Indemnification Agreement - Intraware Inc.


                                   INTRAWARE, INC.
                              INDEMNIFICATION AGREEMENT

     This Indemnification Agreement ('AGREEMENT') is entered into as of the ___
day of ________, 199_ by and between Intraware, Inc. a Delaware corporation (the
'COMPANY') and _____________ ('INDEMNITEE').

                                       RECITALS

     A.   The Company and Indemnitee recognize the continued difficulty in 
obtaining liability insurance for its directors, officers, employees, agents 
and fiduciaries, the significant increases in the cost of such insurance and 
the general reductions in the coverage of such insurance.

     B.   The Company and Indemnitee further recognize the substantial 
increase in corporate litigation in general, subjecting directors, officers, 
employees, agents and fiduciaries to expensive litigation risks at the same 
time as the availability and coverage of liability insurance has been 
severely limited.

     C.   Indemnitee does not regard the current protection available as 
adequate under the present circumstances, and Indemnitee and other directors, 
officers, employees, agents and fiduciaries of the Company may not be willing 
to continue to serve in such capacities without additional protection.

     D.   The Company desires to attract and retain the services of highly 
qualified individuals, such as Indemnitee, to serve the Company and, in part, 
in order to induce Indemnitee to continue to provide services to the Company, 
wishes to provide for the indemnification and advancing of expenses to 
Indemnitee to the maximum extent permitted by law.

     E.   In view of the considerations set forth above, the Company desires 
that Indemnitee be indemnified by the Company as set forth herein.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.   INDEMNIFICATION.

          (a)  INDEMNIFICATION OF EXPENSES.  The Company shall indemnify 
Indemnitee to the fullest extent permitted by law if Indemnitee was or is or 
becomes a party to or witness or other participant in, or is threatened to be 
made a party to or witness or other participant in, any threatened, pending 
or completed action, suit, proceeding or alternative dispute resolution 
mechanism, or any hearing, inquiry or investigation that Indemnitee in good 
faith believes might lead to the institution of any such action, suit, 
proceeding or alternative dispute resolution mechanism, whether civil, 
criminal, administrative, investigative or other (hereinafter a 'CLAIM') by 
reason of (or arising in part out of) any event or occurrence related to the 
fact that Indemnitee is or was a director, officer, employee, agent or 
fiduciary of the Company, or any subsidiary of the Company, or is or was 
serving at the request of the Company as a director, officer, employee, agent 
or fiduciary of another corporation, partnership, joint 



venture, trust or other enterprise, or by reason of any action or inaction on
the part of Indemnitee while serving in such capacity (hereinafter an
'INDEMNIFIABLE EVENT') against any and all expenses (including attorneys' fees
and all other costs, expenses and obligations incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in, any such
action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in
settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of such Claim and any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement (collectively, hereinafter
'EXPENSES'), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses.  Such payment of
Expenses shall be made by the Company as soon as practicable but in any event no
later than five days after written demand by Indemnitee therefor is presented to
the Company.

          (b)  REVIEWING PARTY.  Notwithstanding the foregoing, (i) the
obligations of the Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an advance payment of Expenses to Indemnitee pursuant to
Section 2(a) (an 'EXPENSE ADVANCE') shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed).  Indemnitees' obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon.  If
there has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing Party shall be selected by the Board of Directors, and if there has
been such a Change in Control (other than a Change in Control which has been
approved by a majority of the Company's Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the
Independent Legal Counsel referred to in Section 1(c) hereof.  If there has been
no determination by the Reviewing Party or if the Reviewing Party determines
that Indemnitee substantively would not be permitted to be indemnified in whole
or in part under applicable law, Indemnitee shall have the right to commence
litigation seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and the Company hereby consents to service of process
and to appear in any such proceeding.  Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.

                                      -2-


          (c)  CHANGE IN CONTROL.  The Company agrees that if there is a 
Change in Control of the Company (other than a Change in Control which has 
been approved by a majority of the Company's Board of Directors who were 
directors immediately prior to such Change in Control) then, with respect to 
all matters thereafter arising concerning the rights of Indemnitees to 
payments of Expenses and Expense Advances under this Agreement or any other 
agreement or under the Company's Certificate of Incorporation or Bylaws as 
now or hereafter in effect, Independent Legal Counsel (as defined in Section 
10(d) hereof) shall be selected by Indemnitee and approved by the Company 
(which approval shall not be unreasonably withheld).  Such counsel, among 
other things, shall render its written opinion to the Company and Indemnitee 
as to whether and to what extent Indemnitee would be permitted to be 
indemnified under applicable law and the Company agrees to abide by such 
opinion.  The Company agrees to pay the reasonable fees of the Independent 
Legal Counsel referred to above and to fully indemnify such counsel against 
any and all expenses (including attorneys' fees), claims, liabilities and 
damages arising out of or relating to this Agreement or its engagement 
pursuant hereto.

          (d)  MANDATORY PAYMENT OF EXPENSES.  Notwithstanding any other 
provision of this Agreement other than Section 9 hereof, to the extent that 
Indemnitee has been successful on the merits or otherwise, including, without 
limitation, the dismissal of an action without prejudice, in defense of any 
action, suit, proceeding, inquiry or investigation referred to in Section 
(1)(a) hereof or in the defense of any claim, issue or matter therein, 
Indemnitee shall be indemnified against all Expenses incurred by Indemnitee 
in connection therewith.

     2.   EXPENSES; INDEMNIFICATION PROCEDURE.

          (a)  ADVANCEMENT OF EXPENSES.  The Company shall advance all 
Expenses incurred by Indemnitee.  The advances to be made hereunder shall be 
paid by the Company to Indemnitee as soon as practicable but in any event no 
later than five days after written demand by Indemnitee therefor to the 
Company.

          (b)  NOTICE/COOPERATION BY INDEMNITEE.  Indemnitee shall, as a 
condition precedent to Indemnitees' right to be indemnified under this 
Agreement, give the Company notice in writing as soon as practicable of any 
Claim made against Indemnitee for which indemnification will or could be 
sought under this Agreement.  Notice to the Company shall be directed to the 
Chief Executive Officer of the Company at the address shown on the signature 
page of this Agreement (or such other address as the Company shall designate 
in writing to Indemnitee).  In addition, Indemnitee shall give the Company 
such information and cooperation as it may reasonably require and as shall be 
within Indemnitees' power.

          (c)  NO PRESUMPTIONS; BURDEN OF PROOF.  For purposes of this 
Agreement, the termination of any Claim by judgment, order, settlement 
(whether with or without court approval) or conviction, or upon a plea of 
NOLO CONTENDERE, or its equivalent, shall not create a presumption that 
Indemnitee did not meet any particular standard of conduct or have any 
particular belief or that a court has determined that indemnification is not 
permitted by applicable law.  In addition, neither the failure 

                                         -3-


of the Reviewing Party to have made a determination as to whether Indemnitee 
has met any particular standard of conduct or had any particular belief, nor 
an actual determination by the Reviewing Party that Indemnitee has not met 
such standard of conduct or did not have such belief, prior to the 
commencement of legal proceedings by Indemnitee to secure a judicial 
determination that Indemnitee should be indemnified under applicable law, 
shall be a defense to Indemnitee's claim or create a presumption that 
Indemnitee has not met any particular standard of conduct or did not have any 
particular belief.  In connection with any determination by the Reviewing 
Party or otherwise as to whether Indemnitee is entitled to be indemnified 
hereunder, the burden of proof shall be on the Company to establish that 
Indemnitee is not so entitled.

          (d)  NOTICE TO INSURERS.  If, at the time of the receipt by the 
Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company 
has liability insurance in effect which may cover such Claim, the Company 
shall give prompt notice of the commencement of such Claim to the insurers in 
accordance with the procedures set forth in the respective policies.  The 
Company shall thereafter take all necessary or desirable action to cause such 
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of 
such action, suit, proceeding, inquiry or investigation in accordance with 
the terms of such policies.

          (e)  SELECTION OF COUNSEL.  In the event the Company shall be 
obligated hereunder to pay the Expenses of any Claim, the Company shall be 
entitled to assume the defense of such Claim with counsel approved by 
Indemnitee, which approval shall not be unreasonably withheld, upon the 
delivery to Indemnitee of written notice of its election so to do.  After 
delivery of such notice, approval of such counsel by Indemnitee and the 
retention of such counsel by the Company, the Company will not be liable to 
Indemnitee under this Agreement for any fees of counsel subsequently incurred 
by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee 
shall have the right to employ Indemnitees' counsel in any such Claim at 
Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee 
has been previously authorized by the Company, (B) Indemnitee shall have 
reasonably concluded that there is a conflict of interest between the Company 
and Indemnitee in the conduct of any such defense, or (C) the Company shall 
not continue to retain such counsel to defend such Claim, then the fees and 
expenses of Indemnitee counsel shall be at the expense of the Company.  The 
Company shall have the right to conduct such defense as it sees fit in its 
sole discretion, including the right to settle any claim against Indemnitee 
without the consent of the Indemnitee.

     3.   ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

          (a)  SCOPE.  The Company hereby agrees to indemnify Indemnitee 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 or an 
officer, employee, agent or fiduciary, it is the intent of the parties hereto 
that Indemnitee shall enjoy by this Agreement the greater benefits afforded 
by such change.  In the event of any change in any 

                                         -4-


applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties' rights and obligations hereunder except
as set forth in Section 8(a) hereof.

          (b)  NONEXCLUSIVITY.  The indemnification provided by this Agreement
shall be in addition to any rights to which Indemnitee may be entitled under the
Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, the General Corporation Law of the
State of Delaware, or otherwise.  The indemnification provided under this
Agreement shall continue as to Indemnitee for any action Indemnitee took or did
not take while serving in an indemnified capacity even though Indemnitee may
have ceased to serve in such capacity.

     4.   NO DUPLICATION OF PAYMENTS.  The Company shall not be liable under
this Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise)
of the amounts otherwise indemnifiable hereunder.

     5.   PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however, for
all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee are entitled.

     6.   MUTUAL ACKNOWLEDGEMENT.  Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, agents or
fiduciaries 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.

     7.   LIABILITY INSURANCE.  To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or fiduciaries,
Indemnitee shall be covered by such policies in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

     8.   EXCEPTIONS.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

                                         -5-


          (a)  EXCLUDED ACTION OR OMISSIONS.  To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions from which Indemnitee or the
Indemnitee may not be relieved of liability under applicable law;

          (b)  CLAIMS INITIATED BY INDEMNITEE.  To indemnify or advance expenses
to Indemnitee with respect to Claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate of Incorporation or Bylaws now or hereafter in effect relating to
Claims for Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or (iii) as
otherwise required under Section 145 of the Delaware General Corporation Law,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be;

          (c)  LACK OF GOOD FAITH.  To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous; or

          (d)  CLAIMS UNDER SECTION 16(b).  To indemnify Indemnitee for expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

     9.   PERIOD OF LIMITATIONS.  No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; PROVIDED, HOWEVER, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

     10.  CONSTRUCTION OF CERTAIN PHRASES.

          (a)  For purposes of this Agreement, references to the 'Company' shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with 

                                       -6-


respect to the resulting or surviving corporation as Indemnitee would have with
respect to such constituent corporation if its separate existence had continued.

          (b)  For purposes of this Agreement, references to 'other enterprises'
shall include employee benefit plans; references to 'fines' shall include any
excise taxes assessed on Indemnitee with respect to an employee benefit plan;
and references to 'serving at the request of the Company' shall include any
service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer,
employee, agent or fiduciary with respect to an employee benefit plan, its
participants or its beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner 'not opposed to the best interests of the
Company' as referred to in this Agreement.

          (c)  For purposes of this Agreement a 'Change in Control' shall be
deemed to have occurred if (i) any 'person' (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company, (A) who is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company's then outstanding Voting Securities,
increases his beneficial ownership of such securities by 5% or more over the
percentage so owned by such person, or (B) becomes the 'beneficial owner' (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing more than 20% of the total voting power represented by
the Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

          (d)  For purposes of this Agreement, 'Independent Legal Counsel' shall
mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 1(c) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other 

                                     -7-


than with respect to matters concerning the rights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity agreements).

          (e)  For purposes of this Agreement, a 'Reviewing Party' shall mean
any appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed by the Board
of Directors who is not a party to the particular Claim for which Indemnitee are
seeking indemnification, or Independent Legal Counsel.

          (f)  For purposes of this Agreement, 'Voting Securities' shall mean
any securities of the Company that vote generally in the election of directors.

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

     12.  BINDING EFFECT; SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all, or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.  This Agreement shall
continue in effect with respect to Claims relating to Indemnifiable Events
regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary of the Company or of any other enterprise at the
Company's request.

     13.  ATTORNEYS' FEES.  In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless, as a part of such action, a
court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous.  In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee counterclaims and cross-claims made in such
action), and shall be entitled to the advancement of Expenses with respect to
such action, unless, as a part of such action, a court having jurisdiction over
such action determines that each of Indemnitee material defenses to such action
was made in bad faith or was frivolous.

                                       -8-


     14.  NOTICE.  All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in any
event be deemed to be given (a) five (5) days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail,
postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day
after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid, or (d) one day after the business day of delivery by
facsimile transmission, if delivered by facsimile transmission, with copy by
first class mail, postage prepaid, and shall be addressed if to Indemnitee, at
the Indemnitee address as set forth beneath Indemnitee signatures to this
Agreement and if to the Company at the address of its principal corporate
offices (attention:  Secretary) or at such other address as such party may
designate by ten days' advance written notice to the other party hereto.

     15.  CONSENT TO JURISDICTION.  The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be
the exclusive and only proper forum for adjudicating such a claim.

     16.  SEVERABILITY.  The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law. 
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.

     17.  CHOICE OF LAW.  This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents, entered into and to be
performed entirely within the State of Delaware, without regard to the conflict
of laws principles thereof.

     18.  SUBROGATION.  In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

     19.  AMENDMENT AND TERMINATION.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.

                                         -9-


     20.  INTEGRATION AND ENTIRE AGREEMENT.  This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

     21.  NO CONSTRUCTION AS EMPLOYMENT AGREEMENT.  Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries.

                                         -10-


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


                                         INTRAWARE, INC.


                                         By:  
                                            --------------------------------

                                         Title:    
                                               -----------------------------

                                         Address:  25 ORINDA WAY  
                                                   -------------------------
                                                   ORINDA, CA 94563      
                                                   -------------------------


AGREED TO AND ACCEPTED BY:

-----------------------------------
Name:

Address:  
         --------------------------

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