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CONFIDENTIAL TREATMENT

 

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC.

 

EXHIBIT 10.26

 

ADDENDUM ELEVEN
TO THE
SOFTWARE LICENSE AGREEMENT
BETWEEN
DELL PRODUCTS, LP
AND
COMMVAULT SYSTEMS, INC.

 

This Addendum Eleven (“Addendum”) to the Software License Agreement dated December 17, 2003 (the “Agreement”) is entered into by and between Dell Global BV (Singapore Branch) incorporated in The Netherlands with limited liability, operating through its Singapore branch on behalf of itself and the subsidiaries and affiliates of Dell Inc. (hereinafter “Dell”), 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 9th day of April, 2009 (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, CommVault and Dell wish to amend the Agreement and replace all Pricing Supplements, as set forth in Addendum #10 dated October 1, 2008 and also wish to modify the rebate and MDF provisions set forth in Addendum #9 dated September 1, 2008.

 

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:

 

The rebate and MDF terms introduced in Addendum #9, and the pricing terms introduced in Addendum #10, shall be deleted in their entirety and replaced with the following:

 

1.  Quarterly Rebate.

 

For Licensed Products distributed by Dell (with the exception of [***] for which rebates provided for herein shall not apply), Dell shall earn a rebate equal to [***] (“Rebate Percentage”) of the aggregate quarterly royalties paid by Dell, as reported on the royalty report. For the purposes of clarification, the royalties due per copy of the Licensed Product shipped are as shown in the “Total” column (column E) in Exhibit A attached hereto. Dell shall have the right to deduct the aggregate quarterly rebate amount due to Dell from Dell’s quarterly royalty payment to CommVault. For clarification, Volume Purchase Agreement (“VPA”) and Enterprise License Agreement (“ELA”) transactions are excluded from the definition of Licensed Products for the purposes of the Rebate Percentage only.

 

2.  Quarterly MDF

 

For all Licensed Products distributed by Dell, Dell shall earn MDF equal to [***] (“MDF Percentage”) of the aggregate quarterly software royalties paid by Dell, (column C of Exhibit A) as reported on the royalty report. For clarification, VPA and ELA transactions are excluded from the definition of Licensed Products for the purposes of the MDF Percentage only.

 

Confidential

Page 1

4/21/2009


 

 

CONFIDENTIAL TREATMENT

 

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC.

 

2.1  Terms and conditions of MDF

 

i. Licensor will provide the MDF in the form of reimbursement for specific, identifiable and mutually agreed marketing expenses incurred by Dell and/or Licensor.

 

ii. The parties shall meet quarterly to determine the subsequent period marketing activities to which the Quarterly MDF shall be applied (“Reimbursable Activities”). The MDF may only be applied to Reimbursable Activities approved by Licensor.

 

iii. Dell will provide backup documentation supporting its pay


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