{"id":42616,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/oem-hardware-with-software-license-and-purchase-agreement2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"oem-hardware-with-software-license-and-purchase-agreement2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/oem-hardware-with-software-license-and-purchase-agreement2.html","title":{"rendered":"OEM Hardware (with Software) License and Purchase Agreement &#8211; Cisco Systems Inc. and SonicWALL Inc."},"content":{"rendered":"<pre>\n          OEM HARDWARE (WITH SOFTWARE) LICENSE AND PURCHASE AGREEMENT\n          -----------------------------------------------------------\n\n     THIS OEM HARDWARE (WITH SOFTWARE) LICENSE AND PURCHASE AGREEMENT, including\nthe Exhibits (\"Agreement\"), effective as of May 29, 2001 (\"Effective Date\"), is\nhereby made by and between Cisco Systems, Inc., a California corporation, having\nprincipal offices at 170 West Tasman Drive, San Jose, California 95134-1706\n(\"Cisco\") and SonicWALL, Inc., a California corporation, having principal\noffices at 1160 Bordeaux Drive, Sunnyvale, California 94089-1209 (\"Seller\").\n\n\n                                    RECITALS\n                                    --------\n\n     A.  Seller designs, manufactures and sells certain Products as set forth on\n\nExhibit A.\n---------\n\n     B.  Seller desires to sell the Products and Cisco desires to purchase the\nProducts for resale on a stand-alone basis and as incorporated into Cisco's\nproducts.\n\n\n                                    AGREEMENT\n                                    ---------\n\n     In consideration of the foregoing and the mutual promises and covenants\ncontained herein, the parties agree as follows:\n\n1.  SALES AND PURCHASES OF PRODUCTS\n    -------------------------------\n\n1.1  Products.  Subject to the terms and conditions of this Agreement, Seller\n     --------\nshall sell to Cisco the Products which Cisco may order from Seller. Products\nshall be manufactured by Seller according to the Product Specifications set\nforth in Exhibit B and the Cisco Quality Plan set forth in Exhibit C, as\n         ---------                                         ---------\nmodified from time to time by written agreement of Cisco and Seller. Products\ninclude hardware products and software. The software includes software imbedded\nin hardware or provided separately on disks or other media or provided\nelectronically, user documentation, packaging and any enhancements,\nmodifications, updates, bug fixes or releases to the Product that are made\ncommercially generally available. (\"Software\").\n\n1.2  Product Enhancements and New Products.  At the earliest date possible,\n     -------------------------------------\nSeller shall notify Cisco of any new product or enhancements to or advanced\nversions of existing Products, that are made commercially generally available.\nUpon written agreement between Cisco and Seller as to pricing and other terms\nrequired by Cisco, such products shall be considered Products under this\nAgreement and shall be purchased and sold under the terms and conditions of this\nAgreement. Cisco may convert any or all of its future orders of Products to any\nenhancements to or advancements of existing Products. If Seller implements any\nimproved technology (e.g., without limitation, improved manufacturing\nprocesses), Seller shall promptly so advise Cisco and, at Cisco's request,\ndiscuss with Cisco the possibility and advantages of using such improved\n\n\n\n\nSonicWALL OEM Agreement\n\n\ntechnology to redesign any Products. At Cisco's request, Seller shall negotiate\nany such redesign in good faith.\n\n1.3  Upgrades.  Seller shall keep Cisco informed of all Software upgrades,\n     --------\nenhancements, improvements and bug fixes. Seller shall make such items available\nto Cisco no later than the date Seller generally releases such items to any of\nits other customers and at no additional charge unless otherwise expressly\nprovided in this Agreement.\n\n1.4  Project Managers.  Each party has appointed a single project manager\n     ----------------\n(\"Project Manager\"). The names, addresses and telephone and fax numbers of the\nProject Managers are attached to this Agreement as Exhibit D. The Project\n                                                   ---------\nManagers shall act as liaisons between the parties with respect to their\nrespective performances of this Agreement and shall provide the parties from\ntime to time with the names and telephone numbers of additional specific contact\npersons (e.g., to communicate specific information regarding support,\nenhancements, etc.) when such direct contact is preferable. In the event that\neither party appoints a new Project Manager, such party shall promptly notify\nthe other.\n\n1.5  Non-Recurring Engineering.  Seller shall modify the Products in accordance\n     -------------------------\nwith the terms and conditions as set forth in Exhibit A.\n                                              ---------\n\n1.6  Agency Certification.  Seller shall certify the Products in accordance with\n     --------------------\nits own procedures as set forth in Exhibit B. Cisco agrees to pay a mutually\n                                   ---------\nagreed upon (NRE) charge for any additional certifications and\/or requirements\nthat it may require.\n\n1.7  Global Supply Management Reviews.  Reviews will be held on a quarterly\n     --------------------------------\nbasis, after the close of Cisco's fiscal quarter, to assess the performance of\nthe Seller against the mutually established objectives and criteria. Reviews\nwill include the resetting of standards for subsequent periods, as well as the\nestablishing and measuring Seller's performance record at Cisco. Upon Cisco's\nrequest, Seller shall provide Cisco with updated financial information. The\nlocation and\/or meeting method will be mutually agreed upon by the parties. If\non-site meetings are determined to be appropriate, the intent will be to\nalternate periodically between Seller's and Cisco's sites.\n\n2.  OWNERSHIP; GRANT OF RIGHTS\n    --------------------------\n\n2.1  OEM Right.  Seller hereby grants Cisco a nonexclusive, worldwide, royalty\n     ---------\nfree right and license to promote, market, resell and distribute the Products as\nstand-alone products or as incorporated into or in connection with Cisco's\nproducts subject to the terms and conditions of this Agreement.\n\n2.2  Cisco Property.\n     --------------\n\n(a)  During the term of this Agreement Cisco may provide equipment, designs,\nmaterials, software and other property of Cisco (collectively \"Cisco Property\")\nto Seller for its use in fulfilling its obligations hereunder. All Cisco\nProperty furnished to Seller by Cisco or paid for by Cisco in connection with\nthis Agreement shall (i) be clearly marked or tagged as the property of Cisco;\n(ii) be and remain personal property; (iii) be subject to inspection by Cisco at\nany time; (iv) be used by Seller and its subcontractors to perform its\nobligations under this Agreement and\n\n\n                                                                               2\n\n\n\nSonicWALL OEM Agreement\n\n\nfor interoperability purposes; (v) be kept free of liens and encumbrances;\n(vi) be kept separate from other materials, tools, or property of Seller or held\nby Seller; and, (vii) not be modified in any manner by Seller.\n\n(b)  Cisco shall retain all rights, title and interest in the Cisco Property,\nand Seller shall treat and maintain the Cisco Property with the same degree of\ncare as Seller uses with respect to its own valuable equipment, but in no event\nwith less than a reasonable degree of care for equipment of a similar kind and\nimportance. Seller shall bear all risk of loss or damage to Cisco Property until\nit is returned to Cisco. Upon Cisco's request, Seller shall deliver all Cisco\nProperty to Cisco in good condition, normal wear and tear excepted, without cost\nto Cisco (exclusive of freight costs); the parties shall determine the manner\nand procedure for returning the Cisco Property, and Cisco shall pay the\ncorresponding freight costs. Seller waives any legal or equitable right it may\nhave to withhold Cisco Property, and Seller shall execute all documents, or\ninstruments evidencing Cisco's ownership of the Cisco Property as Cisco may from\ntime to time request.\n\n2.3  Seller Property\n     ---------------\n\n     Except as expressly and unambiguously granted herein, all rights to the\nProducts and any modifications thereto and all related documentation and\nmaterials and any modifications thereto are retained by Seller, including\nwithout limitation, all copyrights, patent rights, trade secret rights, and all\nother intellectual or industrial property rights therein.\n\n3.  PRICES; PAYMENT\n    ---------------\n\n3.1  Non-Recurring Engineering (NRE).  Cisco shall pay the NRE payments as\n     -------------------------------\nspecified in Exhibit A subject to the terms and conditions therein.\n\n3.2  Prices.  Product prices, and discounts thereon, shall be as set forth in\n     ------\nExhibit A. Such prices shall be fixed for a period of 12 months commencing with\nthe Effective Date of this Agreement, except that if Seller's price offered to\nits customers generally for the Products are reduced, such reduction shall be\nimmediately effective and shall apply to all subsequent regular lead time orders\nissued by Cisco. Thereafter, Seller shall use commercially reasonable efforts to\nreduce the prices of Products by [***] annually commencing on each anniversary\nof the Effective Date, and such prices will be effective with respect to orders\nreceived thereafter. If Seller performs design enhancements to the current\nProducts resulting in increased performance, such improved Products shall not be\nsubject to the preceding sentence until the first anniversary of the date such\nimproved Products are first shipped to Cisco for commercial release, provided\nthat Seller shall continue to make the unimproved Products available for\npurchase by Cisco at the prices set forth on Exhibit A in accordance with the\nterms of this Section 3.2 for the duration of the fixed price period. Increased\nvolume requirements of Cisco shall be cause for price decreases, subject to\nnegotiation between Cisco and Seller. All prices and risk are F.C.A. Origin.\nCisco shall be responsible for all transportation and insurance costs.\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n\n                                                                               3\n\n\n\nSonicWALL OEM Agreement\n\n\n3.3  On-going Cost Reductions.  Seller shall use commercially reasonable efforts\n     ------------------------\nto achieve ongoing reductions in the costs of the bill of materials for the\nProducts. Seller and Cisco agree to reasonably share the benefits of such cost\nreductions. Seller shall work on achieving cost savings on both materials and\nprocesses, and such savings shall be reflected in a reduction of the purchase\nprice of the Products. In addition, Seller may institute any cost reduction\nproposals reasonably suggested by Cisco, and to reduce the purchase price of the\nProducts to Cisco by an amount equal to the per-unit savings realized therefrom.\n\n3.4  Taxes.  Prices stated in Exhibit A are in U.S. dollars and include any\n     -----                    ---------\nwithholding taxes and the like. Seller agrees that amounts paid pursuant to this\nAgreement are subject to sales and use tax, unless Cisco provides Seller with\nsatisfactory documentation (including but not limited to resale exemption or\nother certificates) supporting such status. All other items of tax based in\nwhole or in part on the income of a party shall be the sole responsibility of\nsuch party.\n\n3.5  Drawback.  Cisco reserves all rights to duty drawback, if any, which may be\n     --------\navailable as a result of the sale of Products to Cisco. Seller shall provide to\nCisco Certificates of Delivery and\/or Certificates of Manufacture as requested\nwithin ten (10) days of Cisco's request.\n\n3.6  Payment Terms.  Seller shall invoice Cisco with each shipment. All payments\n     -------------\nare due within thirty (30) days after receipt of shipment on Cisco's designated\ndock in the United States. Seller's invoice shall read 2% 10, Net 30 from date\nof receipt on such Cisco dock. Cisco shall be entitled to a two percent (2%)\ndiscount if payment is made within ten days of receipt on Cisco's dock. Invoices\nshall be remitted to Cisco Systems, Inc. PO BOX 641570, SAN JOSE, CA 95164-1570,\nATTN: ACCOUNTS PAYABLE; or via Electronic Data Interchange (EDI). No invoice\nshall be submitted to Cisco until shipment to Cisco of the Products covered by\nsuch invoice.\n\n4.  PURCHASE ORDERS\n    ---------------\n\n4.1  Purchase Orders.  Cisco's purchase orders for Products shall be submitted\n     ---------------\nto Seller in writing or via EDI. Each purchase order shall include:\n\n(a)  Identification of Products ordered by Cisco part number and descriptions;\n\n(b)  Quantity to be purchased;\n\n(c)  Price of Products ordered;\n\n(d)  Requested delivery dates; and\n\n(e)  Shipping and labeling instructions.\n\n4.2  Forecasts.  On or before the first business day of each calendar quarter,\n     ---------\nCisco shall issue a nonbinding forecast (broken down by month) of its\nrequirements for Products for such quarter. Each such nonbinding forecast also\nwill include a rolling forecast for the next three quarters containing the same\ninformation.\n\n4.3  Placement by Cisco.  All purchase orders and invoices under this Agreement\n     ------------------\nshall be subject only to the terms and conditions hereof. Standard lead-time\nshall be 45 days. The lead time for\n\n\n                                                                               4\n\n\n\nSonicWALL OEM Agreement\n\n\norders from Buffer Inventory (defined in Exhibit G) shall be 5 days. In the\nevent the terms of any such purchase order, confirmation or similar document\nconflict with or are additional to the terms of this Agreement, the terms of\nthis Agreement alone shall apply and shall govern regardless of execution of\nsuch document by one or both parties, except that the parties may agree to\nnegotiate non-preprinted terms which shall be effective only if executed by both\nparties. Any other Seller terms and conditions shall not apply to this Agreement\nor the purchase orders.\n\n4.4  Acceptance by Seller.  Subject to the establishment of mutually agreeable\n     --------------------\ndelivery dates (any requested delivery date that complies with the lead time set\nforth above shall be conclusively deemed agreeable), Seller shall accept and\nacknowledge in writing all purchase orders submitted by Cisco within two (2)\nworking days after receipt thereof. Each acknowledgment shall include a firm\nshipping date for the Products ordered in the purchase order. \"Working day\"\nshall mean a regular week day on which Cisco is open for business. Delivery\nshall be in accordance with accepted purchase orders. Seller shall give prompt\nwritten notice to Cisco of any anticipated delay.\n\n4.5  Reschedules, Work Stoppage and Cancellations.  Cisco may, at any time prior\n     --------------------------------------------\nto the delivery date, reschedule any purchase order in whole or in part or\nmodify the delivery schedule set forth in any purchase order but only in\naccordance with the terms of Exhibit E, provided that Cisco gives written notice\n                             ---------\nthereof.\n\n4.6  Order Increases.  Upon written request from Cisco, and according to best\n     ---------------\ncommercial practices, Seller shall: (i) deliver on the requested date the number\nof items ordered by Cisco in excess of that set forth in Cisco's estimated\nusage; and (ii) deliver items available in Seller's uncommitted stock in less\nthan the expected lead-time if so requested by Cisco. However the failure to\nperform the foregoing shall not be considered a default under this Agreement.\n\n4.7  Rush Orders.  Cisco may, at its option, submit purchase orders requesting\n     -----------\nimmediate delivery within three (3) working days (\"Rush Orders\"). Seller shall\nuse commercially reasonable efforts to fill Rush Orders. The parties shall\nnegotiate in good faith the prices for Rush Orders, taking into consideration\nSeller's available inventory and additional shipping and personnel expense.\n\n4.8  On Time Performance.  Seller's on time performance for delivery of for\n     -------------------\nforecasted Product quantities that are ordered in accordance with the 45 day\nlead time request set forth herein shall be measured as two (2) days early, zero\n(0) days late.\n\n4.9  Shipping.  All items shall be shipped in the manner specified as set forth\n     --------\nin the Cisco Quality Plan attached hereto as Exhibit C or as specified in the\nseparate purchase orders issued hereunder. In the event a shipment shall not\nmeet the delivery date, routing may be changed to premium transportation at\nCisco's request. In that event, Seller shall bear the expense of any difference\nin freight costs for the premium transportation.\n\n4.10  Delivery.  Cisco reserves the right to refuse delivery of any quantity of\n      --------\nProducts in excess of that specified in its purchase order and\/or any delivery\nmade more than five (5) days in advance of the delivery date. Cisco, at its\noption may return, freight collect, all such units received in advance or in\nexcess of the quantity specified on its purchase order line item, or may, at its\noption, retain such units with payment therefore deferred until it would\notherwise be due.\n\n\n                                                                               5\n\n\n\nSonicWALL OEM Agreement\n\n\n4.11  Allocation.  Seller shall in any event maintain the ability to supply\n      ----------\nall Product that Cisco orders from Seller. Seller agrees that, in the event of\nan allocation due to a Force Majeure event, as specified in Section 16.1,\nCisco's order(s), subject to normal lead-time requirements, shall be filled\naccording to an allocation plan no less favorable than that provided to any\nother Seller customer. Seller shall provide Cisco with as much notice as\npossible if it anticipates or has reason to believe that Seller's output of the\nProduct shall not be sufficient to meet Cisco's forecast for any period.\n\n4.12  Discontinuance.  Seller shall make available Products for a minimum period\n      --------------\nof three (3) years following the date of release of the Products (the \"Supply\nPeriod\") and in accordance with the Support Guidelines attached hereto as\nExhibit F and the terms of this Agreement. In the event that Seller intends to\n---------\ndiscontinue the manufacture and sale of any Product, Seller shall provide at\nleast six (6) months prior written notice to Cisco. During such six-month period\n(the \"Discontinuance Period\"), Cisco may place purchase orders for such Product\npursuant to this Agreement, provided however, the last delivery date for such\nProduct shall not be more than six (6) months after the end of such\nDiscontinuance Period. In no event shall Seller accept orders for such Product\nfrom any other new customers after it stops accepting orders for such Product\nfrom Cisco. During the Discontinuance Period, Cisco may place orders for\nProducts which have been forecasted by Cisco and which are not to be considered\n\"end of life\" purchases unless specified by Cisco, provided such units are\ndeliverable within six (6) months of the Discontinuance Period.\n\n4.13  Inventory and Stock Requirements.  Seller shall comply with the inventory\n      --------------------------------\nand stock requirements as set forth in Exhibit G.\n                                       ---------\n\n5.  PRODUCT ACCEPTANCE AND QUALITY\n    ------------------------------\n\n5.1  Inspection and Acceptance by Cisco.  Notwithstanding any prior inspection\n     ----------------------------------\nor payment by Cisco, all Products shall be subject to final inspection at\nCisco's specified destination within forty-five (45) days after delivery by\nSeller. In addition, Cisco shall be entitled to inspect by Product lot in\naccordance with the procedures specified in the Cisco Quality Plan.\nNotwithstanding the foregoing to the contrary, if and when Seller qualifies to\nbypass Cisco's incoming inspection requirement pursuant to the Cisco Quality\nPlan, Cisco shall have the right to reject any Product which Cisco determines to\nbe non-operable upon its removal from its original packaging and initial\ncheck-out (\"DOA\"), whether discovered by Cisco, its subcontractor or its\ncustomer; in any case, Cisco's sole remedy for Product rejection is set forth in\nSection 5.2 below.\n\n5.2  Rejection.  If any Product is defective in material or workmanship, or\n     ---------\notherwise not in conformity with the applicable Specifications, Cisco shall have\nthe right, at its sole option and remedy, to, at the time it notifies Seller of\nrejection of the affected Product, request correction or replacement of such\nProduct. Any Product that has been rejected or required to be corrected must be\nreplaced or corrected by, and at the expense of, the Seller within five (5)\nworking days of request by Cisco. If, after being requested by Cisco, Seller\nfails to replace or correct any defective item within the required time period,\nthen Cisco shall have the right, at its sole option and in addition to any other\nrights or remedies it may have, to replace or correct such Product and charge to\nSeller the cost occasioned thereby provided that such repair or replacement cost\nshall not exceed 20% of the purchase price. At Cisco's request, Seller shall\nprovide to Cisco a\n\n\n                                                                               6\n\n\n\nSonicWALL OEM Agreement\n\n\nfailure analysis report specifying the reason for failure of any rejected\nProduct. Seller shall follow the procedures in the Cisco Quality Plan and\nanalyze and respond to Product failures. Seller shall track Products returned\nfor replacement by lot number and date code (this obligation shall continue\nbeyond the Warranty Period). If the repaired or replacement Product does not\nconform to the Specifications, then Cisco shall have the right to request a\ncorrection or replacement of such Product, or demand a credit or refund for the\namount paid Seller for such non-conforming Product.\n\n5.3  Packing.  Unless otherwise specified in the Cisco Quality Plan, Seller\n     -------\nshall package and pack all goods in a manner which is (i) in accordance with\ngood commercial practice then carried out by Seller, (ii) acceptable to common\ncarriers for shipment at the lowest rate for the particular goods, and (iii) in\naccordance with I.C.C. regulations. Seller shall mark all containers with\nnecessary lifting, handling and shipping information and with purchase order\nnumbers, date of shipment, and the names of the consignee and consignor, if\napplicable. An itemized packing list shall accompany each shipment which shall\ninclude (i) prominently the purchase order number and (ii) the description, part\nnumber, revision level, and quantity of the Products so shipped.\n\n5.4  Return Procedure.  In the event Cisco rejects Product as set forth in this\n     ----------------\nSection 5 above, Cisco may, at its option, return the Product to Seller F.C.A.\nSeller's location in accordance with Seller's RMA procedure at Seller's expense,\nor retain such Product pending Seller's instructions.\n\n6.  PRODUCT SPECIFICATIONS; CHANGES\n    -------------------------------\n\n6.1  Specifications; Cisco Quality Plan.  Seller shall supply Product(s) in\n     ----------------------------------\nconformance with mutually agreed Product Specifications and the Cisco Quality\nPlan. Seller shall not make any material changes in the form, fit, function,\ndesign or appearance of any Product purchased hereunder, or to any\nSpecifications of any Product irrespective of impact on form, fit, or function,\nwithout Cisco's prior written approval.\n\n6.2  Pre-Shipment Testing.  Prior to delivery, Seller shall test all Products in\n     --------------------\naccordance with the Test Procedure as set forth in Exhibit H, and shall not\n                                                   ---------\nknowingly ship Products which fail to meet the Specifications. Seller agrees not\nto make any changes or modifications to any test process or procedure without\nprior written approval from Cisco. At its option Cisco may, from time to time\nand with reasonable prior notice, send its quality control personnel to Seller's\nfactory to observe the testing. In addition, Cisco may, from time to time,\nrequest modifications to Seller's test procedure, where repetitive failure to\nmeet Specifications has been noted on shipped equipment in accordance with the\nCisco Quality Plan. Seller shall not unreasonably withhold modifications of this\nprocedure.\n\n6.3  Engineering Change Approval.  Seller shall not make any changes to any\n     ---------------------------\nproduction process, or the controlled process parameters or sources, types or\ngrade classifications of materials used, with respect to any Product without\nfirst obtaining from Cisco an engineering change approval. Within one (1)\nworking day after learning of any bug or other problem in a Product which may\nresult or has already resulted in an impact to the installed customer base of\nsuch Product, the discovering party shall notify the other of such problem.\nSeller shall submit a request to make a change containing engineering data in\nsupport of the request. Within ten (10) working days of receiving such request,\nCisco shall respond to Seller's request and shall either (i) approve the\n\n\n                                                                               7\n\n\n\nSonicWALL OEM Agreement\n\n\nchange, (ii) disapprove the change, or (iii) extend the deadline for the\napproval or disapproval period for an additional twenty (20) working days.\n\n6.4  Cisco's Engineering Change Request.  When an engineering change is\n     ----------------------------------\nrequested by Cisco, Cisco shall provide Seller all applicable documentation,\nspecifications and the requested effective date of such engineering change.\nSeller shall respond initially within three (3) working days, advising Cisco as\nto (i) implementation and the effective date of such change, (ii) associated\ncosts and effect to on-hand materials, on-order materials and work in process,\nand (iii) the impact of the change upon existing Product pricing and shipment\nschedules for the entire period for which purchase orders are outstanding, and\nwhether Seller agrees to such request. Seller shall also identify any materials\nissue or process issue that modifies the shipment schedule that was in effect\nimmediately prior to the engineering change. Where a requested change may create\nscrap costs, Seller agrees to stop work in process and\/or orders for materials\nwithin twenty-four (24) hours of notification of such change by Cisco. Materials\non-hand or on-order and work in process which has become obsolete as a result of\nthe engineering change shall be treated in the same manner as termination of a\nProduct as set forth herein. In such event, Cisco shall issue requisite\ndocumentation and purchase order release changes before Seller shall begin the\nchange implementation.\n\n7.  END USER DOCUMENTATION AND TRADEMARKS\n    -------------------------------------\n\n7.1  End User Documentation.  Seller shall deliver end user documentation\n     ----------------------\ncomplying with the terms and conditions set forth in Exhibit I.\n                                                     ---------\n\n7.2  Trademarks.  During the term of this Agreement, Seller hereby grants to\n     ----------\nCisco a nonexclusive, nontransferable license to advertise the Product under the\nSeller trademarks, trade names, logos and\/or slogans listed on Exhibit J (the\n                                                               ---------\n\"Trademarks\") as updated by Seller and agreed to in writing by Cisco from time\nto time. Cisco shall use the Trademarks in accordance with Seller's trademark\nusage guidelines specified in Exhibit J, and all goodwill accrued through the\n                              -----------------------------------------------\nuse of Seller Trademarks shall inure to Seller. If any of Seller's Trademarks\n----------------------------------------------\nare to used in conjunction with Cisco's or another party's trademarks, on or in\nrelation to the Product, then Seller's Trademarks shall be presented legibly and\nprominently, but nevertheless separated from the other, so that each appears to\nbe a trademark in its own right, distinct from the other mark.\n\n8.  SUPPORT\n    -------\n\n     Seller shall provide the support services described in Exhibit F on the\n                                                            ---------\nterms and conditions set forth therein.\n\n9.  REPRESENTATIONS AND WARRANTIES\n    ------------------------------\n\n9.1  Warranty of Title.  Seller warrants and represents to Cisco that, to its\n     -----------------\nknowledge (i) Cisco shall acquire good and clear title to the Products, free and\nclear of all liens and encumbrances, (ii) all materials and services provided\nhereunder including, without limitation, the Products, are either owned or\nproperly licensed by Seller or are in the public domain and the use thereof by\nCisco, its representatives, distributors, dealers end users, and other direct\nand indirect customers does not and shall not infringe any proprietary rights of\nany third party, and (iii) Seller has the full power to enter into this\nAgreement, to carry out its obligations under this Agreement and to\n\n\n                                                                               8\n\n\n\nSonicWALL OEM Agreement\n\n\ngrant the rights and licenses granted to Cisco in this Agreement. As of the date\nof this Agreement, Seller represents that it has not received any notice or\nclaim from a third party alleging that the Product or any portion thereof,\ninfringes any proprietary rights of such third party.\n\n9.2  Year 2000 Compliance.  To Cisco and its customers, Seller warrants that the\n     --------------------\noccurrence in or use by the Product of dates before, on or after January 1, 2000\n(\"Millennial Dates\") will not by itself adversely affect its performance with\nrespect to date-dependent data, computations, output, or other functions\n(including, without limitation, calculating, comparing and sequencing). The\nProduct includes calendar year 2000 date conversion and compatibility\ncapabilities, including, but not limited to, date data century recognition, same\ncentury and multiple century formula and date value calculations, and user\ninterface date data values that reflect the century.\n\n9.3  Product Warranty.  To Cisco, Seller warrants the Products shall be new and\n     ----------------\nunused, shall perform in accordance with the applicable Specifications and\nrelated documentation provided by Seller (and shall achieve any function\ndescribed therein when used according to Seller documentation), and shall be\nfree from defects in materials and workmanship for a period of one (1) year from\nthe date of shipment by Seller (the \"Warranty Period\"). During the Warranty\nPeriod, Seller shall, at its own expense and risk, repair or replace (at its\noption), and return or deliver to the location designated by Cisco within\nfourteen (14) working days from receipt, any defective Product or part, provided\nthat the Product or part is returned to Seller. Unless Seller reasonably\ndemonstrates a returned item is free from the identified defect, Seller shall\npay the costs of all shipping and insurance of the item (including, upon repair\nor replacement, return of the same or replacement item to the original\nlocation). All replacement Products that are replacements for DOA Product\nreturned to Seller pursuant to Section 5.1 shall be new. All replaced or\nrepaired Products shall be warranted for the longer of six (6) months or the\nremaining Warranty Period for the Products being replaced or repaired. All\nreplaced parts become the property of Cisco. This limited warranty does not\nextend to any Products which have been misused, abused, serviced by anyone other\nthan an authorized representative of Seller, Cisco or a party authorized jointly\nby Seller and Cisco, or to any Products damaged due to accident or act of God or\nby any other event reasonably beyond the control of Seller. NO OTHER WARRANTIES\nARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES\nOF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.\n\n9.4  Epidemic Product Failure.  For the purposes of this Agreement epidemic\n     ------------------------\nfailure shall be deemed to have occurred if more than three percent (3%), or 100\nunits whichever is greater, of the then current total installed base of any\nProduct should fail in substantially the same manner within any time period of\nninety (90) days or if more than five percent (5%), or 150 units whichever is\ngreater, of the then current total installed base of any Product should fail in\nsubstantially the same manner within any time period of thirty (30) days, in\neach case excluding any failures that are attributable to wear and tear if the\naffected Products are no longer under warranty. In the case of epidemic failure,\nSeller and Cisco shall cooperate to implement the following procedure:\n\n(a)  Cisco shall promptly notify Seller upon discovery of the failure.\n\n\n                                                                               9\n\n\n\nSonicWALL OEM Agreement\n\n\n(b)  Within two (2) working days Seller shall give an initial response\nindicating its preliminary plan for diagnosing the problem.\n\n(c)  Seller and Cisco shall jointly exert all commercially reasonable efforts to\ndiagnose the problem and plan a work-around or more permanent solution.\n\n(d)  Seller shall apply its engineering change order procedure in appropriate\ncircumstances for hardware problems originating in the manufacturing process.\n\n(e)  Seller shall prepare and consult with Cisco regarding an appropriate\nrecovery plan as well as an appropriate work-around, as an interim solution, if\none is needed.\n\n(f)  Seller and Cisco shall mutually agree on a recovery plan, provided that\nCisco shall be entitled to require Seller to recall or perform field replacement\nof all defective Products as well as all Products which may be susceptible to\nthe same failure mode as required.\n\n(g)  Seller shall be responsible for all reasonable costs incurred in rectifying\nany epidemic failure caused by a failure of or defect in the Product, including\nwithout limitation, for any solution, work-arounds, recovery plan or engineering\nchanges.\n\n10.  MANUFACTURING RIGHTS\n     --------------------\n\n10.1  Cisco's Right to Manufacture.  For the term of this Agreement, subject to\n      ----------------------------\nCisco's compliance with all of the terms and conditions hereof, Seller hereby\ngrants Cisco a worldwide, nonexclusive, nontransferable right and license to\nmanufacture or have manufactured the Products (\"Manufacturing Rights\"), which\nCisco may exercise in accordance with this Agreement at any time upon the\noccurrence of the following events or circumstances:\n\n(a)  If Seller fails consistently and continuously to supply Cisco with Products\nmeeting the applicable Specifications in the quantities required in accordance\nwith Cisco purchase orders as required hereunder. For purposes of this Section,\nSeller shall be deemed to have failed consistently in performing its obligations\nto supply Products if (i) in any three (3) month period Seller fails to ship at\nleast seventy percent (70%) of the required quantities of the Product on or\nbefore the ship dates scheduled in accordance with this Agreement or (ii) there\nis an epidemic failure of the Products as set forth in Section 9.4 hereunder,\nand Seller has failed to rectify each such problem within six (6) months of\nreceipt of notification.\n\n(b)  If Seller transfers by sale, merger or other working combination of\nownership of or control in a single transaction over more than fifty percent\n(50%) of the voting securities or control of Seller to a party identified on\nExhibit N hereto.\n\n(c)  If Seller discontinues manufacturing the Product and does not make a\nsubstitute available to Cisco that the parties mutually agree is equivalent to,\nor greater in function than, the Product.\n\n(d)  If Seller is experiencing financial distress and either (i) there has been\nan Insolvency Event (as defined in Section 14.3), or, (ii) Seller's independent\nauditors have issued a going concern qualification in their opinion for the\nCompany's most recently completed fiscal year.\n\n\n                                                                              10\n\n\n\nSonicWALL OEM Agreement\n\n\nIf Cisco exercises its Manufacturing Rights pursuant to this Section 10.1, the\nprovisions of Sections 10.2 shall apply.\n\n10.2  (a)  Royalty.  Cisco shall pay the Product royalty set forth in Exhibit K.\n           -------                                                    ---------\n\n(b)  Audit Rights.  In the event Cisco exercises its Manufacturing Rights as\n     ------------\nprovided hereunder, Cisco agrees to keep and maintain, for a period of two (2)\nyears after the end of the year to which they pertain, complete and accurate\nrecords of the Products manufactured and distributed by Cisco in order to\ncalculate and confirm Cisco's royalty obligations hereunder. Upon reasonable\nprior notice, Seller shall have the right, exercisable not more than once every\ntwelve (12) months, to appoint an independent accounting firm reasonably\nacceptable to Cisco, at Seller's expense, to examine such books, records and\naccounts during Cisco's normal business hours to verify the royalties due by\nCisco to Seller hereunder, subject to such independent accounting firm's\nexecution of Cisco's standard confidentiality agreement; provided that execution\nof such agreement shall not preclude such firm from reporting its results to\nSeller. In the event such audit discloses an underpayment or overpayment of\nroyalties due hereunder, the appropriate party shall promptly remit the amounts\ndue to the other party.\n\n10.3  Manufacturing Information Escrow.  The parties agree that upon request by\n      --------------------------------\nCisco, Seller shall promptly place into an escrow account: (i) the source code\nand applicable documentation for the Products (in either electronic media form\nor hard copy); (ii) certain applicable manufacturing information (\"Manufacturing\nInformation\"); and (iii) any other information required as set forth in\nExhibit L. Cisco shall select the escrow agent (subject to Seller's reasonable\n---------\napproval), and be responsible for the establishment, administration and cost of\nthe escrow account. The parties and the escrow agent shall enter into a\nManufacturing Escrow Agreement in the form and substance as set forth in\nExhibit L. Immediately upon termination of this Agreement, all Manufacturing\n---------\nInformation shall be released back to Seller. The Manufacturing Information\nshall be released for use by Cisco, subject to the terms and conditions hereof,\nonly after notice to Seller and only under circumstances in which Cisco would\notherwise be entitled to exercise the Manufacturing Rights as set forth in the\nEscrow Agreement. On the first business day of each calendar quarter Seller\nshall deposit into escrow any and all updates, enhancements and modifications to\nthe Manufacturing Information. All Manufacturing Information shall be treated as\nConfidential Information of Seller.\n\n10.4  Continuing Technical Support and Assistance.  In the event Cisco exercises\n      -------------------------------------------\nits Manufacturing Rights hereunder, at a mutually agreed upon cost, Seller shall\nprovide Cisco such technical support and assistance as Cisco may reasonably\nrequest in connection with the manufacture of the Products.\n\n11.  INDEMNITY\n     ---------\n\n11.1  Indemnification by Seller.  Seller shall defend, indemnify and hold\nharmless Cisco and its officers, directors, employees, shareholders, customers,\nagents, successors and assigns from and against any and all loss, damages,\nliabilities, settlements, costs and expenses (including legal expenses and the\nexpenses of other professionals) as incurred, resulting from or arising out of\nany third party claim which alleges that any Product provided to Cisco hereunder\nor the use, manufacture, import, service, support, sale, or distribution thereof\ninfringes upon,\n\n\n                                                                              11\n\n\n\nSonicWALL OEM Agreement\n\n\nmisappropriates or violates any patents, copyrights, trademarks, or trade secret\nrights or other proprietary rights, of persons, firms or entities who are not\nparties to this Agreement. As a condition to such defense and indemnification,\nCisco will provide Seller with written notice of the claim within ten (10) days\nof first learning of the claim and permit Seller to control the defense,\nsettlement, adjustment or compromise of any such claim. Cisco may employ counsel\nat its own expense to assist it with respect to any such claim; provided,\nhowever, that if such counsel is necessary because Seller has not assumed\ncontrol, Seller will bear the expense of such counsel. Cisco shall have no\nauthority to settle any claim on behalf of Seller.\n\n11.2  Seller's Efforts.  If the manufacture, import, service, support,\n      ----------------\ndistribution, use or sale of the Product is enjoined ,becomes the subject of a\nclaim of infringement, or in Seller's reasonable estimation is likely to become\nthe subject of such a claim, Seller shall obtain such licenses, or make such\nreplacements or modifications, as are necessary to the continue the manufacture,\ndistribution, use or sale of the Product without infringement and in compliance\nwith the Specifications. If Seller is unable to achieve either of the foregoing\nwithin ninety (90) days after receipt of notice thereof, Seller shall be\nentitled to terminate this Agreement without further penalty and shall promptly\nrefund to Cisco the invoiced purchase price, plus all shipping, storage, and\nassociated costs, of any Products returned freight collect to Seller which Cisco\nis legally prohibited from distributing, selling or using.\n\n11.3  Exceptions to Seller Indemnity.  Seller shall have no obligation under\n      ------------------------------\nparagraphs 11.1 and 11.2 to the extent any claim of infringement or\nmisappropriation results from (i) use of a Product in combination with any other\nproducts, if the infringement would not have occurred but for such combination;\n(ii) any alteration or modification of a Product not provided by Seller, if the\ninfringement would not have occurred but for such alteration or modification;\n(iii) use of the Product in a way not intended by Seller or not provided for or\ndescribed in the applicable technical documentation, if the infringement would\nnot have occurred but for such use of the Product; (iv) use of a Product after\nSeller has requested that such use be discontinued because of an infringement\nclaim; (v) use of a Product that has been modified or altered pursuant to a\nrequest from Cisco, if the infringement would not have occurred but for such\nalteration or modification, or (vii) exercise of Manufacturing Rights by Cisco.\nCisco shall indemnify and hold harmless Seller for any claims for which Seller\nis not responsible pursuant to the preceding sentence of this Section.\n\n12.  CONFIDENTIALITY\n     ---------------\n\n12.1  Agreement as Confidential Information.  The parties shall treat the terms\n      -------------------------------------\nand conditions and the existence of this Agreement as Confidential Information.\nEach party shall obtain the other's consent prior to any publication,\npresentation, public announcement or press release concerning the existence or\nterms and conditions of this Agreement, provided that either party may disclose\nsuch information without the other party's consent when required to do so by\nlaw.\n\n12.2  Confidential Information.  The parties shall comply with the provisions of\n      ------------------------\nthe Non-Disclosure Agreement attached hereto as Exhibit M (the \"NDA\"). To the\n                                                ---------\nextent that the term stated in the NDA terminates prior to the termination of\nthis Agreement, the parties agree that the term of the NDA shall be\nautomatically extended to the term of this Agreement.\n\n\n                                                                              12\n\n\n\nSonicWALL OEM Agreement\n\n\n13.  LIMITATION OF LIABILITY\n     -----------------------\n\n     EXCEPT AS PROVIDED UNDER SECTION 11 (INDEMNITY) OR SECTION 12\n(CONFIDENTIALITY) UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE\nOTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR\nEQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN\nCONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. THIS SECTION DOES NOT\nLIMIT EITHER PARTY'S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL\nDAMAGE TO TANGIBLE PROPERTY. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY TO\nCISCO IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY SELLER\nHEREUNDER WITH RESPECT TO THE PRODUCT THAT IS THE SUBJECT OF A CLAIM HEREUNDER.\n\n\n14.  TERM AND TERMINATION\n     --------------------\n\n14.1  Term.  Unless terminated earlier as provided herein, this Agreement shall\n      ----\nhave a term of three (3) years commencing from the Effective Date, unless\nterminated sooner by written notice given by a party pursuant to this Section.\nThis Agreement shall be automatically renewed for additional successive one (1)\nyear periods, unless written notice of non-renewal is received by the other\nparty no later than sixty (60) days prior to the expiration of the then current\nterm. Upon any expiration or termination, the rights and obligations of the\nparties shall continue except that Seller shall not be required to accept\nfurther orders or undertake further product development.\n\n14.2  Termination for Convenience.  Subject to its compliance with Exhibit E,\n      ---------------------------\nCisco may terminate this Agreement upon 30 days prior written notice to Seller.\nBoth Cisco and Seller agree to cooperate in good faith to minimize the negative\nimpact to both parties.\n\n14.3  Termination for Cause.  This Agreement may be terminated by a party for\n      ---------------------\ncause immediately upon the occurrence of and in accordance with the following:\n\n(a)  Insolvency Event.  Either may terminate this Agreement upon sixty (60) days\n     ----------------\nwritten notice to the other party upon the occurrence of any of the following\nevents: (i) a receiver is appointed for either party or its property; (ii)\neither makes a general assignment for the benefit of its creditors; (iii) either\nparty commences, or has commenced against it, proceedings under any bankruptcy,\ninsolvency or debtor's relief law, which proceedings are not dismissed within\nsixty (60) days; or (iv) either party is liquidated or dissolved without a\nsuccessor (each an \"Insolvency Event\").\n\n(b)  Default.  Either party may terminate this Agreement effective upon written\n     -------\nnotice to the other if the other party violates any covenant, agreement,\nrepresentation or warranty contained herein in any material respect or defaults\nor fails to perform any of its obligations or agreements hereunder in any\nmaterial respect, which violation, default or failure is not cured within thirty\n(30) days after notice thereof from the non-defaulting party stating its\nintention to terminate this Agreement by reason thereof.\n\n\n                                                                              13\n\n\n\nSonicWALL OEM Agreement\n\n\n14.4  Survival of Rights and Obligations Upon Termination.  The following\n      ---------------------------------------------------\nprovisions shall survive the termination or expiration of this Agreement:\nSections 2.2, 2.3, 3.4, 3.6, 9.3, 11, 12, 13, 14.4, 14.5, 16.4 through 16.8,\n16.10 through 16.16, and any rights of Seller to payment accrued through\ntermination or expiration. In addition, provided that Cisco has paid Seller all\namounts due Seller under the Agreement, Cisco's right to distribute Products in\ninventory or subject to any pending purchase order shall survive termination or\nexpiration of this Agreement. Furthermore, in the event of any termination or\nexpiration of this Agreement, Seller shall continue to provide maintenance\nsupport to Cisco at Seller's prevailing rates for a minimum of five (5) years\nafter termination or expiration for so long as Cisco pays for such support in\naccordance with Seller's then current policies.\n\n14.5  Return of Materials Upon Termination.  On or before ten (10) days after\n      ------------------------------------\nthe termination of this Agreement, Seller shall deliver to Cisco all Cisco\nConfidential Information and Cisco Property in Seller's possession, and within\nsuch time period Cisco shall return to Seller any Seller property in Cisco's\npossession. Cisco shall be entitled to retain any Seller Confidential\nInformation necessary to continue to support the Products, and shall return all\nother Seller Confidential Information within ten (10) days.\n\n15.  DESIGNATED THIRD PARTIES\n     ------------------------\n\n15.1  Designation.  Cisco may assign, subject to Sellers' prior approval in each\n      -----------\ncase, all or a portion of its rights to purchase the Products to Designated\nThird Parties. \"Designated Third Party\" for a Product shall mean each company\n(including without limitation Cisco's manufacturing subcontractors (\"Cisco\nSubcontractors\") and Cisco's trading partners (\"Trading Partners\")) which Cisco\nnotifies Seller in writing is authorized to purchase that Product from Seller\npursuant to the terms and conditions of this Agreement. Cisco shall be entitled\nto withdraw each such authorization by written notice to Seller, and upon such\nnotice the applicable company shall no longer be a \"Designated Third Party\" for\nthat Product and shall have no right to purchase any additional Product under\nthis Agreement. If so requested, Seller agrees to negotiate, in good faith (but\nwithout further obligation),with any Trading Partner modifications to the terms\nand conditions of this Agreement as applied to Product purchases by that Trading\nPartner.\n\n15.2  Application of Agreement to Designated Third Parties.  As provided above,\n      ----------------------------------------------------\na Designated Third Party may issue to Seller purchase orders of its own against\na purchase order issued by Cisco to such Designated Third Party. Cisco shall be\nliable to pay only for any Products ordered by Cisco and Cisco shall not be\nliable to pay for the Products ordered by Designated Third Parties. All\nreferences in this Agreement to purchases of, purchase orders for, or shipments\nof Products by or to Cisco shall mean by or to Cisco or the Designated Third\nParties. For purposes of volume pricing or other terms or conditions dependent\non volume, all purchases of Products by Cisco and Cisco Subcontractors shall be\naggregated for the benefit of Cisco and each Cisco Subcontractor.\n\n16.  MISCELLANEOUS\n     -------------\n\n16.1  Force Majeure.  Neither party shall be liable to the other for delays or\n      -------------\nfailures in performance resulting from causes beyond the reasonable control of\nthat party, including, but not\n\n\n                                                                              14\n\n\n\nSonicWALL OEM Agreement\n\n\nlimited to, acts of God, labor disputes or disturbances, material shortages or\nrationing, riots, acts of war, governmental regulations, communication or\nutility failures, or casualties. In the event Seller fails to deliver Product\nfor 90 days due to such causes, either party may either:\n\n(a)  Terminate this Agreement or any part hereof as to Product(s) not shipped;\nor\n\n(b)  Suspend this Agreement in whole or in part for the duration of the delaying\ncause (up to an additional 180 days). Seller shall resume performance under this\nAgreement immediately after the delaying cause ceases and, at Cisco's option,\nextend the then current term period for a period equivalent to the length of\ntime the excused delay endured.\n\n(c)  Exercise its Manufacturing Rights pursuant to this Agreement but only for\nthe period of the failure to deliver Product as a result of this Section 16.1.\n\n16.2  Compliance with Laws.  Seller warrants that in performance of work under\n      --------------------\nthis Agreement it has complied with or shall comply with all applicable federal,\nstate, local laws and ordinances now or hereafter enacted including, but not\nlimited to OSHA, the Fair Labor Standards Act of 1938 (29 USC 201-219), the\n8-Hour Law (40 USC 327-332), the Foreign Corrupt Practices Act (15 USC 78), the\nEqual Opportunity and Affirmative Action Regulations, and laws restraining the\nuse of convict labor. Seller warrants that in performance of work under this\nAgreement it has complied with all laws, regulations, statutes and ordinances of\nall governmental entities including local, state, federal or international, now\nor hereafter enacted, which regulate any material because it is radioactive,\ntoxic, hazardous or otherwise a danger to health, reproduction or the\nenvironment, including but not limited to the Comprehensive Environmental\nResponse Compensation and Liability Act of 1980, the Resource Conservation\nRecovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the\nMontreal Protocol, the Toxic Substances Control Act and similar laws, rules,\nstatutes, treaties or orders and international understandings. In addition,\nSeller shall secure and maintain adequate workmen's compensation insurance in\naccordance with the laws of the state or states from which Seller shall furnish\nthe Product and\/or services for Cisco. Upon Cisco's request, Seller shall issue\ncertificates certifying compliance with any of the aforementioned laws or\nregulations as may be applicable to the Product and\/or services being furnished\nhereunder.\n\n16.3  Import and Export.  Seller shall provide all information under its control\n      -----------------\nwhich is necessary or useful for Cisco to obtain any export or import licenses\nrequired for Cisco to ship or receive Product, including, but not limited to,\ncertificates of origin, (NAFTA, etc.), manufacturer's affidavits, Buy America\nqualification, and U.S. Federal Communications Commissions identifier, if\napplicable. This information is to be provided within ten (10) business days of\nCisco's request. The parties agree to comply with all applicable export laws and\nregulations of the United States.\n\n16.4  Relationship of Parties.  The parties are independent contractors under\n      -----------------------\nthis Agreement and no other relationship is intended, including a partnership,\nfranchise, joint venture, agency, employer\/employee, fiduciary, master\/servant\nrelationship, or other special relationship. Neither party shall act in a manner\nwhich expresses or implies a relationship other than that of independent\ncontractor, nor bind the other party. All performance obligations of Seller\nhereunder shall be deemed to require a commercially reasonable level of effort.\n\n\n                                                                              15\n\n\n\nSonicWALL OEM Agreement\n\n\n16.5  No Third Party Beneficiaries.  Unless otherwise expressly provided, no\n      ----------------------------\nprovisions of this Agreement are intended or shall be construed to confer upon\nor give to any person or entity other than Cisco and Seller any rights, remedies\nor other benefits under or by reason of this Agreement.\n\n16.6  Equitable Relief.  Each party acknowledges that a breach by the other\n      ----------------\nparty of any confidentiality or proprietary rights provision of this Agreement\nmay cause the non-breaching party irreparable damage, for which the award of\ndamages would not be adequate compensation. Consequently, the non-breaching\nparty may institute an action to enjoin the breaching party from any and all\nacts in violation of those provisions, which remedy shall be cumulative and not\nexclusive, and a party may seek entry of an injunction enjoining any breach or\nthreatened breach of those provisions, in addition to any other relief to which\nthe non-breaching party may be entitled at law or in equity.\n\n16.7  Attorneys Fees.  In addition to any other relief awarded, the prevailing\n      --------------\nparty in any action arising out of this Agreement shall be entitled to its\nreasonable attorneys' fees and costs.\n\n16.8  Notices.  Any notice required or permitted to be given by either party\n      -------\nunder this Agreement shall be in writing and shall be personally delivered or\nsent by a reputable overnight mail service (e.g., Federal Express), or by first\nclass mail (certified or registered), or by facsimile confirmed by first class\nmail (registered or certified), to the Project Manager of the other party.\nNotices will be deemed effective (i) three (3) working days after deposit,\npostage prepaid, if mailed, (ii) the next day if sent by overnight mail, or\n(iii) the same day if sent by facsimile and confirmed as set forth above. A copy\nof any notice shall be sent to the following:\n\n      Cisco Systems, Inc.                     SonicWALL, Inc.\n      170 West Tasman Drive                   1160 Bordeaux Drive\n      San Jose, CA  95134                     Sunnyvale, CA 94089-1209\n      Attn: VP Legal and Government           Attn Vice President, Business\n      Affairs                                 Development\n      Fax:  (408) 526-7019                    Fax:  (408) 962-1201\n\n16.9  Assignment.  Seller may not assign its rights or delegate its obligations\n      ----------\nhereunder, either in whole or in part, whether by operation of law or otherwise,\nwithout the prior written consent of Cisco, except that a party may assign to an\nentity that succeeds to all or substantially of its business or assets without\nsuch prior consent. Any other attempted assignment or delegation without Cisco's\nwritten consent will be void. The rights and liabilities of the parties under\nthis Agreement will bind and inure to the benefit of the parties' respective\nsuccessors and permitted assigns. For purposes of this Section, a change in\ncontrol in a single transaction of more than more than fifty percent (50%) of\nthe voting securities or control of a party hereto shall constitute an\nassignment. Except as set forth in Section 15.1 above, Cisco may not assign or\ntransfer this Agreement or its rights or obligations hereunder without the prior\nwritten consent of Seller.\n\n16.10  Waiver and Modification.  Failure by either party to enforce any\n       -----------------------\nprovision of this Agreement will not be deemed a waiver of future enforcement of\nthat or any other provision. Any waiver, amendment or other modification of any\nprovision of this Agreement will be effective only if in writing and signed by\nthe parties.\n\n\n                                                                              16\n\n\n\nSonicWALL OEM Agreement\n\n\n16.11  Severability.  If for any reason a court of competent jurisdiction finds\n       ------------\nany provision of this Agreement to be unenforceable, that provision of the\nAgreement will be enforced to the maximum extent permissible so as to effect the\nintent of the parties, and the remainder of this Agreement will continue in full\nforce and effect.\n\n16.12  Controlling Law and Jurisdiction.  This Agreement and any action related\n       --------------------------------\nthereto shall be governed, controlled, interpreted and defined by and under the\nlaws of the State of California and the United States, without regard to the\nconflicts of laws provisions thereof. Unless waived by Cisco, the exclusive\njurisdiction and venue of any action with respect to the subject matter of this\nAgreement shall be the state courts of the State of California for the County of\nSanta Clara or the United States District Court for the Northern District of\nCalifornia and each of the parties hereto submits itself to the exclusive\njurisdiction and venue of such courts for the purpose of any such action. The\nparties specifically disclaim the UN Convention on Contracts for the\nInternational Sale of Goods.\n\n16.13  Headings.  Headings used in this Agreement are for ease of reference only\n       --------\nand shall not be used to interpret any aspect of this Agreement.\n\n16.14  Entire Agreement.  This Agreement, including all exhibits which are\n       ----------------\nincorporated herein by reference, constitutes the entire agreement between the\nparties with respect to the subject matter hereof, and supersedes and replaces\nall prior and contemporaneous understandings or agreements, written or oral,\nregarding such subject matter.\n\n16.15  Counterparts.  This Agreement may be executed in two counterparts, each\n       ------------\nof which shall be an original and together which shall constitute one and the\nsame instrument.\n\n16.16  Basis of Bargain.  EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY\n       ----------------\nDISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL\nBARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT\nAND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER\nTHIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.\n\n\n                                                                              17\n\n\n\nSonicWALL OEM Agreement\n\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by\npersons duly authorized as of the date and year first above written.\n\nCISCO SYSTEMS, INC.                         SonicWall, Inc.\n                                            --------------\n                                            \"Seller\"\n\nBy:      \/s\/ Steve Danendinger              By:      \/s\/ Michael Sheridan\n   ---------------------------------           ---------------------------------\n\nName:        Steve Danendinger              Name:    Michael J. Sheridan\n     -------------------------------             -------------------------------\n\nTitle:   VP, Commodity Management           Title:   Chief Operating Officer\n      ------------------------------              ------------------------------\n\nDate:    May 28, 2001                       Date:    April 9, 2001\n     -------------------------------             -------------------------------\n\n\n                                                                              18\n\n\n\nSonicWALL OEM Agreement\n\n                                TABLE OF EXHIBITS\n\nEXHIBIT A - PRODUCTS; PRICES\nEXHIBIT B - PRODUCT SPECIFICATIONS\nEXHIBIT C - CISCO QUALITY PLAN\nEXHIBIT D - PROJECT MANAGERS\nEXHIBIT E - RESCHEDULES AND CANCELLATIONS\nEXHIBIT F - SUPPORT GUIDELINES\nEXHIBIT G - INVENTORY AND STOCK REQUIREMENTS\nEXHIBIT H - PRODUCT TESTING PROCEDURES\nEXHIBIT I - END USER DOCUMENTATION\nEXHIBIT J - TRADEMARKS AND TRADEMARK USAGE GUIDLINES\nEXHIBIT K - MANUFACTURING RIGHTS ROYALTY\nEXHIBIT L - MANUFACTURING INFORMATION AND ESCROW\nEXHIBIT M - NON-DISCLOSURE AGREEMENT\nEXHIBIT N - QUALIFYING COMPETITORS\n\n\n                                                                              19\n\n\n\nSonicWALL OEM Agreement\n\n\n                                    EXHIBIT A\n\n                                PRODUCTS; PRICES\n\n1.  Non-Recurring Engineering.\n    -------------------------\n\n(a)  Development.  Seller shall modify the Products in accordance with\n     -----------\nspecifications (the \"Specifications\") set forth below and deliver two (2)\nprototypes thereof (the \"Prototypes\") to Cisco in accordance with the following\nschedule:\n\n[***]\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n(b)  Prototype Acceptance.  Upon delivery of the Prototypes to Cisco, Cisco will\n     --------------------\ntest whether the Prototypes conform to the Specifications and the acceptance\ncriteria as set forth below. Cisco will accept or reject the Prototype within\nseven (7) days after delivery and will give Seller written notice of acceptance\nor rejection thereof. In the event that a Prototype does not conform to the\nSpecifications (such nonconformance will be referred to as \"Deficiencies\"),\nCisco shall reject the Prototype and provide written notice to Seller describing\nthe Deficiencies in sufficient detail to allow Seller to correct the\nDeficiencies. Within five (5) days of receiving such report, Seller will correct\nthe Deficiencies so that the Prototype conforms to the Specifications. The\nprocedure in this subsection (b) will be repeated with respect to a revised\nPrototype to determine whether it is acceptable to Cisco, unless and until Cisco\nissues a final rejection of the revised Prototype after rejecting the Prototype\non at least two (2) prior occasions At its option, Cisco may terminate this\nAgreement as to the development of a particular Product, provided that Seller\nshall be entitled to retain any NRE fees that have been paid or are due at the\ntime of termination.\n\n(c)  Acceptance Criteria.  Cisco shall accept the Prototypes if they meet the\n     -------------------\nfollowing acceptance criteria:\n\n(d)  NRE Payments. [***]\n     ------------\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n2.  Products and Prices.\n    -------------------\n\n(a)  When reference is made in the Agreement or any exhibit to Seller's\npublished U.S. List Price of a Product specially modified for Cisco, such\nreference shall mean Seller's published U.S. List Price for the Seller standard\nproduct upon which the Product has been based. Seller will sell Products branded\nwith Cisco's trademark only to Cisco.\n\n(b)  Cisco shall be entitled to discounts from the prices set forth herein, in\naccordance with the following schedule. Each category of volume discounts refers\nto the aggregate volume of Products purchased, after taking into account any\napplicable discounts.\n\n\n\n                                                                              20\n\n\n\nSonicWALL OEM Agreement\n\n\n(c)  Upon execution hereof and prior to the beginning of each contract year (the\nfirst contract year is the twelve month period commencing on the date hereof)\nCisco will furnish Seller with a good faith estimate of its aggregated unit\nvolume of orders for the applicable calendar quarter. Cisco will receive\ndiscounts in a given quarter based upon the aggregate quantity of Product\npurchased by Cisco in the previous calendar quarter. For the period of the first\ncalendar quarter after the Effective Date of the Agreement Cisco will receive a\nsixty (60) percent discount on all Products purchased during that quarter.\n\n(d)  Proposed Discount.\n     -----------------\n\n     [***]\n\n\n3.   Support Fees. [***]\n     ------------\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n\n                                                                              21\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT B\n\n                             PRODUCT SPECIFICATIONS\n\nRegulation Requirements:\nSonicWALL product adheres to the following requirements.\n\nSafety Marks to be applied to product relating to product safety.\n     UL (1) for USA and Canada, TUV\/GS (1), CE\n\nSafety Standards to be applied.\n     EN60950 1992 with A11 1997, ZB and ZC deviations\n     IEC 60950 3rd editions all national deviations for CB report\n     Bi-national 60950 1998 (UL 1950, CAN\/CSA-22.2 No. 950-m95)\n\n\nEMC\nEMC Marks to applied:\nFor commercial and other non-domestic\n     FCC class A, CE, VCCI class A, ICES-003 class A\n\n\nEMC Standards applied\nEMC Emissions\n-------------\nCFR 47, part 15, subpart B (FCC-USA)\nICES-003 (IC-Canada)\nVCCI (VCCI-Japan)\nEN61000-3-2 (1)\nEN61000-3-3 (1)\nCISPR 22 (International standard for many countries)\nEN55022 (CE, European Union)\n\nEMC Immunity\n------------\nEN55024 (CE, European Union)\nCISPR 24 (International standard for many countries)\n     EN 61000-4-2, 4 kV Contact, 8 kV Air discharge\n     EN 61000-4-3, 3 V\/m, 80 to 1000 MHz, 80% AM\n     EN 61000-4-4, 1 kV Mains, 0.5 kV data and control\n     EN 61000-4-5, 1 kV L to L, 2 kV L to G (1)\n     EN 61000-4-6, 3 V, 0.15 to 80 MHz, 80% AM\n     EN 61000-4-8, 1 A\/m, 50 Hz\n     EN 61000-4-110.5 p &gt;95%, 25 p 30 %, 250 p &gt;95% (1)\n\n(1) Not applicable to PCI cards\n\n\n                                                                              22\n\n\n\nSonicWALL OEM Agreement\n\n\nSSL PCI Module\nStandards\nIEEE 802.310Base-T Ethernet\nIEEE 802.3u 100Base-TX Fast Ethernet\n\nData Transfer Rates\nEthernet 10Mbps (half duplex)\n20Mbps (full duplex)\nFast Ethernet 100Mbps (half duplex)\n200Mbps (full duplex)\n\nNumber of Ports\n2 10\/100 TX Ports\n\nConfiguration Software OS Support\nWindows NT 4.0;\nRed Hat Linux 5.0, 6.0, 6.1, 6.2\n\nDimensions\nLength: 6.8\" Height: 4.2\" Bus Type: PCI 2.1\n\nWeight\n.5 lbs. (shipping weight 2 lbs.)\n\nPort Description\nNetwork Ports: One 10\/100Base TX\n\nEnvironmental Operating Range\nTemperature: 5(degree)to 40(degree)C (41(degree)104(degree)F)\nHumidity: 10 to 85% non-condensing\nAltitude: Up to 3,048 meters (10,000 ft)\n\nPower Requirements\nOperating Voltage: 5 VDC\nConsumption: 15W\n\nNetwork Cabling\nCable Type: UTP Category 5 (100m)\nConnector Type: RJ-45\n\nMemory\n64 MB RAM; 16 MB Flash ROM\n\nProtocols\nCSMA\/CD Ethernet\n\nPublic Key Cryptography Algorithms\nRSA--512\nRSA--1024\nRSA--2048\n\nEncryption Algorithms\n3DES\nDES\nARC4\nARC2\n\nHash Algorithms\nSHA1\nMD5\n\n\n                                                                              23\n\n\n\nSonicWALL OEM Agreement\n\n\nSSL Rack\/SSL Rack 3\/6\nStandards\nIEEE 802.3 10Base-T Ethernet\nIEEE 802.3u 100Base-TX Fast Ethernet\nData Transfer Rates\nEthernet 10Mbps (half duplex)\n20Mbps (full duplex)\nFast Ethernet 100Mbps (half duplex)\n200Mbps (full duplex)\n\nConfiguration Software OS Support\nWindows NT 4.0; Red Hat Linux 5.0, 6.0, 6.1, 6.2\n\nDimensions\nLength: 10. 5\" Height: 1U (1.75\") Width: 19\"\n*Length: 18.5\" Height: 1U (1.75\") Width 19\"\n\nWeight (Populated w\/PCI insert)\n6 lbs. (2.7 kg)\n\nPort Description (Based upon 1 PCI insert Card)\nNetwork Ports: Two 10\/100Base TX\nConsole Port: 1 DB9 Serial Port for  SSL Rack\nConsole Port: 6 DB9 Serial Port for  SSL Rack 6\nFailover Port: DB9 Serial Port for SSL Rack\nReset Switch: Push to reset hardware. Configuration data maintained.\n\nEnvironmental Operating Range\nTemperature: 0(degree)to 40(degree)C (32(degree)104(degree)F)\nHumidity: 10 to 85% non-condensing\nAltitude: Up to 3,048 meters (10,000 ft)\n\nPower Requirements\nOperating Voltage: 100-240 V 50-60Hz;\nConsumption: 20W (SSL Rack)\nConsumption: 150W (SSL Rack 6)\nPower Supply: Internal redundant power supplies\n\nNetwork Cabling\nCable Type: UTP Category 5 (100m)\nConnector Type: RJ-45\n\nMemory\/SSL Insert Card\n64 MB RAM; 16 MB Flash ROM\n\nProtocols\nCSMA\/CD Ethernet\n\nPublic Key Cryptography Algorithms\nRSA--512\nRSA--1024\nRSA--2048\n\nEncryption Algorithms\n3DES\nDES\n\n\n                                                                              24\n\n\n\nSonicWALL OEM Agreement\n\n\nARC4\nARC2\n\nHash Algorithms\nSHA1\nMD5\n\n*SSL Rack 3\/6\n** SSL Rack\n\n\n                                                                              25\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT C\n\n                               CISCO QUALITY PLAN\n\n1.  PURPOSE\n    -------\n\n          This Exhibit defines Cisco's quality program requirements for an OEM\n          Manufacturer and the OEM Manufacturer's component\n          suppliers\/manufacturing services and describes the responsibilities\n          for Manufacturing and Repair facilities for performing manufacturing,\n          repairs, inspecting, testing, packaging and supplying\/returning\n          products to Cisco.\n\n2.  SCOPE\n    -----\n\n          This Exhibit describes Cisco's requirements for Product Quality\n          Program for the manufacturing of products for Cisco. The term\n          \"quality\" as used herein means conformance to the following applicable\n          specifications:\n\n\n          Description                                          Date                      Cisco Part Number\n          -----------------------------------                ---------                   -----------------\n                                                                             \n          Product Specification                         (fill in as required)\n          Manufacturing Test Plan                       (fill in as required)\n          Specification Source Control                  (fill in as required)        95-XXX-XX Rev. XX\n          Document\n          Reliability Demonstration Test And            6\/28\/96                      700577-0000\n          Ongoing Reliability Test Procedure\n          Packaging Test Specification                  4\/15\/96                      700297-0000\n          In-Bound Labeling Specification               11\/24\/97                     701743-0000\n\n\n\n2.1  Objective\n     ---------\n\n               Cisco's objective is for a Supplier to deliver a product at a\n               dock-to-stock quality level without any qualification period. The\n               failure rate goal is less than 500 DPM (Defects per Million) per\n               FRU (Field Replaceable Unit) for products delivered to Cisco and\n               Cisco's customers.\n\n2.2  Applicable Documents:\n     --------------------\n\n               ISO-9001, Revision 1994 Model for quality assurance in\n               design\/development, production, Installation and servicing.\n\n               BABT 340 Production Quality Assurance Approval Scheme for\n               Manufacturers of Terminal Equipment.\n\n               ANSI\/ASQC Z1.4-1993\/Sampling procedures and tables for inspection\n               by variables for ANSI\/ASQC Z1.9-1993 percent defective TR-357\n               Component Reliability (Bellcore document) GR-78 Board Design,\n               Fabrication, and Assembly (Bellcore document).\n\n\n                                                                              26\n\n\n\nSonicWALL OEM Agreement\n\n\n3.  PRECEDENCE OF DOCUMENTS\n    -----------------------\n\n          In event of a conflict between the terms and conditions of this\n          Agreement, Cisco's Product Specification, and this Exhibit C, the\n          order of precedence shall be as follows:\n\n          (1) This Agreements,\n          (2) Cisco's Product Specification\n          (3) This Exhibit C\n\n4.     ACCEPTANCE AND QUALITY SUMMARY\n       ------------------------------\n\n4.1    Supplier shall comply with all provisions of this Exhibit and the\n       Products shall meet or exceed all quality and reliability standards of\n       this Exhibit.\n\n4.2    Products will be undergoing a Cisco acceptance test process or be shipped\n       directly to customers. Any Product fails testing upon removal from its\n       original packaging (know as a \"Dead-On-Arrival (DOA)), whether discovered\n       by Cisco or its customer, will be treated in accordance with Section 5.1\n       and 5.2 of the Agreement as though discovered during Cisco's acceptance\n       test process.\n\n4.3    If any of the products are defective in material or workmanship or are\n       otherwise not in conformity with the Specification requirements, Cisco\n       may either (a) reject and return the whole lot(s) for replacement or\n       repair at the Supplier's expense in accordance with Section 5.1 and 5.2\n       of the Agreement, or (b) perform one hundred percent testing and retain\n       all conforming Products and return for replace or repair the\n       nonconforming Product at the Supplier's expense in accordance with\n       Section 5.1 and 5.2 of the Agreement. All rejected\/returned lots\/Products\n       must be shipped as unique lots\/Products and not mixed with new material.\n\n4.4    At Cisco's option, the Supplier will provide, at Cisco's U.S. facility,\n       field service and\/or technical personnel on-site support as required to\n       correct defects found during the acceptance test process. Cisco and\n       Supplier shall establish response time based on Manufacturing's\n       requirements.\n\n4.5    The Supplier will provide a failure analysis for all DOAs (whether in or\n       out of warranty). The failure analysis report will contain: 1) Cisco's\n       part number; 2) serial number; 3) reason for return; 4)failure mode; 5)\n       cause of failure; and corrective action plan.\n\n4.6    Supplier shall have the capability to recognize that Products returned\n       that was previously repaired. Supplier will provide monthly repair\n       information in format acceptable to Cisco by serial number which will\n       indicate that the Product has been repaired multiple times.\n\n4.7    Product returned for repair that includes a specific failure mode that\n       can not be duplicated and passes all manufacturing test, must be\n       processed through a more strenuous, documented test process as compared\n       to the standard repair test process in order to duplicate failure mode.\n       The supplier shall provide monthly repair information by serial number on\n       the no problem founds.\n\n\n\n                                                                              27\n\n\n\nSonicWALL OEM Agreement\n\n\n4.8    Supplier shall notify Cisco in writing of any discrepancy from\n       Specifications discovered by Supplier which could have a detrimental\n       effect on previously shipped Products to Cisco. Supplier will make\n       recommendations regarding the disposition of such previously shipped\n       material.\n\n5.     SUPPLIER PROCESS REQUIREMENTS\n       -----------------------------\n\n5.1    Supplier General Process Requirements\n       -------------------------------------\n\n5.1.1  Supplier shall adhere to a quality\/repair plan (including a data\n       collection\/tracking\/reporting system) that will enable compliance with\n       the requirements of the terms and conditions of this Agreement. The data\n       collection\/tracking\/reporting system and procedures developed by the\n       Supplier shall be documented. Cisco will review this data\n       collection\/tracking\/reporting system during the Supplier Assessment\n       Survey.\n\n5.1.2  The Supplier shall maintain appropriate quality systems for Product\n       measurement and evaluation throughout the manufacturing and repair\n       process. The quality system shall meet ISO-9001 requirements, however\n       certification to ISO-9001 is not required, but is encouraged and is\n       considered an advantage when selecting an OEM supplier.\n\n5.1.3  If applicable, the Supplier Quality System must address BABT standards\n       and testing plans.\n\n5.1.4  Supplier is solely responsible as described in the Agreement for the\n       quality of the Product(s) and\/or components procured, manufactured, or\n       repaired for Cisco. Approval of Supplier's manufacturing process by Cisco\n       does not relieve Supplier of this responsibility.\n\n5.1.5  Supplier must have the capability to manage Engineering Changes on\n       assemblies by a change in part number for major changes and a change in\n       revision for minor changes. No verbal changes will be authorized. All\n       changes to the Product(s) must be according to Cisco approved\n       documentation, either by an issued Release Change Notice (RCN), released\n       drawing, or an approved deviation.\n\n5.1.6  Supplier must transport all Printed Circuit Boards (PCBs) in a sealed\n       Electric Static Discharge(ESD)protective bag with an ESD sensitive\n       warning label affixed to the bag.\n\n5.1.7  Specific packaging requirements for new manufacture product and repaired\n       product will be supplied by Cisco as required by Seller. In all cases,\n       packaging must be provided by the Supplier to enable all material arrives\n       at Cisco undamaged.\n\n5.2    Process Flow Charts\n       -------------------\n\n5.2.1  The Supplier shall provide a general process flowchart for the Product(s)\n       and major subassemblies as agreed to by Cisco and Supplier identifying\n       assembly, test, and inspection sub-processes.\n\n5.3    Data Collection Systems\n       -----------------------\n\n5.3.1  The Data Collection System will show where failure data is collected and\n       detailed process yields targets in Manufacturing and Repair facilities.\n       Supplier shall provide on-going reports of current\n\n\n                                                                              28\n\n\n\nSonicWALL OEM Agreement\n\n       yields at Cisco's option. The yield reports will be reviewed during the\n       Supplier Assessment Survey.\n\n\n5.4    Quality Reporting on New and Field Replaceable Unit (FRU) Product\n       -----------------------------------------------------------------\n       Returned for Repair Service\n       ---------------------------\n\n5.4.1  Supplier shall provide a monthly repair quality report showing by\n       Product\/assembly part number the number of no problem found and a summary\n       of the types of defects found.\n\n5.4.2  Cisco will provide a monthly reports to showing\n       manufacturing's\/installation DOA rates and associated defect details.\n       This information will be used to measure the effectiveness of Supplier's\n       manufacturing and repair process.\n\n5.4.3  For each defective unit returned to Supplier, the Supplier will provide a\n       failure analysis report stating the cause of the failure and what was\n       done to correct it; including a list of incorporated documented\n       Engineering changes.\n\n5.5    Control Of Purchases\n       --------------------\n\n5.5.1  Supplier will have a Quality Program that provides a reliable means of\n       determining the quality and reliability levels of all purchased supplies,\n       materials, and components used in the manufacturing and repair of\n       Product(s). Specification verification records must be kept on each\n       Supplier purchased or produced lot of components for one (1) year from\n       the date of delivery.\n\n5.5.2  In the event Supplier changes the vendor or selected source of a\n       component used in the Manufacturing or repair of Product(s) Supplier\n       shall collect quality\/evaluation data to support and justify the change\n       (data must show that quality levels are sustained and\/or improved). The\n       quality data will be made available to Cisco upon request. Section 5.6\n       and 5.7 below details what source changes require prior notification.\n\n5.5.3  Supplier is responsible for the proper handling, packing, and storage of\n       all materials consigned by Cisco. Suppler will be informed of special\n       handling, packaging, and storage needs as required.\n\n5.6    Defect Free Program\/Corrective and Preventive Action\n       ----------------------------------------------------\n\n              Cisco's goal is to receive Product(s) that are defect free.\n              Supplier shall document and implement a defect free program as\n              part of the Manufacturing and Repair quality program which\n              constantly reduces the defect rate of its Product(s) to a level\n              which achieves zero defects. Cisco shall not be obligated to\n              accept any defective Product(s)shipped by the Supplier.\n\n5.6.1  Supplier will establish a program to insure the performance of effective\n       corrective and preventive actions. This program will ensure that parts,\n       components or assemblies are corrected so as to properly perform their\n       intended function based on failure reporting and analysis information.\n\n\n                                                                              29\n\n\n\nSonicWALL OEM Agreement\n\n\n5.6.2  Supplier shall maintain records of corrective and Preventive actions\n       indicating the frequency defect during Manufacturing and Repair of\n       Product(s), the proposed corrective change in process, evaluation of its\n       effectiveness, and an effective date for implementation. Such records are\n       subject to review by Cisco.\n\n5.7    Changes in Manufacturing and Repair Process\n       -------------------------------------------\n\n5.7.1  If the Supplier changes the fundamental Manufacturing or Repair process\n       in such a way as to adversely affect the mechanical fit, electrical\n       performance, serviceability, or safety requirements of such Products, the\n       Supplier shall notify Cisco in writing within a reasonable period (no\n       less than 30 days) prior to the effective date of the proposed change.\n       Examples of changes which require notification include, but are not\n       limited to, the following:\n\n              o  Changes in major test equipment\n              o  Changes in burn-in time or environment\n              o  Changes in manufacturing or repair facility locations\n              o  Packaging\n              o  Cosmetic\n\n           The quality\/evaluation data will be submitted to Cisco for review\n           before implementing the change.\n\n5.8    Changes to the Product\n       ----------------------\n\n5.8.1  Supplier shall notify Cisco in writing as specified in Section 6 of this\n       Agreement prior to implementing any of the following types of changes to\n       the Product(s):\n\n              o  Any changes that affect the form, fit or function of the\n                 Product(s).\n              o  Any change of a programmed part on the Product(s).\n              o  Any change to the Product affecting clock speeds.\n              o  Any change to a custom or semi-custom I.C.\n              o  Any change made to the Printed Circuit Board fabrication or\n                 layout.\n              o  Any change to design or source of supply.\n\n5.8.2  Documentation of any Product change made which does not apply to the\n       above conditions shall be sent to Cisco within 30 days of implementation.\n       This notification will include any Engineering Change Notices that\n       improve product quality and\/or reliability, except that if these changes\n       affect form, fit, or function, that will be communicated in the timeframe\n       specified in the preceding paragraph.\n\n5.9    Re-Qualification\n       ----------------\n\n5.9.1  Major changes in the Manufacturing\/Repair process or product\n       construction\/design will require re-qualification to the Product\n       Specification. Cisco may require that the Supplier perform reliability\n       tests to confirm an equivalent or improved reliability of the Product(s).\n       Supplier shall coordinate notification of planned major changes with\n       Cisco. At Cisco request, Supplier shall run a pilot production.\n\n\n                                                                              30\n\n\n\nSonicWALL OEM Agreement\n\n6.     Product Qualification Program\n       -----------------------------\n\n              Product Qualification Program describes a series of reviews and\n              tests that the Supplier must accomplish before production\n              shipments begin.\n\n6.1    Manufacturing and Repair Process Qualification\n       ----------------------------------------------\n\n6.1.1  Cisco will conduct Manufacturing and Repair Process validation prior to\n       the start of Cisco Production. The Manufacturing and Repair process\n       validation will be accomplished by a combination of an on-site survey of\n       like processes and evaluation of the following documentation:\n\n              o  Any Parts list, schematics, and mechanical drawings, that\n                 been released to manufacturing for production build and\/or\n                 released to repair function for repair\/update activities.\n              o  Procedures for all phases of manufacturing and repair,\n                 assembly and test of the Product(s).\n              o  Demonstration that test\/burn-in time is adequate to\n                 eliminate residual infant mortality.\n              o  Yield and pareto data that will be collected at all test\n                 and inspection points.\n\n6.2    A first article of the Product(s) including packaging and shipping labels\n       will be inspected by Cisco before production shipment begins. The\n       information in the Specification Source Control Document(95-XXX-XX Rev.\n       XX) will be used to perform the first article inspection.\n\n7.     Supplier Audit Programs\n       -----------------------\n\n7.1    Out of Box Audits\n       -----------------\n\n7.1.1  The Supplier shall perform Out of Box audits on each lot shipped to Cisco\n       to meet a 99.8% acceptance rate based on ANSI\/ASQC Z1.4-1993 and\n       Z1.9-1993 at a AQL of 0.25. Any lots not meeting the 0.25 AQL will be\n       100% screened by Supplier to ensure their conformance to the Product\n       Specification.\n\n7.1.2  Any lots not meeting the 99.8% acceptance rate will be 100% screened by\n       the supplier to ensure their conformance to the Product Specification.\n\n7.2    On-Going Reliability Test (ORT)\n       -------------------------------\n\n7.2.1  The Supplier shall conduct on-going reliability testing in accordance\n       with Reliability Demonstration Test and On-going Reliability Test\n       Procedure (Part number 700577-0000) to monitor the on-going performance\n       of the manufacturing processes to identify Suppliers manufacturing\n       process problems at the Supplier's facility. The Product(s) used to\n       conduct the on-going reliability test can be used to fulfill Cisco's\n       Product(s) Purchase Orders.\n\n7.2.2  The results of the ORT will be made available to Cisco upon request. Any\n       failures in the ORT will be reported to Cisco along with the failure\n       analysis and corrective action taken.\n\n\n                                                                              31\n\n\n\nSonicWALL OEM Agreement\n\n7.2.3  An example: To demonstrate the reliability of the board is 100,000 MTBF,\n       Ongoing-Reliability-Testing (ORT) will be conducted. The ORT will consist\n       of testing three (3) boards per week (a total of 168 hours) for twelve\n       (12) weeks at 50 degrees (C) or thirty (30) boards total without any\n       failures. Any resulting defective boards will be analyzed and measured to\n       prevent further failures. The testing will continue until the 100,000\n       MTBF can be demonstrated using the above process. The three boards used\n       in the ORT can be shipped to Cisco after the standard tests are\n       conducted.\n\n7.3    Test Equipment Calibration\n       --------------------------\n\n7.3.1  Supplier shall maintain and calibrate test equipment to a documented\n       calibration procedure and all Calibration check must be traceable to the\n       National Bureau of Standards or to an equivalent multinational agency.\n       All test equipment or measuring devices not subject to periodic\n       calibration shall be so marked, with reference to the equipment vendor\n       specification exempting such calibration.\n\n8.     Cisco Audit Programs\n       --------------------\n\n8.1    Discovery\/Specification Conformance Testing\n       -------------------------------------------\n\n8.1.1  Cisco may conduct random audits of manufacturing and repair Product(s)\n       prior to accepting into finished goods. This audit is a final\n       configuration check that no product incompatibility changes have\n       developed.\n\n8.2    Supplier Process Audits\n       -----------------------\n\n8.2.1  Cisco may conduct quality audits at any time upon reasonable notice of\n       Supplier's facility during normal business hours to determine Supplier's\n       compliance with Cisco' quality requirements. These audits will include\n       review of all aspects of the manufacturing and repair process.\n\n8.3    Supplier Required Actions For Failure On New Manufacturer and Repaired\n       ----------------------------------------------------------------------\n       Product(s)\n       ----------\n\n8.3.1  If any failure occurs in Cisco's acceptance testing process or field\n       installation of Product(s), Supplier shall analyze the root cause and\n       take all appropriate corrective actions. If the Suppliers part(s) are\n       determined to be the cause of the failure, Supplier shall:\n\n              1.  Provide confirmation of failure within 24 hours of receipt\n                  of failing part.\n              2.  Provide root cause analysis of failure within 72 hours.\n              3.  Implement corrective actions to prevent recurrence of\n                  failure as necessary. Corrective actions shall be\n                  implemented as soon as possible (not to exceed 30 days)\n                  after the discovery of the failure.\n              4.  Supplier is required to take corrective action for\n                  non-conforming items prior to shipment of new and repaired\n                  Product(s).\n\n8.4    Cisco Process Yield\/Pareto Reports\n       ----------------------------------\n\n\n                                                                              32\n\n\n\nSonicWALL OEM Agreement\n\n\n8.4.1  Cisco shall send a summary of failures in manufacturing and the field to\n       the Supplier. The Supplier shall review the reports for any corrective\n       action needed that has not taken place through other evaluation efforts.\n\n       Regularly scheduled meetings will be conducted to review Supplier's\n       progress in improving its yields. Summaries of this information will be\n       distributed to management of both companies. Cisco will use the\n       information as a basis for awarding future business.\n\n\n                                                                              33\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT D\n\n                                PROJECT MANAGERS\n\nKevin Handa\nSonicWALL\nOEM Program Manager\n408-752-7825\nkhanda@sonicwall.com\n\nTim Wilson\nCisco Systems, Inc.\nTechnical Program Manager\nOEM Solutions\nGlobal Supply Management\n408-527-6776\ntimwilso@cisco.com\n\n\n                                                                              34\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT E\n\n                          RESCHEDULES AND CANCELLATIONS\n\n1.  Reschedules.  Cisco may reschedule the delivery date or modify the delivery\n    -----------\nlocations set forth on a purchase order for all or any portion of the Products\nordered provided that, (i) notice of Cisco's request to reschedule is received\nby Seller at least five (5) days prior to the original scheduled delivery date,\nand, (ii) rescheduling fees calculated as set forth in the table below shall\napply:\n\n\n\n-------------------------------- ------------------------------------------------------------------------\nNumber of Days before Original\nDelivery Date                         Quantity Subject to Reschedule and Permitted New Delivery Date\n-------------------------------- ------------------------------------------------------------------------\n                              \n                                 10% of quantity ordered for delivery on original delivery date.  New\n0-15 Calendar days               delivery date must be within 90 days of original scheduled delivery\n                                 date\n-------------------------------- ------------------------------------------------------------------------\n15-30 Calendar days              15% of quantity ordered for delivery on original delivery date.  New\n                                 Delivery date must be within 90 days of original scheduled delivery\n                                 date\n-------------------------------- ------------------------------------------------------------------------\n                                 20% of quantity ordered for delivery on original delivery date.  New\n31-60 Calendar days              delivery date must be within 120 days from original scheduled delivery\n                                 date\n-------------------------------- ------------------------------------------------------------------------\n60 +  Calendar days              Unlimited\n-------------------------------- ------------------------------------------------------------------------\n\n\nSuch reschedule may be up to 1 (one) time per Purchase Order and to a date up to\n30 (thirty) days from the originally scheduled date in the purchase order,\nprovided that, Cisco shall use its best efforts to not reschedule beyond the\nlast day of the calendar quarter in which the originally scheduled delivery date\noccurred.\n\n2.  Work Stoppage.  Cisco may, at any time prior to the Delivery Date, by a\n    -------------\nwritten order, suspend its purchase of products hereunder. Should Cisco request\nSupplier to stop shipment of Products, Supplier's obligations to meet delivery\ncommitments on such \"stopped\" shipments shall thereafter be suspended until such\ntime as Cisco requests Supplier to recommence shipment of Products. Cisco and\nSupplier shall work together to allow Supplier to resume production as soon as\npossible. Cisco agrees to treat any work stoppage as a reschedule if it intends\nto reschedule within the time period set forth above in Section 1 of this\nExhibit E or cancellation if it does not reschedule the delivery of the Product\nshipment. In either case, the relevant provisions of this Exhibit E regarding\ncancellation or reschedule shall apply.\n\n3.  Cancellation.\n    ------------\n\n    (a)  Prior to the delivery of any item, Cisco, for its own convenience, may\nnotify Seller in writing of its intent to cancel the order for Products,\nwhereupon Seller shall cease all further work in connection with such order and\ninvoice Cisco for the following charges and cancellation fees:\n\n\n\n                                                                              35\n\n\n\n\n\n-------------------------------- ---------------------- ------------------------ ------------------------\n                                   SonicWALL Finished    SonicWALL WIP based on\nNumber of Days before Original    Goods Based on Cisco      Cisco Orders and            Additional\nDelivery Date                            Orders                 Forecast             Cancellation Fees\n-------------------------------- ---------------------- ------------------------ ------------------------\n                                                                        \n\n0-30 Calendar days                       100%           100% Material cost and   Cost of material or\n                                                        SonicWALL value add      restocking fees\n-------------------------------- ---------------------- ------------------------ ------------------------\n31-60 Calendar days                     100%           Material Cost Unique     Cost of material or\n                                                        to Cisco Product         restocking fees\n-------------------------------- ---------------------- ------------------------ ------------------------\n                                                                                 Material Cost Unique\n60 +                                      0%            0%                       to Cisco Product\n-------------------------------- ---------------------- ------------------------ ------------------------\n\n\n     (b) Prior to the delivery of any item, Cisco, for its own convenience, may\nnotify Seller in writing of its intent to cancel the order for Products,\nwhereupon Cisco will pay Seller the following amounts in accordance with the\nchart set forth above:\n\n          (i) The price for all Products completed (which items were delivered\nor available for delivery at the time notice of termination was given) pursuant\nto the affected purchase order(s) and not previously paid for as specified in\nExhibit A to the Agreement; and\n\n          (ii) The actual, documented costs incurred by Seller related to the\ncanceled portion of the purchase order, including, only to the extent that any\ncomponents, materials and other inventory cannot be used in any of Seller's\nnon-Cisco products or are in excess of the quantities required for Seller's own\ndemand forecast: (i) Seller's cost of component inventory for the terminated\nportion of the purchase order(s), (ii) Seller's cost of work in process\nmaterials including manufacturing operations completed at the time of\ncancellation for the canceled portion of Cisco's purchase order, and (iii)\nreasonable cancellation charges incurred by Seller from component suppliers for\nthe canceled portion of Cisco's purchase order.\n\n     (c) Any claim for cancellation charges for such items must be submitted to\nCisco in writing within thirty (30) days after receipt of Cisco's cancellation\nnotice. Failure to submit the claim within thirty (30) working days will\nconstitute a waiver of all claims and a release of all Cisco's liability arising\nout of the termination.\n\n     (d) Upon payment of Seller's claim, Cisco shall be entitled to all work and\nmaterials fully paid for. Cisco is not responsible for any other costs or\nliability in connection within any cancellation.\n\n     (e) Prior to payment under this Section, Cisco may inspect Supplier's\ninventory of canceled Products and audit all relevant documents.\n\n\n                                                                              36\n\n\n\nSonicWALL OEM Agreement\n\n\n     (f) Notwithstanding anything in the foregoing to the contrary, in no event\nshall any charge exceed the aggregate price specified in the canceled purchase\norder(s) less payments otherwise made or to be made. Any amounts payable for\nproperty lost, damaged, stolen or destroyed prior to delivery to Cisco will be\nexcluded from amounts otherwise payable to Seller hereunder. THIS EXHIBIT SETS\nFORTH SELLER'S ENTIRE REMEDIES WITH RESPECT TO A CANCELLATION OF ANY PURCHASE\nORDER OF THE AGREEMENT.\n\n\n\n                                                                              37\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT F\n\n                               SUPPORT GUIDELINES\n\n                                 SELLER SUPPORT\n                            (Hardware with Software)\n\n1.     SUPPORT LEVEL DEFINITIONS\n       -------------------------\n\n1.1    Level 1 Support. Level 1 Support includes the following:\n       ---------------\n\n              o   Ability to provide general product information,\n                  configuration support, collection of relevant technical\n                  problem identification information, filter non-technical\n                  problems from technical problems.\n\n1.2    Level 2 Support. Level 2 Support includes the following:\n       ---------------\n\n              o   All Level 1 support capabilities plus:\n\n              o   Ability to support problem isolation and product\n                  specification defect determination\n\n              o   Lab simulation and interoperability testing\n\n              o   Action plan definition\n\n              o   Ability to analyze traces\n\n1.3    Level 3 Support. Level 3 Support includes the following:\n       ---------------\n\n              o   Fixing Product bugs\/defects or generating work-arounds;\n\n              o   Troubleshooting bugs\/defects that Level 2 support is unable\n                  to bring to resolution.\n\n2.     PROBLEM PRIORITIES DEFINITIONS\n       ------------------------------\n\n       Problem priorities shall be classified as follows:\n\n2.1    Priority 1: Cisco's customer's production network is down, causing\n       ----------\n       critical impact to business operations if service is not restored\n       quickly. No work around is available. Cisco, Cisco's customer, and Seller\n       will commit full time resources around the clock to resolve the\n       situation.\n\n2.2    Priority 2: Cisco's customer's production network is severely degraded,\n       ----------\n       impacting significant aspects of business operations. No work-around is\n       available. Cisco, Cisco's customer, and Seller will full time commit\n       resources during Business Hours to resolve the situation.\n\n2.3    Priority 3: Cisco's customer's network performance is degraded. Network\n       ----------\n       functionality is noticeably impaired, but most business operations\n       continue.\n\n2.4    Priority 4: Cisco or Cisco's customer requires information or assistance\n       ----------\n       on Product capabilities, installation, or configuration.\n\n\n                                                                              38\n\n\n\nSonicWALL OEM Agreement\n\n2.5    \"Business Hours\" means 6:00 a.m. to 6:00 p.m., Pacific Standard Time,\n        --------------\n       Monday through Friday, excluding Cisco-observed holidays.\n\n3.     ESCALATION GUIDELINES\n       ---------------------\n\n3.1    The following table sets forth the escalation guidelines by which Seller\n       shall address customer support problems reported by Cisco and involve its\n       management personnel to address such problems. Priority 1 problem\n       escalation times are measured in calendar hours, twenty-four (24) hours\n       per day, seven (7) days per week. Priority 2, Priority 3, and Priority 4\n       escalation times correspond with Business Hours. The Seller manager to\n       whom the problem is escalated will take ownership of the problem and\n       ensure that updates are provided to the appropriate Cisco personnel.\n       Cisco-initiated escalation's will begin at the Technical Support Group\n       Leader level and proceed upward. This will allow those most closely\n       associated with the support resources to correct any service problems\n       quickly.\n\n3.2    It is Cisco's policy to work with its customer to establish the Priority\n       for a problem and to accept the customer's determination of the Priority.\n       Seller shall accept the Priority designation agreed to by Cisco and\n       Cisco's customers and communicated to Seller by Cisco. Seller will work\n       with Cisco according to the processes and procedures contained in this\n       Exhibit F.\n\n\n\n       -------------------------------------------------------------------------------------------------------------\n       Elapsed Time      Priority 1              Priority 2              Priority 3               Priority 4\n       -------------------------------------------------------------------------------------------------------------\n                                                                                      \n       1-Hour            Technical Support\n                         Group Leader\n       -------------------------------------------------------------------------------------------------------------\n                         Technical               Technical Support\n       4-Hour            Support                 Group Leader\n                         Director\n       -------------------------------------------------------------------------------------------------------------\n       24-Hour           CTO                     Technical Support\n                                                 Director\n       -------------------------------------------------------------------------------------------------------------\n       48-Hour           President (CEO)         CTO\n\n       -------------------------------------------------------------------------------------------------------------\n       72-Hour                                                           Technical Support\n                                                                         Group Leader\n       -------------------------------------------------------------------------------------------------------------\n       96-Hour                                   President (CEO)         Technical Support        Technical Support\n                                                                         Director                 Group Leader\n       -------------------------------------------------------------------------------------------------------------\n\n\n\n                                                                              39\n\n\n\nSonicWALL OEM Agreement\n\n1.   Name: John Lasersohn\n           Technical Support Group Leader\n           Phone number: 408-752-7844\n           Pager: 408-962-7070\n           Cell Phone: N\/A\n           Email: johnl@sonicwall.com\n\n2.   Name: Vinay Anne\n           Technical Support Director\n           Phone number: 408-752-7848\n           Pager: N\/A\n           Cell Phone: 408-891-6878\n           Email: vinay@sonicwall.com\n\n3.   Name: Sudhakar Ravi\n           Chief Technical Officer\n           Phone number: 408-752-7808\n           Pager: N\/A\n           Cell Phone: 408-472-2960\n           Email: sudhakar@sonicwall.com\n\n4.   Name: Sreekanth Ravi\n           CEO\n           Phone number: 408-752-7990\n           Pager: N\/A\n           Cell Phone: 408-206-7019\n           Email: sreekanth@sonicwall.com\n\n\n4.     SUPPORT\n       -------\n\n4.1    Software Support.  Seller will support any release of Software for a\n       ----------------\n       period of thirty-six (36) months from the date of Cisco's first\n       commercial shipment of that release, meaning that for that time period,\n       errors in that release will be corrected either by means of a patch or\n       correction to that release. Subject to the prior written approval of the\n       Cisco Serviceability Design Engineer for the Software, a subsequent\n       release may be substituted to correct an error in any Software release.\n       Software releases shall be downward compatible. Seller shall have the\n       capability to electronically transfer Software patches\/fixes to Cisco.\n\n4.2    Product Support.\n       ---------------\n\n4.2.1  Maintenance Modifications.  Seller shall provide Cisco, at least thirty\n       -------------------------\n       (30) days' advance written notification for new releases of maintenance\n       modifications. Such modifications shall be approved by Cisco pursuant to\n       the engineering change procedures set forth in Section [6.3] of the\n       Agreement and shall be suitable for preparation by Cisco as Product for\n       distribution to Cisco's customers, at Cisco's discretion. Cisco may\n       request that Seller update all of Cisco's customer\n\n\n                                                                              40\n\n\n\nSonicWALL OEM Agreement\n\n\n       support documentation and Product inventory to incorporate\n       modifications. In addition, if Cisco and Seller reasonably determine\n       that a Product or the Product parts must be replaced in the field\n       (including without limitation to rectify epidemic failure), Seller\n       shall, at a minimum, provide retrofit kits to Cisco at no charge.\n\n4.2.2  Repair Procedure. Seller shall continue to provide repair for Products\n       ----------------\n       and Product parts after expiration of the Warranty Period until product\n       discontinuance. Repaired Products shall have a six (6) month warranty\n       from Seller after shipment to Cisco or the remainder of the replaced\n       Products warranty, whichever is greater. Repair is defined as repairing\n       the part or Product and bringing it up to the current change level.\n       Seller shall track Products returned for repair by serial number and\n       shall ship repaired parts within five (5) days of receipt. Cisco shall\n       pay for transportation of the repaired part back to Cisco. Each part\n       shall be individually packaged and shall meet Cisco packaging\n       specifications. Seller shall provide quarterly (or as agreed upon) part\n       failure reports. The part failure reports shall include, by serial number\n       (where possible), each part repaired, and detailed component level\n       failure analysis with the determined failure. Seller shall use a 2-day\n       carrier or better within the U.S. and 10-day or better internationally\n       (if applicable).\n\n4.2.3  Repair Charges: Without Cisco's approval, repair charges (out of\n       --------------\n       warranty) shall not exceed twenty-five percent (25%) of the agreed\n       selling price for such Product to Cisco. In the event that Product repair\n       costs are expected to exceed twenty-five percent (25%) of the agreed\n       selling price to Cisco, Seller shall immediately contact Cisco by email\n       for instructions.\n\n              [***]\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n4.2.4  Prices for Spare Parts: Price for spare parts are reflected in Exhibit A,\n       ----------------------\n       Pricing, of the Agreement.\n\n\n4.2.5  Emergency Part Shipment Procedure. In cases of emergency, as reasonably\n       ---------------------------------\n       determined by Cisco, Seller shall ship to Cisco available part(s) or a\n       Product with overnight delivery to Cisco, freight collect, using Cisco's\n       preferred overnight carrier.\n\n4.2.6  Discontinued Products. Seller shall continue to provide support,\n       ---------------------\n       including spare parts, to Cisco for each discontinued Product for five\n       (5) years after the date of such discontinuance or until termination of\n       the Agreement, whichever date occurs first.\n\n4.3    Customer Support. Cisco will provide Level 1 Support and Level 2 Support\n       ----------------\n       in the same manner that it provides such support for its other similar\n       products. Seller will provide Level 3 Support as requested by Cisco and\n       in accordance with the terms set forth in Exhibit A of this Agreement to\n       Cisco by telephone and\/or E-mail seven (7) days a week, twenty-four (24)\n       hours per day, with a maximum one (1) hour telephone response time for\n       all Priority 1 and Priority 2 problems. In the event that diagnostics and\n       troubleshooting are required at a customer site, Cisco and Seller will\n       provide, at their own expense, the necessary resources for problem\n       resolution, provided that if the diagnosed problem is not a problem with\n       the Product, Cisco shall reimburse Seller for its time and materials at\n       Seller's then standard rate for such services. Cisco shall provide Seller\n\n\n                                                                              41\n\n\n\nSonicWALL OEM Agreement\n\n\n       feedback on any Product bug\/defect and potential fixes. Seller shall\n       use commercially reasonable efforts to resolve a Product bug\/defect.\n\n4.4    Call Flow. The typical call flow shall be as follows: Cisco's Customer\n       ---------\n       Response Center (\"CRC\") will receive the initial customer call. The CRC\n       will open a case and forward to the appropriate Cisco Technical\n       Assistance Center (\"TAC\") for Level 1 support and Level 2 support. In the\n       event a Product problem cannot be resolved at this stage, the Product\n       problem will be escalated to the appropriate Cisco Development\n       Engineering group (\"Cisco DE\"). If a Product problem still cannot be\n       resolved, Cisco DE shall contact Seller's Development Engineering Support\n       Group (\"Seller DE\") for Level 3 support. (See appropriate Cisco and\n       Seller contacts in Section 6 of this Exhibit F.) Seller DE may consult\n       with Cisco DE if necessary. Seller DE will advise Cisco DE of it progress\n       and TAC will close the case when the problem is resolved. The TAC may\n       occasionally call Seller's Product Support Team directly for assistance\n       in resolving a case involving a Product.\n\n4.5    Support Prioritization and Escalation Guidelines. To ensure that all\n       ------------------------------------------------\n       Product problems and technical inquiries are reported in a standard\n       format, Seller will use and comply with the problem priority definitions\n       and escalation guidelines herein pursuant to Section 3.2. Based on the\n       priority of a Product problem, Seller will provide to Cisco fixes or\n       work-arounds in the following time frames:\n\n              o  Priority 1: Fix or work-around within eight (8) hours of\n                 problem report to Seller;\n\n              o  Priority 2: Fix or work-around within two (2) business days\n                 of problem report to Seller;\n\n              o  Priority 3: Fix or work-around within two (2) weeks of\n                 problem report to Seller;\n\n              o  Priority 4: Fix or work-around within one (1) month of\n                 problem report to Seller.\n\n       For Priority 3 or Priority 4 problems, if Seller is unable to meet the\n       time frames listed above, the Seller will provide to Cisco within that\n       time frame, at a minimum, a plan for addressing the problem.\n\n4.6    Support Documentation. Promptly upon Cisco's written request, Seller will\n       ---------------------\n       supply Cisco with appropriate technical documentation and resources that\n       Cisco reasonably determines to be useful or necessary to perform customer\n       support and troubleshooting or to analyze the technical benefits and\n       risks of introducing new releases of a Product into Cisco's customer\n       base. Such support documentation will include, without limitation: (i)\n       Product specifications, (ii) debugging\/support tools, and (iii) lists of\n       all error messages with explanations as needed and recommended actions.\n       Seller will regularly supply Cisco with all release notes or other\n       documentation defining the relevant Product information, symptoms,\n       solutions or work-arounds for Product problems. Seller will keep accurate\n       records of Product bugs\/defects and make such reports available to Cisco\n       at least quarterly. Seller will maintain an electronic means (e.g., an\n       FTP server) through which Cisco can obtain up-to-date information on\n       Product bugs\/defects, fixes, and code updates. During the term of this\n       Agreement, Seller will provide such support to Cisco at no charge.\n\n5.     Training.\n       --------\n\n\n                                                                              42\n\n\n\nSonicWALL OEM Agreement\n\n5.1    Seller shall offer, at no cost to Cisco, prior to Seller's first\n       commercial shipment of any major Product release and at least annually\n       thereafter, eight (8) hours of training at the Cisco's facility in Scotts\n       Valley, California, at mutually agreeable times. Training will include\n       installation and configuration of Seller's device and necessary\n       configuration for CSS 11000 product, including at least one (1) lab\n       exercise. Seller shall deliver to Cisco a multi-media version of the\n       training, which will be posted on Cisco's internal web-site to enable\n       world-wide access for Product training. Any subsequent releases of\n       Seller's Product that significantly changes the installation and\n       configuration of Seller's Hardware or Software (at Cisco's reasonable\n       discretion) will require subsequent training session(s) at the Seller's\n       expense. Cisco shall bear all travel expenses for its employees during\n       such training. Cisco may use the Seller's Products for internal\n       diagnostics, training, and demonstration purposes at no charge.\n\n5.2    Additional Product this training shall be offered, from time to time,\n       upon request by Cisco at such time, place and amount as reasonably agreed\n       to by Seller and shall also include, if necessary, compatibility issues\n       and engineering debug capabilities. All of Seller's reasonable expenses\n       in connection with such additional training shall be pre-approved and\n       reimbursed by Cisco, consistent with Cisco's standard policies. Such\n       additional training shall be offered to Cisco at a fifty percent (50%)\n       discount off of Seller's standard end user pricing for support training.\n\n6.     CISCO AND SELLER CONTACTS:\n       -------------------------\n\n       Cisco Contact Information\n       -------------------------\n\n       1.   Name:               Kate Pence, Serviceability Design Engineer\n                                (Office) phone number: (978) 206-3048\n                                (Pager) phone number: (800) 365-4578\n\nSeller Contact Information\n\n       1.   Name:               Vinay Anne, Director of Technical Support\n                                (Office) phone number: 408-752-7848\n                                (Cell) phone number: 408-891-6878\n\n\n7.     SUPPORT TERM AND TERMINATION.\n       ----------------------------\n\n7.1    Unless terminated earlier as provided herein, this support exhibit shall\n       have a term of one (1) year commencing on the Effective Date of the\n       Agreement, unless terminated sooner by written notice given by a party\n       pursuant to this Section. This support exhibit shall be renewed\n       automatically for additional successive one (1) year periods, unless\n       notice of non-renewal is given to Seller no later than sixty (60) days\n       prior to the expiration of the initial term or then current renewal term.\n\n\n                                                                              43\n\n\n\nSonicWALL OEM Agreement\n\n7.2    Cisco may terminate this support exhibit at any time for its convenience,\n       for no reason or for any reason, with thirty (30) days' written notice to\n       Seller. In the event of such termination, Cisco shall be entitled to a\n       prorated portion of any unused fees paid for support.\n\n7.3    This support exhibit may be terminated by Seller or Cisco for cause\n       pursuant to Section 13.3 of the Agreement.\n\n7.4    In the event of any termination or expiration of the Agreement, Seller\n       shall make available to Cisco the support reflected in this Exhibit F at\n       Seller's prevailing rates for a minimum of two (2) years after such\n       termination or expiration.\n\n7.5    The terms and conditions of this Section 7 supersede any terms and\n       conditions of the Agreement which are inconsistent with these terms and\n       conditions.\n\n\n\n                                                                              44\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT G\n\n                        INVENTORY AND STOCK REQUIREMENTS\n\n1.  Buffer Inventory.  Seller shall maintain a buffer inventory as agreed upon\n    ----------------\nin writing by the parties (the \"Buffer Inventory\"). Buffer Inventory shall be\nmanaged by Seller according to the Cisco Quality Plan and on a first In, first\nOut basis (\"FIFO\"). If Cisco submits a request forty-five (45) days in advance\nof the need for any adjustment, Seller shall make any quantity adjustments to\nBuffer Inventory requested by Cisco. Cisco may, at any time after the Buffer\nInventory has been established, place a purchase order for Products in Buffer\nInventory (an \"Expedited Purchase Order\"). Expedited Purchase Orders shall\nclearly specify that the Products shall be taken only from the Buffer Inventory\nand may not cover quantities in excess of required Buffer Inventory. In such\nevent, Seller shall be obligated to accept the Expedited Purchase Order and upon\nreceipt thereof, Seller shall (i) draw the requisite number of Products from\nBuffer Inventory and (ii) deliver such Products to Cisco on the delivery date\nspecified in the Expedited Purchase Order. Seller shall not accept Expedited\nPurchase Orders from Designated Third Parties unless Cisco has provided written\nauthorization therefor. Seller shall replenish Buffer Inventory within\nforty-five (45) days after any depletion. Cisco reserves the right to cancel the\nBuffer Inventory program at any time. Upon cancellation of Buffer Inventory\nprogram or Cisco's election to substitute Product under an order in accordance\nwith Section 1.2 of this Agreement, Seller will charge Cisco the agreed upon\nprice in Exhibit A for Product remaining in the Buffer Inventory. Upon\ntermination of OEM agreement, Cisco will be billed the agreed upon price in\nExhibit A for remaining Product in the Buffer Inventory.\n\n\n\n                                                                              45\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT H\n\n                           PRODUCT TESTING PROCEDURES\n\n         Sonicwall test procedures (document part number QABTP-SSL00020)\n\n\n\n                                                                              46\n\n\n\nSonicWALL OEM Agreement\n\n\n                                    EXHIBIT I\n\n                             END USER DOCUMENTATION\n\n1.  Scope.  Seller agrees to coordinate with Cisco, per this Agreement, the\n    -----\ndevelopment of all related end user documentation with a Cisco \"look-and-feel\"\n(as defined below) and shall provide Cisco with such documentation on media\nsufficient to allow Cisco to reproduce such documentation as part of the Product\npursuant to the licenses granted in this Agreement. In addition, Seller hereby\ngrants Cisco the right to modify, make derivative works of, and incorporate into\nCisco product documentation the end-user documentation provided by Seller to\nCisco hereunder.\n\n2.  Definitions.\n    -----------\n\n2.1  \"Cisco look and feel\" means utilizing and adhering to Cisco's then current\ncustomer documentation templates, style guide, and printing standards, as\ndefined and specified from time to time by Cisco and as described in the OEM\nDevelopment Package provided by Cisco.\n\n2.2  \"Document revision cycle\" means alpha, beta, and final draft stage reviews.\nCisco retains sole and final sign-off approval at the above-mentioned draft\nstages for all end-user documentation.\n\n2.3  \"End User Documentation\" is determined by the Product and Cisco's\ndocumentation guidelines. Documentation shall include, without limitation, Cisco\n____________ Install and Configuration Guide.\n\n3.  Ownership.  Cisco shall own all right, title and interest in the end-user\n    ---------\ndocumentation (in any format or medium) with Cisco \"look and feel\" developed by\nor for Cisco pursuant to this Agreement (the \"Cisco Documentation\"); provided,\nhowever, that Seller retains ownership of its pre-existing standard\ndocumentation. Seller hereby assigns to Cisco all right, title and interest to\nthe Cisco Documentation and shall execute such instruments as Cisco may\nreasonably may request to effect and record such assignment. Seller may not\ndistribute the Cisco Documentation in any format or medium or for any purpose,\nto any third party without the prior written consent of Cisco. Seller grants\nCisco the right to modify, make derivative works of, and incorporate into Cisco\nproduct documentation the end-user documentation provided by Seller to Cisco.\n\n4.  Print Quality.  Cisco's written approval is required prior to printing any\n    -------------\nend-user documentation with Cisco \"look-and-feel.\" Cisco retains the right to\nreview and approve any print vendor selected by Seller for adherence to Cisco\nquality practices and competitive pricing. Cisco shall provide, at its expense,\nall film for four-color covers. Cisco might, at its discretion, require a\nfirst-article prior to accepting delivery of any end-user documentation.\n\n5.  Document Revision Cycles\n    ------------------------\n\n5.1 \"Document revision cycles\" shall include all relevant Product enhancements,\nnew technical information, documentation errors, and\/or changes. Cisco retains\nsole and final draft sign-off approval.\n\n\n\n                                                                              47\n\n\n\nSonicWALL OEM Agreement\n\n\n5.2  Seller shall revise the end-user documentation as necessary to accurately\nsupport the Software. Seller and Cisco shall agree upon a reasonable revision\ncycle, determined by anticipated Software enhancements, documentation errors,\nand\/or changes.\n\n5.3  Seller shall issue Software release notes or errata in time to ship with\neach maintenance release of the Software, and provide them to Cisco.\n\n5.4  Seller shall notify Cisco within thirty (30) days of Seller's intent to\nrevise a document.\n\n5.5  Document revisions shall include all relevant Software enhancements and new\ntechnical information.\n\n5.6  Document revisions shall receive alpha, beta, and final draft reviews by\nCisco. Cisco retains sole and final draft sign-off approval.\n\n6.  Maintenance of user documentation\n    ---------------------------------\n\n6.1  Seller agrees to maintain the end-user documentation until Cisco notifies\nSeller it will cease distributing the particular end-user documentation.\n\n6.2  Revise end-user documentation as necessary to accurately support the\nProduct.\n\n6.3  Notify Cisco within thirty (30) days of intent to revise a document.\n\n6.4  Issue Software release notes or errata in a timely manner.\n\n6.5  Submit document revisions for beta and final draft reviews by Cisco.\n\n6.6  With each revision, provide Cisco electronic copies of files.\n\n6.7  Manage the physical documentation inventory.\n\n6.8  Maintain end-user documentation until Cisco notifies Seller it shall cease\ndistributing the end-user documentation.\n\n7.  Manufacture and electronic publication of user documentation\n    ------------------------------------------------------------\n\n7.1  Provide one (1) electronic copy of the End User Documentation to Cisco.\nProvide one (1) printed copy of each End User Documentation with each Product\nshipped.\n\n\n\n                                                                              48\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT J\n\n                    TRADEMARKS AND TRADEMARK USAGE GUIDELINES\n\n                         SonicWALL Logo Usage Guidelines\n                         -------------------------------\n\nThe SonicWALL Logo\n\nThe SonicWALL logo consists of the name \"SonicWALL\" in the Futura Condensed\nOblique typeface and stylized within a graphic arc.\n\nHow to use the SonicWALL logo\n\nThe SonicWALL logo may be used in any of the following ways. See Logo Usage\nSamples page for examples.\n\n     -    In two-color printing, the company name is in blue (PMS 533 C) and the\n          arc is in red (PMS 200 C). This is the preferred usage and is\n          presented on a white background.\n\n     -    Against a dark background, it is permissible to reverse the entire\n          logo in a negative effect (i.e. all white).\n\n     -    Against a dark background, it is also permissible to reverse the name\n          \"SonicWALL\" in white and print the arc in red.\n\n     -    If the logo appears in a single color only, it must be printed in 100%\n          black.\n\nWhere to use the SonicWALL logo\n\nSonicWALL reserves the right approve all uses of its logo by Cisco. Cisco\nSystems agrees to contact SonicWALL for pre approval of any logo usage.\n\nWhere not to use the SonicWALL logo\n\nThe logo may not appear on any materials that disparage SonicWALL, its partners,\nor its products or services that infringe upon any of SonicWALL's intellectual\nproperty or other rights, or that violate any state, federal, or foreign law or\nregulation.\n\nWarnings Against Alteration of the logo\n\nCisco may not alter the SonicWALL logo in any manner by changing its typeface,\nfont, proportions, colors, or elements. Cisco may not animate, morph, or\notherwise distort the logo's perspective or two-dimensional appearance without\nprior approval by SonicWALL.\n\nTrademark Notices\n\nWhenever the SonicWALL logo is used, it must be accompanied by the following\nnotices on all printed marketing material: (C)2001 SonicWALL, Inc. SonicWALL is\na registered trademark of SonicWALL, Inc.\n\nReview and Approval Process\n\nAs part of this OEM agreement between Cisco Systems and SonicWALL, Inc., Cisco\nagrees to cooperate fully with any request by SonicWALL to review any materials\nreflecting the logo and to promptly make any changes required by SonicWALL to\nconform to these guidelines.\n\n\n                                                                              49\n\n\n\nSonicWALL OEM Agreement\n\n\nOther Terms and Conditions\n\nCisco hereby acknowledges SonicWALL's ownership of the logo, agrees not to\nchallenge or otherwise do any act that would impair SonicWALL's rights for the\nlogo and further agrees not to register or otherwise attempt to obtain rights in\nthis logo or any confusingly similar mark.\n\nNothing herein is intended to grant any right in the logo other than the right\nto use the logo in accordance with the requirements set forth herein. Cisco's\nlicense to use the logo will terminate no later than termination or expiration\nof this contract. Notwithstanding any other termination provision, however,\nSonicWALL reserves the right to take action against any use that does not\nconform to these requirements; that infringes on SonicWALL's intellectual\nproperty or other right; or that violates other applicable law. In any and all\nsuch cases, SonicWALL reserves the right to terminate Cisco's license to use the\nlogo.\n\nModification of Guidelines\n\nSonicWALL reserves the right to modify\/change these guidelines at any point in\ntime. Any questions regarding the proper use of the SonicWALL logo should be\ndirected to David Pascoe, VP Marketing at dpascoe@sonicwall.com.\n\n\n                                                                              50\n\n\n\nSonicWALL OEM Agreement\n\n\n                                [BRANDING SHEET]\n\n\n\n\n\n                                                                              51\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT K\n\n                          MANUFACTURING RIGHTS ROYALTY\n\nFor Products manufactured by Cisco after exercise of its manufacturing rights in\nthe Agreement, Cisco shall pay Seller a royalty in US Dollars in accordance with\nthe following schedule for all units of the Product shipped for revenue by\nCisco. All royalties will be paid quarterly within forty-five (45) days\nfollowing the end of each Cisco fiscal quarter.\n\n[***]\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\nThe royalty rate for any other Products will be determined in writing in advance\nby the parties before they shall become subject to Manufacturing Rights or the\nterms of Exhibit K or Exhibit L hereof.\n\n\n\n                                                                              52\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT L\n\n                      MANUFACTURING INFORMATION AND ESCROW\n\n1.  Manufacturing Information.  Manufacturing Information as defined in the\n    -------------------------\nAgreement shall include the following:\n\n\n    ----------------------- ----------------------------------------------------\n            Item                             Description\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n    ----------------------- ----------------------------------------------------\n\n2.  Manufacturing Escrow Agreement. The Manufacturing Escrow Agreement as\n    ------------------------------\ndefined in the Agreement shall be in the following form:\n\n\n                         MANUFACTURING ESCROW AGREEMENT\n\n     This Manufacturing Escrow Agreement (\"Escrow Agreement\"), is entered into\nas of __________ (\"Effective Date\"), by and among Cisco Systems, Inc., a\nCalifornia corporation, with offices at 170 W. Tasman Drive, San Jose, CA 95134\n(\"Cisco\"), __________, a ________ corporation, with offices at _________\n(\"Seller\"), and \"_______\" with offices at _________ (\"Escrow Agent\").\n\n\n                                    RECITALS\n                                    --------\n\n     WHEREAS, Cisco and Seller have entered into that certain OEM Hardware (with\nSoftware) License and Purchase Agreement of even date herewith (the \"License and\nPurchase Agreement\") whereby Seller has and agreed to sell certain Product(s) to\nCisco and its Designated Third Parties and has licensed to Cisco certain\nSoftware;\n\n     WHEREAS, Seller desires to provide assurance to Cisco that Cisco can\nmanufacture the Product(s) and use and distribute the Software as licensed under\nthe License and Purchase Agreement by providing Cisco with all of the materials\nidentified in Attachment A hereto (collectively referred to as the \"Escrow\nMaterials\"), pursuant to the release conditions set forth herein;\n\n\n\n                                                                              53\n\n\n\nSonicWALL OEM Agreement\n\n\n     WHEREAS, Seller desires to enter into an escrow arrangement with Cisco to\nprovide for the deposit of the Escrow Materials and related documentation to be\nheld by Escrow Agent pursuant to all of the terms and conditions of this Escrow\nAgreement;\n\n     WHEREAS, Escrow Agent is willing to act as escrow agent for Cisco and\nSeller on the terms and conditions set forth herein;\n\n     WHEREAS, Cisco and Seller desire this Escrow Agreement to be supplementary\nto the License and Purchase Agreement pursuant to 11 U.S.C. Section 365(n); and\n\n     WHEREAS, all capitalized terms not defined herein shall have the meanings\nset forth in the License and Purchase Agreement.\n\n\n                                    AGREEMENT\n                                    ---------\n\n     NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS AND\nCONDITIONS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:\n\n1.     Appointment. Cisco and Seller hereby appoint Escrow Agent as the escrow\n       -----------\n       holder under this Escrow Agreement, and Escrow Agent accepts such\n       appointment on the terms and conditions set forth herein.\n\n2.     Deposit of Escrow Materials. Seller shall deposit with Escrow Agent,\n       ---------------------------\n       within five (5) business days after execution of this Escrow Agreement\n       one (1) complete copy of the Escrow Materials. Seller further agrees to\n       deposit as part of the Escrow Materials one (1) complete copy of all\n       Software updates, error corrections, enhancements and modifications\n       (collectively, \"Updates\") within fifteen (15) days after Seller provides\n       such Updates to Cisco in accordance with the License and Purchase\n       Agreement. After providing written notice to Seller, Cisco may request\n       that Escrow Agent inspect the Escrow Materials deposited by Seller with\n       Escrow Agent for the sole purpose of determining the existence and\n       completeness of the deposited Escrow Materials; provided, however, that\n       such inspection must be conducted on or at Escrow Agent's premises and in\n       the presence of a Seller representative. Seller shall use its diligent\n       efforts to make such representative available to facilitate any\n       inspection requested by Cisco hereunder. Cisco shall have no right to be\n       present at such inspections.\n\n3.     Purpose. The Escrow Materials shall constitute a reserve to be made\n       -------\n       available to Cisco, under the terms of this Escrow Agreement, only upon\n       the occurrence of one of the events set forth herein. Cisco's use of the\n       Escrow Materials released pursuant to this Agreement shall be as set\n       forth in Section 5 below. Escrow Agent shall hold and dispose of the\n       Escrow Materials only in accordance with the terms of this Escrow\n       Agreement and the License and Purchase Agreement.\n\n       Seller hereby transfers title to the tangible embodiments of the\n       Escrow Materials to the Escrow Agent; provided, however, that: (i) the\n       Escrow Agent shall hold the Escrow Materials subject to all terms of\n       this Escrow Agreement; (ii) the Escrow Agent shall not acquire any\n       right or interest in any of the Intellectual Property Rights embodied\n       in the Escrow Materials; and (iii) upon return to Seller of the Escrow\n       Materials in accordance with the terms of this Escrow Agreement, the\n       Escrow Agent shall reconvey title thereto to Seller.\n\n\n                                                                              54\n\n\n\nSonicWALL OEM Agreement\n\n\n4.     Releasing Events. The deposited Escrow Materials will be delivered to\n       ----------------\n       Cisco by Escrow Agent upon the earliest of one of the events set forth in\n       Sections 10.1 of the License and Purchase Agreement, the terms of such\n       Sections being incorporated herein by reference.\n\n5.     Use of Escrow Materials. Seller hereby grants Cisco a worldwide,\n       -----------------------\n       nonexclusive, nontransferable, irrevocable right and license to use the\n       Escrowed Materials in connection with Cisco's Manufacturing Rights and\n       Cisco's continued marketing, distribution and support of the Products\n       pursuant to Section 2 of the License and Purchase Agreement (collectively\n       \"Escrow License Rights\"), which Cisco may exercise at any time upon the\n       occurrence of any of the events set forth in paragraph 4.\n\n6.     Escrow Release. Subject to the provisions of Sections 7, 8, and 9 below,\n       --------------\n       Escrow Agent shall be authorized to release the Escrow Materials to Cisco\n       upon receiving written authorization from Cisco certifying that Cisco is\n       entitled to the Escrow Materials (the \"Notice\") pursuant to Section 4\n       above. Cisco will include specific instructions to the Escrow Agent for\n       this delivery.\n\n7.     Counternotice. Within three (3) business days after receipt of the\n       -------------\n       Notice, Escrow Agent shall deliver to Seller a copy of the Notice and\n       shall confirm such delivery in writing to Cisco. If Escrow Agent, within\n       five (5) business days after delivery of the Notice by Escrow Agent to\n       Seller, does not receive (a) a written statement from Cisco withdrawing\n       such notice, or (b) a counternotice from Seller detailing the\n       circumstances which it believes indicate that the release conditions\n       specified by Cisco did not occur (\"Counternotice\"), then Escrow Agent\n       shall promptly deliver the Escrow Materials to Cisco.\n\n8.     Disputed Notice. If Seller disputes the existence of the conditions upon\n       ---------------\n       which the Notice is based, then Seller shall, within five (5) business\n       days following its receipt of Notice, submit a Counternotice to Escrow\n       Agent. If the Counternotice is received by Escrow Agent before the close\n       of business on the fifth (5th) business day following receipt of the\n       Notice by Seller, then Escrow Agent shall, within three (3) business days\n       after receipt of the Counternotice, serve a copy of the Counternotice on\n       Cisco and withhold delivery of the Escrow Materials pending receipt of\n       (a) a decision evidencing the outcome of the arbitration provided for in\n       Section 9 below, or (b) other written instructions signed by both Seller\n       and Cisco. Upon receipt of said decision or other instruction, Escrow\n       Agent shall deliver a copy of the Escrow Materials only in accordance\n       with the decision or instruction.\n\n9.     Arbitration.\n       -----------\n\n          (a) Seller and Cisco agree that, if the Counternotice is given by\n       Seller pursuant to Section 7 above, then the parties shall submit the\n       dispute to expedited binding arbitration in Santa Clara County,\n       California, under the Commercial Arbitration Rules of the American\n       Arbitration Association (AAA) by one (1) arbitrator appointed in\n       accordance with said rules. Judgment on the award rendered by the\n       arbitrator may be entered in any court having jurisdiction thereof.\n       The sole question before the arbitrator shall be whether there\n       existed, at the time Cisco transmitted the Notice to Escrow Agent, the\n       conditions permitting release of the Escrow Materials. The parties\n       agree that the decision of the arbitrator shall be final and binding\n       and that this decision shall be immediately delivered to the parties\n       to the arbitration and to Escrow Agent. If the arbitrator finds that\n       the Notice was properly given by Cisco, then Escrow\n\n\n                                                                              55\n\n\n\nSonicWALL OEM Agreement\n\n\n       Agent shall promptly deliver the Escrow Materials to Cisco. If the\n       arbitrator finds to the contrary, then Escrow Agent shall not release\n       the Escrow Materials. All fees and charges by the American Arbitration\n       Association shall be paid by the nonprevailing party in the\n       arbitration. Additionally, the prevailing party in any legal action\n       brought by one party against the other and arising out of this\n       Agreement will be entitled, in addition to any other rights and\n       remedies it may have, to reimbursement for its expenses, including\n       reasonable attorneys' fees. All costs of the arbitration incurred by\n       Escrow Agent, including reasonable attorney's fees and costs shall be\n       paid by the party which does not prevail in the arbitration or as\n       otherwise agreed to by the Seller and Cisco.\n\n          (b) Except with regard to matters involving equitable remedies, any\n       dispute or claim arising out of or in connection with this Escrow\n       Agreement will be finally settled by expedited binding arbitration in\n       Santa Clara County, California under the rules of the AAA as set forth\n       in Section 9(a) above. Notwithstanding the foregoing, the parties may\n       apply to any court of competent jurisdiction for injunctive relief\n       without breach of this arbitration provision.\n\n10.    Termination. This Escrow Agreement and the escrow established pursuant to\n       -----------\n       this Escrow Agreement shall terminate upon (a) notice of such termination\n       by Cisco, or (b) three (3) years after the termination of the License and\n       Purchase Agreement, and all materials comprising the Escrow Materials\n       shall thereupon be returned to Seller. Cisco shall notify Escrow Agent\n       upon termination of this Escrow Agreement or the License and Purchase\n       Agreement.\n\n11.    Notices.\n       -------\n\n11.1   No Liability. It is agreed that Escrow Agent will incur no liability for\n       ------------\n       acting upon any instruction, notice, direction or other document believed\n       by it in good faith to be genuine and to have been made, signed, sent or\n       presented by the person or persons authorized to perform such act under\n       the terms of this Escrow Agreement.\n\n11.2   Delivery. All notices, instructions, deliveries and other communications\n       --------\n       required or permitted t o be given hereunder or necessary or convenient\n       in connection herewith shall be in writing and shall be deemed to have\n       been given when personally delivered, when sent by facsimile, telex, or\n       telegram, or (3) days after mailing if mailed by registered or certified\n       mail, return receipt requested, as follows (provided that notice of\n       change of address shall be deemed given only when received):\n\n       To Escrow Agent:    To the address first set forth above, and to the\n                           attention of the person signing this Escrow\n                           Agreement on behalf of Escrow Agent.\n\n       To Seller:          To the address first set forth above.\n\n       To Cisco:           To the address first set forth above.\n\n       or to such other name or address as Escrow Agent, Seller or Cisco, as the\n       case may be, shall designate by notice to the other parties hereto in the\n       manner specified in this section.\n\n\n                                                                              56\n\n\n\nSonicWALL OEM Agreement\n\n\n12.    Liability of Escrow Agent. The duties and obligations of Escrow Agent\n       -------------------------\n       shall be determined solely by the express provisions of this Escrow\n       Agreement, and Escrow Agent shall not be liable except for the\n       performance of such duties and obligations as are specifically set forth\n       in this Escrow Agreement. In the event of any controversy hereunder or\n       with respect to any questions as to the construction of this Escrow\n       Agreement or any action to be taken by Escrow Agent, Escrow Agent may, at\n       its expense, consult with counsel selected and employed by it, and Escrow\n       Agent shall incur no liability for any action taken or suffered in good\n       faith in accordance with the good faith opinion of such counsel. Escrow\n       Agent shall not be responsible in any manner whatsoever for any failure\n       or inability of Seller, Cisco or anyone else to perform or comply with\n       any of the provisions of this Escrow Agreement. Except for intentional\n       misrepresentation, gross negligence or intentional misconduct, Escrow\n       Agent shall not be liable to Seller or Cisco for any act or failure to\n       act by Escrow Agent in connection with this Agreement. Escrow Agent will\n       not be liable for special, indirect, incidental or consequential damages\n       hereunder.\n\n13.    Governing Law. This Escrow Agreement will be governed by the laws of the\n       -------------\n       State of California without reference to conflict of laws principles.\n\n14.    Entire Agreement. This Escrow Agreement and the License and Purchase\n       ----------------\n       Agreement sets forth the entire understanding of the parties hereto with\n       respect to the subject matter hereof and cannot be changed, modified, or\n       terminated orally.\n\n15.    Validity. No action taken by Escrow Agent in accordance with the terms\n       --------\n       and provisions hereof shall be deemed to constitute a representation of\n       Escrow Agent as to the validity or value of any documents or instructions\n       held by, or delivered to, it.\n\n16.    Resignation\/Replacement.\n       -----------------------\n\n16.1   Resignation. Upon sixty (60) days' prior written notice given to Seller\n       -----------\n       and Cisco, Escrow Agent may resign. Within fifteen (15) days after the\n       giving of such notice, Seller and Cisco shall mutually designate a\n       successor escrow agent. Such successor escrow agent shall be bound by the\n       terms and provisions of this Escrow Agreement. In the event that no such\n       agreement is reached within such fifteen (15) day period, Escrow Agent\n       shall continue to hold the Escrow Materials then held by it until a\n       successor can be found. Escrow Agent shall cooperate with its successor\n       in order to effectuate the transfer of its duties to the successor escrow\n       agent.\n\n16.2   Replacement. Upon ninety (90) days' written notice, Seller and Cisco may\n       -----------\n       replace Escrow Agent with a successor, who shall replace Escrow Agent and\n       be bound by all the terms and conditions of this Escrow Agreement.\n\n17.    Fees and Expenses. Cisco shall pay the fees of Escrow Agent for its\n       -----------------\n       services hereunder during the term of this Escrow Agreement. Such fees\n       shall consist of initiation fees, periodic escrow maintenance charges, at\n       Escrow Agent's standard rates, fees charged for carrying out its duties\n       hereunder. Escrow Agent's current schedule of fees for the first year of\n       this Agreement is attached hereto as Attachment B. Escrow Agent shall\n       have no obligations under this Agreement until the initial invoice has\n       been paid in full.\n\n18.    Indemnification. Seller and Cisco jointly and severally agree to\n       ---------------\n       indemnify Escrow from and against any and all third party liabilities,\n       claims, suits and other proceedings, all judgments and\n\n\n                                                                              57\n\n\n\nSonicWALL OEM Agreement\n\n       other awards against Escrow Agent in connection herewith, and all costs\n       and expenses incurred in connection with the defense thereof, in each\n       case which may be imposed on, or incurred by, or asserted against, Escrow\n       Agent in any way relating to, or arising out of, this Escrow Agreement,\n       or any action taken or omitted by Escrow Agent under this Escrow\n       Agreement, provided that neither Seller nor Cisco shall be liable for\n       that portion of any such indemnification amount resulting from Escrow\n       Agent's gross negligence or willful misconduct or violation by Escrow\n       Agent of any terms or provisions of this Escrow Agreement.\n\n19.    Limitation of Liability. Except for intentional misrepresentation, gross\n       -----------------------\n       negligence or intentional misconduct, Escrow Agent shall not be liable to\n       Cisco or Seller for any act, or failure to act, by Escrow Agent in\n       connection with this Agreement. Escrow Agent will not be liable for\n       special, indirect, incidental or consequential damages hereunder.\n\n20.    Counterparts. This Escrow Agreement may be executed in two or more\n       ------------\n       counterparts, each of which shall be deemed an original and all of which\n       together shall constitute one instrument.\n\n21.    Modification. No modifications to this Escrow Agreement, nor any waiver\n       ------------\n       of any rights, shall be effective unless assented to in writing by the\n       party to be charged and the waiver of any breach or default shall not\n       constitute a waiver of any other right hereunder or any subsequent breach\n       or default.\n\n\n\n                                                                              58\n\n\n\nSonicWALL OEM Agreement\n\n\n     IN WITNESS WHEREOF, the parties by their duly authorized representatives\nhave executed this Escrow Agreement as of the date set forth above.\n\nCISCO SYSTEMS, INC.\n                                           -------------------------------------\n                                           \"Seller\"\n\nBy:                                        By:\n   ----------------------------------         ----------------------------------\n\nName:                                      Name:\n     --------------------------------           --------------------------------\n\nTitle:                                     Title:\n      -------------------------------            -------------------------------\n\nDate:                                      Date:\n     --------------------------------           --------------------------------\n\n\n-------------------------------------\n\"Escrow Agent\"\n\nBy:\n   ----------------------------------\n\nName:\n     --------------------------------\n\nTitle:\n      -------------------------------\n\nDate:\n     --------------------------------\n\n\n                                                                              59\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT M\n\n                            NON-DISCLOSURE AGREEMENT\n\n     This Non-Disclosure Agreement (\"Agreement\") is entered into as of the date\nlast written below between Cisco Systems, Inc. a California corporation having\nits principal place of business at 170 West Tasman Drive, San Jose, California\n95134-1706 (and its wholly owned subsidiaries), (\"Cisco\") and __________________\n_____________________________________________________, a _______________________\n____________________________________ corporation having its principal place of\nbusiness at ___________________________________________________________________.\n\n     In consideration of the mutual promises and covenants contained in this\nAgreement and the disclosure of confidential information to each other, the\nparties to this Agreement agree as follows:\n\n1.  DEFINITION.  \"Confidential Information\" means the terms and conditions of\nthis Agreement, the existence of the discussions between the parties, the\ninformation described in Section 2 below, and any other information concerning\nthe Purpose defined below, including but not limited to, information regarding\neach party's product plans, product designs, product costs, product prices,\nfinances, marketing plans, business opportunities, personnel, research and\ndevelopment activities, know-how and pre-release products; provided that\ninformation disclosed by the disclosing party (\"Disclosing Party\") in written or\nother tangible form will be considered Confidential Information by the receiving\nparty (\"Receiving Party\") only if such information is conspicuously designated\nas \"Confidential,\" \"Proprietary\" or a similar legend. Information disclosed\norally shall only be considered Confidential Information if: (i) identified as\nconfidential, proprietary or the like at the time of disclosure, and (ii)\nconfirmed in writing within thirty (30) days of disclosure. Confidential\nInformation disclosed to the Receiving Party by any affiliate or agent of the\nDisclosing Party is subject to this Agreement.\n\n2.  DESCRIPTION.  The Confidential Information to be disclosed under this\nAgreement is described as follows:\n\nCisco:  Cisco\n             -------------------------------------------------------------------\n\n[Other party: (\"Party\")]\n                        --------------------------------------------------------\n\n3.  PURPOSE.  The Receiving Party may use the Confidential Information solely\nfor the purpose of (\"Purpose\"):\n\nCisco:\n      --------------------------------------------------------------------------\n\n[Other party:]\n              ------------------------------------------------------------------\n\n4.  DISCLOSURE.  The Receiving Party shall not disclose the Confidential\nInformation to any third party other than employees and contractors of the\nReceiving Party who have a need to have access to and knowledge of the\nConfidential Information solely for the\n\n\n                                                                              60\n\n\n\nSonicWALL OEM Agreement\n\nPurpose authorized above. The Receiving Party shall have entered into\nnon-disclosure agreements with such employees and contractors having obligations\nof confidentiality as strict as those herein prior to disclosure to such\nemployees and contractors to assure against unauthorized use or disclosure.\n\n5.  EXCEPTIONS TO CONFIDENTIAL INFORMATION.  The Receiving Party shall have no\nobligation with respect to information which (i) was rightfully in possession of\nor known to the Receiving Party without any obligation of confidentiality prior\nto receiving it from the Disclosing Party; (ii) is, or subsequently becomes,\nlegally and publicly available without breach of this Agreement; (iii) is\nrightfully obtained by the Receiving Party from a source other than the\nDisclosing Party without any obligation of confidentiality; (iv) is developed by\nor for the Receiving Party without use of the Confidential Information and such\nindependent development can be shown by documentary evidence; (v) becomes\navailable to the Receiving Party by wholly lawful inspection or analysis of\nproducts offered for sale without breach of any contractual obligations; and\n(vi) is transmitted by a party after receiving written notification from the\nother party that it does not desire to receive any further Confidential\nInformation. Further, the Receiving Party may disclose Confidential Information\npursuant to a valid order issued by a court or government agency, provided that\nthe Receiving Party provides the Disclosing Party: (a) prior written notice of\nsuch obligation; and (b) the opportunity to oppose such disclosure or obtain a\nprotective order.\n\n6.  RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION.  Upon written demand by\nthe Disclosing Party, the Receiving Party shall: (i) cease using the\nConfidential Information, (ii) return the Confidential Information and all\ncopies, notes or extracts thereof to the Disclosing Party within seven (7) days\nof receipt of demand; and (iii) upon request of the Disclosing Party, certify in\nwriting that the Receiving Party has complied with the obligations set forth in\nthis paragraph.\n\n7.  INDEPENDENT DEVELOPMENT AND RESIDUALS.  The terms of confidentiality under\nthis Agreement shall not be construed to limit either party's right to develop\nindependently or acquire products without use of the other party's Confidential\nInformation. The Disclosing Party acknowledges that the Receiving Party may\ncurrently or in the future be developing information internally, or receiving\ninformation from other parties, that is similar to the Confidential Information.\nAccordingly, nothing in this Agreement will prohibit the Receiving Party from\ndeveloping or having developed for it products, concepts, systems or techniques\nthat are similar to or compete with the products, concepts, systems or\ntechniques contemplated by or embodied in the Confidential Information provided\nthat the Receiving Party does not violate any of its obligations under this\nAgreement in connection with such development.\n\n8.  NO LICENSES.  Each party shall retain all right, title and interest to such\nparty's Confidential Information. No license under any trademark, patent or\ncopyright, or application for same which are now or thereafter may be obtained\nby such party is either granted or implied by the disclosure of Confidential\nInformation.\n\n\n                                                                              61\n\n\n\nSonicWALL OEM Agreement\n\n9.  DISCLAIMER.  CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\" WITH ALL FAULTS.\nIN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR\nCOMPLETENESS OF THE CONFIDENTIAL INFORMATION.\n\nNone of the Confidential Information disclosed by the parties constitutes any\nrepresentation, warranty, assurance, guarantee or inducement by either party to\nthe other with respect to the infringement of trademarks, patents, copyrights,\nany right of privacy, or any rights of third persons.\n\n10.  EXPORT.  The parties acknowledge that the Confidential Information\ndisclosed by each of them under this Agreement may be subject to export controls\nunder the laws of the United States. Each party shall comply with such laws and\nagrees not to knowingly export, re-export or transfer Confidential Information\nof the other party without first obtaining all required United States\nauthorizations or licenses.\n\n11.  TERM.  This Agreement shall continue from the date last written below until\nterminated by either party by giving thirty (30) days written notice to the\nother party of its intent to terminate this Agreement. Notwithstanding such\ntermination, the obligations of the Receiving Party concerning confidentiality\nshall terminate five (5) years following receipt of the Confidential\nInformation.\n\n12.  GENERAL.  Each party acknowledges that monetary remedies may be inadequate\nto protect Confidential Information and that injunctive relief may be\nappropriate to protect such Confidential Information.\n\n     The Receiving Party shall not reverse-engineer, decompile, or disassemble\nany software or hardware disclosed to it under this Agreement and shall not\nremove, overprint or deface any notice of confidentiality, copyright, trademark,\nlogo, legend or other notices of ownership or confidentiality from any originals\nor copies of Confidential Information it obtains from the Disclosing Party.\n\n     The parties hereto are independent contractors. Neither this Agreement nor\nany right granted hereunder shall be assignable or otherwise transferable.\n\n     If any term of this Agreement shall be held to be illegal or unenforceable\nby a court of competent jurisdiction, the remaining terms shall remain in full\nforce and effect.\n\n     This Agreement may be modified only by a writing signed by both parties.\n\n     This Agreement shall be construed in accordance with the laws of the State\nof California.\n\n     This Agreement represents the entire agreement of the parties hereto\npertaining to the subject matter of this Agreement, and supersedes any and all\nprior oral discussions and\/or written correspondence or agreements between the\nparties with respect thereto.\n\n\n\n                                                                              62\n\n\n\nSonicWALL OEM Agreement\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nlast written below.\n\nCISCO SYSTEMS, INC.\n                                           -------------------------------------\n\nBy                                         By\n   ------------------------------------       ----------------------------------\n\nName                                       Name\n    -----------------------------------        ---------------------------------\n\nTitle                                      Title\n      ---------------------------------         --------------------------------\n\nDate                                       Date\n    -----------------------------------         --------------------------------\n\n\n\n                                                                              63\n\n\n\nSonicWALL OEM Agreement\n\n                                    EXHIBIT N\n\n                                     PARTIES\n                                     -------\n\n     [***]\n\n[***] Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n\n                                                                              64\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7102,8863],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9613,9616],"class_list":["post-42616","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cisco-systems-inc","corporate_contracts_companies-sonicwall-inc","corporate_contracts_industries-technology__networking","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42616","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42616"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42616"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42616"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42616"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}