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                                                                      EXHIBIT 14


                         CLICKSOFTWARE TECHNOLOGIES LTD.

                               CODE OF ETHICS FOR
                PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

     I.   INTRODUCTION

This Code of Ethics for Principal Executive and Senior Financial Officers, or
the Code, helps maintain the Company's standards of business conduct and ensures
compliance with legal requirements, specifically Section 406 of the
Sarbanes-Oxley Act of 2002 and SEC rules promulgated thereunder.
The purpose of the Code is to deter wrongdoing and promote ethical conduct. The
matters covered in this Code are of the utmost importance to the Company, our
stockholders and our business partners, and are essential to our ability to
conduct our business in accordance with our stated values.
The Code is applicable to the following persons, referred to as the Officers:

          o    Our principal executive officer (CEO),

          o    Our principal financial officer (CFO),

          o    Our principal accounting officer or corporate controller, and

          o    Persons performing similar functions.

The Officers are expected to read and understand this Code, uphold these
standards in day-to-day activities, and comply with all applicable policies and
procedures.

     Because the principles described in this Code are general in nature, the
Officers should also review the Company's other applicable policies and
procedures for more specific instruction, and contact the Company's Chief
Financial Officer if they have any questions.

     Nothing in this Code, in any company policies and procedures, or in other
related communications (verbal or written) creates or implies an employment
contract or term of employment.

     The Officers should sign the acknowledgment form at the end of this Code
and return the form to our Chief Financial Officer indicating that they have
received, read, understand and agree to comply with the Code. The signed
acknowledgment form will be located in the Officers' personnel files. EACH YEAR
AS PART OF THEIR ANNUAL REVIEW THE OFFICERS MAY BE ASKED TO SIGN AN
ACKNOWLEDGMENT INDICATING THEIR CONTINUED UNDERSTANDING OF THE CODE.

     II.  HONEST AND ETHICAL CONDUCT
Ethical business conduct is critical to our business. We expect all Officers to
act with the highest standards of honesty and ethical conduct while working on
the Company's premises, at offsite locations where Company business is being
conducted, at Company sponsored business and social events, or at any other
place where the Officers are representing the Company.

We consider honest conduct to be conduct that is free from fraud or deception
and marked with integrity. We consider ethical conduct to be conduct conforming
to accepted professional standards of conduct. Ethical conduct includes the

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ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, as discussed in more detail in Section III
below. By expecting the highest standards of honesty and ethical conduct, we
expect our Officers to stay far from the line differentiating honesty from
dishonesty and ethical conduct from unethical conduct.

     In all cases, if you are unsure about the appropriateness of an event or
action, please seek assistance in interpreting the requirements of these
practices by contacting our Chief Financial Officer.

     III. CONFLICTS OF INTEREST

An Officer's duty to the Company and its stockholders demands that he or she
ethically address actual or apparent conflicts of interest between personal or
professional relationships. As defined in the Israeli Companies Law, 1999, (the
"Companies Law") this duty of loyalty to the Company requires that an
officeholder (including the Officers) act in good faith and for the good of the
Company, including:

     |X|  Avoiding any action which gives rise to a conflict of interest between
          his position in the Company and the fulfillment of another or his
          roles or his personal matters;

     |X|  Avoiding any action which creates competition with the business of the
          Company;

     |X|  Avoiding the exploitation of Company business opportunities for
          personal gain or gain of another; and

     |X|  Disclosing to the Company any information and delivering any document
          related to the Company's matters of which he comes into possession by
          virtue of his position in the Company.

A conflict of interest exists where the interests or benefits of one person or
entity conflict with the interests or benefits of the Company. Some examples
include: outside employment or directorships; making investments or conducting
business with a customer, supplier, developer or competitor of the Company;
related party transactions; and receiving certain payments or gifts from others.

     Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations. If a proposed transaction or situation
raises any questions or doubts, consult the Company's Chief Financial Officer.
Our policy requires that an Officer disclose any transaction or relationship
that reasonably could be expected to give rise to a conflict of interest
(including any relevant facts and material documents) to our Chief Financial
Officer and the Board of Directors of the Company. Before an Officer enters into
any transaction or relationship involving any actual or potential conflict of
interest, the Officer must receive prior approval of the Audit Committee, Board
of Directors or shareholders, as required for the relevant transaction under the
Companies Law.

     IV.  DISCLOSURE TO THE SEC AND THE PUBLIC

     Our policy is to provide full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the SEC and
in our other public communications. Accordingly, our Officers must ensure that
they and others in the Company comply with our disclosure controls and
procedures and our internal controls for financial reporting.

     V.   COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS

The Officers must comply with all applicable governmental laws, rules,
regulations and regulatory orders. Each Officer must acquire appropriate
knowledge of the legal requirements relating to his or her duties sufficient to
enable him or her to recognize potential dangers and to know when to seek advice
from the legal counsel. Violations of applicable laws,

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rules, regulations and orders may subject the Officers to individual criminal or
civil liability, as well as to discipline by the Company. Such individual
violations may also subject the Company to civil or criminal liability or the
loss of business.

     VI.  VIOLATIONS OF THE CODE

Part of an Officer's job and ethical responsibility is to help enforce this
Code. Officers should be alert to possible violations and report possible
violations to our Chief Financial Officer. Officers must cooperate in any
internal or external investigations of possible violations. Reprisal, threats,
retribution or retaliation against any person who has in good faith reported a
violation or a suspected violation of law, this Code or other Company policies,
or against any person who is assisting in any investigation or process with
respect to such a violation, is prohibited.

     Actual violations of law, this Code, or other Company policies or
procedures should be promptly reported to our Chief Financial Officer. The
Company will take appropriate action against any Officer whose actions are found
to violate the Code or any other policy of the Company. Disciplinary actions may
include immediate termination of employment at the Company's sole discretion.
Where the Company has suffered a loss, it may pursue its remedies against the
individuals or entities responsible. Where laws have been violated, the Company
will cooperate fully with the appropriate authorities. This Code supplements,
but does not supersede, all duties and undertakings imposed on the Officers
under Israeli law.

     VII. WAIVERS AND AMENDMENTS OF THE CODE

We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code is subject to modification. Any amendment or
waiver of any provision of this Code must be approved in writing by the
Company's Board of Directors and promptly disclosed pursuant to applicable laws
and regulations.


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     VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
           AND SENIOR FINANCIAL OFFICERS

I have received and read the Company's Code of Ethics for Principal Executive
and Senior Financial Officers, or the Code. I understand the standards and
policies contained in the Code and understand that there may be additional
policies or laws specific to my job. I agree to comply with the Code.

     If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know that I can consult with the Company's Chief Financial Officer, knowing
that my questions or reports to these sources will be maintained in confidence.


__________________________________________
Officer Name

__________________________________________
Signature

__________________________________________
Date

Please sign and return this form to the Company's Chief Financial Officer.





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