AMENDMENT NO. 5 TO
PRIVATE LABEL AGREEMENT
PROJECT DEVELOPMENT AND LICENSE AGREEMENT
CISCO SYSTEMS, INC.
NETSCOUT SYSTEMS, INC.
This Amendment No. 5 ("Amendment #5"), having an Effective Date of Dec 26, 1999, is made by and between
Cisco Systems, Inc., a California corporation having its principal place of business at 170 West Tasman Drive,
San Jose, CA 95134-1706, U.S.A. ("Cisco"), and NetScout Systems, Inc., (Formerly known as Frontier
Software Development, Inc.) a Delaware corporation having its principal place of business at 4 Technology Park
Drive, Westford, Massachusetts 01886 ("NetScout").
WHEREAS, Cisco and NetScout entered into the Project Development and License Agreement on July 13,
1994 ("Software Agreement"), a Private Label Agreement on October 17, 1995 ("Hardware Agreement") and
four amendments dated January 4, 1995 ("Amendment #1"), May 15, 1996 ("Amendment #2"), October 29,
1996 ("Amendment #3"), and Feb 23, 1998 ("Amendment #4"), collectively the "Agreement"; and
WHEREAS, Cisco and NetScout desire to change and add certain terms to the Agreement as specified below.
NOW THEREFORE, in consideration of the covenants and conditions contained herein, the parties agree as
All defined terms shall have the meaning as defined in the Agreement except that terms defined herein shall have
the meaning as defined in this Amendment #5.
"Applications" shall mean, collectively, all NetScout RMON and other management and monitoring application
programs shipped to Cisco as Products (see Section 1 of Amendment #2) under the Agreement, including but
not limited to, TrafficDirector and TrafficScout. SwitchProbes, RMON Agents, and Embedded Agents are not
"CWSI-LAN Bundle" shall mean a Cisco LAN management product that includes one or more Cisco LAN
management applications, and specifically includes the NetScout TrafficScout Application or the Cisco version of
NetScout's NetScout Manager Plus Application known