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                                                                   EXHIBIT 10.11

                             CALLIDUS SOFTWARE INC.

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ("AGREEMENT") is effective as of
______________, by and between Callidus Software Inc., a Delaware corporation
(the "COMPANY"), and _____________ ("INDEMNITEE").

         WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company and its
related entities;

         WHEREAS, in order to induce Indemnitee to continue to provide services
to the Company, the Company wishes to provide for the indemnification of, and
the advancement of expenses to, Indemnitee to the maximum extent permitted by
law;

         WHEREAS, the Company and Indemnitee recognize the continued difficulty
in obtaining liability insurance for the Company's 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;

         WHEREAS, 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; and

         WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein;

         NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

         1.       Certain Definitions.

                  (a)      "CHANGE IN CONTROL" shall mean, and shall be deemed
         to have occurred if, on or after the date of this Agreement, (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 acting in such capacity 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, becomes the
         "beneficial owner" (as

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         defined in Rule 13d-3 under said Act), directly or indirectly, of
         securities of the Company representing more than 50% of the total
         voting power represented by the Company's then outstanding Voting
         Securities (as defined below), (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 (2/3) 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 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 related transactions) all or substantially
         all of the Company's assets.

                  (b)      "CLAIM" shall mean with respect to a Covered Event
         (as defined below): 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 civil, criminal,
         administrative, investigative or other.

                  (c)      References to the "COMPANY" shall include, in
         addition to Callidus Software Inc., any constituent corporation
         (including any constituent of a constituent) absorbed in a
         consolidation or merger to which Callidus Software Inc. (or any of its
         wholly owned subsidiaries) is a party 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

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         respect to such constituent corporation if its separate existence had
         continued.

                  (d)      "COVERED EVENT" shall mean 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.

                  (e)      "EXPENSES" shall mean 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, to be a
         witness in or to participate in, any action, suit, proceeding,
         alternative dispute resolution mechanism, hearing, inquiry or
         investigation), 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), actually and
         reasonably incurred, of any Claim and any federal, state, local or
         foreign taxes imposed on the Indemnitee as a result of the actual or
         deemed receipt of any payments under this Agreement.

                  (f)      "EXPENSE ADVANCE" shall mean a payment to Indemnitee
         pursuant to Section 3 of Expenses in advance of the settlement of or
         final judgment in any action, suit, proceeding or alternative dispute
         resolution mechanism, hearing, inquiry or investigation which
         constitutes a Claim.

                  (g)      "INDEPENDENT LEGAL COUNSEL" shall mean an attorney or
         firm of attorneys, selected in accordance with the provisions of
         Section 2(d) hereof, 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).

                  (h)      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; and if
         Indemnitee acted in good faith and in a manner Indemnitee reasonably
         believed to be in the interest of the participants and beneficiaries of
         an employee benefit plan, Indemnitee

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         shall be deemed to have acted in a manner "NOT OPPOSED TO THE BEST
         INTERESTS OF THE COMPANY" as referred to in this Agreement.

                  (i)      "REVIEWING PARTY" shall mean, subject to the
         provisions of Section 2(d), any person or body appointed by the Board
         of Directors in accordance with applicable law to review the Company's
         obligations hereunder and under applicable law, which may include a
         member or members of the Company's Board of Directors, Independent
         Legal Counsel or any other person or body not a party to the particular
         Claim for which Indemnitee is seeking indemnification.

                  (j)      "SECTION" refers to a section of this Agreement
         unless otherwise indicated.

                  (k)      "VOTING SECURITIES" shall mean any securities of the
         Company that vote generally in the election of directors.

         2.       Indemnification.

                  (a)      Indemnification of Expenses. Subject to the
         provisions of Section 2(b) below, the Company shall indemnify
         Indemnitee for Expenses 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 Claim (whether by reason of or arising in
         part out of a Covered Event), including all interest, assessments and
         other charges paid or payable in connection with or in respect of such
         Expenses.

                  (b)      Review of Indemnification Obligations.
         Notwithstanding the foregoing, in the event any Reviewing Party shall
         have determined (in a written opinion, in any case in which Independent
         Legal Counsel is the Reviewing Party) that Indemnitee is not entitled
         to be indemnified hereunder under applicable law, (i) the Company shall
         have no further obligation under Section 2(a) to make any payments to
         Indemnitee not made prior to such determination by such Reviewing Party
         nor to advance Expenses of Indemnitee under Section 3, and (ii) the
         Company shall be entitled to be reimbursed by Indemnitee (who hereby
         agrees to reimburse the Company) for all Expenses theretofore paid in
         indemnifying 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 is
         entitled to be indemnified hereunder under applicable law, any
         determination made by any Reviewing Party that Indemnitee is not
         entitled to be indemnified hereunder under applicable law shall not be
         binding and Indemnitee shall not be required to reimburse the Company
         for any Expenses theretofore paid in indemnifying Indemnitee until a
         final judicial determination is made with respect thereto (as to which
         all rights of appeal therefrom have

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         been exhausted or lapsed). Indemnitee's obligation to reimburse the
         Company for any Expenses shall be unsecured and no interest shall be
         charged thereon.

                  (c)      Indemnitee Rights on Unfavorable Determination;
         Binding Effect. If any Reviewing Party determines that Indemnitee
         substantively is not entitled to be indemnified hereunder 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 such Reviewing Party or any
         aspect thereof, including the legal or factual bases therefor, and,
         subject to the provisions of Section 15, the Company hereby consents to
         service of process and to appear in any such proceeding. Absent such
         litigation, any determination by any Reviewing Party shall be
         conclusive and binding on the Company and Indemnitee.

                  (d)      Selection of Reviewing Party; Change in Control. If
         there has not been a Change in Control, any Reviewing Party shall be
         selected by the Board of Directors, and if there has been such a Change
         in Control (other than a Change in Control which has been approved by a
         majority of the Company's Board of Directors who were directors
         immediately prior to such Change in Control), any Reviewing Party with
         respect to all matters thereafter arising concerning the rights of
         Indemnitee to indemnification of Expenses under this Agreement or any
         other agreement or under the Company's certificate of incorporation or
         bylaws as now or hereafter in effect, or under any other applicable
         law, if desired by Indemnitee, shall be Independent Legal Counsel
         selected by Indemnitee and approved by the Company (which approval
         shall not be unreasonably withheld). Such counsel, among other things,
         shall render its written opinion to the Company and Indemnitee as to
         whether and to what extent Indemnitee would be entitled to be
         indemnified hereunder under applicable law and the Company agrees to
         abide by such opinion. The Company agrees to pay the reasonable fees of
         the Independent Legal Counsel referred to above and to indemnify fully
         such counsel against any and all expenses (including attorneys' fees),
         claims, liabilities and damages arising out of or relating to this
         Agreement or its engagement pursuant hereto. Notwithstanding any other
         provision of this Agreement, the Company shall not be required to pay
         Expenses of more than one Independent Legal Counsel in connection with
         all matters concerning a single Indemnitee, and such Independent Legal
         Counsel shall be the Independent Legal Counsel for any or all other
         Indemnitees unless (i) the Company otherwise determines or (ii) any
         Indemnitee shall provide a written statement setting forth in detail a
         reasonable objection to such Independent Legal Counsel representing
         other Indemnitees.

                  (e)      Mandatory Payment of Expenses. Notwithstanding any
         other provision of this Agreement other than Section 10 hereof, to the

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         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 Claim, Indemnitee shall be indemnified
         against all Expenses incurred by Indemnitee in connection therewith.

         3.       Expense Advances.

                  (a)      Obligation to Make Expense Advances. Subject to
         Section 2(b), the Company shall make Expense Advances to Indemnitee
         upon receipt of a written undertaking by or on behalf of the Indemnitee
         to repay such amounts if it shall ultimately be determined that the
         Indemnitee is not entitled to be indemnified therefor by the Company.

                  (b)      Form of Undertaking. Any written undertaking by the
         Indemnitee to repay any Expense Advances hereunder shall be unsecured
         and no interest shall be charged thereon.

                  (c)      Determination of Reasonable Expense Advances. The
         parties agree that for the purposes of any Expense Advance for which
         Indemnitee has made written demand to the Company in accordance with
         this Agreement, all Expenses included in such Expense Advance that are
         certified by affidavit of Indemnitee's counsel as being reasonable
         shall be presumed conclusively to be reasonable.

         4.       Procedures for Indemnification and Expense Advances.

                  (a)      Timing of Payments. All payments of Expenses
         (including without limitation Expense Advances) by the Company to the
         Indemnitee pursuant to this Agreement shall be made to the fullest
         extent permitted by law as soon as practicable after written demand by
         Indemnitee therefor is presented to the Company, but in no event later
         than forty-five (45) business days after such written demand by
         Indemnitee is presented to the Company, except in the case of Expense
         Advances, which shall be made no later than twenty (20) business days
         after such written demand by Indemnitee is presented to the Company.

                  (b)      Notice/Cooperation by Indemnitee. Indemnitee shall,
         as a condition precedent to Indemnitee's right to be indemnified or
         Indemnitee's right to receive Expense Advances under this Agreement,
         give the Company notice in writing as soon as practicable of any Claim
         made against Indemnitee for which indemnification will or could be
         sought under this Agreement. Notice to the Company shall be directed to
         the Chief Executive Officer of the Company at the address shown on the
         signature page of this Agreement (or such other address as the Company
         shall designate in writing to Indemnitee). 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. For purposes of
         this Agreement, the termination of any Claim 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 this Agreement or applicable
         law. In addition, neither the failure of any 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 any 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 this
         Agreement or 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. In
         connection with any determination by any Reviewing Party or otherwise
         as to whether the 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 Claim pursuant to Section 4(b) hereof, the
         Company has liability insurance in effect which may cover such Claim,
         the Company shall give prompt notice of the commencement of such Claim
         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 the
         Indemnitee, all amounts payable as a result of such Claim in accordance
         with the terms of such policies.

                  (e)      Selection of Counsel. In the event the Company shall
         be obligated hereunder to provide indemnification for or make any
         Expense Advances with respect to the Expenses of any Claim, the
         Company, if appropriate, shall be entitled to assume the defense of
         such Claim with counsel approved by Indemnitee (which approval shall
         not be unreasonably withheld) upon the delivery to Indemnitee of
         written notice of the Company's election to do so. 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 or expenses of separate
         counsel subsequently employed by or on behalf of Indemnitee with
         respect to the same Claim; provided, however, that (i) Indemnitee shall
         have the right to employ Indemnitee's separate counsel in any such
         Claim at Indemnitee's expense and (ii) if (A) the employment of
         separate counsel by Indemnitee at the Company's expense has been
         previously authorized by the Company, (B) Indemnitee shall have
         reasonably concluded that there may be a conflict of

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         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 Claim, then the fees and expenses of Indemnitee's
         separate counsel shall be Expenses for which Indemnitee may receive
         indemnification or Expense Advances hereunder.

         5.       Additional Indemnification Rights; Nonexclusivity.

                  (a)      Scope. The Company hereby agrees to indemnify the
         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 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 except as
         set forth in Section 10(a) hereof.

                  (b)      Nonexclusivity. The indemnification and the payment
         of Expense Advances 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 other agreement, any vote
         of stockholders or disinterested directors, the General Corporation Law
         of the State of Delaware, or otherwise. The indemnification and the
         payment of Expense Advances provided under this Agreement shall
         continue as to Indemnitee for any action taken or not taken while
         serving in an indemnified capacity even though subsequent thereto
         Indemnitee may have ceased to serve in such capacity.

         6.       No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company's certificate of
incorporation, bylaws or otherwise) of the amounts otherwise payable hereunder.

         7.       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 Claim, but not, however, for
all of the total amount thereof, the Company shall indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is entitled.

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         8.       Mutual Acknowledgment. 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 or 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.

         9.       Liability Insurance. To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are provided to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

         10.      Exceptions. Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:

                  (a)      Excluded Action or Omissions. To indemnify Indemnitee
         for Expenses resulting from acts, omissions or transactions for which
         Indemnitee is prohibited from receiving indemnification under this
         Agreement or applicable law; provided, however, that notwithstanding
         any limitation set forth in this Section 10(a) regarding the Company's
         obligation to provide indemnification, Indemnitee shall be entitled in
         accordance with Section 3 to receive Expense Advances hereunder with
         respect to any such Claim unless and until a court having jurisdiction
         over the Claim shall have made a final judicial determination (as to
         which all rights of appeal therefrom have been exhausted or lapsed)
         that Indemnitee has engaged in acts, omissions or transactions for
         which Indemnitee is prohibited from receiving indemnification under
         this Agreement or applicable law.

                  (b)      Claims Initiated by Indemnitee. To indemnify or make
         Expense Advances to Indemnitee with respect to Claims initiated or
         brought voluntarily by Indemnitee and not by way of defense,
         counterclaim or cross claim, except (i) with respect to actions or
         proceedings brought to establish or enforce a right to indemnification
         under this Agreement or any other agreement or insurance policy or
         under the Company's certificate of incorporation or bylaws now or
         hereafter in effect relating to Claims for Covered Events, (ii) in
         specific cases if the Board of Directors has approved the initiation or
         bringing of such Claim, or (iii) as otherwise required under Section
         145 of the Delaware General Corporation Law (relating to
         indemnification of officers, directors,

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         employees and agents; and insurance), regardless of whether Indemnitee
         ultimately is determined to be entitled to such indemnification or
         insurance recovery, as the case may be.

                  (c)      Lack of Good Faith. To indemnify Indemnitee for any
         Expenses incurred by the Indemnitee with respect to any action
         instituted (i) by Indemnitee to enforce or interpret this Agreement, if
         a court having jurisdiction over such action determines as provided in
         Section 13 that each of the material assertions made by the Indemnitee
         as a basis for such action was not made in good faith or was frivolous,
         or (ii) by or in the name of the Company to enforce or interpret this
         Agreement, if a court having jurisdiction over such action determines
         as provided in Section 13 that each of the material defenses asserted
         by Indemnitee in such action was made in bad faith or was frivolous.

                  (d)      Claims Under Section 16(b). To indemnify Indemnitee
         for expenses and the payment of profits arising from the purchase and
         sale by Indemnitee of securities in violation of Section 16(b) of the
         Securities Exchange Act of 1934, as amended, or any similar successor
         statute; provided, however, that notwithstanding any limitation set
         forth in this Section 10(d) regarding the Company's obligation to
         provide indemnification, Indemnitee shall be entitled in accordance
         with Section 3 to receive Expense Advances hereunder with respect to
         any such Claim unless and until a court having jurisdiction over the
         Claim shall have made a final judicial determination (as to which all
         rights of appeal therefrom have been exhausted or lapsed) that
         Indemnitee has violated said statute.

         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, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), spouses, heirs and
personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business 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 regardless of whether Indemnitee continues to serve as
a director, officer, employee, agent or fiduciary (as applicable) of the Company
or of any other enterprise at the Company's request.

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         13.      Expenses Incurred in Action Relating to Enforcement or
Interpretation. 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 indemnified for all Expenses incurred by Indemnitee with
respect to such action (including without limitation attorneys' fees),
regardless of whether Indemnitee is ultimately successful in such action, unless
as a part of such action a court having jurisdiction over such action makes a
final judicial determination (as to which all rights of appeal therefrom have
been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was
frivolous; provided, however, that until such final judicial determination is
made, Indemnitee shall be entitled in accordance with Section 3 to receive
payment of Expense Advances hereunder with respect to such action. 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 indemnified for all Expenses incurred by Indemnitee in defense of
such action (including without limitation costs and expenses incurred with
respect to Indemnitee's counterclaims and cross-claims made in such action),
unless as a part of such action a court having jurisdiction over such action
makes a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that each of the material defenses asserted by
Indemnitee in such action was made in bad faith or was frivolous; provided,
however, that until such final judicial determination is made, Indemnitee shall
be entitled in accordance with Section 3 to receive payment of Expense Advances
hereunder with respect to such action.

         14.      Notice. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and signed for by the party addressed, on the
date of such delivery, or (ii) if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked.
Addresses for notice to either party are as shown on the signature page of this
Agreement or as subsequently modified by written notice.

         15.      Consent to Jurisdiction. The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which
shall be the exclusive and only proper forum for adjudicating such a claim.

         16.      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.

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Furthermore, to the fullest extent possible, the provisions of this Agreement
(including without limitation 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.

         17.      Choice of Law. This Agreement, and all rights, remedies,
liabilities, powers and duties of the parties to this Agreement, shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws.

         18.      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.

         19.      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 to be or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.

         20.      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.

         21.      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 or affiliated entities.

                                       12

<PAGE>

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

CALLIDUS SOFTWARE INC.

By: _____________________________________________

Name: ___________________________________________

Title: __________________________________________

Address: CALLIDUS SOFTWARE INC.
         160 West Santa Clara Street
         Suite 1500
         San Jose, CA 95113

                                                AGREED TO AND ACCEPTED BY:

                                                INDEMNITEE

                                                ________________________________
                                                (signature)

                                                Name:
                                                Address:

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