ex1043.htm


    

      Exhibit
        10.43       

       

       

      SOFTWARE
        LICENSE AND SERVICES AGREEMENT

       

      ThisSoftware
        License And Services Agreement (this “Agreement”) is made as of
        September 28, 2006 (the “Effective Date”) by and between Connecticut
        General Life Insurance Company, a Connecticut corporation having a
        place of business at 900 Cottage Grove Road, Bloomfield, Connecticut 06152
        (“Customer”), and Chordiant Software, Inc., a Delaware
        corporation having its principal place of business at 20400 Stevens Creek
        Blvd.,
        Suite 400, Cupertino, CA 95014 (“Chordiant”).  The terms of this
        Agreement shall apply to each Software license granted by Chordiant under
        this
        Agreement, which shall be identified on the Order Form.

       

      1.      Definitions.

       

      (a)  “CIGNA
        Entities” means (i) Customer and Customer subsidiaries, divisions and
        affiliates, as well as any divested or spun off Customer entities or divisions,
        (ii) business partners, members, suppliers or customers of the entities set
        forth in (i) and (iii) healthcare providers; provided that all individual
        users
        of such partners, members, suppliers, customers and healthcare providers
        shall
        be considered users for purposes of counting the Number of Concurrent
        Users.

       

      (b)  “CIGNA
        Agent” means International Business Machines Corporation or such other
        third party service provider or providers designated by Customer.

       

      (c)  “Number
        of Concurrent Users” means the peak sum of simultaneous users at any
        given time within a twelve (12) month period.

       

      (d)  “Delivery
        Date” means the date on which Chordiant delivers the Software to
        Customer or its designee, or if no delivery is necessary, the Effective Date
        set
        forth above or on the relevant Order Form.

       

      (e)  “Designated
        Contact” means the contact person or group designated by Customer who
        shall coordinate all Support requests to Chordiant.

       

      (f)  “Documentation”
        means all documentation, technical manuals, operator and user guides and
        manuals, flow diagrams, file descriptions and other written information
        describing the functions, operational characteristics and specifications
        of the
        Software or other technology, or explaining how to install, use, maintain
        or
        support the Software or other technology.  Documentation is provided
        in CD-ROM or bound form, whichever is generally available.

       

      (g)  “Error”
        means a reproducible error, defect or problem in the Supported Program or
        Documentation which causes the Supported Program not to operate substantially
        in
        accordance with the Documentation

       

      (h)  “License
        Fee” means the license fee(s) payable by Customer or CIGNA Agent
        pursuant to Section 8 and as set forth in any particular Order
        Form.

       

      (i)  “Order
        Form” means the document in hard copy form by which Customer orders
        Software licenses, and which is agreed to by the parties, or which is agreed
        to
        between Chordiant and a CIGNA Agent (and where the licensed Software is listed
        on Schedule A hereto).  The Order Form shall reference the Effective
        Date and be governed by the terms of this Agreement.

       

      (j)  “Resolution”
        means a modification or workaround to the Supported Program and/or Documentation
        provided by Chordiant to Customer that resolves an Error without additional
        cost
        to Customer or adverse impact to the CIGNA Entities.

       

      (k)  “Services”
        means work performed by Chordiant for Customer pursuant to a Statement
        of Work agreed to by the parties under this Agreement.

       

      (l)   “Software”
        means the software referenced in a particular Order Form in object code form,
        which consists of proprietary Chordiant software, and Third Party Software
        and
        Open Source Code Software embedded therein, and the media, Documentation
        and any
        Updates thereto.  Additionally, the Customer shall be provided with
        certain source code elements of the proprietary Chordiant software pursuant
        to
        Section 2.6 and may be provided with the entire source code of the proprietary
        Chordiant software from the Source Code escrow pursuant to Section 2.7, if
        appropriate.

       

      (m)  “Support”
        means ongoing maintenance and support services provided by Chordiant
        and/or CIGNA pursuant to the terms of this Agreement as set forth on Exhibit
        A hereto, and, if more favorable to Customer, Chordiant’s current support
        policies.  In any event, Chordiant shall be responsible for providing
        Minor Release Updates, Major Release Updates and Patch Updates as part of
        Support (and at no additional charge) under its contract with IBM and/or
        this
        Agreement.

       

      (n)  “Supported
        Program” or “Supported Software” shall mean, at any
        given time, the then-current release and the two immediately preceding point
        releases from the current release  of the Software in use by any of
        the CIGNA Entities.  For example, if the most current release is 5.5,
        Chordiant must support 5.3, 5.4 and 5.5 or if the most current release is
        6.1,
        then Chordiant must support 5.9, 6.0 and 6.1 (and once the current release
        is
        6.2, then support 6.0, 6.1 and 6.2).

       

      (o)  “Support
        Fee” means the support fee(s) payable by Customer or a CIGNA Agent
        pursuant to Section 3, if any, and as set forth in any particular Order
        Form.  During the term of Chordiant’s services contract with IBM, IBM
        will pay Chordiant the Support Fee directly and Chordiant shall provide Support
        through IBM.  In the event that the contract between IBM and Customer
        or the services agreement between IBM and Chordiant terminates, then Chordiant
        shall provide Support at fees consistent with the fees charged to IBM by
        Chordiant during the term of the CIGNA and IBM services
        agreement.  Upon Customer’s request (subject to Customer having
        obtained IBM’s consent), Chordiant shall make such pricing information available
        to Customer; provided that such Support Fee may be increased from the previous
        year’s Support Fee by 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.

       

      (p)  “Support
        Hours” means the support hours specified on Schedule A for either the
        Standard Support period or the Premier Support period, as specified on the
        particular Order Form.

       

      (q)  “Support
        Period” means the period during which Customer is entitled to receive
        Support on a Supported Program, which shall be a period of twelve (12) months
        beginning from the Delivery Date or, if applicable, twelve (12) months from
        the
        expiration of the preceding Support Period unless otherwise agreed in writing
        by
        the parties.

       

      (r)  “Supported
        Environment” means the application server or servers on which the
        Documentation states the Software can operate.

       

      (s)  “Third
        Party Software” means the software of Sun Microsystems, Corticon
        Technologies, Inc., Desiderata Software and Flux Corporation which is embedded
        in the Software and any other third party software embedded in the
        Software.

       

      (t)  “Update”
        means any new release, version, enhancement, update, correction, patch, bug-fix
        or other modifications (regardless of how characterized) to the Software
        that
        are distributed, designed, developed or created by or for Chordiant, but
        excluding any Customizations or Additions.  Chordiant shall provide
        such Major Release Updates, Minor Release Updates and Patch Updates to Customer
        and/or a CIGNA Agent at no additional fee at the same time as Chordiant provides
        them to other users or licensees of the Software as and when developed for
        general release.  Additional Documentation is provided for Major
        Release Updates and Minor Release Updates.  Such additional
        Documentation shall contain a description of any Open Source Code Software
        contained in the Update.

       

      (i)   “Major
        Release Update” shall mean any subsequent release of the Software that is a
        numbered release (ie, Chordiant 5 Foundation, or Chordiant 6
        Foundation).

       

      (ii)   “Minor
        Release Update” shall mean any subsequent release of the Software that is a
        dot-, numbered release (ie, Chordiant 5.1 Foundation).  All Minor
        Release Updates shall be included in the next Major Release Update.

       

      (iii)   “Patch
        Update” shall mean any subsequent release of the Software that is a dot-, dot-
        numbered release (ie, Chordiant 5.1.1 Foundation) and is typically a
        patch.  All Patch Updates shall be included in the next Minor Release
        Update.

       

      


      2.      Software
        License.

       

      2.1                                                Rights
        Granted.

       

      (a)  Chordiant
        hereby grants to the CIGNA Entities a worldwide, irrevocable, perpetual,
        non-exclusive, fully-paid, royalty-free, license to reproduce, use, modify,
        enhance, perform, display, distribute and sublicense to CIGNA Entities and/or
        CIGNA Agents, directly and indirectly, through one or more tiers of
        sublicensees, and make derivative works of the Software listed on Schedule
        A
        hereto (and any amendments to Schedule A and any Order Forms subsequently
        entered into between Customer and Chordiant) for use in connection with the
        business operations of the CIGNA Entities.

       

      (b)  The
        license granted in this Section 2.1 includes the object code version of the
        licensed Software (including all Third Party Software) and includes all Updates
        of the Software to be provided to Customer promptly upon release. Additionally,
        the license includes certain source code elements of the proprietary Chordiant
        software pursuant to Section 2.6 and may include the entire source code of
        the
        proprietary Chordiant software from the Source Code escrow pursuant to Section
        2.7, if appropriate.

       

      (c)  Customer
        shall
        have the right to make such copies of the Software as Customer deems reasonably
        necessary, including for back-up, testing, disaster recovery, development
        or
        archival purposes.  All titles, trademarks and copyright or other
        restricted rights notices shall be reproduced in any such copies.

       

      (d)  Customer
        shall
        have the right to allow third parties to use the Software for the operations
        of
        the CIGNA Entities (for example, third parties involved with disaster recovery,
        the integration of the Software with the systems of CIGNA Entities, development
        and production), so long as Customer is responsible for use of the Software
        is
        in accordance with the terms of this Agreement (unless the third party has
        a
        direct agreement with Chordiant in which case CIGNA shall not be responsible
        and
        Chordiant shall look to its agreement with such third party).

       

      (e)
        Notwithstanding
        anything contrary in this Agreement, the CIGNA Entities and their agents,
        contractors and third party service providers (and their affiliates and
        subcontractors), wherever located, may access, use, modify,
        enhance, create derivatives works of and install the Software solely for
        the
        benefit of the business operations of the CIGNA Entities.  The
        Software may be installed at the locations, facilities and systems owned
        or
        leased by the CIGNA Entities and their agents, contractors and third party
        service providers (and their affiliates and subcontractors) solely for the
        benefit of the business operations of the CIGNA Entities.

       

      2.2             Restrictions

       

      (a)  Chordiant
        has
        obtained the right for the CIGNA Entities to use any Sun Microsystems, Inc.
        software or any other third party software that is embedded in the Software
        in
        connection with any use of the Software as contemplated by Section
        2.1.

       

      (b)  Customer
        agrees
        not to  engineer, disassemble, de-compile, or any other attempt to
        derive source code from the Software for which source code was not provided
        pursuant to Section 2.6 or from the Third Party Software, except to the extent
        required to obtain interoperability with either independently created software
        or as specified by law.

       

      (c)  Chordiant
        and
        its suppliers shall retain all title, copyright and other proprietary rights
        in
        the Software. Customer does not acquire any rights, express or implied, in
        the
        Software, other than those specified in this
        Agreement. Customer agrees that it shall not publish any
        results of benchmark tests run on the Software, other than for the internal
        use
        of the CIGNA Entities.

       

      2.3  Transfer.

       

      (a)   Customer
        may use the Software on any Supported Environment available as of the Effective
        Date or thereafter without the payment of an additional license fee so long
        as
        Customer’s usage of the Software does not exceed the scope of the license it
        acquired for use.

       

            (b)    If
        Customer divests part of its business or an Affiliate ceases to be an Affiliate
        (in each instance the “Former Business”), Customer may sublicense use of the
        Software, assign a designated number of licenses to that Former Business
        or
        provide services to such Former Business with respect to the use of the Software
        to the Former Business; provided that the continued use of the Software by
        or
        for the Former Business shall be considered a part of the underlying license
        for
        the purpose of counting the Number of Concurrent Users and the number of
        CPUs in
        use.

       

      2.4                                                Verification.  At
        Chordiant’s written request, not more frequently than annually, Customer shall
        furnish Chordiant with a signed certification verifying that the Software
        is
        being used pursuant to the provisions of this Agreement and applicable Order
        Form.  Chordiant (or Chordiant’s designee) may audit Customer's use of
        the Software.  Any such audit shall be conducted at Chordiant’s cost
        and expense during regular business hours at Customer's facilities and shall
        not
        unreasonably interfere with Customer's business activities.  Chordiant
        agrees that its employees shall comply with Customer’s reasonable security and
        confidentiality requirements during the audit.  If an audit reveals
        that Customer has underpaid fees to Chordiant, Customer shall be invoiced
        directly for such underpaid fees based on the rates set forth in the applicable
        Order Form.  Payment of such underpaid fees shall be Chordiant’s sole
        and exclusive remedy in the event of an underpayment by Customer.

      


      2.5                                                Customizations
        and Additions.  Modifications, enhancements and derivatives
        works of the Software, including certain software objects applicable to the
        business of the CIGNA Entities, are referred to herein as
“Customizations”.  Additions, bolt-ons or other software that
        interacts or interfaces with the Software are referred to herein as
“Additions”.  Any Customizations made by Customer either directly or
        through their third parties other than Chordiant shall be owned by Customer
        (“Customer Customizations”).  All right, title and interest to any
        Customizations made by Chordiant on behalf of Customer or CIGNA Agents, either
        directly or indirectly (“Chordiant Customizations”), shall be owned by
        Chordiant.  Chordiant hereby grants Customer a license to such
        Chordiant Customizations on the same terms and conditions as those set forth
        in
        Section 2 pertaining to the originally licensed Software, and such Chordiant
        Customizations shall be considered licensed Software under this
        Agreement.  Any Additions shall be owned by Customer, and Chordiant
        hereby assigns all rights, title and interests to such Additions to
        Customer.  To the extent that Customer desires to
        have Chordiant incorporate such Customer Customizations or Additions
        (collectively, “Customer Specific Objects”) into Chordiant’s Software (and
        Chordiant agrees, in its sole discretion, to incorporate such Customer Specific
        Objects), Customer shall promptly deliver to Chordiant the source and object
        code versions (including documentation) of such Customer Specific Objects,
        and
        any updates or modifications thereto, and hereby grants Chordiant a perpetual,
        irrevocable, worldwide, fully-paid, royalty-free, non-exclusive, license
        to
        reproduce, modify, use, perform, display, distribute and sublicense, directly
        and indirectly, through one or more tiers of sublicensees, such Customer
        Specific Objects (provided that any use by Chordiant shall be on an “as-is”
basis” at Chordiant’s sole risk, with no obligation on the part of Customer to
        maintain or support).

       

      2.6Additional
        Software Restrictions.

       

      (a)      Customer
        acknowledges that any Software licensed under this Agreement shall primarily
        be
        in object code format.  However, Customer acknowledges that certain
        licensed Software may include source code based files.  Customer
        acknowledges that the Software, its structure, organization and any
        human-readable versions of a software program (“Source Code”) constitute
        valuable trade secrets that belong to Chordiant and/or its
        suppliers.

       

      (b)    To
        the extent that Chordiant includes such Source Code within its Software,
        such
        Source Code shall be deemed licensed Software under the terms of this Agreement
        and the Order Form.  Customer may modify the Source Code in accordance
        with Section 2.5 and as Customer otherwise deems necessary or useful in support
        of Customer’s authorized use of the Software.

       

      (c)    Customer
        agrees that it shall only disclose the Source Code to authorized employees
        of
        CIGNA Entities and authorized third parties and contractors of CIGNA Entities
        who (i) require access thereto for a purpose authorized by this Agreement,
        and
        (ii) are subject to confidentiality obligations to protect third party
        confidential information.

       

      (d)     Customer
        shall use the same degree of care is to prevent the unauthorized use,
        dissemination, or publication of the source code (i.e., human readable) of
        the
        Software (the “Source Code”) and the Software as Customer uses to protect its
        own confidential information of a like nature, but in no event shall the
        safeguards for protecting such Source Code, and the Software be less than
        a
        reasonably prudent business would exercise under similar
        circumstances.  Customer shall take prompt and appropriate action in
        an effort to prevent unauthorized use or disclosure of such Source Code and
        the
        Software, including, without limitation, storing such Source Code only on
        secure
        central processing units or networks and requiring passwords and other
        reasonable physical controls on access to such Source Code.

       

      2.7                                                Source
        Code Escrow.  Within 30 days of the Effective Date Chordiant
        shall take such steps as are necessary to enable Customer to obtain the Source
        Code that it not been provided under the terms of the Escrow Agreement between
        Chordiant and Iron Mountain Intellectual Property Management, Inc., as
        successor-in-interest to Source File LLC, as Escrow Agent, a copy of which
        has
        been provided to Customer, in the event that Chordiant undergoes a change
        of
        control, assigns all or part of this Agreement, enters into a voluntary or
        involuntary receivership arrangement, bankruptcy or other insolvency
        proceedings, or otherwise ceases to be in business or ceases to maintain
        or
        otherwise support the Software for Customer. Chordiant shall not cancel said
        agreement during the term of this Agreement without the prior written consent
        of
        Customer.  In the event that during the term of this Agreement the
        Source Code is changed, Chordiant shall provide updated Source Code and any
        supporting documentation to the Escrow Agent.  Customer's use of the
        Source Code is limited to support and maintenance of the Software and is
        otherwise subject to the terms of this Agreement.  Customer
        acknowledges that the Software Source Code does not include the source code
        for
        the Third Party Software.

       

      3.      Maintenance
        and Support Services.

       

      3.1                                                Maintenance
        and Support Services.  If annual Support services are
        purchased by IBM on behalf of Customer, then such Support services shall
        be
        provided by Chordiant (through IBM) to Customer pursuant to the terms of
        Chordiant’s services agreement with IBM (which shall at a minimum include the
        services and obligations set forth in this Agreement).  If annual
        Support services are purchased directly by Customer, then such Support services
        shall be provided by Chordiant to Customer under the terms of this Agreement
        or,
        if more favorable to Customer, Chordiant’s support policies in effect on the
        date Support is ordered by Customer. For as long as
        Customer or a CIGNA Agent notifies Chordiant that it wishes to purchase Support,
        Chordiant shall offer to provide such Support.  Notwithstanding the
        foregoing, Chordiant shall provide Support under its agreement with IBM for
        Customer for as long as the services agreement between Chordiant and IBM
        is in
        place (or such longer period as support has been paid for by IBM), and IBM
        has
        paid the then current Support Fee.  If, during the term of Customer’s
        services agreement with IBM, IBM has not paid any undisputed Support Fees
        within
        60 days after the commencement of the then current renewal Support Period,
        then
        Chordiant shall notify Customer in writing of such failure.  If
        Chordiant does not receive payment of the then current undisputed Support
        Fee
        within 30 days following receipt of notice to Customer, from either Customer
        or
        IBM, then Chordiant, in its sole discretion, may either terminate the provision
        of Support hereunder or agree with Customer to continue to provide
        Support.  Support is intended to ensure that the Software operates in
        accordance with its Documentation on an ongoing basis.

       

      3.2  Update
        Policy.  Additionally, as part of Support, Chordiant shall
        provide Customer with Updates, if and when such Updates made available by
        Chordiant.

       

      3.3                                                Reinstatement.  Once
        Support has been terminated in writing by Customer for a particular Supported
        Program, it can be reinstated only if Customer pays a fee equal to the Support
        Fees that would have been payable for the period of time during which Support
        was terminated for such Supported Program.  All Support provided to
        IBM under the services agreement shall count as if Customer had obtained
        the
        Support itself (and no break in support shall have occurred).

       

      4.      Consulting
        Services.

       

      4.1                                                Consulting
        Services.  In the event that Chordiant provides Services
        directly for Customer, Chordiant shall provide Services in accordance with
        a
        Statement of Work to be mutually agreed to by Chordiant and
        Customer.  Chordiant shall charge Customer for Services performed
        pursuant to this Agreement on a time and materials basis at the rates set
        forth
        in the applicable Statement of Work.  If a dollar limit is stated in
        the applicable Statement of Work for time and materials Services, the limit
        shall be deemed an estimate for Customer’s budgeting and Chordiant’s resource
        scheduling purposes; after the limit is expended, Chordiant shall continue
        to
        provide the Services on a time and materials basis, if requested by the Customer
        or as otherwise agreed to by the parties. Customer shall reimburse Chordiant
        for
        pre-approved actual, reasonable travel and lodging expenses incurred in
        conjunction with the provision of Services in accordance with Chordiant’s or
        Customer’s internal travel policy, as agreed upon by the parties.

       

      4.2
        Representative.  Chordiant shall designate a Chordiant
        employee to oversee and direct Chordiant’s Services (the “Chordiant Project
        Manager”).  Chordiant’s Project Manager shall work at the direction of
        the Customer project manager.  Customer’s project manager shall be
        completely responsible for the management and direction of the Customer
        project.  Chordiant may subcontract any portion of the work to be
        performed under the Agreement.

      


      4.3                                                Customer’s
        Duties.

       

      At
        no cost, Customer shall provide Chordiant with (a) adequate access to Customer’s
        facility to perform all work required under this Agreement; (b) all necessary
        safety training regarding Customer’s facility, and (c) reasonable onsite
        facilities, including secure storage space, a designated work area with adequate
        heat and lighting, and access to any needed telephone lines, communication
        facilities or other equipment.

       

      4B.  Intellectual
        Property Rights.

       

      4B.1   Rights
        to Developments.

      


      a.      With
        regard to any Customizations or Additions developed by Chordiant for Customer
        or
        CIGNA Agents, either directly or indirectly, the provisions of Section 2.5
        shall
        apply.

      


      b.  With
        regard to other deliverables or work product developed or provided by Chordiant
        for Customer or CIGNA Agents, either directly or indirectly, subject to
        paragraph a above,

      


      i.  to
        the extent that any of Chordiant’s pre-existing intellectual property rights
        (“Chordiant IP”) are embedded in any deliverable developed or provided by
        Chordiant to Customer or CIGNA Agents or in any CIGNA owned or licensed
        intellectual property (other than the Software), Chordiant hereby grants
        to
        Customer an unlimited, worldwide, perpetual, irrevocable, fully paid-up,
        nonexclusive, unlimited license to use and sublicense, and to permit third
        parties to use, the Chordiant Intellectual Property that is incorporated
        or
        embedded in any such deliverable or intellectual property for so long as
        such
        Chordiant IP remains embedded or incorporated in such deliverable or
        intellectual property and is not separately commercially exploited by
        Customer.

      


      ii.  Chordiant
        shall own all modifications and enhancements to, and derivatives of, Chordiant
        IP that are developed by Chordiant during the provision of any Services
        (collectively, “Chordiant New Intellectual Property”).  Chordiant
        hereby grants to Customer an unlimited, worldwide, perpetual, irrevocable,
        fully
        paid-up license to use (and allow Customer’s agents and third parties to use)
        any Chordiant New Intellectual Property.  

      


      iii.  Subject
        to the foregoing ownership and assignment rights set forth in this Section
        4B.1,
        which take precedent over this subparagraph iii, Customer shall own, and
        Chordiant hereby perpetually assigns to Customer, all rights, title and
        interests in work product that are developed or provided by Supplier in
        connection with the provision of any Supplier Services.

      


      c.
        Notwithstanding the foregoing, nothing in this Section 4B.1 shall expand
        the
        original scope of license of the Software set forth in Section 2
        above.

      


      d.  Chordiant
        shall enter into an agreement with IBM that is consistent with and effectuate
        the terms of this Section 4B.1 and that shall not create any broader rights;
        provided that Chordiant may agree to assign all right, title and interest
        in
        work product or deliverables which are modifications and enhancements to,
        or
        derivative works of, IBM’s pre-existing intellectual property.

      


      4B.2   Chordiant’s
        Duties.

       

      All
        current and future employees and agents of and consultants to Chordiant with
        access to or involved in the performance of Services have executed and delivered
        or shall execute and deliver to Chordiant a proprietary rights agreement
        with
        Chordiant substantially consistent with the form attached as Exhibit C
        hereto pursuant to which such employee or consultant agrees to confidentiality
        and intellectual property assignment terms sufficient to enable Chordiant
        to
        meet its obligations to Customer under this Agreement.

       

      5.      Term
        and Termination.

       

      5.1                                                Term.  This
        Agreement shall be terminated under this Section 5
(“Term and Termination”) or as otherwise specified in the
        applicable Order Form.  Notwithstanding any termination of this
        Agreement, all software licenses are irrevocable and perpetual.

       

      5.2                                                Termination
        by Customer.  Customer may terminate any Software license at
        any time; however, termination shall not relieve Customer’s obligations
        specified in Section 5.4 (“Effect of
        Termination”).

       

      5.3                                                Termination
        by Chordiant.  Chordiant may terminate this Agreement upon
        written notice if Customer materially breaches this Agreement and fails to
        correct the breach within 30 days following written notice specifying the
        breach; provided that any license previously licensed hereunder shall remain
        in
        effect during the term provided for in the license grant, and Section 2 shall
        survive termination of the Agreement in addition to the provisions of Section
        5.4 for the duration of such term.

       

      5.4                                                Effect
        of Termination.  Termination of this Agreement or any license
        shall not limit either party from pursuing other remedies available to it,
        including injunctive relief, nor shall such termination relieve Customer’s
        obligation to pay all fees that have accrued under any Order Form or Statement
        of Work.  The parties’ rights and obligations under Sections
2.2 and 2.6 (“Restrictions”),
        5 (“Term and Termination”),
        6 (“Indemnity, Warranties, Remedies”),
        7 (“Limitation of Liability”),
        8 (“Payment Provisions”), 9
        (“Confidentiality”) and 10 (“Miscellaneous”)
        shall survive termination.  Except for termination pursuant to Section
        5.3, upon termination, Customer shall cease using, and shall return or destroy
        as directed by Chordiant, all copies of the Software and
        Documentation.

       

      6.      Indemnity,
        Warranties, Remedies

       

      6.1                                                Infringement
        Indemnity.  Chordiant shall defend and indemnify the CIGNA
        Entities against a third party claim arising from (a) the Software (including
        Updates and any Contract Property) the Documentation or the Services infringing
        any third party’s intellectual property rights provided that: (i) Customer
        promptly notifies Chordiant in writing of the claim; (ii) Chordiant has
        sole control of the defense and all related settlement negotiations (provided
        that Customer may participate in the defense at its own cost); and
        (iii) Customer provides Chordiant with the assistance, information and
        authority necessary to perform Chordiant’s obligations under this
Section 6, (b) any third party software embedded in
        the Software and (c) and any use by Chordiant or third parties under the
        license
        granted to Chordiant under Section 2.5 Chordiant
        shall have no liability for any claim of infringement based on use of a
        superseded or altered release of Software if Chordiant notified Customer
        that
        the infringement would have been avoided by the use of a current unaltered
        release of the Software which Chordiant makes available to Customer and
        Chordiant pays the cost of implementing the new release.

       

      If
        a third party claim results in preventing Customer from using the Software
        or if
        Chordiant, in its reasonable opinion, believes that the Software is likely
        to be
        held as infringing, Chordiant shall have the option, at its expense, to
        (i) modify the Software to be non-infringing, or (ii) obtain for
        Customer a license to continue using the Software.  If it is not
        commercially reasonable to perform either of the above options, then Chordiant
        may terminate the license for infringing Software and refund the License
        Fees
        paid for the applicable Software license.

       

      6.2                                                Warranties
        and Disclaimers.

       

      (a)                                                Software
        Warranty.  For each Supported Software license that Customer
        acquires, Chordiant warrants for a period of 180 days from the Delivery Date
        that the Software, as delivered by Chordiant to Customer, or CIGNA’s Agent,
        shall substantially perform the functions described in the associated
        Documentation in all material respects when operated in the Supported
        Environment.  Provided that Customer gives
        Chordiant written notice of a breach of the foregoing warranty during the
        warranty period, Chordiant shall correct any reproducible Errors that cause
        the
        breach of the warranty in accordance with its technical support policies,
        or if
        Chordiant is unable to make the Software operate as warranted, Customer shall
        be
        entitled to terminate the Software license and recover the fees paid to
        Chordiant for the Software license.

       

      (b)                                                Media
        Warranty.  Chordiant warrants the diskettes/CD disks media to
        be free of defects in materials and workmanship for thirty (30) days from
        the
        Delivery Date. Chordiant shall replace defective media.

       

      (c)                                                Services
        Warranty.  Chordiant warrants that any Support or consulting
        services provided hereunder shall be performed in a professional and workmanlike
        manner in accordance with generally accepted industry practices.  This
        warranty is valid for a period of 30 days from performance.

       

      (d)                                                Additional
        Warranties.

       

      (i)    Each
        party hereby represents and warrants to the other that (i) it has all requisite
        corporate power and authority (or if a party is not a corporation, such party
        represents and warrants that it has sufficient power and authority under
        its
        organizational documents or agreements) to enter into this Agreement and
        to
        carry out the transactions contemplated hereby, (ii) the execution, delivery,
        and performance of this Agreement and the consummation of the transactions
        contemplated hereby have been duly authorized by all requisite corporate
        (or, as
        applicable, other entity) action on the part of such party, (iii) this Agreement
        has been duly executed and delivered by such party and (assuming the due
        authorization, execution, and delivery hereof by the other party) is a valid
        and
        binding obligation of such party and enforceable against it in accordance
        with
        its provisions, and (iv) its entry into this Agreement does not violate or
        constitute a breach of any agreement to which it is a party or otherwise
        bound.

       

      (ii)  Chordiant
        represents and warrants to Customer that (i) Chordiant has all necessary
        rights,
        title, licenses, permissions, and approvals required to grant the rights
        and
        licenses to the Software (including Third Party Software embedded therein)
        as
        set forth in this Agreement and  (ii) Chordiant has not received any
        written notice or claim, and is not otherwise aware, that the Software
        (including any third party software embedded therein), or the use thereof
        as
        contemplated by this Agreement, infringes on or misappropriates, or would
        infringe on or misappropriate, the copyright, patent, trademark, trade secret,
        or other intellectual property or other proprietary rights of any third
        party.

       

      (iii)
Chordiant
        represents and warrants to Customer that in performing its obligations and
        exercising its rights under this Agreement, Chordiant shall comply (and shall
        require all of its personnel and agents involved in Chordiant’s performance
        under this Agreement to comply) with all applicable laws, rules, regulations,
        and other governmental requirements relating to or affecting this Agreement
        or
        the work to be performed by Chordiant hereunder, and that Chordiant shall
        obtain
        and maintain all permits, licenses, and consents required in connection
        therewith.

       

      (iv)  Except
        for the functions and features expressly disclosed in the Documentation,
        Chordiant represents and warrants to Customer that the Software (including
        Third
        Party Software embedded therein do not contain, and Chordiant shall not insert
        into the Software (including Third Party Software embedded therein) any lock,
        dongle, clock, timer, counter, hardware key, copy protection feature,
        replication device, “virus” or “worm,” as those terms are commonly used in the
        computer industry, or other software code that may (a) lock, disable, or
        erase
        the Software (including Third Party Software embedded therein), or any other
        software, programs, or data of Customer or its respective customers or
        suppliers, (b) limit or prevent full use of or copying of the Software
        (including Third Party Software embedded therein) as permitted under this
        Agreement, (c) harm or otherwise interfere with Customer’ servers or data
        processing hardware (including terminals, auxiliary storage, and communication
        and peripheral devices), or (d) require action or intervention by Chordiant
        or
        any other person to allow use of the Software (including Third Party Software
        embedded therein) as permitted under this Agreement.

       

      (v)                 Except
        as set forth on Exhibit B hereto, Chordiant represents and warrants to
        Customer that neither the Software (including Third Party Software embedded
        therein) provided by Chordiant to Customer under this Agreement contain any
        freeware, computer code, or other items or materials that are subject to
        the GNU
        General Public License or any other open source license agreement (collectively,
        “Open Source Code Software”).

       

      (vi)                 Chordiant
        represents and warrants that the Updates will be consistent with the
        Documentation provided and shall not reduce the functionality existing within
        the licensed Software.  Chordiant will not seek to remove or
        materially reduce functionality from an Update by repacking such Updates
        as ‘new
        products’ such as to require Customer to acquire such Updates for additional
        license fees or cost beyond payment of the Support Fees in accordance with
        the
        terms of this Agreement and the applicable Order Form.

       

      (e)                                                DISCLAIMER
        OF WARRANTIES.Except as specifically provided herein, each
        party disclaims all warranties, whether express, implied or statutory, including
        all implied warranties of merchantability and fitness for a particular
        purpose.In addition, Chordiant does not warrant that the
        software shall operate in combinations other than as specified in the
        Documentation or that the operation of the Software shall be uninterrupted
        or
        error-free.

       

      7.      Limitation
        of Liability.

       

      In
        no event shall either party or its suppliers be liable for any special, indirect
        or consequential loss or damage arising out of or in any way relating to
        this
        Agreement, including, but not limited to, economic loss, loss of profits,
        loss
        of opportunity, even if such party has been advised of the possibility of
        such
        damages.  The limitation of liability provided in this section shall
        apply even if the warranties provided in Section 6 fail of their essential
        purpose.  Except for any breach of Section 2 or Section 9, each
        party’s liability for damages hereunder shall in no event exceed the sum of the
        greater of $20,000,000 and the amount of fees paid and payable under this
        Agreement.

       

      Notwithstanding
        the foregoing, nothing in this Agreement shall operate to exclude or restrict
        either party’s liability for: (i) death or personal injury resulting solely from
        the negligence of the defaulting party; (ii) breach of any applicable
        legislation; (iii) the fraud or willful default of the defaulting party;
        and
        (iv) the indemnification and third party consent
        obligations.

       

      The
        provisions of this Agreement allocate the risks between Chordiant and
        Customer.  Chordiant’s pricing reflects this allocation of risk and
        the limitation of liability specified herein.

       

      8.      Payment
        Provisions.

       

      8.1           Invoicing.  All
        license fees shall be due upon the date of the applicable Order Form or
        Statement of Work and payable 30 days from receipt of an invoice and paid
        without deductions based on any Taxes and, except as set forth in this
        Agreement, shall be non-refundable and non-cancelable (without limitation
        on
        CIGNA’s right to bring a damages claim against Chordiant).  Payments
        for the renewal of annual Support shall be due and payable within 30 days
        of the
        date of support renewal.  All fees shall be paid by IBM for the
        license and support during the term of the services agreement between CIGNA
        and
        IBM and all claims by Chordiant for fees arising during such period shall
        be
        between Chordiant and IBM.

      


      8.2                                                Payments.  The
        parties hereby acknowledge and agree that all payments to be made by Customer
        hereunder shall be made by Customer and/or CIGNA Agent on behalf of Customer,
        as
        further stated an the applicable Order Form or Statement of
        Work.  Chordiant shall bill all amounts due and payable by Customer
        hereunder to Customer or through CIGNA Agent, as the case may be.  All
        payments made by Customer and/or by CIGNA Agent on behalf of Customer shall
        be
        in U.S. Dollars and directed to:

       

      Chordiant
        Software Inc.

      P.O.
        Box [ *
]

      San
        Jose, CA [ *
]

       

      Or
        wire to:

       

      Comerica
        Bank

      Chordiant
        Software, Inc.

      Account#:
[
*
        ]

      Routing
        #: [ *
]

       

      Notwithstanding
        the foregoing, if Customer or CIGNA Agent and Chordiant agree or have agreed
        upon a different method for making payment, they may utilize such method
        when
        making payment to Chordiant.  Customer may, at any time upon prior
        written notice to Chordiant, make payment of any and all amounts due and
        payable
        hereunder directly to Chordiant.

       

      8.3                                                Taxes.  The
        fees in this
        Agreement or the applicable Order Form or Statement of Work do not include
        services or sales taxes on the fees charges to Customer
        hereunder.  Chordiant is required to pay all other taxes,
        including property, excise, import or export, import, government fees or
        other
        taxes based on the licenses granted or services provided under this
        Agreement.  This Section does not apply to taxes based on Chordiant
        revenue or income.

       

      8.4                                                Disputes
        Invoices.  Customer may withhold payments for any item(s) on
        Customer's invoice that Customer reasonably disputes in good faith. 
Customer shall provide to Chordiant written notice of its intention to withhold
        payment, including the reason(s) for Customer's reasonable dispute of the
        invoice (the “Dispute Notice”).  Following receipt of the Dispute Notice,
        Chordiant shall review the invoice in question and, if appropriate, send
        Customer a corrected invoice.  If Chordiant does not agree with Customer's
        reasons for withholding payment or, if sent, the corrected invoice does not
        resolve the dispute to Customer's satisfaction, then either party shall notify
        in writing the other party of the fact that the dispute continues (the “Response
        Notice”).

       

      The
        parties shall use commercially reasonably efforts to resolve or settle the
        dispute within thirty days from the date of the Response
        Notice.  During such thirty day period, executives of both companies
        shall first meet in person to negotiate in good faith a resolution or settlement
        of the dispute.  Pending settlement or resolution of the issue(s),
        Customer's non-payment of these items shall not constitute default by Customer,
        and shall not entitle Chordiant to suspend or delay its furnishing of the
        Support or performance of services for a period of six (6) months from the
        date
        of the Response Notice; provided that Customer pays all undisputed invoices
        in
        accordance with the provisions of Section 8.1.   After expiration of
        such six month period, Customer shall pay Chordiant 50% of the amount of
        the
        disputed invoice.  If not, Chordiant may suspend its furnishing of
        Support or performance of services covered by the disputed
        item(s).  If so, Chordiant will not suspend its furnishing of Support
        or the performance of services covered by the disputed item(s) for another
        six
        month period.  After the expiration of the second six month period,
        Customer shall pay Chordiant the remaining 50% of the amount of the disputed
        invoice.  If not, Chordiant may suspend its furnishing of Support or
        performance of services covered by the disputed item(s).  If, once the
        dispute is resolved, it is determined that Customer did not owe Chordiant
        all or
        any portion of the amounts it paid under this paragraph, Chordiant shall
        reimburse Customer for such payments.

       

      9.      Confidentiality.

       

      By
        virtue of
        this Agreement, the parties may have access to information that is confidential
        to one another (“Confidential Information”).  Confidential Information
        shall include but not be limited to the Software (including Source Code),
        Chordiant services, the terms and pricing under this Agreement, and all
        information clearly identified as confidential or which is self-evidently
        of a
        confidential nature.

      


      A
        party’s
        Confidential Information shall not include information that: (a) is or becomes
        a
        part of the public domain through no act or omission of the other party;
        (b) was
        in the other party’s lawful possession prior to the disclosure and had not been
        obtained by the other party either directly or indirectly from the disclosing
        party; (c) is lawfully disclosed to the other party by a third party without
        restriction on disclosure; or (d) is independently developed by the other
        party.

      


      The
        parties
        agree to hold each other’s Confidential Information in confidence during the
        term of this Agreement and for a period of five years after termination of
        this
        Agreement (except for Chordiant’s Software which shall remain confidential in
        perpetuity).  The parties agree, unless required by law, not to make
        each other’s Confidential Information available in any form to any third party
        for any purpose other than the implementation of this Agreement.  Each
        party agrees to take all reasonable steps to ensure that Confidential
        Information is not disclosed or distributed by its employees or agents in
        violation of the terms of this Agreement.

       

      Each
        party
        agrees that its obligations and covenants are necessary and reasonable in
        order
        to protect the party disclosing Confidential Information.  Each party
        acknowledges that its breach of its obligations would cause irreparable harm
        to
        the other party for which monetary damages would be inadequate and hereby
        agrees
        that the other party shall be entitled to seek injunctive relief under this
        Agreement in addition to any other remedies that may be available at law,
        in
        equity or otherwise.

       

      Immediately
        upon termination of this Agreement, Chordiant shall return all of Customer’s
        Confidential Information.

       

      10.                                                Miscellaneous.

       

      10.1           Export
        Administration.  Each party agrees to comply with all
        relevant export laws and regulations of the United States, the United Kingdom
        and any other applicable country (“Export Laws”) to assure that neither the
        Software nor any direct product thereof are (i) exported, directly or
        indirectly, in violation of Export Laws; or (ii) are used for any purposes
        prohibited by the Export Laws, including, without limitation, nuclear, chemical,
        or biological weapons proliferation.

       

      10.2           Conflict
        of Interest.  Chordiant agrees that during the term of this
        Agreement, it shall not provide services or contract to provide services
        to any
        third party that would prevent it from providing Software or performing Services
        under this Agreement for Customer, except with the prior written consent
        of
        Customer.

       

      10.3   Insurance.  Chordiant
        shall carry and maintain at its own cost, with companies that are rated a
        minimum of “A-“ in Best’s Insurance Guide or are otherwise reasonably acceptable
        to Customer, all necessary insurance (which shall include as a minimum the
        requirements set forth below) during the term of this Agreement, for damages
        caused or contributed to by Chordiant, and insuring Customer against claims
        which may arise out of or result from Chordiant’s performance or failure to
        perform hereunder, including: (i) statutory worker’s compensation in accordance
        with applicable laws, (ii) employer’s liability insurance in an amount of not
        less than $500,000 per occurrence, (iii) commercial general liability, including
        bodily injury, property damage, owners and contractors protective liability,
        products and completed operations liability and contractual liability, with
        a
        combined single limit of not less than $1,000,000, (iv) automotive liability
        covering all vehicles owned, non-owned, hired and leased with a combined
        single
        limit for bodily injury and property damage of not less than $1,000,000,
        (v)
        professional liability and errors and omissions insurance in an amount of
        not
        less than $5,000,000 per claim.  Chordiant, if requested by Customer,
        shall provide Customer with certificates of insurance and copies of the policies
        of insurance reflecting the coverage and amounts set forth in this
        Section.  Chordiant’s certificates of insurance shall contain a
        provision that the coverage afforded under the policy(s) shall not be cancelled
        without thirty (30) days prior written notice to Customer.

       

      10.4   Notices.  All
        notices under this Agreement shall be in writing and deemed to have been
        given
        when mailed by first class.  Notices shall be sent to the addresses
        set forth at the beginning of this Agreement or such other address as either
        party may specify in writing.  If notice is sent to Chordiant, it
        shall be sent to the attention of Chordiant’s Chief Financial Officer and
        Chordiant’s General Counsel.

       

      10.5           Force
        Majeure.  Neither party shall be liable hereunder by reason
        of any failure or delay in the performance of its obligations hereunder (except
        for the payment of money) on account of acts of God, war, unforeseeable
        governmental action, earthquakes, or other similar cause which is beyond
        the
        reasonable control of such party.

       

      10.6           Assignment.  This
        Agreement is binding upon all successors and assigns of the
        parties.  Chordiant shall not assign or subcontract all or any part of
        its rights or obligations hereunder except in the case of operation of law,
        merger, consolidate or sale of all or substantially all of its assets, without
        the written consent of Customer.  Customer may assign or delegate its
        rights under this Agreement.

       

      10.7           Waiver
        and Severability.  The failure of a party to require
        performance by the other party of any provision hereof shall not affect the
        right to require performance at any time thereafter; nor shall the waiver
        by
        either party of a breach of any provision hereof be taken or held to be a
        waiver
        of the provision itself.  If any provision of this Agreement is held
        to be invalid or unenforceable, the remaining provisions of this Agreement
        shall
        remain in full force and the invalid or unenforceable provision shall be
        changed
        and interpreted to best accomplish the provision within the limits of the
        law.

       

      10.8           Governing
        Law and Jurisdiction.  This Agreement shall be governed in
        accordance with the laws of the State of New York, without regard to any
        conflicts of law principles, as if this Agreement were executed in and fully
        performed within the State of New York.  The parties agree that the
        United Nations Convention on Contracts for the International Sale of Goods
        is
        specifically excluded from application to this Agreement.

       

      10.9           No
        Agency.  Nothing contained herein shall be construed as
        creating any agency, partnership or other form of joint enterprise between
        the
        parties.

       

      10.10                      Counterparts.  This
        Agreement may be executed simultaneously in two or more counterparts, each
        of
        which shall be considered an original, but all of which together shall
        constitute one and the same instrument.

       

      10.11                      Customer
        Reference.  Chordiant may not refer to Customer as a customer
        in sales presentations, marketing vehicles and activities, without Customer’s
        prior written consent.

       

      10.12
        Entire Agreement. This
        Agreement, the Order Form(s), together with any exhibits, completely and
        exclusively state the agreement of the parties.  In the event of any
        conflict between the terms of this Agreement and any exhibit hereto, the
        terms
        of this Agreement shall control.  In the event of any conflict between
        the terms of this Agreement and any purchase order or Order Form, the
        individualized terms of such purchase order or Order Form shall control,
        but any
        pre-printed terms on Customer’s purchase order shall be of no
        effect.  This Agreement supersedes, and its terms govern, all prior
        proposals, agreements or other communications between the parties, oral or
        written, regarding the subject matter of this Agreement.  This
        Agreement shall not be modified except by a subsequently dated written amendment
        signed by the parties, and any “pre-printed” terms on a Customer purchase order
        or other document purporting to supplement the provisions hereof shall be
        void.

       


      
        
                

                    
      
      

                              [
              * ]            = 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.
              
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      In
        Witness Whereof, the parties hereto have caused this Agreement to be
        executed by their duly authorized representatives.

      


      


      Chordiant
        Software,
        Inc.                                                                                                Connecticut
        General

                    
                                           
Life Insurance Company:

      


      /s/
        Steven R.
        Springsteel                                                                   
                    /s/ Debra A.
        Christie

      Signature                                                                                                                      
          Signature

      


      Steven
        R.
        Springsteel                                                                        
      Debra
        A. Christie

      Print
        Name                                                                                        
                  
         Print Name

      


      President
        and
        CEO                                                                        
        AVP

      Print
        Title                                                                                                                     
 Print Title

      


      September
        28,
        2006                                                                                       
     September 28, 2006

      Date                                                                                                                               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.
              
      

                    
      
      

                    
      
      

                    
      
      

                    
      
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      Schedule
        A

       

       

      By
        the terms of this Schedule A, Chordiant Software, Inc. (“Chordiant”) agrees to
        license its software to Connecticut General Life Insurance Company (“CIGNA”) in
        accordance with the terms of the Software License and Services Agreement
        (the
“License Agreement”) dated September 28, 2006 between Chordiant and
        CIGNA.

       

      


      SOFTWARE
        LICENSE

      


      


      Customer
        Application: Contact Center Architecture

      


      
        	
                Software
                  Product(s)

              	
                Quantity

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

                URN’s
                  (no. of)

              
	 	 	 
	
                Chordiant
                  Call Center Browser Edition

              	
                4,000*

              	
                Concurrent
                  Users

              
	 	 	 
	
                Chordiant
                  Foundation Server

              	
                86*

              	
                CPU

              
	
                -
                  Application Components

              	 	 
	
                -
                  Business Process Server

              	 	 
	
                -
                  Security Server

              	 	 
	
                -
                  CTI Server

              	 	 
	
                -  Persistence
                  Server

              	 	 
	
                -
                  Request Server

              	 	 
	
                -
                  JDBC Connector

              	 	 
	
                -
                  Chordiant Connector for WebSphere MQ

              	 	 
	
                -
                  Chordiant Interaction Controller

              	 	 
	 	 	 
	
                Chordiant
                  Tools Bundle

              	
                30

              	
                Developers

                 

              
	
                -
                  Chordiant Business Process Designer

              	 	 
	
                -
                  Chordiant Café Developer Environment

              	 	 
	 	 	 
	
                Chordiant
                  Rules Designer

              	
                10

              	
                Designers

              
	 	 	 


      

      Chordiant
        Rules
        Server                                                                86*                      CPU

      


      *This
        Schedule A shall be amended to reflect increases to the licenses for the
        Number
        of Concurrent Users ordered by Customer or CIGNA Agents.  Each time
        the Number of Concurrent Users increases by 500, the number of CPUs increases
        by
        8.

      


      *In
        the event that the contract between IBM and Customer terminates, then Chordiant
        shall increase the Number of Users and number of CPUs as requested by Customer
        at fees consistent with the fees charged to IBM by Chordiant during the term
        of
        the CIGNA and IBM services agreement.  Upon Customer’s request
        (subject to Customer having obtained IBM’s consent), Chordiant shall make
        such
        pricing information available to Customer.


      
        
                

                    
      
      

                              [
              * ]            = 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
        A - General Support Terms

       

      1.
        Technical Support

      


      Annual
        Support services ordered by Customer shall be provided under Chordiant’s Support
        policies and pricing in effect on the date Support is ordered and shall be
        effective upon shipment (or upon Order Form Effective Date for products not
        requiring shipment).

      


      Chordiant
        shall make available to Customer Support in the form of access via e-mail,
        web
        and telephone (telephone access during the Support Hours only) in English
        to the Designated Contacts and/or via the support website for technical
        information, technical advice and technical consultation regarding Customer’s
        use of the Supported Software.

      


      Scope
        of Support.  The primary objective of Chordiant Product
        Support is to assist Customer in maintaining and/or regaining an operational
        state.  The secondary objective of Product Support is to provide in
        due course the correction of any underlying Errors.

      


       Product
        Support shall include the following:

      


      (a)
        Problem Prevention

      
        	
                1.  

              	
                Notification
                  of availability of patches and
                  releases.

              


      

      


      (b)
        Problem Identification

      
        	
                1.  

              	
                Clarification
                  of Chordiant error messages,

              


      

      
        	
                2.  

              	
                Assistance
                  in identifying and verifying the causes of suspected Errors,
                  and;

              


      

      
        	
                3.  

              	
                Advice
                  on bypassing identified Errors (providing workarounds) in the Supported
                  Software.

              


      

      


      (c)
        Problem Resolution

      
        	
                1.  

              	
                Reporting
                  and tracking product defects and enhancement
                  requests,

              


      

      
        	
                2.  

              	
                Resolution
                  of defects via workaround, maintenance release or in exceptional
                  circumstances emergency patches,
                  and

              


      

      
        	
                3.  

              	
                Notification
                  of status on issues, including escalation when
                  required.

              


      

      


      Resolution
        of Errors.  Chordiant shall provide an initial response
        acknowledging Errors reported by Customer in accordance with the priority
        levels
        and response times set out in Schedule
        A.  Chordiant shall acknowledge each Customer report of a
        case by written acknowledgment setting forth a Case Problem Number for use
        by
        Customer and Chordiant in all correspondence relating to such
        case.  Thereafter, Chordiant shall use commercially reasonable efforts
        to provide a Resolution.

      


      Exceptions.
        Chordiant shall have no responsibility to fix any Errors arising
        out of
        or related to the following causes:

      
        	
                a.  

              	
                any
                  modifications or enhancements made by the Customer to the Software
                  or the
                  application specific environment, unless such modifications or
                  enhancements are specifically approved in writing by Chordiant
                  Product
                  Support; this includes but is not limited
                  to;

              


      

      
        	
                 

              	
                -
                  location of binaries

              


      

      
        	
                 

              	
                -
                  scripts provided by Chordiant

              


      

      
        	
                 

              	
                -
                  any application specific object (e.g., table, view, index,
                  trigger)

              


      

      
        	
                 

              	
                -
                  any application specific operating system permissions or role
                  privileges

              


      

      
        	
                b.  

              	
                Any
                  modification or combination of the Software (in whole or in part),
                  including without limitation any portions of the Software code
                  or Source
                  Code customized by the customer that is not part of the unmodified
                  Software delivered by Chordiant or for which Chordiant has not
                  received
                  and acknowledged receipt of the source code and agreed to
                  Support.

              


      

      
        	
                c.  

              	
                Use
                  of the Software in an environment other than a Supported
                  Environment.

              


      

      
        	
                d.  

              	
                Accident;
                  electrical or electromagnetic stress; neglect; misuse; failure
                  or
                  fluctuation of electric power, failure of media not furnished by
                  Chordiant; operation of the Software with other media and hardware,
                  software or telecommunication equipment or software; or causes
                  other than
                  ordinary use.

              


      

      


      2.
        Customer Responsibilities

      


      Customer
        agrees to:

      (i)
        Provide Chordiant with remote access to Customer’s Supported
        Software during the term of this Agreement via an electronic link;
        and

      (ii)
        Provide any reasonable assistance that Chordiant may require
        from the Designated Contacts and other appropriate Customer representatives
        (e.g. network administrator, as the case may be) to enable Chordiant to
        provide Customer with Support; and

      (iii)
        Establish and maintain the conditions of the Supported Environment in
compliance with Chordiant Certified Matrix and Technical Stack
        developed for the installed release or any environmental operating ranges
        specified by the manufacturers of the components of the Designated Center.
        Any
        deviation from this Support Environment voids all Resolutions within the
        timeframe set forth in Exhibit A.

      


      The
        Customer agrees to designate appropriately qualified and trained
        personnel to be the Designated Contacts, and only those individuals
        shall request Support services.  The Customer agrees endeavor to
        adequately train and obtain “Chordiant certification” for, and forward to
        Chordiant the names and contact details of the Designated Support
        Contacts.

      


      The
        Customer agrees to notify Chordiant Product Support promptly of
        any malfunction of the Supported Software.

      


      The
        Customer agrees to provide Chordiant with access to and use of such of
        the Customer’s information and facilities reasonably necessary to
        service the Supported Software including, but not limited to, an accurate
        description of the Designated Center and the current Supported Environment,
        the
        problem being reported, the transactions and any error messages, along with
        screenshots and log files.

      


      The
        Customer agrees to install the Current Release as soon as reasonably
        practicable, and in any event within the timeframe set out in
        Chordiant’s release policy in effect on the date Support is
        ordered.

      



      
        
                

                    
      
      

                              [
              * ]            = 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.
              
      

                    
      
      

                    
      
      

                    
      
      

                    
      
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      PRIORITY
        LEVELS AND RESPONSE TIMES:

       

      
        	
                 

                Priority
                  Level

              	
                 

                Definition

              	
                Response
                  Time to Designated Support Contact

              
	
                 

                PRIO-1

                “Production
                  down” Problem

              	
                 

                Business
                  impact is immediate and major, i.e. no material benefit from the
                  Supported
                  Software.

                The
                  Supported Software in a mission critical “live production” environment is
                  inoperative, renders the system on which it is installed inoperable
                  or
                  suffers a major performance degradation.  No workaround is
                  available.

                 

              	
                 

                1
                  business hour

              
	
                 

                PRIO-2

                Mission
                  critical

                Problem

              	
                 

                Business
                  impact is immediate and significant.

                The
                  Supported Software in a production or a mission critical development
                  environment is inoperative or fails to satisfy critical functional,
                  operational or performance specifications.

                 

              	
                 

                4
                  business hours

              
	
                 

                PRIO-3

                Serious

                Problem

              	
                 

                Business
                  impact is high but not widespread.

                An
                  aspect of the software is inoperative, causes or results in substandard
                  or
                  erratic performance, but nonetheless the software operates substantially
                  in accordance with specifications.

                 

              	
                 

                1
                  business day

              
	
                 

                PRIO-4

                Problem

                 

              	
                 

                Business
                  impact is moderate or small.

                No aspect
                  of the software is inoperative.  The software operates in
                  accordance with specifications.

                 

              	
                 

                5
                  business days

              


      

      


      NORMAL
        SUPPORT HOURS

      Customer
        shall report all problems to the closest support center.  Chordiant
        reserves the right to alter the location(s) of its support centers, and shall
        inform the Customer in writing should this occur.  Chordiant provides
        Product Support from the following support centers during their respective
        normal business hours as set out below:

      
        	
                 

              	
                EMEA

              	
                08:30
                  – 17:30 UK Time {Greenwich Mean Time (GMT) or British Summer Time
                  (BST),
                  as applicable}

              


      

      
        	
                Americas

              	
                08:30
                  – 17:30 Pacific Std Time (i.e. 16:30 – 01:30 UK Time, subject to time
                  changes)

              


      

      
        	
                Asia/Pacific

              	
                08:30
                  – 17:30 Melbourne, Australia (i.e.23:30 – 08:30 UK Time, subject to time
                  changes)

              


      

      


      
        	
                 

              	
                “Standard
                  Support” means calls from any priority
                  level which are supported from Monday to Friday during the normal
                  business
                  hours for Customer’s closest support center as set out
                  above.

              


      

      “Premier
        Support” means, in addition to Standard Support, Customer shall receive
        extended 24 Hour support in respect of PRIO-1 CALLS FOR CHORDIANT’S PLATFORM AND
        FOUNDATION SOFTWARE ONLY from Monday to Sunday inclusive as noted below
        (not available for Application Products).

      


      Notes:

      
        	
                (a)  

              	
                PRIO-1
                  calls are to be placed by phone andfollowed up with a detailed
                  explanation of the problem via e-mail to the respective regional
                  support center.

              


      

      
        	
                (b)  

              	
                The
                  Customer may categorize the priority level in accordance with the
                  above
                  definitions when reporting the
                  problem.

              


      


      
        
                

                    
      
      

                              [
              * ]            = 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.
              
      

                    
      
      

                    
      
      

                    
      
      

                    
      
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                 

              	
                EXTENDED
                  24-HOUR SUPPORT

              


      

      
        	
                 

              	
                (Applicable
                  to ‘PRIO-1’ Calls on Chordiant’s Platform and Foundation software
                  only)

              


      

      


      In
        respect of “Standard Support” and “Premier Support” for Platform and Foundation
        software products only, Chordiant extends support hours for the applicable
        days
        to 24 hours per applicable day for PRIO-1 calls
        only.  Outside the normal regional support hours,
        Chordiant shall decide if the Prio-1 Case continues to be handled by the
        EMEA
        support center, or if the PRIO -1 call shall “follow the sun” to another support
        center and shall, if required, initiate a page to 24-hour on-call Product
        Support engineers.

      Please
        note that the extended 24 hour support in respect of ‘PRIO-1’ calls set forth
        above is only available and applicable to customers licensing Chordiant’s
        platform or foundation software, and does not apply to any other Chordiant
        application software, including but not limited to Chordiant’s Marketing
        Director or Selling Director product suites.

      


      


      


      



      
        
                

                    
      
      

                              [
              * ]            = 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
        B – Open Source Software

      


      [
        * 3 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.
              
      

                    
      
      

                    
      
      

                    
      
      

                    
      
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      


      


      


      


      


      EXHIBIT
        C

      


      


      


      


      


      


      Form
        Non-Disclosure and Assignment Agreement


      
        
                

                              [
              * ]            = 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
        C

      


      Form
        Non-Disclosure and Assignment Agreement

      


      


      THIS
        NON-DISCLOSURE AND
        ASSIGNMENT AGREEMENT (this “Agreement”), dated as of this ____
        day of ____________, 200__, is entered into by and between Chordiant Software,
        Inc. (“Chordiant”) and [insert Chordiant employee or
        contractor full name]

       

      


       

       

      W
        I T N E S S E T H:

       

       

      WHEREAS,
        my full
        name is [insert Chordiant employee or contractor
full name] and I am employed by or acting
        as a consultant to
        Chordiant;

       

       

      WHEREAS,
        IBM
        provides certain services (the “Services”) to Connecticut General Life
        Insurance Company, its affiliates and certain other entities designated by
        Connecticut General Life Insurance Company (collectively, “CIGNA”) under
        that certain Master Services Agreement by and between CIGNA and IBM, dated
        as of
        September 28, 2006 (the “MSA”);

       

       

      WHEREAS,
        Chordiant
        provides certain services to IBM under that certain Statement of Work by
        and
        between Chordiant and IBM dated as of September 28, 2006 (the “SOW”) on behalf
        of CIGNA;

       

       

      WHEREAS,
Chordiant
        provides licenses and rights to CIGNA pursuant to a certain agreement between
        Chordiant and CIGNA dated as of September 28, 2006 (the “CIGNA
        Agreement”);

       

       

      WHEREAS,
        CIGNA
        possesses certain Confidential Information (as defined below) relating to
        its
        business processes, products and technology;

       

       

      WHEREAS,
        I
        understand and agree that I will have access to such Confidential Information
        during my [employment] [consultancy] with Chordiant; and

       

       

      NOW
        THEREFORE, in
        consideration for and as a condition to my assignment to the CIGNA account,
        I
        agree to be bound by the terms set forth herein.

       

      


       

      
        	
                1.  

              	
                Definition
                  of Confidential Information.  As used herein,
                  “Confidential Information” shall mean any and all materials,
                  information, processes, methodologies, tools, software programs,
                  code,
                  intellectual property and other data, technical or non-technical,
                  whether
                  written, electronic, graphic or oral, furnished or disclosed by
                  CIGNA or
                  on CIGNA’s behalf to you (by IBM or otherwise), either directly or
                  indirectly, with the exception only of the following: (a) information
                  that
                  is now in the public domain or subsequently enters the public domain
                  through no fault or act of the receiving party; (b) information
                  that is
                  presently known or becomes known to the receiving party from its
                  own
                  independent source as evidenced by the receiving party; (c) information
                  that the receiving party receives from any third party not under
                  any
                  obligation to CIGNA to keep such information confidential; (d)
                  information
                  that is independently developed by the receiving party as proven
                  by the
                  receiving party’s written records; and (e) as otherwise allowed in the SOW
                  and the MSA.

              


      

       

      
        	
                2.  

              	
                Non-Disclosure
                  Obligations.  I hereby understand and
                  agree:

              


      

       

      
        	
                (a)  

              	
                To
                  use the same care and discretion to avoid disclosure, publication
                  or
                  dissemination of Confidential Information as I use with respect
                  to
                  Chordiant’s own similar information that it does not wish to disclose,
                  publish or disseminate and use Confidential Information solely
                  to the
                  extent required to fulfill Chordiant’s obligations under the SOW and IBM’s
                  obligations or exercise IBM’s rights under the
                  MSA.

              


      

       

      
        	
                (b)  

              	
                Not
                  to deliver to or disclose or otherwise make available to anyone
                  any
                  Confidential Information except as authorized in the SOW and the
                  MSA.

              


      

       

      
        	
                (c)  

              	
                Except
                  as otherwise expressly stated in this Agreement, not to disclose
                  the
                  existence of this Agreement, any of the activities which may take
                  place
                  pursuant to this Agreement, the relationship formed, if any, under
                  this
                  Agreement or the other party’s interest in the subject matter to which
                  this Agreement relates, to anyone except those employees of Chordiant,
                  CIGNA and IBM with a need to know unless authorized in the SOW
                  and the
                  MSA.

              


      

       

      
        	
                (d)  

              	
                That
                  Confidential Information delivered by CIGNA (or by IBM, on CIGNA’s
                  behalf), and all copyright, patent, and other proprietary rights
                  therein,
                  shall remain property of CIGNA or its direct and indirect subsidiaries
                  and
                  affiliates, as the case may be, at all
                  times.

              


      

       

      
        	
                (e)  

              	
                Nothing
                  contained herein shall be construed as:  (i) granting to me any
                  right, title or interest in or to, or any license under, any patent
                  or
                  patent application, now or subsequently owned by CIGNA or IBM or
                  their
                  respective designees; and (ii) granting to me any right, title
                  or interest
                  in or to, or any license under Confidential Information provided
                  by CIGNA
                  (or by IBM, on CIGNA’s behalf).

              


      

       

      
        	
                (f)  

              	
                Upon
                  Chordiant’s completion of Services to IBM and CIGNA, or IBM’s completion
                  of Services to CIGNA, or upon CIGNA or IBM’s earlier
                  request:  (i) I shall immediately cease using the Confidential
                  Information; and (ii) return Confidential Information (including
                  all
                  copies and summaries thereof) to CIGNA (or IBM, on CIGNA’s behalf), or, at
                  the CIGNA’s option, destroy the same promptly after a written or oral
                  demand.  Upon CIGNA or IBM’s request, I shall certify to the
                  requesting party in writing that I have complied with my obligations
                  under
                  this paragraph.

              


      

       

      
        	
                3.  

              	
                Assignment
                  Obligations.  I hereby understand and
                  agree:

              


      

       

      
        	
                (a)  

              	
                That
                  during the course of my employment, I may work on and be a part
                  of the
                  development of technology, processes, methodologies, and other
                  work
                  product for CIGNA (or IBM, on CIGNA’s behalf).  In accordance
                  with the provisions of the SOW and the CIGNA Agreement, I hereby
                  assign to
                  Chordiant any technology, processes, methodologies, and other work
                  product
                  developed by me and such technology, processes, methodologies,
                  and other
                  work product which shall become the sole and absolute property
                  of
                  Chordiant to enable Chordiant to meet its obligations under the
                  SOW and
                  the CIGNA Agreement and for IBM to meet its obligations to CIGNA
                  under the
                  MSA.

              


      

       

      
        	
                (b)  

              	
                That
                  any and all inventions, improvements, discoveries, technologies,
                  processes, methodologies, and other work product developed or discovered
                  by me as a result [of my employment at] [or consultancy with] Chordiant
                  shall be fully disclosed to Chordiant (or IBM, on CIGNA’s behalf, as
                  required by the MSA), and in accordance with the provisions of
                  the SOW I
                  hereby assign the same to Chordiant, and the same shall become
                  the sole
                  and absolute property of Chordiant to enable Chordiant to meet
                  its
                  obligations under the SOW and the CIGNA Agreement and for IBM to
                  meet its
                  obligations to CIGNA under the MSA.  Upon the request of IBM or
                  CIGNA, I shall execute, acknowledge, and deliver such assignments
                  and
                  other documents as Chordiant, IBM or CIGNA may consider necessary
                  or
                  appropriate to vest all rights, titles, and interests in Chordiant
                  to
                  enable Chordiant to meet its obligations under the SOW and the
                  CIGNA
                  Agreement and to enable IBM to meet its obligations to CIGNA under
                  the
                  MSA.

              


      

       

      
        	
                4.  

              	
                Remedies.  I
                  hereby understand and agree:

              


      

       

      
        	
                (a)  

              	
                That
                  unauthorized use or disclosure of Confidential Information may
                  likely
                  result in substantial monetary and other damages to CIGNA (or IBM,
                  on
                  CIGNA’s behalf) and their respective direct and indirect subsidiaries
                  and
                  affiliates and will subject me to disciplinary action, including
                  termination of employment, and civil and criminal legal
                  proceedings.

              


      

       

      
        	
                (b)  

              	
                That
                  the unauthorized use or disclosure of Confidential Information
                  may give
                  rise to irreparable injury to CIGNA (or IBM, on CIGNA’s behalf) and
                  acknowledge that remedies other than injunctive relief may not
                  be
                  adequate.  Accordingly, IBM and CIGNA and their respective
                  direct and indirect subsidiaries and affiliates have the right
                  to seek
                  equitable and injunctive relief to prevent the unauthorized disclosure
                  of
                  Confidential Information.

              


      

       

      
        	
                5.  

              	
                Miscellaneous.  I
                  hereby understand and agree:

              


      

       

      
        	
                (a)  

              	
                This
                  Agreement embodies the entire understanding between the parties
                  as to the
                  subject matter of this Agreement and supersedes and replaces any
                  and all
                  prior understandings, arrangements and agreements whether oral
                  or written
                  relating to the Confidential Information.  The terms of this
                  Agreement shall not be amended or modified except in writing signed
                  by
                  each of Chordiant and me.

              


      

       

      
        	
                (b)  

              	
                The
                  provisions of this Agreement shall survive the expiration or termination
                  of the MSA and the SOW for a period of seven (7)
                  years.

              


      

       

      
        	
                (c)  

              	
                This
                  Agreement is a personal, indivisible, nontransferable agreement
                  and may
                  not be assigned or transferred, in whole or in part, by either
                  party.

              


      

       

      
        	
                (d)  

              	
                CIGNA
                  shall be an intended third party beneficiary of this Agreement
                  but only as
                  to individuals who are no longer employed by Chordiant or retained
                  as a
                  consultant by Chordiant.

              


      

       

      
        	
                (e)  

              	
                This
                  Agreement shall be governed by, and construed and interpreted in
                  accordance with, the laws of the State of New York, without respect
                  to its
                  rules on the conflict of laws.

              


      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their duly authorized officers as set forth below.

       

      
        	
                CHORDIANT
                  SOFTWARE, INC.

              	
                [insert
                  Chordiant employee or contractor full
                  name]

              
	 	 
	 	 
	
                By:                                                                

              	
                By:                                                                

              
	 	 
	
                Name:

              	
                Name:

              
	 	 
	
                Title:

              	
                Title:

              
	 	 
	
                Date:

              	
                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.