ex1095.htm


    
       

      Certain
confidential information contained in this document, marked by brackets [**],
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

       

      Exhibit
10.95


      


      AMENDMENT
NO. 1

      TO

      MASTER
PROFESSIONAL SERVICES AGREEMENT

       

      This
Amendment No. 1 (this “Amendment”) to the Master Professional Services Agreement
(the “Agreement”) dated April 3, 2006 by and between Chordiant Software, Inc.
(“Contractor”) and Citicorp Credit Services, Inc. (USA) (“Client”) is made as of
June 1, 2007 (the “Effective Date”) by and between Contractor and
Client.

       

      For
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the parties hereto, the parties agree as follows:

       

      1. I.
Section 9.1 of the Agreement shall be restated in its entirety as
follows:

       

      “9.1           Project Fees.  The
Project fees payable by Client for the Services and Deliverables furnished by
Contractor pursuant to this Agreement will be made according to the following
hourly rates per role (except as may otherwise be specifically designated in a
Work Order):

       

      Customer
Service Manager – [**] dollars ($[**]) per hour

      Sr.
Business Analyst – [**] dollars ($[**]) per hour

      Business
Analyst –[**] dollars ($[**]) per hour

      Sr.
Technical Architect – [**] dollars ($[**]) per hour

      Senior
Systems Engineer- [**] dollars ($[**]) per hour

      Designers
– [**] dollars ($[**]) per hour

      Developers
– [**] dollars ($[**]) per hour”

       

      2. Section
9.2 of the Agreement shall be restated in its entirety as follows:

       

      “9.2           Pricing
Adjustments.  Subject to any terms to the contrary in any
applicable Work Order, unless separately agreed to by the parties, the parties
agree that the rates set forth in Section 9.1 shall be effective for Work Orders
executed on or after June 1, 2007 and shall continue to be effective until May
30, 2008.  Thereafter, unless separately agreed to by the parties,
Contractor will not increase its time and materials rates for Services provided
to Client or an Affiliate by more than the lesser of:  (i) [**]
([**]%) for each twelve (12) month period following May 30, 2008; and (ii) the
percentage rate of increase in the CPI (all items) for Urban Wage Earners and
Clerical Workers from the preceding calendar year as determined by the United
States Bureau of Labor Statistics.  Notwithstanding any such increase
in accordance with the preceding sentence, the rates in effect at the time a
Work Order is executed shall not be adjusted during the term of the Work Order
for purposes of Services being performed under such Work Order.  Any
rate increases will only apply to Work Orders executed after such rate increase
becomes effective.”

       

      3. Notwithstanding
the foregoing, the Project fees for [**], a Sr. Business Architect (Auto Lending
Subject Matter Expert), will be charged at the rate of [**] dollars ($[**]) per
hour.  This

       


      
        
          
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            Certain
confidential information contained in this document, marked by brackets [**],
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

             

            


          

        

      


      rate
will remain in effect until Client determines that it no longer requires Mr.
[**] services from Contractor.

       

      4. The
parties agree that there will be no change to the agreed upon rates in all Work
Orders (also known as Statements of Work) executed prior to the Effective Date
of this Amendment and that Contractor may continue to charge Client the agreed
upon hourly rates in such Work Orders for the respective duration of each such
Work Order, even if the Services performed under such Work Orders are performed
on or after the Effective Date of this Amendment.

       

      5. All
capitalized terms used herein which are not otherwise defined shall have the
respective meanings given such terms in the Agreement.  All other
terms and conditions of the Agreement remain in full force and
effect.

       

      In
witness whereof, this Amendment has been executed by the duly authorized
representatives of the parties.

       

      

        
          	
                  Citicorp
      Credit Services, Inc. (USA)

                	 
      	
                  Chordiant
      Software, Inc.

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Kevin Denneny

                	 
      	
                  By:

                	
                  /s/
      Kelly J. Hicks

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Name:

                	
                  Kevin
      Denneny

                	 
      	
                  Name:

                	
                  Kelly
      J. Hicks

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Title:

                	
                  CTO

                	 
      	
                  Title:

                	
                  Vice
      President, Worldwide Field

                	 
      
	 
      	 
      	 
      	 
      	
                  Operations

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Date:

                	
                  6/4/07

                	 
      	
                  Date:

                	
                  5/31/07