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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10.6

Siebel Systems and Andersen Consulting

Strategic Business Alliance

Master Alliance Agreement
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SIEBEL SYSTEMS, INC. AND ANDERSEN CONSULTING LLP

MASTER ALLIANCE AGREEMENT

This Master Alliance Agreement is entered into as of March 17, 1995 by
and between Siebel Systems, Inc., a California corporation ("Siebel") and
Andersen Consulting LLP, an Illinois partnership ("Andersen") on behalf of and
for the benefit of all entities throughout the world comprising the Andersen
Consulting worldwide organization (as defined below).

WHEREAS, Siebel is a software company with the objective of becoming
the global market leader in the Sales Force Automation market;

WHEREAS, Andersen Consulting is a leading business integration services
provider with the objective of becoming the global market leader in the Sales
Effectiveness professional services market;

WHEREAS, the parties as of March 17, 1995 entered into a Series B
Preferred Stock Purchase Agreement by which Andersen has acquired a minority
interest in Siebel with the intent of creating a unique and preferential
relationship between the parties, including a seat on the Siebel Board of
Directors; and

WHEREAS, the parties also wish to set forth the terms on which they
will work together in a partnership spirit to further their mutual benefit and
create a framework and structure for that cooperation related to Siebel's
application software products, (the "Siebel Product(s)").

NOW, THEREFORE, the parties, in consideration of the mutual promises
made herein, agree as follows:

1. ALLIANCE GOALS

The parties anticipate working together in a number of ways pursuant to
this Agreement with the objective of working together in a win/win relationship
to maximize the potential revenues and profitability of each party in its
respective areas without constraining each other's business. Each party intends
to be a leader in its respective market.

2. ALLIANCE SCOPE

(a) This alliance is broad and covers joint activities in marketing and
selling, Andersen's use of Siebel products, technology transfer, cooperative
development of products and solutions, cooperative development and marketing of
training, and Andersen's incorporation of Siebel Products in various
enterprises and business process management organizations/initiatives.

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CONFIDENTIAL TREATMENT REQUESTED

(b) This Agreement is intended to be worldwide in scope. All the rights and
benefits of this Agreement inure to the benefit of any entity comprising the
Andersen Consulting worldwide organization (i.e., any Andersen Consulting
entity having a Member Firm Interfirm Agreement with Andersen Worldwide or any
other entity controlling, controlled by or under common control with such an
entity or a partner of Andersen Worldwide). This Agreement is the overall
framework for this alliance. However in some cases, specific implementation of
this relationship in countries other than the US will need to be reflected in
local country addendum added to this Agreement from time to time, executed by
the Andersen Consulting entity in the country and an entity representing
Siebel; the intent is that such addendum will not modify the terms of this
Agreement except to the extent agreed by the parties as necessary to reflect
local business conditions and legal requirements. [***]

(c) This Agreement is non-exclusive in nature. However, the intent is that
both parties will focus their efforts to build a significant and profitable
relationship beneficial to both parties. Each party will use commercially
reasonable efforts to raise the visibility of the other's products and services
within its organization.

(d) This Agreement and the relationship formalized under it are intended to
be implemented in a strong spirit of partnership between the parties. The
foregoing notwithstanding, nothing in this Agreement is intended to or shall be
deemed to create a partnership or joint venture of any kind or for any purpose.
The parties shall be and remain independent contractors at all times. Neither
party shall have any authority to, or shall attempt to, bind or commit the
other party for any purpose. Neither party shall make any representations or
warranties concerning the products or services of the other that are
inconsistent with those made by the other party in its then current published
materials.

(e) In general terms, Andersen and Siebel will cooperate to identify and
close business opportunities where Andersen will be the provider of Siebel
related professional services including sales force reengineering, change
management, system integration, configuration, installation, project management
and usage training, and where Siebel will be the provider of the application
software and related application software maintenance, support services and
user training. Upon closure of jointly marketed opportunities, Andersen
contracts directly with the customer for the professional services and Siebel
contracts directly for the application software license and application
software maintenance.

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CONFIDENTIAL TREATMENT REQUESTED

(f) The objective of the Siebel and Andersen partnership is to create a
win/win environment which is characterized as helping both companies maximize
their growth and their respective global market leadership position. [***] As
such, Siebel serves as the provider of the Sales Force Automation application
software. Andersen serves as the provider of Siebel-related professional
services including sales force re-engineering, change management, system
integration, configuration, installation, and training.

(g) The goal of the Siebel and Andersen partnership is to maximize the
potential revenues and profits of both companies without constraining either
party's business. As part of this win/win approach to the partnership, Andersen
will promote the Siebel Sales Enterprise as Andersen's preferred solution for
Sales Force Automation, and Siebel will promote Andersen as Siebel's preferred
system integrator for the Siebel Sales Enterprise. The structure of this
business alliance is quite broad including joint marketing and selling
activities, an Andersen internal use agreement, joint product development and
product specification, and the cooperative development of industry specific
and application specific Siebel application templates.

(h) Whenever possible, Siebel and Andersen will team to jointly win
opportunities. However, in some cases customers will want to purchase Siebel
software without Andersen services, and in other cases, customers will want to
use Andersen's Sales Effectiveness services without using Siebel software. Both
Siebel and Andersen will endeavor to win business regardless of whether both
parties are able to team. Accordingly, neither party will constrain the others'
business opportunity; instead, through effective partnership, each party will
make the other party as successful as possible.

(i) Andersen and Siebel will conduct business with one another on a
preferred basis.

[***]

Both organizations shall expect:

-- joint advertising

-- jointly developed brochures and other collateral

-- joint marketing and sales plans.

(j) Even though the intent of the parties is to work together to
accomplish stated alliance goals, it is understood there may be particular
prospects who will not wish to use the products or services of either party,
and in such cases, the parties will still work together as appropriate to
facilitate the opportunity for the one party as long as it makes good business
sense for each party (particularly taking into account whether a competitor is
involved).

3. BASIC UNDERSTANDINGS

(a) Joint Marketing and Sales -- The parties shall cooperate in joint
marketing and sales activities.

(1) Andersen will promote the Siebel Products as Andersen's preferred
solution for Sales Force Automation. Siebel will promote Andersen Consulting as
Siebel's preferred systems integrator for the Siebel Products.

(2) The parties will report performance no less than semi-annually
against the alliance goals to be defined from time to time. Additionally,
progress on the activities and objectives outlined in this partnership will be
reported no less than quarterly.

(3) In the absence of agreement to the contrary, each party shall bear
its own costs and expenses in performing joint sales and marketing activities.

(4) In those sales situations targeting specific major accounts or
defined groups of accounts the parties will execute a teaming agreement in the
form attached to this Agreement, described below in Section 7.

(5) Each party remains free to decline to pursue a specific
opportunity in its discretion and, (subject to Section 7(c) below) may work
with another product or services provider.

(6) Siebel and Andersen will establish a joint selling model to more
effectively coordinate joint selling activities. The details of the selling
model will be developed and documented on an annual basis in an annual
Siebel/Andersen Sales Plan.

(7) Joint Marketing Activities

(a) Siebel and Andersen joint marketing will focus on the
generation and closure of high-quality opportunities and a high level of
awareness for the Siebel solution and Andersen Sales Effectiveness practice.
The primary activities for achieving these goals are jointly-targeted key
account calls, executive sales automation briefings, key industry events,
advertising, press and analyst coverage, market specific demos and collateral.
Siebel and Andersen will agree to jointly staff and fund these activities on a
case-by-case basis.

(b) The following is a list of initial joint marketing activities
in which Andersen and Siebel are currently engaged or are investigating
participation. It is the clear mutual intent of each party to extend and
expand these activities.

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(i) Executive Briefings: Siebel and Andersen, in conjunction
with Microsoft have presented a series of nationwide executive briefings on
sales information systems. Executive briefings were held in 14 major cities in
the second quarter of 1995. Executive briefings were also held at the four 1995
DCI Field and Sales Force Automation conferences. Siebel and Andersen will use
the current executive briefing series as a basis for an on-going series of
seminars. It is anticipated that these executive briefings will be a key source
of highly-qualified prospects.

(ii) Key Industry Events: Siebel and Andersen will investigate
joint participation in key industry events such as the four 1996 DCI Field and
Sales Force Automation conferences. Joint marketing activities for these shows
include pre-show booth preparation, mailing, and advertising; show exhibit and
executive seminars; and post-show follow-up mailing and call backs.

(iii) Advertising: Siebel and Andersen will investigate joint
advertising in trade publications such as Oracle Magazine, DCI Show Guides,
Power Selling Magazine, and Sales and Marketing Management Magazine.

(iv) Press and Analyst Coverage: Siebel and Andersen will
jointly target editorial coverage in client/server software magazines and
through SFA client/server industry analysts including Gartner Group, Creative
Strategies, Dataquest, Meta Group and Sentry Market Research.

(v) Collateral: Siebel and Andersen will create joint collateral
materials including brochures and white papers. Andersen will explore
performing a study which will be the basis for a white paper on the
productivity improvements and benefits resulting from Sales Force Automation.

(vi) Delphi Study: Andersen and Siebel agree to investigate
joint sponsorship of a "Delphi Study" on the Sales Force Automation intentions
and requirements of major corporations. The parties expect that this study will
be self-funded by engagement clients.

(8) Neither party commits to the other any specific results of the
joint or separate marketing activities under this Agreement. However, each
party agrees to focus its best efforts in achieving the alliance goals.

(b) Publicity -- All press releases, publicity, marketing or sales
materials, or other materials developed by or on behalf of either party to
further the purposes of this Agreement that refer to this Agreement or the
relationship between the parties, or otherwise use the name of the other party,
shall be subject to prior review and written approval by the alliance executive
of the other party. There will be classes of materials that will be previously
approved by the parties and therefore do not require additional approval at the
time of use/issuance. Nothing in this Agreement conveys any license or right to
any trademark, service mark, trade name or other name of either party. The
foregoing notwithstanding, either party may include factual descriptions of the
relationship between the parties in oral presentations without consent. Both
parties agree to issue a news release to provide a market update on the
partnership in 1996.

(c) Andersen and Siebel Internal Marketing -- Andersen and Siebel agree to
implement activities to raise the internal visibility of each organization's
products and services. The Siebel/Andersen alliance team will develop
specific plans for internal marketing on an annual basis.

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CONFIDENTIAL TREATMENT REQUESTED

(d) Andersen Use of Siebel Products - In the course of working
together, Andersen will need access to Siebel products for sales and marketing,
customer projects, coordination with the Siebel sales organization and
potentially for internal Andersen uses. Siebel will license the Siebel products
to Andersen under specific software license agreements that will be
incorporated into this agreement.

(1) For the purpose of promoting Siebel Products, coordinating
sales and marketing efforts with Siebel personnel and providing configuration,
training and integration services to current licensees of the Siebel products,
Siebel will provide [***] See Attachment I, Andersen Sales and
Marketing and Services Siebel Software Licensing Agreement for this license.

(2) Andersen shall have the right to demonstrate the Siebel
Products both to customer prospects and internally with and without direct
Siebel participation.

(3) Andersen may choose to provide Siebel Products to its
organization for internal business management. A separate Siebel Product
license will be developed for piloting and rolling out Siebel Product. Pricing
will be in accordance with the following:

(i) Andersen will be able to pilot the Siebel Sales
Enterprise (including all product modules that are included in the general
release of the Siebel Sales Enterprise at the time of the pilot) during
calendar year 1996 at [***]. The pilot period will end no later than
December 31, 1996. At the conclusion of this pilot period, Andersen will have
the option to acquire a perpetual license (for internal Andersen use only) of
a maximum of [***] serial numbered seats of the Siebel Sales Enterprise
Version 2.x for a license fee of [***] payable to Siebel on or before
December 31, 1996.

(ii) Andersen's pilot users and systems personnel will
be trained and supported by Andersen's Sales Force Effectiveness team. During
the pilot period, Andersen may use a maximum of [***] copies of the Siebel Sales
Enterprise. Should the number of copies in use at Andersen exceed [***], the
usage will be considered to be a production use and the [***] license fee
shall be immediately payable to Siebel.

(iii) In the event Andersen exercises the option to
acquire the Siebel Sales Enterprise license, all updates, enhancements, bug
fixes and support that Siebel provides to its other Siebel Sales Enterprise
licensees under Siebel's standard Software Maintenance and Support Services
will be provided to Andersen during the term of this Agreement for an annual
fee of [***] of license fees, payable in advance. The maintenance period shall
begin at the time that Andersen begins production use of Siebel Sales
Enterprise.

(iv) [***].

(4) During the term of this Agreement, in consideration of
Andersen's joint marketing role, Siebel will provide to the Andersen Sales
Force Effectiveness team usage of the Siebel Products for internal usage
without additional charge.

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CONFIDENTIAL TREATMENT REQUESTED

(5) Siebel will provide Andersen access to Siebel Product training
materials for the purposes of business development, configuration center and
project team skills development, and creation of customer specific training
materials. These training materials will be made available for both internal use
and for resale and reuse at the commercial list price then in effect, currently
[***] per set. Access to Siebel Product training materials will be governed by
Attachment II (Intellectual Property Rights and Copyright Provisions) and
Attachment III (Confidentiality).

(6) Siebel also agrees to provide Andersen personnel preferred access
to Siebel product briefings, user group meetings, training sessions and
materials, and product documentation.

(e) Responsibilities -- Each party shall be and remain fully responsible
for its products and services and for all licenses and other arrangements with
users of its products and/or services, including providing warranties,
maintenance and support. Each party shall remain fully responsible for the
activities of its personnel. Each party will indemnify the other and its
officers, partners, employees and affiliates from and against any claim by any
third party arising out of the responsibilities of the indemnifying party
hereunder, provided the indemnified party shall have given prompt notice of the
claim and shall make no settlement of such claim without the express written
consent of the indemnifying party.

(f) Subcontractor Relationships -- [***]

(g) Payment Obligations -- There shall be no payments or obligations to pay
between the parties except as expressly provided in this Agreement. Neither
party shall have any right to share in any revenues derived by the other, nor
shall there be any sharing of revenue of any kind as a result of joint marketing
activities hereunder. Each party shall be fully responsible for its costs or
expenses in performing under this Agreement except as expressly provided to the
contrary in this Agreement.

(h) Intellectual Property Rights and Copyrights -- Throughout the course of
working together on this alliance, there will be many occasions where we will
share proprietary information. Both parties agree to abide by the intellectual
property and copyrights provisions described in Attachment II.

(i) Confidentiality -- Both parties agree to protect each other's
confidential information as described in Attachment III.

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(j) Facilities -- Both parties anticipate benefits from being
co-located. Facilities plans will be developed describing the facilities
requirements and cost sharing for Andersen personnel housed in Siebel facilities
and Siebel personnel in Andersen facilities.

4. RELATIONSHIP MANAGEMENT

(a) Each party shall designate an alliance executive to be its
principal representative in connection with performance under this Agreement.
The initial executives are John Rife for Andersen and Thomas Siebel for Siebel.
Both organizations should identify an alliance director responsible for the
ongoing management of the relationship.

(b) [***]

(c) Either party shall have the right to change participants in (a) and
(b) above although in any case a party's representatives shall always have
sufficient seniority and authority for the role, and shall be reasonably
acceptable to the other party.

5. TECHNOLOGY TRANSFER ACTIVITIES

(a) The parties will work together to explore ways in which they might
increase technology transfer processes to their mutual benefit. Specific
technology transfer activities and meetings will be defined from time to time
by the alliance executives and alliance directors, who will report to the Board
periodically on activities and progress in this area.

(b) [***]

(d) Andersen will from time to time provide access to Andersen
developed software products and configuration templates for Siebel's evaluation
of possible use in future releases of the Siebel Products. Any such use may
only be with the execution of a written agreement granting Siebel the rights to
use the Andersen materials.

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(e) Andersen and Siebel intend to create a "Siebel Software Configuration
Center", staffed by Andersen personnel, on Siebel premises. The staffing
levels, functions and activities of this center will be defined from time to
time by the parties.

(f) It is understood that Siebel remains fully responsible for its
products and assumes full liability to its users and others with respect to
such products.

(g) The activities of the parties with respect to technology transfer
are subject to the Intellectual Property Rights and Confidentiality Provisions
described below in Attachment II and Attachment III, respectively.

6. FACILITIES

It is to the mutual advantage of Siebel and Andersen to have staff co-resident
in a common facility. As such, both parties agree to a cost sharing of direct
and indirect facilities cost. For the existing space leased by Siebel at 4005
Bohannon Drive, Menlo Park, California, Andersen agrees to pay a pro rata share
for all facilities costs including rent, utilities and administration on a
monthly basis. Andersen's share of the costs shall be based upon its relative
space consumption.

Given the increased personnel requirements for both Siebel and Andersen
associated with our increased business activity, it is clear that Siebel's
existing facility is insufficient to meet the needs of both parties.
Accordingly, Siebel and Andersen will jointly forecast space requirements 24
months in advance and then search for the appropriate space. For this next space
leased by Siebel, Andersen agrees to develop a mutually acceptable plan to pay
for a share of all facilities costs based on the projected percentage of space
and related-services used by Andersen employees at the facility.

Andersen is also responsible for the acquisition and support of appropriately
configured computers for Andersen employees at the Siebel facility. Andersen
will retain ownership of these computers. Andersen will provide administrative
support for Andersen personnel assigned to the facility.

7. EXHIBITS AND ATTACHMENTS TO THIS AGREEMENT

(a) The parties expect and intend a flexible and dynamic relationship
pursuant to this Agreement, and recognize that details of the arrangements will
change from time to time.

(b) The following exhibit is incorporated into this Agreement:
Exhibit A -- Teaming Agreement Form

Attachment I - Andersen Sales and Marketing and Services Siebel
Software License Agreement
Attachment II - Intellectual Property Rights and Copyright Provisions
Attachment III - Confidentiality Provisions

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8. TERM AND TERMINATION

(a) The initial term of this Agreement shall be four years. Unless either
party notifies the other at least 90 days prior to expiration of a term of its
intent not to renew, this Agreement shall renew for up to two additional three
year terms on the terms set forth in this Agreement. Modifications to this
Agreement are subject to approval by the Alliance Board and the appropriate
executives in both organizations.

(b) Either party may terminate this Agreement at any time for material
breach by the other of any term of this Agreement, provided it has given the
other party prompt notice of the breach, identifying specifically the breach,
and provided further that the breaching party has not cured the breach within
30 days of its receipt of the notice.

(c) Sections 2(d), 3(e), 3(g), 3(h) and 3(i) shall survive termination of
this Agreement for any purpose, as shall any prime-subcontracts or licenses
granted hereunder (which shall be governed by their own terms).

9. MISCELLANEOUS

(a) Governing law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to its
conflict of laws rules.

(b) Notices. Any notice or formal communication required or permitted under
this Agreement shall be in writing and delivered to the parties at the
following addresses:

Andersen Consulting:

John T. Kunzweiler
Andersen Consulting LLP
1661 Page Mill Road
Palo Alto, California 94304

Seibel:

Thomas Seibel
Seibel Systems, Inc.
4005 Bohannon Drive
Menlo Park, California 94025

with a copy to
Kevin Johnson
Vice President, Legal
Seibel Systems, Inc.
4005 Bohannon Drive
Menlo Park, California 94025

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(c) Nonsolicitation. Neither party shall, during the term of this
Agreement and a period of one year after termination hereof, solicit to hire or
solicit to retain in any form any personnel of the other to which such party
was exposed during the performance of this Agreement, without prior mutual
approval.

(d) Nonassignment. Neither this Agreement nor any of the rights or
obligations hereunder shall be assigned by either party without the prior
written consent of the other party, provided that Andersen may assign this
Agreement to any other entity within the Andersen Worldwide organization via
the local country addendum.

(e) Entire agreement. This Agreement, together with the Attachments,
constitutes the entire business agreement between the parties hereto and
supersedes any and all prior agreements, arrangements and/or understandings
between the parties relating to the subject matter hereof. This Agreement shall
not be deemed or construed to be modified or amended except by written
agreement of the parties. In no event shall either party to this Agreement have
any liability to the other for any incidental, consequential, indirect or
punitive loss, damage or expense, even if it has been advised of its possible
existence.

(f) No Waiver. The failure of either party at any time to require
performance by the other of any provision hereof shall in no way constitute a
waiver thereof unless waived in writing. Nor shall the waiver of any breach of
any provision hereof be held to be a waiver of any subsequent breach of such
provision or any other provision.

(g) Force Majeure. Neither party shall be liable for any delays or
failure in performance due to causes beyond its reasonable control.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.

SIEBEL SYSTEMS, INC. ANDERSEN CONSULTING LLP

BY BY
------------------------------ -----------------------------

TITLE TITLE
-------------------------- --------------------------

SIGNATURE/DATE SIGNATURE/DATE
----------------- -----------------

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SIEBEL SYSTEMS AND ANDERSEN CONSULTING

STRATEGIC BUSINESS ALLIANCE

ATTACHMENT I

SIEBEL SOFTWARE LICENSE
14
ANDERSEN CONSULTING
SALES AND MARKETING AND SERVICES
SIEBEL SALES ENTERPRISE
SOFTWARE LICENSE AND SERVICES AGREEMENT

THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is
between SIEBEL SYSTEMS, INC., with its principal place of business at 4005
Bohannon Drive, Menlo Park, CA 94025 ("Siebel"), and Andersen Consulting LLP,
with its principal place of business at 69 West Washington, Chicago, IL 60602
("Customer").

The terms of this Agreement shall apply to each Program License granted
by Siebel under this Agreement. When completed by the parties, the Order Form(s)
to this Agreement shall evidence the Program Licenses granted and the services
to be provided to Customer hereunder.

1. DEFINITIONS

1.1 "PROGRAM" OR "PROGRAMS" shall mean the computer software in object
code form owned or distributed by Siebel for which customer is
granted a Program License pursuant to this Agreement; the media
upon which such software is delivered to Customer; the guides and
manuals for use of such software ("Documentation"); and Updates.

1.2 "DESIGNATED SYSTEM" OR "DESIGNATED SYSTEMS" shall mean the
computer hardware and operating system(s) designated on the Order
Form(s).

1.3 "USER SYSTEM" shall mean the computer hardware and operating
systems operated by Users in the course of their employment with
Customer, including notebook and portable computers.

1.4 "SERVER PROGRAMS" shall mean those portions of the Programs that
reside and operate on the Designated System.

1.5 "USER PROGRAMS" shall mean those portions of the Programs that
reside and operate on User Systems.

1.6 "USER" OR "USERS" shall mean an individual or individuals
authorized by Customer to use specified Programs, regardless of
whether the individual is actively using the Programs at any given
time. The maximum number of Users that may use the User Programs
or access the Server Programs consistent with the terms of Program
Licenses granted herein is specified on the Order Form(s).

1.7 "LIMITED PRODUCTION PROGRAM" shall mean a Program which is not
generally licensed for commercial use by Siebel or which is not
listed in Siebel's generally available marketing literature or
which is designated as a Limited Production Program by Siebel.

1.8 "ANCILLARY PROGRAM" shall mean third party software delivered with
or embedded in the Programs that is necessary for the operation of
the Programs.

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2. PROGRAM LICENSE

2.1 RIGHTS GRANTED.

A. Siebel grants to Customer a nontransferable, nonexclusive
license to use the Programs which the Customer obtains under
this Agreement ("Program License") as follows:

i) To use the User Programs and Server Programs solely in
connection with Customer's consulting activities,
including marketing, training, configuration, limited
internal pilots, and integration, which support
marketing and licensing of the Programs by Siebel to
other third parties, up to the applicable maximum
number of designated Users as set forth in the Order
Form(s);

ii) To use the Documentation provided with the Programs in
support of customer's authorized use of the Programs;

iii) To use the Programs in conjunction with other software
products.

B. Customer agrees not to cause or permit the reverse
engineering, disassembly or decompilation of the Programs.

C. Customer agrees not to use Programs in connection with
Customer's internal information management requirements other
than those activities described in 2.1.A.i above.

D. Siebel shall retain all title, copyright and other
proprietary rights in and to the Programs. Customer does not
acquire any rights, express or implied, in the Programs,
other than those specified in this Agreement. In the event
that Customer makes suggestions to Siebel regarding new
features, functionality or performance enhancements that
Siebel adopts for the Programs, such new features,
functionality or performance shall become the sole and
exclusive property of Siebel.

E. To use a Program, Customer may need to use an Ancillary
Program. The Ancillary Program may be used only in
combination with Programs for the purpose of installing or
operating Programs as described on the Order Form(s) or
Documentation, and for no other purpose. Customer shall have
no right to use Ancillary Programs in connection or
combination with any other software programs.

F. As an accommodation to Customer, Siebel may supply Customer
with preproduction releases of Programs (which may be labeled
"Alpha" or "Beta"). Customer acknowledges that these products
may not be suitable for general use.

G. Siebel hereby represents and warrants that it has the right
to provide the Programs to Customer under this agreement.

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2.2 TRANSFER AND ASSIGNMENT. Customer may transfer a Program within
its organization from the Designated System to another Designated
System, provided Customer maintains a log showing the distribution
of Programs.

2.3 VERIFICATION. At Siebel's written request, not more frequently
than annually, Customer shall furnish Siebel with a certificate
executed by an officer of Customer (a) verifying that the Programs
are being used pursuant to the provisions of this Agreement,
including any User and other limitations; and (b) listing the
locations, types and serial numbers of the Designated Systems on
which the Programs are run.

Siebel may, at its expense and upon thirty (30) days prior written
notice to Customer, audit Customer's use of the Programs. Any such
audit shall be conducted during regular business hours and shall
not unreasonably interfere with Customer's business activities.
Audits shall be conducted no more than once annually.

3. TERM AND TERMINATION.

3.1 TERM. Each Program License granted under this Agreement shall
remain in effect perpetually unless the Program License or this
Agreement is terminated as provided in Section 3.2 or 3.3.

3.2 TERMINATION BY CUSTOMER. Customer may terminate any Program
License at any time by providing written notice to Siebel;
provided, however, that termination hereunder shall not relieve
Customer of its obligations specified in Section 3.4.

3.3 TERMINATION BY SIEBEL. Siebel may terminate this Agreement or any
Program License at any time by providing written notice to
Customer.

3.4 EFFECT OF TERMINATION. Termination of this Agreement or any
license shall not limit either party from pursuing other remedies
available to it including injunctive relief. The parties' rights
and obligations under Sections 2.1.B, 2.1.D, and Sections 4 and 5
shall survive termination of this Agreement.

3.5 HANDLING OF PROGRAMS UPON TERMINATION. If a Program License
granted under this Agreement terminates, Customer shall: (a) cease
using the Programs, and (b) certify to Siebel with ten (10) days
after expiration or termination that Customer has to the best of
their knowledge destroyed or has returned to Siebel the Programs
and all copies. This requirement applies to copies in all forms,
partial and complete, in all types of media and computer memory,
and whether or not modified or merged into other materials.

4. DISCLAIMERS AND LIMITATION OF LIABILITY.

4.1 DISCLAIMERS. Siebel makes no warranty or representation whatsoever
regarding the Programs or Documentation including but not limited
to any express or implied warranty, including any implied
warranties of merchantability or fitness for a particular purpose.
Siebel does not warrant that the Programs will meet Customer's
requirements, that the Programs will operate in the combinations
which Customer may select for use, that the operation of the
Programs will be uninterrupted or error- free, or that all Program
errors will be corrected.

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4.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE,
DATA OR USE, INCURRED BY EITHER PARTY OF ANY THIRD PARTY, WHETHER
IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The provisions of this Agreement allocate the risks between Siebel
and Customer. Siebel's pricing reflects this allocation of risk
and the limitation of liability specified herein.

5. GENERAL TERMS

5.1 NONDISCLOSURE. By virtue of this Agreement, the parties may have
access to information that is confidential to one another
("Confidential Information"). Siebel's Confidential Information
shall include but not be limited to the Programs, source code,
algorithms, formulas, methods, know how, processes, designs, new
products, developmental work, marketing requirements, marketing
plans, customer names, prospective customer names, the terms and
pricing under this Agreement, and all information clearly
identified in writing at the time of disclosure as confidential.

A party's Confidential Information shall not include information
that: (a) is or becomes a part of the public domain through no act
or omission of the other party; (b) was in the other party's
lawful possession prior to the disclosure and had not been
obtained by the other party either directly or indirectly from the
disclosing party; (c) is lawfully disclosed to the other party by
a third party without restriction on disclosure; or (d) is
independently developed by the other party. Customer shall not
disclose the results of any performance tests of the Programs to
any third party without Siebel's prior written approval.

The parties agree to hold each other's Confidential Information in
confidence during the term of this Agreement and for a period of
five years after termination of this Agreement. The parties agree,
unless required by law, not to make each other's Confidential
Information available in any form to any third party or to use
each other's Confidential Information for any purpose other than
the implementation of this Agreement. Each party agrees to take
all reasonable steps to ensure that Confidential Information is
not disclosed or distributed by its employees or agents in
violation of the terms of this Agreement.

5.2 GOVERNING LAW. This agreement and all matters arising out of or
relating to this Agreement, shall be governed by the laws of the
State of California, excluding its conflict of law provisions.

5.3 JURISDICTION. Any legal action or proceeding relating to this
Agreement shall be instituted in a state court in Santa Clara or
San Mateo County, California, or in a federal court in the
Northern District of California. Siebel and Customer agree to
submit to the jurisdiction of, and agree that venue is proper in
these courts in any such legal action or proceeding.

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5.4 NOTICES. All notices, including notices of address change,
required to be sent hereunder shall be in writing and shall be
deemed to have been given upon the date sent by confirmed
facsimile or three (3) days following the date such notice was
mailed by first class mail, to the addresses first set forth
above.

To expedite order processing, Customer agrees that Siebel may
treat documents faxed by Customer to Siebel as original documents;
nevertheless, either party may require the other to exchange
original signed documents.

5.5 SEVERABILITY. In the event any provision of this Agreement is held
to be invalid or unenforceable, the remaining provisions of this
Agreement will remain in full force.

5.6 WAIVER. The waiver by either party of any default or breach of
this Agreement shall not constitute a waiver of any other or
subsequent default or breach. Except for actions for nonpayment or
breach of Siebel's proprietary rights in the Programs, no action,
regardless of form, arising out of this Agreement may be brought
be either party more than one year after the cause of action has
occurred.

5.7 EXPORT ADMINISTRATION. Customer agrees to comply fully with all
relevant export laws and regulations of the United States ("Export
Laws") to assure that neither the Programs nor any direct product
thereof are (i) exported, directly or indirectly, in violation of
Export Laws; or (ii) are intended to be used for any purposes
prohibited by the Export Laws, including, without limitation,
nuclear, chemical, or biological weapons proliferation.

5.8 RELATIONSHIP BETWEEN THE PARTIES. Siebel is an independent
contractor; nothing in this Agreement shall be construed to create
a partnership, joint venture or agency relationship between the
parties.

5.9 SUCCESSORS. This Agreement shall inure to the benefit of the
successors and assigns of Siebel and, subject to the restrictions
transfer or assignment herein set forth, shall be binding upon the
Customer and Customer's successors and assigns.

5.10 ENTIRE AGREEMENT. This Agreement, together with the exhibits,
appendices and attachments hereto, constitutes the complete
agreement between the parties and supersedes all prior or
contemporaneous agreements or representations, written or oral,
concerning the subject matter of this Agreement and such exhibits,
appendices and attachments. This Agreement may not be modified or
amended except in writing signed by a duly authorized
representative of each party; no other act, document, usage or
custom shall be deemed to amend or modify this Agreement.

THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE JANUARY 1, 1995.

EXECUTED BY ANDERSEN CONSULTING LLP EXECUTED BY SIEBEL SYSTEMS, INC.

Signature: Signature:
------------------------ ---------------------

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

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

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CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT 1

SOFTWARE LICENSE AND SERVICES ORDER FORM

Software licenses and services shall be provided by Siebel Systems,
Inc. ("Siebel") to Andersen Consulting LLP ("Customer") pursuant to this Order
Form and the Software License and Services Agreement dated November 3, 1995
("Agreement").

DESIGNATED SYSTEM (SERVER): Hardware: N/A
Operating System: N/A

LOCATION OF DESIGNATED SYSTEM(S): N/A

NUMBER OF AUTHORIZED
DESIGNATED SYSTEMS: N/A

NUMBER OF AUTHORIZED USERS: [***]

USER PROGRAMS LICENSED:

User Programs: Part Number Price per User
-------------- ----------- --------------

Opportunity Management System W310MSUS001-v1.0 $ [***]
Marketing Encyclopedia W31MESUS001-v1.0 $ [***]

Electronic Document Manager W31EDMUS001-v1.0 $ [***]
Correspondence and Fulfillment W31C&FFUS001-v1.0 $ [***]

Revenue Forecasting W31FORUS001-v1.0 $ [***]
Quote Generation W31QUOUS001-v1.0 $ [***]

Reportwriter with Standard Reports W31REPUS001-v1.0 $ [***]
Field Sale Connectivity W31FSCUS001-v1.0 $ [***]

Total: $ [***]

The Program License fee per User referenced herein shall only apply to
a maximum of [***] users.

ORDER ACCEPTED AND ACKNOWLEDGED:

--------------------------------- ---------------------------------
ANDERSEN CONSULTING, LLP. SIEBEL SYSTEMS, INC.

DATE: DATE:
---------------------------- ----------------------------

7
20

SIEBEL SYSTEMS AND ANDERSEN CONSULTING

STRATEGIC BUSINESS ALLIANCE

ATTACHMENT II

INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT PROVISIONS

1
21

SIEBEL SYSTEMS, INC. AND ANDERSEN CONSULTING LLP

INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT PROVISIONS AGREEMENT

THIS INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT PROVISIONS AGREEMENT is
entered into by and between SIEBEL SYSTEMS, INC. ("Siebel") and ANDERSEN
CONSULTING LLP ("Andersen"), effective March 17, 1995.

1. DEFINITIONS.

1.1 "WORK PRODUCTS" shall mean all inventions, whether or not
patentable, know-how, original works of authorship, developments, improvements
or trade secrets (including but not limited to, computer software or related
product such as training materials, product documentation, presentations,
marketing collateral, etc.).

1.2 "PROPRIETARY RIGHTS" means all patents, trade secrets,
copyrights and other intellectual property rights.

1.3 "APPLICATION USER TRAINING" shall refer to training
materials incorporated into Siebel's General Release Product.

1.4 "APPLICATION USAGE TRAINING" shall refer to training
materials that are not incorporated into Siebel's General Release Product.

2. OWNERSHIP OF SIEBEL DEVELOPED WORK PRODUCTS. Siebel shall own
all Proprietary Rights in all Work Products developed by Siebel. Such
Siebel-owned Work Products, means all Work Products to which Siebel has
materially contributed to the specification, design, coding, documentation,
quality assurance or support, notwithstanding minor contributions by Andersen.
Andersen hereby assigns all Proprietary Rights in such Siebel-owned Work
Products to Siebel and agrees that such Siebel-owned Work Products may be used
by Andersen only with Siebel's prior written consent. Notwithstanding the
foregoing, Siebel agrees that if any such Siebel-owned Work Products contain
information which is confidential to Andersen, it shall be used by Siebel only
in accordance with the terms of the Nondisclosure Agreement. In general, all
software and related products developed by Siebel personnel are solely owned
and copyrighted by Siebel. In general, any computer software or related product
(training materials, product documentation, presentations, marketing
collateral, etc.) upon which Siebel contributes materially to the
specification, design, coding, documentation, quality assurance or support will
be classified as Siebel-owned work product. Such products may be used by
Andersen only with the permission of Siebel.

3. OWNERSHIP OF ANDERSEN DEVELOPED WORK PRODUCTS. Andersen shall
own all Proprietary Rights in any Work Products developed by Andersen. Such
Andersen-owned Work Products means all Work Products to which Andersen has
materially contributed to the specification, design, coding, documentation,
quality assurance or support, notwithstanding minor contributions by Siebel.
Siebel hereby assigns all Proprietary Rights in such Andersen-owned Work
Products to Andersen and agrees that such Andersen-owned Work Products may be
used by Siebel only with Andersen's prior written consent. Notwithstanding the
foregoing, Andersen agrees that if any such Andersen-owned Work Products
contain information which is confidential to Siebel, it shall be used by
Andersen only in accordance with the terms of the Nondisclosure Agreement. The
Andersen-owned Work Products shall include a copyright notice identifying
Andersen as the owner of the copyright therein.

22
4. OWNERSHIP OF JOINTLY DEVELOPED WORK PRODUCTS. Work Products shall be
deemed to have been jointly developed only when Siebel and Andersen agree in
writing in advance in the form of a Joint Development Agreement, and each party
materially participates in any phase of specification, design, coding,
documentation, quality assurance, or support. The purpose of a Joint
Development Agreement is to consider up front the potential economic and
strategic value of the proposed Work Products, as well as specifically
articulate "material participation" in terms of roles, responsibilities, effort
level, schedule, etc. of each party. A Joint Development Agreement also
addresses ownership rights if different from those identified in this section
of this Agreement. Ownership of jointly-developed Work Products will be
determined by type of Work Products as follows:

4.1 SOFTWARE. All software products, including new modules for
the General Release versions of Siebel software products (any Siebel product
that is or will be generally and commercially available) (the "Base Systems"),
interfaces to other products, and APIs (the "Software Work Product") will be
made available to Siebel for inclusion in the General Release of the Base System
at Siebel's discretion. Andersen hereby assigns to Siebel its Proprietary Rights
in such Software Work Products unless specified otherwise in a Joint Development
Agreement. Siebel shall be solely responsible for support of such Software Work
Product. For Software Work Products not incorporated in the Base System,
Andersen shall have an exclusive, royalty-free, fully-paid, worldwide,
perpetual, irrevocable license to use such Software Work Products and to
distribute such Software Work Products to joint Siebel/Andersen customers of the
Base System, provided that Andersen shall assume all responsibility for support
of such Software Work Products although Andersen is under no obligation to offer
such support to any customer. These distribution rights shall be exclusive of
other third party Siebel system implementors.

4.2 TRAINING MATERIALS. All Application User Training material
shall be owned by Siebel. Siebel agrees that Andersen will be given
royalty-free access to Application User Training material for inclusion in
Andersen developed Application Usage Training material. Royalty payments will
be determined on a case by case basis depending on specific commercial
arrangements for remarketing/reselling of Application Usage Training. Andersen
has the Proprietary Rights to Application Usage Training developed by Andersen.
The Siebel owned Application User Training shall include a copyright notice
identifying Siebel as the owner of the copyright therein. The Andersen owned
Application Usage Training shall include a copyright notice identifying
Andersen as the owner of the copyright therein. All Andersen Application Usage
Training will clearly identify Siebel Application User Training (or the system
documentation incorporated therein) and include appropriate copyright
identification.

4.3 CONFIGURATION TEMPLATES. Specific configurations of the
Base System which are jointly developed by Siebel and Andersen to address a
particular industry, market, or client need, shall be jointly-owned and both
parties agree to use such configuration templates only at joint Siebel/Andersen
customer engagements without obligation to account, unless otherwise documented
in the Joint Development Agreement or the Teaming Agreement. Any jointly-owned
configurations of the Base System shall include a valid copyright notice
identifying both Siebel and Andersen as joint owners of the copyright therein.

3
23
4.4 OTHER WORK PRODUCTS. Other Work Products that are jointly developed
by Siebel and Andersen, including product demonstrations, presentations and
marketing collateral, will be jointly-owned and may be used without restriction
by either party without obligation to account, subject to each party's
obligations pursuant to the Nondisclosure Agreement. Any jointly-owned Other
Work Products shall include a valid copyright notice identifying both Siebel and
Andersen as joint owners of the copyright therein.

4.5 JOINTLY DEVELOPED COPYRIGHT MARK. Jointly developed documents that
contain proprietary or confidential information should be marked as such. To
facilitate the creation and security of these documents, the following verbiage
should appear on all jointly developed documents:

"This document contains confidential and/or copyrighted material
proprietary to Siebel Systems, Inc. and confidential and/or copyrighted material
proprietary to Andersen Consulting. This document, and the information and ideas
herein, may not be disclosed, copied, reproduced or distributed to anyone
outside Siebel Systems, Inc. and Andersen Consulting without prior written
consent of Siebel Systems and Andersen Consulting. Upon request, the recipient
will promptly return this document without retaining any copies and destroy all
analysis, reports or the other extracts based on the document."

5. PRE-EXISTING ANDERSEN MATERIALS. In the course of the development effort
hereunder, the parties may conclude that pre-existing Andersen proprietary
materials might be appropriate for use in connection with the Siebel Products.
In such cases, agreed by the parties in writing, Andersen will retain its
ownership in such materials and shall be free to continue to use them without
restriction, but will provide a license to Siebel to use or incorporate such
materials with the Siebel Products.

6. GENERAL

6.1 This Agreement may not be transferred or otherwise transferred by
either party, in whole or in part, without the prior written consent of the
other party. No provision of this Agreement may be waived except by a writing by
the party to be charged, nor may this Agreement be amended except by a writing
executed by both parties.

6.2 The foregoing represents the complete and exclusive statement of the
agreement between the parties with respect to the subject matter of this
Agreement and supersedes any and all prior oral or written agreements,
proposals, commitments, understandings, or communications with respect to the
subject matter of this Agreement.

4
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed, each by its duly authorized representative, as of the date first
above written.

SIEBEL SYSTEMS, INC. ANDERSEN CONSULTING LLP

Address: 4005 Bohannon Drive Address:
Menlo, Park, CA 94025

By: By:
- ------------------------------- ---------------------------------
(Print Name) (Print Name)

- ------------------------------- ---------------------------------
(Title) (Title)

- ------------------------------- ---------------------------------
(Signature/Date) (Signature/Date)

5
25
SIEBEL SYSTEMS AND ANDERSEN CONSULTING

STRATEGIC BUSINESS ALLIANCE

ATTACHMENT III

CONFIDENTIALITY

DRAFT 5/6/96
26
SIEBEL SYSTEMS, INC./ANDERSEN CONSULTING LLP
MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made effective as of the 17th day of March, 1995 by and
between Siebel Systems, Inc. ("Siebel") a California corporation, and Andersen
Consulting LLP, ("Andersen") an Illinois partnership, to assure the protection
and preservation of the confidential and/or proprietary nature of information
to be disclosed or made available to each other.

In reliance upon and in consideration of the following undertakings, the
parties agree as follows:

1. Subject to the limitations set forth in Paragraph 2, all information
disclosed to the other party identified or marketed as proprietary or
confidential shall be deemed to be "Proprietary Information" provided however
that the following information or materials shall be deemed to constitute
Proprietary Information without the requirements that a party identify or mark
such information as proprietary or confidential; any trade secret, information,
process, technique, algorithm, computer program (source and object code),
documentation, training materials, design, drawing, formula or test data
relating to any research project, work in process, future development,
engineering, manufacturing, marketing, servicing, financing or personnel matter
relating to the disclosing party, its present or future products, sales,
suppliers, clients, customers, employees, investors or business, whether in
oral, written, graphic or electronic form. Proprietary Information shall also
include all information which either party has received from others and which
it is obligated to treat as confidential. If Proprietary Information is
disclosed in oral form, the disclosing party shall use reasonable efforts to
thereafter summarize it in writing and transmit it to the other party within
thirty (30) days of the oral disclosure.

2. The term "Proprietary Information" shall not be deemed to include
information which: (a) is now, or hereafter becomes, through no act or failure
to act on the part of the receiving party, generally known or available; (b) is
known by the receiving party at the time of receiving such information as
demonstrated by competent evidence; (c) is hereafter furnished to the receiving
party by a third party, as a matter of right and without restriction on
disclosure; (d) is independently developed by the receiving party without any
breach of this Agreement as demonstrated by competent evidence; or (e) is the
subject of a prior written permission to disclose provided by the disclosing
party.

3. Each party agrees to protect and treat the confidentiality of the other
party's Proprietary Information in a manner consistent with how it protects and
treats its own proprietary and confidential information. Each party may use
such Proprietary Information only to the extent required to accomplish the
purposes of the Master Alliance Agreement between the parties. Proprietary
Information shall not be used for any purpose or in any manner that would
constitute a violation of any laws or regulations, including without limitation
the export control laws of the United States. No rights or licenses to
trademarks, inventions, copyrights or patents are implied or granted under this
Agreement.

4. Proprietary Information shall not be reproduced in any form except as
reasonably required to accomplish the intent of the Master Alliance Agreement.

2
27

5. Each party under this Agreement shall advise its employees who might
have access to Proprietary Information of the other party of the confidential
nature thereof and agrees that its employees shall be bound by the terms of
this Agreement. No Proprietary Information shall be disclosed to any employee
who does not have a need for such information. The receiving party shall not
disclose any Proprietary Information to any third party without the disclosing
party's express, written consent. For the purposes of this Section 5, the term
"employee" shall include, in addition to employees, directors, officers,
consultants and other agents of the receiving party.

6. All Proprietary Information (including all copies thereof) shall remain
the property of the disclosing party and shall be returned to the disclosing
party after the receiving party's need for it has expired of upon request of
the disclosing party, and in any event, upon completion or termination of this
Agreement.

7. Notwithstanding any other provision of this Agreement, disclosure of
Proprietary Information shall not be precluded if such disclosure:

(a) is in response to a valid order of a court or other governmental
body of the United States or any political subdivision thereof; provided,
however, that the responding party shall first have given notice to the other
party hereto to allow such other party to make a reasonable effort to obtain a
protective order requiring that the Proprietary Information so disclosed be
used only for the purposes for which the order was issued;

(b) is otherwise required by law; or

(c) is otherwise necessary to establish rights or enforce obligations
under this Agreement, but only to the extent that any such disclosure is
necessary.

8. This Agreement shall be coterminous with the term of the Master
Alliance Agreement. The termination of this Agreement shall not relieve either
party of the obligations imposed by Paragraphs 3, 4, 5 and 6 of this Agreement
with respect to Proprietary Information disclosed prior to the effective date
of such termination and the provisions of those Paragraphs shall survive the
termination of this Agreement for a period of five (5) years from the date of
such termination.

9. This Agreement shall govern all confidentiality issues between the
parties and supersedes any prior agreements. Specifically, the terms of this
Agreement will govern all employee access agreements that will be signed by
Andersen personnel and their agents.

Agreed To: Agreed To:
Siebel Systems, Inc. Andersen Consulting LLP
Address: 4005 Bohannon Drive Address:
Menlo Park, CA 94025

By: By:
- ------------------------------------ --------------------------------------
(Print Name) (Print Name)

- ------------------------------------ --------------------------------------
(Title) (Title)

- ------------------------------------ --------------------------------------

(Signature/Date) (Signature/Date)