or the Cisco version of NetScout Manager
Plus Application known as TrafficDirector.
NetScout Amendment #6 5 April 2001
[*] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
To be clear, the tables below are intended to add detail to the definitions.
Translations from previously used product names:
-------------------------------------------------------------------------------------------------
NAME IN AMENDMENT #6 EQUIVALENT NAME/MEANING IN CONTRACT
-------------------------------------------------------------------------------------------------
- TrafficDirector or TD NetScout Manager Plus
-------------------------------------------------------------------------------------------------
- nGenius Server and Traffic Monitor TrafficScout
-------------------------------------------------------------------------------------------------
- LAN Management Solution (LMS) for Windows NT CWSI-LAN bundle
and Solaris systems
- Campus bundle for AIX and HPUX systems
-------------------------------------------------------------------------------------------------
- Routed WAN Management Solution (RWAN) WAN bundle
-------------------------------------------------------------------------------------------------
Cisco product bundles that contain NetScout products:
-------------------------------------------------------------------------------------------------
CURRENT CISCO BUNDLE CONTAINS CURRENT NETSCOUT PRODUCTS
-------------------------------------------------------------------------------------------------
- LAN Management Solution (LMS) for Windows NetScout Manager Plus
NT/2000 and Solaris systems
- Routed WAN Management Solution (RWAN) for
Windows NT/2000 and Solaris systems
- Campus bundle for AIX and HPUX systems
-------------------------------------------------------------------------------------------------
Components of NetScout product bundles:
-------------------------------------------------------------------------------------------------
NETSCOUT BUNDLE NAME CONTAINS NETSCOUT PRODUCT(S)
-------------------------------------------------------------------------------------------------
NetScout Manager Plus Not offered in a bundle, only standalone
-------------------------------------------------------------------------------------------------
nGenius Real-Time Monitor nGenius Server
nGenius Traffic Monitor
nGenius Packet Analyzer
-------------------------------------------------------------------------------------------------
"Effective Date" as used herein shall mean the Effective Date of this Amendment
#6.
"First Customer Shipment (FCS)" shall mean first shipment for revenue of a new
release of a product by Cisco per Cisco's then existing new product release
process.
2.0 All terms in this Amendment #6 shall supercede any previous terms that
may conflict with these.
3.0 Add NetScout nGenius Real Time Monitor (RTM)
The Parties agree to add NetScout products to Cisco bundles. Cisco
shall pay the royalties given in Section 4 of this Amendment for the right to
distribute NetScout's nGenius Real-Time Monitor (RTM) in two (2) Cisco product
bundles:
(i) LAN Management Solution (LMS) for Windows NT/2000 and Solaris
systems
(ii) Routed WAN Management Solution for Windows NT/2000 and Solaris
systems
4.0 Royalties Fees, Trigger Events, and Schedules
Notwithstanding anything to the contrary in the Agreement, the royalty
for each unit of the NetScout nGenius Real-Time Monitor (RTM) and
TrafficDirector shipped for revenue by Cisco shall be as set forth below:
Cisco Systems Confidential Information Page 2
NetScout Amendment #6 5 April 2001
[*] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
LAN MANAGEMENT SOLUTION (LMS) FOR WINDOWS NT/2000 AND SOLARIS SYSTEMS
----------------------------------------------------------------------------------------------------
TERMS ROYALTY PER UNIT
----------------------------------------------------------------------------------------------------
Royalties for RTM (bundled inside) upon FCS(1): [*]
----------------------------------------------------------------------------------------------------
RTM royalty will be [*] every [*] after FCS representing a [*] towards a [*].
----------------------------------------------------------------------------------------------------
Cisco is willing to [*] for each [*] that is mutually agreed to by both
companies and is [*].(2)
----------------------------------------------------------------------------------------------------
ROUTED WAN MANAGEMENT SOLUTION (RWAN) FOR WINDOWS NT/2000 AND SOLARIS SYSTEMS
----------------------------------------------------------------------------------------------------
TERMS ROYALTY PER UNIT
----------------------------------------------------------------------------------------------------
Royalties for RTM (bundled inside) [*] at the [*] for [*] [*]
----------------------------------------------------------------------------------------------------
Cisco is willing to [*] for each [*] that is mutually agreed to by both
companies and is [*].(2)
----------------------------------------------------------------------------------------------------
CAMPUS BUNDLE FOR AIX AND HPUX SYSTEMS
----------------------------------------------------------------------------------------------------
TERMS ROYALTY PER UNIT
----------------------------------------------------------------------------------------------------
Royalties for TrafficDirector (bundled inside) effective immediately [*]
----------------------------------------------------------------------------------------------------
5.0 Demonstrations, Not-For-Resale Evaluations
NetScout nGenius Real-Time Monitor (RTM) and TrafficDirector shipped by
Cisco for internal use, Not For Resale (NFR) kits, evaluations and
demonstrations will be [*] and require [*] to be made to NetScout and [*].
6.0 Maintenance Fees
The maintenance fee shall [*] for the [*] of the contract term, through
October 31, 2002.
7.0 Cisco Continue to offer TrafficDirector
For a [*] period commencing from Cisco's FCS, NetScout grants Cisco the
right to ship TD to new RTM customers. Regardless of whether such customers
elect to download [*], in such instances only, Cisco is obliged [*].
8.0 All other terms and conditions of the Agreement remain in full force
and in effect except as modified herein by Amendment #6.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives effective as of the last date given below.
--------
(1) Cisco's RTM FCS date is anticipated to be May 2001.
(2) The definition and proposal for new products or enhancements to existing
product that support Cisco's strategic initiatives (e.g. AVVID IP Telephony
support, [*], etc.) will be [*]. Cisco agrees to update NetScout on new
initiatives [*] its monitoring and management proposals for any such new
initiative and [*] based on meeting content and time to market goals. Both
parties re-acknowledge the clear understanding that Cisco [*] have strategic
initiatives for which incentive-garnering functionality may be [*].
Cisco Systems Confidential Information Page 3
NetScout Amendment #6 5 April 2001
[*] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
CISCO SYSTEMS, INC. NETSCOUT SYSTEMS, INC.
/s/ Xxxx XxXxxxxxx /s/ Xxxx Xxxxxxxxxx
------------------------------ ----------------------------------------
Signature Signature
Xxxx XxXxxxxxx Xxxx Xxxxxxxxxx
------------------------------ ----------------------------------------
Name Name
Dir, Eng., EMBU Vice President, Finance & Administration
------------------------------ ----------------------------------------
Title Title
4/19/01 4/13/01
------------------------------ ----------------------------------------
Date Date
Cisco Systems Confidential Information Page 4
