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                                                                    Exhibit 10.2

                            INDEMNIFICATION AGREEMENT

      THIS AGREEMENT is made as of the 6th day of April 2006, by and between
Unica Corporation, a Delaware corporation (the "Corporation"), and Ralph A.
Goldwasser (the "Indemnitee"), a director or officer of the Corporation.

      WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and

      WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of directors' and officers' liability insurance has been severely
limited, and

      WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its directors and officers, and

      WHEREAS, the Indemnitee does not regard the protection available under the
Corporation's Certificate of Incorporation and insurance as adequate in the
present circumstances, and may not be willing to serve or continue to serve as a
director or officer without adequate protection, and

      WHEREAS, the Corporation desires the Indemnitee to serve, or continue to
serve, as a director or officer of the Corporation.

      NOW, THEREFORE, the Corporation and the Indemnitee do hereby agree as
follows:

1.    Agreement to Serve. The Indemnitee agrees to serve or continue to serve as
      a director or officer of the Corporation for so long as the Indemnitee is
      duly elected or appointed or until such time as the Indemnitee tenders a
      resignation in writing.

2.    Definitions. As used in this Agreement:

      a.    The term "Proceeding" shall include any threatened, pending or
            completed action, suit, arbitration, alternative dispute resolution
            proceeding, administrative hearing or other proceeding, whether
            brought by or in the right of the Corporation or otherwise and
            whether of a civil, criminal, administrative or investigative
            nature, and any appeal therefrom.

      b.    The term "Corporate Status" shall mean the status of a person who is
            or was a director or officer of the Corporation, or is or was
            serving, or has agreed to serve, at the request of the Corporation,
            as a director, officer, partner, trustee, member, employee or agent
            of another corporation, partnership, joint venture, trust, limited
            liability company or other enterprise.

      c.    The term "Expenses" shall include attorneys' fees, retainers, court
            costs, transcript costs, fees and expenses of experts, travel
            expenses, duplicating costs, printing and binding costs, telephone
            charges, postage, delivery service fees and other disbursements or
            expenses of the types customarily incurred in connection with
            investigations, judicial or administrative proceedings or appeals,
            but shall not include the amount of judgments, fines or penalties
            against Indemnitee or amounts paid in settlement in connection with
            such matters.

      d.    References to "other enterprise" shall include employee benefit
            plans; references to "fines" shall include any excise tax assessed
            with respect to any employee benefit plan; references to "serving at
            the request of the Corporation" shall include any service as a

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            director, officer, employee or agent of the Corporation that imposes
            duties on, or involves services by, such director, officer,
            employee, or agent with respect to an employee benefit plan, its
            participants, or beneficiaries; and a person who acted in good faith
            and in a manner such person reasonably believed to be in the
            interests of the participants and beneficiaries of an employee
            benefit plan shall be deemed to have acted in a manner "not opposed
            to the best interests of the Corporation" as referred to in this
            Agreement.

3.    Indemnification in Third-Party Proceedings. The Corporation shall
      indemnify the Indemnitee in accordance with the provisions of this
      Paragraph 3 if the Indemnitee was or is a party to or threatened to be
      made a party to or otherwise involved in any Proceeding (other than a
      Proceeding by or in the right of the Corporation to procure a judgment in
      its favor) by reason of the Indemnitee's Corporate Status or by reason of
      any action alleged to have been taken or omitted in connection therewith,
      against all Expenses, judgments, fines, penalties and amounts paid in
      settlement actually and reasonably incurred by or on behalf of the
      Indemnitee in connection with such Proceeding, if the Indemnitee acted in
      good faith and in a manner that the Indemnitee reasonably believed to be
      in, or not opposed to, the best interests of the Corporation and, with
      respect to any criminal Proceeding, had no reasonable cause to believe
      that his or her conduct was unlawful. The termination of any Proceeding by
      judgment, order, settlement, conviction or upon a plea of nolo contendere
      or its equivalent, shall not, of itself, create a presumption that the
      Indemnitee did not act in good faith and in a manner that the Indemnitee
      reasonably believed to be in, or not opposed to, the best interests of the
      Corporation, and, with respect to any criminal Proceeding, had reasonable
      cause to believe that his or her conduct was unlawful.

4.    Indemnification in Proceedings by or in the Right of the Corporation. The
      Corporation shall indemnify the Indemnitee in accordance with the
      provisions of this Paragraph 4 if the Indemnitee was or is a party to or
      threatened to be made a party to or otherwise involved in any Proceeding
      by or in the right of the Corporation to procure a judgment in its favor
      by reason of the Indemnitee's Corporate Status or by reason of any action
      alleged to have been taken or omitted in connection therewith, against all
      Expenses and, to the extent permitted by law, amounts paid in settlement
      actually and reasonably incurred by or on behalf of the Indemnitee in
      connection with such Proceeding, if the Indemnitee acted in good faith and
      in a manner that the Indemnitee reasonably believed to be in, or not
      opposed to, the best interests of the Corporation, except that no
      indemnification shall be made under this Paragraph 4 in respect of any
      claim, issue, or matter as to which the Indemnitee shall have been
      adjudged to be liable to the Corporation, unless, and only to the extent,
      that the Court of Chancery of Delaware or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of such liability but in view of all the circumstances of the
      case, the Indemnitee is fairly and reasonably entitled to indemnity for
      such Expenses as the Court of Chancery or such other court shall deem
      proper.

5.    Exceptions to Right of Indemnification. Notwithstanding anything to the
      contrary in this Agreement, except as set forth in Paragraph 10, the
      Corporation shall not indemnify the Indemnitee in connection with a
      Proceeding (or part thereof) initiated by the Indemnitee unless the
      initiation thereof was approved by the Board of Directors of the
      Corporation. Notwithstanding anything to the contrary in this Agreement,
      the Corporation shall not indemnify the Indemnitee to the extent the
      Indemnitee is reimbursed from the proceeds of insurance, and in the event
      the Corporation makes any indemnification payments to the Indemnitee and
      the Indemnitee is subsequently reimbursed from the proceeds of insurance,
      the Indemnitee shall promptly refund such indemnification payments to the
      Corporation to the extent of such insurance reimbursement.

6.    Indemnification of Expenses of Successful Party. Notwithstanding any other
      provision of this Agreement, to the extent that the Indemnitee has been
      successful, on the merits or otherwise, in

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      defense of any Proceeding or in defense of any claim, issue or matter
      therein, the Indemnitee shall be indemnified against all Expenses incurred
      by or on behalf of the Indemnitee in connection therewith. Without
      limiting the foregoing, if any Proceeding or any claim, issue or matter
      therein is disposed of, on the merits or otherwise (including a
      disposition without prejudice), without (i) the disposition being adverse
      to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to
      the Corporation, (iii) a plea of guilty or nolo contendere by the
      Indemnitee, (iv) an adjudication that the Indemnitee did not act in good
      faith and in a manner the Indemnitee reasonably believed to be in or not
      opposed to the best interests of the Corporation, and (v) with respect to
      any criminal proceeding, an adjudication that the Indemnitee had
      reasonable cause to believe his or her conduct was unlawful, the
      Indemnitee shall be considered for the purposes hereof to have been wholly
      successful with respect thereto.

7.    Notification and Defense of Claim. As a condition precedent to the
      Indemnitee's right to be indemnified, the Indemnitee must notify the
      Corporation in writing as soon as practicable of any Proceeding for which
      indemnity will or could be sought. With respect to any Proceeding of which
      the Corporation is so notified, the Corporation will be entitled to
      participate therein at its own expense and/or to assume the defense
      thereof at its own expense, with legal counsel reasonably acceptable to
      the Indemnitee. After notice from the Corporation to the Indemnitee of its
      election so to assume such defense, the Corporation shall not be liable to
      the Indemnitee for any legal or other expenses subsequently incurred by
      the Indemnitee in connection with such Proceeding, other than as provided
      below in this Paragraph 7. The Indemnitee shall have the right to employ
      his or her own counsel in connection with such Proceeding, but the fees
      and expenses of such counsel incurred after notice from the Corporation of
      its assumption of the defense thereof shall be at the expense of the
      Indemnitee unless (i) the employment of counsel by the Indemnitee has been
      authorized by the Corporation, (ii) counsel to the Indemnitee shall have
      reasonably concluded that there may be a conflict of interest or position
      on any significant issue between the Corporation and the Indemnitee in the
      conduct of the defense of such Proceeding or (iii) the Corporation shall
      not in fact have employed counsel to assume the defense of such
      Proceeding, in each of which cases the fees and expenses of counsel for
      the Indemnitee shall be at the expense of the Corporation, except as
      otherwise expressly provided by this Agreement. The Corporation shall not
      be entitled, without the consent of the Indemnitee, to assume the defense
      of any claim brought by or in the right of the Corporation or as to which
      counsel for the Indemnitee shall have reasonably made the conclusion
      provided for in clause (ii) above. The Corporation shall not be required
      to indemnify the Indemnitee under this Agreement for any amounts paid in
      settlement of any Proceeding effected without its written consent. The
      Corporation shall not settle any Proceeding in any manner that would
      impose any penalty or limitation on the Indemnitee without the
      Indemnitee's written consent. Neither the Corporation nor the Indemnitee
      will unreasonably withhold or delay their consent to any proposed
      settlement.

8.    Advancement of Expenses. Subject to the provisions of Paragraph 9 of this
      Agreement, in the event that the Corporation does not assume the defense
      pursuant to Paragraph 7 of this Agreement of any Proceeding of which the
      Corporation receives notice under this Agreement, any Expenses incurred by
      or on behalf of the Indemnitee in defending such Proceeding shall be paid
      by the Corporation in advance of the final disposition of such Proceeding;
      provided, however, that the payment of such Expenses incurred by or on
      behalf of the Indemnitee in advance of the final disposition of such
      Proceeding shall be made only upon receipt of an undertaking by or on
      behalf of the Indemnitee to repay all amounts so advanced in the event
      that it shall ultimately be determined that the Indemnitee is not entitled
      to be indemnified by the Corporation as authorized in this Agreement. Such
      undertaking shall be accepted without reference to the financial ability
      of the Indemnitee to make repayment.

9.    Procedure for Indemnification. In order to obtain indemnification or
      advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this
      Agreement, the Indemnitee shall submit to the

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      Corporation a written request. Any such indemnification or advancement of
      Expenses shall be made promptly, and in any event within 30 days after
      receipt by the Corporation of the written request of the Indemnitee,
      unless with respect to requests under Paragraphs 3, 4 or 8 the Corporation
      determines within such 30-day period that the Indemnitee did not meet the
      applicable standard of conduct set forth in Paragraph 3 or 4, as the case
      may be. Such determination, and any determination that advanced Expenses
      must be repaid to the Corporation, shall be made in each instance (a) by a
      majority vote of the directors of the Corporation consisting of persons
      who are not at that time parties to the Proceeding ("disinterested
      directors"), whether or not a quorum, (b) by a committee of disinterested
      directors designated by a majority vote of disinterested directors,
      whether or not a quorum, (c) if there are no disinterested directors, or
      if the disinterested directors so direct, by independent legal counsel
      (who may, to the extent permitted by applicable law, be regular legal
      counsel to the Corporation) in a written opinion, or (d) by the
      stockholders of the Corporation.

10.   Remedies. The right to indemnification or advancement of Expenses as
      provided by this Agreement shall be enforceable by the Indemnitee in any
      court of competent jurisdiction. Unless otherwise required by law, the
      burden of proving that indemnification is not appropriate shall be on the
      Corporation. Neither the failure of the Corporation to have made a
      determination prior to the commencement of such action that
      indemnification is proper in the circumstances because the Indemnitee has
      met the applicable standard of conduct, nor an actual determination by the
      Corporation pursuant to Paragraph 9 that the Indemnitee has not met such
      applicable standard of conduct, shall be a defense to the action or create
      a presumption that the Indemnitee has not met the applicable standard of
      conduct. The Indemnitee's expenses (of the type described in the
      definition of "Expenses" in Paragraph 2(c)) reasonably incurred in
      connection with successfully establishing the Indemnitee's right to
      indemnification, in whole or in part, in any such Proceeding shall also be
      indemnified by the Corporation.

11.   Partial Indemnification. If the Indemnitee is entitled under any provision
      of this Agreement to indemnification by the Corporation for some or a
      portion of the Expenses, judgments, fines, penalties or amounts paid in
      settlement actually and reasonably incurred by or on behalf of the
      Indemnitee in connection with any Proceeding but not, however, for the
      total amount thereof, the Corporation shall nevertheless indemnify the
      Indemnitee for the portion of such Expenses, judgments, fines, penalties
      or amounts paid in settlement to which the Indemnitee is entitled.

12.   Subrogation. In the event of any payment under this Agreement, the
      Corporation shall be subrogated to the extent of such payment to all of
      the rights of recovery of the Indemnitee, who shall execute all papers
      required and take all action necessary to secure such rights, including
      execution of such documents as are necessary to enable the Corporation to
      bring suit to enforce such rights.

13.   Term of Agreement. This Agreement shall continue until and terminate upon
      the later of (a) six years after the date that the Indemnitee shall have
      ceased to serve as a director or officer of the Corporation or, at the
      request of the Corporation, as a director, officer, partner, trustee,
      member, employee or agent of another corporation, partnership, joint
      venture, trust, limited liability company or other enterprise or (b) the
      final termination of all Proceedings pending on the date set forth in
      clause (a) in respect of which the Indemnitee is granted rights of
      indemnification or advancement of Expenses hereunder and of any proceeding
      commenced by the Indemnitee pursuant to Paragraph 10 of this Agreement
      relating thereto.

14.   Indemnification Hereunder Not Exclusive. The indemnification and
      advancement of Expenses provided by this Agreement shall not be deemed
      exclusive of any other rights to which the Indemnitee may be entitled
      under the Certification of Incorporation, the By-Laws, any other
      agreement, any vote of stockholders or disinterested directors, the
      General Corporation Law of

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      Delaware, any other law (common or statutory), or otherwise, both as to
      action in the Indemnitee's official capacity and as to action in another
      capacity while holding office for the Corporation. Nothing contained in
      this Agreement shall be deemed to prohibit the Corporation from purchasing
      and maintaining insurance, at its expense, to protect itself or the
      Indemnitee against any expense, liability or loss incurred by it or the
      Indemnitee in any such capacity, or arising out of the Indemnitee's status
      as such, whether or not the Indemnitee would be indemnified against such
      expense, liability or loss under this Agreement; provided that the
      Corporation shall not be liable under this Agreement to make any payment
      of amounts otherwise indemnifiable hereunder if and to the extent that the
      Indemnitee has otherwise actually received such payment under any
      insurance policy, contract, agreement or otherwise.

15.   No Special Rights. Nothing herein shall confer upon the Indemnitee any
      right to continue to serve as an officer or director of the Corporation
      for any period of time or at any particular rate of compensation.

16.   Savings Clause. If this Agreement or any portion thereof shall be
      invalidated on any ground by any court of competent jurisdiction, then the
      Corporation shall nevertheless indemnify the Indemnitee as to Expenses,
      judgments, fines, penalties and amounts paid in settlement with respect to
      any Proceeding to the full extent permitted by any applicable portion of
      this Agreement that shall not have been invalidated and to the fullest
      extent permitted by applicable law.

17.   Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall constitute the original.

18.   Successors and Assigns. This Agreement shall be binding upon the
      Corporation and its successors and assigns and shall inure to the benefit
      of the estate, heirs, executors, administrators and personal
      representatives of the Indemnitee.

19.   Headings. The headings of the paragraphs of this Agreement are inserted
      for convenience only and shall not be deemed to constitute part of this
      Agreement or to affect the construction thereof.

20.   Modification and Waiver. This Agreement may be amended from time to time
      to reflect changes in Delaware law or for other reasons. No supplement,
      modification or amendment of this Agreement shall be binding unless
      executed in writing 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 provision hereof nor shall any such waiver constitute a
      continuing waiver.

21.   Notices. All notices, requests, demands and other communications hereunder
      shall be in writing and shall be deemed to have been given (i) when
      delivered by hand or (ii) if mailed by certified or registered mail with
      postage prepaid, on the third day after the date on which it is so mailed:

      a. if to the Indemnitee, to:      Ralph A. Goldwasser
                                        93 Hyde Ave.
                                        Newton Center, MA 02458

      b. if to the Corporation, to:     Unica Corporation
                                        Reservoir Place North, 170 Tracer Lane
                                        Waltham, Massachusetts 02451
                                        Attention: General Counsel

or to such other address as may have been furnished to the Indemnitee by the
Corporation or to the Corporation by the Indemnitee, as the case may be.

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22.   Applicable Law. This Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Delaware. The
      Indemnitee may elect to have the right to indemnification or reimbursement
      or advancement of Expenses interpreted on the basis of the applicable law
      in effect at the time of the occurrence of the event or events giving rise
      to the applicable Proceeding, to the extent permitted by law, or on the
      basis of the applicable law in effect at the time such indemnification or
      reimbursement or advancement of Expenses is sought. Such election shall be
      made, by a notice in writing to the Corporation, at the time
      indemnification or reimbursement or advancement of Expenses is sought;
      provided, however, that if no such notice is given, and if the General
      Corporation Law of Delaware is amended, or other Delaware law is enacted,
      to permit further indemnification of the directors and officers, then the
      Indemnitee shall be indemnified to the fullest extent permitted under the
      General Corporation Law, as so amended, or by such other Delaware law, as
      so enacted.

23.   Enforcement. The Corporation expressly confirms and agrees that it has
      entered into this Agreement in order to induce the Indemnitee to continue
      to serve as an officer or director of the Corporation, and acknowledges
      that the Indemnitee is relying upon this Agreement in continuing in such
      capacity.

24.   Entire Agreement. This Agreement sets forth the entire agreement of the
      parties hereto in respect of the subject matter contained herein and
      supercedes all prior agreements, whether oral or written, by any officer,
      employee or representative of any party hereto in respect of the subject
      matter contained herein; and any prior agreement of the parties hereto in
      respect of the subject matter contained herein is hereby terminated and
      cancelled. For avoidance of doubt, the parties confirm that the foregoing
      does not apply to or limit the Indemnitee's rights under Delaware law or
      the Corporation's Certificate of Incorporation or By-Laws.

25.   Consent to Suit. In the case of any dispute under or in connection with
      this Agreement, the Indemnitee may only bring suit against the Corporation
      in the Court of Chancery of the State of Delaware. The Indemnitee hereby
      consents to the exclusive jurisdiction and venue of the courts of the
      State of Delaware, and the Indemnitee hereby waives any claim the
      Indemnitee may have at any time as to forum non conveniens with respect to
      such venue. The Corporation shall have the right to institute any legal
      action arising out of or relating to this Agreement in any court of
      competent jurisdiction. Any judgment entered against either of the parties
      in any proceeding hereunder may be entered and enforced by any court of
      competent jurisdiction.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

Attest:                                    UNICA CORPORATION

By:  /s/ Anne Chou-Leung                   By:  /s/ Yuchun Lee
     ---------------------------                -----------------------------
     Name:  Anne Chou-Leung                     Name:  Yuchun Lee
                                                Title:  Chairman and CEO

                                           INDEMNITEE

                                           /s/ Ralph A. Goldwasser
                                           ---------------------------------
                                           Name:  Ralph A. Goldwasser

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