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Exhibit 10.42  


 
 

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT    
  


        This Indemnification Agreement ("Agreement") is entered into as
of                        , 200            , by and between QRS
Corporation, a Delaware corporation
(the "Company") and                        ("Indemnitee"). 


RECITALS  


        A.    The
Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the
significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. 



        B.    The
Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and
fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. 


        C.    Indemnitee
does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors, officers, employees, agents
and fiduciaries of the Company may not be willing to continue to serve in such capacities without additional protection. 



        D.    The
Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and, in order to induce Indemnitee
[to continue] to provide services to the Company, wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law. 


        E.    In
view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. 



        NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows: 


        1.    Indemnification.    



        (a)    Indemnification of Expenses.    The Company shall indemnify Indemnitee to the fullest extent permitted by law
if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any Proceeding, against any and all
Expenses (as defined in Section 10(c)), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Subject to Section 1(b),
such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than thirty (30) days after written demand by Indemnitee therefor is presented to the
Company. 


        (b)    Reviewing Party.    Notwithstanding anything to the contrary in Section 1(a) and 2(a): 



        (i)    the
indemnification obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(g)
hereof) shall not have determined that Indemnitee would not be permitted to be indemnified under applicable law; and 


        (ii)  the
obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall be subject to the
condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid by Company to Indemnitee; provided, however, that if Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted 







 






to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). 





        Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as
defined in Section 10(a) hereof) or a Change of Control which has been approved by a majority of the directors of the Company who were directors immediately prior to the Change of Control (the
"Incumbent Directors"), the Reviewing Party shall be selected by the Board of Directors of the Company, and if there has been a Change in Control which has not been approved by a majority of the
Incumbent Directors, the Reviewing Party shall be the Independent Legal Counsel. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee would
not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 



        (c)    Contribution.    If the indemnification obligations of the Company under Section 1(a) shall be held by a
court of competent jurisdiction for any reason to be unavailable to Indemnitee in respect of any Expense, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the
amount paid or payable by Indemnitee as a result of such Expense (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such Expense, as well as any other relevant equitable
considerations. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. 


        (d)    Mandatory Payment of Expenses.    Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Proceeding or in the defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith. 




        2.    Expenses; Indemnification Procedure.    



        (a)    Advancement of Expenses.    Subject to the terms and conditions of Section 1(b) above and to the extent
not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of 1934, as amended), the Company shall advance all Expenses incurred by
Indemnitee. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as
practicable but in any event no later than thirty (30) days after written demand by Indemnitee therefor to the Company. 



        (b)    Notice/Cooperation by Indemnitee.    Indemnitee shall, as a condition precedent to Indemnitee's right to be
indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement. In addition,
Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. 



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        (c)    No Presumptions; Burden of Proof    



        (i)    For
purposes of this Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee's claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any particular belief. 


        (ii)  In
connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be
on the Company to establish that Indemnitee is not so entitled. 




        (d)    Notice to Insurers.    If, at the time of the receipt by the Company of a notice of a Proceeding pursuant to
Section 2(b) hereof, the Company has liability insurance in effect which may cover such Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. 



        (e)    Selection of Counsel.    In the event the Company shall be obligated hereunder to pay the Expenses of a
Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to
Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided that, (i) Indemnitee shall have the right to
employ Indemnitee's counsel in any such Proceeding at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company,
(B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall have the right to conduct such
defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably
withheld. 




        3.    Additional Indemnification Rights; Nonexclusivity.    



        (a)    Scope.    The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in
any applicable law, statute or rule which narrows the right of a 



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Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be
applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. 



        (b)    Nonexclusivity.    The indemnification and advancement of Expenses provided by this Agreement shall be in
addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise. 




        4.    No Duplication of Payments.    The Company shall not be liable under this Agreement to make any payment in
connection with any Proceeding against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the
amounts otherwise indemnifiable hereunder. 


        5.    Partial Indemnification.    If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of Expenses incurred in connection with any
Proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled. 



        6.    Mutual Acknowledgement.    Both the Company and Indemnitee acknowledge that in certain instances, Federal law or
applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges
that the Company has undertaken and may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances
for a determination of the Company's right under public policy to indemnify Indemnitee. 


        7.    Maintenance of Liability Insurance    



        (a)  The
Company hereby covenants and agrees that, as long as Indemnitee continues to serve as a [director/officer] of the Company and thereafter as
long as Indemnitee may be subject to any Proceeding, the Company, subject to subsection (c) below, shall maintain in full force and effect Directors' and Officers' liability insurance ("D&O
Insurance") in reasonable amounts from established and reputable insurers. 



        (b)  In
all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's Directors and Officers. 


        (c)  Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Board of Directors of the Company determines in good faith
that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by
exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 




        8.    Exceptions.    Notwithstanding anything to the contrary herein other than Section 1(d), the Company shall
not be obligated pursuant to the terms of this Agreement: 



        (a)    Claims Excluded Under Section 145 of the Delaware General Corporation Law.    To indemnify Indemnitee
with respect to any Proceeding if (i) Indemnitee did not act in good faith or in a manner reasonably believed by such Indemnitee to be in, or not opposed to, the best interests of the Company
with respect to such Proceeding, (ii) with respect to any Proceeding that is a criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful,
(iii) Indemnitee shall have been adjudged to be liable to the Company with respect 



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to such Proceeding, except to the extent the Delaware Court of Chancery or the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware
General Corporation Law or (iv) otherwise prohibited by applicable law; 



        (b)    Proceedings Initiated by Indemnitee.    To indemnify or advance Expenses to Indemnitee with respect to
Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to any Proceeding (x) brought to establish or enforce a right to
indemnification or advancement of Expenses under this Agreement, or any other agreement, or insurance policy, or Certificate of Incorporation or Bylaws, now or hereafter in effect relating to any
Proceeding, or (y) specifically authorized by the Board of Directors, or (ii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of
whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; 


        (c)    Claims Under Section 16(b).    To indemnify Indemnitee for Expenses, judgments, fines or penalties
sustained in any proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute; or 



        (d)    Lack of Good Faith.    To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any
proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding
was not made in good faith or was frivolous. 




        9.    Period of Limitations.    No legal action shall be brought and no cause of action shall be asserted by or in the
right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of three (3) years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such
three-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. 


        10.    Construction of Certain Phrases.    



        (a)  For
purposes of this Agreement a "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes
the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the "beneficial owner" (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company's then outstanding Voting Securities, (ii) during any
period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or
nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding 



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immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power
represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets. 


        (b)  For
purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees,
agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the
same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate
existence had continued. 


        (c)  For
purposes of this Agreement, "Expense" shall include any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, a Proceeding), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of a Proceeding, and any federal, state, local or
foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. 


        (d)  For
purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys who shall not have otherwise performed services for the Company
or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
Independent Legal Counsel shall be selected as follows: (i) by a majority of the Disinterested Directors if there has not been a
Change of Control or there has been a Change of Control which has been approved by a majority of the Incumbent Directors; or (ii) by Indemnitee, subject to the approval by a majority of the
Disinterested Directors (which shall not be unreasonably withheld), if there has been a Change of Control which has not been approved by a majority of the Incumbent Directors. The Company agrees to
pay the reasonable fees of the Independent Legal Counsel, regardless of which party selects the Independent Legal Counsel. 


        (e)  For
purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries. 


        (f)    For
purposes of this Agreement, "Proceeding" shall mean any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any
hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether brought
by or in the right of the Company or otherwise, and whether civil, criminal, administrative, investigative or 



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other, in which Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant by reason of (or arising in part
out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving
at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction
on the part of Indemnitee while serving in such capacity. 


        (g)  For
purposes of this Agreement, a "Reviewing Party" shall mean (i) the Board of Directors acting by a majority vote of the directors who are not and were not
parties to the Proceeding in respect of which indemnification is being sought (the "Disinterested Directors"), (ii) a committee of some or all of the Disinterested Directors designated by a
majority vote of the Disinterested Directors, or (iii) Independent Legal Counsel. 


        (h)  For
purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors. 




        11.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall constitute an
original. 


        12.    Binding Effect; Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This
Agreement shall continue in effect with respect to any Proceeding regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any
other enterprise at the Company's request. 


        13.    Attorneys' Fees.    In the event that any action is instituted by Indemnitee under this Agreement or under any
liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all expenses incurred by Indemnitee with
respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of such expenses with respect to such action, unless, as a
part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was
frivolous. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be
paid all expenses incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be
entitled to the advancement of such expenses with respect to such action, unless, as a part of such action, a court having jurisdiction over such action determines that each of Indemnitee's material
defenses to such action was not made in good faith or was frivolous. 



        14.    Notice.    All notices and other communications required or permitted hereunder shall be in writing, shall be
effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first
class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight
prepaid, or (d) one day after the business day of delivery by facsimile transmission, if delivered by facsimile transmission, with copy 


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by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at Indemnitee's address as set forth beneath Indemnitee's signature to this Agreement and if to the Company at the
address of its principal corporate offices (attention: Secretary) or at such other address as a party may designate by ten days' advance written notice to the other party hereto. 


        15.    Severability.    The provisions of this Agreement shall be severable in the event that any of the provisions
hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. 


        16.    Choice of Law.    This Agreement shall be governed by and its provisions construed and enforced in accordance
with the laws of the State of Delaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of Delaware, without regard to the conflict of
laws principles thereof. 


        17.    Subrogation.    In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights. 


        18.    Amendment and Termination.    No amendment, modification, termination or cancellation of this Agreement shall
be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver. 


        19.    Integration and Entire Agreement.    This Agreement sets forth the entire understanding between the parties
hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto. 


        20.    No Construction as Employment Agreement.    Nothing contained in this Agreement shall be construed as giving
Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries. 


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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	 	 	QRS CORPORATION
	

 	
 	

 	
 	

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Address of Principal Corporate Office:
	

 	
 	

 	
 	


	

 	
 	

 	
 	


	

AGREED TO AND ACCEPTED BY:	
 	

 
	

Signature:	
 	

	
 	

 
	

Name:	
 	

	
 	

 
	

Address:	
 	

	
 	

 




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FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT