MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of December 19, 2000 by and
between NETCEL360.com Limited, a Cayman Islands company ("NetCel360"), and Network Appliance, Inc.,
a California company (the "Company").
WHEREAS, NetCel360 is in the business of providing services to support companies' e-business operations in
the Asia-Pacific region; and
WHEREAS, the Company wishes to establish a master agreement under which the Company and its Affiliates
may purchase Services and Products from NetCel360, and NetCel360 wishes to enter into this master
agreement to provide the Services and Products to the Company and its Affiliates under the terms of this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1. INTERPRETATION
1.1 In this Agreement:
"AFFILIATE" shall mean any person that controls an entity or who is under common control with such entity;
"AGREEMENT" shall mean this Agreement and any Statement of Work made hereunder;
"APPLICATION" shall mean any software application provided in connection with a Service;
"CODE AND DATA" means software, in object code form, and any data and/or tools created, acquired or
licensed by or to NetCel360 either before or during the course of performing the Services for the Company, and
utilized in any manner by NetCel360 in performing the Services, and which are generally applicable to
development of the Deliverables, and which are not specifically created, acquired or licensed by NetCel360
exclusively for the Company pursuant to the terms of a Statement of Work. Code and Data will be treated as
Confidential Information in accordance with the terms hereof.
"CONFIDENTIAL INFORMATION" shall have the meaning set forth in the Non-Disclosure and
Confidentiality Agreement dated December 19, 2000 between the Company and NetCel360 (the "Non-
Disclosure Agreement")."DELIVERABLES" shall have the meaning set fo