Exhibit 10.22
ADDENDUM SEVEN
TO THE
LICENSE AND DISTRIBUTION AGREEMENT
BETWEEN
DELL PRODUCTS L.P.
AND
COMMVAULT SYSTEMS, INC.
This Addendum (“Addendum”) to the Software License Agreement dated December 17, 2003 (the “Agreement”), is entered into by and between Dell Products L.P. (hereinafter “Dell”) with its principal place of business at One Dell Way, Round Rock, Texas 78682, and CommVault Systems, Inc., (hereinafter “Commvault”) a Delaware corporation having a principal place of business at 2 Crescent Place, Oceanport, New Jersey 07757 (hereinafter “Licensor”) and is effective as of the 28th day of January, 2008 (the “Effective Date”)
RECITALS
WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT granted Dell various rights to distribute certain COMMVAULT software products;
WHEREAS, the parties now desire to amend the Agreement to provide that Dell may sell, on a case by case basis, additional and/or different COMMVAULT products and services.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt of which both parties hereby acknowledge, Dell and COMMVAULT agree as follows:
Any capitalized terms defined in this Addendum are specific to this Addendum only, and do not modify or change the meaning set forth in the Agreement. Unless expressly defined in this Addendum, the capitalized terms in this Addendum are as defined in the Agreement. The Agreement shall remain in full force and effect except as supplemented and amended herein.
1. On a case by case basis and as agreed to by the parties, Dell may sell to Customers Licensed Products, technical support and other services offered by COMMVAULT. Such transactions may include, but shall not be limited to, Enterprise License Agreements (ELAs) and Volume Purchase Agreements (VPAs), which shall be transacted using pricing sku nos. [**] only. Dell’s cost for the ELAs shall be a minimum of [**] percent ([**]%) less than Dell’s S&P cost for equivalent or comparable ELA skus sold through Dell S&P. This Section 1 shall not preclude Dell from selling ELAs through Dell’s S&P channel under the relevant S&P agreements.
2. Technical Support/Maintenance: In connection with any transaction contemplated under Section 1 above, Dell shall undertake commercially reasonable efforts to provide Level 1 and 2 technical support to new and existing Customers; provided, however, that COMMVAULT may provide Levels 1 and 2 technical support (in addition to Level 3 technical support) to Customer, upon either Dell or Customer request. Any such transactions, including the provision of technical support, shall be handled in accordance with CommVault’s then current policies.
3. Pricing changes – Commencing May 5, 2008, any and all pricing supplements to the Agreement shall be deleted and replaced in their entirety by the price lists attached hereto as Schedule A—March 27, 2008.
No other changes or modification are intended by this Addendum. All other terms and conditions of the Agreement are in effect.
