<PAGE>   1
* Confidential treatment has been requested with respect to certain information
  contained in this document. Confidential portions have been omitted from the
  public filing and have been filed separately with the Securities and Exchange
  Commission.

                                                                   EXHIBIT 10.07


[USi LOGO OMITTED]


                                                        USi Agreement Number: 84

                                 iMAP AGREEMENT

USinternetworking, Inc. ("USi"), a Delaware corporation with its principal
office located at One USi Plaza, Annapolis, MD 21401-7428 and Niku Corporation
("Client"), a Delaware corporation with offices at 955 Charter Street, Redwood
City, California 94063, hereby agree that the following terms and conditions
will apply to each iMAP Solution provided under this iMAP Agreement
("Agreement").

1.      SCOPE OF SERVICE

1.1     SERVICES

        USi will provide the services as defined in individual Product Schedules
        which will be mutually agreed upon, attached hereto and incorporated
        herein as Exhibit A. The Product Schedules may be modified by mutual
        written agreement. Changes or additions to work performed under each
        Product Schedule may require changes in the resources provided by Usi.
        Notwithstanding the foregoing, no additional costs or charges shall be
        due from Licensee without Licensee's prior written consent.

1.2     SEPARATE AGREEMENT

        Each Product Schedule shall reflect a separate agreement of the parties,
        and, unless otherwise clearly specified in writing, the terms and
        conditions of each Product Schedule shall be independent of and shall
        have no impact upon, the provisions of any other Product Schedule.

1.3     ADDITIONAL SERVICES

        Client may order additional iMAP Solutions or add on to existing iMAP
        Solutions by contacting USi. USi will send Client a Product Schedule,
        based on USi's formal requirements analysis and/or proposal for the
        additional services, specifying the terms of the iMAP Solution,
        including the payment(s) due for each ordered item. Client may accept
        the terms of the iMAP Solution by signing that Product Schedule and
        returning it to USi. All executed Product Schedules will become part of
        this Agreement and will be covered by all of this Agreement's terms and
        conditions.

2.      DEFINITIONS

2.1     "ACCEPTABLE USE POLICY" shall mean USi's policy on the use of its Global
        Network posted at http://www.usi.net/usepolicy.html as of June 30, 1999.

2.2     "ADDENDA" shall mean any written document executed by both parties which
        modifies the terms of this Agreement or any executed Product Schedule.

2.3     "AGREEMENT" shall mean this iMAP Agreement, any and all Exhibits
        attached hereto and all Product Schedules attached simultaneously with
        the execution of the Agreement or agreed upon and executed subsequent
        hereto.

2.4     "CONSULTING AND IMPLEMENTATION SERVICES" shall mean the services
        provided by USi as part of the iMAP Solution and may be set forth in the
        Product Schedule as applicable.

2.5     "CONTENT" means any and all text, multimedia or images (graphics, audio
        and video), data and the like provided by Client and installed on a
        server, which shall be subject to the terms and conditions set forth in
        the Product Schedule and Acceptable Use Policy.

2.6     "CUSTOMIZATION" shall mean any customized deliverable created by USi as
        part of the iMAP Solution.




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                           Proprietary & Confidential

<PAGE>   2

2.7     "DOCUMENTATION" shall mean the Software Application user manual(s) and
        any other materials supplied by USi concurrently with the delivery of
        and for use with the iMAP Solution.

2.8     "GLOBAL NETWORK" shall mean USi's Internet-based data center and
        network.

2.9     "HARDWARE" shall mean any computing or networking equipment USi uses
        and/or provides to Client for its use as part of the iMAP Solution.

2.10    "iMAP SOLUTION" shall mean the collective bundling of any and all
        Consulting and Implementation Services, Customization, access to the
        Global Network, Hardware, Project Software, Software Application(s), USi
        Software and Work Product, as outlined in each executed Product
        Schedule.

2.11    "PRODUCT SCHEDULE" shall mean a written order for any iMAP Solution
        accepted by USi and executed by both parties, which shall be subject to
        the terms and conditions of this Agreement and which, at a minimum,
        shall contain a description of the work to be undertaken and the
        obligations and responsibilities of each party related to that Product
        Schedule.

2.12    "PROJECT SOFTWARE" shall mean any software developed by USi under this
        Agreement or any Product Schedule. 2.13 "SLA" shall mean the Service
        Level Agreement specified in each Product Schedule. 2.14 "SOFTWARE
        APPLICATION" shall mean the Third Party computer software USi provides
        to Client for its use as part of the iMAP Solution.

2.15    "THIRD PARTY" shall mean any natural person or legal entity other than
        USi and Client.

2.16    "USi SOFTWARE" shall mean certain software which was developed by USi
        independently of this Agreement or pursuant to the terms of this
        Agreement as may be required for customization.

2.17    "WORK PRODUCT" shall mean all Consulting and Implementation Services
        performed and/or created by USi under this Agreement as well as any
        other products of its work created hereunder which may consist of
        reports, designs, data or similar materials.

3.      LICENSE

3.1     RIGHTS GRANTED

        In accordance with the terms of this Agreement, USi grants to Client a
        limited, nontransferable, non-exclusive license to use the iMAP Solution
        included in the executed Product Schedules attached hereto and
        Documentation for the sole purpose of supporting the operations of
        Client's business as described in the Product Schedule. Notwithstanding
        anything to the contrary, Client may not use the iMAP Solution in a
        resale capacity, to process and/or analyze the data of a Third Party as
        a service bureau or on any Hardware other than as set forth in the
        relevant Product Schedule.

3.2     OWNERSHIP

        Except as expressly provided in Section 11 below, all components of the
        iMAP Solution provided to Client shall remain at all times the property
        of USi and/or its Third Party Software Application vendors and contain
        trade secrets and other valuable proprietary information of USi and/or
        its Third Party vendor.

3.3     EFFECTIVE DATE

        This Agreement shall be effective on the date it is executed by USi, and
        shall remain in effect for the Term unless terminated in accordance with
        the provisions set forth in this Agreement.

3.4     SOFTWARE

        Client acknowledges and understands that USi may provide to Client (a)
        USi Software and/or (b) Software Applications owned by Third Parties
        which USi uses under license agreements from Third Parties defined



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        in Section 2.14 as "Software Application." Client acknowledges that (a)
        title to all such USi Software and Software Application remains with and
        is subject to the proprietary rights of USi or its Third Party vendor,
        and (b) such USi Software and Software Application contain trade secrets
        and other valuable proprietary information of USi or its Third Party
        vendor.

3.5     RESTRICTIONS

        Except as authorized by USi,Client agrees it shall not: (a) alter or
        modify the USi or Software Application or any part thereof; (b) copy or
        duplicate, or permit a Third Party to copy or duplicate, the USi
        Software or Software Application or any part thereof or (c) reverse
        engineer, decompile or disassemble USi Software or Software Application,
        unless otherwise provided in the relevant Product Schedule.

3.6     NON-TRANSFERABLE

        Client agrees not to license, sell, transfer or lease the USi Software
        or Software Application to any Third Party. Client agrees not to
        disclose any source code or technical information regarding USi Software
        or Software Application that Client obtains from USi under this
        Agreement.

4.      TERM

4.1     AGREEMENT TERM

        The term of this Agreement (the "Term") shall commence on the Effective
        Date and shall expire three (3) years thereafter unless (a) either
        terminated pursuant to the terms of this Agreement or (b) extended by
        mutual written agreement.

4.2     PRODUCT SCHEDULE

        Each individual Product Schedule shall include a period of performance.
        In the event that any Product Schedule period of performance extends
        beyond the Term, the Term shall automatically be extended and remain in
        effect until such time as the Product Schedule period of performance is
        completed.

5.      PAYMENTS

5.1     FEES

        As compensation for the license of the iMAP Solution granted to Client
        and the provisions of services as applicable, Client agrees to pay the
        amount(s) specified in each executed Product Schedule. Any fee specified
        in a Product Schedule will only remain in effect until the date
        specified in the Product Schedule.

5.2     PAYMENT TERMS

        Unless otherwise specified in the Product Schedule, payments will be due
        and payable to USi within thirty (30) days of Client's receipt of USi's
        invoice. Such invoices will be generated in accordance with the terms
        specified in each Product Schedule. USi reserves the right, in USi's
        absolute discretion, to perform a credit check on Client.

5.3     TAXES

        Client shall be responsible for the payment of all taxes associated with
        this Agreement or its use of the iMAP Solution (other than taxes based
        on USi's net income), including, but not limited to, personal property
        taxes, import taxes, taxes on telecommunication services, information
        services, data processing services or similar governmental charges that
        may be assessed by any jurisdiction, whether based on gross revenue or
        delivery of products or services. If USi is required to pay any such
        taxes directly, Client shall, upon receipt of USi's invoice, reimburse
        USi for any amount that USi has paid. Notwithstanding the above, Client
        shall not be required to pay those taxes from which Client is legally
        exempt.

5.4     INSURANCE



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        If and when USi Hardware is placed on Client's premises, Client will
        obtain and maintain adequate liability insurance and insurance against
        loss of or damage to such Hardware to an extent to be agreed in the
        applicable Product Schedule.

5.5     INTEREST

        Any payments not made when due will be subject to an interest charge of
        one and one-half percent (1.5%) per month, unless applicable law
        specifies a lower lawful rate of interest, in which case past due
        payments shall bear interest at that lower maximum rate.

6.      WARRANTIES

6.1     PERFORMANCE WARRANTY

        USi warrants that (a) work performed to complete any Product Schedule
        will be performed by qualified personnel in a professional, workmanlike
        manner, consistent with the prevailing standards of the industry and in
        accordance with the descriptions in the applicable Product Schedule; and
        (b) it will complete each Product Schedule as soon as commercially
        practicable.

6.2     AUTHORITY WARRANTY

        USi warrants that it has the authority to (i) license the Software
        Application(s) for the purposes set forth in this Agreement and the
        Product Schedule and (ii) provide the services described in this
        Agreement and the Product Schedule(s). Client acknowledges and agrees
        that its sole and exclusive remedies for breach of these warranties are
        set forth in Section 8.1 of this Agreement.

6.3     LIMITATION

        Unless otherwise expressly provided herein or in a Product Schedule,
        neither USi nor any of its service providers, licensors, employees or
        agents warrant (a) that the functions contained in the iMAP Solution
        provided hereunder will meet Client's requirements or (b) that the
        operation of the iMAP Solution will be uninterrupted or error free or
        (c) that the products or services will have the capacity to meet the
        demand during specific hours. USi will not be liable for unauthorized
        access to or alteration, theft or destruction of Client's data files,
        programs, procedures or information through accident, fraudulent means
        or devices, or any other method, unless such access, alteration, theft
        or destruction is caused as a result of USi's negligence or intentional
        misconduct. Nor will Niku be liable for unauthorized access to or
        alteration, theft or destruction of data files, programs, procedures or
        information stored or hosted by USi under this Agreement through
        accident, fraudulent means or devices, or any other method, unless such
        access, alteration, theft or destruction is caused as a result of
        Client's negligence or intentional misconduct.

6.4     EXCLUSION

        THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
        AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
        LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
        PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

7.      CLIENT CARE

7.1     CLIENT ASSISTANCE CENTER

        Under the Client Care program, USi will provide a level of service
        concerning Client's iMAP Solution as outlined in each specific Product
        Schedule. In all cases, Client will have availability to USi's Client



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        Assistance Center twenty-four (24) hours per day, seven (7) days per
        week, three hundred sixty-five (365) days per year. Client acknowledges
        and agrees that all calls into the Client Assistance Center are public
        and may be monitored and/or recorded for quality control purposes.

7.2     SERVICE LEVEL AGREEMENTS

        USi will provide a Service Level Agreement with each iMAP Solution which
        will be stated in each executed Product Schedule. Specific remedies for
        USi's failure to meet the applicable Service Level Agreement will be
        stated in each executed Product Schedule.

7.3     MAINTENANCE WINDOW

        USi has established set maintenance windows on Tuesday and Friday
        mornings between the hours of 2am and 6am (ET). During this time, USi
        reserves the right to take down a Client's server(s) in order to conduct
        routine maintenance checks to both software and hardware. If a Client's
        server(s) will be down for more than [***] within this pre-established
        window, USi will advise Client of such at least ten (10) calendar days
        prior to any scheduled maintenance downtime. USi will not be responsible
        for any damages or costs incurred by Client, if any, for scheduled down
        time. USi reserves the right to change its maintenance window upon
        thirty (30) days prior notice to Client.

8.      INDEMNITY OBLIGATIONS

8.1     USi INDEMNITY OBLIGATIONS

        USi will (i) defend Client against any claim that the products or
        services delivered by USi infringe a patent, copyright, trade secret, or
        other proprietary right in the United States; and (ii) pay costs,
        damages and attorney's fees finally awarded against Client as a result
        of such claims.

        (a)     Infringement Remedies. In addition to defending Client as stated
                above, if a claim occurs, or in USi's opinion, is likely to
                occur, USi will, at its sole option and expense, (subject to its
                agreement with Software Application vendors) either (i) procure
                Client the right to continue using the Software Application in
                question, or (ii) replace or modify the infringing Software
                Application so that it becomes noninfringing; provided that the
                Software Application's functionality are not materially and
                adversely affected by such replacement or modification. If
                neither of these alternatives is reasonably available, Client
                shall return the Software Application at issue and USi will
                refund the amount paid by Client to USi for such Software
                Application as depreciated. The depreciation shall be an equal
                amount per year over a three (3) year life commencing with the
                date of installation.

        (b)     Exclusions. USi shall not be liable for infringement claims
                based on (i) the combination, operation or use of Software
                Application with hardware, data or software not supplied by USi
                if the claim would have been avoided by use of other hardware,
                data or software; or (ii) modifications to Software Application
                if the modifications were not made by USi.

8.2     CLIENT INDEMNITY OBLIGATIONS

        Client will (a) defend USi against any claims by Third Parties arising
        from Client's use of the iMAP Solution provided by USi hereunder
        excluding, however, (i) claims under Section 8.1; and (ii) claims for
        bodily injury or damages to tangible personal property proximately
        caused by the negligent act, error or omission of USi and (b) pay costs,
        damages and attorney's fees finally awarded against USi and any
        settlement costs incurred as a result of such claims.

8.3     CONDITIONS


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        The indemnification obligations set forth above in Sections 8.1 and 8.2
        are contingent upon compliance with the following conditions by the
        party seeking indemnification:

        (a)     Providing prompt written notice of a claim within twenty (20)
                days of its service upon indemnified party;

        (b)     Providing all information and evidence within its control which
                is necessary for the indemnifying party to conduct a defense;
                and

        (c)     Providing the indemnifying party with sole control of the
                defense and all related settlement negotiations. However, the
                non-indemnifying party may participate in the defense or
                settlement of the claim at its own expense.

8.4     LIMITATIONS OF REMEDY

        This Section 8 states the entire obligations of the parties with respect
        to indemnity or infringement of copyrights, patents, trade secrets or
        other intellectual property or proprietary rights.

9.      LIMITATION OF LIABILITY

9.1     LIMITATION OF LIABILITY

        Each party's entire liability and exclusive remedies are set forth in
        this Section 9, Section 6, Section 8 and Section 10. Except for a breach
        under Section 8 or 12.1, each party's liability to the other party for
        damages (regardless of the form of action, whether in contract, tort,
        warranty or otherwise) shall in no event exceed [***]. This Section
        9.1 shall supercede and prevail over any provisions to the contrary in
        this Agreement, the Product Schedules or any document incorporated by
        reference into this Agreement.

9.2     DISCLAIMER OF DAMAGES

        EXCEPT IN THE CASE OF CLIENT'S BREACH OF SECTION 3.5 OR EITHER PARTY'S
        BREACH OF SECTION 8, 12.1, NEITHER PARTY SHALL BE LIABLE FOR ANY
        SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR
        THE LOSS OF PROFIT, REVENUE, OR DATA, EVEN IF THE OTHER PARTY HAS BEEN
        ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES. EACH PARTY
        FURTHER AGREES THAT THE OTHER PARTY SHALL NOT BE LIABLE FOR ANY CLAIM OR
        DEMAND BY ANY THIRD PARTY, EXCEPT TO THE EXTENT EXPRESSLY COVERED UNDER
        SECTION 8 (INDEMNITY OBLIGATIONS) OR SECTION 9 (LIMITATION OF
        LIABILITY). THIS SECTION 9.2 SHALL SUPERCEDE AND PREVAIL OVER ANY
        PROVISIONS TO THE CONTRARY IN THIS AGREEMENT, THE PRODUCT SCHEDULES OR
        ANY DOCUMENT INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

10.     TERMINATION

10.1    TERMINATION FOR BREACH

        Either party may terminate this Agreement immediately upon written
        notice to the other party if the other party materially breaches any
        obligation under this Agreement and fails to cure such breach within
        thirty (30) days after receiving notice of the breach. Unless otherwise
        agreed in writing, termination of this Agreement shall also
        automatically terminate all Product Schedules which are incomplete at
        the time of termination. Termination of one Product Schedule shall have
        no effect on any other Product Schedule or the Agreement so long as the
        party in default of the Product Schedule being terminated complies with
        the terms and conditions of the Agreement and other Product Schedules.
        Notwithstanding anything to the


* Certain information on this page has been omitted and filed
  separately with the Commission. Confidential treatment has
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        contrary, either party shall have the right to terminate this Agreement
        and the license granted herein in the event the other party (a)
        terminates or suspends its business, (b) becomes subject to any
        bankruptcy or insolvency proceeding under Federal or state statute, (c)
        becomes insolvent or becomes subject to direct control by a trustee,
        receiver or similar authority, or (d) has wound up liquidated,
        voluntarily or otherwise. In the event of, and thirty (30) days after,
        termination by reason of Client's failure to comply with any part of
        this Agreement, or any act which shall give rise to USi's right to
        terminate, USi shall have the right to terminate the license and, on
        five (5) days' notice, to the return of the iMAP Solutions and all
        copies wherever located. In the event of a termination by reason of
        USi`s failure to comply with any part of this Agreement, the time period
        for USi to terminate the license shall be extended to [***]. Within ten
        (10) days after termination of the license, Client shall return to USi
        all tangible portions of the iMAP Solutions, including any Hardware
        provided by USi and any Software in the form provided by USi or as
        modified, or, upon request by USi, destroy all tangible portions of the
        iMAP Solutions and all copies, and certify in writing that they have
        been destroyed. Termination of this Agreement shall not relieve either
        party of its obligations regarding confidentiality under Section 12
        below. Lastly, no cure period shall be afforded in an event of a breach
        of Sections 3.5 or 12.1, for which the nonbreaching party shall be
        entitled to all legal and equitable remedies, including but not limited
        to, injunctive relief, without requirement of bond.

10.2    EFFECT OF TERMINATION

        Termination of this Agreement for any reason shall not affect any past
        due or remaining payments Client is required to make under this
        Agreement or applicable Product Schedule, or any additional remedies
        provided by law or equity to either party. All rights that have been
        granted to Client shall immediately be terminated and all unpaid charges
        accrued under this Agreement shall become immediately due and payable
        upon the happening of any event of termination. The Parties also agree
        to return to one another, within sixty (60) days of a request, any
        property, data sheets, schematics, samples, customer lists, confidential
        information, in whatever form or media which are used by a disclosing
        party or which are furnished to a recipient.

10.3    RETURN OF CONTENT

        In the event of a termination of this Agreement or any Product Schedule
        for default by USi, or on account of Client's decision not to renew a
        Product Schedule at the end of the applicable period of performance
        defined in each Product Schedule, USi shall deliver to Client, at no
        additional cost to Client, and in a format and on a date mutually
        agreeable to both parties, (i) all data contained on Hardware (Section
        2.9) used in the iMAP Solution delivered to Client; (ii) all Content
        (Section 2.5), (iii) all Project Software (Section 2.12); and (iv) all
        Work Product (Section 2.17). Client agrees that, after termination of
        this Agreement or a specific Product Schedule, (a) USi shall have no
        obligation to support the Work Product or Project Software; (b) Client
        may use the Work Product and Project Software solely to support the
        internal operations of its business, with the understanding that (i)
        Client's providing web sites at http://www.iniku.com and
        http://www.niku.com is deemed an "internal" operation of its business,
        and (ii) Client in no event will permit any third party to host the Work
        Product or Project Software; (c) Client may not resell, disclose, or
        allow access to the Work Product or Project Software to any Third Party;
        and (d) USi reserves all rights to (i) the use of the Work Product or
        Project Software in whatever manner USi chooses, including in the
        support of iMAP Solutions provided to other USi clients; and (ii) the IP
        addresses



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        or address blocks assigned by USi in support of the iMAP Solution
        delivered to Client under this Agreement and related Product
        Schedule(s).

11.     SOFTWARE AND WORK PRODUCT DEVELOPED UNDER AGREEMENT

11.1    TITLE

        Except as otherwise provided for in Section 11.2 below or as may be
        expressly agreed in any Product Schedule, USi shall retain (a) title to
        and ownership of any Hardware provided by USi; and (b) whatever rights
        it has in any Software Application(s); and (c) any USi Software. Without
        affecting Client's rights under Section 3.1, above, to the extent that
        Project Software contains any USi Software or Software Application(s),
        such Project Software is subject to restrictions as may be applicable to
        the USi Software or Software Application(s) which is incorporated
        therein.

11.2    CLIENT OWNERSHIP

        Client shall retain title to and all ownership rights (a) in any Work
        Product; (b) in any Project Software; and (c) in Content, but grants USi
        a perpetual, royalty-free license to use the Work Product and Project
        Software pursuant to Section 10.3(d).

12.     GENERAL PROVISIONS

12.1    NONDISCLOSURE

        Each party shall retain in confidence all proprietary information
        transmitted to the other that the disclosing party has identified in
        writing as being proprietary and/or confidential, and will make no use
        of such information except under the terms and during the term of this
        Agreement. Client agrees to use all reasonable precautions and take all
        necessary steps to prevent the iMAP Solution from being acquired by
        unauthorized persons, and to take appropriate action, by instruction,
        agreement, or otherwise, with regard to all persons permitted access to
        the iMAP Solution, in order to ensure the iMAP Solution is protected.
        Client shall not disclose the iMAP Solution to any person for any
        purpose other than as provided in this Agreement. However, neither party
        shall have an obligation to maintain the confidentiality of information
        that (a) it has rightfully received from another party prior to its
        receipt from the disclosing party; (b) the disclosing party has
        disclosed to a Third Party without any obligation to maintain such
        information in confidence, (c) enters the public domain or becomes
        generally known to the public by some action other than breach of this
        Agreement by the receiving party; or (d) is independently developed by
        the receiving party. Each party shall safeguard proprietary and
        confidential information disclosed by the other using the same degree of
        care it uses to safeguard its own proprietary and confidential
        information but, in no event, shall use less than a reasonable degree of
        care. Each party's obligation under this paragraph shall extend for a
        period of three (3) years following termination or expiration of this
        Agreement.

12.2    ASSIGNMENT

        Neither this Agreement nor any rights granted hereunder may be sold,
        leased, assigned or otherwise transferred, in whole or in part by either
        party by operation of law otherwise, and any such attempted assignment
        shall be void and of no effect without the advance written consent of
        the other party, such consent not to be unreasonably withheld or
        delayed; provided, however, that such consent shall not be required if
        either party assigns this Agreement to a wholly owned subsidiary or in
        connection with a merger, acquisition, or sale of all or substantially
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        of the other party. USi reserves the right to assign its right to
        receive and collect payments hereunder without the consent of Client,
        provided that in such case Niku's rights will remain unchanged.

12.3    GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the
        laws of the State of New York, without regard to conflicts of law.

12.4    WAIVER

        No waiver of any breach of any provisions of this Agreement shall
        constitute a waiver of any other breach of the same or any other
        provision of the Agreement, and no waiver shall be effective unless made
        in writing.

12.5    SEVERABILITY

        In the event that any term or provision of this Agreement conflicts with
        the law under which this Agreement is to be construed, or if any such
        provision is held invalid by a court with jurisdiction over the parties
        to this Agreement, such provision shall be restated to reflect, as
        nearly as possible, the original intentions of the parties in accordance
        with applicable law, and the remainder of this Agreement shall remain in
        full force and effect.

12.6    ENFORCEMENT

        Both parties agree to pay all reasonable costs and expenses the other
        party incurs in successfully enforcing this Agreement, including
        reasonable attorneys' fees.

12.7    FORCE MAJEURE

        Neither party shall be liable for any delay or failure in performance
        due to Force Majeure, which shall mean acts of God, earthquake, labor
        disputes, changes in law, regulation or government policy, riots, war,
        fire, epidemics, acts or omissions of vendors or suppliers,
        transportation difficulties or other occurrences which are beyond either
        party's reasonable control. In the event that USi is prevented or
        delayed in the delivery or installation of the iMAP Solution for reasons
        beyond its control, such delivery or installation shall take place as
        soon thereafter as is reasonably possible. This provision shall not
        apply to any obligation of Client to pay money under this Agreement or
        any Product Schedule.

12.8    NOTICE

        Any notice or invoice required or permitted under this Agreement shall
        be in writing and delivered by hand or mailed by overnight express
        charges prepaid or certified mail with return receipt requested to the
        address set forth above. Notices or invoices shall be deemed received
        when delivered.

12.9    SURVIVAL

        The terms of Sections 3, 4, 5, 8, 9, 11 and 12 shall survive the
        termination or expiration of this Agreement.

12.10   ACCEPTABLE USE POLICY

        Client agrees at all times, and to require and enforce its employees,
        agents and contractors at all times, to comply with the USi Acceptable
        Use Policy, the terms of which may be modified from time to time by USi
        on the website referred to above in Section 2.1.

        (a)     The modifications to the AUP will not apply to Client until
                thirty (30) days after written notice from USi unless a shorter
                period is necessary for USi to avoid disruption from its
                internet service providers or to otherwise avoid liability, in
                which case USi would provide written notice as soon as is
                reasonable.

        (b)     If USi receives notice that Client has violated the AUP, USi
                will notify Client and use reasonable efforts to give Client
                seven (7) days notice prior to termination or suspension;
                provided, however: (1) Such seven day period will be shortened
                to forty eight hours if USi has received written notice from its
                internet service



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                providers that such provider will disrupt service to USi because
                of Client's violation of the AUP and (2) notwithstanding the
                foregoing, if a shorter period is necessary for USi to avoid
                disruption by its service providers or to otherwise avoid
                liability, USi may terminate or suspend the iMAP Solution in the
                shorter period of time, provided that such shorter time shall
                not be less than three (3) hours after USi contacts Client at
                the pager number to be provided by Client.

        Client agrees to indemnify and hold USi harmless from any damages, costs
        and expenses incurred by USi caused by the breach of this provision.

12.11   THIRD PARTY RIGHTS

        The provisions of this Agreement are solely for the benefit of the
        parties hereto and not for the benefit of any Third Parties.

12.12   ENTIRE AGREEMENT

        This Agreement (including all Product Schedules and Addenda, if any)
        contains the full understanding between the parties and supercedes all
        prior representations or agreements, whether oral or written, with
        respect to such matters. The Agreement (including all Product Schedules
        and Addenda, if any) may only be changed by a written document signed by
        both parties. Except as specified in Sections 8 and 9, to the extent of
        any inconsistencies between the Agreement and the Product Schedule, the
        Product Schedule shall control, except if the Agreement is modified by
        Addenda, then the Addenda shall control. Principles of contract
        construction or rules of law that, in the event of inconsistency or
        ambiguity, would construe against the drafter this Agreement or any
        Product Schedule, shall not apply.


USINTERNETWORKING, INC.                 NIKU CORPORATION

By: /s/ William T. Price                By: /s/ Kenneth Johnson
   -------------------------------         -------------------------------------

Name: William T. Price                  Name: Kenneth Johnson

Title: Vice President                   Title: VP Sales
       and General Counsel

Date: 6/30/99                           Date: 6-30-99
     -----------------------------           -----------------------------------



                                    Page 10

<PAGE>   11

[USi GRAPHIC OMITTED]

                                                        USi Agreement Number: 84

                                              Effective Date: September 29, 1999

                                PRODUCT SCHEDULE

This Product Schedule is governed by and incorporated into the terms and
conditions contained in the iMAP Agreement entered into between
USinternetworking, Inc. ("USi") and Niku Corporation ("Client") dated June 30,
1999. USi's Proposal to Client dated September 29, 1999 ("Proposal") is
attached as Exhibit A to this Product Schedule, although only those Sections of
the Proposal specifically referenced below shall be incorporated into the terms
and conditions of this Product Schedule.

REPLACEMENT OF PREVIOUS
PRODUCT SCHEDULE:             THIS PRODUCT SCHEDULE REPLACES IN ITS ENTIRETY THE
                              PRODUCT SCHEDULE, WITH AN EFFECTIVE DATE OF JUNE
                              30, 1999, PREVIOUSLY EXECUTED BETWEEN USi AND
                              CLIENT.

IMAP SOLUTION:                Complex Web Site Management as detailed in
                              Sections 1, 2, 3, and 4 of the Proposal.

PAYMENT SCHEDULE:             Client agrees to the following Payment Schedule:

                              1.        Thirty-six (36) equal monthly service
                                        fee payments of $72,161 commencing upon
                                        the Effective Date of this Product
                                        Schedule, due and payable within thirty
                                        (30) days of Client's receipt of invoice
                                        from USi.

                              All monthly service fee invoices will be issued in
                              advance on the 15th of the month prior to the
                              calendar month of service. This pricing is valid
                              for the Initial Period and is exclusive of any
                              applicable taxes, tariffs, telecommunications
                              surcharges or other governmental fees or charges
                              that may be imposed from time to time by
                              applicable law or regulation.

                              CLIENT SHALL RECEIVE A CREDIT FOR ANY PAYMENTS
                              MADE UNDER THE PREVIOUS PRODUCT SCHEDULE AGAINST
                              THE FIRST INVOICE DUE HEREUNDER.

EFFECTIVE DATE OF
PRODUCT SCHEDULE:             September 29, 1999


PERIOD OF PERFORMANCE:        The Period of Performance of this Product Schedule
                              shall commence on the Effective Date and shall
                              continue for a period of thirty-six (36) months
                              (the "Initial Period"). Thereafter, this Product
                              Schedule shall automatically renew on a
                              month-to-month basis until terminated by either
                              party giving the other party at least sixty (60)
                              days prior written notice.

EARLY TERMINATION:            Client may terminate the last [***] of the Initial
                              Period by providing USi with ninety (90) days
                              written notice prior to the end of the [***] of
                              the Initial Period. Client agrees to pay USi a
                              termination fee equal to [***] upon its election
                              to terminate this Product Schedule pursuant to
                              this section.

UPGRADE COMPONENTS:           During the first six (6) months of the Initial
                              Period, Client can add the following Upgrade
                              Components to the iMAP Solution by executing an
                              applicable Addenda to this Product Schedule. Upon
                              exercise of this upgrade, the monthly service fee
                              payment will increase by applicable amount shown
                              below for the remaining term of the Initial Period
                              commencing on the first day the Upgrade Component
                              is implemented.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                      UPGRADE COMPONENT                         ADDITIONAL MONTHLY FEE
-----------------------------------------------------------------------------------------
<S>                                                             <C>
Additional Internet bandwidth per additional 1Mbps increments           $1,500
-----------------------------------------------------------------------------------------
Additional cost per Sun E4500 server                                    $7,400
-----------------------------------------------------------------------------------------
Additional cost per Sun E250 server                                     $2,100
-----------------------------------------------------------------------------------------
Additional locally-mirrored EMC Storage capacity usable                 $6,641
with BCV per additional 100Gb increments
-----------------------------------------------------------------------------------------
Additional RAM for E4500 server (one (1) Gb increments)               See Note 1
-----------------------------------------------------------------------------------------
Additional CPUs for E4500 server (one (1) CPU increments)             See Note 1
-----------------------------------------------------------------------------------------
Incremental CPU & Memory (Per two 1 Gb Memory Upgrades and 2            $2,644
CPUs)
-----------------------------------------------------------------------------------------
Additional   CPU/RAM  for  E4500   server  (one   CPU/one  Gb           $1,400
increments)
-----------------------------------------------------------------------------------------
</TABLE>

                              Note 1:   The configuration of Client's E4500
                                        servers will allow three (3) additional
                                        I/O slots for expansion of additional
                                        CPUs and RAM. Each I/O card will
                                        accommodate two (2) additional CPUs and
                                        two (2) additional Gbs of RAM. This
                                        allows for a maximum of six (6)
                                        additional CPUs and six (6) additional
                                        Gbs of RAM per E4500 server. USi
                                        recommends that Client upgrades in
                                        bundles of 1 CPU/ 1 Gb RAM or 2 CPU/2 Gb
                                        RAM to eliminate the I/O card
                                        configuration complexity.

CLIENT CARE:                  Under the Client Care program, Client's Help Desk
                              will have availability to USi's Client Assistance
                              Center twenty-four (24) hours per day, seven (7)
                              days per week, three hundred sixty-five (365) days
                              per year.



                                     Page 1

                           Proprietary & Confidential

<PAGE>   12

BANDWIDTH VARIATION POLICY:   Should Client exceed bandwidth or server
                              processing requirements of this project, USi
                              reserves the right to amend this Product Schedule
                              and increase the monthly fees to reflect the
                              additional bandwidth requirements. USi will
                              provide Client with a monthly status report of
                              bandwidth and server usage.

CONSULTING SERVICES:          USi will provide Consulting Services as outlined
                              in Sections 1, 2, 3 and 4 of the Proposal.

SECURITY PROCEDURES:          USi defines certain policies and procedures to
                              provide the level of security associated with the
                              iMAP Solution. Client acknowledges and understands
                              that no network security procedures can assure
                              complete network security or prevent all
                              unauthorized access to the network. These policies
                              and procedures will change over time to reflect
                              emerging technologies, business practices and
                              Internet-related issues.

SERVICE LEVEL AGREEMENT:

USi'S SERVICE LEVEL:

USi will provide for [***] during Phase I and for [***] during Phase 2 monthly
service availability for those components of the service within USi's direct
control, where "available" is defined as an Internet user being able to [***] to
the appropriate [***]. Specifically, covered services will include [***] and the
[***] facility, all [***], and all [***] provided by [***] as part of the [***].

REMEDY: (PHASE 1)

In the event USi is unable to provide an Internet client access to the custom
hosting server with:

1.        [***] Availability in any given calendar month, Client shall receive a
          credit to their account equal to [***] of that month's service fees
          excluding rebilled circuit charges.

2.        [***] Availability in any given calendar month, Client shall receive a
          credit to their account equal to [***] of that month's service fees
          excluding rebilled circuit charges.

3.        [***] Availability in any given calendar month, Client shall receive a
          credit to their account equal to [***] of that month's service fees,
          excluding rebilled circuit charges.

If USi fails to meet [***] Availability for [***] calendar months, Client may
terminate this Product Schedule without penalty, regardless of any term
remaining on the Agreement, without liability to either party for penalties or
damages associated with such termination and upon thirty (30) days prior written
notice to USi.

REMEDY: (PHASE 2)

In the event USi is unable to provide an Internet client access to the custom
hosting server with:

1.      [***] Availability in any given calendar month, Client shall receive a
         credit to their account equal to [***] of that month's service fees
         excluding rebilled circuit charges.

2.      [***] Availability in any given calendar month, Client shall receive a
        credit to their account equal to [***] of that month's service fees
        excluding rebilled circuit charges.

3.      [***] Availability in any given calendar month, Client shall receive a
        credit to their account equal to [***] of that month's service fees,
        excluding rebilled circuit charges.

If USi fails to meet [***] Availability for [***], Client may terminate this
Product Schedule without penalty, regardless of any term remaining on the
Agreement, without liability to either party for penalties or damages associated
with such termination and upon thirty (30) days prior written notice to USi.

"Availability" percentage shall be calculated as follows:

                                     [***]

where "n" is the total number of hours in any given calendar month, and "x" is
the Availability percentage.

Specifically excluded from "n" in this calculation and exceptions to the levels
of Availability provided herein are (a) [***]; (b) reasons of Force Majeure (as
defined in Section 12.8 of the Agreement); (c) issues associated with [***] not
on [***] list; (d) use of unapproved or [***] and/or; (e) issues arising from
the [***] by Client, its employees, agents, customers or contractors.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                     Page 2
<PAGE>   13

In the event of a Force Majeure event, the Client shall have the option of
canceling this Product Schedule with USi if the resulting total outage time is
greater than [***] in any [***] period, without liability to either party for
penalties or damages associated with such outages or termination and upon thirty
(30) days prior written notice to USi.

The remedies stated in this Section are Client's sole and exclusive remedies for
service interruption.

CLIENT RESPONSIBILITIES:      This section describes Client's additional
                              responsibilities under this Agreement.

1.      Client will designate qualified personnel to act as liaisons between
        Client and USi.

2.      Client is responsible for obtaining and complying with license terms for
        all Client-provided software, if any, which are sufficient to allow use
        of the software on the Hardware.

3.      Client is solely responsible for the Contents of its transmissions and
        the transmissions of Third Parties accessing the iMAP Solution through
        Client. Client agrees to comply with U.S. and International law with
        regard to the transmission of technical data which is exported from the
        United States through the iMAP Solution. Client further agrees not to
        use the iMAP Solution (a) for illegal purposes or (b) to interfere with
        or disrupt other network users, network services or network equipment.
        Interference or disruptions include, but are not limited to,
        distribution of unsolicited advertising or chain letters, propagation of
        computer worms and viruses, and use of the network to make unauthorized
        entry to any other machine accessible via the network. If USi finds a
        violation of the foregoing by Client, USi will immediately notify Client
        in writing, and Client will close the account f the party responsible
        for the violation within [***]. If Client fails to close the applicable
        account within [***], USi may suspend its services until such time as
        Client closes the applicable account.

4.      Client shall be responsible for providing USi with end user login names
        and passwords for the purpose of authenticating and authorizing Global
        Network access by end users to the iMAP Solution.

5.      Client shall be responsible for handling all communication, technical
        support to and business relations with end users who are the customers
        of Client including but not limited to responding to inquiries and
        questions.

6.      Client shall be responsible for providing to USi all information
        required for the Acceptance Test in a timely manner and in form directed
        by USi. Client shall participate in the Acceptance Testing in good faith
        and with all due diligence.

7.      Client shall provide USi with access to such hardware, software and
        network connections that reside on Client's premises as USi shall
        require.

8.      Client shall be responsible for obtaining and maintaining the following
        hardware and/or software:

        a.      Software Licenses: NAKS, Fulcrum, JavaVM, Apache, and
                PictureTalk

        Client may add or delete items from this list at any time.

9.      Client shall be responsible to perform the obligations set forth in the
        incorporated provisions of the Proposal.

OFFER EXPIRATION DATE:        SEPTEMBER 30, 1999

USINTERNETWORKING, INC.                 NIKU CORPORATION

/s/ William T. Price                    /s/ Martin Neiman
-----------------------------------     ----------------------------------------
(signature)                             (signature)

William T. Price
Vice President and General Counsel      MARTIN NEIMAN
                                        ----------------------------------------
                                        (printed name)

                                        CIO
                                        ----------------------------------------
                                        (title)

9/30/99                                 9/30/99
-----------------------------------     ----------------------------------------
(date)                                  (date)

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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