Code of Conduct & Ethics
Purpose

Agile is committed to conducting its business affairs with honesty, integrity and ethics. This policy documents Agile’s Code of Conduct & Ethics.

Scope

This Code of Conduct & Ethics (the “Code”) applies to all officers, full and part time employees, contract workers and directors of Agile Software Corporation (“Agile” or the “Company”) worldwide. All of our employees, officers and directors must conduct themselves in accordance with this Code. Conduct in violation of the policy reflected in this Code is unacceptable in the workplace and in any work-related setting outside the workplace.

General Statement of Policy

This Code provides a general statement of the expectations of Agile regarding the ethical standards that each director, officer and employee should adhere to while acting on behalf of Agile. The key to compliance with the code is consistently exercising good judgment. This means following the spirit of this Code and the law when the Code and the law do not provide specific guidance. When in doubt, you should ask yourself:

*                Am I following the spirit, as well as the letter, of the Code and the law?

*                Would I want my actions reported on TV or in the local press?

*                How would I view my actions if another person were taking them?

*                Will there be any direct or indirect negative consequences for the Company?

Any employee or contract worker who violates this Code will be subject to disciplinary action, up to and including termination of his/her employment or engagement. If at any time you have doubts about whether this Code applies, or how to apply the Code, you should talk to your manager or to the General Counsel.

Compliance with Laws

You must comply with all federal, state and local laws applicable to your activities on behalf of Agile and perform your duties to Agile in an honest and ethical manner. Laws that govern the conduct of Agile’s business include: antitrust and unfair competition; taxation; employment, securities trading; health & safety; foreign corrupt practices; import/export matters; and intellectual property (patents/copyright/trademark). If a law conflicts with this Code, you must comply with the law. If a local custom or practice (as opposed to a law) conflicts with this Code, you must comply with the Code. If you have any questions about what law might apply to a particular situation, or concerning potential conflicts between local custom and this Code, you should ask your manager or Agile’s General Counsel.

Conflicts of Interest

You should avoid situations in which your personal, family or financial interests conflict with those of Agile or compromise its interests. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes action or has interests that may make it difficult to perform his or her Company work objectively and effectively. See Appendix A for some examples of situations that may create potential conflicts of interest.

You should handle all actual or apparent conflicts of interest between your personal and professional relationships in an honest and ethical manner. Conflicts are not always clear-cut. If you become aware of a conflict or potential conflict of interest, or are unsure whether a conflict is presented by a particular situation, you should contact your manager or the General Counsel for further guidance.

Disclosure

It is of paramount importance to Agile that all disclosure in documents filed by Agile with the Securities and Exchange Commission or in other public communications by Agile is full, fair, accurate, timely and understandable. All officers, directors, employees and contract workers must take all steps consistent with their role within the Company and necessary to assist Agile in fulfilling these responsibilities, including providing timely and accurate information in connection with preparation of public disclosures and reports.

Code of Ethics for Senior Officers

Agile’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President of Finance, Controller and each Executive and Senior Vice President (the “Senior Officers”) each bear a special responsibility for promoting integrity throughout the Company. Furthermore, the Senior Officers have a responsibility to foster a culture throughout the Company as a whole that ensures the fair and timely reporting of the Company’s results of operation and financial condition and other financial information.

Because of this special role, the Senior Officers are bound by the following Senior Officer Code of Ethics, and each agrees that he or she will:

*                Perform his or her duties in an honest and ethical manner.

*                Handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner.

*                Take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.

*                Comply with all applicable laws, rules and regulations of federal, state and local governments.

Insider Trading

You are prohibited under both federal law and Company policy from purchasing or selling Company stock or derivative financial instruments such as puts and calls, directly or indirectly, on the basis of material non-public information concerning the Company. Please refer to Agile’s Insider Trading Policy for specific details.

Reporting and Compliance

If you become aware of conduct by an officer, director, employee or contract worker which you believe in good faith is a potential violation of this Code of Conduct & Ethics or you have any complaint or concern regarding Agile’s accounting, internal accounting controls, or auditing matters, or any concerns regarding questionable accounting or auditing matters, you should notify your own or any other Agile manager, the Chief Executive Officer, the General Counsel or the Chief Financial Officer as soon as possible. Supervisors are required to refer all reports of possible violations to the Chief Executive Officer, the General Counsel, the Chief Financial Officer or the Chair of the Audit Committee.

Alternatively, if you wish to report such matters anonymously, you may mail a description of the concern or complaint to the attention of either the General Counsel, the Chief Financial Officer or the Chair of the Audit Committee, at the following address:

Agile Software Corporation
6373 San Ignacio Avenue
San Jose, CA 95119, USA

Complaints and allegations of violations of this Code will be handled as described in Appendix B to this Code. Allegations of violations of the Code should be made only in good faith and not to embarrass or put someone in a false light. If you become aware of a suspected or potential violation don’t try to investigate or resolve it on your own. Prompt disclosure under this Code is vital to ensuring a timely and thorough investigation and resolution. You are expected to cooperate in internal or external investigations or alleged violations of the Code.

Further Information

Please contact the Chief Executive Officer, the General Counsel or the Chief Financial Officer if you have any questions about this Code or require further information.

The most current version of this Code will be posted on the Company’s website. Any substantive amendment or waiver of this Code may be made only by the Board of Directors.

APPENDIX A

Examples of Conflicts of Interest

The following are examples of possible conflicts of interest:

*                you, or a member of your family, receive personal benefits as a result of your position in the Company that cause you, or would be perceived by a reasonable person to cause you, to ignore the Company’s best interests;

*                you engage in activities that interfere with your loyalty and legal and fiduciary duties to the Company;

*                you, or a member of your family, have a financial interest in a customer, supplier, or competitor, or they have a financial interest in you or a member of your family (e.g., a loan or a guarantee of a loan) which is significant enough to cause divided loyalty with the Company or the appearance of divided loyalty (the significance of a financial interest depends on many factors, such as size of investment in relation to your income, net worth and/or financial needs, your potential to influence decisions that could impact your interests, and the nature of the business or level of competition between the Company and the supplier, customer or competitor);

*                you, or a member of your family, acquire an interest in property (such as real estate, patent or other intellectual property rights or securities) in which you have reason to know the Company has, or might have, a legitimate interest, and would have a material impact on the Company’s rights, assets, or financial performance;

*                you divulge or use the Company’s confidential information – such as financial data, customer information, or computer programs – for your own personal gain; or

*                you are given the right to buy stock in other companies or you receive cash or other payments, in return for promoting the services of an advisor, such as an investment banker, to the Company.

This set of examples is intended to be neither specific nor comprehensive. They are provided as examples to help employees better understand where conflicts of interest can arise. If you have any questions about any situation, you should contact your manager or the General Counsel for further guidance.

APPENDIX B

Compliance Procedures

The following sets forth the compliance procedures to be used in connection with Agile Software Corporation’s Code of Conduct & Ethics (the “Code”) In response to every report made in good faith of conduct potentially in violation of the Code, Agile will undertake a prompt and thorough investigation, and if improper conduct is found, Agile will take appropriate remedial and disciplinary action.

Compliance Officer. The General Counsel shall be designated as the Compliance Officer, or in the absence of such person, the Chief Financial Officer shall serve in that capacity. The Compliance Officer’s responsibility is to ensure communication, training, monitoring, and overall compliance with the Code. The Compliance Officer will, with the assistance and cooperation of the Company’s officers, directors and managers, foster an atmosphere where employees are comfortable in communicating and reporting concerns and possible Code violations.

Access to the Code. The Company shall ensure that employees, officers and directors may access the Code on the Company’s website. In addition, each current employee will be provided with a copy of the Code. New employees will receive a copy of the Code as part of their new hire information. From time to time, the Company will sponsor employee training programs in which the Code and other Company policies and procedures will be discussed.

Monitoring. Managers are the “go to” persons for employee questions and concerns relating to the Code. Managers or supervisors will immediately report any violations or allegations of violations to the Compliance Officer. Managers will work with the Compliance Officer in assessing areas of concern, potential violations, any needs for enhancement of the Code or remedial actions desirable to ensure overall compliance with the Code and other related policies.

Internal Investigation. When an alleged violation of the Code is reported, the Company shall take prompt and appropriate action in accordance with the law and regulations and otherwise consistent with good business practice. If the suspected violation appears to involve either a possible violation of law or an issue of significant corporate interest, or if the report involves a complaint or concern of any person, whether employee, a stockholder or other interested person regarding the Company’s financial disclosure, internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Company’s accounting or auditing, then the manager or investigator should immediately notify the Compliance Officer, who, in turn, shall notify the Chair of the Audit Committee.

If a suspected violation involves any director or executive officer or if the suspected violation concerns any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal controls, any person who received such report should immediately report the alleged violation to the Compliance Officer and to the Chair of the Audit Committee. The Compliance Officer or the Chair of the Audit Committee, as applicable, shall assess the situation and determine the appropriate course of action, including the conduct of an investigation, as appropriate.

Disciplinary Actions. Any violation of applicable law or any deviation from the standards embodied in the Code will result in disciplinary action, up to and including termination of employment. In addition to imposing discipline upon employees involved in non-compliant conduct, the Company also will impose discipline, as appropriate, upon an employee’s supervisor, if any, who directs or approves such employees’ improper actions, or is aware of those actions but does not act appropriately to correct them, and upon other individuals who fail to report known non-compliant conduct. In addition to imposing its own discipline, the Company will bring any violations of law to the attention of appropriate law enforcement personnel.

Subject to the following sentence the Compliance Officer, working in conjunction with the Senior Vice President of Human Resources, shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and procedures for any employee who is found to have violated the Code. If the Audit Committee or another committee of the Board has assumed responsibility for investigating a particular matter, that Committee shall be responsible for determining appropriate disciplinary action with respect to the individuals involved in the matter.

Retention of Reports and Complaints. All reports and complaints made to or received by the Compliance Officer or the Chair of the Audit Committee relating to violations of the Code shall be logged into a record maintained for this purpose by the Compliance Officer and this record of such report shall be retained for five years.

Required Government Reporting. Whenever conduct occurs that requires a report to the government, the Compliance Officer shall be responsible for complying with such reporting requirements.

Corrective Actions. Subject to the following sentence, in the event of a violation of the Code, the Compliance Officer should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to Company policies and procedures. If Audit Committee or another committee of the Board has assumed responsibility for investigating a particular matter, that committee shall be responsible for determining appropriate remedial or corrective actions. Such corrective action may include providing revised public disclosure, retraining Company employees, modifying Company policies and procedures, improving monitoring of compliance under existing procedures and other action necessary to detect similar non-compliant conduct and prevent it from occurring in the future. Such corrective action shall be documented, as appropriate.

Reporting Person’s Privacy. Agile will attempt to keep its discussions with any person reporting a violation confidential to the extent reasonably possible without compromising the effectiveness of the investigation.

Escalation. If you believe your report is not properly explained or resolved, you may take your concern or complaint to the Audit Committee of the Board of Directors and to the Board of Directors itself.

No Retaliation. Employees and contract workers are protected by law from retaliation for reporting possible violations of the Code or for participating in procedures connected with an investigation, proceeding or hearing conducted by Agile or a government agency with respect to such complaints. Agile will take disciplinary action up to and including the immediate termination of any employee or contract worker who retaliates against another employee or contract worker for reporting any of these alleged activities.

Amendments & Waivers. Any substantive amendment or waiver of the Code may be made only by the Board of Directors and will be disclosed, including the reasons for such action, on the Company’s website and by a filing with the Securities and Exchange Commission on Form 8-K within five days of such action. Agile will maintain disclosure about such amendment or waiver on the website for at least twelve months and shall retain the disclosure concerning the action for at least 5 years.