8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

(Date of earliest event reported): July 19, 2007

Double-Take Software, Inc.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-33184	20-0230046
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

257 TURNPIKE ROAD, SUITE 210 SOUTHBOROUGH, MASSACHUSETTS	01772	877-335-5674
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 8 — Other Events

Item 8.01 Other Events

Attached as Exhibit 10.31A is an addendum to the Products License and Distribution Agreement, dated as of November 16, 2001, as amended by and between Double-Take Software, Inc. and Dell Products L.P.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
10.31A	Amendment to the Products License and Distribution Agreement, effective as of June 13, 2007, between the Company and Dell Computer Corporation (Confidential treatment was requested for certain portions of this document. The confidential portion was filed separately with the Securities and Exchange Commission.)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Double-Take Software, Inc.
Date: July 19, 2007	By:	/s/ S. CRAIG HUKE
		S. Craig Huke
		Vice President and Chief Financial Officer

1

EX-10.31A

Exhibit 10.31A

Rebate addendum to the

Product License and Distribution Agreement

Between

DoubleTake, Inc. (“Provider”)

and

Dell Product, L.P. (“Dell”)

Dated November 16, 2001

This Addendum (the “Addendum”) entered into on June 13, 2007 (“Effective Date”) between Provider and Dell supplements and amends the terms of the Product License and Distribution Agreement between Provider and Dell dated the 16^th day of November, 2001 (the “Agreement”). Except as specifically set forth in this Addendum, all terms and conditions of the Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between this Addendum and the Agreement, this Addendum shall govern and control solely with respect to the subject matter hereof.

Provider and Dell agree:

(1) Defined terms in this Addendum are:

“Rebate Period” means each 12 month period beginning on the Effective Date above and continuing for 3 years.

“Dell Fiscal Year” means the 12 months period between February of one year and January of the following year.

* 

“Rebate” means an amount to be paid by Provider to Dell as provided under this Addendum.

“Products” means all Provider and Affiliate products, services, maintenance and renewals sold in each Worldwide region through the Dell S&P.

“Worldwide” means Dell Americas (US — Latin America — Canada) and Asia Pacific, Japan. EMEA regions will be excluded from this agreement until Dell Q2, FY09. EMEA will be included in the definition of Worldwide beginning in Dell Q2, FY09. New Zealand and Australia will be excluded from this agreement until Dell Q2, FY09. New Zealand and Australia will be included in the definition of Worldwide beginning in Dell Q2, FY09.

“* Sales” means the total dollar amount invoiced by Provider or an Affiliate either directly to Dell or to an authorized distributor for the sale of all Products sold in each Worldwide region through Dell S&P during a *. In the event that Provider acquires an Affiliate during the Rebate Period, the total dollar amount invoiced by Affiliate after the date of acquisition will be included in the calculation of *.

“* Rebate” means an amount to be paid by Provider to Dell as provided under this Addendum. Quarterly Rebate will start from dollar one and apply to all Products sold in each Worldwide region through Dell S&P.

“* Report” means a report that includes * Sales in each Worldwide region and the corresponding * Rebate.

“Affiliate” means companies which are under the control of a party, such control being exercised through the ownership or control, directly or indirectly, of more than fifty percent (50%) of all of the voting power of the shares entitled to vote for the election of directors or other governing authority under the Agreement.

* The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.

* 

(2) * Rebate Percentage

* Rebates will be calculated in each Worldwide region as the Quarterly Sales for that region in a * multiplied by the applicable Rebate Percentage below:

* 

(3) * Reporting and Payment

Provider shall submit the * Report which includes a calculation of * Rebate to be paid to each Worldwide region on such * Sales within thirty (30) days of the end of each * of a Rebate Period. This report shall be emailed to the contact list in Attachment 1: Contact list and Payment Methods.

Provider shall pay the * Rebate directly to each Worldwide region within * days of the end of each *. Dell shall not be obligated to reimburse or pay any rebate amounts previously paid to Dell by Provider. * Rebate shall be sent to each Worldwide Region as described in Attachment 1: Contact list and Payment Methods.

(4) Renewal

The provisions of this Addendum shall automatically renew for successive one year terms unless either party notifies the other in writing of non-renewal at least ninety (90) days prior to the beginning of a new 12 month term.

(5) Offset of Rebate Amounts

Dell may not offset or reduce any amounts owed to Provider in anticipation of a future rebate payment under this Addendum.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Addendum duly authorized by all necessary and appropriate corporate action to execute this Addendum.

		Dell Product, L.P.
By:	/s/ Craig Huke	By:	/s/ Scott Crawley
Name:	Craig Huke	Name:	Scott Crawley
Title:	Chief Financial Officer	Title:	Director
Date:	06/15/07	Date:	06/26/07

* The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.