exhibit 10. 1 demandtec, inc. indemnification agreement this indemnification agreement ( “ agreement ” ) is made as of, 2007 by and between demandtec, inc., a delaware corporation ( the “ company ” ), and ( “ indemnitee ” ). recitals whereas, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation ; whereas, there has been a substantial increase in corporate litigation, subjecting directors, officers, employees, agents and fiduciaries to increased risks of claims and actions against them ; whereas, the board of directors of the company ( the “ board ” ) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the company ’ s stockholders and that the company should act to assure such persons that there will be increased certainty of such protection in the future ; whereas, the company and indemnitee recognize the continued difficulty in obtaining liability insurance for the company ’ s directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general trend of insurance companies to reduce the scope of coverage of such insurance ; whereas, the restated certificate of incorporation of the company ( the “ charter ” ) authorizes indemnification of the officers, directors of the company and other persons to the fullest extent permitted by applicable law, and the bylaws of the company ( the “ bylaws ” ) require indemnification of the officers and directors of the company to the fullest extent authorized under the general corporation law of the state of delaware ( “ dgcl ” ). indemnitee may also be entitled to indemnification pursuant to the dgcl ; whereas, the charter, bylaws and dgcl provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the company and members of the board of directors, officers and other persons with respect to indemnification ; whereas, indemnitee is concerned that the protection available under the charter, bylaws and dgcl and any insurance may not be adequate to protect indemnitee,