DOCUMENT SCIENCES CORP
EXHIBIT 10.15
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<TYPE>EX-10.15
<SEQUENCE>5
<FILENAME>a79613ex10-15.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>
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                                                                   EXHIBIT 10.15


                                                                     PAGE 1 OF 3


Date Prepared:___________________


                          DOCUMENT SCIENCES CORPORATION
                         PROFESSIONAL SERVICES AGREEMENT

This Agreement for Professional Services ("the Agreement") is made and entered
into between ("Client") at (address) and Document Sciences Corporation,
("Document Sciences") at 6339 Paseo del Lago, Carlsbad, CA 92009.

1.  SERVICES

Document Sciences shall perform the Services specified in initial or subsequent
Schedule A(s), the Statement of Work and Fee Schedule(s), and any Addendums
thereto, if any, attached hereto and made a part of this Agreement.

2.  TERM

This Agreement shall become effective on the date Document Sciences accepts it
and shall remain in full force and effect until terminated as provided in
Paragraph 7 of this Agreement.

3.  CONSIDERATION

As consideration for Document Sciences' performance of the Services, Client
shall pay the fee listed in the attached Schedule A(s), payable in accordance
with the payment schedule on said attached schedule.

4.  INVOICES

a.  Document Sciences will submit itemized invoices to Client for the Services
    performed in accordance with the provisions of Schedule A(s).

b.  All invoices are due and payable within thirty days from date of receipt of
    invoice. Amounts not paid when due shall bear interest at the rate of 1% per
    month (12% per annum) until the overdue amount plus interest is paid in
    full.

5.  CONFIDENTIAL INFORMATION

a.  Document Sciences and Client acknowledge that from time to time, certain
    information may be communicated by either party to the other to enable
    effective performance of the Services. Both parties shall treat all such
    information as confidential, whether or not so identified, and shall not
    disclose any part thereof without the prior written consent of the
    disclosing party. Both parties shall limit the use and circulation of such
    information, even within its own organization, to the extent necessary to
    perform the Services. The foregoing obligation of this Paragraph 5, however,
    shall not apply to any part of the information that: (i) has been disclosed
    in publicly available sources of information; (ii) is, through no fault of
    either party, hereafter disclosed in publicly available sources of
    information; (iii) is now in the possession of the other party without any
    obligation of confidentiality; or (iv) has been or is hereafter rightfully
    disclosed to the other party by a third party, but only to the extent that
    the use or disclosure thereof has been or is rightfully authorized by that
    third party.

b.  Both parties agree not to disclose any reports, recommendations, conclusions
    or other results of the Services or the existence or the subject matter of
    this contract without prior written consent of the other party.

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                                                                     PAGE 2 OF 3


6.  LIMITATION OF LIABILITY

IN NO EVENT SHALL DOCUMENT SCIENCES BE LIABLE TO CLIENT FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR
RELATING TO THIS AGREEMENT. IN ADDITION, DOCUMENT SCIENCES' LIABILITY TO CLIENT
FOR DIRECT DAMAGES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF MONEY ACTUALLY
PAID BY CLIENT TO DOCUMENT SCIENCES UNDER THIS AGREEMENT.

7.  TERMINATION

a.  Either party may terminate this Agreement for convenience upon thirty (30)
    days prior written notice. If Client terminates this Agreement for
    convenience, Document Sciences shall be entitled to compensation for
    unbilled hours worked in performing the Services up to the date of written
    notification of termination. Such hours will be billed at an hourly rate of
    $200.00 per hour, plus unbilled expenses of winding up the project.

b.  In the event that either party fails to perform any obligation hereunder and
    fails to cure such non-performance within thirty (30) days following written
    notification of such non-performance, then the party failing to perform the
    obligation shall be in default hereunder and the other party may elect to
    terminate this Agreement as set forth in this section.

c.  In the event the defaulting party under Paragraph 7.b is the Client,
    Document Sciences may elect to immediately terminate this Agreement by
    giving written notice to Client. In such event Document Sciences shall have
    the right to retain all sums previously paid by Client.

d.  In the event the defaulting party under Paragraph 7.b is Document Sciences,
    Client may elect to withhold any payment then due or to become due under
    this Agreement until the default is cured and/or to immediately terminate
    this Agreement, without further liability, by giving written notice to
    Document Sciences.

8.  ASSIGNMENT

This Agreement is not assignable by either party hereto, and any attempt by
either party to assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.

9.  MISCELLANEOUS

a.  No delay or failure of either party to exercise any right or remedy will
    operate as a waiver of such right or remedy.

b.  This Agreement shall be construed in accordance with and be governed by the
    laws of the State of California.

c.  Any notice given under this Agreement shall be in writing and sent by
    prepaid registered mail or certified airmail, or commercial courier service,
    return receipt requested. All such notices shall be deemed to have been
    given when received, addressed in the manner indicated below or at such
    other addresses as the parties may from time to time notify each other of.

    Notice to Customer:                 Notice to Document Sciences:
    ___________________________
    ___________________________         Document Sciences Corporation
    ___________________________         6339 Paseo del Lago
    ___________________________         Carlsbad, CA 92009

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                                                                     PAGE 3 OF 3


d.  This Agreement is the entire agreement between Client and Document Sciences
    pertaining to the Services and supersedes all proposals or prior and
    contemporaneous agreements or understandings of Client and Document Sciences
    regarding the Services. CLIENT AGREES THAT ANY TERMS AND CONDITIONS
    CONTAINED IN ANY CLIENT PURCHASE ORDER OR OTHER ORDERING DOCUMENT SHALL HAVE
    NO BINDING EFFECT ON DOCUMENT SCIENCES AND WILL NOT MODIFY THIS AGREEMENT IN
    ANY WAY. Modification of this Agreement shall not be valid unless in writing
    and signed by duly authorized representatives of both parties.

e.  This Agreement may be executed in two or more counterparts, each of which
    when so executed and delivered, shall constitute a single agreement.

f.  If any provision of this Agreement is held invalid, such invalidity shall
    not affect the validity or enforceability of the other provisions of this
    Agreement or of the Agreement as a whole.

g.  Document Sciences reserves the right of approval over any travel related
    arrangements including but not limited to flight times, accommodations, car
    rental, etc. in conjunction with the contracted consulting.

h.  The headings and titles of the Articles and Sections of this Agreement are
    inserted for convenience only and shall not affect the construction or
    interpretation of any provision.

10. CHANGE CONTROL

In the event that Client desires modifications to the Services as defined in the
Schedule A(s), such requests for modification must be submitted in writing and
may, at the sole discretion of Document Sciences, require renegotiation of the
Fee and Services.

THE INDIVIDUAL SIGNING BELOW WARRANTS HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF
CLIENT. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CLIENT AND
ACCEPTED BY AN AUTHORIZED HEADQUARTERS REPRESENTATIVE OF DOCUMENT SCIENCES
CORPORATION.

Executed:                               Accepted:

                                        DOCUMENT SCIENCES CORPORATION

Signature: _______________________      Signature: _______________________

Printed Name: ____________________      Printed Name: ____________________

Title: ___________________________      Title: ___________________________

Date: ____________________________      Date: ____________________________



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