Negative Pledge Agreement

Exhibit 10.2


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of December 28, 2001, by and between BOTTOMLINE TECHNOLOGIES (de), INC. ("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:


1. Except for the granting of non-exclusive licenses or
sublicenses by Borrower in the ordinary course of business,
Borrower has not, and shall not, sell, transfer, assign,
mortgage, pledge, lease, grant a security interest in, or
encumber any of Borrower's Intellectual Property (as defined
below).


2. Borrower has not, and shall not, enter into a negative pledge
agreement, or similar agreement, affecting the rights of the
Intellectual Property with any other party.


3. It shall be an event of default under the Loan Documents
between Borrower and Bank if there is a breach of any term of
this Negative Pledge Agreement.


4. As used herein,


a. "Intellectual Property" means:


(i) Any and all Copyrights;


(ii) Any and all trade secrets, and any and all
intellectual property rights in computer
software and computer software products now
or hereafter existing, created, acquired or
held;


(iii) Any and all design rights which may be
available to Borrower now or hereafter
existing, created, acquired or held;


(iv) All Mask Works or similar rights available for
the protection of semiconductor chips;


(v) All Patents;


(vi) Any Trademarks;


(vii) Any and all claims for damages by way of
past, present and future infringements of any
of the rights included above, with the right,
but not the obligation, to sue for and
collect such damages for said use ...