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EXHIBIT 10.11
PARTICIPATION AGREEMENT
UNITED STATES
PROGRAM SERVICES AGREEMENT # 4900RL367
PARTICIPATION AGREEMENT # 4900RL1400
EFFECTIVE DATE OF THIS PARTICIPATION AGREEMENT: October 1, 2000
This Participation Agreement ("PA") adopts and incorporates by reference all of
the terms and conditions of the Program Services Agreement Number 4900RL1367
("Agreement") amongst IBM Corporation, Direct Alliance Corporation ("DAC"), and
Insight Enterprises, Inc. ("Parent").
The parties to this PA agree that all Program related activity in the United
States will be conducted in accordance with, and be subject to, the terms and
conditions of this PA.
AMENDMENTS: The following terms and conditions amend provisions of the Agreement
only as they apply to the Program activity in the United States.
1.0 CHOICE OF LAW AND FORUM; WAIVER OF JURY TRIAL; LIMITATION OF ACTION
This PA and the performance of transactions under this PA will be governed by
the laws of the State of New York. The United Nations Convention on Contracts
for the International Sale of Goods does not apply. The parties expressly waive
any right to a jury trial regarding disputes related to this PA. Any legal or
other action related to this Agreement must be commenced no later than two (2)
years from the date on which the cause of action arose.
2.0 SURVIVAL
In the event the Agreement is terminated, the terms and conditions of the
Agreement incorporated by reference herein shall survive such termination and
remain in effect for purposes of this PA only.
3.0 SELECTED PROGRAM SERVICES
In addition to all its responsibilities set forth in the Agreement, DAC will
perform all of the Program services and responsibilities described in Section
4.2, with the exception of Section 4.2.8.4, of Exhibit A to the Agreement. DAC
will include all costs, arising out of DAC's performance of its responsibilities
under this section, in a Requisition Form, as set forth in Section 1.17 of the
Agreement, for IBM's review and approval. DAC's performance under this section
is subject to all requirements set forth in the Agreement, including but not
limited to all Exhibits, and the document entitled "Program Business Rules and
Policies - United States", which is incorporated herein by reference.
IBM CORPORATION
BY: ________________________________________________
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Manager
Date of Signature:_____________________________________
DIRECT ALLIANCE CORPORATION
BY: ________________________________________________
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, President
Date of Signature:_____________________________________
Parent acknowledges and accepts its obligations under this Agreement by signing
below.
INSIGHT ENTERPRISES, INC.
BY: ________________________________________________
Mr. ▇▇▇ Crown, President and Co-Chief Executive Officer
Date of Signature:_____________________________________