Exhibit 10.36


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM,
SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE
SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.


COMMUNICATION INTELLIGENCE
CORPORATION


Non-Negotiable Promissory Note


due          ,
200x


	
  Dated: August      , 2006

  	
   

  	
  $XXX

  



 


For value
received, Communication Intelligence Corporation, a Delaware corporation (the “Maker”),
hereby promises to pay to the order of                           
(together with its successors, representatives, and permitted assigns, the “Holder”),
in accordance with the terms hereinafter provided, the principal amount of up
to                           
Dollars ($                ),
together with interest thereon.  This
Note is being issued pursuant to a Note and Warrant Purchase Agreement of even
date herewith.


1.             Payments.  All payments under or pursuant to this Note
shall be made in United States Dollars in immediately available funds to the
Holder at such address as the Holder may designate from time to time in writing
to the Maker (which shall initially be the address set forth for Maker in Section
11) or by wire transfer of funds to the Holder’s account, instructions for
which are attached hereto as Exhibit A. 
The outstanding principal balance of this Note, plus all accrued but
unpaid interest, shall be due and payable on           ,
200X (the “Maturity Date”) or at such earlier time as provided herein.


2.             Note
and Warrant Purchase Agreement.  This
Note has been executed and delivered pursuant to the Note and Warrant Purchase
Agreement dated as of August     , 2006 (the “Purchase
Agreement”) by and between the Maker and the Holder.  Capitalized terms used and not otherwise
defined herein shall have the meanings set forth for such terms in the Purchase
Agreement.


3.             Interest; Payment of Interest.  Beginning on the issuance date of this Note
(the “Issuance Date”), the outstanding principal balance of this Note
shall bear interest, in arrears, at a rate per annum equal to Fifteen Percent
(15%).  Interest shall be computed on the
basis of a 360-day year of twelve (12) 30-day months and shall accrue
commencing on the Issuance Date. Accrued interest shall be payable quarterly in
arrears.


4.             Transfer.  This Note may not be transferred, sold,
pledged, hypothecated or otherwise granted as security by the Holder.









 



5.             Replacement.  Upon receipt of a duly executed, notarized
and unsecured written statement from the Holder with respect to the loss, theft
or destruction of this Note (or any replacement hereof), and without requiring
an indemnity bond or other security, or, in the case of a mutilation of this
Note, upon surrender and cancellation of such Note, the Maker shall issue a new
Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.


6.             Events of Default; Remedies.  The occurrence of any of the following events
shall be an “Event of Default” under this Note:


6.1.                  the Maker shall fail to make
the payment of any amount of principal outstanding on the Maturity Date
hereunder; or


6.2.                  the Maker shall fail to make
any payment of accrued interest when due hereunder; or


6.3.                  default shall be made in the performance
or observance of any material covenant, condition or agreement contained in
this Note or the Purchase Agreement and such default is not fully cured within ten
(10) days after the occurrence thereof; or


6.4.                  any material representation or
warranty made by the Maker herein or in the Purchase Agreement shall prove to
have been false or incorrect or breached in a material respect on the date as
of which made; or


6.5.                  the Maker shall (i) apply for
or consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property or assets, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the United States Bankruptcy
Code (as now or hereafter in effect) or under the comparable laws of any
jurisdiction (foreign or domestic), (iv) file a petition seeking to take
advantage of any bankruptcy, insolvency, moratorium, reorganization or other
similar law affecting the enforcement of creditors’ rights generally, (v)
acquiesce in writing to any petition filed against it in an involuntary case
under United States Bankruptcy Code (as now or hereafter in effect) or under
the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a
notice of bankruptcy or winding down of its operations or issue a press release
regarding same, or (vii) take any action under the laws of any jurisdiction
(foreign or domestic) analogous to any of the foregoing; or


6.6.                  a proceeding or case shall be
commenced in respect of the Maker, without its application or consent, in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like of it or of all or any substantial part of its assets in connection
with the liquidation or dissolution of the Maker or (iii) similar relief in
respect of it under any law providing for the relief of debtors, and such proceeding
or case described in clause (i), (ii) or (iii) shall continue undismissed, or
unstayed and in effect, for a period of sixty (60) days or any order for relief
shall be entered in an involuntary case under United States Bankruptcy Code (as
now or hereafter in effect) or under the comparable laws of any jurisdiction
(foreign or domestic) against the Maker or action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing shall be
taken



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with respect to the Maker and
shall continue undismissed, or unstayed and in effect for a period of sixty
(60) days.


7.             Remedies Upon an Event of
Default.  If an Event of Default
shall have occurred and shall be continuing, the Holder of this Note may at any
time at its option declare the entire unpaid principal balance of this Note,
together with all interest accrued thereon, due and payable, and thereupon, the
same shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby waived by the Maker.  No course of delay on the part of the Holder
shall operate as a waiver thereof or otherwise prejudice the right of the
Holder.  No remedy conferred hereby shall
be exclusive of any other remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise.


8.             Prepayment.  Notwithstanding anything to the contrary
contained herein, the Maker shall have the right, at such Maker’s option, to prepay
any amounts due hereunder, including the entire unpaid principal or any partial
amount thereof and any accrued but unpaid interest, at any time prior to the
Maturity Date, with no prepayment penalties.


9.             No Rights as Shareholder.  Nothing contained in this Note shall be
construed as conferring upon the Holder the right to vote or to receive
dividends or to consent or to receive notice as a shareholder in respect of any
meeting of shareholders for the election of directors of the Maker or of any
other matter, or any other rights as a shareholder of the Maker.


10.           Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the business
day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (ii) upon actual receipt by the party to whom
such notice is required to be given.  The
address for such notices and communications shall be as follows:


	
  If to the Maker:

  	
   

  	
  Communication Intelligence Corporation

  
	
   

  	
   

  	
  275 Shoreline Drive, Suite 500

  
	
   

  	
   

  	
  Redwood Shores, California 94065

  
	
   

  	
   

  	
  Attention: Frank Dane

  
	
   

  	
   

  	
  Tel. No.: (650) 802-7888

  
	
   

  	
   

  	
  Fax No.: (650) 802-7777

  
	
  with copies (which copies

  	
   

  	
   

  
	
  shall not constitute notice

  	
   

  	
   

  
	
  to Maker) to:

  	
   

  	
  Davis Wright Tremaine LLP

  
	
   

  	
   

  	
  1300 S.W. Fifth Ave., 23rd Floor

  
	
   

  	
   

  	
  Portland, Oregon 97201

  
	
   

  	
   

  	
  Attention: Michael C. Phillips, Esq.

  
	
   

  	
   

  	
  Tel. No. (503) 241-2300

  
	
   

  	
   

  	
  Fax No.: (503) 778-5299

  



 



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If to the Holder:                    [Insert
name, address, phone and fax number.


With a copy to:                    [Insert
name, address, phone and fax number]


11.           Governing Law.  This Note shall be governed by and construed
in accordance with the internal laws of the State of California, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be
drafted.


12.           Headings.  Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.


13.           Remedies.  The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note, at
law or in equity, and no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy.


14.           Assignment.  Holder may not assign any of its rights or
obligations under this Note without obtaining the prior written consent of Maker.


15.           Amendments.  This Note may not be modified or amended in
any manner except in writing executed by the Maker and the Holder.


16.           Compliance with Securities Laws.  The Holder of this Note acknowledges that
this Note is being acquired solely for the Holder’s own account and not as a
nominee for any other party, and for investment, and that the Holder shall not
offer, sell or otherwise dispose of this Note. 
This Note and any Note issued in substitution or replacement therefor
shall be stamped or imprinted with a legend in substantially the following
form:


“THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE
FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE
MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.”


17.           Attorneys’ Fees and Expenses.  Each of the Maker and the Holder hereby agree
that the prevailing party in any suit, action or proceeding arising out of or
relating to this Note shall be entitled to reimbursement for reasonable legal
fees (including reasonably incurred attorneys’ fees) and costs from the
non-prevailing party.



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18.           Parties in Interest.  This Note shall be binding upon, inure to the
benefit of, and be enforceable by the Maker, the Holder and their respective
successors and permitted assigns.


19.           Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


This Note has been delivered as of the date set
forth at the top of the first page hereof.


	
   

  	
  MAKER:

  
	
   

  	
  COMMUNICATION INTELLIGENCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Frank Dane

  
	
   

  	
  Its: Chief Financial and Legal Officer

  



 



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EXHIBIT A


WIRE INSTRUCTIONS


	
  Payee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Name:

  	
   

  	
   

  
							



 



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