**EXHIBIT 10.01****INTERWOVEN, INC.****INDEMNITY AGREEMENT**     This Indemnity Agreement (the “***Agreement***”), dated as of                      , is made by and betweenInterwoven, Inc., a Delaware corporation (the “***Company***”), and                     (the “***Indemnitee***”), who is an Indemnifiable Person, as defined in Section 1.6 of this Agreement.**RECITALS**     A. The Company is aware that competent and experienced persons are increasingly reluctant toserve as representatives of corporations unless they are protected by comprehensive liabilityinsurance and/or indemnification, due to increased exposure to litigation costs and risks resultingfrom their service to such corporations, and due to the fact that the exposure frequently bears norelationship to the compensation of such representatives;     B. The members of the Board of Directors of the Company (the “***Board***”), based on theirexperience as business managers, have concluded that to retain and attract talented and experiencedindividuals to serve as representatives of the Company, and to encourage such individuals to takethe business risks necessary for the success of the Company, it is necessary for the Company tocontractually indemnify them, and to assume for itself maximum liability for Expenses and OtherLiabilities in connection with claims against such representatives in connection with their serviceto the Company;     C. Section 145 of the Delaware General Corporation Law, under which the Company is organized(“***Section 145***” of the “***Delaware Law***”), empowers the Company to indemnify by agreement its officers,directors, employees and agents, and persons who serve, at the request of the Company, asdirectors, officers, employees or agents of other corporations, partnerships, joint ventures,trusts or other enterprises, and expressly provides that the indemnification provided by Section145 is not exclusive; and     D. The Company desires and has requested that Indemnitee serve or continue to serve as arepresentative of the Company free from undue concern for claims for damages arising out of orrelated to Indemnitee’s services to the Company.**AGREEMENT**     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:     **1. ****Definitions****.**For purposes of this Agreement, the following terms have the meaningsas set forth below:          1.1 An “***Affiliate***” of the Company is any corporation, partnership, limited liability company,joint venture, trust or other enterprise for which Indemnitee is, was or will beserving as a director, officer, trustee, manager, member, partner, employee, agent, attorney,
 

 
consultant, fiduciary, or in any other similar capacity at the request, election or direction ofthe Company, and including, but not limited to, any employee benefit plan of the Company.          1.2 A “***Change in Control***” means the earliest to occur after the date of the Agreement of anyof the following events:               (a) Acquisition of Stock by Third Party. Any “person” (as such term is used inSections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than aSubsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of theCompany or Subsidiary, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under saidAct), directly or indirectly, of securities of the Company representing 20% or more of the totalvoting power represented by the Company’s then-outstanding capital stock;               (b) Change in Board of Directors. During any period of two consecutive years,individuals who at the beginning of such period constitute the Board and any new director whoseelection by the Board or nomination for election by the Company’s stockholders was approved by avote of at least two-thirds (2/3) of the directors then still in office who either were directorsat the beginning of the period or whose election or nomination for election was previously soapproved, cease for any reason to constitute a majority thereof;               (c) Corporate Transactions. The stockholders of the Company approve a merger orconsolidation of the Company with any other corporation, other than a merger or consolidation thatwould result in the outstanding capital stock of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into capital stockof the surviving entity) at least 80% of the total voting power represented by the capital stock ofthe Company or such surviving entity outstanding immediately after such merger or consolidation; or               (d) Liquidation. The stockholders of the Company approve a plan of completeliquidation of the Company or an agreement for the sale or disposition by the Company (in onetransaction or a series of transactions) of all or substantially all of the Company’s assets.          1.3 References to the “***Company***” in the context of Indemnitee’s service to, for or on behalf ofthe Company, shall include any Subsidiary and/or Affiliate of the Company for which Indemniteeserves as an Indemnifiable Person; in addition, the term “***Company***” includes, in the event of aChange in Control, (i) the resulting corporation, and (ii) any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify its directors, officersand employees or agents, so that if Indemnitee is or was a director, officer, employee or agent ofsuch constituent corporation, or is or was serving at the request of such constituent corporationas a director, officer, employee or agent of another corporation, partnership, joint venture trustor other enterprise, Indemnitee shall stand in the same position under the provisions of thisAgreement with respect to the resulting or surviving corporation as Indemnitee would have withrespect to such constituent corporation if its separate existence had continued.          1.4 “***Expenses***” includes all direct and indirect costs of any type or nature whatsoever(including, without limitation, all attorneys’ fees and related disbursements, and
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other out-of-pocket costs), paid or incurred by Indemnitee in connection with either the investigation,defense or appeal of, or being a witness in a Proceeding, or establishing or enforcing a right toindemnification under this Agreement, Section 145 or otherwise; provided, however, that Expensesshall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid insettlement of a Proceeding.          1.5 An “***Indemnifiable Event***” is any event or occurrence related to Indemnitee’s service forthe Company as an Indemnifiable Person, or by reason of anything done or not done, or any act oromission, by Indemnitee in any such capacity.          1.6 An “***Indemnifiable Person***” is any person who is or was a director, officer, employee,attorney, trustee, manager, member, partner, consultant or other agent or fiduciary of the Company.          1.7 “***Independent Counsel***” means legal counsel that has not performed services for the Companyor Indemnitee in the five years preceding the time in question and that would not, under applicablestandards of professional conduct, have a conflict of interest in representing either the Companyor Indemnitee.          1.8 “***Other Liabilities***” means any and all liabilities of any type whatsoever, including, butnot limited to, judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties,and amounts paid in settlement and all interest, taxes, assessments and other charges paid orpayable in connection with or in respect of any such judgments, fines, ERISA (or other benefitplan) related excise taxes or penalties, or amounts paid in settlement.          1.9 A “***Proceeding***” includes any threatened, pending, or completed action, suit or otherproceeding, whether civil, criminal, administrative, investigative, legislative or any other typewhatsoever, formal or informal, including any arbitration or other alternative dispute resolutionand including any appeal of any of the foregoing.          1.10 A “***Subsidiary***” of the Company is any corporation of which more than 50% of theoutstanding voting securities is owned directly by the Company.     **2. ****Agreement to Serve****.**Indemnitee agrees to serve and/or continue to serve theCompany as an Indemnifiable Person, in the capacity or capacities in which Indemnitee currentlyserves as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree toserve, at the will of the Company (or under separate agreement, if such agreement exists),faithfully and to the best of Indemnitee’s ability, until such time as Indemnitee’s service in aparticular capacity shall end according to the terms of an agreement, or in accordance with theapplicable provisions of the Company’s Certificate of Incorporation or Bylaws, governing law, orotherwise; *provided, however*, that Indemnitee may at any time and for any reason resign from suchposition (subject to any contractual obligation that Indemnitee may have assumed apart from thisAgreement) and that the Company shall have no obligation under this Agreement to continue to employIndemnitee in such capacity or capacities.
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     **3. ****Directors’ and Officers’ Insurance****.**          3.1 Reasonable Efforts. So long as Indemnitee shall continue to serve the Company asan Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claimor threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Companyshall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee asan insured (i) liability insurance issued by one or more reputable insurers and having the policyamount and deductible deemed appropriate by the Board and providing in all respects coverage atleast comparable to and in the same amount as that being provided to the Chairman of the Board, theChief Executive Officer or Chief Financial Officer of the Company when such insurance is purchased,and (ii) any replacement or substitute policies issued by one or more reputable insurers providingin all respects coverage at least comparable to and in the same amount as that being provided tothe Chairman of the Board, the Chief Executive Officer or Chief Financial Officer of the Companywhen such replacement or substitute policies are purchased (“***D&O Insurance***”). The purchase,establishment and maintenance of any such insurance or other arrangements shall not in any waylimit or affect the rights and obligations of the Company or of Indemnitee under this Agreementexcept as expressly provided herein, and the execution and delivery of this Agreement by theCompany and Indemnitee shall not in any way limit or affect the rights and obligations of theCompany or the other party or parties thereto under any such insurance or other arrangement.          3.2 Good Faith Determination. Notwithstanding the foregoing, the Company shall haveno obligation to obtain or maintain D&O Insurance if the Company determines in good faith that suchinsurance is not reasonably available, the premium costs for such insurance are disproportionate tothe amount of coverage provided, the coverage provided by such insurance is limited by exclusionsso as to provide an insufficient benefit, or Indemnitee is covered by similar insurance maintainedby a Subsidiary or Affiliate of the Company.     **4. ****Mandatory Indemnification****.**          4.1 Agreement to Indemnify. In the event Indemnitee is a person who was or is a partyto or witness in or is threatened to be made a party to or witness in any Proceeding by reason ofan Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and allExpenses and Other Liabilities incurred by Indemnitee in connection with (including in preparationfor) such Proceeding to the fullest extent not prohibited by the provisions of the Company’sCertificate of Incorporation, Bylaws and Delaware Law, as these may be amended from time to time,but only to the extent that such amendments permit the Company to provide broader indemnificationrights than the Certificate of Incorporation, Bylaws or Delaware Law permitted prior to theadoption of such amendment.          4.2 Exception for Amounts Covered by Directors’ and Officers’ Insurance.Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee forexpenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paiddirectly to Indemnitee by D&O Insurance.          4.3 Change in Law. In the event of any change, after the date of this Agreement, inany applicable law, statute or rule which expands the Company’s right, as a Delaware corporation,to indemnify an Indemnifiable Person, such changes shall be, *ipso facto,*within the purview ofIndemnitee’s rights and Company’s obligations, under this Agreement. In
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the event of any change in any applicable law, statute or rule which narrows the Company’s right, as a Delaware corporation,to indemnify an Indemnifiable Person, such changes, to the extent required by such law, statute orrule to be applied to this Agreement, shall have the effect on this Agreement and the parties’rights and obligations hereunder as is required by such law, statute or rule.     **5. ****Partial Indemnification and Contribution****.**          5.1 Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of any Expenses or OtherLiabilities but not entitled, however, to indemnification for the total amount of such Expenses orLiabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as tothe portion thereof to which Indemnitee is not entitled by the provisions of the Company’s Bylawsor Delaware Law. In any review or Proceeding to determine the extent of indemnification, theCompany shall bear the burden to establish, by clear and convincing evidence, the lack of asuccessful resolution of a particular claim, issue or matter and which amounts sought in indemnityare allocable to claims, issues or matters which were not successfully resolved.          5.2 Contribution. If the Indemnitee is not entitled to the indemnification providedin Section 4 for any reason other than the statutory limitations set forth in Delaware Law, then inrespect of any threatened, pending or completed proceeding in which the Company is jointly liablewith the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to theamount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred and paid or payable by the Indemnitee in such proportion as isappropriate to reflect (i) the relative benefits received by the Company on the one hand and theIndemnitee on the other hand from the transaction from which such proceeding arose and (ii) therelative fault of the Company on the one hand and of the Indemnitee on the other hand in connectionwith the events which resulted in such expenses, judgments, fines or settlement amounts, as well asany other relevant equitable considerations. The relative fault of the Company on the one hand andof the Indemnitee on the other hand shall be determined by reference to, among other things, theparties’ relative intent, knowledge, access to information and opportunity to correct or preventthe circumstances resulting in such expenses, judgments, fines or settlement amounts. The Companyagrees that it would not be just and equitable if contribution pursuant to this Section 5 weredetermined by pro rata allocation or any other method of allocation that does not take account ofthe foregoing equitable considerations.     **6. ****Mandatory Advancement of Expenses****.**If requested by Indemnitee, the Company shalladvance all Expenses reasonably incurred by Indemnitee in connection with (including in preparationfor) a Proceeding to which Indemnitee is a party or is threatened to be made a party by reason ofthe fact that Indemnitee is or was an Indemnifiable Person or by reason of anything done or notdone by him in any such capacity. Indemnitee hereby undertakes torepay such amounts advanced if, and only if and to the extent that, it shall ultimately bedetermined that Indemnitee is not entitled to be indemnified by the Company under the provisions ofthis Agreement, the Company’s Certificate of Incorporation or Bylaws, Delaware Law or otherwise.The advances to be made hereunder shall be paid by the Company to Indemnitee within thirty (30)days following delivery of a written request therefor by Indemnitee
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to the Company. Indemnitee’sundertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall notbe subject to the accrual or payment of any interest thereon.     **7. ****Notice and Other Indemnification Procedures****.**          7.1 Notification. Promptly following the time that Indemnitee has notice of thecommencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemniteebelieves that indemnification or advancement of Expenses may be sought from the Company under thisAgreement with respect to such Proceeding, notify the Company of the commencement or threat ofcommencement thereof. However, a failure to so notify the Company promptly following Indemnitee’sreceipt of such notice shall not relieve the Company from any liability that it may have toIndemnitee except to the extent that the Company is materially prejudiced in its defense of suchProceeding as a result of such failure.          7.2 Insurance and Other Matters. If the Company has D&O Insurance in effect at thetime a notice of the commencement of a Proceeding pursuant to Section 7.1 hereof is received, theCompany shall give prompt notice of the commencement of such Proceeding to the insurers inaccordance with the procedures set forth in the respective policies. The Company shall thereaftertake all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amountspayable as a result of such proceeding in accordance with the terms of such insurance policies.          7.3 Assumption of Defense. In the event the Company shall be obligated to advance theExpenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defenseof such Proceeding upon delivery of written notice to Indemnitee of its election to assume thedefense of such Proceeding, and upon Indemnitee’s approval of counsel designated by the Company(which approval shall not be unreasonably withheld) and retention of such counsel by the Company.Following delivery of such written notice, approval of such counsel by Indemnitee and the retentionof such counsel by the Company, the Company will not be liable to Indemnitee under this Agreementfor any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the sameProceeding; *provided that*(i) Indemnitee shall have the right to employ his own counsel in any suchProceeding at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ his own counselin connection with any such Proceeding, at the expense of the Company, if such counsel serves in areview, observer, advice and counseling capacity and does not otherwise materially control orparticipate in the defense of such Proceeding; and (iii) if (x) the employment of counsel byIndemnitee has been previously authorized by the Company, (y) Indemnitee shall have reasonablyconcluded that there may be a conflict of interest between the Company and Indemnitee in theconduct of any such defense and have notified the Board in writing of such conflict, or (z) theCompany fails to employ counsel to assume the defense of such Proceeding, then the fees andexpenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant tothe terms of this Agreement.          7.4 Settlement. The Company shall not be liable to indemnify Indemnitee under thisAgreement or otherwise for any amounts paid in settlement of any Proceeding effected without theCompany’s written consent. Neither the Company nor any Subsidiary or Affiliate of the Companyshall enter into a settlement of any Proceeding that might result in the imposition of any Expense,Other Liability, penalty, limitation or detriment on Indemnitee,
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whether indemnifiable under thisAgreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemniteeshall unreasonably withhold consent from any settlement of any Proceeding.     **8. ****Determination of Right to Indemnification**.          8.1 Success on the Merits or Otherwise. To the extent Indemnitee has been successfulon the merits or otherwise in defense of any Proceeding referred to in Section 4.1 of thisAgreement or in the defense of any claim, issue or matter described therein, the Company shallindemnify Indemnitee against Expenses actually and reasonably incurred by him in connection withthe investigation, defense or appeal of such proceeding, or such claim, issue or matter, as thecase may be.          8.2 Indemnification in Other Situations. In the event that Section 8.1 above isinapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnifyIndemnitee unless the Company shall prove by clear and convincing evidence to a forum listed inSection 8.3 below that Indemnitee has not met the applicable standard of conduct required toentitle Indemnitee to such indemnification.          8.3 Forum. Indemnitee shall be entitled to select the forum in which the validity ofthe Company’s claim under Section 8.2 hereof that Indemnitee is not entitled to indemnificationwill be heard from among the following:               (a) A quorum of the Board consisting of directors who are not parties to the Proceeding forwhich indemnification is being sought;               (b) A panel of three arbitrators, one of whom is selected by the Company, another of whom isselected by Indemnitee, and the last of whom is selected by the first two arbitrators so selected;or               (c) Independent Counsel selected by Indemnitee, and approved by the Board, which approval maynot be unreasonably withheld, which counsel shall make such determination in a written opinion.               The selected forum shall be referred to herein as the “***Reviewing Party***”. Notwithstanding theforegoing, following any Change in Control, the Reviewing Party shall be Independent Counselselected in the manner provided in (c) above.          8.4 Submission of Information to the Reviewing Party. As soon as practicable, and inno event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’schoice of forum pursuant to Section 8.3 above, the Company and Indemnitee shall each submit to theReviewing Party such information as they believe is appropriate for the Reviewing Party toconsider. The Reviewing Party shall arrive at its decisionwithin a reasonable period of time following the receipt of all such information from theCompany and Indemnitee but in no even later than thirty (30) days following the receipt of all suchinformation, provided that the time by which the Reviewing Party must reach a decision may beextended by mutual agreement of the Company and Indemnitee. All expenses associated
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with theprocess set forth in this Section 8.4, including but not limited to the Expenses of the ReviewingParty, shall be paid by the Company.          8.5 Delaware Court of Chancery. If the forum listed in Section 8.3 hereof selected byIndemnitee determines that Indemnitee is entitled to indemnification with respect to a Proceeding,such determination shall be final and binding on the Company. If the forum listed in Section 8.3hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification withrespect to a specific proceeding, Indemnitee shall have the right to apply to the Delaware Court ofChancery, the court in which that proceeding is or was pending or any other court of competentjurisdiction, for the purpose of determining whether Indemnitee is entitled to indemnification andenforcing Indemnitee’s right to indemnification pursuant to the Agreement.          8.6 Expenses. Notwithstanding any other provision in this Agreement to the contrary,the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connectionwith any hearing or Proceeding under this Section 8 involving Indemnitee and against all Expensesand Other Liabilities incurred by Indemnitee in connection with any other Proceeding between theCompany and Indemnitee involving the interpretation or enforcement of the rights of Indemniteeunder this Agreement unless a court of competent jurisdiction finds that each of the materialclaims and/or defenses of Indemnitee in any such Proceeding was frivolous or made in bad faith.          8.7 Determination of Good Faith. For purposes of any determination of whetherIndemnitee acted in “good faith,” Indemnitee shall be deemed to have acted in good faith if intaking or failing to take the action in question Indemnitee relied on the records or books ofaccount of the Company or a Subsidiary or Affiliate of the Company, including financial statements,or on information, opinions, reports or statements provided to Indemnitee by the officers or otheremployees of the Company or a Subsidiary or Affiliate of the Company in the course of their duties,or on the advice of legal counsel for the Company or a Subsidiary or Affiliate of the Company, oron information or records given or reports made to the Company or a Subsidiary or Affiliate of theCompany by an independent certified public accountant or by an appraiser or other expert selectedby the Company or a Subsidiary or Affiliate of the Company, or by any other person (including legalcounsel, accountants and financial advisors) as to matters Indemnitee reasonably believes arewithin such other person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company. In connection with any determination as to whetherIndemnitee is entitled to be indemnified hereunder, or to advancement of Expenses, the ReviewingParty or court shall presume that Indemnitee has satisfied the applicable standard of conduct andis entitled to indemnification or advancement of Expenses, as the case may be, and the burden ofproof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee isnot so entitled. The provisions of this Section 8.7 shall not be deemed to be exclusive or tolimit in any way the other circumstances in which Indemnitee may be deemed to have met theapplicable standard of conduct set forth in this Agreement. In addition, the knowledge and/oractions, or failures to act, of any other personserving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Personshall not be imputed to Indemnitee for purposes of determining the right to indemnificationhereunder.
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     **9. ****Exceptions****.**Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement:          9.1 Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemniteewith respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except with respect to Proceedings (a) specifically authorized by the Board, (b)brought to establish or enforce a right to indemnification and/or advancement of Expenses underthis Agreement, the Company’s Certificate of Incorporation or Bylaws, or any statute or law orotherwise, or (c) to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA orotherwise, but such indemnification or advancement of Expenses may be provided by the Company inspecific cases if the Board finds it to be appropriate; or          9.2 Unauthorized Settlements. To indemnify Indemnitee hereunder for any amounts paidin settlement of a Proceeding unless the Company consents in advance in writing to such settlement,which consent shall not be unreasonably withheld;          9.3 Section 16(b) Actions. To indemnify Indemnitee on account of any suit in whichjudgment is rendered against Indemnitee for an accounting of profits made from the purchase or saleby Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of theSecurities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, stateor local statutory law; or          9.4 Unlawful Indemnification. To indemnify Indemnitee for Other Liabilities if afinal decision by a court having jurisdiction in the matter shall determine that suchindemnification is not lawful or if such indemnification is otherwise prohibited by law. In thisrespect, the Company and Indemnitee have been advised that the Securities and Exchange Commissiontakes the position that indemnification for liabilities arising under the federal securities law isagainst public policy and is, therefore, unenforceable and that claims for indemnification shouldbe submitted to appropriate courts for adjudication.     **10. ****Non-exclusivity****.**The provisions for indemnification and advancement of Expensesset forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee mayhave under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote ofthe Company’s stockholders or disinterested directors, other agreements, or otherwise, both as toacts or omissions in Indemnitee’s official capacity and as to acts or omissions in another capacitywhile serving the Company as an Indemnifiable Person, and Indemnitee’s rights hereunder shallcontinue after Indemnitee has ceased serving the Company as an Indemnifiable Person and shall inureto the benefit of the heirs, executors and administrators of Indemnitee.     **11. ****General Provisions****.**          11.1 Interpretation of Agreement. It is understood that the parties hereto intendthis Agreement to be interpreted and enforced so as to provide indemnification and advancementof Expenses to Indemnitee to the fullest extent now or hereafter permitted by law, except asexpressly limited herein.
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          11.2 Severability. If any provision or provisions of this Agreement shall be held tobe invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality andenforceability of the remaining provisions of the Agreement (including, without limitation, allportions 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 inany way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions ofthis Agreement (including, without limitation, all portions of any paragraphs of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable and to give effect to Section 11.1 hereof.          11.3 Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.          11.4 Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary or desirable to securesuch rights and to enable the Company effectively to bring suit to enforce such rights.          11.5 Successors and Assigns. The terms of this Agreement shall bind, and shall inureto the benefit of, the successors and assigns of the parties hereto.          11.6 Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given if (a) delivered by hand and a receiptis provided by the party to whom such communication is delivered, (b) mailed by certified orregistered mail with postage prepaid, return receipt requested, on the signing by the recipient ofan acknowledgement of receipt form accompanying delivery through the U.S. mail, (c) by personalservice by a process server, (d) delivered to the recipient’s address by overnight delivery (e.g.,FedEx, UPS or DHL) or other commercial delivery service, (e) delivered by facsimile or (f)delivered electronically by email. Addresses for notice to either party are as shown on thesignature page of this Agreement, or as subsequently modified by written notice complying with theprovisions of this Section 11.5. Delivery of communications to the Company with respect to thisAgreement shall be sent to the attention of the Company’s General Counsel.          11.7 No Presumptions. For purposes of this Agreement, the termination of anyProceeding, by judgment, order, settlement (whether with or without court approval) or conviction,or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat Indemnitee did not meet any particular standard of conduct or have any particular belief orthat a court has determined that indemnification is not permitted by applicable law or otherwise.In addition, neither the failure of the Company nor of a Reviewing Party tohave made a determination as to whether Indemnitee has met any particular standard of conductor had any particular belief, nor an actual determination by the Company, or a Reviewing Party thatIndemnitee has not met such standard of conduct or did not have such
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belief, prior to thecommencement of Proceedings by Indemnitee to secure a judicial determination by exercisingIndemnitee’s rights under Section 8.5 of this Agreement shall be a defense to Indemnitee’s claim orcreate a presumption that Indemnitee has failed to meet any particular standard of conduct or didnot have any particular belief or is not entitled to indemnification under applicable law orotherwise.          11.8 Survival of Rights. The rights conferred on Indemnitee by this Agreement shallcontinue after Indemnitee has ceased to serve the Company as an Indemnifiable Person and shallinure to the benefit of Indemnitee’s heirs, executors and administrators.          11.9 Specific Performance, Etc. The parties recognize that if any provision of thisAgreement is violated by the Company, Indemnitee may be without an adequate remedy at law.Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee soelects, to institute Proceedings, either in law or at equity, to obtain damages, to enforcespecific performance, to enjoin such violation, or to obtain any relief or any combination of theforegoing as Indemnitee may elect to pursue.          11.10 Counterparts. This Agreement may be executed in counterparts, each of whichshall for all purposes be deemed to be an original but all of which together shall constitute oneand the same agreement. Only one such counterpart signed by the party against whom enforceabilityis sought needs to be produced to evidence the existence of this Agreement.          11.11 Headings. The headings of the sections and paragraphs of this Agreement areinserted for convenience only and shall not be deemed to constitute part of this Agreement or toaffect the construction or interpretation thereof.          11.12 Governing Law. This Agreement shall be governed exclusively by and construedaccording to the laws of the State of Delaware, as applied to contracts between Delaware residentsentered into and to be performed entirely with Delaware.          11.13 Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocablyconsent to the jurisdiction of the courts of the State of Delaware for all purposes in connectionwith any action or proceeding which arises out of or relates to this Agreement.**[Remainder of Page Intentionally Left Blank]**
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     The parties hereto have entered into this Indemnity Agreement effective as of the date firstwritten above.           **INTERWOVEN, INC.**  Address: 160 East Tasman Drive