0001104659-05-047288 Sample Contracts

SALES ALLIANCE AGREEMENT
Sales Alliance Agreement • October 5th, 2005 • Intraware Inc • Services-business services, nec • Texas

This Sales Alliance Agreement, effective as of August 1, 2005, including all Exhibits (“Agreement”), is made by and between Software Spectrum, Inc., with offices at 3480 Lotus Drive, Plano, TX 75075 (“Software Spectrum”) and Intraware, Inc., with offices at 25 Orinda Way, Orinda, CA 94563 (“Intraware”).

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AMENDMENT TWO TO INTRAWARE, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 5th, 2005 • Intraware Inc • Services-business services, nec

This amendment (“Amendment Two”) amends the Change of Control Severance Agreement dated June 19, 2001 between Intraware, Inc. (the “Company”) and Peter Jackson (the “Employee”), and all prior amendments thereto (the “Agreement”). The parties hereby amend the Agreement, effective as of the latest date set forth by the signatures of the parties hereto below.

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