Attached files
file | filename |
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EX-10.4 - EXHIBIT 10.4 - ARUBA NETWORKS, INC. | c11130exv10w4.htm |
EX-31.1 - EXHIBIT 31.1 - ARUBA NETWORKS, INC. | c11130exv31w1.htm |
EX-10.3 - EXHIBIT 10.3 - ARUBA NETWORKS, INC. | c11130exv10w3.htm |
EX-32.1 - EXHIBIT 32.1 - ARUBA NETWORKS, INC. | c11130exv32w1.htm |
EX-10.8 - EXHIBIT 10.8 - ARUBA NETWORKS, INC. | c11130exv10w8.htm |
EX-10.7 - EXHIBIT 10.7 - ARUBA NETWORKS, INC. | c11130exv10w7.htm |
EX-10.2 - EXHIBIT 10.2 - ARUBA NETWORKS, INC. | c11130exv10w2.htm |
EX-31.2 - EXHIBIT 31.2 - ARUBA NETWORKS, INC. | c11130exv31w2.htm |
EX-10.6 - EXHIBIT 10.6 - ARUBA NETWORKS, INC. | c11130exv10w6.htm |
EXCEL - IDEA: XBRL DOCUMENT - ARUBA NETWORKS, INC. | Financial_Report.xls |
10-Q - FORM 10-Q - ARUBA NETWORKS, INC. | c11130e10vq.htm |
Exhibit 10.5
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
Aruba / Avnet Logistics U.S., LP Distributor Agreement
Amendment #2
This Amendment #2 is made and entered into as of June 15, 2009 by and between Avnet Logistics U.S.,
LP. (Avnet) and Aruba Networks, Inc. (Aruba), and amends the Distributor Agreement, between
Avnet and Aruba, dated June 15, 2007 (the Agreement). Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
RECITALS
A. Aruba and Avnet desire to amend the Agreement to modify the discounts and make certain
other changes.
B. In accordance with Section 14.11 of the Agreement, any term of the Agreement may be amended
only with the written consent of both parties.
The parties hereby agree as follows:
1. Section 1.9 is hereby amended and restated as follows:
1.9 Territory shall mean the United States, Mexico, Canada and countries located in the Asia
Pacific region, which mean Australia, Brunei, Cambodia, Peoples Republic of China, Hong Kong,
Macau, Fiji, India Indonesia, Japan, Kiribati, South Korea, Laos, Malaysia, Marshall Islands,
Federated States of Micronesia, Mongolia, Myanmar (Burma),Nauru, New Zealand, Palau, Papua New
Guinea, Philippines, Samoa ,Singapore, Solomon Islands, Thailand, Timor-Leste, Tonga, Republic
of China (Taiwan), Tuvalu, Vanuatu, Vietnam, United States Territories -American Samoa and
Guam, Northern Mariana Islands.
2. A new Section 1.10 is hereby added as follows:
1.10 Aruba List Price means the then-current published list price for
the Territory for the Product(s) available from Suppliers website.
3. A new Section 1.11 is hereby added as follows:
1.11 Non-Standard Pricing means any pricing offered at Suppliers
discretion to End Users, Reseller or Distributor other than the standard
discounts from the Aruba Price List set forth on Exhibit A.
4. Section 2.2 is hereby amended and restated as follows:
2.2 Resellers. Supplier has provided to Distributor a list of all
Resellers authorized by Supplier to purchase through Distributor and shall
notify Distributor of any change in such list. Distributor may not be
able to stop selling to Resellers removed from the list for a period of thirty days or
period of outstanding quotes. Distributor will rely solely on this list
and will not be liable for any errors or omissions on the list.
5. Section 7.1(a) is hereby amended and restated as follows:
a. Inventory. Products in Distributors inventory in their original, sealed
condition, provided that (i) Distributor submits to Supplier its notice to return Product
(RMA Request) within the thirty (30) day period following any calendar quarter; (ii) such
credit does not exceed [***] percent ([***]%) of the net shipments to Distributor during
the calendar quarter immediately preceding the date of Distributors RMA Request; and (iii)
Distributor may only return Products which have been received into Distributors inventory
during the previous [***] ([***]) quarters and are products which have not appeared on a
POS report provided by Distributor or were drop shipped to the customer by Aruba.
Consequently, the returned products shall be new, unused and in original, sealed cartons
and shall not be returned from a Customers inventory. Supplier is responsible for
validating all products on stock rotation RMA requests for the potential disallowance of
Product due to terms outlined in this section. After RMA approval, Supplier has accepted
the final return of the Product. In addition to the [***] percent ([***]%) quarterly
inventory which may be returned, an additional [***] percent ([***]%) may be utilized for
Open Box product or product that previously appeared on a POS report by Distributor.
Open Box means Products that have either the outer seal broken or both the outer seal
broken and inner static bag opened. Open Box also includes Products that have a damaged box
and cannot be shipped to a reseller in its current condition
Any request by Distributor to return Products other than in accordance with the terms and
conditions of this Section 7.1(a) must be approved in writing (email acceptable) in advance
by Suppliers VP, Corporate Controller. Products returned under clauses (b) or (c) below
do not count toward such limit.
6. Exhibit A is hereby amended and restated as follows:
EXHIBIT A
PRODUCT & SERVICES DISCOUNTS
[***]
7. Exhibit B is hereby amended and restated as follows:
EXHIBIT B
SUPPLIERS PROGRAMS
[***]
8. | This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
9. | Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
*** | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
IN WITNESS WHEREOF, Aruba and Avnet have each caused this Amendment to be executed by its duly
authorized representative, as of the day and year first above written.
AVNET LOGISTICS U.S., LP.
ARUBA NETWORKS, INC.
By:
|
/s/ Jeff Bawol
|
By: | /s/ Alexa King
|
|||||
Print Name:
Jeff Bawol
|
Print Name: Alexa King | |||||||
Title: President, TS Americas | Title: General Counsel | |||||||
Date: 6-25-09 | Date: June 23, 2009 |