ex1051.htm


     

            Confidential
      Treatment
      Requested       

    
 

    Exhibit
      10.51

    


    LICENSE
      SCHEDULE

    


    
      	
              License
                Schedule #:

            	
              5

            
	
              Effective
                Date:

            	
              Oct.
                23, 2006

            


    

    


    THIS
      LICENSE SCHEDULE is entered as of the Effective Date designated above,
      by and between Licensor and the Licensee designated below.  The
      Parties hereto acknowledge that they are entering into this License Schedule
      pursuant to the provisions of the Master Software License and Support Agreement
      dated as of February 1, 2006, between Licensor and Citicorp Credit Services,
      Inc. (USA).  The Parties further acknowledge and agree that
      the provisions of the Master Software License and Support Agreement
      (“Agreement”) shall apply to this License Schedule as though such provisions
      were set forth herein in their entirety.

    


    
      	 	
              LICENSOR

            	
              LICENSEE

            
	
              Name:

            	
              Chordiant
                Software, Inc.

            	
              Citicorp
                Credit Services, Inc. (USA)

            
	
              Address:

            	
                20400
                Stevens Creek Blvd.

                Suite
                400

                Cupertino,
                CA 95014

            	
              14000
                Citi Cards Way

              Jacksonville,
                FL 32258

            
	
              State
                of Incorporation:

            	
              Delaware

            	
              Delaware

            


    

    


    
      	
              Software
                (Itemize)

            	
              List
                Price

            	
              Discount
                %

            	
              License
                Fee

            
	
              Perpetual
                License

            	 	 	
              $20,000,000

            
	
              Chordiant
                Order Form #5 attached hereto
                and       incorporated herein by
                reference

            	 	 	 
	
              Source
                Code delivered pursuant to Order Form #5 does not include the third
                party
                source code listed on Appendix A hereto.

            	 	 	 


    

    


    
      	
              Third-Party
                Software  (Itemize)

            	
              Owner

            
	
              IBM
                Websphere

            	
              CCSI
                (USA)

            
	
              Oracle

            	
              CCSI
                (USA)

            


    

    


    
      	
              Delivery
                Site:

            	
              Citicorp
                Credit Services, Inc. (USA)

            	
              Delivery
                Date:

            	
              NA

            
	 	
                                       14000
                Citi Cards Way

                                       Jacksonville,
                FL 32258

            	 	 	 	 	 	 
	
              Billing
                Address

            	
              Citicorp
                Credit Services, Inc. (USA)

            	 	 	 
	 	
              14000
                Citi Cards Way

              Jacksonville,
                FL 32258

            	 	 	 
	
              Installation
                Fees:

            	
              $

            	
              NA

            	 	 	 	 
	 	 	 	 	 
	
              Training
                Fees:

            	
              $

            	
              NA

            	 	 	 	 
	 	 	 	 	 
	
              Development
                Fees:

            	
              $

            	
              NA

            	 	 	 	 
	 	 	 	 	 
	
              Implementation
                Fees:

            	
              $

            	
              NA

            	 	 	 	 
	 	 	 	 	 
	
              Maintenance
                Fees:

            	
              $

            	
              See
                Order Schedule #5

            	
              Payment
                Cycle:

            	
              Annually

            	 
	 	 	 	 
	
              Maintenance
                Term:

            	
              See
                Order Schedule #5

            	 	 	 
	
              CPU
                and/or number of MIPS and MIPS environment:

            	
              Sun
                Solaris

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              Acceptance
                Test Period:

            	
              NA

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
              Warranty
                Period:

            	
              90
                days from the date of delivery of the
                Software

            


    

    


    
      	
              Source
                Code Provided Directly to Licensee:

            	
              Yes       X

            	
              No

            
	 	 	 	 
	
              Deposited
                with Escrow Agent:

            	
              Yes       X

            	
              No

            
	 	 	 	 
	
              Name
                of Escrow Agent:  Iron Mountain Intellectual
                Property            Management,
                Inc.

            	 
	 	 	 	 
	
              Address
                of Escrow Agent:

            	 


    

    


    
      	
              Additional
                Terms and Conditions:

              1.  In
                the case of any conflict between this License Schedule and Chordiant
                Order
                Form #5, the terms of Chordiant Order Form #5 shall
                prevail.  (See additional terms and conditions in Chordiant
                Order Form #5.)

              2.  Notwithstanding
                Section 7.1 of the Agreement, in addition to Delivering Licensee
                the
                Source Code of the Software, Licensor also shall escrow the Software
                as
                indicated above in accordance with Section 7.1 of the
                Agreement.

            	 
	 	 	 
	
              Term:  Perpetual

               

            


    

    Specifications:
      No Additional Specifications

    


    Allowed
      Combinations: Not required

    


    Acceptance
      Criteria: NA

    


    Configuration:
      NA

    


    Disaster
      Recovery Plan: NA

    


    Escrow
      Agreement:

    


    IN
      WITNESS WHEREOF, the Parties hereto, through their duly authorized
      officers, have executed this License Schedule to the Master Software License
      and
      Support Agreement as of the Effective Date designated above.

    


    
      	
              Chordiant
                Software, Inc.:

            	 	
              Citicorp
                Credit Services, Inc. (USA):

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Steven Springsteel

            	 	
              By:

            	
              /s/
                Mark D. Torkos

            
	 	 	 	 	 
	
              Name:

            	
              Steven
                Springsteel

            	 	
              Name:

            	
              Mark
                Torkos

            
	 	 	 	 	 
	
              Title:

            	
              President
                & CEO

            	 	
              Title:

            	
              CIO

            
	 	
              (type
                or print)

            	 	 	 


    

    Date:      __12/7/06____________________         Date:      _____________12/8/06_______

    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    


    
      	
              Chordiant
                Software, Inc.:

            	 
	 	 	 
	
              By:

            	
              /s/
                Peter Norman

            	 
	 	 	 
	
              Name:

            	
              Peter
                Norman

            	 
	 	 	 
	
              Title:

            	
              CFO

            	 
	 	
              (type
                or print)

            	 


    

    Date:      _________12/7/06_________________

    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    Appendix
      A – Undelivered Third Party Source Code

    


    [*
      7 pages of tabular text omitted]

    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    


     

    Order
      Form No. 5

     

     

    Contract
      Information

     

     

    Customer
      Name:                                           Citicorp
      Credit Services, Inc. (USA) (“CCSI (USA)”)

     

     

    Purchase
      Order Number:

     

     

    Customer
      Location:                                                      [
* ]

     

     

    Customer
      Telephone
      Number:                                                                [
      * ]

     

     

    Designated
      Support
      Contact:                                                      [
      * ]

     

     

    Contact’s
      E-Mail
      Address:                                                      [
      * ]

     

    
      


       

      Agreement
        Name and Date:Master Software License and Support Agreement dated February
        1,
        2006 by and between Citicorp Credit Services, Inc. (USA) and Chordiant Software,
        Inc. (“Agreement”)

       

      


    

    
      This
        Order Form (“Order Form”) is placed in accordance with and shall be governed by
        the terms of the Agreement specified above.  Customer hereby orders
        the Software licenses for use as follows:

    

    


    A:  SOFTWARE
      LICENSE

    


    Designated
      Center:

    


    Hardware:                                           Sun
      Microsystems

    Operating
      System:                                                      Sun
      Solaris

    Relationship
      Database:                                                                Oracle

    Customer
      Application:                                                      Citicorp
      Credit Services, Inc. (USA) (“CCSI (USA)”)

    Application
      Server:                                                      IBM
      Websphere

    Channel
      Usage:                                                      North
      American Contact-Center, Internet, Portal, ATM, IVR

    Branch.

    


    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    


    1.
      Server Environment

    


    
      	
              Software
                Product(s)

            	
              Qty

            	
              License
                Type (i.e. Named User/Client, Server, Developer)

              URN’s
                (no. of)

            
	
              ·  Chordiant
                5 Foundation Server:

              Application
                Components

              Business
                Process Server

              Security
                Server

              Persistence
                Server

              Foundation
                Server

              JDBC
                Connector for Oracle

              CTI
                Server

              CAFÉ
                Server

              Connector
                to MQ

            	
              CCSI
                (USA) Enterprise

              Source
                Code*

            	
              CPU

            
	
              ·  Chordiant
                5 Development Tools:

              Tools
                Platform

              Process
                Developer

              CAFÉ
                Development Environment

            	
              CCSI
                (USA) Enterprise

            	
              Developers

            
	
              Recommendation
                Advisor

            	
              CCSI(USA)

              Enterprise

              Source
                Code*

            	
              A.  Concurrent
                Users

            
	
              Chordiant
                5 Lead Management module

            	
              CCSI(USA)

              Enterprise

              Source
                Code*

            	
              Module

            
	
              Chordiant
                5 Basel II

            	
              CCSI(USA)

              Enterprise

              Source
                Code*

            	
              Module

            
	
              Fraud
                Recoveries

            	
              CCSI
                (USA)

              Enterprise

              Source
                Code*

            	
              Module

            
	
              Chargeback
                & Disputes

            	
              CCSI
                (USA) Enterprise

              Source
                Code*

            	
              Module

               

            
	
              License
                Fee

            	 	
              [
                * ]

            


    

    


    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    2.
      Decision/Marketing Environment

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            
	
              Chordiant
                Marketing Director

            	
              CCSI
                (USA)  Enterprise

              Source
                Code*

            	
              URN

            
	
              On-line
                Marketing Director

            	
              CCSI
                (USA)  Enterprise

              Source
                Code*

            	
              URN

            
	
              Predictive
                Analytics Director

            	
              CCSI
                (USA)  Enterprise

              Source
                Code*

            	
              Developers

            
	
              Strategy
                Director

            	
              CCSI
                (USA)  Enterprise

              Source
                Code*

            	
              Developers

            
	
              Real-Time
                Decision Server

            	
              CCSI
                (USA) Enterprise

              Source
                Code*

            	
              URN

            
	
              Database
                Decision Server

            	
              CCSI
                (USA) Enterprise

              Source
                Code*

            	
              URN

            
	
              Decision
                Monitor

            	
              CCSI
                (USA)  Enterprise

              Source
                Code*

            	
              Developers

            
	
              Decision
                Monitor Universe

            	
              CCSI
                (USA)

              Enterprise

              Source
                Code*

            	
              URN

            
	
              Data
                Preparation Director

            	
              CCSI
                (USA) Enterprise

              Source
                Code*

            	
              Developers

            
	
              Interaction
                Services

            	
              CCSI
                (USA)

              Enterprise

              Source
                Code*

            	
              URN

            
	
              Adaptive
                Decisioning Services

            	
              CCSI
                (USA)

              Enterprise

              Source
                Code*

            	
              URN

            
	
              License
                Fee

            	 	
              [
                * ]

            


    

    


    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


    


    3.
      Reporting Environment

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type  URN’s (no. of)

            	
              License
                Fee

            
	
              Chordiant
                OneReporting Report Library (assets only) ***

            	
              CCSI
                (USA)
                Enterprise

            	
              CPU

            	
              [
                * ]

            
	 	 	 	 
	
              License
                Fee

            	 	 	
              [
                * ]

            


    

    


    4.
      Rules Environment

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            	
              License
                Fee

            
	
              Rules
                Server

            	
              CCSI
                (USA)
                Enterprise

            	
              CPU

            	
              [
                * ]

            
	
              Rules
                Designer

            	
              [
                * ]

            	
              Developers

            	
              [
                * ]

            
	 	 	 	 
	
              License
                Fee

            	 	 	
              [
                * ]

            


    

    


    5.
      Desktop Environment

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            	
              License
                Fee

            
	
              Chordiant
                5 Call Center Advisor Browser Edition

            	
              1000

              Source
                Code*

            	
              Concurrent
                Users

            	
              [
                * ]

            
	
              Chordiant
                5 Teller

               

            	
              100

              Source

              Code*

            	
              Concurrent
                Users

            	
              [
                * ]

            
	
              License
                Fee

            	 	 	
              [
                * ]

            


    

    


    6.
      Collections

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            	
              License
                Fee

            
	
              Chordiant
                Collections v1.0**

            	
              CCSI
                (USA)
                Enterprise

              Source
                Code*

            	
              CPU

            	
              $1,200,000

            
	
              License
                Fee

            	 	 	
              $1,200,000

            


    

    


    7.
      Financial Environment (Retail Banking)

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            	
              License
                Fee

            
	
              Chordiant
                5 Lending (to include lending and mortgage
                assets/templates)***

               

            	
              CCSI(USA)

              Enterprise

              Source
                Code*

            	
              Module

            	
              [
                * ]

            
	
              Chordiant
                5 Financial Services

            	
              CCSI(USA)

              Enterprise

              Source
                Code*

            	
              4
                CPU

            	
              [
                * ]

            
	
              License
                Fee

            	 	 	
              [
                * ]

            


    

    


    
      	
              *
                Excludes source code of Third Party Software itemized on the License
                Schedule No.5.

            


    

    
      	
              **
                Generally available (GA) delivery of the Chordiant Collections 1.0
                software product with the product specifications described on Exhibit
                A
                hereto is anticipated to occur in the second calendar quarter of
                2007.

            


    

    
      	
              ***
                This license is limited to the software product initially delivered
                and is
                not supported.

            


    

    


    7.  Total
      License Fees (subject to Section 9.5 of the Agreement, due and payable upon
      execution of the Order Form):$20,000,000

     

    8.  Additional
      Licenses. CCSI (USA) may purchase additional licenses for the Software
      Products listed below at the respective quantities and license fee
      indicated.

    


    CCSI
      (USA)’s Purchase table valid until September 2012

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type (i.e. User/Client, Server, Developer), URN’s (no.
                of)

            	
              License
                Fee

            
	
              Chordiant
                5 Call Center Advisor Browser Edition

            	
              500

            	
              Concurrent
                Users

            	
              $325,000

            
	
              Chordiant
                5 Teller

            	
              100

            	
              Concurrent
                User

            	
              $30,000

            


    

    


    


    Subject
      to the note below, CCSI (USA) agrees that if it deploys any software which
      is a
      functional substitute for Chordiant 5 Call Center Advisor Browser Edition or
      Chordiant 5 Teller then CCSI (USA) will pay Chordiant the same license fees
      for
      such functional substitute as would have been applicable to a corresponding
      deployment of Chordiant 5 Call Center Advisor Browser Edition or Chordiant
      5
      Teller and the users of such functional substitute shall be considered
      Concurrent Users (as such term is defined below).

    


    For
      purposes of this Order Form, the term “functional substitute” shall be defined
      as being an equivalent product with like functionality and technical maturity
      or, in the case of the Chordiant Call Center Advisor Browser Edition, a product
      which otherwise allows CCSI (USA)’s employees and contractors the ability to
      access the functionality of the Software Products licensed hereunder on an
      Enterprise basis.  In the event that Chordiant 5 Call Center Advisor
      Browser Edition or Chordiant 5 Teller becomes functionally or technically
      obsolete, Chordiant will have 90 days to resolve the deficiency.  If
      Chordiant is unable to do so, CCSI (USA) shall have the option of deploying
      a
      substitute without penalty, without payment to Chordiant and the users of such
      functional substitute shall not be considered concurrent users.

    


    Note:
      If the total license fees paid by CCSI (USA) or its affiliates (under this
      Order
      Form #5 and any subsequent Order Form under the Agreement entered into after
      the
      date of execution of this Order Form #5) equal or exceed $50,000,000 at any
      time
      before the end of the year 2012, then the Chordiant 5 Call Center Advisor
      Browser Edition and Chordiant 5 Teller will be considered enterprise (unlimited
      Concurrent Users) for CCSI (USA). CCSI(USA)’s obligation set forth in the two
      paragraphs immediately above this Note to pay Chordiant license fees for
      CCSI(USA)’s deployment of functional substitutes shall cease to apply when the
      total license fees paid to Chordiant by CCSI(USA) reach
      $50,000,000.

    


    


    B:  ANNUAL
      SUPPORT FEE(S) ON SOFTWARE LICENSE

     

    1.  Annual
      Support Fees for the software license identified in Section A above
      are:

    Premium
      Support

    a.  First
      12 months of Premium Support services shall be provided at no cost.

    


    b.  During
      the second 12 month period, the Premium Support services shall be calculated
      at
      an annual rate equal to $ 240 x Number of Concurrent Users on the Counting
      Date
      (as defined below). Notwithstanding the foregoing, the fee for Premium Support
      services shall not exceed $20,000,000 per annum.

    


    2.  Definitions

    


    The
      Number of Concurrent Users is defined as the maximum number of individuals
      using
      Chordiant 5 Call Center Advisor Browser Edition or Chordiant 5 Teller to access
      a Chordiant 5 server product at any one time.

    


    3.  Reporting

    


    CCSI
      (USA) will inform Chordiant Software Inc. of the peak Number of the Concurrent
      Users on the second Monday in September of each year (the “Counting Date”) not
      more than thirty (30) days after the Counting Date.  For each support
      period, Chordiant will invoice CCSI (USA) following receipt from CCSI (USA)
      of
      the report stating the Number of Concurrent Users on the Counting
      Date.

    


    Not
      more frequently than annually, Chordiant may audit CCSI (USA)’s use of the
      Software.  If an audit reveals, or CCSI (USA) reports to Chordiant,
      that the Number of Concurrent Users in production by CCSI (USA) on the Counting
      Date exceeds the Number of Concurrent Users licensed by CCSI (USA) on the
      Counting Date, then CCSI (USA) shall be invoiced directly for such unpaid
      licenses based on CCSI (USA)’s Purchase table listed above.

    


    4.  Renewal
      of Support: At CCSI (USA)’s option, on the second anniversary of the
      execution of this License Schedule, and on each subsequent anniversary date,
      CCSI (USA) may acquire an additional one year of Premium Support services for
      the Software licensed under this Order Form, for an annual support fee
      calculated as the higher of 4% of the License fees paid or $240 x Number of
      Concurrent Users on the Counting Date.  The Concurrent User support
      fee (initially $240 per user) shall not increase from the previous year’s per
      user Support Fee by more than the lesser of 5% or the actual increase in the
      Consumer Price Index (CPI) for the previous twelve (12) month period as
      published by the Wall Street Journal. Notwithstanding the foregoing, the fee
      for
      Premium Support services shall not exceed $20,000,000 per annum.

    


    C:  MISCELLANEOUS

    
      	
              1.  

            	
              As
                specified on this Order Form, Chordiant shall deliver to the CCSI
                (USA)
                Location, one copy of the Software media and Documentation
                (electronically, or CD-ROM or bound, whichever is generally available
                and
                at CCSI (USA) discretion) (“Master Copy”) for each Software license
                specified above for use at the Designated Center.  CCSI (USA)
                shall have the right to make up to a reasonable number of copies
                of the
                Software, including Documentation, for each License Type of the Software,
                and CCSI (USA) shall be responsible for installation of the
                Software.  All fees due under this Order Form shall be due and
                payable upon the dates set forth in this Order Form, and shall be
                non-cancelable and the sum paid
                non-refundable.

            


    

    
      	
              2.  

            	
              No
                acceptance period shall apply to the Software.  The Software is
                deemed accepted upon delivery.

            


    

    


    


    Chordiant
      Software
      Inc.                                                                                                Citicorp
      Credit Services, Inc. (USA)

    


    
 

    Signature                                                                                                                    
         Signature

    


    Steven
      Springsteel                                                                                      

    Print
      Name                                                                                                            
       Print Name

    


    President
      &
CEO                                                                                               
________________________________________

    Print
      Title                                                                                                                    
  Print Title

    


    
 

     

    Date                                                                                                                             Date           

     

     

    


     

    Chordiant
      Software
      Inc.                                                                                                

    


    
 

    Signature

    


    Peter
      Norman                                                                           

    Print
      Name

    


    CFO                                                                

    Print
      Title

    


    


     

    Date                                                                      

     

    


    
      
        
                

                              [
              * ]
           = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

                

                    Confidential
              Treatment Requested      
    

        

      

    

    


     

    


     

     

    Exhibit
      A

     

     

    Chordiant
      Collections 1.0

     

     

    Product
      Specifications

     

     

    


     

    [
      * 3 pages of text omitted ]

     

    


     

    


    


    
      
        
                

                              [
              * ]
           = 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.