ex1096.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
10.96

      

      

        
          	
                  Citi

                  14000
      Citi Cards Way

                  Jacksonville,
      FL  32258

                	
                  

                


        

      

    

     

    November
5, 2008

     

    Chordiant
Software, Inc.

    20400
Stevens Creek Blvd.

    Cupertino
CA 95014

     

    Attn:
Steve Springsteel

     

    Re:
Letter Agreement on Terms for Professional Services

     

    Dear
Steve:

     

    This
Letter Agreement documents certain understandings and agreements made between
our companies regarding the continued acquisition of professional services by
Citicorp Credit Services, Inc. (“Citi”) from Chordiant Software, Inc.
(“Chordiant”) pursuant to the Master Professional Services Agreement, dated
April 3, 2006, as amended to date, and the Master Work Order made thereunder,
effective July 1, 2008 (collectively, the “Agreements”).

     

    In
consideration of the ongoing acquisition of Services, the parties hereto agree
as follows:

     

    
      	
               
      

            	
              1.

            	
              Effective
      October 1, 2008, Citi will apply a [**] to the professional services rates
      for Services acquired from Chordiant pursuant to the
      Agreements.  Such [**] will be administered via Citi’s NEMS P2P
      system and resulting payments will reflect the [**] rates.  The
      [**] will be available to Citi provided that Citi engages not less than
      [**] Chordiant resources on a full-time basis pursuant to the
      Agreements.  The [**] will become unavailable to Citi effective
      upon the first day of any month following the earlier of (i) Citi’s
      engaging less than such minimum number of resources, or (ii) December 31,
      2009.

            


    

     

    
      	
               
      

            	
              2.

            	
              Following
      execution of this letter agreement, Citi may acquire an additional [**]
      hours of Services pursuant to the terms of the Master Work Order at no
      cost to Citi.  Such Services will be administered via Citi’s
      NEMS P2P system at a zero dollar ($0) hourly rate.  Citi will
      pay approved travel expenses for the agreed resources as provided in the
      Master Work Order.  Any hours provided without charge under this
      paragraph which are not utilized by March 31, 2009 will no longer be
      available thereafter for use by
Citi.

            


    

     

    
      	
               
      

            	
              3.

            	
              Upon
      execution of this Letter Agreement, Chordiant will issue a credit to Citi
      in the amount of [**] to be applied against Chordiant invoices at Citi’s
      discretion, for any training programs conducted by Chordiant for Citi
      between October 1, 2008 and March 31, 2009.  Any portion of this
      credit not utilized by Citi by March 31, 2009 will no longer be available
      thereafter for use by Citi.

            


    

     

    
      	
               
      

            	
              4.

            	
              Both
      parties agree to execute such change orders or modifications to the
      Agreements as may be required to incorporate the terms
    herein.

            


    

     


    
      
        
          . 

        

         


      

      
         


        
          

        

      

      
         


        
          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.

           

          


          


          
            	
                    Citi

                    14000
      Citi Cards Way

                    Jacksonville,
      FL  32258

                  	
                    


                  


          

          


        

      

    


    


     

    Please
acknowledge your agreement with the four terms stated above by countersignature
in the space provided below.  Return one original fully executed
letter to Citi at the address provided below.  Such countersignature
and delivery will constitute execution of this Letter Agreement and agreement to
the terms herein.

     


    
      
        
          . 

        

         


      

      
         


        
          

        

      

      
         


        
          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.

           

          


          


          
            	
                    Citi

                    14000
      Citi Cards Way

                    Jacksonville,
      FL  32258

                  	
                    


                  


          

          


        

      

    


    


     

    
      
        
          
            	
                    Citicorp
      Credit Services, Inc.

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Mark D. Torkos

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Title:

                  	
                    CIO
      NAIT

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Date:

                  	
                    11/7/08

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Countersigned:

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Chordiant
      Software, Inc.

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Kelly J. Hicks

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Title:

                  	
                    VP,
      Worldwide Field Operations

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Date:

                  	
                    11/11/08

                  	 
      	 
      


          

        

      

    

    


     

    


     

    


     

    


     

    Return
to:

     

    Donald
Clark

    Citigroup,
Inc.

    300
St. Paul Place

    Baltimore,
MD  21202

    



    
      
        
          .