International Value Added Reseller Agreement

Exhibit 10.13

EQUALLOGIC
INTERNATIONAL VALUE ADDED RESELLER AGREEMENT

THIS VALUE ADDED RESELLER AGREEMENT ("Agreement"), dated as of the 1st day of January, 2007 (the "Effective Date"), is by and between EqualLogic, Inc., a Delaware corporation having its principal offices at 9 Townsend West Nashua, New Hampshire 03063 ("EqualLogic"), and ("VAR"), a corporation having its principal offices at .

Subject to the terms and conditions of this Agreement, EqualLogic hereby accepts VAR as a Value Added Reseller of the EqualLogic storage products described on the attached Schedule 1 (the "Products" ). NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Equallogic and VAR, intending to be legally bound, hereby agree as follows:

SECTION 1: DEFINITIONS

Capitalized terms referred to herein that are not defined herein shall have the following meanings:

"Confidential Information" means any competitively sensitive or secret business, marketing, or technical information of EqualLogic. In all cases, EqualLogic's Confidential Information shall include the Software and Documentation, the pricing and cost of its products (including its deal registration process), its supplier and customer lists, sales strategies, business and marketing plans, production processes and techniques, research and development data and inventions, assets or liabilities, financial condition, prospects, and any other information that is marked "confidential" or "proprietary" or that given its nature should reasonably be considered to be Confidential Information. Confidential Information shall not include, however, information that (1) is generally known to the public or readily ascertainable from public sources (other than as a result of a breach of this Agreement by VAR or any of its employees), (2) is independently developed without reference to or reliance on any Confidential Information, or (3) is obtained from an independent third party who created or acquired such information without reference to or reliance on Confidential Information.

"Customer" means an Eligible Prospect that has paid for the license of the Products and has by shipment of the Products agreed to EqualLogic's end user agreement and limited warranty included in the shipment of the Products.

"Documentation" means the user documentation relating to the Products provided by EqualLogic to VAR and any other documentation provided to VAR by EqualLogic for VAR to provide to Eligible Prospects. The Documentation shall include all changes provided to VAR or applicable Eligible Prospects by EqualLogic.

"Eligible Prospects" means any potential end user customer, or reseller acknowledged in writing by EqualLogic to be an EqualLogic Authorized Value Added Reseller.

"Hardware" means any Equallogic PS Series array along with customer manuals generally supplied by EqualLogic for use with the Hardware.

"License Agreement" means EqualLogic's current End User License Agreement as outlined on the EqualLogic Partner extranet, which may be modified by EqualLogic from time to time, that governs the Customer's use of the Products (a current copy of which is attached hereto as Schedule 3 ) or in such other form as EqualLogic may approve in writing. EqualLogic reserves the right to require different terms and conditions for each Eligible Prospect depending on the circumstances. EqualLogic shall provide a copy of the License Agreement with each product shipment.

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"Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software or hardware media, which are readable and usable by computer equipment, but not generally readable by humans without reverse assembly, reverse compiling, reverse conversion, reverse engineering and/or any other disassembly or decompilation.

"Products" means, collectively, the Hardware, Software, and Third Party Products supplied in accordance with the terms and conditions of this Agreement.

"Software" means EqualLogic's storage management software products and related Documentation made generally available by EqualLogic from time to time. The Software shall be provided in Object Code form only. No source code will be provided. The term "Software" shall include any and all software, firmware, and micro code running on Hardware or any computer system, including all Maintenance Releases and updates supplied in accordance with this Agreement.

"Territory" means

"Third Party Products" means any hardware or software licensed or distributed by EqualLogic to Customer under this Agreement, the intellectual property rights for which are not owned by EqualLogic.

SECTION 2: APPOINTMENT OF VAR 2.1 Distribution License to VAR. Subject to the terms and conditions of this Agreement, EqualLogic grants to VAR a non-exclusive, non-transferable right and license, during the term of this Agreement and solely within the Territory to market, demonstrate, and distribute the Products solely to Eligible Prospects.

2.2 Training, Demonstration and Development Units. VAR may purchase two Products, subject to the terms and conditions of this Agreement for the non-refundable training and demonstration unit price described in Schedule 2 and may use such Products for internal uses only (subject to the restriction set forth herein and the License Agreement). For these purposes, internal use refers only to use of the Products to assist in the provision of sales demonstrations, training, professional services and/or support services to specific Customers as contemplated under Sections 3.7 of this Agreement. VAR is prohibited from using the Products to develop modifications and/or derivatives of any nature for the purpose of redistribution without the express prior written consent of EqualLogic in each instance. These Training, Demonstration and Development licenses may not be resold except as provided in Schedule 2.

2.3 Orders for Products. All orders for Products shall be submitted by VAR to EqualLogic on VAR's standard purchase order and must specify model numbers, quantities and required delivery dates. All orders are subject to acceptance by EqualLogic which shall be deemed to have occurred upon shipment to VAR or VAR's Customer. All orders must include all Customer information including name, address, contact name and phone number. All shipments shall occur under the shipment terms detailed on Schedule 5. The terms of this Agreement shall prevail over any different or additional terms contained in any order or other document submitted by VAR. VAR may not reschedule any part of an order less than ten (10) calendar days before the scheduled shipment date, or cancel any part of an order less than thirty (30) calendar days before the scheduled shipment date. Orders cancelled less than (30) calendar days before the scheduled shipment date will be subject to a 20% of EqualLogic's U.S. Customer list price cancellation charge.

SECTION 3: RESPONSIBILITIES 3.1 Promotion. VAR shall use commercially reasonable efforts to promote and market the Products to Eligible Prospects in the Territory during the term of this Agreement. EqualLogic shall have

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the right to review in advance any marketing materials to be used to promote the Products to Eligible Prospects. EqualLogic's web and software content ("Content") may be utilized by the VAR in the promotion of the EqualLogic Products with the following restrictions: (i) this usage right is dependent on the VAR utilizing the Content on an "as is" basis, (ii) any modifications to this Content must be pre-approved in writing by EqualLogic before being utilized by the VAR, and (iii) any such Content that is password protected (requires the VAR to submit a password to obtain the Content) may not be redistributed to any party without the prior written consent of EqualLogic. Any product reviews of the EqualLogic Products paid for, conducted by or otherwise commissioned by the VAR must be approved in writing by EqualLogic prior to being placed into the public domain. All of the foregoing Content and any modifications thereto, and all intellectual property rights therein, shall be owned exclusively by EqualLogic. 3.2 Sales, Forecast and Pipeline. VAR shall provide information regarding its sales, forecasts and pipeline activity for the Products in such form and with such level of detail as may be reasonably requested by EqualLogic. EqualLogic shall utilize this information only in its business management. VAR must register all deals via the EQUALLOGIC PSPP website.

3.3 Product Prices. VAR shall pay EqualLogic the minimum fees set forth on Schedule 1 attached hereto on orders of Products for delivery within the Territory which are accepted during the Term of this Agreement by EqualLogic. Prices shall not apply to orders which request shipment more than three months after receipt of order. Prices on the attached Schedule 1 apply only to purchases for use in the Territory. In order for VAR to receive the registered prices listed in Schedule 1, VAR must register each opportunity as detailed on EqualLogic's Partner extranet. Although EqualLogic may provide quotation assistance to assist VAR in the pricing of the product, the prices set out in Schedule1 shall govern all orders placed by VAR unless the parties otherwise agree in writing. The discounted prices allowed under this Section are VAR's sole compensation for its purchases and services under this Agreement. EqualLogic may in its sole discretion change prices on the Products upon 30 days written notice to the VAR. Prices do not include freight, taxes, insurance, customs, import duties, local delivery, special handling or any special packaging. VAR shall have the full freedom to determine the prices that it charges its Customers for the Products.

3.4 Out-of-Territory Exception: At EqualLogic's sole discretion, individual Product purchases may be approved for sale outside Territory. VAR shall notify EqualLogic promptly upon determining that an order is destined for export. Exception approval must be in writing from EqualLogic, and different Product pricing may apply.

3.5 Delivery Shipment shall be as outlined in EqualLogic's standard terms and conditions (a current copy is included on Schedule 5). Title (other than to the Software which shall remain with EqualLogic) and risk of loss of the Products shall pass to the VAR as detailed on Schedule 5. VAR shall be responsible for storage charges, if any, and for transportation and insurance charges. EqualLogic shall not be liable for delays for cause beyond EqualLogic's control. In the event EqualLogic ships to VAR for redistribution to end user, VAR shall not remove, alter, substitute or otherwise modify the contents of the Product as shipped by EqualLogic.

3.6 Sales Support; License Agreement. EqualLogic and VAR shall each assign a relationship account manager for each Eligible Prospect, who shall jointly determine the sales strategy for such Eligible Prospect. Confidential Information may only be disclosed or provided to Eligible Prospects who have executed a confidentiality agreement supplied or approved by EqualLogic, and only to the extent reasonably necessary to market and sell the Products. Copies of the Products (and/or any access to the Products) shall be provided to an Eligible Prospect (for use, or any other purpose) only pursuant to the License Agreement furnished with the Product.

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3.7 Training. EqualLogic shall provide sales and technical training to VAR for the purposes of marketing and selling the Products, subject to Section 7.4 hereof. VAR shall maintain trained staff in accordance with EqualLogic's Partner Program as outlined on the EqualLogic partner extranet. EqualLogic reserves the right to modify these training requirements from time to time. As part of its obligation under this agreement, EqualLogic will make trained technical support engineers available to VAR's authorized contacts to answer technical questions and address potential errors in the Products. Such availability may be by telephone, fax, electronic mail or other means as determined necessary by EqualLogic. EqualLogic will make such support available to VAR during its normal hours of operation. 3.7 Technical Services.

3.7.1 Installation Support. VAR shall be responsible for the successful installation of the Products. Upon installation, the VAR must ensure that the Customer also registers the product for support directly with EqualLogic.

3.7.2 Maintenance Services. VAR may sell EqualLogic Maintenance and Support Services contracts for the Products directly to its Customers for the first year following the Customer's purchase of Products. Thereafter, EqualLogic Maintenance and Support Services contract renewals may be sold by VAR to the extent that (a) VAR is still an authorized value added reseller for the Products, and (b) EqualLogic is still supporting such Products for its customers and resellers. A description of EqualLogic's current standard Maintenance and Support Services is included herein as Schedule 4 (this schedule may be modified by EqualLogic from time to time). VAR shall charge Customers for Maintenance and Support Services based on EqualLogic's then current standard price for such services and shall receive a discount for such services as described in Schedule 1 to this Agreement. Each Party shall designate a support contact person to serve as the princ ...