<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>45
<FILENAME>ex10-31_14663.txt
<DESCRIPTION>PFIZER AGREEMENT DATED 12-16-2005
<TEXT>
                                                                   EXHIBIT 10.31
                                                                   -------------

                                    AGREEMENT

Pfizer Inc, a Delaware corporation with a business address of 235 East 42nd
Street, New York, NY 10017 and its Affiliates ("Pfizer"), and Bridgeline
Software, Inc., with a business address of 10 Sixth Road, Woburn, MA 01801
("Bridgeline"), enter into this Agreement for development of a usability study,
information architecture and user interface design, training and other services
as set forth in the Work Plan, attached to and made part of this Agreement as
Exhibit A ("Work Plan"), on the following terms and conditions:

1.   DEFINITIONS:

     a.  "Affiliates" means any corporation, firm, partnership or other entity
         which directly or indirectly controls, is controlled by, or is under
         common control with Pfizer Inc.

2.   SCOPE OF WORK: The work to be performed by Bridgeline under this Agreement
     ("Services") shall be as set forth in the Work Plan. Bridgeline will
     complete the Services in a professional and diligent manner, on a schedule
     agreed to by the parties and at the price stated in the Work Plan.
     Bridgeline will design and deliver the user interface, software and
     associated documentation ("Custom Software"), create and manage the program
     management office for the development, launch, and deployment of Atlas
     software at Pfizer sites

3.   TERM: The term of this Agreement is two years from the date of its
     execution by Bridgeline or until the completion of the work described in
     the Work Plan, whichever comes first.

4.   PAYMENT: Pfizer will pay Bridgeline the sums set forth in the Work Plan in
     accordance with the payment schedule set forth in the Work Plan. All
     payments will be made within 30 days of receipt of, and acceptance by,
     Pfizer of an invoice from Bridgeline.

5.   OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

         5.1      PFIZER PROPERTY. Materials and information provided by Pfizer
                  remain Pfizer's property and will be treated as confidential
                  Information.

         5.2      WORK PRODUCT. The user interface, documentation and embedded
                  software produced by Bridgeline in performance of the Services
                  ("Results") and delivered to Pfizer will belong to Pfizer,
                  upon Pfizer's complete payment to Bridgeline for the services.

         5.3      BRIDGELINE PROPERTY. All Bridgeline technology embodied in the
                  work product or incorporated into the Results, including
                  without limitation, processes, methodologies, background
                  technology, tools, source codes, templates, languages,
                  documentation, and all intellectual property rights used to
                  create or operate the Results will remain Bridgeline's
                  property.


         5.4      Bridgeline hereby grants to Pfizer a non-exclusive, fully
                  paid-up and royalty free, worldwide license, with the right to
                  sublicense to Arity and Arity's sublicensees, to use such
                  Bridgeline technology and intellectual property rights
                  contained in the Results to the extent necessary for Pfizer
                  and its

<PAGE>
                                        2

                  sublicensees to make use of the Results alone or in
                  combination with other technology and information.

         5.5      NO RIGHTS GRANTED. With the exception of the rights granted to
                  Pfizer in Section 5.2, 5.4 and 11, neither party conveys or
                  licenses intellectual property of any kind to the other party.

         5.6      Bridgeline agrees to complete, at Pfizer's expense, but
                  without further compensation to Bridgeline, any documents
                  necessary for Pfizer to file patent applications and to
                  prosecute patents with respect to such Results in Pfizer's
                  name or Bridgeline's name, or both. Bridgeline will, if deemed
                  necessary or desirable by Pfizer, on the same terms, execute
                  an assignment of rights to Pfizer with respect to such patent
                  applications or patents.

6.   REPRESENTATION AND WARRANTY: Bridgeline represents and warrants to Pfizer
     that: (a) neither Bridgeline entering nor performing this Agreement will
     violate any right or breach any obligation to any third party under any
     agreement or arrangement between Bridgeline and such third party, (b) the
     Custom Software will not infringe the intellectual property rights of any
     third parties and no licenses, permissions or releases of third party
     rights are necessary for Bridgeline's development of the Custom Software in
     accordance with the terms of this Agreement, (c) all copyrightable matter
     licensed or assigned hereunder has been or will be created after the
     effective date of this Agreement by persons who were employees or
     contractors of Bridgeline at the time of creation, (d) the Services under
     this Agreement will be performed in a professional and workmanlike manner
     and all deliverables and Results will meet the relevant specifications
     therefore and (e) Bridgeline will obtain agreements with its employees and
     contractors sufficient to allow it to provide Pfizer with the assignments
     and licenses to intellectual property rights developed by them for
     Bridgeline.

     Except for the warranties made above, Bridgeline makes no warranties to any
     person or entity with respect to the services, the custom software, or any
     deliverables and disclaims all implied warranties, including without
     limitation warranties of merchantability, fitness for a particular purpose
     and non-infringement.

7.   INFORMATION: For purposes of this Agreement, the term "Information" means
     Results and all written information relating to the Services, including but
     not limited to data; know-how; technical and non-technical materials which
     Pfizer delivers to Bridgeline pursuant to this Agreement, stamped
     "Confidential," and all oral material which Pfizer declares to be
     confidential and confirms such declaration in writing within 30 days of
     disclosure.

8.   CONFIDENTIALITY: Bridgeline will maintain the Information in confidence
     with the same degree of care it holds its own confidential information.
     Bridgeline will not use the Information except to perform the Services.
     Bridgeline will disclose the Information only to its officers and employees
     directly concerned with carrying out the Work Plan, but will neither
     disclose the Information to any third party nor use the Information for any
     other purpose.

<PAGE>
                                        3

9.   EXCEPTIONS TO CONFIDENTIALITY: Bridgeline's obligation of nondisclosure and
     the limitations upon the right to use the Information will not apply to the
     extent that Bridgeline can demonstrate that the Information: (a) was in the
     possession of Bridgeline prior to the time of disclosure; or (b) is or
     becomes public knowledge through no fault or omission of Bridgeline; or (c)
     is obtained by Bridgeline from a third party under no obligation of
     confidentiality to Pfizer; or (d) is required to be disclosed in order to
     comply with applicable law, regulation or court or administrative order.
     All Information will be returned to Pfizer upon termination of this
     Agreement for any reason, except for one copy, which Bridgeline may use for
     the sole purpose of determining its continuing confidentiality obligation
     to Pfizer under this Agreement.

10.  MATERIALS: Bridgeline agrees to use the materials provided to Bridgeline
     pursuant to the Work Plan only to perform the Services under the terms and
     conditions of this Agreement, and to return to Pfizer or to destroy
     according to applicable regulatory guidelines, at Pfizer's request, any
     materials provided to Bridgeline by Pfizer remaining at the conclusion of
     the Services.

11.  USE: During the contract term Bridgeline and Pfizer each grant to the other
     and to other Pfizer service providers supporting the Work Plan, a
     nonexclusive, worldwide, royalty-free license to make and use the other's
     Confidential Information and technology in order to conduct the Work Plan.

12.  SURVIVAL OF CONFIDENTIALITY OBLIGATION: All confidentiality obligations of
     Bridgeline under this Agreement will survive the termination of this
     Agreement for a period of five years.

13.  REPORTS: At periods specified in the Work Plan and at the conclusion of the
     Services, Bridgeline will provide to Pfizer reports summarizing conclusions
     in written or standard electronic format (e.g. PDF format) to summarize the
     completion of the work. Bridgeline also provide to Pfizer training
     documents and presentations as part of the reports.

14.  RELATIONSHIP: Bridgeline will render the Services as an independent
     contractor and neither Bridgeline nor its employees are employees of
     Pfizer. Accordingly, neither Bridgeline nor its employees will (a)
     participate in Pfizer employee benefit plans nor receive any other
     compensation beyond that stated below, (b) have the power or authority to
     bind Pfizer or to assume or create any obligation or responsibility,
     express or implied, on Pfizer's part or in Pfizer's name, except as
     otherwise set forth in this Agreement, or (c) represent to any person or
     entity that Bridgeline or nay employee of Bridgeline has such power or
     authority.

15.  INSURANCE: As an independent contractor, any personal injury or property
     damage suffered by Bridgeline, its employees, directors and officers in the
     course of carrying out any duties under this Agreement will be Bridgeline's
     sole responsibility, except to the extent such personal injury or property
     damage occurs on Pfizer's premises and is caused by Pfizer's negligence. No
     workers' compensation insurance will be obtained by Pfizer concerning
     Bridgeline. Bridgeline will comply with workers' compensation laws and will
     provide a certificate of workers' compensation insurance, where applicable.

16.  NOTICES: Any notices permitted or required pursuant to this Agreement will
     be deemed effective if made in writing and sent, postage prepaid, return
     receipt requested, or by overnight delivery as follows:

<PAGE>
                                        4

                  IF TO PFIZER:          Pfizer Global R&D Headquarters
                                         50 Pequot Avenue
                                         New London, CT 06320
                                         Attn.: Executive Vice President, PGRD
                                         with copy to: General Counsel, PGRD

                  IF TO BRIDGELINE:      Bridgeline Software, Inc.
                                         10 Sixth Road
                                         Woburn, MA 01801
                                         Attn: Gary Cebula
                                         Executive Vice President & CFO
                                         With a copy to: Bridgeline Counsel

17.  ENTIRE AGREEMENT: This Agreement sets forth the entire agreement between
     Pfizer and Bridgeline as to its subject matter. None of the terms of this
     Agreement will be amended except in a writing signed by both parties.

18.  TERMINATION: Either party may terminate this Agreement with or without
     cause by giving 60 days notice to the other in writing. If Pfizer
     terminates this Agreement, Pfizer's only obligation will be to pay
     Bridgeline for the Services performed up to the date of termination, at the
     rates provided in the Work Plan.

19.  BREACH: If either party breaches this Agreement, the other may terminate it
     if the breaching party does not cure the breach within 30 days of written
     notice of same. Termination will be without prejudice to any rights which
     may have been accrued to either party before termination.

20.  FORCE MAJEURE: Neither Pfizer nor Bridgeline will be liable for failure of
     or delay in performing obligations set forth in this Agreement, and neither
     will be deemed in breach of its obligations, if such failure or delay is
     due to natural disasters or any causes reasonably beyond the control of
     Pfizer or Bridgeline.

21.  WARRANTY: Bridgeline warrants that the Services and any work product,
     provided to Pfizer pursuant to this Agreement will conform to the overall
     description, features, function and specifications set forth in the Work
     Plan.

22.  AUTHORITY AND COMPLIANCE: Bridgeline represents and warrants that it has
     the right and authority to enter into and perform its obligations under
     this Agreement. Both Pfizer and Bridgeline will perform all of its
     obligations under this Agreement in accordance with all applicable
     governmental laws, rules and regulations.

23.  PUBLICITY: No press releases or other statements in connection with this
     Agreement intended for use in the public or private media will be made by
     Pfizer or Bridgeline without the prior written consent of the other party.
     If either party is required by law or governmental regulation to describe
     its relationship to the other, it will promptly give the other party notice
     with a copy of any disclosure it proposes to make. In addition, Bridgeline
     will not use Pfizer's name in connection with any products, services,
     promotion, or advertising without Pfizer's prior written permission. In any
     such statements, it will accurately describe the scope and nature of the
     relationship and the work being conducted.

<PAGE>
                                        5

24.  CHOICE OF LAW: This Agreement will be construed in accordance with the laws
     of the State of New York.

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed
     and delivered by their duly authorized representatives.


BRIDGELINE INC.                       PFIZER INC

By: /s/ Gary M. Cebula                By: /s/ Jack A. Reynolds
    -------------------------             --------------------------
Name: Gary M. Cebula                      Jack A. Reynolds
Title: CFO                                Sr. Vice President, PGRD

Date: 12/16/05                        Date: 12/16/05
      -----------------------               ------------------------



</TEXT>
</DOCUMENT>
