Exhibit 10.1

SEEBEYOND TECHNOLOGY CORPORATION    INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of this «Date» by and between
SeeBeyond Technology Corporation., a Delaware corporation (the "Company"), and «Name»
("Indemnitee").

Recitals

A.    The
Company desires to attract and retain qualified directors, officers, employees and other agents, and to provide them with protection against liability and expenses
incurred while acting in that capacity;

B.    The
Certificate of Incorporation and Bylaws of the Company contain provisions for indemnifying directors and officers of the Company, and the Bylaws and Delaware law
contemplate that separate contracts may be entered into between the Company and its directors and officers, employees and other agents with respect to their indemnification by the Company, which
contracts may provide greater protection than is afforded by the Certificate of Incorporation and Bylaws;

C.    The
Company understands that Indemnitee has reservations about serving or continuing to serve the Company without adequate protection against personal liability arising
from such service, and that it is also of critical importance to Indemnitee that adequate provision be made for advancing costs and expenses of legal defense; and

D.    The
Board of Directors and the stockholders of the Company have approved as being in the best interests of the Company indemnity contracts substantially in the form of
this Agreement for directors and officers of the Company and its subsidiaries and for certain other employees and agents of the Company designated by the Board of Directors.

NOW,
THEREFORE, in order to induce Indemnitee to serve or to continue to serve as a director and/or officer of the Company, and in consideration of Indemnitee's service to the Company,
the parties agree as follows:

1.Contractual Indemnity.    In addition to the indemnification provisions of the Bylaws of the Company, the
Company hereby agrees, subject to the limitations of Sections 2 and 5 hereof:



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The
termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contendereor its
equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of
the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.

2.Limitations on Contractual Indemnity.    Indemnitee shall not be entitled to indemnification or advancement of
expenses under Section 1:



3.Continuation of Contractual Indemnity.    Subject to the termination provisions of Section 11, all
agreements and obligations of the Company contained herein shall continue for so long as Indemnitee shall be subject to any possible action, suit, proceeding or other assertion of a Claim or Claims.

4.Expenses; Indemnification Procedure.    The Company shall advance all expenses incurred by Indemnitee in
connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 1 hereof (but not amounts actually paid in settlement of any
such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified
by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by
Indemnitee to the Company.

5.Notification and Defense of Claim.    If any action, suit, proceeding or other Claim is brought against
Indemnitee in respect of which indemnity may be sought under this Agreement:



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6.Scope.    Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the
Indemnitee against any Claim to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's
Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a
Delaware corporation to indemnify a member of its board of directors, an officer or other corporate agent, such changes shall be,ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement. In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to
indemnify a member of its Board of
Directors, an officer, or other corporate agent, such changes, to the extent not otherwise required by applicable law to be applied to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder.

7.Partial Indemnification.    If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal
action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which
Indemnitee is entitled.

8.Public Policy.    Both the Company and Indemnitee acknowledge that in certain instances, Federal law or
applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination
of the Company's right under public policy to indemnify Indemnitee.

9.Insurance.    Although the Company may from time to time maintain insurance for the purpose of indemnifying
Indemnitee and other agents of the Company against personal liability, including costs of legal defense, nothing in this Agreement shall obligate the Company to do so.

10.No Restrictions.    The rights and remedies of Indemnitee under this Agreement shall not be deemed to exclude
or impair any other rights or remedies to which Indemnitee may be entitled under the Certificate of Incorporation or Bylaws of the Company, or under any other agreement, provision of law or otherwise,
nor shall anything contained herein restrict the right of the Company to indemnify Indemnitee in any proper case even though not specifically provided for in this Agreement, nor shall anything
contained herein restrict Indemnitee's right to contribution as may be available under applicable law.

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11.Termination.    The Company may terminate this Agreement at any time upon 90 days written notice, but
any such termination will not affect Claims relating to events occurring prior to the effective date of termination.

12.Severability.    Each of the provisions of this Agreement is a separate and distinct agreement and independent
of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the
other provisions hereof.

13.Attorneys' Fees.    In the event of any litigation or other action or proceeding to enforce or interpret this
Agreement, the prevailing party as determined by the court shall be entitled to an award of its reasonable attorneys' fees and other costs, in addition to such relief as may be awarded by a court or
other tribunal.

14.Further Assurances.    The parties will do, execute and deliver, or will cause to be done, executed and
delivered, all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement and the transactions contemplated hereby.

15.Acknowledgment.    The Company expressly acknowledges that it has entered into this Agreement and assumed the
obligations imposed on the Company hereunder in order to induce Indemnitee to serve or to continue to serve as an agent of the Company, and acknowledges that Indemnitee is relying on this Agreement in
serving or continuing to serve in such capacity.

16.Construction of Certain Phrases.



17.Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall constitute an
original.

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

19.Governing Law; Binding Effect; Amendment.



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

|                        |  | SEEBEYOND TECHNOLOGY CORPORATION
|----------------------- |  | --------------------------------
|                        |  | By:                             
|                        |  | Title:                          
|                        |  | Address:                        
|AGREED TO AND ACCEPTED: |  |                                 
|                        |  |                                 
|«Name»                  |  |                                 
|Address:                |  |                                 
|                        |  |                                 

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