{"id":42624,"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-purchase-agreement-sonic-systems-inc-and-ramp-networks.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"oem-purchase-agreement-sonic-systems-inc-and-ramp-networks","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/oem-purchase-agreement-sonic-systems-inc-and-ramp-networks.html","title":{"rendered":"OEM Purchase Agreement &#8211; Sonic Systems Inc. and Ramp Networks"},"content":{"rendered":"<pre>\n                            OEM Purchase Agreement \n                                   Between \n                     Sonic Systems, Inc. and Ramp Networks\n\nTHIS AGREEMENT is entered into between Sonic Systems, Inc. a California\ncorporation principally located at 5400 Betsy Ross Drive, Suite 206, Santa\nClara, CA 95054 ('Sonic') and Ramp Networks, a California corporation located at\n                  -----                                                         \n3100 De La Cruz Blvd, Santa Clara, CA 95054 ('Ramp') is made as of this 5th day\n                                              ----                             \nof January 1999 ('Effective Date').\n                  --------------   \n\n                                  Background\n                                  ----------\n                                        \nSonic has developed an Internet Security appliance called SonicWALL.  Ramp\nwishes to OEM the standard version of the 2-port SonicWALL with minor cosmetic\nmodifications.  Sonic has agreed to provide this customized version of the 2-\nport SonicWALL to Ramp subject to the terms of this Agreement and in reliance\nupon Ramp's representation that it has the technical, marketing, financial, and\nbusiness capabilities to fulfill Ramp's obligations set forth in this Agreement.\n\n\n1.   Definitions\n     -----------\n\n     Channel Partners.  'Channel Partners' shall mean any third party authorized\n     ----------------                                                           \nby Ramp to resell the Product and includes, but is not limited to, distributors,\nresellers, value-added resellers, system integrators, and OEMs.\n\n     Confidential Information.  'Confidential Information' means any data or\n     ------------------------                                               \ninformation, oral or written, treated as confidential that relates to either\nParty's (or, if either Party is bound to protect the confidentiality of any\nother person's information, such other person's) past, present, or future\nresearch, development, or business activities, including any unannounced\nproducts and services, and including any information relating to services,\ndevelopments, inventions, processes, plans, financial information, customer and\nsupplier lists, forecasts, and projections.  Confidential Information, also\nincludes the terms of this Agreement.  Notwithstanding the foregoing,\nConfidential Information is deemed not to include information that:  (i) is\npublicly available or in the public domain at the time disclosed; (ii) is or,\nbecomes publicly available or enters the public domain through no fault of the\nParty receiving such information; (iii) is rightfully communicated to the\nrecipient by persons not bound by confidentiality obligations with respect\nthereto; (iv) is already in the recipient's possession free of any\nconfidentiality obligations with respect thereto (excluding, however, any copies\nof the Product that may be in Ramp's possession prior to the date of this\nAgreement); (v) is independently developed by the recipient; (vi) is approved\nfor release or disclosure by the disclosing Party without restriction; or (vii)\nis required to be disclosed or is disclosed pursuant to the order or requirement\nof a court, administrative agency, or other governmental body; provided,\nhowever, that the recipient shall provide prompt notice thereof to the\ndisclosing Party to enable the disclosing Party to seek a protective order or\notherwise prevent or restrict such disclosure.\n\n     Deliverables.  'Deliverables' shall mean the items listed in Exhibit A.\n     ------------                                                           \n\n     Derivative Works.  'Derivative Works' means programming or design changes\n     ----------------                                                         \nmade to the Product.\n\n     Documentation.  'Documentation' shall mean the user manual associated with\n     -------------                                                             \nthe Products.\n\n                                       1\n\n \n     End User.  'End-User' means end user customers located within the Territory\n     --------                                                                   \nwho receive the Product.\n\n     Enhancements.  'Enhancements' means any modification or addition that, when\n     ------------                                                               \nmade or added to the Product, materially changes its utility, efficiency,\nfunctional capability, or application, but that does not constitute solely an\nError Correction.  Enhancements may be designated by Sonic as minor or major,\ndepending on Sonic's assessment of their value and of the function added to the\npreexisting Product.\n\n     Error.  'Error' means the failure of the Product to conform in all material\n     -----                                                                      \nrespects to its functional specifications as published from time to time by\nSonic, the current version of which is attached as Exhibit C hereto.  However,\nany nonconformity resulting from Ramp's or its customers' misuse, improper use,\nalteration, or damage of the Product is not an Error.\n\n     Error Correction.  'Error Correction' means either a modification or an\n     ----------------                                                       \naddition that, when made or added to the Product, establishes material\nconformity of the Product to its Specifications.\n\n     First-Tier Support.  'First-Tier Support' shall mean technical support of\n     ------------------                                                       \nthe Product directly to End Users.\n\n     Initial Purchase Order.  'Initial Purchase Order' shall mean the first\n     ----------------------                                                \npurchase order submitted by Ramp and accepted by Sonic and dated ______________.\n\n     Licensed Upgrades.  'Licensed Upgrades' shall mean any upgrade for the\n     -----------------                                                     \nProduct for which there is a defined upgrade price in Exhibit B and for which\nSonic will provide to Ramp a software upgrade key to enable such upgrade.\n\n     Modifications.  'Modifications' means any changes to the Product made by\n     -------------                                                           \nSonic.\n\n     NRE.  'NRE' means non-recurring engineering.\n     ---                                         \n\n     Options.  'Options' shall mean Product Software add-ons that may be made\n     -------                                                                 \navailable to customers from time to time for an additional charge.\n\n     Party or Parties.  'Party' or 'Parties' means Sonic or Ramp, as applicable,\n     ----------------                                                           \nor both Sonic and Ramp as parties to this Agreement.\n\n     Products and Prices.  'Products' and 'Prices' shall mean the Products (as\n     -------------------                                                      \nmodified for Ramp in accordance with Exhibit A and Section 5) and Prices listed\nin Exhibit B.  Products includes all Documentation, Software, Enhancements,\nError Corrections, Modifications, Licensed Upgrades, and Releases Sonic makes\navailable to Ramp hereunder.\n\n     Releases.  'Releases' means new versions of the Software or Product, which\n     --------                                                                  \nmay include, without limitation, Error Corrections, Enhancements, and\nModifications.\n\n     Second-Tier Support.  'Second-Tier Support' shall mean technical support of\n     -------------------                                                        \nthe Product directly to Channel Partners.\n\n     Severity I Bug.  'Severity I Bug' shall mean any demonstrable Error in the\n     --------------                                                            \nProduct that: (i) causes the Product to have a significant loss of intended\nfunction as set forth in the applicable Specifications; (ii) causes or is likely\nto cause data to be lost or destroyed; or (iii) prevents the Product from being\ninstalled or executed on the properly configured environment.\n\n                                       2\n\n \n     Software.  'Software' shall mean the computer programs and\/or firmware\n     --------                                                              \nwhich are necessary in order to cause the Products to operate properly, which\nare described on Exhibit A, and which Sonic will provide to Ramp hereunder.\n\n     Specifications.  'Specifications' shall mean the specifications for the\n     --------------                                                         \nProducts set forth on Exhibit A, Exhibit C, and as otherwise mutually agreed\nupon by the Parties in writing.\n\n     Third-Tier Support.  'Third-Tier Support' shall mean technical support of\n     ------------------                                                       \nthe Product directly to Ramp.\n\n     Territory.  The 'Territory' is the world, subject to the export\n     ---------                                                      \nrestrictions covered in Section 11.1.\n\n2.   Rights and Restrictions\n     -----------------------\n\n2.1  License Grants.  Sonic hereby grants to Ramp a non-exclusive, worldwide\n     --------------                                                         \nright to reproduce the Documentation and to use, support, sell, modify (as set\nforth in Section 3.4), and distribute the Products.  Ramp does not have the\nright to re-license the Products to a third party for purposes of manufacturing\nthe Products.  However, should a case arise where Ramp needs manufacturing\nrights or to convey manufacturing rights to a third party in order to secure a\nlarge OEM opportunity, the Parties agree to negotiate such an arrangement in\ngood faith.\n\n2.2  Use of Trademarks\/Logos.  No license is granted to Ramp to use any Sonic\n     -----------------------                                                 \ntrademarks, service marks or logos, or those trademarks or logos of any of\nSonic's OEMs without the prior, express written permission of Sonic.\n\n2.3  Ownership of Intellectual Property in Products.  The Sonic Products,\n     ----------------------------------------------                      \nincluding any associated intellectual property rights and\/or Derivative Works,\nare and remain the sole property of Sonic.  Ramp shall from time to time take\nany further action and execute and deliver any further instrument, including\ndocuments of assignment or acknowledgment, that Sonic may reasonably request in\norder to establish and perfect its exclusive ownership rights in such Products,\nincluding any associated intellectual property rights.\n\n2.4  Software License Restrictions.  Ramp shall not reverse compile or\n     -----------------------------                                    \ndisassemble object code versions of the Software included in the Product or\notherwise create, attempt to create, or permit or assist others to create a\nsource code of the Software.\n\n2.5  Independent Developments.  It is understood that the Parties have performed\n     ------------------------                                                   \nand will continue to perform substantial independent development relating to\nnetworking products and associated technologies.  Each Party also understands\nthat, over time, the other Party's employees may gain familiarity with the\ngeneral concepts and ideas in the other Party's technology disclosed under the\nAgreement from independent sources.  Consequently, each Party acknowledges that\neach Party shall be free to use such independently developed or received\nconcepts and ideas free of all restrictions, other than those set forth in this\nSection 2.\n\n3.   Consideration\n     -------------\n\n3.1  Purchase from Sonic.  Products may be purchased by Ramp at the Prices\n     -------------------                                                  \nlisted in Exhibit B.  Ramp shall issue individual purchase orders for each\nProduct listed in Exhibit B.  Each purchase order must be received 60 days in\nadvance of the applicable shipping date and must be non-cancelable, however, the\npurchase orders may be increased by up to 50% in quantity of Products being\nordered upon not less than 30 days notice prior to the scheduled shipping date.\nA non-binding 90-day forecast must accompany all purchase orders covering the\nthree consecutive months following the current purchase order.  All Products are\nfully tested and verified in \n\n                                       3\n\n \naccordance with existing manufacturing procedures. All Products are shipped in\nbulk packaging in anti-static bags individually wrapped, FOB Sonic's factory in\nSan Jose, CA. However, the second shipment against the Initial Purchase Order,\ndue to arrive at Ramp no earlier than April 1, 1999, shall be F.O.B. Ramp's\nlocation in Fremont, California. All other shipments shall be F.O.B. Sonic's\nfactory in San Jose, CA. Title and risk of loss for the Product shall pass to\nRamp once it is turned over to Ramp's shipping agent or freight forwarder.\n\n3.2  Terms of Purchase.  Terms of purchase shall be net 30 days.  Sonic will\n     -----------------                                                      \ngrant such credit approval to Ramp, provided Ramp meets Sonic's credit approval\nstandards.  However, payment terms for only the first shipment against the\nInitial Purchase Order (due January 29, 1999) shall be net 45 days.\n\n3.3  Minimum Purchase Orders.  Each purchase order presented to Sonic must be\n     -----------------------                                                 \nfor a minimum of [*] units of Product to be delivered in a single shipment.\n\n3.4  Inventory Balancing.  Ramp will have the right to modify Product in its\n     -------------------                                                    \ninventory as needed via a software key to increase or decrease the number of\nusers per model (for example, if Ramp needs 25-user units and only has 5-user\nunits in inventory, Ramp can use a software key to upgrade the 5-user units to\n25-user units).  The detailed mechanics of how such upgrade shall be done will\nbe mutually agreed to by the Parties.  The charge or credit to Ramp (depending\non the nature of the upgrade\/downgrade) shall be the actual price difference\nbetween the models, and shall be reconciled and paid no later than fifteen (15)\ndays following the end of each calendar quarter.\n\n4.   Upgrade License Accounting Reports and Audit Rights\n     ---------------------------------------------------\n\n4.1  Accounting Reports.  Ramp shall maintain an accurate list of Licensed\n     ------------------                                                   \nUpgrade units based on the Product's serial number associated with each copy of\nthe Licensed Upgrades described in Exhibit B for a period of three (3) years\nafter such Licensed Upgrade is made in accordance with Section 3.4.  Within\nfifteen (15) days after the end of each calendar quarter, Ramp shall complete\nand submit to Sonic a detailed report setting forth all sales of the Licensed\nUpgrades during such calendar month and remit to Sonic the appropriate license\nor other fee payments due based on such report.  If necessary and at Sonic's\ndiscretion, Ramp shall allow a mutually agreed upon, third party auditor to\nreview Ramp records associated with such Licensed Upgrades per the Audit Rights\nin Section 4.2 below.\n\n4.2  Audit Rights.  Sonic has the right to direct a mutually agreed upon third\n     ------------                                                             \nparty auditor to conduct, during normal business hours and upon reasonable prior\nwritten notice to Ramp, an audit of the appropriate records of Ramp to verify\nthe accuracy of Ramp's reports to Sonic; provided, that Sonic shall conduct no\nmore than one (1) such audit during any twelve (12) month period.  Such audit\nshall be at Sonic's expense, unless the adjustment to the Licensed Upgrade or\nother fees owing from Ramp is greater than five percent (5%) of fees reported by\nRamp, in which case Ramp shall pay all expenses associated with the audit.\nWithin ten (10) days after receipt of notice from Sonic, Ramp shall remit to\nSonic all amounts found in any such audit to be due to Sonic and not previously\npaid by Ramp.\n\n5.   Customization and Deliverables\n     ------------------------------\n\n5.1  Customization.  Sonic agrees, at no charge to Ramp, to make specific minor\n     -------------                                                             \ncosmetic and pre-configuration modifications to Sonic's pre-existing products as\nset forth on Exhibit A.\n\n5.2  Deliverables.  The Deliverables are fully described in Exhibit A attached.\n     ------------                                                               \nSonic will deliver all Deliverables to Ramp in accordance with the schedule set\nforth on Exhibit D. Ramp will have the right to test the Deliverables for a\nperiod of five (5) working days following \n\n                                       4\n\n \nRamp's receipt of such Deliverables to determine whether the Deliverables\nconform to the Specifications. If Ramp determines the Deliverables, fail to\nconform to the Specifications, Ramp will notify Sonic, and Sonic will use its\nbest efforts to correct such defect within two (2) days. At the end of this\nperiod, Sonic will submit the corrected Deliverables to Ramp for acceptance by\nRamp under this Section 5.2; provided, however, that if the corrected\nDeliverables fail to conform to the Specifications, Ramp will have the right to\nterminate this Agreement upon written notice to Sonic. The procedure set forth\nin this Section 5.2 will repeat until Ramp either accepts or permanently rejects\nthe Deliverables.\n\n6.   Support Obligations, Product Updates, and Product Upgrades\n     ----------------------------------------------------------\n\n6.1  Scope of Services.  During the term of this Agreement, Sonic shall render\n     -----------------                                                        \ncertain services in support of the Products, during Sonic's normal working hours\n(Monday through Friday, 9am to 5pm, PST, excluding holidays).\n\n     (a)  Sonic shall maintain a trained staff capable of rendering the services\nset forth in this Agreement.\n\n     (b)  Ramp shall provide First-Tier support and Second-Tier support.\n    \n     (c)  Sonic shall only provide Third-Tier support. Under no circumstances\nshall Sonic be obligated to directly support a Ramp Channel Partner or an End\nUser of the Product.\n\n6.2  Updates and Upgrades.  During the term of this Agreement Sonic, at its own\n     --------------------                                                      \ndiscretion, shall release Product updates and upgrades and shall make such\nupdates and upgrades available to Ramp.  Sonic shall not charge Ramp for such\nupgrades or updates unless Sonic generally charges its customers for such\nupgrades and updates.\n\n     (a)  Sonic is responsible for using all reasonable diligence to correct\nverifiable and reproducible Errors when reported to Sonic by Ramp in accordance\nwith Sonic's standard reporting procedures communicated in writing to Ramp.\nSonic shall, within two (2) days of verifying that such an Error is present,\ninitiate work in a diligent manner toward development of an Error Correction.\nFollowing completion of the Error Correction, Sonic shall make such Error\nCorrection available to Ramp and shall include the Error Correction in all\nsubsequent Releases of the Product. Sonic shall not be responsible for\ncorrecting Errors in any version of the Product other than the most recent\nRelease of the Product, provided that Sonic continues to support prior Releases\nsuperseded by recent Releases in accordance with Section 6.3.\n\n     (b)  Sonic may, from time to time, issue new firmware releases of the\nSoftware at no cost to its customers generally, containing error corrections,\nminor Enhancements, and, in certain instances if Sonic so elects, major\nEnhancements. These new releases shall be provided to Ramp at no additional\ncharge as new Ramp versions (which replace prior Ramp versions, as customized by\nSonic for Ramp hereunder pursuant to Section 5) within 30 days after the general\nrelease.\n\n     (c)  Sonic may, from time to time, offer major Enhancements and\/or Options\nto its customers generally for an additional per unit charge. Ramp, at its\ndiscretion, may choose to purchase and resell these major Enhancements and\/or\nOptions to its customers.\n\n     (d)  Sonic shall consider and evaluate the custom development of\nEnhancements for the specific use of Ramp and shall respond to Ramp's requests\nfor additional services pertaining to the Product (including, without\nlimitation, graphical user interface modifications, new custom functionality,\nand formatting assistance), provided that such assistance, if agreed to be\nprovided, is subject to supplemental NRE charges and support fees mutually\nagreed to by Sonic and\n\n                                       5\n\n \nRAMP. The Parties shall negotiate in good faith for Sonic to accommodate Ramp\ncustomization requests and the associated NRE fee, but Sonic may decline the\nrequest due to lack of available engineering resources, scheduling conflicts, or\nthe nature of the requested customization.\n\n     (e)  Sonic shall make its best effort to fix Severity I Bugs within 5\nworking days, and other bugs within 15 working days. The Parties acknowledge\nthat due to the unpredictable nature of future bugs Sonic cannot be expected to\nabsolutely deliver the fixes within the specified timeframes in every case.\n\n6.3  Support for Previous Releases.  Sonic shall continue to provide Third-Tier\n     -----------------------------                                             \nSupport to Ramp for the firmware release immediately preceding the latest\nrelease of firmware for a period of ninety (90) days after delivery of a new\nversion to Ramp.\n\n7.   Confidentiality\n     ---------------\n\nDuring the course of performance of this Agreement, and thereafter, either Party\nmay disclose certain Confidential Information to the other Party.  The Party\nreceiving any such Confidential Information shall maintain the confidentiality\nof such Confidential Information and shall not use, disclose, or otherwise\nexploit any Confidential Information for any purpose not expressly contemplated\nby this Agreement.\n\n8.   Representation and Warranties\n     -----------------------------\n\n8.1  Non-infringement.  Sonic is a corporation duly organized, validly existing\n     ----------------                                                          \nand in good standing under the laws of the State of California, and has full\ncorporate power and authority to enter into this Agreement.  In addition, Sonic\nhas good and marketable title to all of the Products, free and clear of\nrestrictions on or conditions to the license, transfer or assignment of the\nProducts.  No person has made a claim against Sonic that any of the Products\ninfringe any patent, copyright, or proprietary process of interest of another,\nand Sonic does not require rights under any patent, copyright (or any\napplication or registration respecting any thereof), discovery, improvement,\nprocess, formula, know-how, data, plan, specification, drawing or the like\nbelonging to another.  Finally, Sonic represents and warrants that the Products\ndo not and shall not infringe any patent, copyright, mask right or trade secret\nof any third party.\n\n8.2  Warranty.  Sonic represents and warrants that the Products will perform in\n     --------                                                                  \naccordance with their uses and be substantially free of errors in their\noperation for a period of 15 months after the date of shipment by Sonic.\nProducts that are found to be defective and are under warranty that are returned\nto Sonic shall be replaced with new or refurbished Products within 30 days of\nreceipt.  In the event that the Products are found to be modified (except as\nspecifically permitted under this Agreement), tampered with, or mis-used this\nwarranty shall not apply.\n\n8.3  Limitation of Liability.  EXCEPT AS SET FORTH IN THIS SECTION 8, SONIC\n     -----------------------                                               \nDISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT\nLIMITATION, ANY WARRANTIES AS TO THE SUITABILITY OR MERCHANTABILITY OR FITNESS\nFOR ANY PARTICULAR PURPOSE.\n\n8.4  Indemnification by Sonic.  Except to the extent Ramp indemnifies Sonic\n     ------------------------                                              \npursuant to Section 8.5 below, and except for claims which arise from Ramp's\nnegligence or willful misconduct, Sonic agrees to indemnify and hold harmless\nRamp, its successors and assigns, officers, directors, employees and customers\n(collectively 'Indemnitees'), from and against any and all claims and causes of\n               -----------                                                     \naction arising out of any claims of any third parties with respect to Sonic's\nbreach of any of its representations, warranties or covenants contained in this\nAgreement; provided that Sonic receives prompt written notice of and has sole\ncontrol over the defense and settlement of such claims and actions.  Sonic shall\npay all costs, expenses and \n\n                                       6\n\n \nreasonable attorneys fees incurred by Ramp in connection with any such defense\nunless Ramp chooses to defend itself, in which case it would be at Ramp's own\ncost. In the event of any such claim or suit, unless Ramp chooses to defend\nitself at its own cost, Sonic shall have the right to select counsel and the\nright to control the defense and settlement of such suit or claim. Sonic further\nagrees to indemnify and save harmless Indemnitees from all claims or causes of\naction based upon defective design, manufacture, or a failure of the Products to\nperform according to their specifications.\n\n8.5  Indemnification by Ramp.  Except to the extent Sonic indemnities Ramp\n     -----------------------                                              \npursuant to Section 8.4 above, and except for claims which arise from Sonic's\nnegligence or willful misconduct, Ramp agrees to indemnify and hold harmless\nSonic from any losses from claims of personal injury arising from Ramp's sale\nand distribution of the Product, or from its breach of any representations,\nwarranties or covenants contained in this Agreement; provided that Ramp receives\nprompt written notice of and has sole control over the defense and settlement of\nsuch claims and actions.  Ramp shall pay all costs, expenses and reasonable\nattorneys fees incurred by Sonic in connection with any such defense, unless\nSonic chooses to defend itself.  This indemnity shall not expire upon\ntermination of this Agreement, but shall remain in force and effect thereafter.\n\n8.6  Limitation of Liability.  Except for claims which arise from the negligence\n     -----------------------                                                    \nor willful misconduct of Sonic or Sonic's employees, officers, or agents, the\nmaximum cumulative liability owed by Sonic to Ramp under Section 8.4 above shall\nbe limited to the total amount paid by Ramp to Sonic as of the date a court\nmakes a final determination in any action alleging a breach of Sonic's rights or\nrepresentations under Section 8.1 or 8.2.  Except for claims which arise from\nthe negligence or willful misconduct of Ramp or Ramp's employees, officers, or\nagents, the maximum cumulative liability owed by Ramp to Sonic under Section 8.5\nabove shall be limited to the total amount received by Sonic from Ramp as of the\ndate a court makes a final determination in any action brought by Sonic under\nsection 8.5.  As used in this section 8.6, a `final determination' is the date\nno further appeal is possible in the action at issue.\n\n9.   Term &amp; Termination\n     ------------------\n\n9.1  Term.  Subject to Section 9.2, the term of this Agreement begins on the\n     ----                                                                   \nEffective Date and shall continue for a period of 1 year, provided that this\nAgreement shall automatically renew for successive one year terms, unless either\nParty gives the other, Party thirty (30) days written notice prior to the\nexpiration of the then-current term of such Party's intent to terminate this\nAgreement.\n\n9.2  Termination.  Either Party may terminate this Agreement in the event the\n     -----------                                                             \nother Party is in material breach of this Agreement (including any failure to\ntimely pay amounts owed to a Party) and the breaching Party fails to cure such\nbreach within thirty (30) days following its receipt of written notice of such\nbreach from the other Party; provided, however, that such cure period shall be\nshortened to a period of five (5) days if Ramp is in material breach of any of\nthe terms of Section 2 of this Agreement.\n\n9.3  Custom Inventory.  In the event of termination of this Agreement by either\n     ----------------                                                          \nParty, any custom parts in Sonic's inventory that were ordered specifically to\nfulfill a purchase order submitted by Ramp and accepted by Sonic shall be paid\nfor by Ramp to Sonic within 30 days of the termination of this Agreement.\n\n9.4  Minimum Quantities.  Ramp agrees to use commercially reasonable efforts to\n     ------------------                                                        \npurchase certain initial, quarterly, and annual minimum quantities.  With the\nexception of the Initial Purchase Order, these minimum quantities are not\nbinding financial commitments, except as set forth in Section 9.5(c).  Such\nminimum quantities include:\n\n                                       7\n\n \n     (a)  Initial Purchase Order.  The Initial Purchase Order of [*] units\n          ----------------------\ntotal will be delivered in two batches of [*] each, the first to have a\nrequested delivery date of no later than January 31, 1999, and the second to\nhave a requested delivery date no earlier than April 1, 1999.\n\n     (b)  Quarterly Minimum.  From the Effective Date of this Agreement, Ramp\n          -----------------\nwill use commercially reasonable efforts to purchase [*] units per quarter. The\nfirst shipment of [*] on the Initial Purchase Order shall constitute the entire\nminimum with respect to the first calendar quarter during the term of this\nAgreement and the second shipment of [*] shall be counted towards meeting the\nminimum with respect to the second calendar quarter.\n\n     (c)  Annual Minimum.  From the Effective Date of this Agreement, of [*]\n          --------------\nunits per calendar year.\n\n9.5  Default.  The following are events of default:\n     -------                                       \n\n     (a)  Failure to Pay or Breach.  If either Party is in default of any\n          ------------------------\nmaterial term or condition hereunder and such default continues for thirty (30)\ndays following written notice thereof by the non breaching Party; or\n\n     (b)  Insolvency. Assignment or Bankruptcy. If either Party is in material\n          ------------------------------------\ndefault of its obligations to its vendors or suppliers, becomes insolvent, files\nor has filed against it a petition under any Bankruptcy Law (which, if\ninvoluntary, is unresolved after sixty days); or\n\n     (c)  Performance.  Should Ramp fail to meet the quarterly minimum of one\n     -----------                                                        \nthousand (1,000) units as specified in Section 9.4(b) for any two consecutive\nquarters.\n\n     (d)  Right to Cure Default.  Notwithstanding Sections 9.5(a), 9.5(b), and\n          ---------------------\n9.5(c) above, either Party will have a 30-day right to cure any deficiency\nclaimed or presented in writing that would constitute default.\n\n9.6  Return of Confidential Information.  Upon termination of this Agreement and\n     ----------------------------------                                         \nreceipt of written request from either Party, each Party shall return at its\nexpense any and all copies of Confidential Information or materials in its\npossession or under its control.\n\n9.7  Purchases after Termination.  Upon termination of this Agreement (except\n     ---------------------------                                             \nfor termination due to breach of contract by Ramp) Ramp shall be able to\ncontinue to purchase the Product and receive Third-Tier Support for a period of\nninety (90) days per the original terms of this Agreement.\n\n10.  Source Code and Hardware Design Escrow\n     --------------------------------------\n\n10.1 Escrow Agreement.  Sonic agrees to deposit a full and complete electronic\n     ----------------                                                         \ncopy of the source code and hardware design to the Product, and all updates and\nenhancements thereto (the 'Source Materials'), into escrow with a mutually\n                           ----------------                               \nagreed upon escrow services company.  The Parties will enter into a mutually\nagreeable escrow agreement.  Ramp shall pay all fees for such escrow and Sonic\nshall bear its own costs in preparing the Source Materials for deposit.  The\nescrow agreement shall provide for the release of such Source Materials upon the\noccurrence of an Event (as defined in 10.2).\n\n10.2 Release Event.  The definitive escrow agreement will provide for the\n     -------------                                                       \nrelease of the Source Materials to Ramp in the event of (a) institution by or\nagainst Sonic of insolvency, receivership or bankruptcy proceedings or any other\nproceedings for the settlement of Sonic's debts, provided such proceeding is not\ndismissed within forty-five (45) days after its filing, \n\n                                       8\n\n \n(b) upon Sonic's making an assignment for the benefit of creditors, or (c) upon\nSonic's dissolution or ceasing to do business (each of Sections 10.2(a), (b),\nand (c) an 'Event').\n            -----   \n\n10.3  Source Code License.  Subject to the terms and conditions of this\n      -------------------                                              \nAgreement, upon release from escrow Ramp shall have a nonexclusive,\nnontransferable license to use and modify the Source Materials and distribute\nthe same in accordance with the licenses herein granted.  Title in all Source\nMaterials shall remain in Sonic and Ramp will take all reasonable precautions to\nmaintain the secrecy of the Source Materials.  Further, upon the release from\nescrow of the Source Materials, Ramp shall pay royalties to Sonic, or Sonic's\ndesignate or successor, in the amount of $50 per unit shipped which contains the\nSource Materials or any portion thereof.\n\n10.4  Right to Use Source Materials.  Upon the release from escrow of the Source\n      -----------------------------                                             \nMaterials, Ramp agrees to not integrate the Source Materials into products other\nthan the Products.\n\n11.   Miscellaneous\n      -------------\n\n11.1  Export Restrictions.  Ramp shall not re-export, either directly or\n      -------------------                                               \nindirectly, the Product (including any technical data, manuals, or other\nmaterials delivered pursuant to this Agreement) to any country or countries to\nwhich such re-exports are prohibited under the laws of the United States, or the\nlaws of any country in the Territory, including but not limited to any\nDerivative Works or Modifications.  Ramp shall obtain appropriate license\napprovals and certifications necessary, if any, to comply with the applicable\nexport and re-export restrictions of the United States or any country in the\nTerritory.  Ramp understands and recognizes that the Product and other materials\nmade available to it hereunder may be subject to the Export Administration\nRegulations of the U.S. Department of Commerce and other U.S. government\nregulations relating to the export of technical data and equipment and products\nproduced therefrom.  Ramp is familiar with and agrees to comply, and to require\nChannel Partners and End-Users to, with all such regulations, including any\nfuture modifications thereof.\n\n11.2  Force Majeure.  If either Party is prevented from performing any portion\n      -------------                                                           \nof the Agreement by causes beyond its control, including labor disputes, civil\ncommotion, war, governmental regulations or controls, casualty, inability to\nobtain materials or services, or acts of God, such defaulting Party shall be\nexcused from performance for a period of delay and for a reasonable time\nthereafter.\n\n11.3  Governing Law.  This Agreement shall in all respects be governed by and\n      -------------                                                          \ninterpreted in accordance with the laws of the State of California, without\nreference to conflict of law provisions.\n\n11.4  Arbitration.  Any controversy or claim arising out of this Agreement or a\n      -----------                                                              \nbreach thereof shall, on written request of either Party served on the other, be\nsubmitted to binding arbitration before a single arbitrator to be conducted in\naccordance with the Rules and Regulations of the American Arbitration\nAssociation (Commercial Division).  If the Parties are unable to agree on an\narbitrator within thirty (30) days after a Party has served notice of a request\nto arbitrate, then an arbitrator shall be selected by the American Arbitration\nAssociation pursuant to its then current rules, within fifteen (15) days after\nthe Parties are unable to agree on the arbitrator.  Arbitration shall take place\nin the County of Santa Clara, California.  No discovery shall be allowed in such\narbitration.  The maximum number of days of hearing in such arbitration shall be\nten (10), all of which shall occur in a twenty (20) day period.  The arbitrators\nshall issue a written decision in the arbitration giving the findings of facts\nand reasons for the award made by the arbitrator.  The award shall be\nspecifically enforceable in a court of law with jurisdiction over the Parties\nand subject matter.\n\n                                       9\n\n \n11.5  Attorney's Fees.  In any litigation or arbitration between the Parties,\n      ---------------                                                        \nthe prevailing Party shall be entitled to reasonable attorney fees and all costs\nof proceedings incurred in enforcing this Agreement.\n\n11.6  Consequential Damages.  EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT,\n      ---------------------                                                    \nUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER\nPARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES ARISING\nOUT OF OR RELATED TO THIS AGREEMENT OR A PARTY'S PERFORMANCE OR FAILURE TO\nPERFORM HEREUNDER.\n\n11.7  The terms of any invoice, acknowledgment, purchase order, or any other\ndocument issued in connection with any transaction under this Agreement shall be\ndisregarded except for quantities ordered, prices applicable, freight and\ninsurance charges, and delivery dates specified.  The terms of this Agreement\nshall supersede and void any and all standard terms and conditions on each\nParty's respective forms as described in the first sentence of this Section\n11.7.\n\n11.8  Binding Nature and Assignment.  Neither Party may assign any of its rights\n      -----------------------------                                             \nor obligations under this Agreement without the prior written consent of the\nother Party; provided, that either Party may in its sole discretion assign its\nrights and obligations under this Agreement to an entity which acquires all or\nsubstantially all of its assets or to any successor in a merger or acquisition\nwithout the prior written consent of the other Party.  Subject to the foregoing,\nthis Agreement is binding on the Parties and their respective successors and\nassigns.\n\n11.9  Amendment and Waiver.  No modification, amendment, or waiver of or under\n      --------------------                                                    \nthis Agreement is binding unless executed in writing by the Party against whom\nenforcement of such modification, amendment or waiver is sought.  No waiver of\nany of the provisions of this Agreement constitutes a waiver of any other\nprovision nor shall such waiver constitute a continuing waiver unless otherwise\nexpressly provided.\n\n11.10 Further Assurances.  Each Party shall provide such further documents or\n      ------------------                                                     \ninstruments required by the other Party as may be reasonably necessary or\ndesirable to give effect to this Agreement and to carry out its provisions.\n\n11.11 Publicity.  For purposes of marketing the Products each Party may\n      ---------                                                        \npublicize the business relationship generally contemplated by this Agreement\nonly with the prior consent of the other Party.\n\n11.12 Severability.  Any provision of this Agreement which is prohibited or\n      ------------                                                         \nunenforceable in any jurisdiction is, as to such jurisdiction, ineffective to\nthe extent of such prohibition or unenforceability without invalidating the\nremaining provisions or affecting the validity or enforceability of such\nprovision in any other jurisdiction.\n\n11.13 Entire Agreement.  This Agreement, including the Exhibits hereto,\n      ----------------                                                 \nconstitutes the entire agreement between the Parties pertaining to the subject\nmatter hereof and supersedes all prior and contemporaneous agreements,\nunderstandings, negotiations and discussions, whether oral or written, of the\nParties pertaining to the subject matter hereof.  There are no representations\nor warranties of the Parties in connection with the subject matter hereof except\nas specifically referenced herein.\n\n11.14 Notices.  Any notice, demand or other communication required or permitted\n      -------                                                                  \nto be given under this Agreement must be in writing and is deemed delivered to a\nParty (a) when delivered by hand or courier, (b) when sent by confirmed\nfacsimile with a copy sent by another means specified in this Section, or (c)\nsix (6) days after the date of mailing if mailed by certified or \n\n                                       10\n\n \nregistered mail, return receipt requested, postage prepaid, in each case to the\naddress of such Party set forth below (or at such other address as the Party may\nfrom time to time specify by notice delivered in the foregoing manner):\n\n          If to Sonic:\n          ----------- \n\n          Sonic Systems\n          5400 Betsy Ross Drive, #206\n          Santa Clara, CA  95054\n          Attn: Sreekanth Ravi\n\n\n          If to RAMP:\n          ---------- \n\n          Ramp Networks, Inc.\n          3180 De La Cruz Blvd., Suite 200\n          Santa Clara, CA  95054\n          Attn:  John Humphreys\n\n11.15     Independent Contractors. The Parties act as independent contractors of\n          -----------------------     \neach other. Nothing herein is deemed to constitute Sonic and Ramp as partners,\njoint venturers, or principal and agent. Except as expressly contemplated by\nthis Agreement, the Parties have no authority to bind each other legally or\nequitably by contract, admission, acknowledgment, or undertaking or to represent\neach other as to any matters.\n\n11.16     No Third Party Beneficiaries.  Nothing in this Agreement confers any\n          ----------------------------                                        \nrights on any person or entity not a Party to this Agreement.\n\n11.17     Counterparts.  This Agreement may be executed in one or more\n          ------------                                                \ncounterparts, each of which is deemed an original but all of which taken\ntogether constitute one and the same instrument.\n\n11.18     Survival. Sections 1, 2.3, 2.4, 2.5, 4, 8, 9.6, 9.7, 10.3, 11, and all\n          --------\npayment obligations incurred prior to the termination of this Agreement, will\nsurvive the termination or expiration of this Agreement for any reason. Section\n7 will survive the termination of this Agreement for a period of five (5) years.\n\nIN WITNESS WHEREOF the Parties have entered into this Agreement to take effect\non the date executed by Sonic.\n\nRAMP NETWORKS, INC.                         SONIC SYSTEMS, INC.\n\nSignature \/s\/ Mahesh Veerina                Signature \/s\/ Sreekanth Ravi\n          ---------------------                       -------------------- \nPrint Name    Mahesh Veerina                Print Name    Sreekanth Ravi \n          ---------------------                       --------------------  \nPrint Title   President                     Print Title   President \n          ---------------------                       --------------------    \nDate          1\/5\/99                        Date          1\/5\/99  \n          ---------------------                       -------------------- \n\n                                       11\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                                  Deliverables\n\nPRODUCT OVERVIEW\n----------------\nSonic shall deliver a customized version of its two-port SonicWALL product.\nThere will be three models of this single hardware version, each model software-\nkeyed to limit it to a particular maximum number of Users.  The limit will be\nbased on the first ``X'' number of IP Addresses on the LAN that attempt to\naccess the WAN through the SonicWALL.  The three models shall be 5-User, 25-\nUser, and 100-User.\n\nPRODUCT SPECIFICATION\n---------------------\nThe product specifications for the purposes of this Agreement are as detailed\nbelow.  The baseline product is Sonic Systems' current two-port SonicWALL\nInternet Security Appliance, Firmware version 3.x (Exhibit C attached).  Sonic\nwill make the following modifications:\n\nHARDWARE:\n.  The Product shall include Sonic's standard SonicWALL Plastic faceplate\n.  The entire enclosure will have a standard plastic color to match or\n   complement current Ramp products.\n.  Product and Ramp company name to be customized on the hardware\nSOFTWARE\n.  Versions shall only be 5-User, 10-User, and 100-User.\n.  Product and Ramp company name to be customized in the software Graphical User\n   Interface (GUI)\n.  Set default IP address to Ramp Default\n.  Customer registration to be directed to Ramp URL\n.  Sonic to help Ramp set-up the CyberNOT server on a PC at Ramp and direct the\n   Product to this server for any CyberNOT updates.\n\nMISCELLANEOUS\n.  Future Sonic charged Options (such as VPN) are not included in the base\n   Product and are only available if they are list in the Table in Exhibit B.\n.  An electronic version of the SonicWALL documentation shall be provided by\n   Sonic to Ramp for Ramp to customize and produce hard copy documentation.\n.  Only the individual units shall be supplied and bulk shipped by Sonic.  Hard\n   copy documentation, product packaging (other than anti-static bags), and\n   power supplies are not part of this Agreement.\n.  Sonic to provide Ramp technical training prior to February 5, 1999\n.  A list of known bugs shall be provided and updated as available.\n\n                                       12\n\n \n                                   EXHIBIT B\n                                   ---------\n\n                              Products and Pricing\n\n                                Product Pricing\n\n\n\n--------------------------------------------------------------------------------\n        Product Model                                Per Unit Price\n--------------------------------------------------------------------------------\n                                                       \n          5 - User                                        [*]       \n--------------------------------------------------------------------------------\n          15-User                                         [*]\n--------------------------------------------------------------------------------\n          100-User                                        [*]\n--------------------------------------------------------------------------------\n\n\n \n                                Upgrade Pricing\n\n\n\n--------------------------------------------------------------------------------\n           Upgrade                                  Per Unit Upgrade Price\n--------------------------------------------------------------------------------\n                                                     \n        VPN Upgrade                                     [*] \n--------------------------------------------------------------------------------\n    30 Day CyberNOT Trial Subscription                  [*]\n--------------------------------------------------------------------------------\nAnnual CyberNOT List Subscription Update                [*] \n--------------------------------------------------------------------------------\n\n\n                                       13\n\n \n                                   EXHIBIT C\n                                   ---------\n\n                             Product Specification\n\n                   INSERT SONICWALL SPECIFICATION SHEET HERE\n                                        \n\n                                       14\n\n\n \n                          Internet Firewall Appliance\n\n.    Firewall Security. SonicWALL uses stateful packet inspection to protect the\n     private LAN from hackers and vandals on the Internet. Stateful packet\n     inspection is similar to the algorithms used by enterprise level firewall\n     vendors, such as Check Point and Cisco, and is widely considered to be the\n     most effective method of protecting the private LAN.\n\n.    Hacker Attack Prevention.  SonicWALL is pre-configured to automatically\n     detect and thwart Denial of Service (DoS) attacks such as Ping of Death,\n     SYN Flood, LAND Attack, IP Spoofing, etc.  The goal of a DoS Attack is not\n     to steal information, but to disable a device or network so users no longer\n     have access to network resources.  For example, 'WinNuke,' a widely\n     available DoS tool, is used to remotely crash any unprotected Windows PC on\n     the Internet; SonicWALL protects the private LAN from WinNuke and many\n     other DoS attacks.\n\n.    Internet Content Filtering.   Content filtering allows businesses to create\n     and enforce Internet access policies tailored to the needs of the\n     organization.  An optional Content Filter List subscription is available\n     which allows the administrator to select categories of Internet sites, such\n     as pornography or racial intolerance, to block or monitor access.\n     Automatic weekly updates of the customizable Content Filter List make sure\n     that access restrictions to new and relocated sites are properly enforced.\n     Users may be given a password to bypass the filter, giving them\n     unrestricted access to the Internet.\n\n.    Network Address Translation (NAT).  NAT translates the IP addresses used on\n     the private LAN to a single, valid IP address that is used on the Internet.\n     This adds a level of security since the address of a PC on the LAN is never\n     transmitted on the Internet.  NAT also allows SonicWALL to support LANs\n     using low cost Internet accounts, such as xDSL or cable modems, where only\n     one IP address is provided by the ISP.\n\n.    DHCP Server and Client.  DHCP Server provides centralized management of IP\n     clients on the LAN by automatically configuring their IP address, gateway\n     address, DNS address, and more.  DHCP Client allows SonicWALL to acquire\n     its IP settings (such as IP address, gateway address, DNS address, etc.)\n     from the ISP.  This is ideal when the IP settings, which may change from\n     time to time, are automatically provided by the ISP, as is the case with\n     some xDSL and cable modem Internet accounts.\n\n.    Remote Access Authentication.  Users can access Intranet resources on the\n     private LAN by successfully logging into SonicWALL from the Internet.\n     Authentication is established using an MD5-based encrypted security\n     mechanism.\n\n.    Web Browser Management.  SonicWALL is easily and securely configured and\n     monitored through a Web-based interface.  Authentication is established\n     using an MD5-based encrypted security mechanism.\n\n.    Network Access Rules. Network Access Rules allow the administrator to\n     extend SonicWALL's firewall functions. For example, a rule may be created\n     which blocks all traffic of a certain type, such as Internet Chat (IRC),\n     from the LAN to the Internet, another rule may be created which gives\n     Internet users access to a server on the LAN, such as the organization's\n     public Web server.\n\n.    ICSA Certified. After being subjected to a rigorous suite of tests intended\n     to expose vulnerabilities to attacks and intrusions, SonicWALL has been\n     awarded the internationally accepted ICSA Firewall Certification.\n     Administrators can rest assured\n\n                                       15\n\n \n     that SonicWALL has been tested and approved by the worldwide authority in\n     independent security services.\n\n.    Optional Enterprise Features.  In addition to the unlimited number of LAN\n     clients supported, SonicWALL Plus has features that make it ideally suited\n     for use in larger, enterprise networks.  SonicWALL\/10 and SonicWALL\/50 may\n     be upgraded to support more users and to add the following Optional\n     Enterprise Features.\n\n     .    Custom Network Access Rules. The administrator has fine-grain control\n          over network traffic. For example, Custom Network Access Rules may be\n          created which allow access to a Web server to everyone but\n          competitors, or restrict use of certain protocols, such as Telnet, to\n          authorized users on the LAN.\n\n     .    Web Proxy Relay.  If use of a caching proxy server is required,\n          SonicWALL Plus may be used to transparently redirect all Web requests\n          to the proxy without client configuration.\n\n     .    Intranet Support.  SonicWALL Plus allows Intranet firewalling by\n          allowing the administrator to restrict access to certain resources on\n          the LAN.  For example, protection may be required for a company's\n          accounting department against unauthorized access by other users on\n          the same network.\n\nBusinesses can greatly benefit from the wealth of information that is available\non the Internet.  But with that benefit comes the security risk that\nunauthorized users may access the network to steal information.  Some hackers\nget their thrill by crashing or corrupting PCs and servers.  To help companies\nreduce these security risks, Sonic Systems developed SonicWALL.  SonicWALL\noffers state-of-the-art software and hardware technology to provide a secure,\neasy-to-install, reliable, and affordable firewall for businesses with a few\nusers to several hundreds of users.\n\nTo protect the private network against Internet-based theft, destruction or\nmodification of data, SonicWALL implements stateful packet inspection, a\ntechnology similar to that used in enterprise-level firewall products offered by\nCheck Point and Cisco.  SonicWALL will allow data coming from the Internet only\nif it's part of a session that was initiated by one of the users on the secure\nLocal Area Network (LAN).  Hackers and other unauthorized users will be stopped\nat SonicWALL and not allowed on the private network.\n\nWhen SonicWALL is installed, the network is protected from Denial of Service\nAttacks, such as Ping of Death, SYN Flood, IP Spoofing, and LAND.  When new\nhacker attacks are discovered, Sonic adds protection from them to the SonicWALL\nsoftware.  SonicWALL goes an extra step by automatically notifying the\nadministrator when there is a new software release available.  SonicWALL\ncustomers get free software updates.\n\nIn addition to stopping unauthorized users from accessing the secure LAN,\nSonicWALL allows company management to determine which Internet sites or\nNewsgroups should be accessible. The network administrator simply selects the\ncategories of content to block, such as pornography, intolerance or violence,\nand SonicWALL will automatically block the sites that fall under those\ncategories. SonicWALL uses the highly regarded CyberNOT filter list from\nMicrosystems Software, also used in products offered by distinguished\norganizations such as America Online, AT&amp;T, IBM, Microsoft, Netscape and The\nScholastic Network.\n\n                                       16\n\n\nSonicWALL was designed for ease of installation and administration.\nInstallation involves simply connecting SonicWALL between the private network\nand Internet router, spending a few minutes selecting the filtering options from\nthe intuitive, Web browser based configuration screen, and the users and network\nare secure.  No reconfiguration of any PC applications is needed.\n\n                                       17\n\n \n                                    EXHBIT D\n                                    --------\n\n                             Deliverables Schedule\n\nThe customized version of the software is to be delivered to Ramp no later than\nJanuary 15, 1999.\n\n                                       18\n\n \n                                  Amendment to\n                                  ------------\n\n                                   EXHIBIT B\n                                   ---------\n\n                             OEM Purchase Agreement\n                                    Between\n                     Sonic Systems, Inc. and Ramp Networks\n\n                                 July 20, 1999\n\n                              Products and Pricing\n\n                                Product Pricing\n\n\n\n--------------------------------------------------------------------------------\n        Product Model                                   Per Unit Price\n--------------------------------------------------------------------------------\n                                                     \n          5 - User                                          [*]      \n--------------------------------------------------------------------------------\n          25-User                                           [*]\n--------------------------------------------------------------------------------\n          100-User                                          [*]\n--------------------------------------------------------------------------------\n\n                                        \n\n\n--------------------------------------------------------------------------------\n       Product Model                                   Per Unit Price\n--------------------------------------------------------------------------------\n                                                     \n     5 - User with Four Port Hub                            [*]             \n--------------------------------------------------------------------------------\n     25-User with Four Port Hub                             [*]\n--------------------------------------------------------------------------------\n     100-User with Four Port Hub                            [*]\n--------------------------------------------------------------------------------\n\n\nPricing for the Four-Port Hub Model is effective upon product availability.\nRamp and Sonic will work out a mutually acceptable plan to phase in the Four-\nPort Hub Model and discontinue the single-port model.\n\n                                Upgrade Pricing\n\n\n\n--------------------------------------------------------------------------------\n        Upgrade                                  Per Unit Upgrade Price\n--------------------------------------------------------------------------------\n                                             \n     5-User Model to 250-User Model                      [*]   \n--------------------------------------------------------------------------------\n       25-User Model to 250 Model                        [*]\n--------------------------------------------------------------------------------\n       100-User to 250-User Model                        [*]\n--------------------------------------------------------------------------------\n          VPN Upgrade                                    [*]\n--------------------------------------------------------------------------------\n    30 Day CyberNOT Trial Subscription                   [*]\n--------------------------------------------------------------------------------\n  Annual CyberNOT List Subscription Update               [*] \n--------------------------------------------------------------------------------\n\n\nRAMP NETWORKS, INC.                               SONIC SYSTEMS, INC.\n\nSignature  \/s\/ Mahesh Veerina                     Signature \/s\/ Sreekanth Ravi\n          --------------------                              --------------------\nPrint Name     Mahesh Veerina                     Print Name    Sreekanth Ravi\n          --------------------                              --------------------\nPrint Title    President                          Print Title   President\n          --------------------                              --------------------\nDate           7\/29\/99                            Date          7\/21\/99\n          --------------------                              --------------------\n\n                                      21\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8644,8863],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42624","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ramp-networks-inc","corporate_contracts_companies-sonicwall-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42624","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=42624"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42624"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42624"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42624"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}