Exhibit 10.71
July 30, 2008
Attn: Mr. Simon Nynens
Lifeboat Distribution
1157 Shrewsbury Avenue
Shrewsbury, New Jersey 07702
Delivery by e-mail: Michael Simons
RE: NOTICE OF TERMINATION - VMWARE DISTRIBUTOR AGREEMENT
Dear Mr. Nynens:
Pursuant to Section 5.2 of the VMware Distributor Agreement (the "Distributor Agreement"), dated September 20, 2004 (VMware Contract #3376), by and between VMware, Inc. ("VMware") and Lifeboat Distribution (a division of Wayside Technology Group, formerly Programmers Paradise) ("Lifeboat"), VMware hereby submits this letter as notice to terminate the Distributor Agreement (the "Notice"). Capitalized terms not otherwise defined herein shall have the same meaning set forth in the Distributor Agreement.
Pursuant to the terms and conditions of the Distributor Agreement:
1. |
As of October 1, 2008, VMware shall only accept Lifeboat Orders for distributions to Programmers Paradise; |
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2. |
The Distributor Agreement is hereby terminated at close of business on December 31, 2008; |
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3. |
In accordance with section 5.2 of the Distributor Agreement, sections 1.4, 2.7, 2.10, 3.2, 4.2, 5.2, 5.3, 6, 7, 8, and 9 shall survive termination of the Distributor Agreement; and |
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4. |
Lifeboat's account with VMware will remain open until any remaining amount, past due or otherwise, is paid in full. |
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Sincerely, |
Cc: Lifeboat Legal