SumTotal Systems, Inc. INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.1

SumTotal Systems, Inc.

INDEPENDENT CONTRACTOR AGREEMENT

Contractor’s Name: __Erika Rottenberg ______________________________________________________________

Contractor’s Federal Tax ID Number: _______________________________________________________________

Type of Business Entity: ___________________________________________________________________________

AGREEMENT

This Independent Contractor Agreement (this “Agreement”) is made and entered into as of August 1, 2008 (the “Effective Date”) by the above-named Contractor with SUMTOTAL SYSTEMS, INC., a Delaware corporation, including its wholly-owned subsidiaries. In consideration of the covenants and conditions hereinafter set forth, SumTotal Systems and Contractor agree as follows:

For purposes of this Agreement, the following definitions shall apply:

(a) “SumTotal Systems” means SumTotal Systems, Inc., a Delaware corporation, of Mountain View, California, and its wholly-owned subsidiaries, successors and assigns.

(b) “Contractor” means the above-named contractor, its successors and assigns, and includes without limitation its officers, employees, directors, shareholders, agents and representatives.

(c) Reserved.

(d) “Confidential Information” means any type of information or material disclosed to or known by Contractor as a consequence of or through Contractor’s retention by SumTotal Systems (including information conceived, originated, discovered, or developed in whole or in part by Contractor), which is not generally known by non-SumTotal Systems personnel and including but not limited to information which relates to research, development, trade secrets, know how, inventions, technical data, software, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling, business plans or strategies, and information entrusted to SumTotal Systems or its principal officers or employees by third parties. Confidential Information also includes any data or business or financial books, records or other information of or pertaining to SumTotal Systems. INFORMATION GENERALLY KNOWN OR READILY ASCERTAINABLE BY PROPER MEANS AT OR AFTER THE TIME THAT CONTRACTOR FIRST LEARNs OF SUCH INFORMATION, OR GENERAL INFORMATION OR KNOWLEDGE WHICH CONTRACTOR WOULD HAVE LEARNED IN THE COURSE OF SIMILAR RETENTION OR WORK ELSEWHERE IN THE TRADE, SHALL NOT BE DEEMED TO BE CONFIDENTIAL INFORMATION. In any dispute between SumTotal Systems and Contractor over whether information is Confidential Information or not, it shall be Contractor’s burden to show that such information is not Confidential Information.

(e) Reserved.

Contractor shall achieve the results and provide the deliverables and/or services set forth in each statement of work (each a “Statement of Work”) similar to that which is attached as Exhibit A in accordance with the terms and conditions of this Agreement, and on the price, delivery dates and specifications described in each Statement of Work. Both parties shall execute each Statement of Work and each is incorporated herein by this reference. The terms of this Agreement will control over any conflicting terms in the Statements of Work. Contractor may not delegate the performance of specific duties hereunder and must personally perform all work. SumTotal Systems shall be concerned only with the results accomplished and the deliverables provided, not with the details and methods of Contractor’s performance. All services to be performed by Contractor are to be performed at SumTotal Systems’ or Contractor’s premises or at such other location as may be mutually agreed. Contractor acknowledges that, unless otherwise agreed to in writing, SumTotal Systems will not provide facilities or premises for Contractor’s use, except that SumTotal Systems will provide a laptop and electronic mail access to Contractor.

Time is of the essence in the performance of services hereunder. Contractor shall pay all expenses incident to providing services under this Agreement, and SumTotal Systems will not reimburse any of those expenses, except to the extent it may expressly agree otherwise in a Statement of Work. SumTotal Systems’ only payment obligation is to Contractor. SumTotal agrees to pay Contractor under the terms set forth in the applicable Statement of Work.

(a) Reserved.

(b) Reserved.

(c) Statutory Notice . The parties acknowledge that Contractor shall be and act as an independent contractor in its performance under this Agreement, and that, as of August 1, 2008, Contractor is not an employee of SumTotal Systems. Contractor is hereby notified that, notwithstanding anything else that may be contained in this Agreement to the contrary, the assignment of inventions in this Agreement does not apply to

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inventions for which no equipment, supplies, facilities, or trade secret information of SumTotal Systems was used and which were developed entirely on Contractor’s own time, unless (a) the invention relates (i) directly to the business of SumTotal Systems, or (ii) to SumTotal Systems’ actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Contractor for the SumTotal Systems.

The parties recognize that, in performing services pursuant to this Agreement, Contractor possibly may obtain Confidential Information about SumTotal Systems. Similarly, during the term of this Agreement, Contractor possibly may have or obtain confidential, proprietary or trade secret information that belongs to third parties (including third parties who have retained or employed Contractor). Contractor therefore agrees to the following:

(a) SumTotal Systems’ Confidential Information . Contractor shall maintain all Confidential Information in the strictest confidence, and shall take all necessary precautions needed to preserve the confidentiality of Confidential Information. Except as required in Contractor’s duties to SumTotal Systems, Contractor shall never directly or indirectly use, disseminate, lecture upon, publish articles concerning, make known, or otherwise disclose or make available to any person, firm, corporation or other entity not confidentially bound to SumTotal Systems, any Confidential Information without written permission from SumTotal Systems. If Contractor is served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information, Contractor will immediately notify SumTotal Systems in order that SumTotal Systems may take such action as it deems necessary to protect its interest.

(b) Insider Trading . Contractor understands that confidential information about SumTotal Systems or other publicly traded companies may be considered material nonpublic information under the securities laws. Contractor agrees that it will not enter into any transactions involving the securities of SumTotal Systems or of other publicly traded companies in violation of the securities laws.

(c) Confidential Information Belonging to Others . Contractor shall not improperly obtain, attempt to obtain, use, disseminate, disclose or transfer to SumTotal Systems any confidential, proprietary or trade secret information that belongs to any third party. This paragraph does not preclude Contractor from using its general knowledge and experience in performing services pursuant to this Agreement, regardless of whether that general knowledge and experience was gained while retained or employed by any third party.

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to SumTotal Systems for which remedies at law will not adequately compensate SumTotal Systems. Therefore, in the event of such breach or impending breach, SumTotal Systems may obtain injunctive or other equitable relief in addition to any damages or other legal remedies that SumTotal Systems may have available.

As of August 1, 2008, Contractor is an independent contractor and is not an employee of SumTotal Systems. Nothing herein shall create any partnership, joint venture or similar relationship between Contractor and SumTotal Systems, and neither Contractor nor SumTotal Systems can be bound by the other to any contract, arrangement or understanding with any third party as a result of this Agreement. Contractor shall be free to provide services to third parties while this Agreement is in effect and the Company acknowledges that Contractor has advised Company that Contractor will be employed by another company on a full-time basis and SumTotal Systems has no objection to such employment. If Contractor’s employment with another Company prevents her from fulfilling her duties under this Agreement, SumTotal Systems shall have no obligation to pay any compensation to Contractor after such termination of this Agreement. Contractor shall not be presently entitled to participate in any SumTotal Systems 401(k) or pension plans, health insurance, health and welfare plans, and stock option or stock purchase plans, regardless of whether these plans presently exist or are created in the future, as a result of entering into this Agreement. For avoidance of doubt, this independent contractor relationship shall not alter any benefits that Contractor would otherwise be entitled to as a former employee of SumTotal Systems in accordance with the terms of any applicable benefit plans.

Contractor represents to SumTotal Systems that it is solely responsible for its own business, and Contr