CONFIDENTIAL TREATMENT
[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.
EXHIBIT 10.23
COMMVAULT SYSTEMS AMENDED AND RESTATED RESELLER AGREEMENT
This Reseller Agreement is made as of the effective Date set forth below,
between CommVault Systems, 2 Crescent Place, Oceanport, New Jersey 07757
("CommVault") and Dell Inc, ("Reseller").
This agreement is entered effective as of April 6, 2005.
WHEREAS, CommVault is engaged in the business of providing data storage
products.
WHEREAS, Reseller is a provider of information management solutions who wishes
to purchase software products from CommVault for the purposes of resale with
other products or services to customer in accordance with valid purchase orders.
THEREFORE, the parties agree as follows:
1. Price: Reseller receives a [***] discount on the MSRP of the
SW. Reseller shall provide CommVault with an applicable tax
exemption certificate. Reseller has the unrestricted right to
determine the prices at which it resells any Product to its
customers. No CommVault representative has the authority to
suggest that Reseller charge a particular resale price for any
product.
2. Purchase Orders: Reseller shall place purchase orders for
software with CommVault through the Dell 3GFX order process.
CommVault will accept or reject orders directly through the
3GFX system.
3. Payment: CommVault will electronically invoice Reseller
through the 3DFX process and payment for Products, including
any authorized partial shipments, shall be due in [***] from
the date that Dell receives the invoice.
4. Rebate: CommVault will rebate the Reseller on select orders in
the amount of [***] of the net S&P Software (SW licensing
only). [***].
5. Timeframe: This agreement will be in force from Feb 1, 2005
through July 31, 2005. This agreement will be re-evaluated
after each Dell Fiscal quarter and any changes will be made in
writing and agreed to by both Dell and CommVault.
6. Territory: United States only.
7. All Products will be subject to CommVault's MSRP in effect as
of April 6, 2005.
This agreement is intended to supersede any previous reseller agreements between
Dell and CommVault.
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(Continued from Page 1, CommVault Systems Reseller Agreement)
By signing below, the Reseller acknowledges that it has read, understands, and
agrees, to be bound by all terms and conditions of this Reseller Agreement (the
"Agreement").
Dell, Inc. ("Reseller") CommVault Systems
- ------------------------------------ ------------------------
/s/ Michael P. Owens /s/ Warren H. Mondschein
- ------------------------------------ ------------------------
Signature Signature
Michael P. Owens Warren H. Mondschein
- ------------------------------------ ------------------------
Name Name
Sr. Mgr, SW Procurement VP & General Counsel
- ------------------------------------ ------------------------
Title Title
9/14/06 9/14/06
- ------------------------------------ ------------------------
Date Date
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