Domestic Distribution Agreement

Exhibit 10.28

MACROMEDIA

Domestic Distribution Agreement

This Distribution Agreement (the “Agreement”) between Macromedia, Inc., a Delaware corporation with principal offices at 600 Townsend St., San Francisco, California 94103 (“Macromedia”) and Tech Data Product Management. Inc. (“Distributor”), a Florida corporation, with principal offices at 5350 Tech Data Drive, Clearwater, Florida 33760 shall be effective as of the date of execution by Macromedia (“Effective Date”).

In consideration of the representations, warranties, covenants and agreements set forth herein and intending to be mutually bound, the parties hereto agree as follows:

1. Definitions Capitalized terms shall have the meaning set forth in Exhibit A, attached hereto and incorporated herein by this reference.

2. Distribution Rights

2.1 During the term of this Agreement, Macromedia grants to Distributor the non-exclusive right and license to purchase and to distribute the Products, identified on Exhibit B, to Resellers located in the Territory.

2.2 Macromedia reserves the right at any time to discontinue the production or distribution of any of its Products, to modify the design of or upgrade its Products and to change its support, warranty, or other Product-related policies upon written notice to Distributor. Macromedia also reserves the right to add Products to or delete Products from Exhibit B, at any time, upon written notice to Distributor.

3. Price, Payment

3.1 Macromedia will charge Distributor the Purchase Price for the Products according to its Price List (see Exhibit B) in effect at the time of the order. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to Distributor, and shall provide thirty (30) days notice of any increase in Prices.

3.2 In the event Macromedia reduces the Purchase Price of any Product, Macromedia will credit to Distributor an amount equal to the product of (a) the difference between the new Purchase Price and the former Purchase Price for such Product, and (b) the number of units of such Product then in Distributor’s and its customers’ inventory plus (c) the number of units sold to Resellers Forty-Five (45) days prior to the reduction provided that (i) the Resellers are entitled to price protection, and (ii) Distributor can provide evidence, within Forty-Five (45) days of notification by Macromedia, that price production has been claimed by the Resellers for such units. In the event that Macromedia should raise the Purchase Price of any Product, Macromedia will honor each order made or mailed by Distributor before such price change becomes effective at the Purchase Price in effect when such order was made or mailed.

3.3 Payments on credit terms shall be made in accordance with Payment Terms, defined on Exhibit A. If Distributor does not qualify for credit terms, or upon prior agreement with Macromedia, Distributor shall prepay orders, after first contacting Macromedia to obtain the invoice total. Macromedia shall ship Products after receipt and clearing of full prepayment. Should Macromedia grant credit terms, Macromedia reserves the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments of undisputed obligations shall be deemed to be a material breach of the Agreement.

3.4 Any claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective Product returns, marketing activities, etc.), shall be brought to Macromedia’s attention, in writing, within ninety (90) days of the date of the event upon which the claim is based. Macromedia agrees to consider any claims brought thereafter on a case-by-case basis.

3.5 Macromedia’s prices do not include any foreign, federal, state, local sales, or use taxes, which Macromedia may be required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax or levy and indemnify Macromedia for any claim for such tax or levy demanded. Distributor covenants to Macromedia that all Products acquired hereunder will be for redistribution in the ordinary course of Distributor’s business, and Distributor agrees to provide Macromedia with appropriate resale certificate numbers and other documentation satisfactory for the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

4. Return of Discontinued Products; Stock Rotation

4.1 Discontinued Products Following the procedure set forth in Section 4.4 and on a dollar-for-dollar reorder basis, Distributor may return any and all discontinued Products in its inventory and discontinued Products returned to it by its Resellers, providing it does so within ninety (90) days of the release by Macromedia of the superseding Product or Macromedia’s notice of discontinuance of the Product, as applicable. If return levels of inventory are higher than 4 weeks of current run rate which means the average weekly sales by product over the past for consecutive weeks (“Run Rate”), Macromedia will work in good faith with Tech Data to take back product without having to place an offsetting PO.

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4.2 Stock Rotation Following the procedure set forth in Section 4.4 and on a dollar-for-dollar reorder basis Distributor may rotate its stock by returning up to ten percent (10%), in dollar value, of the previous calendar quarter’s purchases of Products, net of returns. If Distributor’s inventory levels exceed a 4 week current Run Rate, Macromedia will work in good faith with Tech Data to take back product.

4.3 Defective Products . Following the procedure set forth in Section 4.4 and on a dollar for dollar basis, Distributor shall return any opened units of Product returned by Resellers or End Users which is defective. Defective Product is defined as a product which (a) is considered defective in accordance with the terms of the Macromedia warranty set forth in the End User License accompanying the Product (b) has had the shrink wrap or other packaging seal broken before sale to the End User (c) is missing any components of the original package or the components of the original packaging are damaged or modified and/or (d) is in a box that has become damaged and is not otherwise fit for resale. Distributor shall place an offsetting order for any returns under this section. Distributor shall not knowingly distribute any defective products.

4.4 RMA . Distributor shall request a Return Merchandise Authorization (“RMA”) number, offering a purchase order equal to or greater in value to the aggregate Purchase Price of the Products to be returned. Upon receipt of the purchase order, Macromedia shall issue an RMA number, which must accompany the return shipment, To be eligible for return, such Products must be new, unused and in their original, sealed packaging. Returns under Section 4.2 shall be at Distributor’s expense. Returns under Section 4.3 shall be at Macromedia’s expense. However, no return will be accepted by Macromedia if, at the time of the requested return, Distributor is in material default or material breach of any provision of this Agreement, including without limitation failure to comply with any applicable credit terms or delinquency in any payment to Macromedia.

5. Orders and Shipping

5.1 Upon receipt of an order by Distributor, Macromedia shall use reasonable efforts to deliver such order to Distributor within ten (10) days of the date of such order. Orders shall be shipped F.O.B. Macromedia’s continental United States warehouse location(s). Macromedia shall ship orders in accordance with Tech Data’s published routing guides, Macromedia requests that orders be placed at least two 2 weeks in advance of the requested date for shipment but in no event shall any order be placed more than ninety (90) days in advance of the requested ship date. All risk of loss or damage to the Products will pass to Distributor upon delivery by Macromedia to the carrier, freight forwarder, or Distributor, whichever occurs first. Macromedia shall ship orders to Distributor at least as promptly as Macromedia ships any other orders received at or about the same time. Should orders for Products exceed Macromedia’s available inventory, Macromedia may allocate its available inventory and make deliveries on a basis Macromedia deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation. In any event, Macromedia will not be liable for any damages, direct, consequential, special or otherwise, to Distributor or to any other person for failure to deliver or for any delay or error in delivery of Products. Macromedia shall provide to Distributor, at no charge, a hard copy Proof of Delivery for any drop shipment and all shipments when reasonably requested by Distributor. Macromedia shall also provide packing slips when requested. The POD shall be faxed to Distributor within ten (10) business days of the initial request. If the POD is not received within the specified time, the invoice will be considered disputed and no payment shall be made to Macromedia on that invoice until Distributor receives the POD.

5.2 Distributor shall be required to purchase a quarterly minimum in the amounts set forth in Exhibit B. All orders for Products shall be subject to the minimum order quantity set forth in Exhibit B, and Distributor will maintain inventory equal in value to the average of the preceding four week’s sale of Product, or as may otherwise be jointly agreed between Macromedia and Distributor.

5.3 Macromedia reserves the right to cancel any orders placed by Distributor and accepted by Macromedia or to refuse or delay shipment thereof, upon prior written notice, if Distributor (i) fails to make any payment of undisputed obligations as provided in this Agreement or under the terms of payment set forth in any invoice or otherwise agreed to by Macromedia and Distributor, (ii) fails to meet reasonable credit or financial requirements established by Macromedia, including any limitations on allowable credit, or (iii) otherwise fails to comply with the terms and conditions of this Agreement. No such cancellation, refusal or delay will be deemed a termination (unless Macromedia so advises Distributor) or breach of this Agreement by Macromedia.

6 . Advertising and Promotion

6.1 Distributor shall be entitled to participate in Macromedia’s Marketing Development Fund (“MDF”) Program in accordance with the terms and conditions set forth in Exhibit C attached hereto and made a part hereof. Macromedia shall be entitled to either cancel or change the terms and conditions of the MDF Program on thirty (30) days written notice.

6.2 Macromedia agrees to provide reasonable training and sales collateral materials as Distributor may request, and to provide sales training for Distributor’s staff, at times to be mutually agreed upon. In addition, Macromedia agrees to provide reasonable number of units of Product for in-house training, resources library and technical support use. These units, as well as any Not For Resale (“NFR”) units Distributor may purchase (with the exception of special, promotional “NFR” units), may not be distributed or resold. Distribution of such Products in violation of the terms of this Section will constitute a material breach of this Agreement.

6.3 Pass through Marketing Activities. Distributor shall not be financially responsible for any pass through advertising and/or marketing activities to which Macromedia

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has committed to Distributor’s Customers. Macromedia shall notify Distributor’s Product Marketing division of any such activities at least 30 days prior to the promotion or activity date. Macromedia’s notification should include the following information: the date of the activity, the type of event (i.e. end cap, preprint, etc), the Product titles involved, the specifics of the deal, and the cost of the activity. Distributor shall be entitled to deduct the full amount due for such activities from the next monies owed to Macromedia. If the amount owed by Macromedia to Distributor exceeds any balances owed by Distributor to Macromedia, then Macromedia shall, upon Distributor’s request, issue a check payable to Distributor within ten (10) business days of Distributor’s request.

6.4 Core Communication Program. Following the procedures set forth in section 6.1 and Exhibit C, Macromedia will agree to participate in the Core Communication Program as long as the cost of the program does not exceed the total MDF accrued for one quarter.

7. Reports Distributor will provide Macromedia, within three (3) business days after the end of each week, and month, a written report and computer media data files (in a format, style and manner approved by Macromedia) showing, for such week, and month (i) Distributor’s shipments of each the Products with the ship-to address, Reseller or VAR name, and the quantity and type of Product sold, and (ii) Distributor’s current inventory level for each of the Products.

8. Notice Any notices, requests and demands hereunder to be given by either party to the other shall be in writing and sent by certified mail to each party’s address as set forth above and sent to the attention of the Senior Buyer or Product Manager as applicable if sent to Distributor, and to the attention of the Account Manager - Distributor Sales, if sent to Macromedia, with a courtesy copy to the General Counsel of Macromedia.

9. Warranties and Disclaimers.

9.1 Warranty to Distributor . Macromedia hereby warrants that Macromedia has all right, title, and ownership interest necessary to sell the Products to Distributor pursuant to this Agreement, the Products are new and shall be free and clear of all liens and encumbrances.

9.2 Macromedia and Distributor shall comply with any and all applicable United States codes, laws and regulations.

9.3 Product Warranty . Macromedia provides a limited warranty to end users of the Products in the End User License Agreement which is incorporated into the Products. Distributor will make no other warranty on Macromedia’s behalf.

9.4 Disclaimer . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MACROMEDIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. MACROMEDIA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification

10.1 Indemnification of Distributor .

Macromedia agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, and if Distributor cooperates and provides reasonable assistance at Macromedia’s expense, Macromedia will defend Distributor against any claim based on an allegation that (i) a Product supplied hereunder infringes a US copyright, US trademark, US Patent or state trade secret right, (ii) a Product supplied hereunder caused the death of or a personal injury to, any person, (iii) Macromedia violated any United States law, statute or ordinance or any United States governmental or administrative order, rule or regulation with regard to the Product or its manufacture, possession, use or sale or (iv) arises from Macromedia’s acts or omissions to the extent that Macromedia was found liable by a court of competent jurisdiction. Macromedia will pay any resulting costs, damages and attorneys’ fees finally awarded by a court with respect to any such claims. Distributor agrees that, if the Products in the inventory of Distributor, or the operation thereof, become, or in Macromedia’s opinion are likely to become, the subject of such a claim, Distributor will permit Macromedia, at Macromedia’s option and expense, to, among other things, procure the right for Distributor to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that Macromedia in its sole discretion deems reasonable, Distributor will return such Products on written request from Macromedia. Macromedia will grant Distributor a credit equal to the price paid by Distributor for such returned Products, as adjusted for discounts, returns and credits actually given, provided that such returned Products are in an undamaged condition. Macromedia will have no obligation to Distributor with respect to infringement of patents, copyrights, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 10.1

10. 2 Limitation

Notwithstanding Section 10.1 Macromedia will not be liable to Distributor for any claim arising from or based upon any alteration or modification of the Products by Distributor or any third party under the control or direction of Distributor.

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10.3 Indemnification of Macromedia

Distributor agrees to indemnify and hold harmless Macromedia, its affiliates, employees and agents, against any and all claims and liabilities (including reasonable attorney’s fees and costs of litigation) arising from Distributor’s acts, omissions or misrepresentations, regardless of the form of action.

11. Term and Termination

11.1 This Agreement shall become effective as of the Effective Date and shall continue in force until terminated by either party, as set forth in Sections 11.2 and 11.3, below.

11.2 Either party hereto may terminate this Agreement upon thirty (30) days written notice to the other (a) following any material br