EXHIBIT 10.42
RENEWAL AND MODIFICATION AGREEMENT
This Renewal and Modification Agreement is effective as of the 8th day of
October, 1995 (the "Effective Date") is between TECH DATA CORPORATION, a
Florida corporation ("Tech Data") and GALACTICOMM, a Florida corporation
("Galacticomm")
RECITALS
A. Tech Data and Galacticomm entered into a Distribution Agreement, dated
October 8, 1992, (the "Original Agreement") pursuant to which Tech Data
acts as a distributor of Galacticomm's products.
B. Tech Data and Galacticomm desire to renew the Original Agreement and
modify certain terms in accordance with this Renewal and Modification
Agreement. The Original Agreement as renewed and modified by this Renewal
and Modification Agreement is hereinafter referred to as the "Agreement."
NOW THEREFORE, in consideration of mutual promises herein contained and other
good and valuable consideration, Tech Data and Galacticomm hereby agree as
follows:
1. MODIFICATION. The Original Agreement is hereby modified and amended as
stated in this section 1.
a. Section 3.1 and 3.2 of the Original Agreement is hereby revised in its
entirety to read as follows:
3. TERM OF THE AGREEMENT. The term of this Agreement shall commence on
October 8, 1992 and was renewed by a Renewal and Modification Agreement
dated to be effective as of the 8th day of October, 1995 and unless
terminated by either party as set forth in this Agreement, shall remain in
full force and effect for a term of one (1) year from Effective Date (as
defined in the Renewal and Modification Agreement), and will automatically
renew for successive one (1) year terms unless prior written notification
of termination is delivered by one of the parties to the other in
accordance with the notice provision of this Agreement.
b. Section 4.1 is hereby added and will read as follows:
ECCN/EXPORT. Galacticomm agrees to provide Tech Data, upon signing this
Agreement and at any time thereafter that Galacticomm modifies or adds
Products distributed or to be distributed by Tech Data, with the Export
Control Classification Number (ECCN) for each of Galacticomm's Products,
and information as to whether or not any of such Products are classified
under the U.S. Munitions List.
c. Section 12.1 is hereby revised in its entirety to read as follows:
12.1 (a) TERMINATION WITH OR WITHOUT CAUSE: Either party may terminate
this Agreement, without cause, upon giving the other party thirty (30)
days prior written notice. In the event that either party materially or
repeatedly defaults in the performance of any of its duties or obligations
set forth in this Agreement, and such default is not substantially cured
within thirty (30) days after written notice is given to the defaulting
party specifying the default, then the party not in default may, by giving
written notice thereof to the defaulting party, terminate this Agreement or
the applicable purchase order relating to such default as of the date
specified in such notice of termination.
(b) TERMINATION FOR INSOLVENCY OR BANKRUPTCY. Either party may
immediately terminate this Agreement and any purchase orders by giving
written notice to the other party in the event of (i) the liquidation or
insolvency of the other party, (ii) the appointment of a receiver or
similar officer for the other party, (iii) an assignment by the other party
for the benefit of all or substantially all of its creditors, (iv) entry by
the other party into an agreement for the composition, extension, or
readjustment of all or substantially all of its obligations, or (v) the
filing of a petition in bankruptcy by or against a party under any
bankruptcy or debtors' law for its relief or reorganization which is not
dismissed within ninety (90) days.
2. ENTIRE AGREEMENT. The Agreement, including any Exhibits and Schedules
attached hereto or thereto, constitute the entire agreement between Tech Data
and Galacticomm concerning the subject matter hereof and supersedes all prior
agreements between the parties, including, but not limited to the U.S. Software
Resource, Inc. Distribution Agreement dated October 8, 1992.
3. RATIFICATION. Except as modified by this Renewal and Modification Agreement,
the parties hereby ratify and confirm all terms and conditions of the Original
Agreement.
IN WITNESS WHEREOF, each party has signed this Renewal and Modification
Agreement on the day and year written above effective as of the Effective Date.
GALACTICOMM INC. TECH DATA CORPORATION
a Florida corporation a Florida corporation
By: /s/ XXXXX XXXXX By: /s/ XXXXX X. XXXXXXXX
----------------------------- ------------------------------
Printed Name Printed Name: XXXXX X. XXXXXXXX
Title: Vice President of Marketing Title: Senior Vice President, Marketing
Date: 10-6-95 Date: 10/18/95