EXHIBIT 10.5

FORM OF INDEMNIFICATION
AGREEMENT

This
Indemnity Agreement, dated as of ________, 2009, is made by and between Unify
Corporation, a Delaware corporation (the Company), and
_________________________ (the Indemnitee).

RECITALS

A. The
Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for the Companys directors, officers, employees and other agents, the
cost of such insurance and the general reductions in the coverage of such
insurance;

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

C. The
Company desires to attract and retain the services of talented and experienced
individuals, such as Indemnitee, to serve as directors, officers, employees and
agents of the Company and its subsidiaries and wishes to indemnify its
directors, officers, employees and other agents to the maximum extent permitted
by law;

D. Section
145 of the General Corporation Law of Delaware, under which the Company is
organized (Section
145), empowers the Company to
indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors,
officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive.

E. In order
to induce Indemnitee to serve or continue to serve as a director, officer,
employee or agent of the Company and/or one or more subsidiaries of the Company
free from undue concern for claims for damages arising out of or related to such
services to the Company and/or one or more subsidiaries of the Company, the
Company has determined and agreed to enter into this Agreement with
Indemnitee.

AGREEMENT

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

1. Definitions. As used in this Agreement:

(a) Agent means any
person who is or was a director, officer, employee or other agent of the Company
or a subsidiary of the Company; or is or was serving at the request of, for the
convenience of, or to represent the interests of the Company or a subsidiary of
the Company as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise; or
was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the Company or a subsidiary of the
Company, or was a director, officer, employee or agent of another enterprise at
the request of, for the convenience of, or to represent the interests of such
predecessor corporation.

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(b) Board means the Board of
Directors of the Company.

(c) A
Change in Control shall be deemed to have occurred if (i) any person,
as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
is or becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the total voting power represented by the Companys then
outstanding voting securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board, together
with any new directors whose election by the Board or nomination for election by
the Companys stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination was previously so approved, cease for any
reason to constitute a majority of the Board, (iii) the stockholders of the
Company approve a merger or consolidation or a sale of all or substantially all
of the Companys assets with or to another entity, other than a merger,
consolidation or asset sale that would result in the holders of the Companys
outstanding voting securities 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 or successor entity
outstanding immediately thereafter, or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company.

(d) Expenses shall include all
out-of-pocket costs of any type or nature whatsoever (including, without
limitation, all attorneys fees and related disbursements), actually and
reasonably incurred by the Indemnitee in connection with either the
investigation, defense or appeal of a Proceeding or establishing or enforcing a
right to indemnification under this Agreement, or Section 145 or otherwise;
provided, however, that Expenses shall not include any judgments, fines, ERISA
excise taxes or penalties, or amounts paid in settlement of a
Proceeding.

(e) Independent Counsel means a
law firm, or a partner (or, if applicable, member) of such a law firm, that is
experienced in matters of corporation law and neither currently is, nor in the
past five years has been, retained to represent: (i) the Company or the
Indemnitee in any matter material to either such party or (ii) any other party
to or witness in the proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term Independent Counsel shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or the Indemnitee in an action to determine the Indemnitees
rights under this Agreement.

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(f) Proceeding means any
threatened, pending, or completed action, suit or other proceeding, whether
civil, criminal, administrative, or investigative.

(g) Subsidiary means any
corporation of which more than 50% of the outstanding voting securities is owned
directly or indirectly by the Company, by the Company and one or more other
subsidiaries, or by one or more other subsidiaries.

2.
Agreement to Serve. The Indemnitee agrees to serve and/or continue to
serve as an Agent of the Company, at its will (or under separate agreement, if
such agreement exists), in the capacity the Indemnitee currently serves as an
Agent of the Company, so long as the Indemnitee is duly appointed or elected and
qualified in accordance with the applicable provisions of the Bylaws of the
Company or any subsidiary of the Company or until such time as the Indemnitee
tenders his or her resignation in writing; provided, however, that nothing
contained in this Agreement is intended to create any right to continued
employment by the Indemnitee.

3.
Liability Insurance.

(a) Maintenance of D&O Insurance. The Company hereby
covenants and agrees that, so long as the Indemnitee shall continue to serve as
an Agent of the Company and thereafter so long as the Indemnitee shall be
subject to any possible Proceeding by reason of the fact that the Indemnitee was
an Agent of the Company, the Company, subject to Section 3(c), shall promptly
obtain and maintain in full force and effect directors and officers liability
insurance (D&O Insurance) in reasonable
amounts from established and reputable insurers, as more fully described
below.

(b) Rights and Benefits. In all policies of D&O
Insurance, the Indemnitee shall qualify as an insured in such a manner as to
provide the Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Companys independent directors (as defined by the
insurer) if the Indemnitee is such an independent director; of the Companys
non-independent directors if the Indemnitee is not an independent director; of
the Companys officers if the Indemnitee is an officer of the Company; or of the
Companys key employees, if the Indemnitee is not a director or officer but is a
key employee.

(c) Limitation on Required Maintenance of D&O
Insurance. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines in
good faith that: such insurance is not reasonably available; the premium costs
for such insurance are disproportionate to the amount of coverage provided; the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit; the Indemnitee is covered by similar insurance maintained
by a subsidiary of the Company; the Company is to be acquired and a tail policy
of reasonable terms and duration is purchased for pre-closing acts or omissions
by the Indemnitee; or the Company is to be acquired and D&O Insurance will
be maintained by the acquirer that covers pre-closing acts and omissions by the
Indemnitee.

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4.
Mandatory Indemnification. Subject to the terms of this
Agreement:

(a) Third Party Actions. If the Indemnitee is a person who
was or is a party or is threatened to be made a party to any Proceeding (other
than an action by or in the right of the Company) by reason of the fact that the
Indemnitee is or was an Agent of the Company, or by reason of anything done or
not done by the Indemnitee in any such capacity, the Company shall indemnify the
Indemnitee against all Expenses and liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and
penalties, and amounts paid in settlement) actually and reasonably incurred by
the Indemnitee in connection with the investigation, defense, settlement or
appeal of such Proceeding, provided the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
Proceeding, had no reasonable cause to believe his or her conduct was
unlawful.

(b) Derivative Actions. If the Indemnitee is a person who
was or is a party or is threatened to be made a party to any Proceeding by or in
the right of the Company by reason of the fact that the Indemnitee is or was an
Agent of the Company, or by reason of anything done or not done by the
Indemnitee in any such capacity, the Company shall indemnify the Indemnitee
against all Expenses actually and reasonably incurred by the Indemnitee in
connection with the investigation, defense, settlement or appeal of such
Proceeding, provided the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company; except that no indemnification under this Section 4(b) shall be
made in respect to any claim, issue or matter as to which the Indemnitee shall
have been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the Delaware Court of Chancery
or the court in which such Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such amounts which the Delaware Court of Chancery or such other
court shall deem proper.

(c) Actions where Indemnitee is Deceased. If the
Indemnitee is a person who was or is a party or is threatened to be made a party
to any Proceeding by reason of the fact that the Indemnitee is or was an Agent
of the Company, or by reason of anything done or not done by the Indemnitee in
any such capacity, and if, prior to, during the pendency of or after completion
of such Proceeding the Indemnitee is deceased, the Company shall indemnify the
Indemnitees heirs, executors and administrators against all Expenses and
liabilities of any type whatsoever to the extent the Indemnitee would have been
entitled to indemnification pursuant to this Agreement were the Indemnitee still
alive.

(d) Certain Terminations. The termination of any
Proceeding or of any claim, issue, or matter therein by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself create a presumption that the Indemnitee did not act in
good faith and in a manner which the Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to any
criminal action or Proceeding, that the Indemnitee had reasonable cause to
believe that the Indemnitees conduct was unlawful.

(e) Limitations. Notwithstanding the
foregoing, the Company shall not be obligated to indemnify the Indemnitee for
Expenses or liabilities of any type whatsoever for which payment is actually
made to or on behalf of the Indemnitee under an insurance policy, or under a
valid and enforceable indemnity clause, by-law or agreement.

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5.
Indemnification for Expenses in a Proceeding in Which the Indemnitee is
Whollyor Partly Successful.

(a) Successful Defense. Notwithstanding any other
provisions of this Agreement, to the extent the Indemnitee has been successful,
on the merits or otherwise, in defense of any Proceeding (including, without
limitation, an action by or in the right of the Company) in which the Indemnitee
was a party by reason of the fact that the Indemnitee is or was an Agent of the
Company at any time, the Company shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by or on behalf of the Indemnitee in
connection with the investigation, defense or appeal of such
Proceeding.

(b) Partially Successful Defense. Notwithstanding any
other provisions of this Agreement, to the extent that the Indemnitee is a party
to or a participant in any Proceeding (including, without limitation, an action
by or in the right of the Company) in which the Indemnitee was a party by reason
of the fact that the Indemnitee is or was an Agent of the Company at any time
and is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
the Indemnitee against all Expenses actually and reasonably incurred by or on
behalf of the Indemnitee in connection with each successfully resolved claim,
issue or matter.

(c) Dismissal. For purposes of this section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.

6.
Mandatory Advancement of Expenses. Subject to the terms of this Agreement
and following notice pursuant to Section 7(a) below, the Company shall advance
all Expenses reasonably incurred by the Indemnitee in connection with the
investigation, defense, settlement or appeal of any Proceeding to which the
Indemnitee is a party or is threatened to be made a party by reason of the fact
that the Indemnitee is or was an Agent of the Company (unless there has been a
final determination that the Indemnitee is not entitled to indemnification for
such Expenses) upon receipt of (i) an undertaking by or on behalf of the
Indemnitee to repay the amount advanced in the event that it shall ultimately be
determined that the Indemnitee is not entitled to indemnification by the Company
and (ii) satisfactory documentation supporting such Expenses. Such advances are
intended to be an obligation of the Company to the Indemnitee hereunder and
shall in no event be deemed to be a personal loan. The advances to be made
hereunder shall be paid by the Company to the Indemnitee within twenty (20) days
following delivery of a written request therefor by the Indemnitee to the
Company.

7. Notice
and Other Indemnification Procedures.

(a) Notice by Indemnitee. Promptly after receipt by the
Indemnitee of notice of the commencement of or the threat of commencement of any
Proceeding, the Indemnitee shall, if the Indemnitee believes that
indemnification with respect thereto may be sought from the Company under this
Agreement, notify the Company in writing of the commencement or threat of
commencement thereof.

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(b) Insurance. If the Company receives notice pursuant to
Section 7(a) hereof of the commencement of a Proceeding that may be covered
under D&O Insurance then in effect, the Company shall give prompt notice of
the commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.

(c) Defense. In the event the Company shall be obligated
to pay the Expenses of any Proceeding against the Indemnitee, the Company shall
be entitled to assume the defense of such Proceeding, with counsel selected by
the Company and approved by the Indemnitee (which approval shall not be
unreasonably withheld), upon the delivery to the Indemnitee of written notice of
its election so to do. After delivery of such notice, and the retention of such
counsel by the Company, the Company will not be liable to the Indemnitee under
this Agreement for any fees of counsel subsequently incurred by the Indemnitee
with respect to the same Proceeding, provided that (i) the Indemnitee shall have
the right to employ his or her own counsel in any such Proceeding at the
Indemnitees expense; and (ii) the Indemnitee shall have the right to employ his
or her own counsel in any such Proceeding at the Companys expense if (A) the
Company has authorized the employment of counsel by the Indemnitee at the
expense of the Company, (B) the Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and the Indemnitee in
the conduct of any such defense, (C) after a Change in Control not approved by a
majority of the members of the Board who were directors immediately prior to
such Change in Control, the employment of counsel by Indemnitee has been
approved by Independent Counsel, or (D) the Company shall not, in fact, have
employed counsel to assume the defense of such Proceeding.

8. Right
to Indemnification.

(a) Right to Indemnification. In the event that Section
5(a) is inapplicable, the Company shall indemnify the Indemnitee pursuant to
this Agreement unless, and except to the extent that, it shall have been
determined by one of the methods listed in Section 8(b) that the Indemnitee has
not met the applicable standard of conduct required to entitle the Indemnitee to
such indemnification.

(b) Determination of Right to Indemnification. A
determination of the Indemnitees right to indemnification hereunder shall be
made at the election of the Board by (i) a majority vote of directors who are
not parties to the Proceeding for which indemnification is being sought, even
though less than a quorum, or by a committee consisting of directors who are not
parties to the Proceeding for which indemnification is being sought, who, even
though less than a quorum, have been designated by a majority vote of the
disinterested directors, or (ii) if there are no such disinterested directors or
if the disinterested directors so direct, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to the Indemnitee, or
(iii) by the stockholders of the Company if solicited by the Indemnitee with all
solicitation expenses borne entirely by the Indemnitee; provided, however, that,
following any Change in Control not approved by a majority of the members of the
Board who were directors immediately prior to such Change in Control, such
determination shall be made by an Independent Counsel as specified in clause
(ii) above.

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(c) Submission for Decision. As soon as practicable, and
in no event later than thirty (30) days after the Indemnitees written request
for indemnification, the Board shall select the method for determining the
Indemnitees right to indemnification. The Indemnitee shall cooperate with the
person or persons or entity making such determination with respect to the
Indemnitees right to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to the Indemnitee and reasonably necessary to such
determination. Any Independent Counsel, member of the Board or stockholder of
the Company shall act reasonably and in good faith in making a determination
regarding the Indemnitees entitlement to indemnification under this
Agreement.

(d) Application to Court. If (i) the claim for
indemnification or advancement of Expenses is denied, in whole or in part, (ii)
no disposition of such claim is made by the Company within ninety (90) days
after the request therefor, (iii) the advancement of Expenses is not timely made
pursuant to Section 6 of this Agreement or (iv) payment of indemnification is
not made pursuant to Section 5 of this Agreement, the Indemnitee shall have the
right to apply to the Delaware Court of Chancery, the court in which the
Proceeding is or was pending or any other court of competent jurisdiction, for
the purpose of enforcing the Indemnitees right to indemnification (including
the advancement of Expenses) pursuant to this Agreement.

(e) Expenses Related to the Enforcement or Interpretation of
this Agreement. The Company shall indemnify the Indemnitee against all
reasonable Expenses incurred by the Indemnitee in connection with any hearing or
proceeding under this Section 8 involving the Indemnitee and against all
reasonable Expenses incurred by the Indemnitee in connection with any other
proceeding between the Company and the Indemnitee involving the interpretation
or enforcement of the rights of the Indemnitee under this Agreement, unless a
court of competent jurisdiction finds that each of the claims and/or defenses of
the Indemnitee in any such proceeding was frivolous or made in bad
faith.

9.
Exceptions. Any other provision herein to the contrary notwithstanding,
theCompany shall not be
obligated:

(a) Claims Initiated by Indemnitee. To indemnify or
advance Expenses to the Indemnitee with respect to Proceedings or claims
initiated or brought voluntarily by the Indemnitee and not by way of defense,
with a reasonable allocation where appropriate, unless (i) such indemnification
is expressly required to be made by law, (ii) the Proceeding was authorized by
the Board, (iii) such indemnification is provided by the Company, in its sole
discretion, pursuant to the powers vested in the Company under the General
Corporation Law of Delaware or (iv) the Proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or
law or otherwise as required under Section 145 in advance of a final
determination;

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

(c) Unauthorized Settlements. To indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of a Proceeding unless
the Company consents to such settlement, which consent shall not be unreasonably
withheld;

(d) Claims Under Section 16(b). To indemnify the
Indemnitee for Expenses and the payment of profits made from the purchase and
sale (or sale and purchase) by the Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or similar provisions of state statutory law or common law;
or

(e) Payments Contrary to Law. To indemnify or advance
Expenses to the Indemnitee for which payment is prohibited by applicable
law.

10.
Non-Exclusivity. The provisions for indemnification and advancement of
Expenses set forth in this Agreement shall not be deemed exclusive of any other
rights which the Indemnitee may have under any provision of law, the Companys
Certificate of Incorporation or Bylaws, the vote of the Companys stockholders
or disinterested directors, other agreements, or otherwise, both as to action in
the Indemnitees official capacity and as to action in another capacity while
occupying the Indemnitees position as an Agent of the Company, and the
Indemnitees rights hereunder shall continue after the Indemnitee has ceased
acting as an Agent of the Company and shall inure to the benefit of the heirs,
executors and administrators of the Indemnitee.

11.
Permitted Defenses. It shall be a defense to any action for which a claim
for indemnification is made under this Agreement (other than an action brought
to enforce a claim for Expenses pursuant to Section 6 hereof, provided that the
required undertaking has been tendered to the Company) that the Indemnitee is
not entitled to indemnification because of the limitations set forth in Sections
4 and 9 hereof. Neither the failure of the Company (including its Board of
Directors) or an Independent Counsel to have made a determination prior to the
commencement of such enforcement action that indemnification of the Indemnitee
is proper in the circumstances, nor an actual determination by the Company
(including its Board of Directors) or an Independent Counsel that such
indemnification is improper, shall be a defense to the action or create a
presumption that the Indemnitee is not entitled to indemnification under this
Agreement or otherwise.

12.
Subrogation. In the event the Company is obligated to make a payment
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery under an insurance policy or any other
indemnity agreement covering the Indemnitee, who shall execute all documents
required and take all action that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights (provided
that the Company pays the Indemnitees costs and expenses of doing so),
including without limitation by assigning all such rights to the extent of such
indemnification or advancement of Expenses.

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13.
Survival of Rights.

(a) All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee is an Agent of the Company
and shall continue thereafter so long as Indemnitee shall be subject to any
possible claim or threatened, pending or completed Proceeding by reason of the
fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company, 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.

14.
Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent permitted by law,
including those circumstances in which indemnification would otherwise be
discretionary.

15.
Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of the
Agreement (including, without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and to give
effect to Section 14 hereof.

16.
Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless it is in a writing signed by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

17.
Notice. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
(a) upon delivery if delivered by hand to the party to whom such notice or other
communication shall have been directed, (b) if mailed by certified or registered
mail with postage prepaid, return receipt requested, on the third business day
after the date on which it is so mailed, (c) one business day after the business
day of deposit with a nationally recognized overnight delivery service,
specifying next day delivery, with written verification of receipt, or (d) on
the same day as delivered by confirmed facsimile transmission if delivered
during business hours or on the next successive business day if delivered by
confirmed facsimile transmission after business hours.Addresses for notice to either party shall be as shown on the signature
page of this Agreement, or to such other address as may have been furnished by
either party in the manner set forth above.

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18.
Governing Law. This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware as applied to contracts
between Delaware residents entered into and to be performed entirely within
Delaware. This Agreement is intended to be an agreement of the type contemplated
by Section 145 (f) of the General Corporation Law of Delaware.

19.
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforcement is sought needs to be
produced to evidence the existence of this Agreement.

The parties hereto have entered into
this Indemnity Agreement effective as of the date first above
written.

|Indemnitee:                |  | The
      Company:     
|-------------------------- |  | -----------------------
|                           |  |                        
|                           |  | UNIFY
      CORPORATION
|                           |  |                        
|[Name
      of Indemnitee] |  | By:                    
|                           |  |                        
|Address:                   |  |                        
|                           |  |                        

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