exv10w17






Exhibit 10.17




Consulting Agreement


This Agreement is entered into as of October 1, 2004 (the “Effective Date”) by and between
Alexander Ott (dba CrossContinentalVentures), Berwyn, Pa, USA (hereinafter the “Consultant”), and
Qlik Technologies Inc., a Delaware corporation (hereinafter the “Company”).



Whereas the Consultant has experience and expertise in executive level corporate management;




     Whereas the Company desires to engage the services of Consultant and Consultant desires
to provide such consulting services to the Company as an independent contractor on
such matters within the experience and expertise of the Consultant, under the terms
and conditions contained herein.




Therefore, the parties agree as follows:





	1.	 	Consulting Services
	 
	1.1.	 	     The Consultant shall provide the Company with guidance and advice on general corporate
matters, strategy, sales management, and strategic business development (hereinafter:
“Consulting Services”).
	 
	1.2.	 	     The Consultant undertakes to provide the Consulting Services and perform his obligations
under this Agreement with the highest degree of professionalism and to the full satisfaction
of the Company and in accordance with the terms of this Agreement.
	 
	1.3.	 	     The Services shall be regularly provided in the Company’s offices or in other locations as
reasonably necessary and practical. During the Initial Term (as defined below) of this
Agreement, Consultant will devote an average of approximately sixteen hours per week to the
performance of the Consulting Services. If applicable, during the Second Term (as defined
below) of this Agreement, Consultant will devote an average of approximately eight hours per
week to the performance of the Consulting Services.
	 
	1.4.	 	     If not sooner terminated pursuant to Section 4, this Agreement shall terminate on September
30, 2005 (the “Initial Term”); provided, however, that the term of this Agreement may be
extended for one additional year, starting on October 1, 2005 through September 30, 2006 (the
“Second Term”), by written consent of the Company and the Consultant.




 









 












	2.	Status of Parties
	 
	 	The Consultant is an independent contractor (not an employee or other agent) solely
responsible for the manner and hours in which the Consulting Services are performed. The
parties hereby deny and waive any demand, claim and/or allegation that an employment
relationship of any kind has resulted from this Agreement. The Consultant
acknowledges and agrees that he shall be solely responsible for all taxes, withholdings and
other statutory, regulatory or contractual obligations of any sort (including, but not
limited to, those relating to workers’ compensation, disability insurance, Social Security,
unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and
is not entitled to participate in any employee benefit plans, fringe benefit programs, group
insurance arrangements or similar programs of the Company. The Consultant agrees to
indemnify the Company from any and all claims, damages, liability, settlement, attorneys’
fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement.
If the Consultant is an entity, it will
ensure that its employees and agents are bound in writing to the Consultant’s obligations
under this Agreement.
	 
	3.	Compensation






	3.1.	 	In consideration for rendering the Consulting Services in the scope detailed in Section 1
above, the Company shall:






	(a)	 	     Monthly fee: Pay the Consultant a sum of US$10,000 per month during the Initial Term and a
sum of US $5,000 per month during the Second Term (if any); Payable in arrears within 10
business days after receiving an invoice from the Consultant;
	 
	(b)	 	     Out of Pocket/ Travel Expenses: Reimburse the Consultant for all customary out of pocket and
travel expenses incurred on the Company’s behalf in accordance with the Company’s expense
reimbursement policy as in effect from time to time;
	 
	(c)	 	     Stock Options: Subject to the approval of the Company’s Board of Directors and the terms and
conditions of the Company’s 2004_Omnibus Stock Option and Award Plan (the “Plan”) and the
applicable stock option agreement (to be executed by Consultant), Consultant will be granted
(i) an option to purchase up to 722,404 shares of the Company’s Series A Common Stock, $0.0001
par value per share (the “First Option”), and (ii) an option to purchase up to 361,202 shares
of the Company’s Series A Common Stock, $0.0001 par value per share (the “Second Option” and,
together with the First Option, the “Options”).
	 
		 	3.2 Vesting:






	a.	 	The shares subject to the First Option shall vest in a series of successive equal monthly
installments upon Consultant’s completion of each of the 12 months of continuous Consulting
Services following the Effective Date. In the event that the Company is subject to a Change
of Control (as defined in the Plan) before the Consultant’s service terminates, the shares
subject to the First Option shall vest in full.




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	b.	 	The shares subject to the Second Option shall vest in a series of successive equal monthly
installments upon Consultant’s completion of each of the 12 months of continuous Consulting
Services following the first anniversary of the Effective Date. In the event that the Company
is subject to a Change of Control (as defined in the Plan) before the Consultant’s service
terminates, the shares subject to the Second Option shall vest in full.






	 	3.3 Exercise Price and Term: The exercise price per share for the Options shall be
equal to the fair market value per share on the date the Options are granted. The Options will
be exercisable for a period of one year following the Termination of Services (as defined in
the Plan).
	 
	 	3.4. Other than as set forth in this Section 3 (Compensation), the Consultant shall not be
entitled to any other compensation (monetary, equity or otherwise) in respect of the Consulting
Services rendered by him to the Company.





	 
	4.	 	Term of the Agreement
	 
	4.1.	 	     This Agreement shall commence on the Effective Date and shall continue to be in effect unless
terminated earlier as provided in this Section 4.
	 
	4.2.	 	     If either party breaches a material provision of this Agreement, the other party may
terminate this Agreement upon five days written notice, unless the breach is cured within
thirty days of written notice of such breach. The Company also may terminate this Agreement
at any time, with or without cause, upon thirty days written notice, but, if (and only if)
such termination is without cause, the Company shall upon such termination pay the Consultant
all unpaid amounts due for the Consulting Services completed prior to notice of such
termination. The Company may communicate the obligations contained in this Agreement to any
other (or potential) client or employer of Consultant. Consultant may also terminate this
Agreement at any time, with or without cause, upon thirty days written notice.
	 
	4.3.	 	     Upon termination (as specified in this Section 4), Consultant shall use best reasonable
efforts to promptly deliver to the Company, all equipment, lists of clients and customers,
computer discs and software, correspondence, documents, samples and any other property or
material whatsoever of, or relating to the business of, the Company and in the possession or
under the control of the Consultant, and the Consultant shall not be entitled to and shall not
retain copies thereof.
	 
	4.4.	 	     Upon such termination all rights and duties of the parties toward each other shall cease
except those under Sections 2, 4, 5, 6 and 7 of this Agreement and any remedies for breach of
this Agreement and Appendix A, which shall survive termination of this Agreement.
	 
	5.	 	     Confidentiality, Proprietary Rights and Non-competition — Consultant acknowledges that
Consultant will be exposed to confidential information related to the Company and might be
involved in the development of work of products, ideas and/or work of authorship created in
connection with the Consulting Services provided to the Company under this Agreement.
Therefore, the acceptance and signature of the Confidentiality, Proprietary Rights and Non-




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	 	 	competition letter by the Consultant attached as Appendix A is a prerequisite to entering into this
Agreement.
	 
	6.	 	No Conflicting Obligations
	 
	6.1.	 	     Consultant certifies that Consultant has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would preclude Consultant from
complying with the provisions hereof, and further certifies that Consultant will not enter
into any such conflicting Agreement during the term of this Agreement.
	 
	6.2.	 	     The Consultant will not disclose to the Company any confidential information or material
belonging to a third party, including that belonging to any prior employer, contractor, or
other customer unless the Consultant has first received the written approval of that third
party and presents such approval to the Company.
	 
	7.	 	     Ownership of Inventions — The Company and Consultant acknowledge and agree that it is the
Company’s and Consultant’s intent that the results of Consultant’s service as a Consultant
shall be limited to consulting matters, and shall not result in the development of any
proprietary technology or intellectual property rights. Without derogating from any of the
provisions of this Agreement, the Consultant represents that any inventions relating to the
Company’s business activity or the Company’s products are the sole and exclusive property of
the Company and that the Consultant has no rights to any such inventions or confidential
information related thereto. Notwithstanding the foregoing, the company is aware that
Consultant may use certain concepts in his consulting services provided to Company, which
Company will agree to own non-exclusively (with Consultant), so long as set concepts do not
violate Consultant’s obligation under the confidentiality section set forth above.
	 
	8.	 	General
	 
	8.1.	 	     The provisions of this Agreement are personal to the Consultant, and the Consultant may not
assign any of the rights or obligations hereunder without the prior written consent of the
Company. The Company may assign its rights and obligations hereunder to a subsidiary or
affiliate of the Company or to a purchaser of all or part of the Company’s assets or shares.
	 
	8.2.	 	     Either party’s failure at any time to require strict compliance by the other party of the
provisions of this Agreement shall not diminish such party’s right thereafter to demand strict
compliance therewith or with any other provision. Waiver of any particular default shall not
waive any other default.
	 
	8.3.	 	     All disputes with respect to this Agreement shall be resolved in in accordance with the laws
of the State of Delaware.
	 
	8.4.	 	     In the event that any provision of this Agreement shall be deemed unlawful or otherwise
unenforceable, such provision shall be modified to the extent necessary as to render it




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	 	 	enforceable, or in the alternative, severed from this Agreement and the balance of the Agreement
shall continue in full force and effect.
	 
	8.5.	 	     This Agreement, together with its Appendix, contains and sets forth the entire agreement and
understanding between the parties with respect to the subject matter contained herein, and
such supersedes all prior discussions, agreements, representations and understandings in this
regard. This Agreement shall not be modified except by an instrument in writing signed by both
parties.
	 
	8.6.	 	     The captions contained herein are for the convenience of the parties only and shall not
affect the construction or interpretation of any provision hereof.
	 
	8.7.	 	     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
	 
	8.8.	 	     Limitation of Liability. Consultant shall not be liable for damages caused to the Company as
a result of performing the Services, other than direct damages caused as a result of
Consultant’s intentional wrongdoing or bad faith. In any event, the total liability is
limited to the amount of consulting fees received under this agreement.
	 
	8.9.	 	     Director’s and Officer’s insurance — Company hereby acknowledges that it will make a best
efforts attempt to secure within 60 days of the date of the financing led by Accel Partners
and JVP adequate D&O insurance coverage (as determined solely by the board of Directors) that
would cover the Consultant for his work as a Board Director as well as a Consultant to the
Company.
	 
	 	 	     In witness whereof, the duly authorized representative of the Company and the Consultant have
executed this Agreement as of the Effective Date.





	 	 	 	 	 	 	 
	/s/ ALEX OTT	 	 	 	QLIKTECH INTERNATIONAL AB 
	 

	 	 	 	MANS HULTMAN


	Title:	 

	 	 	 	CEO
	 	 

	 	 	 	 







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