FORM OF TAX INDEMNIFICATION AGREEMENT

EXHIBIT 10.7



MANHATTAN ASSOCIATES, INC./_____________________





TAX INDEMNIFICATION AGREEMENT



This TAX INDEMNIFICATION AGREEMENT, dated as of the 27th day of February, 1998, is entered into by MANHATTAN ASSOCIATES, INC., a Georgia corporation (the "Company") and ____________________________________________ ("Shareholder").





WHEREAS, the Shareholder holds (directly or indirectly) outstanding

interests in Manhattan Associates, LLC, a Georgia limited liability

company ("Manhattan LLC"), as such term is defined in the Operating

Agreement of the Company, as amended (the "Interests"); and



WHEREAS, Manhattan LLC is now contemplating restructuring from a limited

liability company into a C corporation by the transfer of all of its

business and assets to the Company in exchange for Voting Common Stock, no

par value (the "Common Stock") of the Company pursuant to a Subscription

and Contribution Agreement (the "Contribution Agreement") and immediately

thereafter the dissolution and liquidation of Manhattan LLC and the

distribution of all shares in the Company so received to the shareholders

of Manhattan LLC, including the Shareholder; and



WHEREAS, after the restructuring, the Company is contemplating offering and

selling shares of such Common Stock to the public (the "Public Offering");



WHEREAS, the parties hereto wish to set forth their agreement with respect

to certain adjustments to the federal and state income tax liability of the

Shareholder and the Company attributable to Tax Items of Manhattan LLC that

pass through to the Shareholder under the provisions of federal or state

law for the period during which Manhattan LLC is a limited liability

company;



NOW, THEREFORE, for value received, the parties agree as follows:



ARTICLE I





For purposes of this Agreement the following definitions shall apply:



(a) "Adjustment" shall mean any proposed or final change in any Tax

---------- liability initiated by any of the Shareholders, the Company, Manhattan LLC, or the IRS, state or local taxing authority, or any other relevant taxing authority.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended and in

---- effect for the taxable period in question.



(c) "Company Tax Benefit" shall mean a reduction in the Income Tax

------------------- liability of the Company for any taxable period beginning after the date of the Transaction. The Company shall be deemed to have received or realized a Company Tax Benefit from a Tax Item in a taxable period only if and to the extent that the Company's Income Tax liability for such period is less than it would have been if such liability were determined without regard to such Tax Item. The Company shall be deemed to have realized or received a Company Tax Benefit with respect to a carryover is used to produce a Company Tax Benefit.



(d) "Final Determination" shall mean the final resolution of any Tax

------------------- liability (including all related interest and penalties) for a taxable period. A Final Determination shall result from the first to occur of:



(i) the expiration of 30 days after IRS acceptance of a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment on Federal Revenue Form 870 or 870-AD (or any successor comparable form or the expiration of a comparable period with respect to any comparable agreement or form under the laws of other jurisdictions), unless, within such period, the taxpayer gives notice to the other party of the taxpayer's intention to attempt to recover all or part of any amount paid pursuant to the Waiver by the filing of a timely claim for refund;



(ii) a decision, judgment, decree, or other order by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final;



(iii) the execution of a closing agreement under section 7121 of the Code or the acceptance by the IRS or its counsel of an offer in compromise under section 7122 of the Code, or comparable agreements under the laws of other jurisdictions;



(iv) the expiration of the time for filing a claim for refund or for instituting suit in respect of a claim for refund disallowed in whole or part by the IRS or other relevant taxing authority;



(v) any other final disposition of the tax liability for such period by reason of the expiration of the applicable statute of limitations; or



(vi) any other event that the parties agree is a final and irrevocable determination of the liability at issue.



(e) "Income Tax" shall mean federal income taxes and state and local taxes

---------- imposed upon, or measured by, income. Income Tax includes interest, penalties, and other additions to tax.



(f) "IRS" shall mean the United States Internal Revenue Service or any

--- successor, including, but not limited to, its agents, representatives, and attorneys.





(g) "Tax" shall mean any federal, state, local or foreign income, gross

--- receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code (S) 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.



(h) "Tax Benefit" shall mean a reduction in the personal Income Tax

----------- liability of the Shareholder (as a result of Tax Items of Manhattan LLC and all other Tax Items reflected on the Shareholder's tax return) for any taxable period. The Shareholder shall be deemed to have realized or received a Tax Benefit from a Tax Item in a taxable period only if and to the extent that the Shareholder's personal Income Tax liability for such period is less than it would have been if such liability were determined without regard to such Tax Item. The Shareholder shall be deemed to have realized or received a Tax Benefit with respect to a carryover only if, ...