Exhibit 10.11
Amendment No. 1
PROJECT AGREEMENT & DESIGN LICENSE AGREEMENT
This Amendment No. 1 ("Amendment") to the Project Agreement & Design License
Agreement ("Agreement') is made in California as of January 4, 1995, by and
between Cisco Systems, Inc., ("CISCO") a California corporation having its
principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, and
Frontier Software Development, Inc. ("Frontier') a Delaware corporation having
its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, Cisco and Frontier have previously entered into the Project Agreement &
Design License Agreement dated February 25,1994; and
WHEREAS, Cisco and Frontier wish to amend the Agreement to clarify NETscout
Manager License Fees;
NOW WHEREFORE, the parties agree to amend the Agreement as follows:
2. EXHIBIT D - SOFTWARE LICENSE FEES. Replace Section 2 NETScout
Manager License Fees with Supplement Exhibit D-1 attached
hereto and made a part hereof.
5. All other term and conditions of the Agreement remain
unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
CISCO SYSTEMS, INC. FRONTIER SOFTWARE
DEVELOPMENT, INC.
By: /s/ Jaysnree Ullal By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
(Authorized Signature) (Authrized Signature)
Name: /s/ Jaysnree Ullal Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(Authorized Signature) (Authrized Signature)
Title: Director, Mktg. Title: VP Marketing
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Supplement
Exhibit D-1
2. NETscout Manager License Fees.
A. Frontier agrees that Cisco shall receive a [*] of [*] off Frontier's
published list price for NETscout Manager sold to any third party. Upon
execution of this Amendment, Cisco agrees to purchase a prepaid license
for fifty (50) NETscout Manager clients for [*].
B. Frontier will provide NETscout Manager clients for inventory on the following
basis:
i. Cisco will purchase inventory at a mutually agreed upon
material cost of [*].
ii. Cisco will pay Frontier licensing fees for copies of NETscout
Manager sold by Cisco during the [*]. Cisco shall provide
Frontier with report which shall be sufficient to allow
Frontier to verify the NETscout Manager License Fees due
iii. Payment of such NETscout Manager License Fees within [*]of the
end of each calendar month.
C. The [*]for NETscout Manager shall [*] for a period of [*] from the date
of this Amendment. Thereafter, Frontier may [*]for NETscout Manager on
[*] prior written notice to Cisco. Orders placed during the notice
period shall be at [*]. [*] shall be effective [*] upon notice from
Frontier.
D. Frontier will provide customization to the Software and Documentation
that uses the title "NetScout for Cisco".
E. Frontier agrees to provide Cisco with [*] Windows licenses for internal
usage only at no charge. These copies will be marked for demonstration
and not for resale.
[*]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.