SOFTWARE LICENSING AGREEMENT



THIS SOFTWARE LICENSE AGREEMENT is entered into as of this 17th day of December,

2003 (hereinafter "Effective Date") by and between Dell Products L.P.

(hereinafter "Dell") with its principal place of business at One Dell Way, Round

Rock, Texas 78682, and CommVault Systems, Inc., a Delaware corporation having a

principal place of business at 2 Crescent Place, Oceanport, New Jersey 07757

(hereinafter "Licensor").



1.0      DEFINITIONS



1.1      AGREEMENT shall mean this Software License Agreement and its

         Supplement.



1.2      LICENSED PRODUCT(S) shall mean: (i) the software in object code form

         and documentation listed in the Supplement to this Software License

         Agreement and (ii) all improvements, corrections, modifications,

         alterations, revisions, extensions, upgrades, national language

         versions and/or enhancements to the software in object code form and/or

         documentation made during the term of this Agreement (hereinafter

         "Updates").



1.3      SUPPLEMENT shall mean the supplement executed under this Software

         License Agreement. The supplement shall describe the Licensed

         Product(s) and may include additional terms and conditions such as

         compensation, delivery schedules, technical contacts and other

         information related to the Licensed Product(s). The terms and

         conditions of this Software License Agreement shall apply to the

         Supplement.



2.0      OBJECT CODE LICENSE



2.1      Licensor hereby grants to Dell a non-exclusive, worldwide, and, subject

         to Section 9, below, irrevocable right and license, under all

         copyrights, patents, patent applications, trade secrets and other

         necessary intellectual property rights, to: (i) use, make, execute,

         reproduce, display, perform, the Licensed Product(s), in object code

         form, (ii) distribute and license, the Licensed Product(s), in object

         code form, as part of, in conjunction with, or for use with, Dell

         systems and (iii) authorize, and license third parties to do any, some

         or all of the foregoing. Dell shall have the option to distribute the

         Licensed Product(s) to end users pursuant to Licensor's end user

         license agreement



2.2      The above grant includes, without limitation, the right and license to:

         (i) use Licensor's trade names, product names and trademarks (the

         "Trademarks") in connection with the marketing and distribution of

         Licensed Product(s) and (ii) all pictorial, graphic and audio visual

         works including icons, screens and characters created as a result of

         execution of the Licensed Product(s). Dell's use of the Trademarks

         shall be in accordance with applicable trademark law. Dell agrees to

         consistently identify the Trademarks as being the property of Licensor.

         Dell agrees that the Trademarks are and will remain the sole property

         of Licensor and agrees not to do anything inconsistent with that

         ownership. Dell shall (a) comply with any requirements established by

         Licensor concerning the style, design, display and use of the

         Trademarks, (b) correctly use the "(R)" registration and "(TM)"

         symbols, (c) use the Trademark solely in connection with the

         appropriate products, (d) promptly inform Licensor of the use of any

         marks similar to the Trademarks and any potential infringements of the

         Trademarks which comes to Dell's attention, and (e) not misuse the

         Trademarks or engage in any unlawful activity in any way related to the

         use of the Trademarks. Dell will indemnify, defend and hold harmless

         Licensor and its officers, directors, employees and agents from and

         against any and all liabilities, losses, damages, claims, costs and

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