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                                                                   Exhibit 10.40

                            INDEMNIFICATION AGREEMENT

         This Agreement made and entered into this ____ day of March 2000,
("Agreement"), by and between Moldflow Corporation, a Delaware corporation (the
"Company," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled directly or indirectly by the Company) and
____________ ("Indemnitee"):

         WHEREAS, it is essential to the Company that it be able to retain and
attract as directors the most capable persons available;

         WHEREAS, increased corporate litigation has subjected directors to
litigation risks and expenses, and the limitations on the availability of
directors and officers liability insurance have made it increasingly difficult
for the Company to attract and retain such persons;

         WHEREAS, the Company's Certificate of Incorporation, as amended from
time to time, and By-laws, as amended from time to time, require it to indemnify
its directors to the fullest extent permitted by law and permit it to make other
indemnification arrangements and agreements;

         WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of any such Certificate of Incorporation or By-laws or any
change in the ownership of the Company or the composition of its Board of
Directors);

         WHEREAS, the Company intends that this Agreement provide Indemnitee
with greater protection than that which is provided by the Company's Certificate
of Incorporation or By-laws; and

         WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in continuing as a director of the Company:

         NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


         1.       DEFINITIONS.

                           (a). "Corporate Status" describes the status of a
                  person who is serving or has served (i) as a director of the
                  Company, (ii) in any capacity with respect to any employee
                  benefit plan of the Company, or (iii) as a director, partner,
                  trustee, officer, employee, or agent of any other Entity at
                  the request of the Company. For purposes of subsection (iii)
                  of this Section 1(a), if Indemnitee is serving or has served
                  as a director, partner, trustee, officer, employee or agent of
                  a


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                  Subsidiary, Indemnitee shall be deemed to be serving at the
                  request of the Company. [It is a good idea to put an agency
                  agreement in writing so that there will be no question
                  whether or not such person was acting as agent at the request
                  of the Company]

                           (b) "Entity" shall mean any corporation,
                  partnership, limited liability company, joint venture, trust,
                  foundation, association, organization or other legal entity.

                           (c) "Expenses" shall mean all fees, costs and
                  expenses incurred by Indemnitee in connection with any
                  Proceeding (as defined below), including, without limitation,
                  attorneys" fees, disbursements and retainers (including,
                  without limitation, any such fees, disbursements and retainers
                  incurred by Indemnitee pursuant to Sections 10 and 11(c) of
                  this Agreement), fees and disbursements of expert witnesses,
                  private investigators and professional advisors (including,
                  without limitation, accountants and investment bankers), court
                  costs, transcript costs, fees of experts, travel expenses,
                  duplicating, printing and binding costs, telephone and fax
                  transmission charges, postage, delivery services, secretarial
                  services, and other disbursements and expenses.

                           (d) "Indemnifiable Expenses," "Indemnifiable
                  Liabilities" and "Indemnifiable Amounts" shall have the
                  meanings ascribed to those terms in Section 3(a) below.

                           (e) "Liabilities" shall mean judgments, damages,
                  liabilities, losses, penalties, excise taxes, fines and
                  amounts paid in settlement.

                           (f) "Proceeding" shall mean any threatened, pending
                  or completed claim, action, suit, arbitration, alternate
                  dispute resolution process, investigation, administrative
                  hearing, appeal, or any other proceeding, whether civil,
                  criminal, administrative, arbitrative or investigative,
                  whether formal or informal, including a proceeding initiated
                  by Indemnitee pursuant to Section 10 of this Agreement to
                  enforce Indemnitee's rights hereunder.

                           (g) "Subsidiary" shall mean any corporation,
                  partnership, limited liability company, joint venture, trust
                  or other Entity of which the Company owns (either directly or
                  through or together with another Subsidiary of the Company)
                  either (i) a general partner, managing member or other similar
                  interest or (ii) (A) 50% or more of the voting power of the
                  voting capital equity interests of such corporation,
                  partnership, limited liability company, joint venture or other
                  Entity, or (B) 50% or more of the outstanding voting capital
                  stock or other voting equity interests of such corporation,
                  partnership, limited liability company, joint venture or other
                  Entity.

         2. SERVICES OF INDEMNITEE. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as a
director of the Company. However, this Agreement shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee's service to the Company
beyond any period otherwise required by law or by other agreements or
commitments of the parties, if any.


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         3. AGREEMENT TO INDEMNIFY. The Company agrees to indemnify Indemnitee
as follows:

                           (a) Subject to the exceptions contained in Section
                  4(a) below, if Indemnitee was or is a party or is threatened
                  to be made a party to any Proceeding (other than an action by
                  or in the right of the Company) by reason of Indemnitee's
                  Corporate Status, Indemnitee shall be indemnified by the
                  Company against all Expenses and Liabilities incurred or paid
                  by Indemnitee in connection with such Proceeding (referred to
                  herein as "Indemnifiable Expenses" and "Indemnifiable
                  Liabilities," respectively, and collectively as "Indemnifiable
                  Amounts").

                           (b) Subject to the exceptions contained in Section
                  4(b) below, if Indemnitee was or is a party or is threatened
                  to be made a party to any Proceeding by or in the right of the
                  Company to procure a judgment in its favor by reason of
                  Indemnitee's Corporate Status, Indemnitee shall be indemnified
                  by the Company against all Indemnifiable Expenses.

         4. EXCEPTIONS TO INDEMNIFICATION. Indemnitee shall be entitled to
indemnification under Sections 3(a) and 3(b) above in all circumstances other
than the following:

                           (a) If indemnification is requested under Section
                  3(a) and it has been adjudicated finally by a court of
                  competent jurisdiction that, in connection with the subject of
                  the Proceeding out of which the claim for indemnification has
                  arisen, Indemnitee failed to act (i) in good faith and (ii) in
                  a manner Indemnitee reasonably believed to be in or not
                  opposed to the best interests of the Company, or, with respect
                  to any criminal action or proceeding, Indemnitee had
                  reasonable cause to believe that Indemnitee's conduct was
                  unlawful, Indemnitee shall not be entitled to payment of
                  Indemnifiable Amounts hereunder.

                           (b) If indemnification is requested under Section
                  3(b) and

                                            (i) it has been adjudicated finally
                                    by a court of competent jurisdiction that,
                                    in connection with the subject of the
                                    Proceeding out of which the claim for
                                    indemnification has arisen, Indemnitee
                                    failed to act (A) in good faith and (B) in a
                                    manner Indemnitee reasonably believed to be
                                    in or not opposed to the best interests of
                                    the Company, Indemnitee shall not be
                                    entitled to payment of Indemnifiable
                                    Expenses hereunder; or

                                            (ii) it has been adjudicated finally
                                    by a court of competent jurisdiction that
                                    Indemnitee is liable to the Company with
                                    respect to any claim, issue or matter
                                    involved in the Proceeding out of which the
                                    claim for indemnification has arisen,
                                    including, without limitation, a claim that
                                    Indemnitee received an improper personal
                                    benefit, no Indemnifiable Expenses shall be
                                    paid with respect to such claim, issue or
                                    matter unless the Court of Chancery or
                                    another court in which such Proceeding was
                                    brought shall determine upon application
                                    that, despite the adjudication of liability,
                                    but in view of all the circumstances of the
                                    case, Indemnitee is fairly and


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                                    reasonably entitled to indemnity for such
                                    Indemnifiable Expenses which such court
                                    shall deem proper.

         5. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts for
which Indemnitee seeks payment under Section 3 of this Agreement and the basis
for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee
within sixty (60) calendar days of receipt of the request. At the request of the
Company, Indemnitee shall furnish such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee is
entitled to indemnification hereunder.

         6. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Agreement, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

         7. EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or termination
of any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create an adverse presumption
that Indemnitee is not entitled to indemnification hereunder. In addition, the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal action or proceeding, had reasonable cause to
believe that Indemnitee's action was unlawful.

         8. AGREEMENT TO ADVANCE EXPENSES; UNDERTAKING. The Company shall
advance all Expenses incurred by or on behalf Indemnitee in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in which
Indemnitee is involved by reason of such Indemnitee's Corporate Status within
thirty (30) days after the receipt by the Company of a written statement from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. To the extent required by
Delaware law, Indemnitee hereby undertakes to repay the amount of Indemnifiable
Expenses paid to Indemnitee if it is finally determined by a court of competent
jurisdiction that Indemnitee is not entitled under this Agreement to
indemnification with respect to such Expenses. This undertaking is an unlimited
general obligation of Indemnitee.

         9. PROCEDURE FOR ADVANCE PAYMENT OF EXPENSES. Indemnitee shall submit
to the Company a written request specifying the Indemnifiable Expenses for which
Indemnitee seeks an advancement under Section 8 of this Agreement, together with
documentation evidencing that


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Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable
Expenses under Section 8 shall be made no later than thirty (30) calendar days
after the Company's receipt of such request.

         10.      REMEDIES OF INDEMNITEE.

                           (a) RIGHT TO PETITION COURT. In the event that
                  Indemnitee makes a request for payment of Indemnifiable
                  Amounts under Sections 3 and 5 above or a request for an
                  advancement of Indemnifiable Expenses under Sections 8 and 9
                  above and the Company fails to make such payment or
                  advancement in a timely manner pursuant to the terms of this
                  Agreement, Indemnitee may petition the Court of Chancery to
                  enforce the Company's obligations under this Agreement.

                           (b) BURDEN OF PROOF. In any judicial proceeding
                  brought under Section 10(a) above, the Company shall have the
                  burden of proving that Indemnitee is not entitled to payment
                  of Indemnifiable Amounts hereunder.

                           (c) EXPENSES. If Indemnitee is successful in whole or
                  in part in connection with any action brought by Indemnitee
                  under Section 10(a) above, the Company agrees to reimburse
                  Indemnitee in full for any Expenses incurred by Indemnitee in
                  connection with investigating, preparing for, litigating,
                  defending or settling any such action, or in connection with
                  any claim or counterclaim brought by the Company in connection
                  therewith.

                           (d) VALIDITY OF AGREEMENT. The Company shall be
                  precluded from asserting in any Proceeding, including, without
                  limitation, an action under Section 10(a) above, that the
                  provisions of this Agreement are not valid, binding and
                  enforceable or that there is insufficient consideration for
                  this Agreement and shall stipulate in court that the Company
                  is bound by all the provisions of this Agreement.

                           (e) FAILURE TO ACT NOT A DEFENSE. The failure of the
                  Company (including its Board of Directors or any committee
                  thereof, independent legal counsel, or stockholders) to make a
                  determination concerning the permissibility of the payment of
                  Indemnifiable Amounts or the advancement of Indemnifiable
                  Expenses under this Agreement shall not be a defense in any
                  action brought under Section 10(a) above, and shall not create
                  a presumption that such payment or advancement is not
                  permissible.

         11.      DEFENSE OF THE UNDERLYING PROCEEDING.

                           (a) NOTICE BY INDEMNITEE. Indemnitee agrees to notify
                  the Company promptly upon being served with any summons,
                  citation, subpoena, complaint, indictment, information, or
                  other document relating to any Proceeding which may result in
                  the payment of Indemnifiable Amounts or the advancement of
                  Indemnifiable Expenses hereunder; provided, however, that the
                  failure to give any such notice shall not disqualify
                  Indemnitee from the right to receive payments of Indemnifiable
                  Amounts or advancements of Indemnifiable Expenses unless the


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                  Company's ability to defend in such Proceeding is materially
                  and adversely prejudiced thereby.

                           (b) DEFENSE BY COMPANY. Subject to the provisions of
                  the last sentence of this Section 11(b) and of Section 11(c)
                  below, the Company shall have the right to defend Indemnitee
                  in any Proceeding which may give rise to the payment of
                  Indemnifiable Amounts hereunder; provided, however that the
                  Company shall notify Indemnitee of any such decision to defend
                  within ten (10) days of receipt of notice of any such
                  Proceeding under Section 11(a) above. The Company shall not,
                  without the prior written consent of Indemnitee, consent to
                  the entry of any judgment against Indemnitee or enter into any
                  settlement or compromise which (i) includes an admission of
                  fault of Indemnitee or (ii) does not include, as an
                  unconditional term thereof, the full release of Indemnitee
                  from all liability in respect of such Proceeding, which
                  release shall be in form and substance reasonably satisfactory
                  to Indemnitee. This Section 11(b) shall not apply to a
                  Proceeding brought by Indemnitee under Section 10(a) above or
                  pursuant to Section 19 below.

                           (c) INDEMNITEE'S RIGHT TO COUNSEL. Notwithstanding
                  the provisions of Section 11(b) above, if in a Proceeding to
                  which Indemnitee is a party by reason of Indemnitee's
                  Corporate Status, Indemnitee reasonably concludes that it may
                  have separate defenses or counterclaims to assert with respect
                  to any issue which may not be consistent with the position of
                  other defendants in such Proceeding, or if the Company fails
                  to assume the defense of such proceeding in a timely manner,
                  Indemnitee shall be entitled to be represented by separate
                  legal counsel of Indemnitee's choice at the expense of the
                  Company. In addition, if the Company fails to comply with any
                  of its obligations under this Agreement or in the event that
                  the Company or any other person takes any action to declare
                  this Agreement void or unenforceable, or institutes any
                  action, suit or proceeding to deny or to recover from
                  Indemnitee the benefits intended to be provided to Indemnitee
                  hereunder, Indemnitee shall have the right to retain counsel
                  of Indemnitee's choice, at the expense of the Company, to
                  represent Indemnitee in connection with any such matter.

         12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Indemnitee as follows:

                           (a) AUTHORITY. The Company has all necessary power
                  and authority to enter into, and be bound by the terms of,
                  this Agreement, and the execution, delivery and performance of
                  the undertakings contemplated by this Agreement have been duly
                  authorized by the Company.

                           (b) ENFORCEABILITY. This Agreement, when executed and
                  delivered by the Company in accordance with the provisions
                  hereof, shall be a legal, valid and binding obligation of the
                  Company, enforceable against the Company in accordance with
                  its terms, except as such enforceability may be limited by
                  applicable bankruptcy, insolvency, moratorium, reorganization
                  or similar laws affecting the enforcement of creditors' rights
                  generally.


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         13. INSURANCE. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of insurance with a reputable insurance
company providing the Indemnitee with coverage for losses from wrongful acts,
and to ensure the Company's performance of its indemnification obligations under
this Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such
coverage. In all policies of director and officer liability insurance,
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 officers and directors. Notwithstanding the foregoing,
the Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the
amount of coverage provided, or if the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit. The Company
shall promptly notify Indemnitee of any good faith determination not to provide
such coverage.

         14. CONTRACT RIGHTS NOT EXCLUSIVE. The rights to payment of
Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this
Agreement shall be in addition to, but not exclusive of, any other rights which
Indemnitee may have at any time under applicable law, the Company's By-laws or
Certificate of Incorporation, or any other agreement, vote of stockholders or
directors (or a committee of directors), or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other capacity as a
result of Indemnitee's serving as a director of the Company.

         15. SUCCESSORS. This Agreement shall be (a) binding upon all successors
and assigns of the Company (including any transferee of all or a substantial
portion of the business, stock and/or assets of the Company and any direct or
indirect successor by merger or consolidation or otherwise by operation of law)
and (b) binding on and shall inure to the benefit of the heirs, personal
representatives, executors and administrators of Indemnitee. This Agreement
shall continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.

         16. SUBROGATION. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.

         17. CHANGE IN LAW. To the extent that a change in Delaware law (whether
by statute or judicial decision) shall permit broader indemnification or
advancement of expenses than is provided under the terms of the by-laws of the
Company and this Agreement, Indemnitee shall be entitled to such broader
indemnification and advancements, and this Agreement shall be deemed to be
amended to such extent.


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         18. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal, invalid
or unenforceable, in whole or in part, such provision or clause shall be limited
or modified in its application to the minimum extent necessary to make such
provision or clause valid, legal and enforceable, and the remaining provisions
and clauses of this Agreement shall remain fully enforceable and binding on the
parties.

         19. INDEMNITEE AS PLAINTIFF. Except as provided in Section 10(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless
the Board of Directors of the Company has consented to the initiation of such
Proceeding. This Section shall not apply to counterclaims or affirmative
defenses asserted by Indemnitee in an action brought against Indemnitee.

         20. MODIFICATIONS AND WAIVER. Except as provided in Section 17 above
with respect to changes in Delaware law which broaden the right of Indemnitee to
be indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of 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 of this Agreement (whether or
not similar), nor shall such waiver constitute a continuing waiver.

         21. GENERAL NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:

                  (i)      If to Indemnitee, to:

                  (ii)     If to the Company, to:

                           Moldflow Corporation
                           91 Hartwell Avenue
                           Lexington, MA  02421
                           Facsimile: (781) 674-0267
                           Attention:  Corporate Counsel

or to such other address as may have been furnished in the same manner by any
party to the others.

         22. GOVERNING LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws. Each of the
Company and the Indemnitee


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hereby irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the Court of Chancery of the State of Delaware and the courts of
the United States of America located in the State of Delaware (the "Delaware
Courts") for any litigation arising out of or relating to this Agreement and the
transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), waives any objection to the laying of
venue of any such litigation in the Delaware Courts and agrees not to plead or
claim in any Delaware Court that such litigation brought therein has been
brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the
extent such party is not otherwise subject to service of process in the State of
Delaware, to appoint and maintain an agent in the State of Delaware as such
party's agent for acceptance of legal process, and (b) that service of process
may also be made on such party by prepaid certified mail with a proof of mailing
receipt validated by the United States Postal Service constituting evidence of
valid service. Service made pursuant to (a) or (b) above shall have the same
legal force and effect as if served upon such party personally within the State
of Delaware. For purposes of implementing the parties' agreement to appoint and
maintain an agent for service of process in the State of Delaware, each such
party does hereby appoint The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, as such agent and each such party
hereby agrees to complete all actions necessary for such appointment.

                  [Remainder of page intentionally left blank.]


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

                                      MOLDFLOW CORPORATION

                                      By:  ______________________________
                                           Marc J. L. Dulude
                                           President and Chief Executive Officer

                                      INDEMNITEE

                                      ________________________________


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