ex1027.htm


    

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

       

      Exhibit
        10.27

       

      MASTER
        SERVICES AGREEMENT

       

      This
        Master Services Agreement (the “Agreement”), dated as
        of December 15, 2003, is between Chordiant Software, Inc., a
        Delaware corporation (“Chordiant”), on the one hand, and
Ness Global Services, Inc. a Pennsylvania corporation
        (“Ness Global”), Ness Technologies India Ltd. (“Ness
        India”), an India company, and Ness Technologies,
        Inc., a Delaware corporation, (collectively, “Supplier”) on the
        other.

       

      Recitals

       

      Whereas,
        Supplier desires to provide to Chordiant, and Chordiant desires to obtain
        from
        Supplier, the services described in this Agreement on the terms and conditions
        set forth in this Agreement; and

       

      Whereas,
        Chordiant and Supplier have engaged in extensive negotiations and discussions
        that have culminated in the formation of the relationship described in this
        Agreement.

       

      Now,
        Therefore, for and in consideration of the agreements set forth below,
        Chordiant and Supplier agree as follows:

       

      
        	
                1.  

              	
                Definitions
                  and Construction

              


      

       

      1.1  Definitions.  The
        terms used in this Agreement with initial capital letters have the meanings
        set
        forth in Exhibit 1.

       

      1.2  Interpretation.

       

      (a)  The
        Exhibits attached to this Agreement are hereby incorporated into and deemed
        part
        of this Agreement.  All references to “Agreement” herein include the
        Exhibits to this Agreement.  All references to “Exhibits” herein
        include the attachments to such Exhibits.

       

      (b)  The
        headings preceding the text of Articles, Sections and the headings to Exhibits,
        the table of contents and the table of Exhibits included in or attached to
        this
        Agreement are used for convenience only and are not to be considered in
        construing or interpreting this Agreement.

       

      (c)  Any
        reference to an Exhibit, Section or Article shall be to such Exhibit, Section
        or
        Article of this Agreement, unless otherwise expressly provided.

       

      (d)  References
        to any Law refer to such Law in changed or supplemented form, or to a newly
        adopted Law replacing a previous Law.

       

      (e)  The
        use of the terms “including,” “include” or “includes” shall in all cases herein
        mean “including without limitation,” “include without limitation” or “includes
        without limitation,” respectively.

       

      (f)  Words
        conveying the singular include the plural and vice versa where the context
        so
        requires.

       

      (g)  The
        Parties acknowledge and agree that they have mutually negotiated the terms
        and
        conditions of this Agreement and that any provision contained herein with
        respect to which an issue of interpretation or construction arises shall
        not be
        construed to the detriment of the drafter on the basis that such Party or
        its
        professional advisor was the drafter, but shall be construed according to
        the
        intent of the Parties as evidenced by the entire Agreement.

       

      1.3  Order
        of Precedence.  Except as otherwise expressly set forth in
        the body of this Agreement or in an Exhibit, in the event of a conflict,
        ambiguity or inconsistency between the provisions in the body of this Agreement
        and any Exhibit, the provisions in the body of this Agreement shall
        prevail.

       

      
        	
                2.  

              	
                Term

              


      

       

      2.1  Initial
        Term. The initial term of this Agreement shall commence on the
        Effective Date and continue until either the Initial Agreement Expiration
        Date,
        the last day of the final Extension Period, or such earlier date upon which
        this
        Agreement is terminated in accordance with its terms (the “Initial
        Term”).

       

      2.2  Renewal
        and Extension.  Chordiant, in its sole discretion, upon no
        less than ninety (90) days advance notice prior to the end of the Initial
        Term
        and each extension thereof, may elect to extend the Initial Term for additional
        one year periods (each an “Extension Period”) on the terms,
        conditions and pricing in effect as of the date of the notice of
        extension.

       

      
        	
                3.  

              	
                Services

              


      

       

      3.1  Base
        Services Defined.  The Base Services means the services,
        functions and responsibilities of Supplier, as they may evolve, be supplemented,
        enhanced, modified, or replaced (e.g., to keep pace with technological
        advancements and improvements in the methods of delivering Services) during
        the
        Term, including the following:

       

      (a)  The
        services, functions and responsibilities that relate to each Line of Business
        described in this Agreement, the Transition Plan and any Statement of
        Work;

       

      (b)  The
        services, functions and responsibilities routinely performed prior to the
        Effective Date by the Affected Employees and the Affected Contractors or
        such
        other Chordiant employees and contractors whose services, functions or
        responsibilities were displaced or transitioned to Supplier as a result of
        this
        Agreement, even if such service, function or responsibility is not specifically
        described in this Agreement; provided that such service, function or
        responsibility is reasonably related to the Services described in this
        Agreement;

       

      (c)  The
        services, functions, and responsibilities that are of a nature and type that
        would ordinarily be performed by the organization or part of the organization
        performing services similar to the Services within a company in the software
        industry, even if not specifically described in this Agreement;

       

      (d)  Any
        services, functions or responsibilities required for the proper performance
        and
        delivery of the Services, whether or not expressly identified or described
        in
        this Agreement;

       

      (e)  The
        Refresh of the Systems provided by Supplier; and

       

      (f)  The
        joint development of a plan to extend the Software Engineering Institute’s
        Capability Maturity Model (SEI CMM) quality certifications of Supplier to
        Chordiant’s product line as soon as reasonably practicable after the Effective
        Date.

       

      3.2  Provision
        of Services. 

       

      (a)  Commencement
        Dates; Transition Services.  Beginning on the Effective Date,
        Supplier shall provide the Transition Services as specified in the Transition
        Plan.  The Transition Plan sets forth a number of Commencement Dates,
        and specifies which Services correspond to such Commencement
        Dates.  Beginning on each Commencement Date, Supplier shall provide
        the Services that correspond with such Commencement Date.  Chordiant
        shall have the right to set priorities regarding scheduling the performance
        of
        Services in accordance with the procedures set forth in the Policies and
        Procedures Manual.

       

      (b)  Base
        Services.  Supplier shall provide the Base Services as set
        forth in this Agreement, the Transition Plan and in each Statement of
        Work.

       

      (c)  Increase
        in Personnel.  If Chordiant requests additional services
        under a Line of Business (or multiple Lines of Business) that Supplier cannot
        provide with the aggregate number of EDC Personnel at the time of the request,
        then within [ * ] (or such time as agreed by the Parties) of
        the receipt of such request, Supplier will provide Chordiant with an estimate
        of
        the number of resources required to provide such services (the
“Additional Personnel”).  If Chordiant desires to add
        the Additional Personnel, the Parties will reflect the agreed upon additional
        EDC Personnel in a writing authorized by the Steering Committee, and Supplier
        will provide the Additional Personnel in accordance with the terms and prices
        set forth in this Agreement.  Chordiant shall not be obligated to pay
        for any Additional Personnel unless approved in writing by
        Chordiant.  Any increase in the EDC Personnel in accordance with this
        section shall be in Chordiant’s sole discretion and shall not be considered a
        New Line of Business.

       

      (d)  Decrease
        in Personnel.  Upon no less than six (6) weeks prior written
        notice, at any time after the [ * ] from the Effective Date,
        Chordiant shall be entitled to reduce the number of EDC Personnel in any
        quarter
        by up to [ * ] of the average EDC Personnel for the prior
        quarter, or [ * ] EDC Personnel, whichever is
        greater.  The fees under this Agreement will be reduced to reflect the
        reduction in EDC Personnel, effective as of the effective date of the EDC
        Personnel reduction.  There shall be no penalty or other fee
        associated with any such decrease.

       

      (e)  Insourcing.  Chordiant
        may insource, obtain from a third party, or otherwise remove from scope all
        or
        any portion of the Services then being provided by Supplier.

       

      (f)  Suppliers.  Supplier
        shall provide the Services to Chordiant and the Chordiant Affiliates in
        accordance with this Agreement.  With respect to Supplier’s
        obligations and license grants contained in this Agreement, the term “Chordiant”
shall include Chordiant and the Chordiant Affiliates.

       

      (g)  Resources.  Except
        as expressly provided otherwise in this Agreement, Supplier shall provide
        all
        facilities, assets, and resources (including personnel, communications lines,
        Equipment, and Software) necessary for delivering the Services and otherwise
        meeting its obligations under this Agreement.  In addition, Supplier
        shall provide the shared common services set forth in Exhibit
        13.  The location of and standards for the facility(ies) shall be
        set forth in Exhibit 7.  Supplier shall provide Chordiant with
        complete access (including any necessary security passes, keys, passwords,
        etc.)
        to all portions of Supplier Service Locations in which Supplier is providing
        the
        Services (not including other EDCs) and common areas, such that Chordiant
        may
        enter and access any part of such facilities, and all assets and resources
        in
        such facilities, at any time.

       

      (h)  Delivery
        and Acceptance.  Supplier shall deliver those Deliverables
        specified in a Statement of Work to Chordiant in accordance with the terms
        set
        forth in the Statement of Work.  To the extent that a Statement of
        Work includes acceptance criteria for a Deliverable (the “Acceptance
        Criteria”), such Deliverable shall comply with such criteria in all
        material respects.  If no Acceptance Criteria are stated in the
        Statement of Work, the Acceptance Criteria will conform with all specifications
        and Chordiant instructions for the Deliverables.  Prior to delivery,
        Supplier shall test the Deliverables and immediately report to Chordiant
        any
        non-conformance with the Acceptance Criteria, and any other deficiency or
        defect
        in the Deliverable, including specifics regarding the nature of the failure
        thereof.  Chordiant shall have the right to test the Deliverables
[ * ].  Supplier shall, at no cost to Chordiant
        (i.e., without applying toward billable time), correct any deficiencies that
        prevent such Deliverable from conforming to the Acceptance Criteria [ *
        ], unless otherwise agreed.  In the event that the
        Deliverable does not conform to the Acceptance Criteria within this time,
        and in
        accordance with Supplier’s Right to Cure, Chordiant may [ *
        ].

       

      3.3  Improved
        Technology.  In providing the Services to Chordiant, at no
        additional cost and in addition to the Supplier’s obligations set forth in
Exhibit 14, Supplier shall: (a) actively seek and identify opportunities
        to implement new technologies and methodologies advantageous to Chordiant’s
        business operations and, upon Chordiant’s approval, implement such technologies
        and methodologies; (b) maintain a level of technology used to provide the
        Services that (i) allows Chordiant to take advantage of technological advances
        in order to remain competitive, (ii) is at least current with the level of
        technology that Supplier uses in providing services to its other customers,
        and
        (iii) is at least current with the level of technology generally adopted
        from
        time to time in Chordiant’s industry (provided that the foregoing clause does
        not expand Supplier’s Refresh obligations specified in Exhibit 14); (c)
        provide to Chordiant Improved Technology for Chordiant’s evaluation in
        connection with the Services; and (d) meet with Chordiant periodically, at
        least
        once during every 180-day period (and more often if appropriate due to changes
        or improvements in the information technology industry or any technology
        relating to the Services), in accordance with procedures agreed upon by the
        Chordiant Account Executive, to inform Chordiant of any new information
        processing technology Supplier is developing or information technology trends
        and directions of which Supplier is otherwise aware that could reasonably
        be
        expected to have an impact on Chordiant or Chordiant’s business.

       

      3.4  Governmental
        Approvals.  Supplier shall, at its own cost and expense,
        obtain and maintain all Governmental Approvals, and provide any notice to
        any
        Governmental Authority, that Supplier is required by Supplier Laws to obtain,
        maintain, or provide as a result of the provision or receipt of the
        Services. Upon request by either Party, the other
        Party shall provide to the requesting Party reasonable cooperation and
        assistance in obtaining Governmental Approvals hereunder.

       

      3.5  Changes
        in Law

       

      (a)  Changes
        in Laws.  Chordiant shall monitor and promptly identify and
        notify Supplier of all changes in Laws applicable to Chordiant and its
        jurisdictions that relate to the provision or receipt of the Services, other
        than Supplier Laws (“Chordiant Laws”).  Supplier
        shall monitor and promptly identify and notify Chordiant of all changes in
        Laws
        applicable to Supplier and its jurisdictions that relate to the provision
        or
        receipt of the Services, including any such Laws related to data security,
        privacy, immigration and visas (“Supplier Laws”).

       

      (b)  Effect
        of Changes in Laws.

       

      (i)  Chordiant
        Laws.  Supplier and Chordiant shall work together to identify
        the effect of changes in Laws on the provision or receipt of the
        Services.  With respect to changes in Chordiant Laws, the Parties
        shall discuss modifications to the Services, if any, necessary to comply
        with
        such changes.  Supplier shall promptly thereafter propose any
        adjustment to the applicable Fees associated with such
        modifications.  Upon Chordiant’s consent, Supplier shall implement
        such modifications to the Services in a timely manner.  

       

      (ii)  Supplier
        Laws.  With respect to changes in Supplier
        Laws,  Supplier shall implement in a timely manner, at its own cost
        and expense (except with respect to Laws governing immigration and prevailing
        wages, or as otherwise provided in Exhibit 4), any changes in the
        Services required to comply with such changes; provided, that if such changes
        have a material effect on the cost, provision or receipt of the Services,
        Supplier shall obtain Chordiant’s consent before implementing such
        changes.

       

      (iii)  Reduction
        in Services. If any change in Law, or change in the Services required
        to conform to any change in Law, for reasons beyond either Party’s reasonable
        control, results in a reduction (whether temporary or permanent) in the EDC
        Personnel greater than that allowed under Section 3.2(d), then Chordiant
        may
        elect either to (i) negotiate and implement an equitable adjustment to the
        applicable Fees, or (ii) terminate the affected portion of the Services as
        of
        the date specified by Chordiant in its notice of termination without payment
        of
        any Termination Fee, provided that Chordiant provides Supplier as much notice
        as
        reasonably practicable under the circumstances.

       

      3.6  Existing
        Technology; Architecture and Standards.  Supplier shall (i)
        obtain the minimum hardware and software configuration and support all of
        the
        technologies identified in Exhibit 8, (ii) comply with Chordiant’s
        information management technical architecture and product standards as the
        same
        may be modified by Chordiant from time to time, and (iii) obtain and maintain
        the minimum dedicated communication lines identified in Exhibit
        8.

       

      3.7  Knowledge
        Sharing.  [ * ], and upon Chordiant’s
        request, Supplier shall meet with representatives of Chordiant in order to
        (a)
        explain how the Deliverables and other products developed work and are operated,
        (b) explain the test methodologies and scripts, (c) explain how the technical
        stack development process works, (d) explain how the Services are provided,
        and
        (e) provide such training and documentation that Chordiant may require for
        Chordiant to understand and operate the Systems and provide the Services
        after
        the expiration or termination of this Agreement [ *
        ].

       

      3.8  Reports.
        Supplier shall provide to Chordiant, in a timely manner and a form acceptable
        to
        Chordiant, the reports set forth in Exhibit 9, any other reports
        identified in this Agreement, and any reports Chordiant requests from time
        to
        time.

       

      3.9  Schedule
        Management.  Supplier and Chordiant will jointly develop and
        maintain management plans for all Services, which will be made available
        to
        Chordiant at Chordiant’s request in an agreed upon format.  Supplier
        will use industry established methodologies to track progress against plan
        milestones and will give Chordiant regular status updates on a weekly basis
        for
        the first two (2) quarters, and then monthly or as set forth in the Policies
        and
        Procedures Manual.

       

      3.10  Procurement.  Unless
        otherwise agreed by the Parties, if Chordiant requests that Supplier obtain
        any
        New Equipment, then Supplier shall identify the most favorable terms (including
        the lowest cost) available to Supplier for any New Equipment, and in Chordiant’s
        sole discretion, either: (i) Chordiant shall loan the equipment to Supplier
        for
        its use solely on Chordiant’s behalf; or (ii) Supplier shall acquire the New
        Equipment on the most favorable terms as set forth in (x), (y) or (z)
        below.  Supplier shall make available to Chordiant the benefit of any
        discounts or other favorable purchasing or lease arrangements it may enjoy
        through its relationships with third parties.  Supplier shall, upon
        Chordiant’s request, (x) purchase the New Equipment on its own behalf or on
        behalf of Chordiant, (y) lease, or arrange for a third party to lease such
        New
        Equipment to Supplier or Chordiant, or (z) license, or arrange for a third
        party
        to license such New Equipment to Supplier or Chordiant.  Prior to
        entering into any agreement with respect to the acquisition of New Equipment,
        Supplier shall provide Chordiant with all terms thereof, which shall be subject
        to Chordiant’s prior approval.  Supplier agrees that it shall follow
        the process agreed upon by the Parties for such approval.  Whichever
        Party manages the transportation of the New Equipment shall bear all risk
        of
        loss or damage thereto during transit.  Chordiant shall pay to
        Supplier, the supplier, third party lessor or third party licensor, as
        applicable, the actual purchase, lease or license fees, and transportation
        costs, as applicable, for the New Equipment.  Except as otherwise
        agreed by the Parties or as otherwise provided in this Agreement (1) all
        rights
        in and title to any New Equipment purchased by Supplier on behalf of Chordiant
        and paid for by Chordiant shall belong to Chordiant and Supplier shall take
        such
        measures as reasonably necessary for Chordiant to obtain and maintain title
        to
        New Equipment, (2) all New Equipment shall be new, and (3) Supplier shall
        bear
        all risk of loss or damage to all New Equipment located in a Supplier Service
        Location.  All third party warranties with respect to New Equipment
        purchased on behalf of or leased or licensed to Chordiant shall run to and
        be
        for the express benefit of Chordiant.  Upon notice at any time,
        Supplier, at Chordiant’s cost, shall return New Equipment owned by Chordiant to
        Chordiant at Chordiant’s request.

       

      
        	
                4.  

              	
                Transition;
                  Acquisitions and Divestitures;
                  Cooperation.

              


      

       

      4.1  Transition
        Services.  Supplier shall perform all services, functions,
        and responsibilities necessary to accomplish the transition to Supplier of
        the
        Services to be provided by Supplier under the Lines of Business (the
“Transition Services”), which shall last [ *
        ].  Supplier shall perform the Transition Services in
        accordance with the Transition Plan and without causing a material disruption
        to
        Chordiant’s business.  Exhibit 16 shall serve as the base for
        the final Transition Plan, which the Parties shall complete jointly no later
        than January 31, 2004.  Supplier shall designate an individual who
        shall be responsible for managing and implementing the Transition Services
        (the
“Supplier Transition Manager”), as well as individuals for each
        of Chordiant’s facilities and functions affected by the transition who shall be
        responsible for managing and implementing the Transition Services specific
        to
        such facilities and functions. Until the completion of the applicable Transition
        Services, the Supplier Transition Manager and each individual shall review
        with
        the Chordiant Account Executive the status of the Transition Services as
        often
        as may be reasonably requested by the Chordiant Account Executive.

       

      4.2  Transition
        Milestones.  Supplier shall meet the Transition milestones
        relating to Supplier’s obligations under the Transition Plan.  If
        Supplier fails to achieve any Critical Transition Milestone by the completion
        date specified for such milestone in the Transition Plan, subject to Supplier’s
        Right to Cure, Chordiant may elect to terminate the Line of Business in which
        the failure has occurred as of the date specified by Chordiant in its notice
        of
        termination without payment of any Termination Fee.  Chordiant shall
        provide Supplier with as much advance notice as reasonably possible (including
        at Steering Committee Meetings) of any failures to achieve Critical Transition
        Milestones.

       

      4.3  Transitioned
        Personnel.  Supplier shall use its best efforts to hire and
        employ Chordiant employees transitioned to Supplier under this Agreement
        (“Transitioned Personnel”) [ * ].

       

      4.4  Acquisitions,
        New Chordiant Affiliates, and Divestitures

       

      (a)  New
        Entities.  With respect to Chordiant’s acquisition of other
        entities, the acquisition of Chordiant, or Chordiant’s inclusion of additional
        Chordiant Affiliates (collectively, “New Entities”), to the
        extent providing such services to the New Entities does not cause Supplier
        to
        violate its noncompete obligations to another existing customer, Supplier
        shall,
        as requested by Chordiant, provide support services as necessary to incorporate
        the New Entities’ information technology systems into the Systems, including
        those services specified in Exhibit 2, and provide the Services, whether
        all or a portion specified by Chordiant, to the New Entities in accordance
        with
        this Agreement.

       

      (b)  Divestitures.  If
        Chordiant divests itself of a business unit or entity, or removes a Chordiant
        Affiliate (collectively, “Divested Entities”), Supplier shall
        continue to provide, at Chordiant’s request, the Services to the Divested Entity
        for up to [ * ] under the then-current terms, conditions and
        pricing of this Agreement, including, without limitation, Supplier’s rights
        under Section 24.3(c).  In addition, with respect to any such
        divestitures, Supplier shall provide support services to Chordiant, the Divested
        Entity, and the acquiring entity as necessary to transfer the Divested Entities’
information technology systems to a third party or enable such entity to
        provide
        information technology services to itself, including those services specified
        in
Exhibit 2.

       

      (c)  Additional
        Costs.  Chordiant shall pay any [ * ];
        provided that Supplier obtains Chordiant’s prior approval for the type and
        amount of such costs.

       

      4.5  Cooperation
        with Third Parties.  Chordiant
        may from time to time hire subcontractors, consultants, or other third parties
        ("Chordiant Third Party Contractors") to perform services or
        provide products to Chordiant.  Supplier shall cooperate with and work
        in good faith with any Chordiant Third Party Contractors as requested by
        Chordiant, including by providing the following:

       

      (a)  in
        writing, to the extent available, applicable requirements, standards and
        policies applicable to the Services so that the goods and services provided
        by
        the Chordiant Third Party Contractor may work in conjunction with or be
        integrated with the Services;

       

      (b)  in
        writing, the applicable requirements of any required interfaces for the
        Chordiant Third Party Contractor’s work product;

       

      (c)  in
        writing, the applicable requirements of any necessary modifications to the
        Systems;

       

      (d)  Supplier’s
        quality assurance, and its development and performance acceptance testing,
        for
        the Chordiant Third Party Contractor’s work product;

       

      (e)  assistance
        and support services to Chordiant, the Chordiant Third Party Contractor or
        any
        other third party, including Supplier’s participation as required to permit
        Supplier, Chordiant, Chordiant Third Party Contractors or any other third
        party
        to acquire the knowledge necessary to efficiently operate and maintain the
        Chordiant Third Party Contractor’s work product as part of the Systems;
        and

       

      (f)  subject
        to Supplier approval, which will not be unreasonably withheld, access to
        the
        Software, Equipment and facilities used to provide the Services, to the extent
        that such access is required for the services provided by the Chordiant Third
        Party Contractor; provided that, upon advance notice by Supplier[ *
        ].

       

      
        	
                5.  

              	
                New
                  Lines of
                  Business.

              


      

       

      5.1  New
        Lines of Business.  Chordiant may from time to time during
        the Term and the Termination Assistance Period request that Supplier perform
        services under a New Line of Business.  Within ten (10) days after
        receipt of such a request from Chordiant (or such other time as Chordiant
        and
        Supplier may agree), Supplier shall provide Chordiant with a written proposal
        for providing services under such New Line of Business (a “New Line of
        Business Proposal”) which shall include:

       

      (a)  a
        description of the services, functions and responsibilities Supplier anticipates
        performing in connection with such New Line of Business;

       

      (b)  a
        schedule for commencing and completing (if applicable) such services under
        the
        New Line of Business;

       

      (c)  Supplier’s
        estimate of personnel resource requirements for providing services under
        such
        New Line of Business, including a detailed breakdown of the allocation of
        such
        resources;

       

      (d)  when
        appropriate, a description of any new Software or Equipment to be provided
        by
        Supplier in connection with such New Line of Business;

       

      (e)  when
        appropriate, the Software and Equipment and run-time requirements necessary
        to
        develop and operate any new Software;

       

      (f)  a
        description of the human resources necessary to provide services under the
        New
        Line of Business;

       

      (g)  when
        appropriate, a list of any existing Software or Equipment included in or
        to be
        used in connection with such New Line of Business;

       

      (h)  when
        appropriate, acceptance test criteria and procedures for any new Software
        or any
        products, packages or services; and

       

      (i)  such
        other information requested by Chordiant.

       

      Supplier
        shall not begin performing any services under a New Line of Business until
        Chordiant and Supplier have agreed upon the terms for such services and the
        Chordiant Account Executive has provided Supplier with written authorization
        by
        executing the New Line of Business Proposal to perform services
        thereunder.  Any services under a New Line of Business performed by
        Supplier without such advance agreement to terms and authorization shall
        be
        deemed part of the Base Services without incremental charge.

       

      5.2  Fees
        for A New Line of Business. Supplier’s charges
        and fees specified in any New Line of Business Proposal shall be no more
        than
        the charges and fees Chordiant is paying at that time for the Services Supplier
        is providing under this Agreement.  The charges and fees for services
        under a New Line of Business shall take into account resources and expenses
        of
        Supplier for then-existing Services that would no longer be required if the
        services thereunder were performed by Supplier.

       

      5.3  Third
        Party Services.  In the event Chordiant contracts with a
        third party, which is not a direct competitor of Supplier’s, to perform any
        services under a New Line of Business, Supplier shall cooperate in good faith
        with Chordiant and any such third party with respect to the provision or
        receipt
        of such service, including as specified in Section 4.5.
        

       

      
        	
                6.  

              	
                Chordiant
                  Responsibilities.

              


      

       

      6.1  Chordiant
        Account Executive.  Chordiant shall appoint an individual
        (the “Chordiant Account Executive”) who from the Effective Date
        of this Agreement shall serve as the primary Chordiant representative under
        this
        Agreement.  The Chordiant Account Executive shall (a) have overall
        responsibility for managing and coordinating the performance of Chordiant’s
        obligations under this Agreement, and (b) be authorized to act for and on
        behalf
        of Chordiant with respect to all matters relating to this
        Agreement.  Notwithstanding the foregoing, the Chordiant Account
        Executive may, upon notice to Supplier, delegate such of his or her
        responsibilities to other Chordiant employees, as the Chordiant Account
        Executive deems appropriate.

       

      6.2  Chordiant
        Resources.  

       

      (a)  Facilities.  Beginning
        on each applicable Commencement Date (with respect to that portion of the
        Services that Supplier shall begin providing on such date, as specified in
        the
        Transition Plan) and continuing only as long as Supplier requires the same
        for
        the performance of the Services, Chordiant shall provide to Supplier[ *
        ] subject to this Article 6, the use of the space in the
        Chordiant Service Locations required for Supplier to perform such portion
        of the
        Services (as such space is identified in Exhibit 7), together with
        reasonable office furnishings, janitorial services, land-line telephones
        (excluding non-Service related inter-lata and long-distance charges), parking,
        access to computers, servers, printers (excluding paper and toner cartridges),
        and utilities, in each case to the same extent that Chordiant otherwise provides
        such supplies and services to subcontractors performing similar work for
        Chordiant at such facilities.  For clarity, Chordiant shall not
        provide personal productivity tools to Supplier, including local printers,
        Blackberry-type devices, cell phones or similar items.  The Chordiant
        Service Locations are made available to Supplier on an “as-is, where-is”
basis.

       

      (b)  Systems.  If
        Chordiant grants Supplier access to any Chordiant systems, such access shall
        be
        solely for purposes of performing the Services, and Supplier’s access shall be
        limited to those specific systems identified in this Agreement and the time
        periods and personnel designated by Supplier and agreed to by Chordiant and
        Supplier.  Supplier’s access shall be subject to such business control
        and information protection policies, standards, and guidelines as may be
        provided to supplier by Chordiant from time to time.  Any other use by
        Supplier of any other Chordiant assets or property or systems is
        prohibited.

       

      6.3  Use
        of Chordiant Facilities. Supplier shall use the Chordiant Service
        Locations for the sole and exclusive purpose of providing the Services. Use
        of
        such facilities by Supplier does not constitute a leasehold interest in favor
        of
        Supplier or any of Supplier’s customers.

       

      (a)  Supplier
        shall comply with the requirements related to Chordiant Facilities contained
        in
        this Article 6 and Exhibit 7.

       

      (b)  Supplier
        and Supplier Agents shall use the Chordiant Service Locations in an efficient
        manner.  [ * ].

       

      (c)  Supplier
        and Supplier Agents shall keep the Chordiant Service Locations in good order,
        not commit or permit waste or damage to such facilities, not use such facilities
        for any unlawful purpose or act and comply with all of Chordiant’s standard and
        site-specific policies and procedures as in effect from time to time, including
        procedures for the physical security of the Chordiant Service
        Locations.  Supplier shall be responsible for damages to and penalties
        or fines levied on the Chordiant Service Locations that are caused by Supplier,
        Supplier Agents, or their respective employees or invitees.

       

      (d)  Supplier
        shall permit Chordiant and Chordiant Agents to enter into those portions
        of the
        Chordiant Service Locations occupied by Supplier’s staff at any time to perform
        facilities-related services.

       

      (e)  Supplier
        shall not make any improvements or changes involving structural, mechanical
        or
        electrical alterations to the Chordiant Service Locations without Chordiant’s
        written approval.  Any such improvements or changes shall become the
        property of Chordiant or its lessors.

       

      (f)  When
        the Chordiant Service Locations are no longer required for performance of
        the
        Services, Supplier shall return such locations to Chordiant in substantially
        the
        same condition as when Supplier began using such locations, subject to ordinary
        wear and tear.

       

      6.4  Chordiant
        Performance.  Wrongful actions by Chordiant or failure by
        Chordiant to perform any of its responsibilities set forth in this Agreement
        (other than Chordiant's failure to pay undisputed amounts under Section 17)
        shall not (a) be deemed to constitute a material breach of the Agreement,
        (b)
        otherwise be deemed to be grounds for termination by Supplier, or (c) permit
        any
        non-performance by Supplier; provided, however, that Supplier's non-performance
        of its obligations under this Agreement shall be excused if and to the extent
        (i) such Supplier non-performance results from Chordiant's wrongful actions
        or
        failure to perform its responsibilities, (ii) Supplier provides Chordiant
        with
        reasonable written notice of such non-performance, and (iii) Supplier uses
        all
        commercially reasonable efforts to perform notwithstanding Chordiant's wrongful
        actions or failure to perform.

       

      
        	
                7.  

              	
                {This
                  Section Has Intentionally Been Left
                  Blank}.

              


      

       

      
        	
                8.  

              	
                Service
                  Levels.  

              


      

       

      8.1  Service
        Levels.  Supplier shall perform the Services in accordance
        with the Service Levels set forth in Exhibit 3 and the applicable
        Statement of Work.  Each Statement of Work may indicate that certain
        Service Levels are or Exhibit 3 is not applicable to such Statement of
        Work.  Supplier shall perform all Services that do not have defined
        Service Levels in a manner consistent with industry standards and at levels
        that
        equal or exceed the level of service being provided by Chordiant prior to
        the
        Commencement Date applicable to such service, to the extent Chordiant has
        provided Supplier with such data.

       

      8.2  Review
        of Service Levels.  In addition to the Service Level
        adjustments specified in Exhibit 3, upon Chordiant’s request, the
        Steering Committee shall review the Service Levels for the preceding twelve
        (12)
        months during the last calendar quarter of every Contract Year, and, with
        respect to any Service Levels that are no longer appropriate because of an
        increase, decrease or change to the Services, or for any other reason, subject
        to mutual agreement between the Parties, shall adjust such Service Levels
        for
        the subsequent Contract Year.  In addition, Chordiant may, at any time
        upon notice to Supplier, initiate a review to adjust any Service Level which
        Chordiant believes is inappropriate at the time.

       

      8.3  Root-Cause
        Analysis.  With respect to each Supplier failure to provide
        the Services in accordance with the applicable Service Levels, Supplier shall,
        as soon as reasonably practicable but not later than [ * ]
        after such failure, (a) perform a root-cause analysis to identify the cause
        of
        such failure, (b) provide Chordiant with a report detailing the cause of,
        and
        procedure for correcting, such failure, (c) upon Chordiant’s approval of such
        corrective procedure, implement such procedure, and (d) provide Chordiant
        with
        assurance satisfactory to Chordiant that such failure shall not recur following
        the completion of the implementation of the procedure.  If Supplier,
        using it best efforts, cannot complete its obligations under clauses (a)
        through
        (d) above within the [ * ] period, Supplier shall, on a regular
        basis until such obligations are completed, review with Chordiant Supplier’s
        progress in completing such obligations (and provide written summaries thereof
        and a schedule for completion).  Supplier shall address and resolve
        any concerns raised by Chordiant in connection with such reviews.

       

      8.4  Measurement
        and Monitoring Tools.  As of the Commencement Date applicable
        to a portion of the Services, Supplier shall implement the measurement and
        monitoring Tools and procedures agreed upon by the Parties, which are required
        to measure and report Supplier’s performance of such portion of the Services
        against the applicable Service Levels. Such measurement and monitoring Tools
        and
        procedures shall (a) permit reporting at a level of detail sufficient to
        verify
        compliance with the Service Levels, and (b) be subject to audit by Chordiant
        or
        its designee.  A list of approved measurement and monitoring Tools
        that Supplier shall use to measure Supplier’s performance as of each applicable
        Commencement Date is set forth in Exhibit 3.  Supplier shall
        provide Chordiant and its designees with information and access to such
        measurement and monitoring Tools and procedures upon request, for inspection
        and
        verification purposes.  Supplier shall ensure that the Systems used by
        Supplier to support the Services shall be interoperable with the Software
        and
        Equipment used by Chordiant which may deliver records to, receive records
        from,
        or otherwise interact with such Systems.

       

      8.5  Continuous
        Improvement and Best Practices.  In addition to Supplier’s
        obligation in Exhibit 3, Supplier shall on a continuous basis, (a)
        identify opportunities to implement new technologies that shall improve the
        Services and the Service Levels, and (b) identify and apply proven techniques
        and tools from other installations within its operations that would benefit
        Chordiant.  Supplier shall, from time to time, include updates with
        respect to such improvements, techniques and tools in the reports provided
        to
        Chordiant pursuant to Section 3.9.

       

      8.6  Performance
        Credits.  If Supplier fails to provide the Services in
        accordance with applicable Service Levels, Supplier shall adjust its invoices
        in
        accordance with the Performance Credits as specified in
Exhibit 3.    Provided, however, that in the
        event Supplier gives Chordiant notice (within five (5) days of a failure)
        that
        its failure to meet the applicable Service Level was as a direct result of
        Chordiant’s refusal to allocate sufficient EDC Personnel to perform the
        applicable Services, within five (5) days of notice of the dispute, the Parties
        shall utilize the Dispute Resolution procedures set forth in Section 23.1
        to reach an agreement as to whether the Performance Credit is
        due.  The Performance Credits shall not limit Chordiant’s right to
        recover, in accordance with and as limited by this Agreement, other damages
        Chordiant incurs as a result of such failure. 

       

      
        	
                9.  

              	
                Customer
                  Satisfaction and
                  Benchmarking. 

              


      

       

      9.1  Customer
        Satisfaction Surveys.  Within one-hundred eighty (180) days
        after the Effective Date, the Parties shall agree upon (i) the identity of
        a
        third party unaffiliated with Supplier or Chordiant that shall conduct customer
        satisfaction surveys of Chordiant’s customers in accordance with Exhibit
        10, and (ii) the process for conducting such customer satisfaction
        surveys.  Supplier shall oversee that third party’s completion of an
        initial baseline customer satisfaction survey within 180 days of the Effective
        Date, the content of which Supplier shall submit to Chordiant for review
        and
        approval before such survey is conducted.  Chordiant may elect to
        include the results of any initial customer satisfaction surveys as a baseline
        for measurement of the performance improvements described in Exhibit
        3.  Additional customer satisfaction surveys will be performed
        each January (or other time agreed by the Parties) in accordance with Exhibit
        10 by either the Supplier or by a Chordiant-approved third party, at
        Chordiant’s option.  Supplier agrees that (i) [ *
        ] and (ii) Chordiant may elect to include customer satisfaction as
        a measured Service Level in Exhibit 3.  Chordiant shall be
        responsible for all third party costs associated with conducting customer
        satisfaction surveys.

       

      9.2  Disputes.  In
        the event that Chordiant disputes the results of a customer satisfaction
        survey,
        Chordiant may, at its expense, engage a third party unaffiliated with Chordiant
        to conduct another customer satisfaction survey in accordance with this
Section 9, and the results of such survey shall be binding on the
        Parties.

       

      9.3  Benchmarking
        Overview.  The Benchmarking Process may be conducted by a
        Benchmarker chosen by Chordiant from the list of Benchmarkers specified on
        Exhibit 17, and Chordiant shall pay the fees charged by the Benchmarker
        to conduct the Benchmarking Process.  If the Benchmarkers are no
        longer providing the services required to conduct the Benchmarking Process
        at
        the time Chordiant elects to conduct the Benchmarking Process, or if Chordiant
        and Supplier agree that an alternative Benchmarker should be used, the Parties
        shall promptly designate a replacement Benchmarker.  If the Parties do
        not agree within fifteen (15) business days on a replacement Benchmarker,
        Chordiant shall designate the Benchmarker in its sole
        discretion.  Supplier shall at its expense cooperate with and assist
        the Benchmarker and any other third parties involved in the Benchmarking
        Process, including providing data relating to the provision of the Services,
        as
        requested by Chordiant or the Benchmarker.  

       

      9.4  Benchmarking
        Process.  The Benchmarker may conduct the Benchmarking
        Process at any time after the second year of the Agreement and with regard
        to
        any portion or all of the Services specified by Chordiant in its sole
        discretion.

       

      9.5  Benchmark
        Results, Review and Adjustments.  Chordiant and Supplier
        shall review the Benchmark Results during the Benchmark Review
        Period.  If any Fees paid by Chordiant to Supplier are higher than the
        applicable fees contained in the Benchmark Results, Supplier shall then reduce
        the Fees in a manner that eliminates such variance.  In addition, if
        any Service Levels are lower than the applicable service levels contained
        in the
        Benchmark Results, Supplier shall, in Chordiant’s sole discretion, either
        increase the Service Levels to match the applicable service levels contained
        in
        the Benchmark Results, or reduce its Fees proportionately to adjust for the
        difference between the Service Levels and the applicable service levels
        contained in the Benchmark Results.

       

      
        	
                10.  

              	
                Service
                  Locations. 

              


      

       

      10.1  Service
        Locations.  The Services shall be provided to Chordiant from
        (a) the Supplier Service Locations, (b) the Chordiant Service Locations,
        and (c) any other location, all as specified in Exhibit 2 and Exhibit
        7, or for which Chordiant has given Supplier approval, to be given in
        Chordiant’s sole discretion (except as set forth in Section
        10.2).  Supplier and Supplier Agents may not provide or market
        services to a third party or to itself from a Chordiant Service Location
        without
        Chordiant’s consent, to be given in Chordiant’s sole discretion.

       

      10.2  New
        Service Locations.  If Supplier requests Chordiant’s approval
        to provide Services from a location other than a location described in
Section 10.1, Supplier shall provide to Chordiant a written relocation
        proposal that sets forth a description of the proposed new location, the
        reasons
        for the proposed relocation, how the relocation will be beneficial to Chordiant
        in terms of performance and other relevant measures, as well as any other
        information requested by Chordiant.  Supplier shall specify in the
        relocation proposal the amount of Supplier’s cost reductions resulting from the
        relocation that Supplier will pass-through to Chordiant in the form of reduced
        Fees.  Chordiant may, in its sole discretion, approve or reject any
        proposal submitted by Supplier pursuant to this Section 10.2; provided,
        however, that Supplier shall have the right, without Chordiant’s approval, to
        change or add a Supplier Service Location within [ * ], upon
        reasonable advance notice to Chordiant, and provided that such change or
        addition does not have an adverse impact on Chordiant.  Any
        incremental expenses incurred by Chordiant as a result of a relocation to,
        or
        use of, any location other than the locations described in
Section 10.1 shall be paid by Supplier or reimbursed to Chordiant by
        Supplier.

       

      10.3  Safety
        and Security Procedures.  Supplier shall maintain and enforce
        at all Service Locations safety and security procedures that are at least
        equal
        to those set forth in Exhibit 7A, which shall be at least as stringent as
        the following: (a) industry standards for locations similar to the applicable
        Service Locations; (b) the procedures in effect at locations of other
        Supplier customers; (c) those procedures in effect at each Chordiant Service
        Locations, including the safety and security procedures set forth in
Exhibit 7B; and (d) any higher standard otherwise agreed upon by the
        Parties.  Chordiant shall bear any additional cost for Supplier’s
        compliance with (d).  Without limiting the foregoing, Supplier shall
        at all times comply with the safety and security procedures applicable to
        the
        Chordiant Service Locations.

       

      10.4  Data
        Security.  Supplier shall establish and maintain
        environmental, security, and other safeguards against the destruction, loss,
        alteration, and unauthorized access to Chordiant Data in the possession of
        Supplier and during the electronic transmission, storage, and shipping thereof
        (the “Data Safeguards”) that comply with
        all Chordiant data security policies, standards, requirements and specifications
        and that are at least equal to the highest of the following:  (a)
        industry standards for locations similar to the applicable Service Location,
        (b)
        those data security policies in effect as of the Effective Date at each
        Chordiant Service Location and Supplier Service Location, (c) the data security
        procedures set forth in Exhibit 12, and (d) any higher standard agreed
        upon by Chordiant and Supplier.  In addition, such safeguards shall be
        no less rigorous than required by Law.  Supplier shall revise and
        maintain the Data Safeguards at Chordiant’s request. In the event Supplier
        intends to implement a change to the Data Safeguards (including pursuant
        to
        Chordiant’s request), Supplier shall notify Chordiant and, upon Chordiant’s
        approval, implement such change.  In the event Supplier or Supplier
        Agents discover or are notified of a breach or potential breach of security
        relating to Chordiant Data, Supplier shall immediately (y) notify the Chordiant
        Account Executive of such breach or potential breach, and (z) (i) investigate
        and remediate the effects of the breach or potential breach, and (ii) provide
        Chordiant with assurance satisfactory to Chordiant that such breach or potential
        breach shall not recur.  Chordiant may establish backup security for
        Chordiant Data and maintain backup and files for such data.

       

      10.5  Protection
        of Chordiant Data and Chordiant Confidential
        Information.  Supplier shall develop and, subject to
        Chordiant’s prior approval, implement policies to (i) segregate all Chordiant
        Data from that of any other client, and (ii) restrict access to Chordiant’s
        Confidential Information so that Supplier’s employees or Supplier Agents
        providing services to any business that is competitive with Chordiant do
        not
        have access to Chordiant Confidential Information, all as further described
        in
Exhibit 12.

       

      
        	
                11.  

              	
                Supplier
                  Staff. 

              


      

       

      11.1  General
        Staffing.  Supplier is solely responsible for the
        recruitment, hiring and training of its personnel, which it shall effect
        in
        accordance with the terms and conditions set forth in Exhibit
        5.  Before assigning an individual to an EDC Personnel position,
        whether as an initial assignment or as replacement, Supplier shall (i) notify
        Chordiant of the proposed assignment, (ii) introduce the individual to
        appropriate representatives of Chordiant, (iii) provide Chordiant with a
        resume and any information regarding the individual that may be reasonably
        requested by Chordiant, and (iv) obtain Chordiant’s written approval for such
        assignment.  Supplier shall not remove or change the assignment of any
        EDC Personnel, for reasons within its reasonable control, without Chordiant’s
        prior approval.  Supplier will regularly propose to Chordiant, and
        implement at Supplier’s expense, agreed upon measures to minimize EDC Personnel
        turnover.

       

      11.2  Supplier
        Account Executive.  Supplier shall appoint an individual (the
“Supplier Account Executive”) who shall serve, from the
        Effective Date of this Agreement on a full-time basis, as the primary Supplier
        representative under this Agreement.  The Supplier Account Executive
        shall (a) have overall responsibility for managing and coordinating the
        performance of Supplier’s obligations under this Agreement, and (b) be
        authorized to act for and on behalf of Supplier with respect to all matters
        relating to this Agreement.

       

      11.3  Key
        Supplier Personnel.  With respect to the Key Supplier
        Personnel, the Parties agree as follows:

       

      (a)  Chordiant
        shall identify all Key Supplier Personnel;

       

      (b)  Supplier
        shall maintain backup procedures and conduct replacement procedures for Key
        Supplier Personnel as necessary to assure an orderly succession for Key Supplier
        Personnel removed from the account for any reason.  Upon Chordiant’s
        request, Supplier shall make such procedures available to
        Chordiant.

       

      (c)  Supplier
        shall make the Key Supplier Personnel available for meetings with Chordiant
        personnel in accordance with the Policies and Procedures Manual and otherwise
        upon Chordiant’s request.

       

      11.4  EDC
        Personnel. 

       

      (a)  Appointment.  Supplier
        shall appoint as EDC Personnel only individuals with suitable training and
        skills to perform the Services.  EDC Personnel shall include the skill
        mix set forth in the Statements of Work and, unless otherwise agreed, shall
        be
        dedicated to the Chordiant account on a full-time basis.  Supplier
        shall provide Chordiant with a list of all EDC Personnel and their respective
        job titles every ninety (90) days.  Upon Chordiant’s request, to the
        extent such information is commercially available, Supplier shall conduct,
        and
        certify that it has conducted, a reasonable background check that includes,
        at a
        minimum, a credit check, reference check, and criminal history report, with
        respect to each member of the EDC Personnel that will work at a Chordiant
        Service Location for five (5) days or more prior to such individual’s assignment
        to work at a Chordiant Service Location.  Supplier shall supply a copy
        of the results of the background check upon Chordiant’s request.

       

      (b)  Allocation.  Chordiant
        shall have the right, in its sole discretion, to allocate the EDC Personnel
        with
        respect to the Lines of Business as it requires.  All EDC Personnel
        shall be dedicated to providing Services to Chordiant on a full-time
        basis.  Except as otherwise approved by Chordiant (in its sole
        discretion), those Supplier personnel located on Chordiant’s premises may only
        provide services on such premises that support Chordiant’s
        operations.  Supplier shall ensure that each member of the EDC
        Personnel who performs work under this Agreement is informed of Supplier’s
        confidentiality obligations and executes a Chordiant approved confidentiality
        and proprietary invention assignment agreement that is enforceable to the
        maximum extent permitted by Law in the jurisdiction(s) where such individual
        is
        employed.

       

      (c)  Removal.  Supplier
        shall notify Chordiant as soon as possible after dismissing or reassigning
        any
        member of the EDC Personnel.  For clarity, nothing in this section
        requires Supplier to terminate the employment of any Supplier
        personnel.

       

      (i)  Chordiant
        shall have the right to request that Supplier remove any personnel performing
        services at a Chordiant site and any personnel designated as Key Supplier
        Personnel.  Upon request, Supplier will remove such personnel
        immediately and shall replace such personnel as soon as reasonably
        practicable.

       

      (ii)  Chordiant
        shall have the right to require Supplier to remove, for cause, any member
        of the
        EDC Personnel from working on the Chordiant account.  Upon request,
        Supplier will remove such personnel within twenty-four (24) hours and shall
        replace such personnel as soon as reasonably practicable.

       

      (iii)  Chordiant
        shall have the right to request Supplier to remove any EDC Personnel for
        non-performance.  Supplier shall be entitled to propose a remedy as an
        alternative to removal of the personnel, which Chordiant may accept or reject
        in
        its sole discretion, and which shall provide for at least [ * ]
        of non-billable time.  In the absence of an agreed-upon remedy,
        Supplier will remove the non-performing personnel immediately upon request
        by
        Chordiant and shall replace such personnel as soon as reasonably
        practicable.

       

      (d)  Hiring
        by Chordiant.  Beginning [ * ] from the
        Commencement Date of the applicable Line of Business, Chordiant shall have
        the
        right to hire up to [ * ] of the average number of EDC
        Personnel performing Services under each Line of Business during the prior
        [ * ] period by paying Supplier, upon hiring, the sum of
[ * ] billing per hired EDC Personnel.  Further,
        beginning [ * ] from the Commencement Date of the Product
        Support Line of Business, upon the occurrence of either:

       

      (i)  A
        Force Majeure Event that prevents Supplier from providing the Services under
        the
        Product Support Line of Business; or

       

      (ii)  An
        event or events that give rise to Chordiant’s right to terminate the Agreement
        pursuant to Section 24.3(b)(ii)),
        after the Parties have unsuccessfully pursued the Dispute Resolution procedures
        set forth in Section 23.1;

       

      Chordiant
        shall have the right to hire up to [ * ] of the average number
        of EDC Personnel performing Services under the Product Support Line of Business
        over the prior six (6) months by paying Supplier, upon hiring:

       

      (iii)  [
        * ]/EDC Personnel hired if during [ * ] from the
        Commencement Date for the Product Support Line of Business; or

       

      (iv)  [
        * ]/EDC Personnel hired if after the [ * ] from the
        Commencement Date for the Product Support Line of Business;

       

      Supplier
        shall assist Chordiant in all reasonable ways with the transfer of such EDC
        Personnel to Chordiant.  Upon the transfer of EDC Personnel to
        Chordiant pursuant to this Section 11.4(d),
        Supplier shall be relieved of any obligations and liabilities for the services
        provided by such EDC Personnel after the date of such transfer.

       

      (e)  Staff
        Training.  [ * ], all EDC Personnel shall
        complete a four (4) week training session to commence immediately after such
        EDC
        Personnel are initially selected by the Parties to perform
        Services.  In addition, Supplier will train all Buffer Resources and
        replacement staff prior to their provision of any Services [ *
        ] for a period not to exceed four (4) weeks.

       

      (f)  Staffing
        Levels.  The staffing levels shall be set forth in the
        Transition Plan and Statements of Work.  Any change in staffing levels
        shall be in accordance with the terms in Section 3.2,
        and not without Chordiant’s prior written consent.  The Parties will
        discuss staffing levels at the Steering Committee Meeting every calendar
        quarter, taking into account the average monthly worked hours in their
        determination of the appropriate staffing levels as set forth in Attachment
        4-A
        to Exhibit 4.

       

      11.5  Supplier
        Benefits. Supplier shall be solely responsible
        for payment of compensation, all federal and state income tax withholding,
        social security taxes, and unemployment insurance applicable to its personnel,
        and shall bear sole responsibility for any health or disability insurance,
        retirement benefits, or other welfare or pension benefits, if any, to which
        such personnel may be entitled.  Neither Supplier nor any of its
        employees or agents is entitled to any benefits that Chordiant may make
        available to its employees.  Because Supplier is an independent
        contractor, Chordiant will not withhold or make payments for social security,
        make unemployment insurance or disability insurance contributions, or obtain
        workers’ compensation insurance on behalf of Supplier or any of its employees or
        agents.

       

      11.6  Supplier
        Buffer Resources.  Supplier shall provide Buffer Resources
        for each Line of Business [ * ].  Such Buffer
        Resources will be available to provide Services as promptly as needed to
        meet
        Chordiant’s requirements.

       

      11.7  Subcontractors. 

       

      (a)  Supplier
        shall directly render all Services exclusively through its employees and
        independent subcontractors under its control who are authorized in accordance
        with this Agreement; provided, however, that Supplier may subcontract for
        the
        ancillary services – such as maintenance, cleaning, security, and other
        non-substantive services – for which Chordiant prior approval shall not be
        required.  It is expected that Supplier shall not subcontract for any
        Services (other than ancillary services).  Prior to subcontracting any
        of the Services, Supplier shall notify Chordiant of the proposed subcontract
        and
        shall obtain Chordiant’s written approval of such subcontract, which approval
        may be given in Chordiant’s sole discretion.  Any subcontract must be
        consistent with and at least as protective of Chordiant’s rights as this
        Agreement and shall disclaim all liability of Chordiant.  Prior to
        amending, modifying or otherwise supplementing any subcontract relating to
        the
        Services, Supplier shall notify Chordiant of the proposed amendment,
        modification, or supplement and shall obtain Chordiant’s approval
        thereof.

       

      (b)  No
        subcontracting shall release Supplier from its responsibility for its
        obligations under this Agreement.  Supplier shall be responsible for
        the work and activities of each of the Supplier Agents, including compliance
        with the terms of this Agreement.  Supplier shall be responsible for
        all payments to its subcontractors.

       

      (c)  Supplier
        shall promptly pay for all services, materials, equipment and labor used
        by
        Supplier in providing the Services and Supplier shall keep Chordiant’s premises
        free of all liens and encumbrances.

       

      11.8  Conduct
        of Supplier Personnel.  While at the Chordiant Service
        Locations, Supplier and Supplier Agents shall (a) comply with the requests,
        standard rules and regulations of Chordiant regarding safety and health,
        personal and professional conduct (including adhering to general safety
        practices or procedures) generally applicable to such Chordiant Service
        Locations, and (b) otherwise conduct themselves in a businesslike
        manner.  Supplier shall cause the EDC Personnel to maintain and
        enforce the confidentiality provisions of this Agreement. If Chordiant notifies
        Supplier that a particular member of the EDC Personnel is not conducting
        himself
        or herself in accordance with this Section, Supplier shall promptly (y)
        investigate the matter and take appropriate action which may include (i)
        removing the applicable person from the EDC Personnel and providing Chordiant
        with prompt notice of such removal, and (ii) replacing the applicable person
        with a similarly qualified individual, or (z) take other appropriate
        disciplinary action to prevent a recurrence.  In the event of multiple
        violations of this Section by a particular member of the EDC Personnel, Supplier
        shall promptly remove the individual from the EDC Personnel.

       

      11.9  Assignment
        to Competitors.  Supplier shall not assign any Key Supplier
        Personnel to the account of any competitor of Chordiant, including those
        competitors set forth on Exhibit 18, without Chordiant’s prior consent
        (a) while such Key Supplier Personnel is assigned to the Chordiant account
        and
        (b) for a period of [ *
        ] following the date that such Key Supplier Personnel last performs
        any
        Services under this Agreement.  Supplier shall not assign any EDC
        Personnel to the account of any competitor of Chordiant, including those
        competitors set forth on Exhibit 18, without Chordiant’s prior consent
        (a) while such EDC Personnel is assigned to the Chordiant account, and (b)
        for a
        period of [ * ]
        following the date that such EDC Personnel last performs any Services under
        this
        Agreement.

       

      
        	
                12.  

              	
                Management
                  and
                  Control. 

              


      

       

      12.1  Governance.  Chordiant
        and Supplier shall implement a governance structure as specified in Exhibit
        6 that includes the content and purpose of various governance committees,
        the roles and responsibilities of governance committee members, and the type,
        content and frequency of governance meetings.  The Steering Committee
        shall have the authority to manage the general operations of the EDC as further
        set forth in Exhibit 6.  Unless otherwise specified, governance
        activities shall not count as billable time.  All governance meetings
        will be hosted at a time, manner and location acceptable to
        Chordiant.  Chordiant may replace or reassign its governance committee
        members upon notice to Supplier.  Supplier shall not replace or
        reassign its governance committee members unless Chordiant consents to such
        replacement or reassignment.  Before assigning an individual to a
        governance committee, Supplier shall notify Chordiant of the proposed
        assignment, introduce the individual to appropriate Chordiant personnel,
        provide
        Chordiant with any information regarding the individual that may be reasonably
        requested by Chordiant, and obtain Chordiant’s approval for such
        assignment.

       

      12.2  Policies
        and Procedures Manual.  Supplier shall provide the Policies
        and Procedures Manual, including the quality process for the EDC, and Change
        Control Procedures therein, to Chordiant for Chordiant’s review and approval in
        accordance with Exhibit 6.  The Change Control Procedures shall
        provide, at a minimum, that:

       

      (a)  No
        Change shall be implemented without Chordiant’s approval, except as may be
        necessary on a temporary basis to maintain the continuity of the
        Services.

       

      (b)  With
        respect to all Changes, Supplier shall (i) other than those Changes made
        on a
        temporary basis to maintain the continuity of the Services, schedule Changes
        so
        as not to unreasonably interrupt Chordiant’s business operations, (ii) prepare
        and deliver to Chordiant each month a rolling schedule for ongoing and planned
        Changes for the next 90-day period, and (iii) monitor the status of Changes
        against the applicable schedule.

       

      (c)  With
        respect to any Change made on a temporary basis to maintain the continuity
        of
        the Services, Supplier shall document and provide to Chordiant notification
        of
        the Change no later than the next business day after the Change is
        made.

       

      Supplier
        shall update the Change Control Procedures as necessary and shall provide
        such
        updated Change Control Procedures to Chordiant for its approval.

       

      
        	
                13.  

              	
                Proprietary
                  Rights. 

              


      

       

      13.1  Ownership
        of Background Technology.  Supplier shall have and retain
        exclusive ownership of all of Supplier’s Background Technology and Intellectual
        Property Rights therein.  Chordiant shall have and retain exclusive
        ownership of all of Chordiant’s Background Technology and Intellectual Property
        Rights therein.  All rights not expressly granted herein with respect
        to Background Technology are reserved to the owner thereof.

       

      13.2  Supplier
        Software and Tools.  Supplier shall provide Chordiant with
        access to the Supplier Software and Supplier Tools during the Term and during
        the Termination Assistance Period.  Chordiant shall have the right to
        approve any Supplier Software and Supplier Tools prior to Supplier’s use of such
        Supplier Software or Supplier Tools to provide the Services, and any agreements
        relating to Supplier’s use of third party software or tools prior to Supplier’s
        use of such third party software or third party tools to provide the
        Services.  Subject to the terms and conditions of this Agreement,
        Supplier hereby grants to Chordiant a global, perpetual, irrevocable,
        fully-paid, royalty-free, non-exclusive license to Use, and sublicense through
        multiple levels of sublicensees and permit a third party to Use the Supplier
        Software and Supplier Tools (with respect to third party Software and Tools,
        solely to the extent allowed by such third party) solely (a) during the Term
        and
        the Termination Assistance Period, in connection with Chordiant’s use of the
        Services, and (b) during and after the Term and the Termination Assistance
        Period in perpetuity, as reasonably required for Chordiant and/or Successors’
continued operation and maintenance of any Work Product and continued
        performance of the services, tasks, and responsibilities performed by Supplier
        and Supplier Agents during the Term and Termination Assistance Period. The
        foregoing sublicense and third party Use rights granted to Chordiant shall
        not
        violate, nor be deemed to violate, any non-disclosure or exclusivity provisions
        that would be otherwise applicable under this Agreement or any other
        agreement.  Prior to using any Supplier Third-Party Software in the
        performance of the Services, Supplier shall obtain for Chordiant and Successor
        the right to purchase maintenance and support directly from the applicable
        third-party vendor on a most favored customer basis.  Upon Chordiant’s
        request, Supplier shall provide Chordiant with a list of all Supplier Software
        and Supplier Tools being used to provide the Services as of the date of such
        request.  All rights not expressly granted to Chordiant in this
        Agreement with respect to the Supplier Proprietary Software and Supplier
        Tools
        are reserved to Supplier.

       

      13.3  Work
        Product.  Supplier agrees that all Work Product will be the
        sole and exclusive property of Chordiant.  Chordiant will exclusively
        own all Intellectual Property Rights in all Work Product upon its
        creation.  Except for Supplier’s Intellectual Property Rights in
        Supplier’s Background Technology, Supplier hereby does, and shall cause all
        Supplier Agents to, irrevocably and unconditionally assign to Chordiant without
        further consideration all right, title, and interest worldwide in and to
        the
        Work Product and all Intellectual Property Rights thereto.  Supplier
        understands and agrees that Supplier has no right to use the Work Product
        except
        as necessary to perform the Services for Chordiant.  If any
        Intellectual Property Rights, including artist’s rights and moral rights, in the
        Work Product, cannot (as a matter of law) be assigned by Supplier or Supplier
        Agents to Chordiant as provided above, then Supplier unconditionally and
        irrevocably does, and shall cause all Supplier Agents to, waive the enforcement
        of such rights and all claims and causes of action of any kind against Chordiant
        with respect to such rights.  In addition, (a) to the extent Supplier
        or Supplier Agents cannot (as a matter of law) make such waiver, and (b)
        to the
        extent that any Work Product contains any Background Technology, Supplier
        unconditionally grants, and shall cause all Supplier Agents to grant, to
        Chordiant a perpetual, irrevocable, worldwide, fully-paid, royalty-free,
        transferable license, with the right to sublicense through multiple levels
        of
        sublicensees, under any and all such rights (i) to reproduce, create derivative
        works of, distribute, publicly perform, publicly display, digitally perform,
        and
        otherwise use and exploit the Work Product in any medium or format, whether
        now
        known or hereafter discovered, (ii) to use, make, have made, sell, offer
        to
        sell, import, and otherwise exploit any product or service based on, embodying,
        incorporating, or derived from the Work Product, and (iii) to exercise any
        and
        all other present or future rights not yet known in the Work
        Product.  With respect to Background Technology embedded in the Work
        Product and Supplier’s Intellectual Property Rights therein, the foregoing
        license is non-exclusive.  With respect to all other portions of or
        rights in the Work Product, the foregoing license is exclusive (without
        reservation).  The foregoing sublicense and third party Use rights
        granted to Chordiant shall not violate, nor be deemed to violate, any
        non-disclosure or exclusivity provisions that would be otherwise applicable
        under this Agreement or any other agreement.  Supplier agrees that
        Supplier will not include in any Work Product any Background Technology of
        Supplier or Supplier Agents unless Supplier identifies such Background
        Technology to Chordiant in advance and in writing and Chordiant agrees in
        advance and in writing.  Supplier hereby assigns, and shall cause all
        Supplier Agents to assign, to Chordiant any and all claims, past, present,
        or
        future, of any nature whatsoever, Supplier or Supplier Agents may have for
        infringement, misappropriation, or violation of any Intellectual Property
        Right
        assigned to or exclusively licensed to Chordiant in or pursuant to this
        Agreement.  Supplier shall follow Chordiant’s standard procedures (as
        communicated by Chordiant to Supplier) for delivery and back-up of all Work
        Product.

       

      13.4  Chordiant
        Software.  Subject to the terms and conditions of this
        Agreement, Chordiant hereby grants to Supplier, during the Term and the
        Termination Assistance Period or until such date Chordiant terminates this
        license right, which Chordiant may do at any time for any reason, solely
        for EDC
        Personnel to provide the Services to Chordiant, a non-exclusive, non-assignable,
        non-transferable, non-sublicensable, royalty-free, limited right to have
        access
        to and (a) Use the Chordiant Proprietary Software, (b) Use, to the extent
        permissible under the applicable third party agreements, the Chordiant Third
        Party Software, and (c) Use, to the extent permissible under the applicable
        third party agreements, any related Documentation in Chordiant’s possession on
        or after the Effective Date.  All rights not expressly granted to
        Supplier in this Agreement with respect to the Chordiant Proprietary Software
        are reserved to Chordiant.  Supplier agrees that it will incorporate
        third-party materials into the Systems as requested or directed by
        Chordiant.  Chordiant will be responsible for incremental costs
        related to the use of such third-party materials.

       

      13.5  Restrictions.  Except
        as expressly permitted by this Agreement or a Statement of Work, Supplier
        agrees
        that it shall not, and shall not permit any third party to (a) permit access
        to
        or use of the Chordiant Software unless by EDC Personnel, (b) modify, adapt,
        alter, translate, or create derivative works from the Chordiant Software;
        (c)
        merge the Chordiant Software; (d) sublicense, distribute, sell, use for service
        bureau use or as an application service provider, lease, rent, loan, or
        otherwise transfer the Chordiant Software to any third party; (e) reverse
        engineer, decompile, disassemble, or otherwise attempt to derive the source
        code
        for the Chordiant Software; (f) remove, alter, cover or obfuscate any copyright
        notices or other proprietary rights notices included in the Chordiant Software;
        or (g) otherwise use or copy the Chordiant Software except as expressly
        permitted under this Agreement.  Supplier shall notify Chordiant
        immediately of any unauthorized use or disclosure of the Chordiant
        Software.

       

      13.6  Further
        Assurances. Supplier shall, and shall cause all
        Supplier Agents to: (a) cooperate with and assist Chordiant and its designees,
        both during and after the Term, in perfecting, maintaining, and enforcing
        Chordiant’s or its designees’ rights in all right, title, and interest in any
        Chordiant-Owned Materials, including all Intellectual Property Rights thereto,
        and (b) execute and deliver to Chordiant any documents or take any other
        actions
        as may reasonably be necessary, or as Chordiant may reasonably request, to
        perfect, maintain, protect, or enforce Chordiant’s or its designees’ rights in
        such materials or otherwise carry out the purpose of this Article 13.  Supplier
        hereby does, and shall cause all Supplier Agents to, irrevocably designate
        and
        appoint Chordiant and its duly authorized officers and agents as Supplier’s and
        Supplier Agents’ agent and attorney-in-fact to act for and in Supplier’s and
        Supplier Agents’ behalf to execute, deliver, and file any and all documents with
        the same legal force and effect as if executed by Supplier, if Chordiant
        or its
        designee after reasonable efforts is unable for any reason to secure Supplier’s
        or the applicable Supplier Agent’s signature on any document needed in
        connection with the actions described in this Section 13.6.  Supplier
        acknowledges and shall cause all Supplier Agents to acknowledge that this
        appointment is coupled with an interest.

       

      13.7  Identification.  Supplier
        shall separately identify in Exhibit 19, which it shall keep updated in a
        timely manner by amendment, all (a) Supplier Background Technology, (b) third
        party materials, and (c) open source code included in the
        Deliverables.

       

      13.8  Web
        Development.  In the event that Supplier performs any work in
        connection with the development of Web pages or other online content under
        this
        Agreement, Chordiant will have sole control over the appearance, design,
        layout,
        look-and-feel, branding, advertising (if any), content, and URLs of such
        Web
        pages or other online content.  All such Web pages, and the
        appearance, design, layout, look-and-feel, branding, advertising (if any),
        and
        content thereof that may be furnished by Chordiant shall be Work
        Product.  Supplier will ensure that all URLs for any Web pages or
        online content developed or hosted by Supplier will be owned by Chordiant
        and
        registered in Chordiant’s name.

       

      13.9  Source
        Code Delivery and Escrow.  Upon Chordiant’s request, Supplier
        shall deposit and maintain the Escrow Materials for any or all Software and
        all
        other materials that are licensed, or to be licensed, to Chordiant under
        this
        Agreement and that are used by Supplier in providing the Services, with a
        third-party escrow agent selected by Chordiant to be held, released to
        Chordiant, and licensed to Chordiant in accordance with an escrow agreement
        satisfactory to Chordiant.  Chordiant shall pay the associated escrow
        fees.  If an escrow arrangement with such a third party is not in
        place on the Effective Date, Supplier will establish such arrangement within
        thirty (30) days after Chordiant’s request.

       

      13.10  Support.  On
        mutually agreed upon and reasonable terms (including fees not to exceed the
        monthly pricing at the end of the Term), at Chordiant’s request, Supplier shall
        provide support for the Deliverables after expiration or termination of the
        Agreement.

       

      
        	
                14.  

              	
                Data. 

              


      

       

      14.1  Ownership
        and Use of Chordiant Data.  All Chordiant Data is, or shall
        be, and shall remain the property of Chordiant. Without Chordiant’s approval (in
        its sole discretion), Chordiant Data shall not be, (a) used by Supplier or
        Supplier Agents other than as required to provide the Services, (b) disclosed,
        sold, assigned, leased or otherwise provided to third parties by Supplier
        or
        Supplier Agents, (c) monitored, analyzed, individualized, anonymized,
        aggregated, stored, or copied, or (d) commercially exploited in any form
        (including any individualized, anonymized, or aggregated form) by or on behalf
        of Supplier or Supplier Agents. Supplier hereby irrevocably assigns, transfers
        and conveys, and shall cause Supplier Agents to assign, transfer and convey,
        to
        Chordiant without further consideration all of its and their right, title
        and
        interest in and to Chordiant Data.   Upon request by Chordiant,
        Supplier shall execute and deliver, and shall cause Supplier Agents to execute
        and deliver, any financing statements or other documents that may be necessary
        or desirable under any Law to preserve, or enable Chordiant to enforce, its
        rights with respect to Chordiant Data.

       

      14.2  Correction
        and Reconstruction. 

       

      (a)  Supplier
        shall promptly correct any errors or inaccuracies in the reports delivered
        to
        Chordiant under this Agreement.

       

      (b)  Supplier
        shall develop and maintain procedures for the reconstruction of lost Chordiant
        Data, and Supplier shall correct any errors in, or destruction, loss, or
        alteration of, any Chordiant Data caused by Supplier or Supplier
        Agents.  At Chordiant’s request and expense, Supplier shall promptly
        correct any other errors in, or destruction, loss, or alteration of, Chordiant
        Data.

       

      14.3  Provision
        of Data.  Upon request by Chordiant for any reason and at any
        time during the Term and Termination Assistance Period, Supplier shall (a)
        promptly provide to Chordiant, in the format and on the media requested by
        Chordiant, all or any part of Chordiant Data, and (b) erase or destroy all
        or
        any part of Chordiant Data in Supplier’s possession, in each case to the extent
        so requested by Chordiant. Any archival tapes containing Chordiant Data shall
        be
        used by Supplier and Supplier Agents solely for back-up
        purposes.  Supplier shall not withhold any Chordiant Data as a means
        of resolving any dispute. 

       

      14.4  Data
        Privacy.  Supplier shall, and shall cause Supplier Agents to,
        comply with all applicable Laws regarding the handling, collection, and transfer
        of personal information, including compliance with the obligations set forth
        on
Exhibit 12C that may be required for compliance with the European Union
        Directive on Data Protection.

       

      15.  Consents.  Supplier
        shall, at its own cost and expense, obtain, maintain and comply with all
        of the
        Consents.  If Supplier is unable to acquire a Consent despite using
        its best efforts to do so, Supplier shall implement, at its cost and expense,
        and subject to Chordiant's prior approval, alternative methods as necessary
        to
        provide the Services in accordance with this Agreement without such
        Consent.  

       

      16.  Continued
        Provision of Services. 

       

      16.1  Disaster
        Recovery Plan .  As soon as possible, but no later than
        within the first ninety (90) days of the Term, the Parties shall create and
        agree to the DRP, which shall be set forth in Exhibit
        11.  Supplier shall comply with the business continuity and
        disaster recovery requirements and the procedural requirements contained
        in
Exhibit 11.  Supplier shall (a) update and test (and re-test as
        necessary) the operability of the DRP in accordance with Exhibit 11,
        provided that notwithstanding such schedule Supplier shall complete the initial
        test of and report on the DRP no later than 180 days from the Effective Date;
        and (b) certify to Chordiant [ * ] that the DRP is fully
        operational.  Supplier shall immediately notify Chordiant of any
        disaster and implement the DRP upon the occurrence of a disaster.  In
        the event of a disaster[ * ].  For purposes of this
Agreement, a disaster is any event that renders the EDC
        incapable of
        providing the Services.  Notwithstanding anything to the contrary
        herein, in the event of a disaster, Supplier shall use its best efforts to
        reinstate its provision of the Services under the Product Support Line of
        Business by, among other things, sending EDC Personnel to alternate locations
        designated by Chordiant as quickly as possible.  The allocation of the
        costs and expenses associated with the measures taken to assure the continuity
        of the Product Support Line of Business in the event of a disaster shall
        be as
        follows:

       

      (a)  [
        * ];

       

      (b)  [
        * ]; or

       

      (c)  [
        * ].

       

      16.2  Force
        Majeure.  If and to the extent that a Party’s performance of
        any of its obligations pursuant to this Agreement is prevented, hindered
        or
        delayed by fire, flood, earthquake, elements of nature or acts of God, acts
        of
        war, terrorism, riots, civil disorders, rebellions or revolutions, or any
        other
        similar cause beyond the reasonable control of such Party (but specifically
        excluding labor and union-related activities, and failures of Supplier Agents)
        (each, a “Force Majeure Event”), and such non-performance,
        hindrance or delay could not have been prevented by reasonable precautions
        undertaken by the Party claiming a Force Majeure Event, then such Party shall
        be
        excused for such non-performance, hindrance or delay of those obligations
        affected by the Force Majeure Event for as long as such Force Majeure Event
        continues and such Party continues to use its best efforts to recommence
        performance whenever and to whatever extent possible without delay, including
        through the use of alternate sources, workaround plans and other means. The
        Party whose performance is prevented, hindered or delayed by a Force Majeure
        Event shall immediately notify the other Party of the occurrence of the Force
        Majeure Event and describe in reasonable detail the nature of the Force Majeure
        Event. The occurrence of a Force Majeure Event does not excuse, limit or
        otherwise affect Supplier’s obligation to provide either normal recovery
        procedures or any other disaster recovery services described in
Section 16.1. [
        * ].

       

      16.3  No
        Payment for Unperformed Services.  Except as provided in
Section 16.2,
        nothing in this Article 16
        shall limit Chordiant’s obligation to pay any Fees; provided, however, that if
        Supplier fails to provide the Services in accordance with this Agreement
        due to
        the occurrence of a Force Majeure Event, the Fees shall be adjusted in a manner
        such that [ * ].

       

      16.4  Allocation
        of Resources.  Whenever a Force Majeure Event or a disaster
        causes Supplier to allocate limited resources between or among Supplier’s
        customers, Supplier shall not provide to any other customers of Supplier
        priority over Chordiant. In addition, Supplier shall not redeploy or reassign
        any Key Supplier Personnel to another account in the event of a Force Majeure
        Event.

       

      17.  Payments. 

       

      17.1  Fees.  Chordiant
        shall pay the Fees as specified in Exhibit 4 and this Article 17.  Supplier
        shall invoice Chordiant on a monthly basis, which invoice shall be payable
        net
        thirty (30) days from receipt of the invoice, unless otherwise stated in
        Exhibit 4.  Initial fees will be based on an agreed upon flat
        full-time, per person, per month rate as set forth in Exhibit
        4.  Within six (6) months of the Effective Date, Supplier will
        provide a proposed schedule of skills-based monthly rates for each Line of
        Business (the “Skills Based Rate”).  [ *
        ] Chordiant shall have the option of electing to pay fees based on
        the
        Skills Based Rate for any or all Lines of Business.  For purposes of
        clarification, where Supplier is to provide any Services under this Agreement
        at
        its own cost and/or no cost to Chordiant, time spent providing such Services
        shall not count toward billable time as described in Exhibit
        4.

       

      17.2  Adjustments.  Once
        per year, the Parties will discuss in good faith an adjustment to rates to
        compensate for increases based upon generally prevailing labor costs and
        the
        Benchmark Results (“COLA Adjustment”).  Any COLA
        Adjustment must be mutually agreed upon, and will not exceed [ *
        ] per year over the previous year’s rate.  Rate increases, if
        any, will be assessed every year in December, beginning December 1, 2004,
        to be
        effective no sooner than January the following year.  If Supplier must
        obtain visas for any EDC Personnel at Chordiant Service Locations and pay
        rates
        substantially higher than the agreed upon rates, the Parties will negotiate
        in
        good faith an equitable rate adjustment, taking into account the published
        Department of Labor prevailing wages or other surveys acceptable to the
        applicable governmental authorities, as well as alternative visa arrangements,
        that may reduce the cost to Chordiant.

       

      17.3  Expenses.  Chordiant
        shall pay all pre-approved actual travel and travel-related expenses incurred
        in
        accordance with Chordiant’s and Supplier’s travel and expense policy set forth
        in Exhibit 4, for which Supplier shall invoice Chordiant and supply
        supporting documentation.  Chordiant shall pre-pay to Supplier all
        pre-approved actual Equipment, Software, and communication link-related expenses
        incurred by Supplier as set forth in Exhibit 4 and in accordance with the
        vendor’s payment terms as agreed upon by the Parties pursuant to Section
3.10,
        for which Supplier shall invoice Chordiant and supply supporting
        documentation.

       

      17.4  Fee
        Disputes. Chordiant may withhold and offset
        invoiced amounts that Chordiant disputes in good faith, as well as any amounts
        Supplier is obligated to pay or credit to Chordiant.  Chordiant shall
        notify Supplier of all such disputes in writing within thirty (30) days of
        the
        receipt of the invoice.  Undisputed invoice amounts that are overdue
        will be subject to 1⁄2% interest per month.

       

      17.5  Pass-Through
        Savings.  The Supplier will pass through to Chordiant
        reductions in the cost of delivery of the Services resulting from changes
        in (a)
        geographic region from which Supplier provides the Services, or (b) actual
        cost
        of Equipment or Software for which Chordiant is paying at cost, neither of
        which
        could have been foreseen as of the Effective Date but which occur during
        the
        Term and are applicable to Supplier's provision of the Services.

       

      17.6  Rights
        of Set-Off.  With respect to any amount that (a) should be
        reimbursed to Chordiant by Supplier or (b) is otherwise payable to Chordiant
        by
        Supplier pursuant to this Agreement, Chordiant may deduct the entire amount
        owed
        to Chordiant against the Fees or against the expenses owed by Chordiant to
        Supplier under this Agreement.

       

      17.7  Refundable
        Items; Prepaid Expenses.  In the event Supplier receives
        during the Term any refund, credit or other rebate (including deposits) in
        connection with fees for a Supplier third party contract that Chordiant has
        paid, then Supplier shall promptly (a) notify Chordiant of such refund, credit
        or rebate and (b) pay to Chordiant the full amount of such refund, credit,
        or
        rebate.

       

      17.8  Due
        Diligence.  Supplier hereby acknowledges and
        agrees that Chordiant has delivered or made available to Supplier all
        information and documents Supplier has deemed necessary for Supplier to commit
        to its obligations under this Agreement in accordance with its
        terms.  Supplier shall not be relieved of any of its obligations under
        this Agreement, or alter, increase or add any fees or charges related to
        this
        Agreement, as a result of (a) its failure to review the foregoing information
        and documents or any documents referred to therein, (b) any inaccuracies,
        errors, or omissions contained in such information or documents or in any
        documents referred to therein, or (c) its failure to request any information
        or
        documents from Chordiant.

       

      17.9  Additional
        Fund.  Chordiant shall establish a fund of up to [ *
        ] per EDC employee per month to be used, at joint recommendation
        from
        Supplier and Chordiant program managers and with Steering Committee approval,
        towards special recognition awards, variable compensation or bonuses, or
        to
        manage attrition of EDC Personnel.  On a quarterly basis, Chordiant
        shall have the right, in its discretion, to remove any amounts in such fund
        not
        distributed within the prior three (3) month period.

       

      17.10  No
        Other Charges. Except as expressly set forth in this Agreement, all
        costs and expenses relating to Supplier’s performance of the Services (including
        all costs and expenses related to the acquisition, maintenance and enhancement
        of Software and Equipment, travel and lodging, document reproduction and
        shipping, computers and office equipment used by EDC Personnel, and telephone
        charges) are included in the Fees and shall not be charged to or reimbursed
        by
        Chordiant.

       

      17.11  Most
        Favored Customer.  Supplier agrees that Chordiant shall be
        treated as a most favored customer of Supplier and to this end Supplier shall
        promptly provide to Chordiant Supplier’s best pricing, service availability,
        service quality, and service responsiveness and new service offerings,
        consistent with what Supplier provides for services similar in size and
        scope.

       

      18.  Taxes. 

       

      18.1  Taxes.  All
        fees, payments or reimbursements under this Agreement and any instrument
        or
        agreement required hereunder shall include any and all present and future
        Taxes:
        (i) based upon or measured by Supplier's cost in acquiring or providing
        equipment, materials, supplies, or services furnished or used by Supplier
        in
        performing or furnishing the Services, including all personal property and
        sales
        or use taxes on the Supplier Equipment, or (ii) assessed on the provision
        or use
        of the Services or on Supplier's charges to Chordiant under this Agreement
        or
        payment thereof however levied or assessed. Chordiant will not be responsible
        for any tax payments on any basis. To the extent that any Tax is required
        by Law
        to be separately identified in Supplier's billings to Chordiant, the Supplier
        shall separately identify the Tax and assume any and all responsibility or
        non-compliance, including additional tax, interest and penalty
        assessments.  Chordiant shall be responsible for any taxes it may
        incur as a result of establishing an Affiliate in India.

       

      18.2  Tax
        Indemnity.  The Supplier indemnifies Chordiant for the full
        amount of Taxes attributable to the provision of products, equipment, materials,
        supplies, or services under this Agreement, and any liabilities (including
        penalties, interest and expenses) arising from such Taxes.  Upon
        Chordiant’s request, Supplier shall provide evidence that all applicable Taxes
        have been paid by the Supplier to the appropriate taxing authority by delivering
        to Chordiant receipts or notarized copies thereof within thirty (30) days
        after
        the due date for such tax payments.

       

      18.3  Relocation
        of Services.  Notwithstanding Section 18.1, any
        Taxes assessed on the provision of the Services for a particular site resulting
        from Supplier’s relocating or rerouting the delivery of Services for Supplier’s
        convenience to, from or through a location other than the Service Location
        used
        to provide the Services as of the Effective Date shall be paid by
        Supplier.

       

      18.4  Other
        Taxes.  Chordiant and Supplier shall each bear sole
        responsibility for all taxes, assessments and other real property-related
        levies
        on its respective owned or leased real property.

       

      18.5  Segregation
        of Fees.  Supplier shall segregate the Fees into the
        following separate payment streams: (a) those for taxable Services; (b) those
        for nontaxable Services; (c) those for which a sales, use or other similar
        tax
        has already been paid; and (d) those for which Supplier functions merely
        as a
        paying agent for Chordiant in receiving goods, supplies, or services (including
        leasing and licensing arrangements) that otherwise are nontaxable or have
        previously been subject to tax.  In addition, Chordiant and Supplier
        shall cooperate to (x) provide any information necessary and not otherwise
        reasonably available to determine accurately each Party’s tax liability; (y)
        resolve tax issues raised upon audit by a Governmental Authority; (z) minimize
        such tax liability to the extent commercially reasonable and legally
        permissible, provided that neither Party will be required to take any position
        or action that (i) is inconsistent with advice given by such Party’s internal or
        external advisors or (ii) would result in an adverse tax or financial
        consequence to such Party.  Each Party shall provide and make
        available to the other Party any resale certificates, information regarding
        out-of-state sales or use of equipment, materials, or services, and any other
        exemption certificates or information requested by a Party related to Supplier’s
        provision of the Services.

       

      18.6  Tax
        Disclosures.  Notwithstanding anything herein to the
        contrary, any party to this Agreement (and any employee, representative,
        or
        other agent of any party to this Agreement) may disclose to any and all persons,
        without limitation of any kind, the tax treatment and tax structure of the
        transactions contemplated by this Agreement and all materials of any kind
        (including opinions or other tax analyses) that are provided to it relating
        to
        such tax treatment and tax structure; provided however, that such
        disclosure may not be made to the extent reasonably necessary to comply with
        any
        applicable federal or state securities laws.  For the purposes of the
        foregoing sentence, (a) the “tax treatment” of a transaction means the purported
        or claimed federal income tax treatment of the transaction, and (b) the “tax
        structure” of a transaction means any fact that may be relevant to understanding
        the purported or claimed federal income tax treatment of the
        transaction.

       

      19.  Audits. 

       

      19.1  Services.  Upon
        reasonable notice from Chordiant, Supplier and Supplier Agents shall provide
        Chordiant, Chordiant Agents, and any of Chordiant’s regulators with access to
        and any assistance that they may require for the purpose of performing audits
        or
        inspections of the Services, the Service Locations, the Systems, and the
        business of Supplier relating to the Services (including to verify performance
        of the Services, the Fees, and the use of Chordiant resources in accordance
        with
        the terms of this Agreement).  If any audit results in Supplier being
        notified that Supplier or Supplier Agents are not in compliance with any
        Law or
        audit requirement, Supplier shall, and shall cause Supplier Agents to, promptly
        take actions to comply with such Law or audit requirement.

       

      19.2  Fees.  Upon
        notice from Chordiant, Supplier shall provide Chordiant and Chordiant Agents
        with access to such financial records and supporting documentation as may
        be
        requested by Chordiant, and Chordiant or Chordiant Agents may audit the Fees
        to
        determine if such Fees are accurate and in accordance with this
        Agreement.

       

      (a)  If,
        as a result of such audit, Chordiant determines that Supplier has overcharged
        Chordiant, Chordiant shall notify Supplier of the amount of such overcharge
        and
        Supplier shall promptly pay to Chordiant the amount of the overcharge, plus
1⁄2%
        interest per month calculated from the date of receipt by Supplier of the
        overcharged amount until the date of payment to Chordiant.

       

      (b)  In
        addition to Chordiant’s rights set forth in this Section 19.2,
        in the event any audit reveals an overcharge to Chordiant of 5% or more for
        the
        audited period, Supplier shall reimburse Chordiant for the cost of such
        audit.

       

      19.3  Other
        Audits.  Supplier shall make available to Chordiant or
        Chordiant Agents the results of any reviews or audits conducted by the Supplier,
        its Affiliates or any of Supplier’s subcontractors, agents or representatives
        (including internal and external auditors), relating to the Supplier’s operating
        practices and procedures to the extent relevant to the Services.

       

      19.4  Record
        Retention.  Supplier shall retain records and supporting
        documentation sufficient to satisfy the requirements set forth in this
Article 19
        and to document the Services and the Fees paid or payable by Chordiant under
        this Agreement in accordance with Chordiant’s retention policies and procedures
        as in effect from time to time, as required by Law, and in any event for
        at
        least three (3) years after the later of the termination or expiration of
        this
        Agreement and the end of the Termination Assistance Period.

       

      19.5  Facilities.  Supplier
        shall provide to Chordiant and Chordiant Agents, on Supplier’s premises (or, if
        the audit is being performed on a Supplier Agent, the Supplier Agent’s premises
        if necessary), space, office furnishings (including lockable cabinets), and
        utilities as Chordiant or such Chordiant Agents may reasonably require to
        perform the audits described in this Article 19.

       

      20.  Confidentiality. 

       

      20.1  General
        Obligations.  All Confidential Information relating to or
        obtained from Chordiant shall be protected from unauthorized use and disclosure
        by Supplier in compliance with Chordiant’s requirements, and to the same extent
        and in at least the same manner as Supplier protects its own confidential
        information of a similar nature (and in no event with less than reasonable
        care), and Supplier shall not use the Confidential Information of Chordiant
        except as necessary to provide the Services.  Supplier shall not
        disclose, publish, release, transfer or otherwise make available Confidential
        Information of, or obtained from, Chordiant in any form to, or for the use
        or
        benefit of, any third person or entity without Chordiant’s
        consent.  Supplier shall, however, be permitted to disclose relevant
        aspects of Chordiant’s Confidential Information to its officers, directors,
        agents, professional advisors, contractors (including the Benchmarker),
        subcontractors and employees and to the officers, directors, agents,
        professional advisors, contractors, subcontractors and employees of its
        affiliates, to the extent such disclosure is not restricted under any Consents
        or any Laws or Governmental Approvals and only to the extent that such
        disclosure is reasonably necessary for the performance of its duties and
        obligations or the determination, preservation or exercise of its rights
        and
        remedies under this Agreement; provided, however, that Supplier shall take
        all
        reasonable measures to ensure that Confidential Information is not disclosed
        or
        duplicated in contravention of the provisions of this Agreement by such
        officers, directors, agents, professional advisors, contractors, subcontractors
        and employees.  The obligations in this Section shall not restrict any
        disclosure as required by any Law (provided that the recipient shall give
        prompt
        notice to the disclosing Party of such requirement).  Supplier will
        return to Chordiant any or all Confidential Information promptly upon
        request.

       

      20.2  Additional
        Protective Measures.  Supplier shall strictly comply with the
        security procedures set forth in Exhibit 12.  Supplier shall
        limit access to the Confidential Information to EDC Personnel who have a
        need to
        know for providing the Services and who have signed the nondisclosure agreement
        set forth in Section 11.4(b)
        (“Authorized EDC Personnel”).  Supplier agrees to
        maintain a log which contains a list of all employees who actually have had
        access to the Confidential Information.  Supplier shall not provide
        any other party, including any other employees or agents of Supplier, with
        access to the Confidential Information.  Supplier may designate
        additional persons as Authorized EDC Personnel upon (i) written notice to
        Chordiant of the identity of such additional parties, and (ii) Chordiant’s
        express written acceptance of such additional persons, which may be given
        or
        withheld in Chordiant’s sole discretion.  In addition, Supplier shall
        access Chordiant’s source code only on Authorized CPUs (as defined in Exhibit
        12) on a Secure Computer System.  To further assure the
        confidentiality of the Confidential Information:

       

      (a)  Supplier
        shall ensure that all Confidential Information received from Chordiant, and
        any
        copies thereof made by Supplier, will be properly marked or otherwise
        appropriately identified as Confidential Information before being made available
        to Authorized EDC Personnel.  Supplier shall instruct Authorized EDC
        Personnel not to copy Confidential Information and not to disclose Confidential
        Information to anyone not authorized to receive it.

       

      (b)  Supplier
        shall take prompt and appropriate action to prevent unauthorized use or
        disclosure of Confidential Information.

       

      (c)  Without
        limiting the foregoing, Supplier will use the same degree of care to prevent
        the
        unauthorized use, dissemination, or publication of the Confidential Information
        as Supplier uses to protect its own confidential information of a like nature,
        but in no event may the safeguards for protecting such Confidential Information
        be less than a reasonably prudent business would exercise under similar
        circumstances.

       

      (d)  Supplier
        agrees that Chordiant representatives may inspect the access log for the
        Confidential Information and the record of the copies made of the Confidential
        Information at any time.

       

      20.3  Unauthorized
        Acts.  Without limiting Chordiant’s rights
        with respect to a breach of this Article 20,
        Supplier shall:

       

      (a)  promptly
        notify Chordiant of any unauthorized possession, use or knowledge, or attempt
        thereof, of Chordiant’s Confidential Information by any person or entity that
        may become known to Supplier;

       

      (b)  promptly
        furnish to Chordiant full details of the unauthorized possession, use or
        knowledge, or attempt thereof, and assist Chordiant in investigating or
        preventing the recurrence of any unauthorized possession, use or knowledge,
        or
        attempt thereof, of Confidential Information;

       

      (c)  cooperate
        with Chordiant in any litigation and investigation against third parties
        deemed
        necessary by Chordiant to protect its proprietary rights; and

       

      (d)  promptly
        use its best efforts to prevent a recurrence of any such unauthorized
        possession, use or knowledge, or attempt thereof, of Confidential
        Information.

       

      Supplier
        shall bear the cost it incurs as a result of compliance with this
        Section.

       

      
        	
                21.  

              	
                Representations
                  and
                  Warranties.  

              


      

       

      21.1  By
        Chordiant.  Chordiant represents and warrants
        that:

       

      (a)  Chordiant
        is a corporation duly incorporated, validly existing and in good standing
        under
        the Laws of the State of Delaware;

       

      (b)  Chordiant
        has all requisite corporate power and authority to
        execute, deliver and perform its obligations under this Agreement;

       

      (c)  The
        execution, delivery and performance of this Agreement by Chordiant has been
        duly
        authorized by Chordiant; and

       

      (d)  Chordiant
        is in compliance with all Laws applicable to Chordiant’s obligations under this
        Agreement and has obtained all applicable permits and licenses required of
        Chordiant in connection with its obligations under this Agreement.

       

      21.2  By
        Supplier.  Supplier represents and warrants
        that:

       

      (a)  Supplier
        is a corporation duly incorporated, validly existing and in good standing
        under
        the Laws of the [ * ];

       

      (b)  Supplier
        has all requisite corporate power and authority to
        execute, deliver and perform its obligations under this Agreement;

       

      (c)  The
        execution, delivery and performance of this Agreement by Supplier (a) has
        been
        duly authorized by Supplier and (b) shall not conflict with, result in a
        breach
        of, or constitute a default under any other agreement to which Supplier is
        a
        party or by which Supplier is bound;

       

      (d)  Supplier
        is duly licensed, authorized or qualified to do business and is in good standing
        in every jurisdiction in which a license, authorization or qualification
        is
        required for the ownership or leasing of its assets or the transaction of
        business of the character transacted by it, except where the failure to be
        so
        licensed, authorized or qualified would not have a material adverse effect
        on
        Supplier’s ability to fulfill its obligations under this Agreement;

       

      (e)  Supplier
        is in compliance with all Laws applicable to Supplier’s obligations under this
        Agreement and has obtained all applicable permits and licenses required of
        Supplier in connection with its obligations under this Agreement;

       

      (f)  There
        is no outstanding (or to Supplier’s knowledge, pending or threatened)
        litigation, arbitrated matter or other dispute to which Supplier is a party
        which, if decided unfavorably to Supplier, would reasonably be expected to
        have
        a material adverse effect on Supplier’s ability to fulfill its obligations under
        this Agreement;

       

      (g)  Supplier
        and Supplier Agents have full power and authority to grant Chordiant the
        rights
        granted herein without the consent of any other party and any materials
        developed or furnished by Supplier and Supplier Agents to Chordiant are free
        of
        any and all restrictions, settlements, judgments or adverse claims.

       

      (h)  Supplier
        has not violated Chordiant policies of which it is aware, or any Laws, regarding
        the offering of inducements in connection with this Agreement;

       

      (i)  Each
        of the EDC Personnel who will perform work toward the development of any
        Work
        Product have executed a proprietary rights invention assignment agreement
        as
        agreed in Section 11.4(b);

       

      (j)  None
        of the Services, the Work Product, the Supplier Software, the Supplier
        Equipment, any enhancements or modifications to the Chordiant Software performed
        by Supplier or Supplier Agents or any other resources or items provided to
        Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use
        of the foregoing as contemplated under this Agreement shall not, infringe
        upon
        the Intellectual Property Rights of any third party;

       

      (k)  The
        Work Product and all other materials and items provided by Supplier hereunder
        shall be free from material errors in materials, design, workmanship, operation
        and performance, shall comply with the applicable documentation and
        specifications, and shall provide the functions and features and operate
        in the
        manner described in the applicable Line of Business and/or Statement of Work,
        or
        other documentation agreed to by the Parties following the installation,
        testing
        and acceptance of such materials by Chordiant and/or its
        customers;

       

      (l)  The
        Work Product shall be free and clear of any liens, claims, charges, debts
        or
        other encumbrances; and

       

      (m)  Neither
        Supplier, nor any part of the Work Product or other Intellectual Property
        furnished to Chordiant hereunder, is subject to any "copyleft" or other
        obligation or condition (including any obligation or condition under any
        "open
        source" license such as the GNU Public License, Lesser GNU Public License,
        or
        Mozilla Public License) that would require, or condition the use or distribution
        of such Work Product or Intellectual  Property on, the disclosure,
        licensing, or distribution of any part of such Work Product or Intellectual
        Property.

       

      21.3  DISCLAIMER.  EXCEPT
        AS SPECIFIED IN SECTION 21.1
        AND SECTION 21.2,
        NEITHER CHORDIANT NOR SUPPLIER MAKES ANY OTHER WARRANTIES WITH RESPECT TO
        THE
        SERVICES OR THE SYSTEMS OR EQUIPMENT AND EACH EXPLICITLY DISCLAIMS ALL OTHER
        WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
        MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

       

      22.  ADDITIONAL
        COVENANTS.  

       

      22.1  By
        Chordiant.  Chordiant covenants and agrees with Supplier that
        during the Term and the Termination Assistance Period:

       

      (a)  Chordiant
        shall comply with all Laws applicable to Chordiant, and, except as otherwise
        provided in this Agreement, shall obtain all applicable permits and licenses
        required of Chordiant in connection with its obligations under this Agreement;
        and

       

      (b)  The
        Chordiant Proprietary Software shall not infringe upon the proprietary rights
        of
        any third party (except as may have been caused by a modification by Supplier
        or
        Supplier Agents).

       

      22.2  By
        Supplier.  Supplier covenants and agrees with Chordiant that
        during the Term and the Termination Assistance Period:

       

      (a)  Supplier
        shall provide the Services with promptness, diligence and in a professional
        manner, in accordance with the terms of the Lines of Business, Statements
        of
        Work and practices and professional standards used in well-managed operations
        performing services similar to the Services, and Supplier shall use adequate
        numbers of qualified individuals with suitable training, education, experience
        and skill to perform the Services;

       

      (b)  Supplier
        shall comply with all Laws applicable to Supplier in the performance of this
        Agreement and shall obtain all applicable permits and licenses required of
        Supplier in connection with its obligations hereunder;

       

      (c)  The
        Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment,
        Work Product and any other resources or items used by Supplier or furnished
        to
        Chordiant by Supplier or Supplier Agents in providing the Services shall
        not
        infringe upon the proprietary rights of any third party;

       

      (d)  The
        Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment,
        Work Product and any other resources or items used by Supplier or furnished
        to
        Chordiant by Supplier or Supplier Agents in providing the Services shall
        be free
        from material defects in design, workmanship, operation and performance,
        shall
        comply with the applicable documentation and specifications, and shall provide
        the functions and features and operate in the manner described in the applicable
        Statement of Work or other documentation agreed to by the Parties for 180
        days
        following the acceptance of such materials by Chordiant and shall be free
        and
        clear of any liens, claims, charges, debts or other encumbrances;

       

      (e)  Supplier
        shall promptly notify Chordiant if Supplier learns of any claim, pending
        or
        threatened, or any fact upon which a claim could be made, that asserts that
        the
        Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment,
        Work Product and any other resources or items used by Supplier or furnished
        to
        Chordiant by Supplier or Supplier Agents, or Chordiant’s receipt and use of the
        foregoing as contemplated under this Agreement may infringe upon the proprietary
        rights of any third party;

       

      (f)  Supplier
        shall ensure that no viruses, locks, trap doors, back doors or similar items
        whose knowing or intended purpose is to damage or interfere with the operation
        of the computer system containing the code, program or sub program, or to
        interfere with the operation of the Systems (or any portion thereof), including
        any code, program, or sub-program, or any device, method, or token that permits
        any person to circumvent the normal security of the Systems (or any portion
        thereof) or the system containing the code are coded or introduced into the
        Systems, and Supplier agrees that, in the event a virus or similar item is
        found
        to have been introduced into the Systems, Supplier shall use best efforts
        to
        mitigate the effects of the virus or similar item and, if the virus or similar
        item causes a loss of operational efficiency or loss of data, to assist
        Chordiant to the same extent to mitigate and restore such losses;

       

      (g)  Supplier
        shall not insert into the Software used to provide the Services any code
        that
        would have the effect of disabling or otherwise shutting down all or any
        portion
        of the Systems or Services; and

       

      (h)  Neither
        Supplier nor any Supplier Agents shall make any unauthorized representations
        on
        Chordiant’s behalf or about Chordiant, nor commit or bind Chordiant other than
        as specifically authorized in writing.

       

      23.  Dispute
        Resolution.  

       

      23.1  Resolution
        Procedures.  Except as otherwise provided
        below, the Parties shall attempt to resolve any dispute arising under or
        related
        to this Agreement (a “Dispute”) in accordance with the
        procedures set forth in this Section 23.1.

       

      (a)  Contract
        Managers.  Within five (5) business days after either Party
        furnishes to the other notice of a Dispute, the Chordiant Account Executive
        and
        Supplier Account Executive shall consider the Dispute in person or by telephone
        and shall attempt in good faith to resolve the Dispute for a period of five
        (5)
        business days.  If the Dispute is not resolved, as agreed by the
        Parties in writing, within such 5-business-day period, the Dispute shall
        be
        escalated in accordance with Section 23.1(b)
        below.

       

      (b)  Executive
        Vice Presidents.  If a Dispute is not resolved in accordance
        with Section 23.1(a)
        above, an Executive Vice President level executive or Chief Executive Officer
        of
        Chordiant and the Chief Executive Officer of Ness Technologies, Inc. shall
        consider the Dispute in person or by telephone and shall attempt in good
        faith
        to resolve the Dispute for a period of five (5) business days.  Unless
        such executives otherwise agree in writing, either Party may pursue its rights
        and remedies under this Agreement after the expiration of such 5-business-day
        period.

       

      23.2  Arbitration.  With
        respect to any dispute or claim involving Ness India, arising out of or in
        connection with this Agreement, Chordiant shall have the right to have such
        dispute or claim be finally settled by binding arbitration in Santa Clara
        County, California under the Commercial Rules of the American Arbitration
        Association by one arbitrator appointed in accordance with said
        rules.  Judgment on the award rendered by the arbitrator may be
        entered in any court having jurisdiction thereof.

       

      23.3  Exclusions.  Notwithstanding
        the foregoing, no Dispute relating to Section 14.3,
        Article 20,
        or Article 27
        shall be subject to Section 23.1.  In
        addition, nothing in this Agreement shall limit either Party’s right to seek
        immediate injunctive or other equitable relief whenever the facts or
        circumstances would permit a Party to seek such relief in a court of competent
        jurisdiction.

       

      23.4  Continuity
        of Services.  Supplier acknowledges that the timely and
        complete performance of its obligations pursuant to this Agreement is critical
        to the business and operations of Chordiant.  Accordingly, in the
        event of a dispute between Chordiant and Supplier, other than with respect
        to
        Supplier’s rights under Section 24.3(c), Supplier shall continue
        to so perform its obligations under this Agreement in good faith during the
        resolution of such dispute unless and until this Agreement is terminated
        in
        accordance with the provisions hereof.

       

      24.  Termination. 

       

      24.1  Termination
        for Convenience.  Upon notice, Chordiant may immediately
        terminate this Agreement, in whole or in part, for convenience effective
        as of
        any time after the Effective Date, which shall be subject to the Termination
        Fee
        set forth in Exhibit 4.  Decreases in EDC Personnel in
        accordance with Section 3.2(d) and/or the termination of a Line of
        Business or multiple Lines of Business shall not constitute a termination
        for
        convenience.

       

      24.2  Termination
        for Change in Control of Supplier.  In the event of a Change
        in Control of Supplier, Chordiant may terminate this Agreement by giving
        Supplier notice of the termination at least ninety (90) days prior to the
        termination date specified in the notice, provided that Chordiant reasonably
        believes that the Change in Control will materially and adversely affect
        Chordiant's business.

       

      24.3  Termination
        for Cause. 

       

      (a)  For
        those Supplier performance failures that are curable, Supplier shall have
        thirty
        (30) days (or such other period as the Parties agree) (the “Cure
        Period”) from receipt of notice (the “Supplier Default
        Notice”) to cure such failure (“Right to
        Cure”).  Any such cure shall be subject to Chordiant’s
        acceptance in its reasonable discretion.

       

      (b)  Chordiant
        may, without limiting Chordiant’s other rights or remedies under this Agreement,
        by giving notice to Supplier, terminate this Agreement, in whole or in part,
        as
        of the termination date specified in the notice and without payment of any
        termination fee, under the following circumstances:

       

      (i)  If
        Chordiant is entitled to a Performance Credit due to Supplier’s failure to meet
        three (3) Critical Service Level failures in [ * ];
        or

       

      (ii)  Subject
        to its Right to Cure, if Supplier fails to perform any of its other obligations
        under this Agreement in any material respect that adversely effects Chordiant’s
        business, or repeatedly fails to perform any of its obligations under this
        Agreement and the cumulative effect thereof  materially and adversely
        effects Chordiant’s business.

       

      (c)  If
        Chordiant fails to make undisputed payments and does not cure such default
        within sixty (60) days after receipt (the “Chordiant Default Cure
        Period”) of a notice of default from Supplier (the “Chordiant
        Default Notice”), then Supplier may, by giving notice to Chordiant,
        suspend providing Services to Chordiant under the Line of Business for which
        Chordiant is in default as of the suspension date specified in the Chordiant
        Default Notice.  The foregoing is the only circumstance in which
        Supplier may suspend providing Services under this Agreement, and termination
        by
        Supplier for any other reason shall be void and of no force or
        effect.

       

      24.4  Termination
        in Case of Insolvency or Adverse Financial Change.  If (a)
        Supplier (i) shall admit in writing its inability to, or be generally unable
        to,
        pay its debts as such debts become due or (ii) shall (A) apply for or consent
        to
        the appointment of, or the taking of possession by, a receiver, custodian,
        trustee, examiner or liquidator of itself or of all or a substantial part
        of its
        property or assets, (B) make a general assignment for the benefit of its
        creditors, (C) commence a voluntary case under the U.S. Bankruptcy Code,
        (D)
        file a petition seeking to take advantage of any other law relating to
        bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement
        or
        winding-up, or composition or readjustment of debts, (E) fail to controvert
        in a
        timely and appropriate manner, or acquiesce in writing to, any petition filed
        against it in an involuntary case under the Bankruptcy Code; or (F) take
        any
        corporate, partnership or other action for the purpose of effecting any of
        the
        foregoing, or if (b) (i) a proceeding or case shall be commenced, without
        the
        application or consent of Supplier, in any court of competent jurisdiction
        seeking (A) its reorganization, liquidation, dissolution, arrangement or
        winding-up, or the composition or readjustment of its debts, (B) the appointment
        of a receiver, custodian, trustee, examiner, liquidator or the like of Supplier
        or of all or any substantial part of its property or assets or (C) similar
        relief with respect to Supplier under any law relating to bankruptcy,
        insolvency, reorganization, winding-up, or composition or adjustment of debts,
        and such proceeding or case shall continue un-dismissed, or an order, judgment
        or decree approving or ordering any of the foregoing shall be entered and
        continue un-stayed and in effect, for a period of sixty (60) or more days
        or
        (ii) an order for relief against Supplier shall be entered in an involuntary
        case under the Bankruptcy Code, then Chordiant may, by giving notice thereof
        to
        Supplier, terminate this Agreement as of the date specified in such termination
        notice without payment of any Termination Fee. In addition, if either Moody’s
        Investors Service, Standard & Poors or Dun & Bradstreet lowers the
        Supplier’s credit rating from the rating as of the Effective Date by more than
        two (2) steps, or if Chordiant has reasonable cause to doubt Supplier’s
        financial stability, then Chordiant may, by giving notice thereof to Supplier,
        terminate this Agreement as of the date specified in such termination notice
        without payment of any Termination Fee.

       

      25.  Termination
        Fees.

       

      25.1  Termination
        Fees.Exhibit 4 sets forth the
        Termination Fees that shall be payable to Supplier if this Agreement is
        terminated for convenience.  Any Termination Fees payable in
        accordance with Exhibit  4 shall be due and payable on the End
        Date.

       

      25.2  Termination
        Fees.  Except for the Termination Fees
        specified in Exhibit 4, no termination fee or other charge shall be
        payable by Chordiant in connection with the termination of this
        Agreement.  In addition, Supplier shall not charge Chordiant more than
        once for any amount included in any fee owed pursuant to Exhibit 4 that
        relates to any resource for which Supplier has already received or shall
        receive
        payment.

       

      26.  Termination
        Assistance and Exit Rights. 

       

      26.1  Termination
        Assistance.  Upon Chordiant’s request at any time during the
        Termination Assistance Period, Supplier shall provide, and shall cause Supplier
        Agents to provide, the Termination Assistance Services necessary to continue
        without interruption or adverse effect and to facilitate the orderly transfer
        of
        the Services to Chordiant and/or its designee (the “Successor”)
        during the Termination Assistance Period, regardless of the reason for the
        termination, expiration or cessation of Services.  The quality and
        level of performance of the Services during the Termination Assistance Period
        shall be consistent with the quality and level of performance of the Services
        during the Term generally. 

       

      26.2  Payment.  Supplier
        [ * ] Supplier’s time related to (i) cleanup of the EDC, (ii)
        administrative matters, and (iii) return of the Software and Equipment (not
        including transportation costs, which Chordiant shall pay).  Chordiant
        shall have the right to designate those EDC Personnel to Provide Termination
        Assistance Services [ * ]  For Termination Assistance
        Services provided by Supplier after the last day of the Term, Supplier shall
        provide such services (a) in the case of Termination Assistance Services
        that
        are Services[ * ], and (b) for Termination Assistance Services
        for which no rates exist immediately prior to such termination or
        expiration[ * ].  Termination Assistance Services
        provided after the last day of the Term shall be subject to the provisions
        of
        the Agreement as such provisions would have been applicable to the Services
        prior to the effective date of termination or expiration.  After the
        expiration of the Termination Assistance Period, Supplier shall (y) answer
        questions from Successors regarding the Services at Supplier’s then standard
        billing rates, and (z) deliver to Chordiant or Successor any remaining
        Chordiant-owned reports and documentation still in Supplier’s
        possession.  If Chordiant requests Termination Assistance Services
        after this Agreement has been terminated for Chordiant’s breach, Chordiant shall
        pay for such services in advance.  

       

      26.3  Exit
        Rights.

       

      (a)  Return
        of Chordiant Software, Equipment and Tools.  At Chordiant’s
        request at any time during the Termination Assistance Period, Supplier shall,
        and shall cause Supplier Agents to, deliver to Chordiant, all Chordiant
        Equipment and a current copy of the Chordiant Software, Chordiant Tools,
        Chordiant-Owned Materials and Work Product in the form used to provide the
        Services as of the time of Chordiant’s request (including in object code and
        source code form in the case of any of the foregoing that are Software) or,
        if
        such request is made after the last day of the Term, then used to provide
        the
        Services as of the last day of the Term.  Chordiant shall be
        responsible for penalties/fees associated with such termination as set forth
        in
Exhibit 4.  The rights granted to Supplier and Supplier Agents
        in Section 13.1,
        Section 13.2, and
        Section 13.4
        shall immediately terminate on the End Date, and Supplier shall, and shall
        cause
        Supplier Agents to, destroy or erase all copies of the Chordiant Software,
        Chordiant Tools, and Chordiant-Owned Materials then in Supplier’s or Supplier
        Agents’ possession. Supplier shall, upon Chordiant’s request, certify to
        Chordiant that all Equipment has been returned and such copies of the Chordiant
        Software, Chordiant Tools, and Chordiant-Owned Materials have been destroyed
        or
        erased.

       

      (b)  Supplier
        Intellectual Property and Support.  Supplier shall deliver to
        Chordiant a copy of all Supplier Intellectual Property used to provide the
        Services upon Chordiant’s request (including object code and source code form in
        the case of any of the foregoing that constitute Software).  Upon
        Chordiant’s request, Supplier shall provide to Chordiant or Successor support
        and maintenance services for any Supplier Proprietary Software, Supplier
        Tools,
        and Work Product licensed or otherwise provided under this Agreement on terms,
        conditions, and prices agreed upon by Supplier and Chordiant or Successor,
        as
        applicable, which shall in no event be less favorable to Chordiant or Successor
        than Supplier’s most favorable terms, conditions, and prices for such services
        provided to similar customers.

       

      (c)  Supplier
        Third Party Software and Tools.

       

      (i)  Supplier
        shall, and shall cause Supplier Agents to, (a) assign to Chordiant or Successor,
        at Chordiant’s option, the license agreements for Software and Tools not
        otherwise commercially available, which Supplier obtained assignment rights
        pursuant to Section 13.2
        applicable to such Software and Tools, and at Chordiant’s request, (b) use their
        best efforts to transfer, assign or sublicense all such Third Party Software
        and
        Tools not subject to assigned agreements under clause (a) above to
        Chordiant or Successor at no cost such that (y) Chordiant may Use, and
        sublicense to third parties the right to Use, such Software and Tools in
        connection with Chordiant’s use, provision (to itself) or receipt from Successor
        of services similar to the Services, or (z) Successor may Use, and sublicense
        to
        third parties the right to Use, such Software and Tools in connection with
        the
        provision of services similar to the Services to Chordiant.  Upon
        Chordiant’s request, Supplier shall assist Chordiant or Successor in obtaining
        directly from third parties any Software or substitute therefor for which
        Chordiant or Successor does not assume the applicable third party
        agreements.  Supplier shall assist Chordiant and Successor in
        exercising the rights obtained by Supplier pursuant to Section 13.2
        to purchase maintenance and support for all Supplier Third-Party Software
        on a
        most favored customer basis.

       

      (ii)  With
        respect to license agreements for Third Party Software and Tools subject
        to
Section 26.3(c)(i),
        subject to Chordiant’s approval, Chordiant shall pay actual costs of obtaining
        any assignment or other permission necessary for Chordiant to continue using
        such Software and Tools after the Termination Assistance Period.

       

      (d)  Remote
        Access.  Upon Chordiant’s request, with respect to any
        Software or Tools used to provide the Services as of the time of Chordiant’s
        request, or, if such request is made during the Termination Assistance Period,
        then used to provide the Services as of the last day of the Term, and that
        Supplier or Supplier Agents operate on Equipment located at one or more Supplier
        Service Locations, during the Termination Period, Supplier shall, and shall
        cause Supplier Agents to, provide to Chordiant or Successor remote access
        to and
        use of such Software and Tools together with all hosting, maintenance, support
        and other services required for Chordiant or Successor to use such Software
        and
        Tools to enable Chordiant to receive services similar to the Services, all
        on
        terms, conditions, and prices agreed upon by Supplier and Chordiant or
        Successor, which shall in no event be less favorable to Chordiant or Successor
        than Supplier’s then-current standard terms, conditions, and prices for such
        services provided to similar customers.

       

      (e)  Agreements.  Upon
        Chordiant’s request at any time during the Termination Assistance Period,
        Supplier shall, and shall reasonably request or make efforts such that Supplier
        Agents, (i) assign to Chordiant or its designee leases for some or all of
        the
        Equipment used primarily to provide the Services as of the last day of the
        Term;
        (ii) assign to Chordiant any contracts for services provided by third parties
        and used to provide Services; and (iii) sell to Chordiant, at the lesser
        of the
        Supplier's then-current book value or depreciated value, some or all of the
        Equipment owned by Supplier or Supplier Agents and used primarily to provide
        the
        Services (and all user and other documentation in its possession that relates
        to
        such Equipment) free and clear of all liens, security interests or other
        encumbrances.  Upon Chordiant’s request, Supplier shall, and shall
        reasonably request or make efforts such that Supplier Agents, assist Chordiant
        or Successor in obtaining directly from third parties any third party services
        for which Chordiant or Successor does not elect to assume the applicable
        third
        party agreements.

       

      (f)  Network
        Services.  To the extent that Supplier has incorporated
        Chordiant’s network into any Supplier network, Supplier shall, and shall cause
        Supplier Agents to, continue to provide network services during the Termination
        Assistance Period at the then current rates in the Agreement for such service
        as
        requested by Chordiant, in order to permit Chordiant or Successor to establish
        its own network in an orderly manner.

       

      27.  Indemnities.

       

      27.1  Indemnity
        by Chordiant.  Chordiant shall indemnify Supplier from, and
        defend and hold Supplier harmless from and against, any Losses suffered,
        incurred or sustained by Supplier or to which Supplier becomes subject,
        resulting from, arising out of or relating to any third party
        claim:

       

      (a)  that
        the Chordiant Proprietary Software infringes upon the proprietary rights
        of any
        third party (except as may have been caused by a modification by Supplier
        or
        Supplier Agents);

       

      (b)  relating
        to the inaccuracy, untruthfulness or breach of any representation or warranty
        made by Chordiant in Section 21.1;

       

      (c)  relating
        to Chordiant’s or Chordiant Agents’ failure to obtain, maintain or comply with
        the Chordiant Governmental Approvals;

       

      (d)  relating
        to personal injury (including death) or property loss or damage resulting
        from
        Chordiant’s acts or omissions; and

       

      (e)  relating
        to a breach of any of the covenants in Section 22.1.

       

      27.2  Indemnity
        by Supplier.  Supplier shall indemnify Chordiant from, and
        defend and hold Chordiant harmless from and against, any Losses suffered,
        incurred or sustained by Chordiant or to which Chordiant becomes subject,
        resulting from, arising out of or relating to any claim:

       

      (a)  that
        the Services, Supplier Software, Supplier Tools, Supplier Equipment, Work
        Product and any other resources or items used by Supplier or furnished to
        Chordiant by Supplier or Supplier Agents in providing the Services infringe
        upon
        the proprietary or other rights of any third party;

       

      (b)  the
        Supplier’s or Supplier’s Agents’ interview, hiring and/or personnel transfer
        processes or claims arising out of the employer-employee relationship (including
        termination) between the Supplier or a Supplier Agent and any Transitioned
        Personnel after his or her start date;

       

      (c)  relating
        to the Services or this Agreement brought by a Supplier Agent or personnel
        thereof;

       

      (d)  Supplier
        is required to insure against under this Agreement;

       

      (e)  by
        a third party that does not arise out of or relate to a relationship with
        Chordiant but arises from or relates to the actions of the Supplier or a
        Supplier Agent;

       

      (f)  by
        a third party arising from Services or Systems provided by Supplier or Supplier
        Agents from a Service Location that is shared with other customers of
        Supplier;

       

      (g)  relating
        to the inaccuracy, untruthfulness or breach of any representation or warranty
        made by Supplier in Section 21.2;

       

      (h)  relating
        to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the
        Consents and Supplier Governmental Approvals;

       

      (i)  relating
        to (i) a violation of Law for the protection of persons or members of a
        protected class or category of persons by Supplier or Supplier Agents, including
        unlawful discrimination, (ii) work-related injury, except as may be covered
        by
        Supplier’s workers’ compensation plan, or death caused by Supplier or Supplier
        Agents, (iii) accrued employee benefits not expressly retained by Chordiant,
        (iv) any representations, oral or written, made by Supplier or Supplier Agents
        to Chordiant employees or contractors, including the Affected Employees and
        Affected Contractors and (v) any other aspect of the Affected Employees’ or
        Affected Contractors’ employment or other relationship with Supplier or
        termination thereof by Supplier (including claims for breach of an express
        or
        implied contract of employment);

       

      (j)  relating
        to Supplier’s breach of Section 10.3,
        10.4,
        or 10.5;

       

      (k)  relating
        to any amounts, including taxes, interest and penalties, assessed against
        Chordiant that are the obligation of Supplier pursuant to Article 18;

       

      (l)  relating
        to personal injury (including death) or property loss or damage resulting
        from
        Supplier’s or Supplier Agents’ acts or omissions;

       

      (m)  relating
        to a breach of Supplier’s obligations with respect to Chordiant Data (including
Article 14);

       

      (n)  relating
        to a breach of Article 20;
        and

       

      (o)  relating
        to a breach of any of the covenants in Section 22.2.

       

      Supplier
        shall indemnify Chordiant from any costs and expenses incurred in connection
        with the enforcement of this Section 27.2.

       

      27.3  Obligation
        to Replace.  In the event that any use of the Services, any
        technology used to provide the Services, or any item provided to Chordiant
        by
        Supplier or Supplier Agents, is, or in Chordiant’s opinion is likely to be, (i)
        found to infringe upon or misappropriate the Intellectual Property Rights
        of any
        third party or (ii) enjoined, Supplier shall, with Chordiant’s consent and at
        Supplier’s own cost and expense and in such a manner as to minimize disturbance
        to Chordiant’s business activities:

       

      (a)  obtain
        for Chordiant the right to continue using the Services, any technology used
        to
        provide the Services, or any item provided to Chordiant by Supplier or Supplier
        Agents; or

       

      (b)  modify
        the Services, any technology used to provide the Services, or any item provided
        to Chordiant by Supplier or Supplier Agents, so that it is no longer infringing
        (provided that such modification does not adversely affect Chordiant’s intended
        use as contemplated by this Agreement); or

       

      (c)  replace
        the Services, any technology used to provide the Services, or any item provided
        to Chordiant by Supplier or Supplier Agents with a non-infringing functional
        equivalent.

       

      In
        addition to the remedies set forth above, Supplier shall remain responsible
        for
        providing Services in accordance with this Agreement.  If Supplier is
        unable to provide Services or to implement a work around for the provision
        of
        Services, then Chordiant may, upon notice to Supplier, obtain from a third
        party
        or itself provide those Services which Supplier failed to provide, and an
        equitable adjustment shall be made to the Fees.

       

      27.4  Indemnification
        Procedures.  If any third party claim is commenced against a
        person or entity entitled to indemnification under Section 27.1
        or Section 27.2
        (the “Indemnified Party”), notice thereof shall be given to the
        Party that is obligated to provide indemnification (the “Indemnifying
        Party”) as promptly as practicable.  If, after such notice,
        the Indemnifying Party shall acknowledge that this Agreement applies with
        respect to such claim, then the Indemnifying Party shall be entitled, if
        it so
        elects, in a notice promptly delivered to the Indemnified Party, but in no
        event
        less than ten (10) days prior to the date on which a response to such claim
        is
        due, to immediately take control of the defense and investigation of such
        claim
        and to employ and engage attorneys reasonably acceptable to the Indemnified
        Party to handle and defend the same, at the Indemnifying Party’s sole cost and
        expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying
        Party, in all reasonable respects with the Indemnifying Party and its attorneys
        in the investigation, trial and defense of such claim and any appeal arising
        therefrom; provided, however, that the Indemnified Party may, at its own
        cost
        and expense, participate, through its attorneys or otherwise, in such
        investigation, trial and defense of such claim and any appeal arising therefrom.
        No settlement of a claim that involves a remedy other than the payment of
        money
        by the Indemnifying Party shall be entered into without the consent of the
        Indemnified Party. After notice by the Indemnifying Party to the Indemnified
        Party of its election to assume full control of the defense of any such claim,
        the Indemnifying Party shall not be liable to the Indemnified Party for any
        legal expenses incurred thereafter by such Indemnified Party in connection
        with
        the defense of that claim. If the Indemnifying Party does not assume full
        control over the defense of a claim subject to such defense as provided in
        this
        Section, the Indemnifying Party may participate in such defense, at its sole
        cost and expense, and the Indemnified Party shall have the right to defend
        the
        claim in such manner as it may deem appropriate, at the cost and expense
        of the
        Indemnifying Party.

       

      28.  Damages.

       

      28.1  Damages.  In
        no event shall Chordiant or Supplier be liable for any indirect, incidental,
        special, or consequential damages, arising out of or relating to its performance
        or failure to perform under this Agreement, even if advised of the possibility
        of such damages. Notwithstanding the foregoing,
        the liability of Chordiant, whether based on an action or claim in contract,
        equity, negligence, tort or otherwise, for any event, act or omission [
        * ].

       

      28.2  Basis
        of the Bargain.  Each Party acknowledges
        that the foregoing limitations are an essential element of the Agreement
        between
        the Parties and that in the absence of such limitations the pricing and other
        terms set forth in this Agreement would be substantially different.

       

      28.3  Exclusions.  The
        limitations or exculpations of liability set forth in Section 28.1 shall
        not apply to (a) the failure of (i) Chordiant to make payments of Fees, or
        (ii)
        Supplier to issue credits (including Performance Credits) or otherwise make
        payments due under this Agreement, (b) indemnification claims, as set forth
        in
Article 27,
        (c) breaches of Article 20,
        (d) Supplier obligations with respect to Chordiant Data (including
        Article 14), (e)
        liability resulting from the fraud, gross negligence, recklessness, or
        intentional or willful misconduct of Supplier, (f) damages occasioned by
        Supplier’s wrongful termination of the Agreement, abandonment of work performed
        or to be performed, or willful refusal to provide the Services, and (g) cost
        of
        cover (including costs of reconstructing and loading data, costs of implementing
        work-arounds, costs to procure replacement products or services from an
        alternate source, overtime, straight time, and related expenses and allocated
        overhead (including travel, lodging, and wages) incurred by Chordiant as
        a
        result of Supplier’s breach.

       

      29.  Insurance. 

       

      29.1  Documentation.  Supplier
        shall provide to Chordiant within ten (10) business days after the Effective
        Date evidence of all insurance required hereunder, and thereafter at any
        time
        any insurance policy covered in this Article 29
        is renewed, or upon request by Chordiant, during the Term and the Termination
        Assistance Period (except with respect to “claims made” policies for which
        Supplier shall provide evidence of insurance for three (3) years after the
        End
        Date).  The insurance companies providing such insurance must have an
        A.M. Best rating of A- or better and be licensed or authorized to conduct
        business in all states in which Chordiant does business.  All policies
        and certificates of insurance shall be written as primary policies with respect
        to Services performed and products supplied by Supplier and Supplier Agents
        and
        not written as policies contributing to, or to be used in excess of the
        Chordiant insurance policies or any self-insurance program in which Chordiant
        may participate with respect to such Services and products, unless due to
        the
        gross negligence or willful misconduct of Chordiant.  The provisions
        of this Article 29
        shall in no way limit the liability of Supplier.  The obligations
        under this Article 29
        are mandatory; failure of Chordiant to request certificates of insurance
        or
        insurance policies shall not constitute a waiver of Supplier’s obligations and
        requirements to maintain the minimal coverages specified.  Supplier
        shall maintain, in its files, evidence of all subcontractors' insurance
        coverage.

       

      29.2  Types
        and Amounts.  During the Term and the
        Termination Assistance Period, and at its own cost and expense, Supplier
        shall,
        and shall cause all Supplier Agents to, obtain and maintain the following
        insurance coverage: 

       

      (i)  Commercial
        General liability insurance with a combined single annual aggregate limit
        of not
        less than [ * ].

       

      (ii)  Errors
        and Omission insurance in an amount not less than [ * ] per
        claim and not less than [ * ] in the aggregate.

       

      (iii)  Workers'
        compensation insurance and other insurance as required by statute in the
        state
        in which the work shall be performed.  Coverage shall include
        Employers Liability with a limit not less that [ * ] for each
        occurrence.

       

      (iv)  Automobile
        Liability insurance covering owned and unowned vehicles with a combined single
        limit of not less than [ * ].

       

      (v)  All
        risk property insurance covering all risk of physical loss or damage, including
        as a result of flood or earthquake, for the replacement value of any Chordiant
        owned or leased property and papers on Supplier’s premises.

       

      (vi)  If
        Supplier purchases "claims made" insurance, all acts and omissions of Supplier
        and its representatives and agents, shall be, during the Term and the
        Termination Assistance Period, "continually covered" notwithstanding the
        termination of this Agreement or the provisions of this Agreement allowing
        Supplier to purchase "claims made" insurance coverage.  In order for
        the acts and omissions of Supplier and its representatives and agents to
        be
        "continually covered" there must be insurance coverage for the entire period
        commencing on the Effective Date of this Agreement and ending on the date
        that
        is at a minimum three (3) years after the End Date, and such insurance must
        satisfy the liability coverage requirements provided for in this
        Agreement.  Supplier acknowledges and agrees that the provisions of
        this Article 29
        may require Supplier to purchase "tail insurance" if its coverage lapses
        or
        "nose insurance" and/or "tail insurance" if Supplier changes insurance carriers,
        even after this Agreement is terminated.

       

      29.3  Policy
        Requirements.  Chordiant shall be listed on
        all such insurance policies (except workers’ compensation insurance) obtained by
        Supplier and Supplier Agents as "Additional Insureds" up to the amount required
        of Supplier under this Agreement.  If a "claims made" policy is
        purchased, then Supplier shall also purchase adequate "tail coverage" for
        claims
        made against Chordiant after such policy has lapsed or been canceled or this
        Agreement is no longer in effect.  The provisions of Section 28.1
        shall not be deemed to limit the liability of Supplier hereunder, or limit
        any
        rights that Chordiant may have including, without limitation, rights of
        indemnity or contribution.

       

      29.4  Risk
        of Loss.  Supplier is responsible for the
        risk of loss of, or damage to, any property of Chordiant at a Supplier Service
        Location, unless such loss or damage was caused by the acts or omissions
        of
        Chordiant or a Chordiant Agent.

       

      30.  Transfer
        Option. 

       

      30.1  Exercise. At
        any time after [ * ], Chordiant will have the option to acquire
        Supplier’s resources and associated infrastructure for providing the Services
        and hire the EDC Personnel on terms and conditions set forth in this
        Agreement.  The Transfer Agreement will include agreed upon terms,
        conditions, covenants, and warranties covering the transferred business,
        which
        the Parties agree to negotiate in good faith.

       

      30.2  Terms.  The
        terms for the transfer are set forth in Exhibit 22, which the Parties
        acknowledge and agree includes all components of compensation to Supplier
        for
        the transfer.

       

      31.  MISCELLANEOUS
        PROVISIONS. 

       

      31.1  Noncompete.  During
        the term of this Agreement, Supplier will not provide services similar to
        those
        it is providing under this Agreement to Chordiant’s competitors listed in
Exhibit 18 (“Competitors”).  In addition,
        Supplier will not perform any work of any kind for a Competitor in the same
        physical facility where it is performing Chordiant Services, or by any Supplier
        staff who has performed Services for Chordiant during the previous six (6)
        months.  Supplier will provide Chordiant with prompt written notice in
        the event that it is engaged by a Competitor.

       

      31.2  Assignment.  Neither
        Party shall, without the consent of the other Party, assign this Agreement
        or
        any amounts payable pursuant to this Agreement, except that Chordiant may
        assign
        this Agreement, in whole or in part, to (i) an Affiliate or another entity
        or
        business unit of Chordiant, or (ii) pursuant to a Change in Control of
        Chordiant, a reorganization of Chordiant, or a transfer or sale of any business
        unit, line of business, product line, or substantial portion of its assets,
        without such consent.  Upon Chordiant’s assignment of this Agreement,
        Chordiant shall be released from any obligation or liability under this
        Agreement.  The consent of a Party to any assignment of this Agreement
        shall not constitute such Party’s consent to further assignment. This Agreement
        shall be binding on the Parties and their respective successors and permitted
        assigns. Any assignment in contravention of this subsection shall be void
        and of
        no force or effect.

       

      31.3  Notices.  Except
        as otherwise specified in this Agreement, all notices, requests, consents,
        approvals, agreements, authorizations, acknowledgements, waivers and other
        communications required or permitted under this Agreement shall be in
        writing.  Wherever under this Agreement one Party is required to give
        notice to the other, such notice shall be deemed effective:  (a) three
        (3) calendar days after deposit in the United States Mail, postage prepaid,
        certified or registered mail, return receipt requested; (b) one (1) business
        day
        after deposit with a national overnight courier; (c) if given by facsimile,
        that
        day such facsimile is sent, provided confirmation of such notice is also
        sent by
        national overnight courier or delivered in person; or (d) upon delivery if
        delivered in person or by messenger, in each case, addressed to the following
        addresses (or such other address as either Party may be notified of as described
        above):

       

      To
        Chordiant:                                             [
        * ], VP and General Counsel

      20400
        Stevens Creek Blvd.

      Cupertino,
        CA 95014

      U.S.A.

      Main
        Telephone: (408)
        517-6100

      Facsimile
        Number: (408)
        517-0270

      


      With
        a copy
        to:                                           [
        * ], Chief Financial Officer

      20400
        Stevens Creek Blvd.

      Cupertino,
        CA 95014

      U.S.A.

      Main
        Telephone: (408)
        517-6100

      Facsimile
        Number: (408)
        517-0270

      


      To
        Supplier:                                             [
        * ]

      Executive
        Vice President, Managed
        Labs

      Ness
        Global Services,
        Inc.

      2001
        Gateway Place

      Suite
        610 West

      San
        Jose, CA 95110

      U.S.A.

      Main
        Telephone: (408)
        467-9340

      Facsimile
        Number: (408)
        452-0299

      


      With
        a copy
        to:                                           [
        * ]

      General
        Counsel

      Ness
        Global Services,
        Inc.

      160
        Technology Drive

      Canonsburg,
        PA 15317

      U.S.A.

      Main
        Telephone: (724)
        745-7100

      Facsimile
        Number: (724)
        745-6494

       

      Either
        Party may change its address or telecopy number for notification purposes
        by
        giving the other Party ten (10) days notice of the new address or telecopy
        number and the date upon which it shall become effective.

       

      31.4  Counterparts.  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which taken together shall constitute one
        single
        agreement between the Parties.  The Parties agree that for documents
        related to the Agreement requiring execution, including this Agreement, each
        will accept facsimile signatures, followed by originals within five (5) business
        days.

       

      31.5  Relationship.  The
        Parties intend to create an independent contractor relationship and nothing
        contained in this Agreement shall be construed to make either Chordiant or
        Supplier partners, joint venturers, principals, agents (except as expressly
        set
        forth in Article 6.4)
        or employees of the other.  No officer, director, employee, agent,
        affiliate or contractor retained by Supplier to perform work on Chordiant’s
        behalf under this Agreement shall be deemed to be an employee, agent or
        contractor of Chordiant. Neither Party shall have any right, power or authority,
        express or implied, to bind the other.

       

      31.6  Non-Exclusivity.  Nothing
        in this Agreement shall be construed as a requirements contract, and
        notwithstanding anything to the contrary contained herein, this Agreement
        shall
        not be interpreted to prevent Chordiant from obtaining from third parties,
        or
        providing to itself, any of the Services described in this Agreement (whether
        Base Services, services under a New Line of Business, or otherwise) or services
        similar thereto.

       

      31.7  Consents,
        Approvals and Requests.  Except as
        specifically set forth in this Agreement, all consents and approvals to be
        given
        by either Party under this Agreement shall not be unreasonably withheld or
        delayed and each Party shall make only reasonable requests under this
        Agreement.

       

      31.8  Severability.  If
        any provision of this Agreement is held by a court of competent jurisdiction
        to
        be contrary to Law, then the remaining provisions of this Agreement, if capable
        of substantial performance, shall remain in full force and effect.

       

      31.9  Waivers.  No
        delay or omission by either Party to exercise any right or power it has under
        this Agreement shall impair or be construed as a waiver of such right or
        power.
        A waiver by any Party of any breach or covenant shall not be construed to
        be a
        waiver of any succeeding breach or any other covenant. All waivers must be
        signed by the Party waiving its rights.

       

      31.10  Timing
        and Cumulative Remedies.  Supplier
        acknowledges and agrees that time is of the essence with respect to its
        performance of its obligations under this Agreement.  No right or
        remedy herein conferred upon or reserved to either Party is exclusive of
        any
        other right or remedy, and each and every right and remedy shall be cumulative
        and in addition to any other right or remedy under this Agreement, or under
        applicable law, whether now or hereafter existing.

       

      31.11  Entire
        Agreement.  This Agreement and the Exhibits
        to this Agreement represent the entire agreement between the Parties with
        respect to its subject matter, and there are no other representations,
        understandings or agreements between the Parties relative to such subject
        matter.

       

      31.12  Amendments.  No
        amendment to, or change, waiver or discharge of, any provision of this Agreement
        shall be valid unless in writing and signed by, in the case of Chordiant,
        the
        Chordiant Account Executive, and in the case of Supplier, the Supplier Account
        Executive.

       

      31.13  Survival.  The
        terms of Articles 1,
        13,
        14,
        18,
        19,
        20,
        23,
        26,
        27,
        28,
        and 31
        (except 31.1) shall survive the expiration or termination of this
        Agreement.

       

      31.14  Third
        Party Beneficiaries.  Except with respect to
        the Chordiant Affiliates, each Party intends that this Agreement shall not
        benefit, or create any right or cause of action in or on behalf of, any person
        or entity other than the Parties.

       

      31.15  Governing
        Law and Venue. The rights and obligations of the
        Parties under this Agreement shall be governed in all respects by the laws
        of
        the United States and the State of California, without regard to conflicts
        of
        laws principles that would require the application of the laws of any other
        jurisdiction.  Supplier (including, for purposes of this section, its
        Affiliates) agrees that it shall only bring any action or proceeding arising
        from or relating to this Agreement in a federal court in the Northern District
        of California or in state court in Santa Clara County, California, and Supplier
        irrevocably submits to the personal jurisdiction and venue of any such court
        in
        any such action or proceeding or in any action or proceeding brought in such
        courts by Chordiant.  Supplier further irrevocably consents to the
        service of process from any of the aforesaid courts by mailing copies thereof
        by
        registered or certified mail, postage prepaid, to Supplier at its address
        designated pursuant to this Agreement, with such service of process to become
        effective thirty (30) days after such mailing. 

       

      31.16  Injunctive
        Relief.  The Parties acknowledge and agree
        that monetary damages may be inadequate to compensate for a breach of the
        provisions contained in Article 13,
        14,
        16,
        or 20,
        or other provisions of this Agreement that would give rise to irreparable
        harm.  In the event of such breach, Chordiant may be entitled to seek
        injunctive relief and any and all other remedies available at law or in
        equity.  This Section in no way limits the liability or damages that
        may be assessed against Supplier in the event of a breach by Supplier of
        any of
        the provisions of this Agreement.  Supplier further acknowledges and
        agrees that in the event Chordiant brings an action seeking injunctive relief
        in
        India, such action shall have no bearing on the Parties’ agreement with respect
        to jurisdiction and venue set forth in Section 31.15,
        and Chordiant does not thereby submit to jurisdiction in India.

       

      31.17  Supplier
        Authority.  Ness Technologies, Ness Global
        and Ness India hereby agree that Ness Global has full right, power, and
        authority to grant approvals and consents under this Agreement, to amend
        this
        Agreement, and to otherwise act under this Agreement, for and on behalf of
        Ness
        Technologies, Ness Global and Ness India.  Unless otherwise approved
        by Chordiant, Ness Global shall act for Supplier under this Agreement and
        shall
        be Chordiant’s single point of contact for all approvals, consents, and other
        matters relating to this Agreement.  Ness Technologies, Ness Global
        and Ness India hereby agree that they are jointly and severally liable for
        all
        responsibilities and liabilities of Supplier arising out of or relating to
        this
        Agreement.

       

      31.18  Covenant
        of Further Assurances.  Chordiant and
        Supplier covenant and agree that, subsequent to the execution and delivery
        of
        this Agreement and, without any additional consideration, each of Chordiant
        and
        Supplier shall execute and deliver any further legal instruments and perform
        any
        acts that are or may become necessary to effectuate the purposes of this
        Agreement.

       

      31.19  Bankruptcy.  The
        Parties acknowledge and agree that the intellectual property provisions of
        this
        Agreement constitute licenses of an intellectual property right by Supplier
        to
        Chordiant as such term is used in Section 365(n) of Title 11 of the United
        States Code.

       

      31.20  Export.  Chordiant
        and Supplier shall not knowingly export or re-export any personal computer
        system, part, technical data or sub-elements under this Agreement, directly
        or
        indirectly, to any destinations prohibited by the United States Government.
        The
        term “technical data” in this context, means such data as is defined as
        technical data by applicable United States export regulations.

       

      31.21  Conflict
        of Interest.  Supplier shall not pay any
        salaries, commissions, fees or make any payments or rebates to any employee
        of
        Chordiant, or to any designee of such employee, or favor any employee of
        Chordiant, or any designee of such employee, with gifts or entertainment
        of
        significant cost or value or with services or goods sold at less than full
        market value. Supplier agrees that its obligation to Chordiant under this
        Section shall also be binding upon Supplier Agents. Supplier further agrees
        to
        insert the provisions of this Section in each contract with a Supplier
        Agent.

       

      31.22  Publicity.  Each
        Party shall (a) submit to the other all advertising, written sales promotions,
        press releases and other publicity matters relating to this Agreement in
        which
        the other Party’s name or mark is mentioned or which contains language from
        which the connection of said name or mark may be inferred or implied, and
        (b)
        not publish or use such advertising, sales promotions, press releases or
        publicity matters without the other Party’s consent.

       

      31.23  Good
        Faith and Fair Dealing.  In entering into this Agreement,
        Chordiant and Supplier each acknowledge and agree that all aspects of the
        worldwide business relationship and dealings between Chordiant and Supplier
        contemplated by this Agreement shall be governed by the fundamental principle
        of
        good faith and fair dealing except as otherwise explicitly provided
        herein.

       

      In
        Witness Whereof, each of Chordiant and Supplier has caused this
        Agreement to be signed and delivered by its duly authorized
        representative.

       

      Chordiant
        Software, Inc.

       

      By:/s/
        Donald
        Morrison                                                                          

      Name:  Donald
        Morrison

      Title:  Executive
        Vice President

       

      Ness
        Technologies, Inc.

       

      By:/s/
        Steven I.
        Farbman                                                                          

      Name:  Steven
        I. Farbman

      Title:  General
        Counsel

       

      Ness
        Global Services, Inc.

       

      By:/s/
        Steven I.
        Farbman                                                                          

      Name:  Steven
        I. Farbman

      Title:  General
        Counsel

      


      Ness
        Technologies India Ltd.

       

      By:/s/
        Steven I.
        Farbman                                                                          

      Name:  Steven
        I. Farbman

      Title:  General
        Counsel

      



      
        
                

                              [
              * ]
           = Certain
              Confidential Information Contained In This Document, Marked By Brackets,
                        Has Been Omitted And
              Filed Separately W
          ith The Securities
              And Exchange Commission Pursuant To Rule 24b-2 Of The Securities Exchange
              Act Of
              1934, As Amended.
              

             
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

        

      


      


       

      MASTER
        SERVICES AGREEMENT

       

      By
        and Between

       

      Chordiant
        Software, Inc.

       

      And

       

      Ness
        Technologies, Inc.

       

      Ness
        Global Services, Inc.

       

      Ness
        Technologies India Ltd.

       

      December
        15, 2003


      
        
                

                              [
              * ]
           = 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
              Ex
          change Act Of 1934,
              As Amended.               

             
    

           

        

        
           

          
            

          

        

        
           

        

      


      Table
        of Exhibits and Attachments

      


      Exhibit
        1                                           Definitions

      


      Exhibit
        2.1                                                      Product
        Support Line of Business (LoB) Description

      (Attachment
        2.1-A                                           Product
        Support LoB SOW)

      Exhibit
        2.2                                                      Product
        Sustaining Line of Business Description

      (Attachment
        2.2-A                                           Product
        Sustaining LoB SOW)

      Exhibit
        2.3                                                      Product
        Test Line of Business Description

      (Attachment
        2.3-A                                           Product
        Test LoB SOW)

      Exhibit
        2.4                                                      Development
        Line of Business Description

      (Attachment
        2.4-A                                           Development
        LoB SOW)

      


      Exhibit
        3                                           Service
        Levels

      (Attachment
        3-A                                           Product
        Support SLA)

      (Attachment
        3-B                                           Product
        Sustaining SLA)

      (Attachment
        3-C                                           Product
        Test SLA)

      (Attachment
        3-D                                           Development
        SLA)

      


      Exhibit
        4                                           Pricing

      (Attachment 4-A                                           Service
        Fees)

      (Attachment 4-B                                           Travel
        and Expense Policy)

      (Attachment
        4-C                                           Termination
        Fee)

      


      Exhibit
        5                                           Human
        Resources

      (Attachment 5-A                                           EDC
        Personnel, Key Supplier Personnel)

      (Attachment 5-B                                           Resource
        Ramp-up Plan)

      (Attachment 5-C                                           Resource
        Skill Profile)

      (Attachment
        5-D                                           Form
        of PIIA)

      


      Exhibit
        6                                           Governance

      (Attachment
        6-A                                           Committee
        Relationships & Memberships)

      (Attachment
        6-B                                           Policies
& Procedures Manual)

      


      Exhibit
        7                                           Facility
        Locations and Standards, Chordiant Affiliates

      (Attachment 7-A                                           Chordiant
        Sites)

      (Attachment 7-B                                           Supplier
        Sites)

      (Attachment 7-C                                           Infrastructure
        Lab Standards)

      (Attachment 7-D                                           Chordiant
        Affiliates)

      


      Exhibit
        8                                           Infrastructure

      (Attachment 8-A                                           Hardware
        Requirements)

      (Attachment 8-B                                           Software
        Requirements)

      (Attachment 8-C                                           Communications
        Requirements)

      


      Exhibit
        9                                           Reports

      (Attachment
        9-A                                           Form
        of Project Report)

      


      Exhibit
        10                                                      Customer
        Satisfaction Surveys

      (Attachment
        10-A                                           Sample
        Customer Survey)

      


      Exhibit
        11                                                      Disaster
        Recovery Plan

      


      Exhibit
        12                                                      Security

      (Attachment
        12-A                                           Data
        Security)

      (Attachment
        12-B                                           Physical
        Security)

      (Attachment
        12-C                                           European
        Directive on Data Protection)

      


      Exhibit
        13                                                      Shared
        Common Services

      


      Exhibit
        14                                                      Refresh
        Standards

      


      Exhibit
        15                                                      {Intentionally
        Left Blank}

      


      Exhibit
        16                                                      Transition
        Plan

      


      Exhibit
        17                                                      Benchmarkers

      


      Exhibit
        18                                                      Competitors

      


      Exhibit
        19                                                      Deliverables

      (Attachment
        19-A                                           Supplier
        Background Technology)

      (Attachment
        19-B                                           Third
        Party Materials)

      (Attachment
        19-C                                           Open
        Source Code)

      


      Exhibit
        20                                                      {Intentionally
        Left Blank}

      


      Exhibit 21                                                      {Intentionally
        Left Blank}

      


      Exhibit
        22                                                      Transfer
        Option

      


      


      



      
        
                

                              [
              * ]
           = 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.
              

             
      
                    

            
              	 	                

                                        --                
              	 


            
      
    

           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                1.

              	
                DEFINITIONS
                  AND CONSTRUCTION 

              	
                1

              


      

       

      
        	
                 

              	
                1.1

              	
                Definitions 

              	
                1

              


      

       

      
        	
                 

              	
                1.2

              	
                Interpretation. 

              	
                1

              


      

       

      
        	
                 

              	
                1.3

              	
                Order
                  of Precedence. 

              	
                2

              


      

       

      
        	
                2.

              	
                TERM 

              	
                2

              


      

       

      
        	
                 

              	
                2.1

              	
                Initial
                  Term. 

              	
                2

              


      

       

      
        	
                 

              	
                2.2

              	
                Renewal
                  and Extension. 

              	
                2

              


      

       

      
        	
                3.

              	
                SERVICES 

              	
                2

              


      

       

      
        	
                 

              	
                3.1

              	
                Base
                  Services Defined 

              	
                2

              


      

       

      
        	
                 

              	
                3.2

              	
                Provision
                  of Services 

              	
                3

              


      

       

      
        	
                 

              	
                3.3

              	
                Improved
                  Technology 

              	
                4

              


      

       

      
        	
                 

              	
                3.4

              	
                Governmental
                  Approvals 

              	
                5

              


      

       

      
        	
                 

              	
                3.5

              	
                Changes
                  in Law 

              	
                5

              


      

       

      
        	
                 

              	
                3.6

              	
                Existing
                  Technology; Architecture and Standards 

              	
                6

              


      

       

      
        	
                 

              	
                3.7

              	
                Knowledge
                  Sharing 

              	
                6

              


      

       

      
        	
                 

              	
                3.8

              	
                Reports 

              	
                6

              


      

       

      
        	
                 

              	
                3.9

              	
                Schedule
                  Management 

              	
                6

              


      

       

      
        	
                 

              	
                3.10

              	
                Procurement 

              	
                6

              


      

       

      
        	
                4.

              	
                TRANSITION;
                  ACQUISITIONS AND DIVESTITURES; COOPERATION 

              	
                7

              


      

       

      
        	
                 

              	
                4.1

              	
                Transition
                  Services 

              	
                7

              


      

       

      
        	
                 

              	
                4.2

              	
                Transition
                  Milestones 

              	
                7

              


      

       

      
        	
                 

              	
                4.3

              	
                Transitioned
                  Personnel 

              	
                7

              


      

       

      
        	
                 

              	
                4.4

              	
                Acquisitions,
                  New Chordiant Affiliates, and
                  Divestitures7

              


      

       

      
        	
                 

              	
                4.5

              	
                Cooperation
                  with Third Parties. 

              	
                8

              


      

       

      
        	
                5.

              	
                NEW
                  LINES OF BUSINESS 

              	
                9

              


      

       

      
        	
                 

              	
                5.1

              	
                New
                  Lines of Business 

              	
                9

              


      

       

      
        	
                 

              	
                5.2

              	
                Fees
                  for A New Line of Business. 

              	
                10

              


      

       

      
        	
                 

              	
                5.3

              	
                Third
                  Party Services 

              	
                10

              


      

       

      
        	
                6.

              	
                CHORDIANT
                  RESPONSIBILITIES 

              	
                10

              


      

       

      
        	
                 

              	
                6.1

              	
                Chordiant
                  Account Executive 

              	
                10

              


      

       

      
        	
                 

              	
                6.2

              	
                Chordiant
                  Resources 

              	
                10

              


      

       

      
        	
                 

              	
                6.3

              	
                Use
                  of Chordiant Facilities 

              	
                11

              


      

       

      
        	
                 

              	
                6.4

              	
                Chordiant
                  Performance 

              	
                11

              


      

       

      
        	
                7.

              	
                {THIS
                  SECTION HAS INTENTIONALLY BEEN LEFT BLANK} 

              	
                11

              


      

       

      
        	
                8.

              	
                SERVICE
                  LEVELS 

              	
                12

              


      

       

      
        	
                 

              	
                8.1

              	
                Service
                  Levels 

              	
                12

              


      

       

      
        	
                 

              	
                8.2

              	
                Review
                  of Service Levels 

              	
                12

              


      

       

      
        	
                 

              	
                8.3

              	
                Root-Cause
                  Analysis 

              	
                12

              


      

       

      
        	
                 

              	
                8.4

              	
                Measurement
                  and Monitoring Tools 

              	
                12

              


      

       

      
        	
                 

              	
                8.5

              	
                Continuous
                  Improvement and Best Practices 

              	
                13

              


      

       

      
        	
                 

              	
                8.6

              	
                Performance
                  Credits 

              	
                13

              


      

       

      
        	
                9.

              	
                CUSTOMER
                  SATISFACTION AND BENCHMARKING 

              	
                13

              


      

       

      
        	
                 

              	
                9.1

              	
                Customer
                  Satisfaction Surveys 

              	
                13

              


      

       

      
        	
                 

              	
                9.2

              	
                Disputes. 

              	
                13

              


      

       

      
        	
                 

              	
                9.3

              	
                Benchmarking
                  Overview 

              	
                13

              


      

       

      
        	
                 

              	
                9.4

              	
                Benchmarking
                  Process 

              	
                14

              


      

       

      
        	
                 

              	
                9.5

              	
                Benchmark
                  Results, Review and Adjustments 

              	
                14

              


      

       

      
        	
                10.

              	
                SERVICE
                  LOCATIONS 

              	
                14

              


      

       

      
        	
                 

              	
                10.1

              	
                Service
                  Locations 

              	
                14

              


      

       

      
        	
                 

              	
                10.2

              	
                New
                  Service Locations 

              	
                14

              


      

       

      
        	
                 

              	
                10.3

              	
                Safety
                  and Security Procedures 

              	
                14

              


      

       

      
        	
                 

              	
                10.4

              	
                Data
                  Security 

              	
                15

              


      

       

      
        	
                 

              	
                10.5

              	
                Protection
                  of Chordiant Data and Chordiant Confidential
                  Information 

              	
                15

              


      

       

      
        	
                11.

              	
                SUPPLIER
                  STAFF 

              	
                15

              


      

       

      
        	
                 

              	
                11.1

              	
                General
                  Staffing 

              	
                15

              


      

       

      
        	
                 

              	
                11.2

              	
                Supplier
                  Account Executive 

              	
                16

              


      

       

      
        	
                 

              	
                11.3

              	
                Key
                  Supplier Personnel 

              	
                16

              


      

       

      
        	
                 

              	
                11.4

              	
                EDC
                  Personnel 

              	
                16

              


      

       

      
        	
                 

              	
                11.5

              	
                Supplier
                  Benefits 

              	
                18

              


      

       

      
        	
                 

              	
                11.6

              	
                Supplier
                  Buffer Resources 

              	
                18

              


      

       

      
        	
                 

              	
                11.7

              	
                Subcontractors 

              	
                18

              


      

       

      
        	
                 

              	
                11.8

              	
                Conduct
                  of Supplier Personnel 

              	
                19

              


      

       

      
        	
                 

              	
                11.9

              	
                Assignment
                  to Competitors 

              	
                19

              


      

       

      
        	
                12.

              	
                MANAGEMENT
                  AND CONTROL 

              	
                19

              


      

       

      
        	
                 

              	
                12.1

              	
                Governance 

              	
                19

              


      

       

      
        	
                 

              	
                12.2

              	
                Policies
                  and Procedures Manual. 

              	
                20

              


      

       

      
        	
                13.

              	
                PROPRIETARY
                  RIGHTS 

              	
                20

              


      

       

      
        	
                 

              	
                13.1

              	
                Ownership
                  of Background Technology 

              	
                20

              


      

       

      
        	
                 

              	
                13.2

              	
                Supplier
                  Software and Tools 

              	
                20

              


      

       

      
        	
                 

              	
                13.3

              	
                Work
                  Product 

              	
                21

              


      

       

      
        	
                 

              	
                13.4

              	
                Chordiant
                  Software 

              	
                22

              


      

       

      
        	
                 

              	
                13.5

              	
                Restrictions 

              	
                22

              


      

       

      
        	
                 

              	
                13.6

              	
                Further
                  Assurances 

              	
                22

              


      

       

      
        	
                 

              	
                13.7

              	
                Identification 

              	
                22

              


      

       

      
        	
                 

              	
                13.8

              	
                Web
                  Development 

              	
                23

              


      

       

      
        	
                 

              	
                13.9

              	
                Source
                  Code Delivery and Escrow 

              	
                23

              


      

       

      
        	
                 

              	
                13.10Support23

              


      

       

      
        	
                14.

              	
                DATA 

              	
                23

              


      

       

      
        	
                 

              	
                14.1

              	
                Ownership
                  and Use of Chordiant Data 

              	
                23

              


      

       

      
        	
                 

              	
                14.2

              	
                Correction
                  and Reconstruction 

              	
                23

              


      

       

      
        	
                 

              	
                14.3

              	
                Provision
                  of Data 

              	
                24

              


      

       

      
        	
                 

              	
                14.4

              	
                Data
                  Privacy 

              	
                24

              


      

       

      
        	
                15.

              	
                CONSENTS 

              	
                24

              


      

       

      
        	
                16.

              	
                CONTINUED
                  PROVISION OF SERVICES 

              	
                24

              


      

       

      
        	
                 

              	
                16.1

              	
                Disaster
                  Recovery Plan 

              	
                24

              


      

       

      
        	
                 

              	
                16.2

              	
                Force
                  Majeure 

              	
                25

              


      

       

      
        	
                 

              	
                16.3

              	
                No
                  Payment for Unperformed Services 

              	
                25

              


      

       

      
        	
                 

              	
                16.4

              	
                Allocation
                  of Resources 

              	
                25

              


      

       

      
        	
                17.

              	
                PAYMENTS 

              	
                25

              


      

       

      
        	
                 

              	
                17.1

              	
                Fees 

              	
                25

              


      

       

      
        	
                 

              	
                17.2

              	
                Adjustments 

              	
                26

              


      

       

      
        	
                 

              	
                17.3

              	
                Expenses 

              	
                26

              


      

       

      
        	
                 

              	
                17.4

              	
                Fee
                  Disputes 

              	
                26

              


      

       

      
        	
                 

              	
                17.5

              	
                Pass-Through
                  Savings 

              	
                26

              


      

       

      
        	
                 

              	
                17.6

              	
                Rights
                  of Set-Off 

              	
                26

              


      

       

      
        	
                 

              	
                17.7

              	
                Refundable
                  Items; Prepaid Expenses 

              	
                26

              


      

       

      
        	
                 

              	
                17.8

              	
                Due
                  Diligence. 

              	
                27

              


      

       

      
        	
                 

              	
                17.9

              	
                Additional
                  Fund 

              	
                27

              


      

       

      
        	
                              
                  17.10 

              	
                No
                  Other Charges                                                                                                 
                     27

              


      

       

      
        	          
                17.11	
                Most
                  Favored Customer                                                                                        27

              


      

       

      
        	
                18.

              	
                TAXES 

              	
                 27

              


      

       

      
        	
                 

              	
                18.1

              	
                Taxes 

              	
                27

              


      

       

      
        	
                 

              	
                18.2

              	
                Tax
                  Indemnity 

              	
                27

              


      

       

      
        	
                 

              	
                18.3

              	
                Relocation
                  of Services 

              	
                28

              


      

       

      
        	
                 

              	
                18.4

              	
                Other
                  Taxes 

              	
                28

              


      

       

      
        	
                 

              	
                18.5

              	
                Segregation
                  of Fees 

              	
                28

              


      

       

      
        	
                 

              	
                18.6

              	
                Tax
                  Disclosures 

              	
                28

              


      

       

      
        	
                19.

              	
                AUDITS 

              	
                28

              


      

       

      
        	
                 

              	
                19.1

              	
                Services 

              	
                28

              


      

       

      
        	
                 

              	
                19.2

              	
                Fees 

              	
                29

              


      

       

      
        	
                 

              	
                19.3

              	
                Other
                  Audits. 

              	
                29

              


      

       

      
        	
                 

              	
                19.4

              	
                Record
                  Retention 

              	
                29

              


      

       

      
        	
                 

              	
                19.5

              	
                Facilities 

              	
                29

              


      

       

      
        	
                20.

              	
                CONFIDENTIALITY 

              	
                29

              


      

       

      
        	
                 

              	
                20.1

              	
                General
                  Obligations 

              	
                29

              


      

       

      
        	
                 

              	
                20.2

              	
                Additional
                  Protective Measures 

              	
                30

              


      

       

      
        	
                 

              	
                20.3

              	
                Unauthorized
                  Acts 

              	
                31

              


      

       

      
        	
                21.

              	
                REPRESENTATIONS
                  AND WARRANTIES 

              	
                31

              


      

       

      
        	
                 

              	
                21.1

              	
                By
                  Chordiant 

              	
                31

              


      

       

      
        	
                 

              	
                21.2

              	
                By
                  Supplier 

              	
                31

              


      

       

      
        	
                 

              	
                21.3

              	
                DISCLAIMER 

              	
                33

              


      

       

      
        	
                22.

              	
                ADDITIONAL
                  COVENANTS 

              	
                33

              


      

       

      
        	
                 

              	
                22.1

              	
                By
                  Chordiant 

              	
                33

              


      

       

      
        	
                 

              	
                22.2

              	
                By
                  Supplier 

              	
                33

              


      

       

      
        	
                23.

              	
                DISPUTE
                  RESOLUTION 

              	
                34

              


      

       

      
        	
                 

              	
                23.1

              	
                Resolution
                  Procedures 

              	
                34

              


      

       

      
        	
                 

              	
                23.2

              	
                Arbitration 

              	
                35

              


      

       

      
        	
                 

              	
                23.3

              	
                Exclusions 

              	
                35

              


      

       

      
        	
                 

              	
                23.4

              	
                Continuity
                  of Services 

              	
                35

              


      

       

      
        	
                24.

              	
                TERMINATION 

              	
                35

              


      

       

      
        	
                 

              	
                24.1
                  

              	
                Termination
                  for Convenience 

              	
                35

              


      

       

      
        	
                              
                    25.3

              	
                Termination
                  for Change in Control of
                  Vendor                                                                                                                                                                                        
                       35

              


      

       

      
        	
                 

              	
                24.3

              	
                Termination
                  for Cause 

              	
                35

              


      

       

      
        	
                 

              	
                24.4

              	
                Termination
                  in Case of Insolvency or Adverse Financial Change 

              	
                36

              


      

       

      
        	
                25.

              	
                TERMINATION
                  FEES 

              	
                37

              


      

       

      
        	
                 

              	
                25.1

              	
                Termination
                  Fees 

              	
                37

              


      

       

      
        	
                 

              	
                25.2

              	
                Termination
                  Fees 

              	
                37

              


      

       

      
        	
                26.

              	
                TERMINATION
                  ASSISTANCE AND EXIT RIGHTS 

              	
                37

              


      

       

      
        	
                 

              	
                26.1

              	
                Termination
                  Assistance 

              	
                37

              


      

       

      
        	
                 

              	
                26.2

              	
                Payment 

              	
                37

              


      

       

      
        	
                 

              	
                26.3

              	
                Exit
                  Rights 

              	
                38

              


      

       

      
        	
                27.

              	
                INDEMNITIES 

              	
                39

              


      

       

      
        	
                 

              	
                27.1

              	
                Indemnity
                  by Chordiant 

              	
                39

              


      

       

      
        	
                 

              	
                27.2

              	
                Indemnity
                  by Supplier 

              	
                40

              


      

       

      
        	
                 

              	
                27.3

              	
                Obligation
                  to Replace 

              	
                41

              


      

       

      
        	
                 

              	
                27.4

              	
                Indemnification
                  Procedures 

              	
                42

              


      

       

      
        	
                28.

              	
                DAMAGES 

              	
                42

              


      

       

      
        	
                 

              	
                28.1

              	
                Damages 

              	
                42

              


      

       

      
        	
                 

              	
                28.2

              	
                Basis
                  of the Bargain 

              	
                42

              


      

       

      
        	
                 

              	
                28.3

              	
                Exclusions 

              	
                43

              


      

       

      
        	
                29.

              	
                INSURANCE 

              	
                43

              


      

       

      
        	
                 

              	
                29.1

              	
                Documentation 

              	
                43

              


      

       

      
        	
                 

              	
                29.2

              	
                Types
                  and Amounts 

              	
                43

              


      

       

      
        	
                 

              	
                29.3

              	
                Policy
                  Requirements 

              	
                44

              


      

       

      
        	
                 

              	
                29.4

              	
                Risk
                  of Loss 

              	
                44

              


      

       

      
        	
                30.

              	
                TRANSFER
                  OPTION 

              	
                44

              


      

       

      
        	
                 

              	
                30.1

              	
                Exercise 

              	
                44

              


      

       

      
        	
                 

              	
                30.2

              	
                Terms 

              	
                44

              


      

       

      
        	
                31.

              	
                MISCELLANEOUS
                  PROVISIONS 

              	
                45

              


      

       

      
        	
                 

              	
                31.1

              	
                Noncompete 

              	
                45

              


      

       

      
        	
                 

              	
                31.2

              	
                Assignment 

              	
                45

              


      

       

      
        	
                 

              	
                31.3

              	
                Notices 

              	
                45

              


      

       

      
        	
                 

              	
                31.4

              	
                Counterparts 

              	
                46

              


      

       

      
        	
                 

              	
                31.5

              	
                Relationship 

              	
                46

              


      

       

      
        	
                 

              	
                31.6

              	
                Non-Exclusivity 

              	
                46

              


      

       

      
        	
                 

              	
                31.7

              	
                Consents,
                  Approvals and Requests 

              	
                46

              


      

       

      
        	
                 

              	
                31.8

              	
                Severability 

              	
                47

              


      

       

      
        	
                 

              	
                31.9

              	
                Waivers 

              	
                47

              


      

       

      
        	
                
                       
                    31.10

                

              	
                Timing
                  and Cumulative
                  Remedies                                                                                            47

              


      

       

      
        	
                
                       
                    31.11

                

              	
                Entire
                  Agreement                                                                                              
                  47

              


      

       

      
        	
                
                       
                    31.12

                

              	
                Amendments                                                                                                    
                  47

              


      

       

      
        	
                
                       
                    31.13

                

              	
                Survival                                                                                                    47

              


      

       

      
        	
                
                       
                    31.14

                

              	
                Third
                  Party Beneficiaries                                                                                          
                  47

              


      

       

      
        	
                
                       
                    31.15

                

              	
                Governing
                  Law and Venue                                                                                        47

              


      

       

      
        	
                
                       
                    31.16

                

              	
                Injunctive
                  Relief                                                                                                
                  48

              


      

       

      
        	
                
                       31.17

                

              	
                Supplier
                  Authority                                                                                             
                  48

              


      

       

      
        	
                
                      31.18

                

              	
                Covenant
                  of Further Assurances                                                                                    48

              


      

       

      
        	
                
                      31.19

                

              	
                Bankruptcy                                                                                                48

              


      

       

      
        	
                
                      31.20

                

              	
                Export                                                                                                    48

              


      

       

      
        	
                
                      31.21

                

              	
                Conflict
                  of Interest                                                                                            48

              


      

       

      
        	
                
                      31.22

                

              	
                Publicity                                                                                                   48

              


      

       

      
        	
                
                      31.23

                

              	
                Good
                  Faith and Fair Dealing                                                                                        49

              


      

       

      


      



      
        
                

                              [
              * ]
           = 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
        1

       

      Definitions

       

      “Acceptance
        Criteria” shall have the meaning specified in Section
        3.2.

       

      “Affected
        Contractors” means those Chordiant contractors performing services
        related to the Services for Chordiant prior to the Effective Date.

       

      “Affected
        Employees” means those Chordiant employees performing services related
        to the Services for Chordiant prior to the Effective Date. 

       

      “Affiliate”
        means any entity that now or in the future (i) is Controlling, Controlled
        by, or
        under common Control with the party to whom it refers, (ii) is managed or
        operated by such party, or (iii) is owned through stock ownership, in whole
        or
        in part, by a shareholder of such party.

       

      “Authorized
        User” means users of the Services, including Chordiant employees,
        business units, contractors, and Chordiant’s suppliers and customers that
        interact with Chordiant in the course of providing goods and services to,
        or
        receiving goods and services from, Chordiant.

       

      “Background
        Technology” of a Party means all Intellectual Property that (a) is (i)
        owned by such Party and (ii) is in existence in electronic or written form
        on or
        prior to the Effective Date or (b) is developed, acquired, or licensed by
        such
        Party after the Effective Date independently of the work undertaken pursuant
        to
        this Agreement.

       

      “Base
        Charges” means the fees for the Base Services.

       

      “Base
        Services” shall have the meaning set forth in Section 3.1,
        and shall include any Services under a New Line of Business incorporated
        into
        this Agreement in accordance with Article 5.

       

      “Benchmark
        Results” means the final results of the Benchmarking Process delivered
        by the Benchmarker in a written report to each of Chordiant and Supplier,
        including any supporting documentation requested by Chordiant or Supplier
        to
        analyze the results of the Benchmarking Process.

       

      “Benchmark
        Review Period” means the [ * ] following receipt by
        Chordiant and Supplier of the Benchmark Results.

       

      “Benchmarker”
        means a third party specified on Exhibit 17 that shall conduct
        the Benchmarking Process.

       

      “Benchmarking
        Process” means the objective measurement and comparison process
        established by the Parties, which shall be designed to measure the performance
        and cost to Chordiant of the Services against the performance and cost of
        similar services in the industry.

       

      “Buffer
        Resources” means Supplier personnel who are not EDC Personnel but are
        readily available, and have the skills and qualifications, to provide the
        Services.

       

      “Change
        Control Procedures” means the written description of the change control
        procedures applicable to any Changes under this Agreement, as specified in
        the
        Policies and Procedures Manual.

       

      “Change
        in Control” means any event or series of events that results directly
        or indirectly in a change in the management or Control of a
        Party.  Without limiting the generality of the foregoing, the
        following shall be considered a Change in Control:  the (a)
        consolidation or merger of a Party with or into any entity, (b) sale, transfer
        or other disposition of all or substantially all of the assets of a Party
        or (c)
        any change in the beneficial ownership of [ * ]  of
        the outstanding voting securities or other ownership interests of a Party;
        and
        (d) the resignation, removal appointment or election of [ * ]
        members of a Party’s board of directors or management team.

       

      “Change(s)”
        means any change to (i) the Services, (ii) the Software used to provide the
        Services, or (iii) the Equipment used to provide the Services, that would
        alter
        in any material respect the functionality, performance standards or technical
        environment of the Software used to provide the Services or the Equipment
        used
        to provide the Services, the manner in which the Services are provided, the
        composition of the Services, or the cost to Chordiant of the
        Services.

       

      “Chordiant
        Account Executive” shall have the meaning set forth in Section
        6.1.

       

      “Chordiant
        Affiliate” means a Chordiant Affiliate as designated by Chordiant from
        time to time.

       

      “Chordiant
        Agents” means the agents, subcontractors and representatives of
        Chordiant, other than Supplier and Supplier Agents.

       

      “Chordiant
        Data” means (a) all data and information (i) submitted to Supplier or
        Supplier Agents by or on behalf of Chordiant, (ii) obtained, developed or
        produced by Supplier or Supplier Agents in connection with this Agreement,
        or
        (iii) to which Supplier or Supplier Agents have access in connection with
        the
        provision of the Services, and (b) all derivatives of any of the
        foregoing.

       

      “Chordiant
        Default Cure Period” shall have the meaning set forth in
Section 24.4(b).

       

      “Chordiant
        Default Notice” shall have the meaning set forth in
Section 24.4(b).

       

      “Chordiant
        Derivative Works” means any modifications, enhancements or derivative
        works of Chordiant Software, Chordiant Tools and associated Documentation
        developed pursuant to this Agreement by or on behalf of Supplier or Supplier
        Agents, whether developed independently or jointly with Chordiant, Chordiant
        Agents, or Chordiant Affiliates.

       

      “Chordiant-Owned
        Materials” means the Chordiant Proprietary Software, Chordiant
        Derivative Works, Chordiant Background Technology and Work Product.

       

      “Chordiant
        Proprietary Software” means the Software owned, acquired or developed
        by Chordiant and used in connection with the provision of the Services,
        including the Software set forth in Exhibit 8 and any associated
        Documentation.

       

      “Chordiant
        Service Location(s)” means the Chordiant Service Locations identified
        in Exhibit 7.

       

      “Chordiant
        Software” means the Chordiant Proprietary Software, the Chordiant Third
        Party Software, and the Chordiant Derivative Works, collectively.

       

      “Chordiant
        Third Party Software” means the Software that is licensed or leased by
        Chordiant from a third party and used in connection with the provision of
        the
        Services, including the Software set forth in Exhibit 8 and
        Documentation.

       

      “COLA
        Adjustment” shall have the meaning set forth in Section
        17.2.

       

      “Commencement
        Date” means, with respect to any portion of the Base Services, the date
        upon which Supplier shall begin providing such portion of the Base Services
        to
        Chordiant, as such portion of the Base Services and such date are specified,
        in
        each case, in the Transition Plan and/or a Statement of Work.

       

      “Competitor”
        means a company specified on Exhibit 18.

       

      “Confidential
        Information” means all information and documentation of Chordiant,
        whether disclosed to or accessed by Supplier in connection with this Agreement,
        including (a) all Chordiant Data and all information of Chordiant or their
        respective customers, suppliers, contractors and other third parties doing
        business with Chordiant, (b) the terms of this Agreement, and (c) any
        information developed by reference to or use of Chordiant’s Confidential
        Information; provided, however, that except to the extent otherwise provided
        by
        Law, the term “Confidential Information” shall not include information that (i)
        is independently developed by the recipient, as demonstrated by the recipient’s
        written records, without violating the disclosing Party’s proprietary rights,
        (ii) is or becomes publicly known (other than through unauthorized disclosure),
        (iii) is already known by Supplier at the time of disclosure (other than
        through
        unauthorized disclosure), as demonstrated by Supplier’s written records, and
        Supplier has no obligation of confidentiality other than pursuant to this
        Agreement or any confidentiality agreements between Chordiant and Supplier
        entered into before the Effective Date, or (iv) is rightfully received by
        Supplier free of any obligation of confidentiality.

       

      “Consents”
        means all licenses, consents, permits, approvals and authorizations that
        are
        necessary to allow: (a) Supplier and Supplier Agents to use (i) Chordiant’s
        owned and leased assets, (ii) the services provided for the benefit of Chordiant
        under Chordiant’s third party services contracts, (iii) the Chordiant Software
        and Chordiant Tools, (iv) the Supplier Software and Supplier Tools, and (v)
        any
        assets owned or leased by Supplier; (b) Supplier and Supplier Agents to (i)
        use
        any third party services retained by Supplier to provide the Services during
        the
        Term and the Termination Assistance Period, and (ii) grant to Chordiant the
        rights (including assignments of Intellectual Property Rights) in the
        Chordiant-Owned Materials and other Intellectual Property transferred or
        licensed to Chordiant hereunder; and (c) either Party to fulfill its obligations
        under Article 27.

       

      “Contract
        Year” means each twelve (12) month period commencing, in the case of
        the first Contract Year, on the Effective Date and thereafter upon the
        completion of the immediately preceding Contract Year.

       

      “Control”
        means, with respect to any entity, the possession, directly or
        indirectly, of the power to direct or cause the direction of the management
        and
        policies of such entity, whether through the ownership of voting securities
        (or
        other ownership interest), by contract or otherwise.

       

      “Critical
        Affected Personnel” shall have the meaning specified in Exhibit
        16.

       

      “Critical
        Service Level”means a Service Level described as a Critical Service
        Level in Exhibit 3.

       

      “Critical
        Transition Milestone” means any milestone in the Transition Plan
        designated as a “critical” milestone.

       

      “Cure
        Period” shall have the meaning set forth in
Section 24.3.

       

      “Data
        Safeguards” shall have the meaning set forth in
Section 10.4.

       

      “Deliverable”
        means all materials delivered by Supplier to Chordiant in connection with
        the
        Services, including, but not limited to, the Supplier Derivative Works, Work
        Product, and Chordiant Derivative Works.

       

      “Developed
        Software” means any Software, modifications or enhancements to Software
        and related Documentation developed pursuant to this Agreement by or on behalf
        of (a) Supplier, (b) Supplier Agents, (c) Supplier and Chordiant or Chordiant
        Agents jointly, (d) Supplier Agents and Chordiant or Chordiant Agents jointly,
        or (e) Supplier, Supplier Agents, Chordiant and Chordiant Agents
        jointly.

       

      “Disaster
        Recovery Plan” or“DRP” means the disaster recovery
        plan developed by Supplier pursuant to Section 16.1 set forth in
Exhibit 11.

       

      “Documentation”
        means, with respect to Software and Tools, all materials,
        documentation, specifications, technical manuals, user manuals, flow diagrams,
        file descriptions and other written information that describes the function
        and
        use of such Software or Tools.

       

      “EDC
        Personnel” means the personnel of Supplier and Supplier Agents who
        provide the Services.

       

      “Effective
        Date” means December 15, 2003.

       

      “End
        Date” means the last day on which Supplier provides any Services to
        Chordiant under this Agreement.

       

      “Equipment”
        means computers and related equipment, including central processing
        units and other processors, controllers, modems, communications and
        telecommunications equipment (voice, data and video), cables, storage devices,
        printers, terminals, other peripherals and input and output devices, and
        other
        tangible mechanical and electronic equipment intended for the processing,
        input,
        output, storage, manipulation, communication, transmission and retrieval
        of
        information and data.

       

      “Escrow
        Materials” means all Intellectual Property embodied in or required for
        the use of Software and all other materials that are licensed, or to be licensed
        to Chordiant under this Agreement.  Escrow Materials includes, without
        limitation, source code, flow charts, decision tables, schematics, drawings,
        specifications, documentation, design details, developer notes and build
        instructions necessary to understand the design, structure and production
        plans
        to convert the intellectual property into the proprietary
        technology.  The Escrow Materials shall hold sufficient data and
        instructions to allow an engineer having ordinary skill in the art to reproduce
        the commercial product from the Intellectual Property.

       

       “Extended
        Development Center” or “EDC” means the Supplier
        facilities where the Services are performed.

       

      “Extension
        Period” shall have the meaning set forth in
Section 2.2.

       

      “Fees”
        means the Base Charges, the Additional Resource Charges and any
        other
        amounts payable by Chordiant to Supplier pursuant to this
        Agreement.

       

      “Force
        Majeure Event” shall have the meaning set forth in
Section 16.2.

       

      “Governmental
        Approvals” means all licenses, consents, permits, approvals and
        authorizations of any Governmental Authority, or any notice to any Governmental
        Authority, the granting of which is required by Law, including Regulatory
        Requirements, for the consummation and performance of the transactions
        contemplated by this Agreement or the provision of Services under this
        Agreement.

       

      “Governmental
        Authority” means any Federal, state, municipal, local, territorial, or
        other governmental department, regulatory authority, or judicial or
        administrative body, whether domestic, foreign, or international.

       

      “Improved
        Technology” means any information processing technology developments,
        including new developments in Software and Equipment, that could reasonably
        be
        expected to have an impact on Chordiant or Chordiant’s business.

       

      “Indemnified
        Party” shall have the meaning set forth in
Section 27.4.

       

      “Indemnifying
        Party” shall have the meaning set forth in
Section 27.4.

       

      “Initial
        Agreement Expiration Date” means three (3) years from the Effective
        Date.

       

      “Initial
        Agreement Term” has the meaning specified in Section
        2.1.

       

      “Intellectual
        Property Rights” means all past, present, and future rights of the
        following types, which may exist or be created under the laws of any
        jurisdiction in the world: (a) rights associated with works of authorship,
        including exclusive exploitation rights, copyrights, moral rights, and mask
        works; (b) trademark and trade name rights and similar rights; (c) trade
        secret
        rights; (d) patents and industrial property rights; (e) other proprietary
        rights
        in intellectual property of every kind and nature; and (f) rights in or relating
        to registrations, renewals, extensions, combinations, divisions, and reissues
        of, and applications for, any of the rights referred to in subsections (a)
        through (e) of this sentence.

       

      “Intellectual
        Property” means all algorithms, APIs, apparatus, circuit designs and
        assemblies, Confidential Information, databases and data collections, designs,
        diagrams, documentation, drawings, flow charts, formulae, ideas and inventions
        (whether or not patentable or reduced to practice), know-how, materials,
        marketing and development plans, marks (including brand names, product names,
        logos, and slogans), methods, models, network configurations and architectures,
        procedures, processes, protocols, schematics, software code (in any form
        including source code and executable or object code), specifications,
        subroutines, techniques, tools, uniform resource identifiers, user interfaces,
        web sites, works of authorship, and other forms of technology and intellectual
        property.  

       

      “Key
        Supplier Personnel” means the Supplier Account Executive and such other
        members of the EDC Personnel designated by Chordiant as Key Supplier Personnel
        on Exhibit 6, which exhibit Chordiant may revise from time to
        time.

       

      “Law”
        means any declaration, decree, directive, legislative enactment,
        order,
        ordinance, regulation, rule or other binding restriction of or by any
        Governmental Authority, including any such Law in modified or supplemented
        form
        and any newly adopted Law replacing a previous Law.

       

      “Line
        of Business” means, individually, Product Support, Product Sustaining,
        Tech Stack Sustaining, Product Test, and Product Development, all as defined
        in
Exhibit 2, as well as any New Line of Business for which Supplier
        provides Services pursuant to Section 5 of the Agreement.

       

      “Losses”
        means any and all damages, fines, penalties, deficiencies, losses,
        liabilities (including settlements and judgments) and expenses (including
        interest, court costs, reasonable fees and expenses of attorneys, accountants
        and other experts and professionals or other reasonable fees and expenses
        of
        litigation or other proceedings or of any claim, default or
        assessment).

       

      “New
        Entities” shall have the meaning specified in Section
        4.4(a).

       

      “New
        Equipment” means any Equipment or Software specialized for Chordiant’s
        business needs (not including infrastructure Equipment, Software, or Equipment
        or Software used by Supplier regularly in its business, or Equipment or Software
        used regularly by suppliers of services comparable to the Services) obtained
        by
        Supplier on behalf of Chordiant, as requested by Chordiant pursuant to
Section 3.10.

       

      “New
        Line of Business” means any service requested by Chordiant that does
        not fall under a Line of Business, and that requires resource types not already
        provided for under the Agreement, and where the existing pricing cannot be
        applied.

       

      “Parties”
        means Chordiant and Supplier, collectively.

       

      “Party”
        means either Chordiant or Supplier, as the case may be.

       

      “Performance
        Credits” means the performance credits set forth in
Exhibit 3.

       

      “Policies
        and Procedures Manual” shall have the meaning set forth in
Section 12.2.

       

      "Refresh"
        means the upgrading and/or replacing of Equipment and Software in accordance
        with Exhibit 14.

       

      “Regulatory
        Requirements” means the Laws to which Chordiant is required to submit,
        or voluntarily submits, from time to time.

       

      “Right
        to Cure” shall have the meaning set forth in Section
        24.3(b)(ii).

       

      “Secure
        Computer System” means a computer system used by Supplier to access
        Chordiant’s source code.  Such Secure Computer System must consist of
        an isolated network containing one or more computer workstations and personal
        computers contained in a single building.  All such Secure Computer
        Systems will be housed in secure sites according to the provisions set forth
        in
Exhibit 12.

       

      “Service
        Levels” means the performance standards associated with the Services
        and set forth in Exhibit 3.

       

      “Service
        Location(s)” means any Chordiant Service Location or Supplier Service
        Location, as applicable.

       

      “Services”
        means, collectively, the Base Services, the Transition Services,
        and,
        during the Termination Assistance Period, the Termination Assistance
        Services.

       

      “Skills
        Based Rate” shall have the meaning specified in Section
        17.1.

       

      “Software”
        means the source code and object code versions of any applications
        programs, operating system software, computer software languages, utilities,
        other computer programs and Documentation, in whatever form or media, including
        the tangible media upon which such applications programs, operating system
        software, computer software languages, utilities, other computer programs
        and
        Documentation are recorded or printed, together with all corrections,
        improvements, updates and releases thereof.

       

      “Statement
        of Work” means the attachments to Exhibit 2, as well as any
        supplemental statement(s) of work the Parties may execute from time to
        time.

       

      “Steering
        Committee” shall have the meaning set forth in Exhibit
        6.

       

      “Successor”
        has the meaning specified in Section 26.1.

       

      “Supplier
        Account Executive” shall have the meaning specified in Section
        11.2.

       

      “Supplier
        Agents” means the agents, subcontractors and representatives of
        Supplier.

       

      “Supplier
        Default Notice” shall have the meaning set forth in
Section 24.3.

       

      “Supplier
        Derivative Works” means any modifications, enhancements or derivative
        works of Supplier Software, Supplier Tools and associated Documentation
        developed pursuant to this Agreement by or on behalf of Supplier or Supplier
        Agents.

       

      “Supplier
        Equipment” means those Equipment leased or owned by Supplier and
        Supplier Agents that are used by Supplier and Supplier Agents to provide
        the
        Services.

       

      “Supplier
        Proprietary Software” means the Software and associated Documentation
        owned, acquired or developed by or on behalf of Supplier and used in connection
        with the Services or with any Supplier Software or Chordiant Software, including
        the Software set forth on Exhibit 8.

       

      “Supplier
        Service Location(s)” means the Supplier Service Locations identified in
Exhibit 7.

       

      “Supplier
        Software” means the Supplier Proprietary Software, the Supplier Third
        Party Software, and the Supplier Derivative Works, collectively.

       

      “Supplier
        Transition Manager” shall have the meaning set forth in Section
        4.1.

       

      “Supplier
        Third Party Software” means the Software and Documentation licensed,
        leased or otherwise obtained by Supplier from a third party that is used
        in
        connection with the Services or with any Supplier Software or Chordiant
        Software.

       

      “Systems”
        means the Software, Tools, processes and the Equipment, collectively,
        used to provide the Services.

       

      “Taxes”
        means all taxes, levies, imposts, duties, fines or other charges of whatsoever
        nature however imposed by any country or any subdivision or authority thereof
        in
        any way connected with this Agreement or any instrument or agreement required
        hereunder, and all interest, penalties or similar liabilities with respect
        thereto.

       

      “Term”
        means the Initial Agreement Term and any Extension
        Periods.

       

      “Termination
        Assistance Period” means a period of time designated by Chordiant,
        commencing on a date designated by Chordiant, after Chordiant has determined
        that there shall be a termination or expiration of the Agreement or any other
        cessation of all or any part of the Services (including due to a divestiture
        or
        partial termination by Chordiant), in each case no less than [ *
        ]  after the last day of the Term, and which
        may be extended by mutual agreement of the Parties, during which Supplier
        shall
        provide the Termination Assistance Services with respect to any part of the
        Services being terminated in accordance with
Article 26.

       

      “Termination
        Assistance Services” means Supplier’s (and Supplier Agents’)
        provision of: (a) the Services (and any replacements thereof or substitutions
        therefore); (b) cooperation with Chordiant and Successor as necessary to
        facilitate the smooth and orderly transition of the Services to Successor;
        (c)
        information relating to the number and function of each of the EDC Personnel;
        (d) subject to the approval of Chordiant, a plan for the smooth and orderly
        transition of the performance of the Services from Supplier to Chordiant
        or
        Successor, (e) reasonable training for personnel of Successor in the performance
        of the Services being transitioned to Successor, (f) reasonable access to
        the
        EDC Personnel so that Chordiant or its designees may extend offers of employment
        to such staff (subject to the terms of the Agreement); waivers of any
        prohibitions in any employment agreements with such individuals that may
        restrict such individuals from accepting offers from Chordiant or Successor;
        cooperation with Successors efforts to hire such staff, including not making
        counter offers; (g) information related to the Services that will assist
        Chordiant in drafting requests for proposals relating to the Services, and
        cooperation with, and due diligence information for, recipients of such request
        for proposal; (h) delivery of all Chordiant related materials and data; (i)
        return of Chordiant hardware, software and other assets; (j) required Consents
        for transfer of assets and licenses; and (k) other services and rights requested
        by Chordiant necessary to facilitate the transfer of
        Services.  

       

      “Termination
        Fee” means a fee specified in Exhibit 4 that Chordiant shall pay
        to Supplier in the event Chordiant terminates this Agreement pursuant to
        Section 24.1.

       

      “Tools”
        means any Software development and performance testing tools, and
        related know-how, methodologies, processes, technologies or
        algorithms.

       

      “Transfer
        Agreement” means the contract that may be executed by Chordiant and
        Supplier providing for the transfer of the business in accordance with the
        terms
        and conditions set forth in Section 30 of the Agreement.

       

      “Transition
        Period” means the period after the Effective Date during which Supplier
        is providing Transition Services with respect to a portion of the Services
        (as
        such portion of the Services is identified in the Transition Plan) prior
        to the
        Commencement Date for such portion of such Services.

       

      “Transition
        Plan” means the transition plan set forth in Exhibit
        16.

       

      “Transition
        Schedule” means the schedule for the transition of services and
        functions to Supplier from Chordiant, as set forth in the Transition
        Plan.

       

      “Transition
        Services” shall have the meaning set forth in
Section 4.1.

       

      “Transition
        Services Manager” shall have the meaning set forth in
Section 4.1.

       

      “Transitioned
        Personnel” shall have the meaning set forth in Section
        4.3.

       

      “Use”
        means the right to load, execute, store, distribute, perform, display,
        reproduce, maintain, modify, enhance, create derivative works of, import,
        make
        and have made.

       

      “Work
        Product” means all (a) Developed Software, other deliverables (e.g.,
        documentation, manuals, training materials, reports, diagrams, architecture,
        data models, formulas, schematics and similar items), and other Intellectual
        Property, in any stage of development, that Supplier or Supplier Agents
        conceive, create, develop, or reduce to practice in connection with performing
        the Services, and (b) all tangible embodiments (including, models, prototypes,
        and samples) of each of the items described in clause (a) of this
        sentence.

       


      
        
                

                              [
                        *
          ] = 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 2.1

       

      Product
        Support Line of Business Description

       

       

      1.           INTRODUCTION

      Chordiant’s
        application software runs at the heart of many of the world’s leading Financial
        Services and Insurance companies, where the term “mission critical” is aptly
        applied. Consequently, Chordiant Customers demand the highest level of service
        to support and maintain their applications.

      EDC
        Product Support’s purpose is to provide all Chordiant Customers globally with a
        level of support, commensurate with their contracted service levels with
        Chordiant, with a stated objective to attain 100% reference-ability. This
        goal
        can be measured against the 7 critical support dimensions –

      
        	
                ·  

              	
                Responsive

              


      

       

      
        	
                ·  

              	
                Effective

              


      

       

      
        	
                ·  

              	
                Consistent

              


      

       

      
        	
                ·  

              	
                Easy
                  to Work With

              


      

       

      
        	
                ·  

              	
                Efficient

              


      

       

      
        	
                ·  

              	
                Knowledgeable

              


      

       

      
        	
                ·  

              	
                Proactive

              


      

       

      


      That
        is, to provide a World Class Support service.

      EDC
        Product Support addresses this requirement through the provision of a 24-hr
        manned desk, staffed with Engineers able to support the full Chordiant product
        portfolio, extending Chordiant’s support capacity to provide a full and scalable
        World-wide Services organisation to encompass all geographies and
        time-zones.  EDC Product Support will be supported by local skilled
        resources  (Onshore Product Support Field Specialists) in the key
        geographies of North America and EMEA

      EDC
        Product Support will provide Product Support services to contracted customers
        on
        a 24 x 7 basis, 52 weeks a year with the Service Levels defined in the Product
        Support Line of Business Service Levels in Attachment 3-A.

      This
        document defines the key roles, responsibilities, processes and underlying
        interfaces between Onshore Product Support and EDC Product Support that make
        up
        Chordiant Product Support


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      2.           Service
        Summary

       

      [
        * ]

       

      3.           Organisation

      


      Chordiant
        Product Support is divided between Onshore Product Support and the EDC Product
        Support. The overall Product Support Strategy is managed by the Chordiant
        Head
        of Product Support (onshore).  The delivery of Product Support Service
        is managed and delivered by EDC Product Support.  In addition Onshore
        Product Support Field Specialists based in the Cupertino, CA and Brentford,
        UK
        offices provide an escalation point for EDC Product Support in critical
        situations.

       

      3.1           EDC
        Product Support Structure

      


      
        	
                 

              	
                [
                  * ]

              


      

       

      3.2          Chordiant
        On-shore Product Support Field Specialists

      


      
        	
                 

              	
                [
                  * ]

              


      

      


       

      3.3          EDC
        Inter-Team Staff Rotation

      


      
        	
                 

              	
                [
                  * ]

              


      

       

      3.4   Support
        Languages & Channels

      


      Chordiant
        provides Product Support Services in English only.  EDC Product
        Support may provide additional local language support direct to the Customer
        but
        any formal interaction with Chordiant or Customers must be conducted in English,
        including all relevant data provisioned to assists the case (i.e. call logging
        form, logs, scripts, diagrams).

      Product
        Support Services  is provided to Customers through the following
        channels:

      
        	
                a)  

              	
                Telephone

              


      

       

      
        	
                b)  

              	
                E-mail

              


      

       

      
        	
                c)  

              	
                Web,
                  and

              


      

       

      
        	
                d)  

              	
                Dial-in
                  (remote) access to Customer system.

              


      

       

       

      Note:
        See Section “Contacting Chordiant Product Support” for details on the
        above.

       

      4.           EDC
        PRODUCT SUPPORT SERVICES - OBJECTIVES AND SCOPE

       

      4.1           Objectives

      


      The
        technical support provided through EDC Product Support has three main
        objectives:

      
        	
                ·  

              	
                To
                  assist Customers in maintaining and/or regaining an operational
                  state by
                  commercially reasonable efforts.

              


      

       

      
        	
                ·  

              	
                To
                  provide in due course the correction of any underlying
                  errors.

              


      

       

      
        	
                ·  

              	
                And
                  to do so within the contract SLA.

              


      

       

       

      4.2           Scope

      


      The
        minimum scope of technical support provided by EDC Product Support
        is:

      
        	
                -  

              	
                Problem
                  prevention

              


      

       

      
        	
                o  

              	
                Notification
                  of availability of generally-available software
                  releases

              


      

       

      
        	
                -  

              	
                Problem
                  identification

              


      

       

      
        	
                o  

              	
                Clarification
                  of Chordiant error messages;

              


      

       

      
        	
                o  

              	
                Assistance
                  in identifying and verifying the causes of suspected errors;
                  and

              


      

       

      
        	
                o  

              	
                Advice
                  on bypassing identified errors (providing workarounds) in the supported
                  software.

              


      

       

      
        	
                -  

              	
                Problem
                  resolution

              


      

       

      
        	
                o  

              	
                Reporting
                  and tracking product defects and enhancement
                  requests;

              


      

       

      
        	
                o  

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

              


      

       

      
        	
                o  

              	
                Notification
                  of status on issues, including escalation when
                  required.

              


      

       

       

      5.           SUPPORT
        LEVEL OWNERSHIP

       

      It
        is important to distinguish principal levels (or tiers) of Support that are
        owned respectively by EDC Product Support and Onshore Product
        Support.

       

      EDC
        Product Support

       

      
        	
                i)  

              	
                Tier
                  2 Product Support Center – Help
                  Desk

              


      

       

      


      
        	
                 

              	
                [
                  * ]

              


      

       

      
        	
                ii)  

              	
                Tier
                  2 Product Support  – EDC Product Support
                  Engineer

              


      

       

      


      
        	
                 

              	
                [
                  * ]

              


      

       

      
        	
                iii)  

              	
                Tier
                  3 Product Sustaining

              


      

       

      
        	
                 

              	
                [
                  * ]

              


      

       

      Chordiant

       

      
        	
                i)  

              	
                Onshore
                  Product Support Field
                  Specialist

              


      

       

      Should
        EDC Product Support be unable to achieve the tasks above successfully (after
        reasonable efforts) or where the case concerns a Chordiant Legacy Application,
        the case can be passed to an Onshore Product Support Field Specialist, together
        with call logging form (CLF), logs etc. together with details of the tasks
        undertaken to resolve issue.


      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      [
        * ]


      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      EDC
        PRODUCT SUPPORT RESPONSIBILITIES

      [
        * ]

       

      CUSTOMER
        DESIGNATED SUPPORT CONTACTS

      [
        * ]


      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      PATH
        TO SUPPORT

      [
        * 2 pages of text omitted ]

       

      COMMUNICATIONS
        TO EDC PRODUCT SUPPORT 

      
        	
                 

              	
                [
                  *  ]

              


      

       

      CHORDIANT
        PRODUCT SUPPORT WEBSITE

      
        	
                 

              	
                [
                  * ]

              


      

      


       

      LIFECYCLE
        OF A SUPPORT CALL

      
        	
                 

              	
                [
                  * ]

              


      

      



      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      Customer
        Reporting an Issue to EDC Product Support

       

      


      
        	
                 

              	
                [
                  * ]

              


      


      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      Priority
        classifications and response times

       

      


      
        	
                 

              	
                [
                  * 1 page of text omitted]

              


      

      


       

      Researching
        a Product Support Issue

      


      
        	
                 

              	
                [
                  * ]

              


      

      


       

      Closing
        an Product Support Issue

       

      


      
        	
                 

              	
                [
                  * ]

              


      

       

      


       

      EDC-TO-ONSHORE
        PRODUCT SUPPORT COMMUNICATION FREQUENCY AND POLICIES

      
        	
                 

              	
                [
                  * ]

              


      

       

      Product
        Support with Product Sustaining

       

      
        	
                 

              	
                [
                  * ]

              


      

       

      EDC-to-Onshore
        Product Support Interaction

       

      
        	
                 

              	
                [
                  * ]

              


      

       

      EDC
        Product Support Manager to Head of Product Support

       

      [
        * ]

       

      REMOTE
        DIAL-IN ANALYSIS

      
        	
                 

              	
                [
                  * ]

              


      


      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      ESCALATION
        PROCESS

      [
        * ]

      


       

      Priority
        1 Issue

       

      
        	
                 

              	
                [
                  * ]

              


      

       

      Priority
        2 Issues

      
        	
                 

              	
                [
                  * ]

              


      

       

      Priority
        3 Issues

       

      
        	
                 

              	
                [
                  * ]

              


      

      


       

      REPORTING

      
        	
                 

              	
                [
                  * ]

              


      

      


       

      Onshore
        <-> Chordiant SLA

       

      
        	
                 

              	
                [
                  * ]

              


      

      


       

      Onshore
        <-> Customer SLA

       

      
        	
                 

              	
                [
                  * ]

              


      

      


       

      Project
        Dashboard

       

      


      
        	
                 

              	
                [
                  * ]

              


      

      


      



      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      GLOSSARY

      “Designated
        Center” means the computer hardware, operating system,
        customer-specific application(s), customer-specific relational database(s)
        and
        Customer Geographic Location designated on the relevant Purchase Order or
        Order
        Form.

      


      “Designated
        Support Contact” shall mean the contact person or group designated by
        Customer (or Offshore) and agreed to by Chordiant Product Support (EDC or
        Onshore PS irrespectively) who has been trained in the use of the Software
        and
        who keeps current their knowledge of same through regular use of the Software
        and/or additional training, and who will coordinate all Support requests
        to
        Chordiant Product Support.

      


      “Documentation”
        means the user guides and manuals for installation and use of the Software.
        Documentation is provided in CD-ROM or bound form, whichever is generally
        available.

      


      “Error”
        shall mean a reproducible defect in the Supported Program or Documentation
        when
        operated on a Supported Environment which causes the Supported Program not
        to
        operate substantially in accordance with the Documentation.

      


      “Resolution”
        shall mean a modification or workaround to the Supported Program and/or
        Documentation and/or other information provided by Chordiant Product Support
        to
        a Customer intended to resolve an Error.

      


      “Supported
        Environment” shall mean the configurations of hardware and releases of
        the operating software and RDBMS platforms that Chordiant states in writing
        that
        the Current Release of the Software will run on and for which Chordiant states
        in writing it provides Support for use with the Supported Program.

      


      “Update”
        means a subsequent release of the Software that Chordiant generally makes
        available for Supported Software licensees at no additional license fee other
        than shipping and handling charges. Update shall not include any release,
        option
        or future product that Chordiant licenses separately.  Chordiant will
        provide Updates for the Supported Programs as and when developed for general
        release in Chordiant’s sole discretion.

      


       

      



      
        
                

                              [
              * ]
           = 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.
              
      

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      


       

      APPENDIX
        1 – PRODUCT SUPPORT PROBLEM ESCALATION PROCESS

       

      [
        * 1 PAGE OF TEXT OMITTED]


      
        
                

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

                                        
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Appendix
        2

      [
        * 4 pages of text omitted]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 2.1-A

       

      Product
        Support LoB Statement of Work

       

      Attachment
        to Exhibit 2.1 Product Support Line of Business
        Description

       

      This
        Product Support Line of Business Statement of Work is incorporated into the
        Master Services Agreement dated December 15, 2003 by and between Supplier
        and Chordiant (for the purposes of this Statement of Work, the
“Agreement”).  This Statement of Work describes Services and
        Deliverables to be performed and provided by Supplier under the Product Support
        Line of Business pursuant to the Agreement.  All capitalized terms
        used and not expressly defined in this Statement of Work will have the meanings
        given to them in the Agreement.

       

      1.  Scope
        of Project.  [ * ]

       

      2.  Estimated
        EDC Resources Required.

       

      3.  Project
        Schedule/Milestones.

       

      4.  Business,
        Technical and Other Specifications.

       

      5.  Deliverables.  [
        * ]

       

      6.  Acceptance
        Criteria and Testing.

       

      7.  Estimated
        Expenses.

       

      8.  Project
        Management and Reporting Responsibilities.

       

      9.  Key
        Personnel Required.

       

      10.  Assumptions,
        Dependencies and Exclusions.

       

      


      
        	
                Chordiant

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              	
                Supplier

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              


      

      


       


      
        
                

                              [
                         *
          ] = 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 2.2

       

      Product
        Sustaining and Technical Stack Sustaining

      Line
        of Business Description

       

      1.         INTRODUCTION

      


      This
        document outlines the operation and services to be provided for the Product
        Sustaining and Technical Stack Sustaining (PSTS) Line of Business. It outlines
        the Responsibilities, Service levels, interfaces to other departments, and
        functions of the PSTS team.  PSTS comprises two specific services: EDC
        Product Sustaining and EDC Technical Stack sustaining as described
        below.

      


      [
        * ]

      


       

      2.         SUMMARY
        OF SERVICES

      [
        * 2 pages of text omitted]

       

      3.         PRODUCT
        SUSTAINING

      


      [
        * ]

       

      3.1         Opening
        an issue

      
        	
                 

              	
                [
                  * ]

              


      

       

      3.1.1                                Severity
        / Priority

      [
        * 2 pages of text omitted ]

       

      3.1.2                                Response
        Times

      Response
        times are as defined in the Service Level Agreement for the EDC Product
        Sustaining Line of Business (see Attachment 3-B)

       

      3.1.3                                Review
        Procedures

      
        	
                 

              	
                [
                  * ]

              


      

       

      3.2         Support
        & Maintenance strategy

      Product
        Sustaining does not own the decision process for determining support and
        maintenance strategy.  This is the responsibility of Product
        Management and the Chordiant Engineering Management team. As such, the frequency
        for functional, maintenance, and other releases is outside the scope of this
        group.  However Product Sustaining will provide input and
        recommendation on the need for pure maintenance releases for a given product
        or
        set of products. The Product Sustaining Team is responsible for producing
        pure
        maintenance releases as agreed by the Product Management and Engineering
        management teams.

       

      3.3         Patches
        & Back Ports

      All
        communication on patches and back ports will be pushed out and communicated
        by
        EDC Product Sustaining. The Chordiant Product Sustaining Manager  will
        approve all patch releases and backports.  This communication will
        consist of availability and the criticality of such a release, indicating
        implication of not applying so that EDC Product Support may assess the
        requirement to recommend/communicate to support and field.

      The
        work involved in producing a patch and back port is the repsonsibility of
        EDC
        Product Sustaining.

       

      3.4         Enhancements

      In
        addition to issue escalation, issue reporting, and query responses, EDC Product
        Sustaining will also facilitate a communication interface for enhancement
        processing.  While EDC Product Sustaining will not be directly
        involved in prioritizing or delivering enhancements, this group will facilitate
        the communication and escalation of these items through to Product Management,
        Product Team, and Engineering.  The medium for this communication will
        be the defect tracking system.  Any required escalation may be done
        via email.  Product Management, in accordance with decisions made by
        the Product Team, is the primary arbiter and owner of enhancement requests.
        This
        includes “harvesting” of field-developed enhancements.

       

      3.5         Product
        Support Notes and Product Information Notes

       

      In
        addition to patches and maintenance releases, EDC Product Sustaining will
        also
        produce Product Support Notes (some accompanying patches) outlining a product
        issue and how to over come that issue and Product Information Notes. Product
        Information Notes provide useful product information on commonly found problems
        or issues. It is expected that each EDC Sustaining Engineer should produce
        one
        product information note per month.

       

      3.6         Out
        of Hours Service

      [
        * ]

       

      3.7         SLA
        Escalation

      [
        * ]

       

      3.8         Roles
        & Responsibilities

       

      [
        * ]

       

      3.8.1                      Product
        Sustaining email groups

      Email
        groups will be established to enable communication between Product Support
        and
        Product Sustaining on product issues. These will be defined during the
        transition planning

       

      3.8.2                      Product-line
        email groups

      For
        each Product line there will be an email group managed by an identified
        Chordiant Engineering Manager.  These email groups will enable
        discussion and communication on product related issues between Product
        Sustaining and Engineering.

       

      4.         TOOLS

      [
        * ]

      


       

      5.         HARDWARE
        AND SOFTWARE ENVIRONMENTS

      Within
        EDC Product Sustaining some EDC Sustaining Engineers will be designated as
        responsible for System set up and management for the sustaining systems.
        While
        it is expected that some engineers will have specific skills, it is expected
        that engineers be generally familiar with setting up and configuring Operating
        systems, applications servers and databases. During the transition planning
        an
        systems management methodology will be agreed for all Lines of
        Business.

      


       

      6.         REPORTS
        & METRICS

      A
        fundamental goal of EDC Product Sustaining is the delivery of a common set
        of
        reports and metrics that allow management, support, engineering, and account
        management to make informed decisions on the state of all products, support
        loads, and delivery schedules.  EDC Product Sustaining will publish a
        set of standard reports that fulfill these requirements.  It is
        intended that these reports will be delivered from the unified defect tracking
        system.  The following represent a starting point set, but may be
        added to:

       

      6.1         Customer
        Raised Issue

      [
        * ]

       

      6.2         Faults
        Outstanding

      [
        * ]

       

      6.3         Faults
        not fixed – by severity

      [
        * ]

      


       

      6.4         Submitted
        vs. Cleared

      [
        * ]

       

      6.5         Notable
        Changes

       

      [
        * ]

       

      6.6         External
        Metrics

      A
        number of reports detailing product sustaining engagements against all customer
        requests would be valuable.  The information required for these
        reports is not captured in the Defect Tracking system but in the Case Management
        system, and therefore requires an external interface with EDC Product
        Support.

       

      6.6.1                      Defect
        type Analysis

      [
        * ]

       

      7.         PRODUCT
        TECHNICAL STACK SUSTAINING

      [
        * 1 page of text omitted]

      


      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 2.2-A

       

      Product
        Sustaining LoB Statement of Work

       

      Attachment
        to Exhibit 2.2 Product Sustaining Line of Business
        Description

       

      This
        Product Sustaining Line of Business Statement of Work is incorporated into
        the
        Master Services Agreement dated December 15, 2003 by and between Supplier
        and Chordiant (for the purposes of this Statement of Work, the
“Agreement”).  This Statement of Work describes Services and
        Deliverables to be performed and provided by Supplier under the Product
        Sustaining Line of Business pursuant to the Agreement.  All
        capitalized terms used and not expressly defined in this Statement of Work
        will
        have the meanings given to them in the Agreement.

       

      11.  Scope
        of Project.  [ * ]

       

      12.  Estimated
        EDC Resources Required.

       

      13.  Project
        Schedule/Milestones.

       

      14.  Business,
        Technical and Other Specifications.

       

      15.  Deliverables.  [
        * ]

       

      16.  Acceptance
        Criteria and Testing.

       

      17.  Estimated
        Expenses.

       

      18.  Project
        Management and Reporting Responsibilities.

       

      19.  Key
        Personnel Required.

       

      20.  Assumptions,
        Dependencies and Exclusions.

       

      


      
        	
                Chordiant

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              	
                Supplier

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              


      

      


       


      
        
                

                              [
                         *
           ] = 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 2.3

       

      Product
        Test Line of Business Description

       

      1.         Introduction

      


      This
        document outlines the operation and services to be provided for the Product
        Test
        Line of Business – referred to as EDC Product Test. It outlines the
        Responsibilities, Service levels, interfaces to other departments, and functions
        of EDC Product Test.

       

      2.         Summary
        of Service

       

      [
        * ]

       

      3.         Product
        Test Operation

      [
        * ]

      


       

      3.1         Product
        Test

      [
        * ]

      


       

      3.2  Product
        Test within the Product Lifecycle

       

      


      
        	
                 

              	
                [
                  * ]

              


      

      


       

      3.3         Test
        Script Development and Automation

      [
        * ]

      


      


       

      4.   Roles
        & Responsibilities

       

      [
        * ]

       

      5.         Tools

      [
        * ]

      


       

      6.         Reports
        & Metrics

      [
        * ]

       

      7.         Chordiant
        Standard Release Criteria

      [
        * ]

      


       

      8.         Hardware
        and Software Environments

      [
        * ]


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      


      Attachment 2.3-A

       

      Product
        Test LoB Statement of Work

       

      Attachment
        to Exhibit 2.3 Product Test Line of Business
        Description

       

      This
        Product Test Line of Business Statement of Work is incorporated into the
        Master
        Services Agreement dated December 15, 2003 by and between Supplier and
        Chordiant (for the purposes of this Statement of Work, the
“Agreement”).  This Statement of Work describes Services and
        Deliverables to be performed and provided by Supplier under the Product Test
        Line of Business pursuant to the Agreement.  All capitalized terms
        used and not expressly defined in this Statement of Work will have the meanings
        given to them in the Agreement.

       

      21.  Scope
        of Project.  [ * ]

       

      22.  Estimated
        EDC Resources Required.

       

      23.  Project
        Schedule/Milestones.

       

      24.  Business,
        Technical and Other Specifications.

       

      25.  Deliverables.  [
        * ]

       

      26.  Acceptance
        Criteria and Testing.

       

      27.  Estimated
        Expenses.

       

      28.  Project
        Management and Reporting Responsibilities.

       

      29.  Key
        Personnel Required.

       

      30.  Assumptions,
        Dependencies and Exclusions.

       

      


      
        	
                Chordiant

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              	
                Supplier

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              


      


      
        
                

                              [
                        *
          ] = 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 2.4

       

      Development
        Line of Business Description

       

      1.       Introduction

      


      This
        document outlines the operation and services to be provided for the Development
        Line of Business. It outlines the Responsibilities, Service levels, interfaces
        to other departments, and functions of EDC Development.

       

      2.       Summary
        of Service

       

      [
        * ]

       

      3.       EDC
        Development Operation

      


      [
        * ]

      


       

      3.1                  Development
        Organization

      


      [
        * ]

      


      


       

      4.       Roles
        & Responsibilities

       

      [
        * ]

       

      5.       Tools

      The
        development environment depends upon the application under development. For
        [ * ] the following tools will be used:

      


      [
        * ]

      


      [
        * ] is used for Defect tracking and management

      


      (Chordiant
        uses the [ * ] for the management of all test
        activities.)

      


      [
        * ] is used for Project Planning

      


      [
        * ] are used for script coverage reporting (as an extension to Test
        Manager) and for Effort reporting against plan

      


      Standard
        project report templates for [ * ].

      


      Dashboard
        style reporting as per vendor standard.

      


       

      5.1                  Source
        Code Management and Daily Builds

      


      [
        * ]

      


      


       

      6.         Reports
        & Metrics

      [
        * ]

       

      7.       Chordiant
        Standard Release Criteria

      


      [
        * ]

      


      


       

      8.       Hardware
        and Software Environments

      


      [
        * ]

      


       

      9.       [
        * ] Product Overview

      This
        section provides a high level overview of the [ * ], its
        architecture and components; it does not provide a detailed functional
        overview.

      


      [
        * ]. While packaged for sale separately from an implementation
        standpoint, they are a single software product. [ *
        ]

      


      The
        product can be run in a three tier configuration with the server tier being
        split between the application and the database. This is transparent to the
        [ * ] application making use of facilities within the supported
        databases to enable the database server to run on a separate tier.

      


      The
        application is database intensive and is designed to work with very large
        customer or prospect data bases (100+ million customers and hence rows).
        [ * ]

      


      [
        * ]

      


      Finally
        [ * ] is a reporting tool currently. It is based on the
[ * ] product set.

      



      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 2.4-A

       

      Development
        LoB Statement of Work

       

      Attachment
        to Exhibit 2.4 Development Line of Business
        Description

       

      This
        Development Line of Business Statement of Work is incorporated into the Master
        Services Agreement dated December 15, 2003 by and between Supplier and
        Chordiant (for the purposes of this Statement of Work, the
“Agreement”).  This Statement of Work describes Services and
        Deliverables to be performed and provided by Supplier under the Development
        Line
        of Business pursuant to the Agreement.  All capitalized terms used and
        not expressly defined in this Statement of Work will have the meanings given
        to
        them in the Agreement.

       

      1.  Scope
        of Project.  [ * ]

       

      2.  Estimated
        EDC Resources Required.

       

      3.  Project
        Schedule/Milestones.

       

      4.  Business,
        Technical and Other Specifications.

       

      5.  Deliverables.  [
        * ]

       

      6.  Acceptance
        Criteria and Testing.

       

      7.  Estimated
        Expenses.

       

      8.  Project
        Management and Reporting Responsibilities.

       

      9.  Key
        Personnel Required.

       

      10.  Assumptions,
        Dependencies and Exclusions.

       

      


       

      


       

      


      
        	
                Chordiant

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              	
                Supplier

                Signed:                                                                   

                 

                Name:                                                                   

                 

                Title:                                                                   

                 

                Dated:                                                                   

              


      


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      


       

      Attachment 2.5-A

       

      Onsite
        professional services LoB Statement of Work

       

      Attachment
        to Exhibit 2.5 onsite professional services of Business
        Description

       

      This
        Onsite Professional Services Line of Business Statement of Work(“SOW”) is
        incorporated into the Master Services Agreement dated December 15, 2003 by
        and between Supplier and Chordiant (for the purposes of this Statement of
        Work,
        the “Agreement”) with the exception of certain Clauses that do not pertain to
        the Professional Services Line of Business (“Exclusions”).  Such
        Exclusions have been identified in Section 12 (Assumptions, Dependencies,
        and
        Exclusions) in this document.

       

      


       

      This
        Statement of Work describes Services and Deliverables to be performed and
        provided by Supplier under the Onsite Professional Services Line of Business
        pursuant to the Agreement.  Chordiant desires to use the technical and
        consulting services of Ness Consultants (also referred to as ‘Ness Associates’
elsewhere in this document), and NESS agrees to provide such services under
        the
        terms and conditions detailed in this document.  The Ness consultants
        would be deployed at onsite projects to implement Chordiant products and
        technology under the guidance of the Chordiant Engagement Management and
        Project
        Management.

       

      11.  Scope
        of Project / Location / Duration

       

      Chordiant
        Software, Inc. (CHRD) Professional Services has engaged Ness Global Services,
        Inc. (Ness) to provide Supplemental Staff under a Sub-Contracted, Time and
        Materials Basis (T&M) for specific Chordiant Professional Services
        Projects.  This Statement of Work is intended for the [ *
        ] Engagement but the Services may be deployed at other locations
        and/or
        Chordiant Customers in the United States.

       

      Training
        Location:  Chordiant, Cupertino, CA for an initial period of [
        * ]

       

      Assignment/Deployment
        Location:  [ * ] or other locations within
        Continental United States for an initial, minimum period of [ *
        ] (extended at the end of this period as agreed to in writing by
        the
        parties under the terms and conditions herein, unless informed otherwise)
        post
        initial [ * ] training period.

       

      12.  Resources
        Required.

       

      Ness
        to Provide a Team of [ * ] Ness Associates.  The Team
        will include [ * ] Ness designated Leader/Manager as a working
        member of the Team [ * ].

       

      13.  Project
        Schedule/Milestones/Acceptance.

       

      As
        defined and communicated by Chordiant Project Manager responsible for the
        Ness
        Team.  No Acceptance or Acceptance Criteria are applicable under this
        SOW.

       

      14.  Estimated
        Expenses (Service Fees during Training, Deferred Service Fees, Regular Service
        Fees, Travel & Expenses)

       

      SERVICE
        FEES DURING TRAINING

       

      Ness
        will defer the Service Fees spent by Ness Associates during the initial Training
        Period (4 weeks or less, as applicable) and the cost incurred in relocating
        any
        of the Ness Team members to Cupertino for training purposes.  The
‘Deferred Service Fees’ and its invoicing-schedule are defined
        below.

       

      DEFERRED
        SERVICE FEES

       

      Ness
        estimates that it will incur [ * ] (hereafter referred to as
“Deferred fees”) in Salaries, Relocation, and lost opportunity
        for
[ * ] people over the initial [ * ] Training
        Period.  This amount translates to [ * ] per
        month.  Hence, Ness will charge Chordiant, Service Fees equivalent to
“Standard Service Fees” + “Deferred Fees” on a Per Person Day Basis as defined
        below.

       

      Ness
        and Chordiant will reconcile the “Deferred Fees” payable to Ness at the end of
[ * ], and any remaining “Deferred Fees” at the time will be
        payable to Ness by Chordiant, if any remaining, or if applicable, Ness will
        credit Chordiant if the Deferred Fees were exceeded.

       

      REGULAR
        SERVICE FEES POST TRAINING

       

      Ness
        will charge Chordiant @ [ * ] per person day (which includes
Deferred Service Fees of [ * ] per person day) until
        the Deferred Fees have been paid by Chordiant, for all Ness Associates, except
        for Ness Leader/Manager – [ * ], whose services would be billed
        @ [ * ] per person day.  Except as described above,
        and during the effective ness of this SOW, the regular billable Service Fee
        is
[ * ] per day per Ness Associate.

       

      TRAVEL
        & EXPENSES (T&E)

       

      For
        those Ness Associates deployed on a customer site, the reimbursement of all
        travel and expenses (T&E) will be governed by the reimbursement policy
        Chordiant negotiates with the customer. This will apply to all Ness associates
        except [ * ] will commute every week-end between the
        assignment/deployment location and Cupertino, CA and the same will be billed
        to
        Chordiant at actual in accordance with Chordiant travel policy.

       

      For
        those Ness Associates deployed in the Chordiant Engineering labs, Travel
        and
        Expenses will be reimbursed in accordance with the Chordiant T&E policy
        which is in line with industry standard Professional Services
        practices.  Chordiant will share such concurred policy (concurred
        between Chordiant and its Client) with Ness.

       

      Ness
        will offer an option to the Ness Associates (except [ * ]) of
        relocating to the Assignment/Deployment location for the duration of the
        assignment/deployment. In such a case, Ness will charge Chordiant a one-time
        Relocation Cost as per Ness Policy. This option shall only be executed if
        it is
        more advantageous for Chordiant’s customer or Chordiant than above-mentioned
        options.

       

      


       

      15.  Billing
        Frequency

       

      Daily
        Service Fees will be billed to Chordiant on a monthly basis to be paid within
        Net 30 days of date of receipt of Invoice.

       

      Travel
        & Expenses (T&E) will be billed to Chordiant on a fortnightly basis to
        be paid within NET 15 days of Date of Invoice. Ness will comply with Chordiant’s
        online Time Tracking and T & E entry system/policy that will help timely
        billing by Chordiant to its client(s).

       

      16.  Utilization
        Commitment

       

      Chordiant
        agrees to provide guarantee of utilization of all [ * ] Ness
        Associates for a period of [ * ] months post the initial
        training period (“Utilization Guarantee Period”).

       

      In
        the event Chordiant decides to release a part of the [ * ]
        member team, or the entire [ * ] member team, then Chordiant
        will provide Ness with a minimum of 2-weeks notice or pay Ness the Service
        Fees
        equivalent to 2-weeks billing per person released, in lieu of the Utilization
        Guarantee Period.

       

      In
        addition, should Chordiant decide to terminate the assignment with Ness and
        release any or all of the Ness Associates before the completion of the [
        * ]-month Utilization Guarantee Period, then Chordiant will also pay
        Ness the pro-rated “Deferred Service Fees”. Pro-ration will be based on
        remaining months and the released headcount.

       

      17.  Travel
        Order & Time Accounting

       

      All
        Travel will be pre-approved by the Chordiant Professional Services Manager.
        This
        will be used as the basis for billing T&E to Chordiant.

       

      Time
        Sheets will be approved by Chordiant Professional Services Manager. This
        will be
        used as the basis for billing Service Fees to Chordiant.

       

      18.  Project
        Management and Reporting Responsibilities.

       

      Chordiant
        Project Management

       

      19.  Key
        Personnel Required.

       

      Refer
        to Annexure‘A’ – Chordiant provided Technical Specification for Ness
        Team

       

      20.  Selection
        of Key Personnel.

       

      All
        Ness Associates to be deployed on this engagement will be selected by Ness
        with
        initial resume screening and approval by Chordiant Professional Services
        Manager.

       

      During
        the training or during a project assignment, Chordiant or a Chordiant customer
        may request the termination of a Ness Associate for performance reasons.
        Such
        requests will be evaluated between Chordiant Professional Services Manager
        and
[ * ]. If Chordiant or a Chordiant customer should still
        request the removal of a Ness Associate, the Ness Associate will be released
        from the engagement with no penalties to Chordiant. However Chordiant will
        pay
        for the pro-rated remaining Deferred Fees for the said Ness
        Associate.

       

      


       

      


      11.           Personnel
        Equipment

      


      In
        case the Ness Associates should be deployed in one of the Chordiant Engineering
        labs, Chordiant will provide the appropriate infrastructure (computer, software)
        required in the execution of the project.. Ness will not provide any
        infrastructure (computer, software) required in the execution of the
        project.

      


      Ness
        will provide each Ness Associate with a Cellular / Mobile Phone. Ness will
        Bill
        actual Usage / Charges to Chordiant limited to business calls.

      


      


      


      12.           Assumptions,
        Dependencies and Exclusions.

      


      The
        parties agree that the services to be provided under this Statement of Work
        are
        substantially different than those contemplated at the time the parties executed
        the Agreement. Accordingly, several provisions of the Agreement are not
        applicable to this Statement of Work and it is hereby agreed that such clauses
        shall not be applicable with respect to this Statement of Work. Specifically,
        the following provisions of the Agreement shall not be applicable to this
        Statement of Work:

      


      


      


      Section
        3.1(e)
        ,3.1(f);                                                                          Section
        16.1;

      Section
        3.2 (a)-(g), 3.3,
        3.4;                                                                          Section
        17.1, 17.2, 17.3;

      Section
        3.6, 3.7, 3.8, 3.9,
        3.10;                                                                          Section
        17.5;

      Section
        4.1,4.2,4.3,4.4,4.5;                                                                          Section
        17.8, 17.9, 17.10;

      Section
        5.2;                                                                          Section
        24;

      Section
        8;                                                                          Section
        25;

      Section
        9;                                                                          Section
        26;

      Section
        10;                                                                          Section
        27.3;

      Section
        11.2,4, 6, and
        9;                                                                          Section
        28.3(a)(ii);

      Section
        12;                                                                          Section
        30; and

      Section
        13.2;                                                                          Section
        31.1.

      Section
        13.9, 13.10;

      Section
        14.2;

      


      The
        remaining provisions of the Agreement shall remain in full force and effect
        and
        shall continue to govern this Statement of Work. Notwithstanding the foregoing,
        in the event any provision of this Statement of Work conflicts with a provision
        of the Agreement, the provision in this Statement of Work shall
        control.

      


       

      


       

      


      
        	
                Chordiant
                  Software, Inc.

                Signed:
                  /s/ Cary G.
                  Morgan                                                                   

                 

                Name:
                  Cary G.
                  Morgan                                                                   

                 

                Title:
                  V. P.
                  Finance                                                                   

                 

                Dated:
                  June 16,
                  2004                                                                   

              	
                Ness
                  Global Services, Inc.

                Signed:
                  /s/ Shashank
                  Samant                                                                   

                 

                Name:
                  Shashank
                  Samant                                                                   

                 

                Title:
                  Executive Vice President, Managed Labs

                 

                Dated:
                  June 16,
                  2004                                                                   

              


      

      


       


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Annexure-
        A

      


      Skills
        Set ofthe Ness-CHRD Professional Services Team

      


      General

      
        	
                 

              	
                •

              	
                4+
                  years of software industry
                  experience

              


      

      


      
        	
                 

              	
                •

              	
                Communication
                  skills

              


      

      


      
        	
                 

              	
                •

              	
                Multi-year
                  [ * ] experience in large
                  application

              


      

      


      
        	
                 

              	
                •

              	
                development
                  projects

              


      

      


      
        	
                 

              	
                •

              	
                Insight
                  and understanding of [ * ]
                  projects

              


      

      


      
        	
                 

              	
                •

              	
                Insight
                  and understanding of customer
                  requirements

              


      

      


      
        	
                 

              	
                •

              	
                Project
                  background contains 2 or more of the following technical
                  specialties

              


      

      


      
        	
                 

              	
                •

              	
                Large
                  Business application experience for commercial applications (e.g.
                  Banking,
                  Travel, Finance, Telecommunications or large defense communications
                  systems).

              


      

      


      
        	
                 

              	
                •

              	
                Computer
                  - Telephony Integration in call centers 100+ users or greater,
                  networked
                  hardware systems such as ACDs (telephone switches), VRUs (voice
                  response
                  unit--voice mail)

              


      

      


      
        	
                 

              	
                •

              	
                Distributed
                  computing applications; worked on software projects where the PC
                  application was connected to a UNIX/ WIN NT server across building,
                  state
                  or country lines. Highly networked environments including integration
                  with
                  Internet apps (e.g. calling web sites to retrieve data such as
                  time-of-day, weather, maps, etc.).

              


      

      


      
        	
                 

              	
                •

              	
                Development
                  and/or customization of a [ * ]
                  solution

              


      

      


      
        	
                 

              	
                •

              	
                Heterogeneous
                  or multiple interface experience e.g. [ *
                  ]

              


      

      


      
        	
                 

              	
                •

              	
                Relational
                  DBMS (one of:  [ *
                  ]

              


      

      


      
        	
                 

              	
                •

              	
                Ability
                  to completely install sophisticated UNIX or Win NT software applications
                  onto large multi-CPU servers.

              


      

      


      Technical

      


      
        	
                 

              	
                •

              	
                Proficient
                  with [ * ] design and development [ *
                  ]  as well as some [ * ] Analysis
                  (UML); supported by concrete tool knowledge for code generation
                  as
                  [ * ]

              


      

      
        	
                 

              	
                •

              	
                Experience
                  with [ * ] or equivalent as well as configuration
                  management and versioning tools

              


      

      


      
        	
                 

              	
                •

              	
                Excellent
                  technical knowledge of one or the following domains, solid exposure
                  to the
                  other domain:

              


      

      


      
        	
                 

              	
                •

              	
                Design
                  and development of [ * ] based enterprise back end
                  components based on [ *
                  ]

              


      

      


      
        	
                 

              	
                •

              	
                Design
                  and development of Java-based enterprise front end components based
                  on
                  [ * ]

              


      

      


      Experience
        installing and administrating a J2EE application server and deploying an
        enterprise application under [ * ]  Good config. and
        versioning management experience would be required.


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 2.5-B

       

      Offshore
        Professional Services LoB Statement of Work

       

      Attachment
        to Exhibit 2.5 Professional Services of Business
        Description

       

       

      This
        Offshore Professional Services Line of Business Statement of Work (“SOW”) is
        incorporated into the Master Services Agreement dated December 15, 2003 by
        and between Ness Global Services, Inc. (“Ness” or “Supplier”) and Chordiant
        Software, Inc. (“Chordiant”) (for the purposes of this Statement of Work, the
“Agreement”) with the exception of certain Clauses that do not pertain to the
        Professional Services Line of Business (“Exclusions”). Such Exclusions have been
        identified in Section 16 (Assumptions, Dependencies, and
        Exclusions) in this document. 

       

       

      


       

       

      This
        SOW describes Services and Deliverables to be performed and provided by Ness
        under the Offshore Professional Services Line of Business pursuant to the
        Agreement.  Chordiant desires to use the technical and consulting services
        of Ness Associates, and Ness agrees to provide such services under the terms
        and
        conditions detailed in this document. The Ness Associates would be deployed
        at
        onsite projects in the United States to implement Chordiant products and
        technology under the guidance of the Chordiant Consulting Services Manager
        and/or the Project Manager.  Chordiant will also designate a “PSO
        Program Manager” herein referred to as the Chordiant PSO Program
        Manager. 

       

       

      


       

      1.  Scope
        of Project / Duration

       

      Chordiant
        has engaged Ness to provide Supplemental Staff under a Sub-Contracted, Time
        and
        Materials Basis (T&M) for specific Chordiant Professional Services
        Projects.

       

      This
        Statement of Work (SOW) shall be effective from the date of start of training
        of
        the first batch i.e. target of April 25th, 2005 (“Effective Date”), and shall
        remain in effect for one (1) year and can be renewed thereafter on mutual
        agreement.

       

      2.  Location:

       

      The
        work done by the Ness Associates can be divided into the following two
        categories.  (a) All productive work will be performed onsite in the
        US by Ness Associates; (b) Chordiant will maintain the “Bench” of this team at
        the Ness Mumbai-India offshore center.  “Bench” is defined as Supplier
        personnel located in Ness Mumbai-India center that are readily available,
        and
        have the skills and qualifications, to provide the Services listed in this
        SOW.

       

      For
        Providing Onsite Services: The services as per this SOW shall be provided by
        the Ness Associates deployed to Chordiant US locations and/or Chordiant Customer
        locations in the United States.

       

      For
        Offshore Services (Bench): The Ness Associates will be located in the Ness
        Mumbai-India center while they are on Bench. Chordiant has the option of
        keeping
        the Ness Associates at Chordiant US locations and/or Chordiant Customer
        locations in the United States; however the Onsite Billing Rates (as defined
        in
        section 6) would be applicable in such situations. In case any Ness Associate
        is
        expected to be on bench for an extended period of time, Ness and Chordiant
        will
        jointly check the feasibility of deploying this Ness Associate to the Chordiant
        EPC in Bangalore-India.

       

      3.  Number
        of Ness Associates Required.

       

      Ness
        will provide a team of [ * ] Ness Associates in two batches of
[ * ] each (the “Ness Team”). The team will include [ *
        ] Ness designated Leader/Manager as a working member of the
        Team.

       

      Ness
        may utilize up to [ * ] contractors on this engagement on a
        case-by case basis, and will inform Chordiant about the same.

       

      4.  Project
        Schedule/Milestones/Acceptance.

       

      The
        Ness Team will be responsible for work as defined and communicated by the
        Chordiant Project Manager.  No Acceptance or Acceptance Criteria are
        applicable under this SOW.

       

      5.  Training:

       

      Training
        Location:                                           Training
        will be conducted by the Chordiant trainers, or trainers designated by Chordiant
        at Ness Mumbai – India for a period of [ * ]. The start dates
        of the training are provided below. The faculty for training would be provided
        by Chordiant at no cost to Ness. In case some resources from the existing
        US-based Ness PSO team are required as trainers for training, boot-camps
        etc.,
        their usual services billing rate and T&E reimbursements  will be
        applicable.

       

      Training
        Start Date:

       

      Batch
        1: [ * ] Ness Associates to start training
        by                                                                                                           target
        of April 25th,
        2005

       

      Batch
        2: [ * ] Ness Associates to start training
        by                                                                                                           target
        of June 27th,
        2005

       

      Ness
        will train [ * ] additional Ness Associates at its own cost to
        mitigate any performance issues. Ness will automatically bill for the services
        provided by the Ness Associate(s) to Chordiant as per the rates specified
        in the
        following section if they replace any billable Ness Associate who has been
        terminated for quality/performance reasons specified in Section 11 of this
        document, or if any of these Ness Associate(s) are deployed either Onsite
        or
        Offshore by Chordiant.  Ness will begin billing for services of the
        replacement Ness Associate(s) from the first day they begin performing
        services.

       

      Associate
        Start Date: is defined as the date from which an Associate undergoes
        training, or starts performing services for Chordiant as per this
        SOW.

       

      


       

      


       

      6.  Fees,
        Rates and Payments:

       

      The
        Onsite Billing Rates and Offshore Billing Rates are collectively referred
        to as
        Services Fees in this document.

       

      Onsite
        Billing Rates: Ness will charge Chordiant a flat rate of [ *
        ] per person hour during the Onsite deployment of any Ness Associate
        in
        the US, calculated based on a minimum of [ * ] per working
        week.

       

      Airfare
        and Visa Costs: The Onsite Billing Rates mentioned above include all
        expenses except Airfare and Visa costs, which would be reimbursed by Chordiant
        on actual for all Ness Associates.

       

      Offshore
        Billing Rates:  Ness will charge Chordiant a flat Services Fee of
[ * ] per person hour, during the Offshore deployment of
        any
        Ness Associate in India, or while they are on Bench in India, calculated
        based
        on a minimum of [ * ] per working week.

       

      Billing
        Rates during training:  Ness will not charge for the initial
[ * ] of time spent by the Ness Team while undergoing training
        imparted by the Chordiant trainers.  Additionally, Ness will not
        charge for training an additional [ * ] Ness
        Associates.

       

      Billing
        Rates during resource vacations:  Ness will not charge Chordiant
        for vacation time incurred by the associates assigned to the
        program.

       

      Payment
        of Overtime or Weekend work:  Payment of overtime and/or weekend
        work will be handled on a case-by-case basis and is to be governed by
        Chordiant’s terms and conditions with its Customer, as well as applicable
        federal, state and local laws.  All overtime and/or weekend work must
        be approved by the Chordiant Project Manager or the Chordiant PSO Program
        Manager.

       

      Travel
        & Expenses (T&E):  Each Ness Associate will be deployed to
        a single designated Chordiant US location or Chordiant Customer location
        in the
        US. The cost associated with redeployment of any Ness Associate within the
        US
        from these designated locations would be reimbursed by Chordiant at actual
        costs. Any short-term travel within the US will be paid by Chordiant on actual
        as per the T&E policy in place between Ness and Chordiant for the current
        US-based Ness PSO team.

       

      In
        the case that Chordiant’s Customer has a standard Travel & Expense Policy,
        the Customer’s Policy will take precedence over the agreed upon T&E Policy,
        as long as the Customer Policy is consistent with the agreed upon intentions
        of
        Ness and Chordiant, and is compliant to generally acceptable industry
        practices.

       

      The
        average onsite trip is assumed to be [ * ] months in
        duration.  Every offshore Ness Associate is assumed to travel back and
        forth from India to US once every [ * ] months. The relocation
        costs incurred by Ness during 2 trips to the US per Ness Associate per year
        have
        been considered in the Onsite Billing Rates indicated in this section. The
        relocation costs for any further trips to the US would be reimbursed by
        Chordiant on actual costs.

       

      


       

      7.  Billing
        Frequency

       

      Ness
        will bill Chordiant for services on a monthly basis, to be paid within NET
        30
        days of date of receipt of Invoice.

       

      Travel
        & Expenses (T&E) will be billed to Chordiant on a fortnightly basis to
        be paid within NET 15 days of Date of Invoice.  The Ness Associates
        will be required to enter all time and expense information into Chordiant’s
        T&E system, [ * ], within 1 business day following
        month-end.  Chordiant will issue an electronic mail reminder to all
        Ness Associates that have not submitted their time and expense information
        within 3 business days from the end of the billing cycle.  The Ness
        Associates will be required to input all of their time and expense by close
        of
        business the fifth business day after the month close. Failure to enter time
        or
        expense in a timely manner could result in the forfeiture of fees or
        out-of-pocket expenses. If an expense report is submitted after the fifth
        business day after the month close, due to a Chordiant internal issue or
        an
        operational failure of the time entry system, or a delay in receiving invoices
        or bills from third party vendors, such amounts will not result in
        forfeiture.

      


      8.  Utilization
        Commitment

       

      Chordiant
        agrees to provide guarantee of utilization of all [ * ] Ness
        Associates for a period of [ * ] from the Effective Date
        (“Utilization Guarantee Period”), as per section 2 and section 6. The Ness
        Associates will be continuously billable to Chordiant after the initial
[ * ] training time and except for training the additional
[ * ] Ness Associates. However, vacation time
        of any Ness
        Associate will not be billed to Chordiant.

       

      9.  Termination

       

      a.  Chordiant
        shall not terminate this Agreement prior to the completion of six (6) months
        from the Effective Date.  Chordiant shall have the option of
        terminating this Agreement upon completion of six (6) months from the Effective
        Date.  In such case, Chordiant shall provide Ness with at least four
        (4) weeks prior written notice of termination, and there shall be no penalty
        or
        other termination fee associated with such termination.

       

      b.   Chordiant
        shall not terminate an assignment with Ness or release any or all of the
        Ness
        Associates prior to the completion of six (6) months from their respective
        Associate Start Date. Chordiant shall have the option of terminating an
        assignment with Ness or release any or all of the Ness Associates upon
        completion of six (6) months from their respective Associate Start
        Date.  In such case, Chordiant shall provide Ness with at least four
        (4) weeks prior written notice of such termination or release, and there
        shall
        be no penalty or other termination fee associated with any such termination
        or
        release.

       

      c.  Notwithstanding
        the provisions of this Section 9, Chordiant may terminate any Ness Associate
        for
        performance related issues at any time after the Effective Date in accordance
        with the provisions of Section 10.

       

      


      


      


      


      10.           Quality
        and Remedy:

       

      From
        and after the Effective Date, in case of a performance
        issue with any Ness Associate(s) identified in writing by Chordiant to Ness,
        Chordiant may place such Ness Associate(s) in a “Remedy Period” of [ *
        ].  Chordiant and Ness shall mutually agree on what remedial
        action should be taken with respect to such Ness Associate(s) during the
        Remedy
        Period.  Upon completion of the Remedy Period, the Ness Associate will
        be either reassigned to an assignment or terminated by Chordiant. All the
        above
        actions (identification of performance issue, completion of the Remedy Period,
        the action taken after the Remedy Period) will be taken upon mutual concurrence
        between Chordiant and Ness Program Managers, and will be accompanied by all
        the
        required supporting documentation.

       

      During
        the Remedy Period the Associate can either be onsite or be sent back to Ness
        Mumbai –India. Upon completion of the Remedy Period, in case the Program
        Managers agree to terminate the Ness Associate, [ * ].
        Additionally, within the first six (6) months from the Effective Date, the
        following will apply:

       

       (a) 
        If more than [ * ] the Ness Team or [ * ] Ness
        Associates (whichever is greater) are terminated by Chordiant, then Ness
        will
        provide [ * ] person month of free offshore services period to
        Chordiant for every additional Ness Associate terminated. (i.e. [ *
        ] person month of free offshore services period would be applicable
        for
        the [ * ] and [ * ] Ness Associate
        terminated.)

       

       (b) If
        more than [ * ] the team or [ * ] Ness
        Associates (whichever is greater) are terminated by Chordiant, then Ness
        will
        provide [ * ]person months of free offshore services period to
        Chordiant for every additional Ness Associate terminated. (i.e. [ *
        ] person months of free offshore services period would be applicable
        for the [ * ] and [ * ] Ness Associate
        terminated.)

       

       (c) 
        If more than [ * ] the team or [ * ] Ness
        Associates (whichever is greater) are terminated by Chordiant, then Ness
        will
        provide 2 person months of free offshore services period to Chordiant for
        every
        additional Ness Associate terminated. (i.e. [ * ] person months
        of free offshore services period would be applicable for any Ness Associate
        terminated beyond the [ * ] resource). Alternatively,
        Chordiant would have the option to terminate this SOW without payment of
        any
        additional early termination fees.

       

      11.           Travel
        Order & Time Accounting

       

      All
        Travel and Expenses will be pre-approved by the Chordiant Project Manager
        or the
        Chordiant PSO Program Manager, and these will be used as the basis for billing
        T&E to Chordiant. All other T&E (Visa, flybacks to India, or other
        non-billable (to Chordiant customer) travel) must be pre-approved by the Chordiant PSO Program
        Manager or the VP of North America Consulting.

       

      Time
        Sheets will be approved by Chordiant Professional Services Manager, and these
        will be used as the basis for billing Service Fees to Chordiant.

       

      12.           Project
        Management and Reporting Responsibilities.

       

      The
        parties acknowledge and agree that the Chordiant PSO Program Manager or the Chordiant Account
        Project
        Manager/Consulting Services Manager, who shall be a Chordiant employee,
        shall be completely responsible for the management and direction of the Ness
        Associates and the Services provided by Ness under this SOW.

       

      13.           Selection
        of Ness Associates.

       

      All
        Ness Associates to be deployed on this engagement will be selected by Ness.
        On
        request by Chordiant, the resume of these candidates will be provided by
        Ness to
        the Chordiant PSO Program Manager.

       

      14.           Personnel
        Equipment

       

      Chordiant
        will provide the appropriate infrastructure (laptop computer, software) required
        in the execution of the project. Ness will not provide any infrastructure
        required in the execution of the project while the Ness Associates are working
        in the USA.

       

      Ness
        will provide the desktops to the Ness Associates while working at Ness-Mumbai.
        Ness will also provide network connectivity between the Chordiant-EPC in
        Bangalore-India and Ness-Mumbai.

       

      15.           Short-Term
        Travel

       

      If
        an offshore based Ness Associate is required to travel to the US for a
        predetermined time of less than 3 months (or as legally permissible by INS
        guidelines), these Associates may be able to travel on a short-term business
        visa. In this case, the Offshore Billing Rates as mentioned in section 6
        would
        be applicable while the Ness Associate is in the US.

       

      Travel
        and Expenses (T&E), Airfare and Visa costs would be charged additionally at
        actual, as per details provided in Section 6 of this document.

       

      16.           Assumptions,
        Dependencies and Exclusions.

       

       

      The
        parties agree that the services to be provided under this Statement of Work
        are
        substantially different than those contemplated at the time the parties executed
        the Agreement.  Accordingly, several provisions of the Agreement are not
        applicable to this Statement of Work and it is hereby agreed that such clauses
        shall not be applicable with respect to this Statement of Work. 
Specifically, the following provisions of the Agreement shall not be applicable
        to this Statement of Work:

       

       

      


       

      
        	
                Section
                  3.1(e), 3.1(f);

                Section
                  3.2 (a)-(g), (h) 3.3, 3.4

                Section
                  3.6, 3.7, 3.8, 3.9, 3.10;

                Section
                  4.1, 4.2, 4.3, 4.4, 4.5;

                Section
                  5.2;

                Section
                  8;

                Section
                  9;

                Section
                  10;

                Section
                  11.2, 11.4, 11.6, 11.7(a), (c) and 11.9;

                Section
                  12;

                Section
                  13.2;

                Section
                  13.9, 13.10;

                Section
                  14.2;

                 

              	
                Section
                  16.1;

                Section
                  17.1, 17.2, 17.3;

                Section
                  17.5;

                Section
                  17.8, 17.9, 17.10;

                Section
                  24 ;

                Section
                  25;

                Section
                  26;

                Section
                  27.3;

                Section
                  28.3(a)(ii);

                Section
                  30; and

                Section
                  31.1.

                 

              


      

      


       

      The
        remaining provisions of the Agreement shall remain in full force and effect
        and
        shall continue to govern this Statement of Work.  Notwithstanding the
        foregoing, in the event any provision of this Statement of Work conflicts
        with a
        provision of the Agreement, the provision in this Statement of Work shall
        control.

       

      


      


      
        	
                Chordiant
                  Software, Inc.

                Signed:
                  /s/ Robert J.
                  Cummings                                                                   

                 

                Name:
                  Robert J.
                  Cummings                                                                   

                 

                Title:
                  V. P. North America Consulting

                 

                Dated:
                  March 15,
                  2005                                                                   

              	
                Ness
                  Global Services, Inc.

                Signed:
                  /s/ Rocco
                  Cazza                                                                   

                 

                Name:
                  Rocco
                  Cazza                                                                   

                 

                Title:
                  Corporate
                  Counsel                                                                   

                 

                Dated:
                  March 15,
                  2005                                                                   

              


      

      



      
        
                

                              [
                        *
          ] = 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 3

       

      Service
        Levels

       

      
        	
                1.  

              	
                GENERAL
                  PROVISIONS

              


      

       

      1.1  General

       

      This
        Exhibit sets forth the agreement between the Parties relating to Service
        Levels (as defined below) against which Supplier’s
        performance of the Base Services under the Lines of Business will be
        measured.  Supplier will perform each Base Service for which a Service
        Level has been established at no less than the applicable Service Level (as
        defined below).

       

      1.2  Attachments

       

      The
        applicable Service Levels required for each Line of Business, together with
        measurement criteria and performance credit details, are set forth in the
        following attachments:

       

      Attachment
        3-A                                           Product
        Support Service Level Agreement

       

      Attachment
        3-B                                           Product/Technical
        Stack Sustaining Service Level Agreement

       

      Attachment
        3-C                                           Product
        Test Service Level Agreement

       

      Attachment
        3-D                                           Product
        Development Service Level Agreement

       

      Attachment 3-E                                           Measuring
        Tools and Methodologies

       

      1.3  Reporting

       

      [
        * ]

       

      1.4  Definitions

       

      Capitalized
        terms used in this Exhibit and not defined in this
Section 1.4 will have the meaning set forth in the
        Agreement.

       

      “Performance
        Credit” shall mean a credit in an amount calculated in accordance with
Section 1.5 (Overview of Performance Credit Process for
        Service Level Failures) payable to Chordiant by Supplier in connection with
        Service Level Failures.

       

      “Performance
        Cure Period” means the period of time agreed upon the Program Managers
        during which a Service Level Failure will not give rise to a Performance
        Credit
        under the applicable Line of Business.

       

      “Service
        Level” means the required level of performance specified in the Attachments
        to this Exhibit for Base Services under each Line of Business.

       

      “Service
        Level Failure” means Supplier’s failure, subject to Section 6.4
        of the Agreement, to perform a Base Service under a particular Line of Business
        at the applicable required Service Level.

       

      1.5  Overview
        of Performance Credit Process for Service Level Failures

       

      If
        a Service Level Failure occurs in a particular Line of Business in any calendar
        month during the Term, subject to any Performance Cure Period in place for
        such
        Line of Business, Supplier shall provide a Performance Credit to Chordiant
        as
        specified in the applicable Attachment to this Exhibit for each Line of
        Business.

       

      1.6  Reporting
        and Invoicing Related to Service Level Failures

       

      
        	
                (a)  

              	
                Reporting.  In
                  each monthly report regarding Supplier’s performance of the Base Services,
                  Supplier will, with respect to the immediately preceding month,
                  (i) notify Chordiant of any Performance Credits to which Chordiant
                  is
                  entitled; and (ii) describe any Service Level Failure that occurred.
                   Pursuant to
                  Exhibit 6 (Governance), the Parties may
                  mutually agree in writing to modify the form or content of the
                  standard
                  reports, or to require Supplier to provide additional or custom
                  reports.

              


      

       

      
        	
                (b)  

              	
                Invoices
                  For Performance Credits earned for Service Level
                  Failures.  Supplier shall report and credit to Chordiant the
                  total amount of all Performance Credits owed to Chordiant for Service
                  Level Failures in the invoice for the month following the Service
                  Level
                  Failures (e.g., the amount of Performance Credits with respect
                  to Service
                  Level Failures occurring in June will be set forth in the invoice
                  for
                  July’s Base Charges).

              


      

       

      1.7  Problem
        Escalation

       

      [
        * 2 pages of text omitted]

       

      
        	
                1.8  

              	
                Measuring
                  Tools

              


      

       

      [
        * 1 page of text omitted]

       

      
        	
                2.  

              	
                DETAILED
                  METRICS

              


      

       

      The
        detailed metrics relating to Service Levels are set forth in the Attachments
        to
        this Exhibit.

       


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 3-A

       

      Product
        Support Line of Business Service Level Agreement

       

      Attachment
        to Exhibit 3 (Service Levels)

       

      
        	
                1.  

              	
                Definitions.  Capitalized
                  terms used in this Attachment and not defined in this
                  Section 1 will have the meaning set forth in the
                  Agreement.

              


      

       

      “EDC
        Product Support Center” means that portion of the EDC that is dedicated to
        providing Base Services under the Product Support Line of Business.

       

      “Response
        Time” means the time from an Authorized User logging a Case (via telephone,
        email, fax or Web channels) to the EDC Product Support Center acknowledging
        receipt of such Case with the issuance of a Case Number.

       

      “Restoration
        Time” means the time from an Authorized User logging a Case (via telephone,
        email, fax or Web channels) to the restoration of service of the Authorized
        User’s Chordiant system.

       

      “Fix/WA/Close/Resolution
        Time” means the time from an Authorized User logging a Case (via telephone,
        email, fax or Web channels) to the Case being closed.  Closure may be
        as a result of:  (a) Development of a patch to fix a defect in
        the Chordiant Product and its installation on the Authorized User’s Chordiant
        system; (b) the Authorized User using the product in a different manner to
        avoid
        encountering the product issues (Workaround); or (c) the Authorized User
        agreeing that the reported Case is not a product defect.

       

      “Critical
        Service Level” means those Service Levels identified in this Attachment for
        which no Performance Cure Period shall be applicable.  Critical
        Service Levels are identified in this Attachment by **.

       

      “Performance
        Credit” is defined in Section 3.2.

       

      “Performance
        Cure Period” is defined in Section 3.3.

       

      “Priority
        1” is defined in Section 2.2.

       

      “Priority
        2” is defined in Section 2.2.

       

      “Priority
        3” is defined in Section 2.2.

       

      “Priority
        4” is defined in Section 2.2.

       

      “Backlog”
        means the number of active (non-closed) Cases.

       

      “Product
        Support Engineer” or “PSE” means an EDC staff member performing Base
        Services in the Product Support Line of Business.

       

      “PSE
        Tier 2 Response to Interaction” means the time from assigning a Case to a
        Product Support Engineer to the PSE’s first response to investigate the assigned
        Case.

       

      “Management
        Escalation” means the Escalation Process defined in
Exhibit 2.1 (Product Support Line
        of Business Description).

       

      “Mean
        Workload” means the number of Cases that a Product Support Engineer is
        actively handling at the same time.  Measures with a three (3) month
        moving average.

       

      [
        * ]

       

      [
        * ]

       

      “Line
        of Business Start” means the point in time when the first team or sub-team
        of EDC Personnel are in place for purposes of providing Base Services under
        the
        Product Support Line of Business.

       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                2.  

              	
                Product
                  Support Service Levels

              


      

       

      
        	
                2.1  

              	
                **Response,
                  Restoration and Resolution Time Service Levels.  The
                  following table sets forth the maximum Response, Restoration and
                  Resolution Times permitted for managing cases logged by Authorized
                  Users
                  with the EDC Product Support
                  Center.

              


      

       

      [
        * 2 pages of text omitted]

      


      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      (a)  Priority
        Levels.

       

      
        	
                 

                Priority
                  Level

              	
                 

                Definition

              
	
                Priority
                  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 major performance degradation.  No workaround is
                  available.

              
	
                Priority
                  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.

              
	
                Priority
                  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.

              
	
                Priority
                  4

                Problem

                 

              	
                Business
                  impact is moderate or small.

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

              


      

      


      2.2  Service
        Levels.

       

      [
        * ]

       

      
        	
                3.  

              	
                Review
                  and Performance Failure

              


      

       

      
        	
                3.1  

              	
                Review.  For
                  Base Services under the Product Support Line of Business, this
                  Attachment
                  will be in effect throughout the Term.  However, the Service
                  Levels will not be used or applied to determine a Performance Credit
                  during the first six (6) months following the Line of Business
                  Start.  At the end of the fifth (5th)
                  month, the
                  Steering Committee will review actual performance against the Service
                  Levels set forth herein.  Response and Resolution Times set
                  forth in Section 2.1 must remain fixed; however, the
                  Steering Committee will determine if adjustments to resource levels,
                  process changes, infrastructure/system requirements and/or the
                  percentage
                  variance in achievability of the Service Levels are required, subject
                  to
                  Section 8.6 of the
                  Agreement.

              


      

       

      [
        * 1 page of text omitted]

       


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 3-B

       

      Product/Technical
        Stack Sustaining Line of Business

       

      Service
        Level Agreement

       

      Attachment
        to Exhibit 3 (Service Levels)

       

      1.           Definitions:

       

      Capitalized
        terms used in this Attachment and not defined in this
Section 1 will have the meaning set forth in the
        Agreement.

       

      “Sustaining
        Engineer” means an EDC staff member assigned to the Product Sustaining team
        within the Product Sustaining and Tech Stack Line of Business.

       

      “Escalated
        Case” means an Authorized User Case that the Product Support team has been
        unable to address and has passed it (escalated) to the Product Sustaining
        team
        for more in-depth technical analysis.

       

      “Escalation
        Backlog” means the number of Escalated Cases that are in the Product
        Sustaining team’s work queue.

       

      “Defect
        Density” means the number of defects per 1000 lines of code.

       

      “Defect
        Removal Rate” means the number of defects found during the Product Test
        Phase of the release divided by the sum of (a) the number of defects found
        during the Product Test Phase of the release and (b) the number of defects
        found after GA (General Availability).

       

      “Tech
        Stack Change Impact Analysis” means understanding the likely impact of a new
        Technical Stack component on the ability of the Chordiant product to operate
        according to specification.

       

      “Tech
        Stack Certification” means the running of a defined series of Test Scripts
        to verify that the Chordiant product performs as per specification on the
        defined Technical Stack.

       

      “Stability
        Test Run” means a long duration test (greater than 26 hours) that is used to
        verify that the product under the test’s performance does not degrade or fail
        over time.

       

      “Line
        of Business Start” means the point in time when the first team or sub-team
        of EDC Personnel are in place for purposes of providing Base Services under
        the
        Product/Tech Stack Sustaining Line of Business.

       

      “Critical
        Service Level” means those Service Levels identified in this Attachment for
        which no Performance Cure Period shall be applicable.  Critical
        Service Levels are identified in this Attachment by **.

       

      “Performance
        Credit” is defined in Section 4.2.

       

      “Performance
        Cure Period” is defined in Section 4.3.

       

      
        	
                2.  

              	
                [
                  * ]

              


      

       

      
        	
                3.  

              	
                [
                  * ]

              


      

       

      
        	
                4.  

              	
                Review;
                  Performance; and Guarantee of
                  Quality

              


      

       

      
        	
                4.1  

              	
                Review.  For
                  Base Services under the Product and Technical Stack Sustaining
                  Line of
                  Business, the terms of this Attachment will be in effect throughout
                  the
                  Term.  However, the Service Levels stated herein will not be
                  used or applied to determine a Performance Credit during the first
                  six (6)
                  months following the Line of Business Start.  At the end of the
                  fifth (5th)
                  month,
                  Supplier and Chordiant Program Managers will review actual performance
                  against the Service Levels set forth herein and agree upon appropriate
                  revisions to the Service Levels (or any changes) and/or determine
                  if
                  adjustments to resource levels, process changes, infrastructure/system
                  requirements are required, subject to Section 8.6 of the
                  Agreement.  The proposed revised Service Levels will be reviewed
                  and agreed upon by the Steering Committee.  Changes to
                  Performance Measurement criteria will require objective data to
                  support
                  case for change.  Chordiant and Supplier Program Managers will
                  review Service Level performance on a monthly
                  basis.

              


      

       

      [
        * 1 page of text omitted]

      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 3-C

       

      Product
        Test Line of Business Service Level Agreement

       

      Attachment
        to Exhibit 3 (Service Levels)

       

      
        	
                1.  

              	
                Definitions

              


      

       

      Capitalized
        terms used in this Attachment and not defined in this
Section 1 will have the meaning set forth in the
        Agreement.

       

      “Test
        Engineer” means an EDC staff member performing Product Testing activities
        within the Product Test Line of Business.

       

      “Test
        Script” means a document that describes the steps and actions (Test Cases)
        required to be undertaken by a Test Engineer to test a Module/Function
        Point.

       

      “Module
        / Function Point” means a component of a Chordiant Product which may be a
        sub-system or functional unit.

       

      “Stability
        Test Run” means a long duration test (greater than 26 hours) that is used to
        verify that the product under the test’s performance does not degrade or fail
        over time

       

      “Performance
        Test Run” means a test that is designed to test that the product under test
        meets the performance requirements as defined in the product Marketing
        Requirements Document.

       

      “Severity
        Level 1” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 2” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 3” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 4” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Defect”
        means a product behavior that is not in conformance with its functional and
        design specification.

       

      “Defect
        Removal Rate (Test)” means the number of defects found during the Product
        Test Phase of the release divided by the sum of (a) the number of defects
        found during the Product Test Phase of the release and (b) the number of
        defects found after GA.

       

      “GA”
        means General Availability.  The product is released and generally
        available for purchase by customers with no restrictions on its
        usage.

       

      “Test
        Cycle” means the execution of a defined series of Test
        Scripts.  The Product Test Phase of the release comprises a number of
        Test Cycles – the exact number of Test Cycles being defined during the project
        planning process.

       

      “Line
        of Business Start” means the point in time when the first team or sub-team
        of EDC Personnel are in place for purposes of providing Base Services under
        the
        Product Test Line of Business.

       

      “Performance
        Credit” is defined in Section 3.2.

       

      “Performance
        Cure Period” is defined in Section 3.3.

       

      
        	
                2.  

              	
                [
                  * ]

              


      

       

      


      
        	
                3.  

              	
                Review,
                  Performance; and Guarantee of
                  Quality

              


      

       

      
        	
                3.1  

              	
                Review.  For
                  Base Services under the Product Test Line of Business, this Attachment
                  will be in effect throughout the Term.  However, the Service
                  Levels will not be used or applied to determine a Performance Credit
                  during the first six (6) months the Line of Business Start.  At
                  the end of the fifth (5th)
                  month,
                  Supplier and Chordiant Program Managers will review performance
                  against
                  the Service Levels set forth herein and agree upon appropriate
                  revisions
                  to the Service Levels (or any changes) and/or determine if adjustments
                  to
                  resource levels, process changes, infrastructure/system requirements
                  are
                  required, subject to Section 8.6 of the
                  Agreement.  The proposed revised Service Levels will be reviewed
                  and agreed upon by the Steering Committee.  Changes to
                  Performance Measurement criteria will require objective data to
                  support
                  case for change.  Chordiant and Supplier Program Managers will
                  review Service Level performance on a monthly
                  basis.

              


      

       

      [
        * ]

      


       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 3-D

       

      Development
        Line of Business Service Level Agreement

       

      Attachment
        to Exhibit 3 (Service Levels)

       

      
        	
                1.  

              	
                Definitions

              


      

       

      Capitalized
        terms used in this Attachment and not defined in this
Section 1 will have the meaning set forth in the
        Agreement.

       

      “Modules
        / Function Points” means a component of a Chordiant Product which may be a
        sub-system or functional unit.

       

      “Severity
        Level 1” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 2” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 3” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Severity
        Level 4” is defined in Exhibit 2.2 (Product
        Sustaining Line of Business Description) Section
        3.1.1.

       

      “Stability
        Test Run” means a long duration test (greater than 26 hours) that is used to
        verify that the product under the test’s performance does not degrade or fail
        over time

       

      “Performance
        Test Run” means a test that is designed to test that the product under test
        meets the performance requirements as defined in the product Marketing
        Requirements Document.

       

      “Defect
        Removal Rate” means the number of defects found by Product Test divided by
        the sum of (a) the number of defects found by Product Test and (b) the
        number of defects found by Development.

       

      “Cyclomatic
        complexity” means is a measure of software module complexity (defined by
        McCabe) .

       

      “Line
        of Business Start” means the point in time when the first team or sub-team
        of EDC Personnel are in place for purposes of providing Base Services under
        the
        Development Line of Business.

       

      “Critical
        Service Level” means those Service Levels identified in this Attachment for
        which no Performance Cure Period shall be applicable.  Critical
        Service Levels are identified in this Attachment by **.

       

      “Performance
        Credit” is defined in Section 3.2.

       

      “Performance
        Cure Period” is defined in Section 3.3.

       

      
        	
                2.  

              	
                [
                  * 1 page of text omitted ]

              


      

       

      
        	
                3.  

              	
                Review;
                  Performance Failure; Guarantee of
                  Quality

              


      

       

      
        	
                3.1  

              	
                Review.  For
                  Base Services under the Development Line of Business, this Attachment
                  will
                  be in effect throughout the Term.  However, the Service Levels
                  will not be used or applied to determine a Performance Credit during
                  the
                  first six (6) months following the Line of Business Start.  At
                  the end of the fifth (5th)
                  month,
                  Supplier and Chordiant Program Managers will review actual performance
                  against the Service Levels set forth herein and agree upon appropriate
                  revisions to the Service Levels (or any changes) and/or determine
                  if
                  adjustments to resource levels, process changes, infrastructure/system
                  requirements are required, subject to Section 8.6 of the
                  Agreement.  The proposed revised Service Levels will be reviewed
                  and agreed upon by the Steering Committee.  Changes to
                  Performance Measurement criteria will require objective data to
                  support
                  case for change.  Chordiant and Supplier Program Managers will
                  review SLA performance on a monthly
                  basis.

              


      

       

      [
        * ]

       


      
        
                

                              [
              * ] = 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 4

       

      Pricing

       

      1.  Introduction.

       

      This
        Exhibit sets forth the monthly rates for EDC Personnel, the lines of applicable
        expenses and the Travel & Expense Policies, and describes the methodology
        for calculating and invoicing the monthly Fees for the Services.

       

      The
        Fees for EDC Personnel (“Service Fees”), as calculated in
        accordance with this Exhibit, compensates Supplier for providing the
        Services.

       

      In
        addition, this Exhibit sets forth the calculation method for the Termination
        Fee.

       

      2.  Attachments.

       

      Attachment
        4-A                                           Service
        Fees and Expenses

       

      Attachment
        4-B                                           Travel
& Expense Policies

       

      Attachment
        4-C                                           Termination
        Fee

       


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        4-A

       

      Service
        Fees and Expenses

       

      
        	
                1.  

              	
                EDC
                  Personnel

              


      

       

      1.1  The
        Service Fees are set forth in Section 1.3 below.  The Service
        Fees may be modified solely by and in accordance with the Agreement and this
        Exhibit.  Each modification of the Service Fees will be reflected in
        an amendment to this Attachment 4-A.  Supplier shall invoice
        Chordiant for the monthly amount of the Service Fees, which is calculated
        as
        described in Section 1.2.  The Service Fees calculated in
        accordance with this Exhibit shall fully compensate Supplier for providing
        the
        Services during the appropriate billing period.

       

      1.2  For
        the avoidance of doubt, Chordiant shall not, unless expressly provided for
        in
        the Agreement, be charged for any time spent by EDC Personnel used by Supplier
        to cure any breach of warranty, fix Supplier errors or defects, or re-perform
        any Services that were improperly performed.

       

      1.3  “Billing
        Rate”

       

      
        	
                (a)  

              	
                Flat
                  rate of [ * ] per Compensable
                  person/month.

              


      

       

      
        	
                (b)  

              	
                “Compensable”
                  shall require a minimum commitment of [ * ] dedicated
                  toward the Services during the calendar
                  month.

              


      

       

      
        	
                (c)  

              	
                Pro-Ration
                  – Determined on a [ * ]
                  basis:

              


      

       

      Supplier
        will not charge for a resource during any week in which the resource did
        not
        work a minimum of [ * ].

       

      
        	
                (d)  

              	
                Overages
                  – The maximum number of hours for each EDC Personnel shall be [ *
                  ].  Supplier shall not bill for overtime, but if effort
                  exceeds [ * ], the Parties will conduct staffing level
                  discussions as outlined below, and the Parties will agree to either
                  increase the staffing levels or adjust the work load.  Actual
                  time booked to Chordiant (hours worked) will be made available
                  to
                  Chordiant and reviewed on a monthly basis to ensure pro-rating
                  is working
                  fairly for both Parties.

              


      

       

      
        	
                (e)  

              	
                In
                  each invoice, Supplier shall separate all Service Fees by Line
                  of
                  Business.

              


      

       

      
        	
                1.4  

              	
                “T&E”
                  – Travel & Expenses will be in accordance with whichever option under
                  the Supplier and Chordiant T&E policies is least expensive, with the
                  exception of per diem rates, which will be in accordance with Supplier’s
                  T&E policy.

              


      

       

      1.5  Supplier
        Location (On-Site) – Billing Rate

       

      
        	
                1.6  

              	
                Chordiant
                  Location (Off-Site):

              


      

       

      
        	
                (a)  

              	
                “Off-Site
                  EDC Personnel” means those EDC Personnel who Chordiant requires
                  to perform Service in a country other than that in which they regularly
                  reside.

              


      

       

      
        	
                (b)  

              	
                First
                  [ * ]– Billing Rate + Travel & Expenses
                  (“T&E”), subject to subsection (d)
                  below.

              


      

       

      
        	
                (c)  

              	
                Time
                  Exceeding [ * ]– Billing Rate + T&E for Off-Site EDC
                  Personnel.  In the event Chordiant requires that Off-Site EDC
                  Personnel are Off-Site for more than [ * ], or Supplier
                  is otherwise required to obtain work visas/permits for such Personnel,
                  Chordiant shall reimburse Supplier the actual wages paid by Supplier,
                  taking into account the published Department of Labor prevailing
                  wages or
                  other surveys acceptable to the applicable governmental authorities,
                  as
                  well as alternative visa arrangements, that may reduce the cost
                  to
                  Chordiant.

              


      

       

      
        	
                (d)  

              	
                If
                  it is known prior to their assignment that Off-Site EDC Personnel
                  will be
                  Off-Site for more than [ * ], the applicable rate shall
                  be as set forth under subsection (c) from the day such Off-Site
                  EDC
                  Personnel commence performing Services on an Off-Site
                  basis.

              


      

       

      
        	
                (e)  

              	
                While
                  Supplier will not charge Service Fees for the initial 4-week training
                  period, as set forth in Section 11.4(d) of the Agreement, T&E
                  will apply during that time.

              


      

       

      
        	
                2.  

              	
                Pass
                  Through Costs

              


      

       

      2.1  “Pass
        Through Costs” shall mean an actual expense incurred by Supplier on
        Chordiant’s behalf, for which Chordiant has agreed to reimburse Supplier on an
        actual out-of-pocket basis.

       

      2.2  Chordiant
        will reimburse Supplier for Pass Through Costs.  Supplier will
        proactively work with Chordiant during the Term to minimize the Pass Through
        Costs.

       

      
        	
                3.  

              	
                Other
                  Expenses

              


      

       

      3.1  Chordiant
        will reimburse Supplier for such other expenses as agreed upon between the
        Parties.

       


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        4-B

       

      Travel
        & Expense Policies

       

      Supplier
        T&E Policy

       

      
        	
                1.  

              	
                Round-trip
                  coach/economy airfare (India to designated site/work
                  location);

              


      

       

      
        	
                2.  

              	
                Hotel
                  or other lodging accommodation (double occupancy
                  permitted);

              


      

       

      
        	
                3.  

              	
                Automobile
                  rental [ * ];

              


      

       

      
        	
                4.  

              	
                Fixed
                  “per diem” amount of [ * ] per day (covering meals and
                  incidentals); and

              


      

       

      
        	
                5.  

              	
                Visa
                  fees (at cost).

              


      

       

      Supplier
        shall communicate any changes in this policy to Chordiant no less than thirty
        (30) days prior to any change.

       

      


       

      Chordiant
        T&E Policy

       

      [
        * ]

       


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        4-C

       

      Termination
        Fee

       

      Termination
        Fee

       

      If
        Chordiant terminates the Agreement in accordance with Section 24.1
        of the Agreement, Chordiant shall pay a Termination Fee within thirty (30)
        days
        of the date of Termination to Supplier in accordance with the following
        formula:

       

      [
        * ]

       


      
        
                

                              [
                        *
          ] = 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
        4A

       

      Pass
        Through Costs

       

      I.           Equipment

       

      A.           Hardware

       

      B.           Software

       


      
        
                

                              [
                        *
          ] = 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
        4B

       

      Other
        Expenses

       

      Infrastructure
        Space

       


      
        
                

                              [
                        *
          ] = 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 5

      Human
        Resources

       

      1.           General.  Supplier
        will be responsible for providing the EDC Personnel required to perform the
        Services.  Supplier personnel assigned to the EDC will be dedicated to
        Chordiant on a full-time basis, except as otherwise agreed by
        Chordiant.  Each of Supplier’s personnel performing Services will
        execute a Chordiant-approved Confidentiality and Proprietary Information
        and
        Inventions Agreement, in the form set forth on
Attachment 5-D.

       

      2.           Attachments.

       

      Attachment
        5-A                                EDC
        Personnel, Supplier Key Personnel

       

      Attachment
        5-B                                Resource
        Ramp-up Plan

       

      Attachment
        5-C                                Resource
        Skill Profile

       

      Attachment
        5-D                                Form
        of Proprietary Information Assignment Agreement

       

      3.           Training.  Generally,
        staff training will occur in multiples of eight (8), but may include fewer
        or
        greater numbers of individuals as necessary when Lines of Business are brought
        online pursuant to the ramp up plan set forth in
Attachment 5-B.  The four (4) week initial free period (as
        described in Exhibit 4 (Pricing)) does not start until the full
        training team is in place (for such team, the “Training Start
        Date”).  EDC Personnel will go through the following training
        period(s):

       

      
        	
                §  

              	
                Initial
                  Supplier induction and familiarization:  This will cover
                  Supplier and Chordiant policies, the Chordiant EDC policies and
                  procedures.  The induction training will take place prior to the
                  Training Start Date.

              


      

       

      
        	
                §  

              	
                On
                  site at Chordiant:  a two (2) week seminar program covering
                  Chordiant Product and product Internals.  This training is aimed
                  at software engineers who will be developing Chordiant products,
                  as
                  opposed to using or developing with, Chordiant
                  Products.

              


      

       

      
        	
                §  

              	
                On
                  Site at Chordiant:  a one (1) week seminar program covering
                  Chordiant development, sustaining, test and support processes as
                  appropriate. This will include training in Chordiant tools and
                  systems.

              


      

       

      
        	
                §  

              	
                On
                  site at Chordiant:  a two (2) week “one-on-one” mentoring
                  process, where EDC Personnel will be given real work tasks under
                  close
                  supervision.

              


      

       

      
        	
                §  

              	
                At
                  the EDC:  Four (4) week mentoring program.  Chordiant
                  staff on site at the EDC Site will continue to mentor
                  staff.

              


      

       

      
        	
                §  

              	
                Ready
                  for full time assignment to operational
                  team.

              


      

       

      All
        Supplier Key Personnel and at least half of the EDC Personnel will go through
        the training session detailed above.  The remaining EDC Personnel will
        be trained by the Chordiant-trained EDC Personnel themselves following the
        same
        program as above.

       


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        5-A

      EDC
        Personnel, Key Supplier Personnel

       

      1.           Key
        Supplier Personnel.  The following organizational roles
        within the EDC have been identified as of the Effective Date to be filled
        by Key
        Supplier Personnel.  Individuals to fill these positions will be
        identified by Chordiant in accordance with Section 11.3 of the
        Agreement during the Transition Period and thereafter as the ramp-up plan
        set
        forth in Attachment 5-B is implemented.  The Parties will
        complete this Attachment 5-A to reflect such assignments and will
        update the table below from time-to-time as necessary during the ramp-up
        period
        outlined in Attachment 5-B and thereafter during the Term.

      


      
        	
                Name

              	
                Role

              	
                Line
                  of Business

              	
                Tier

              	
                Start
                  Date

              
	 	
                EDC
                  Team Program Manager

              	 	 	 
	 	 	 	 	 
	 	
                Project
                  Manager

              	
                Product
                  Test

              	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	 	 	 	 
	 	
                Project
                  Manager

              	
                Product
                  Development

              	 	 
	 	
                Senior
                  Developer

              	 	 	 
	 	 	 	 	 
	 	
                Project
                  Manager

              	
                Sustaining

              	 	 
	 	
                Senior
                  Developer

              	 	 	 
	 	
                Senior
                  Developer

              	 	 	 
	 	 	 	 	 
	 	
                Project
                  Manager

              	
                Product
                  Support

              	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Team
                  Lead

              	 	 	 
	 	
                Senior
                  Support Engineer

              	 	 	 
	 	
                Senior
                  Support Engineer

              	 	 	 
	 	
                Senior
                  Support Engineer

              	 	 	 


      

      


      1.           EDC
        Personnel.  In addition to the Supplier Key Personnel, during
        the Transition Period, the Parties will identify and assign additional
        individuals to serve as EDC Personnel in the organization roles identified
        below.  The Parties will complete this Attachment 5-A to
        reflect such assignments and will update from time-to-time as necessary during
        the ramp-up period outlined in Attachment 5-B and thereafter during the
        Term.

      


      
        	
                Name

              	
                Role

              	
                Tier

              	
                Start
                  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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        5-B

      Resource
        Ramp-up Plan

      


      Table
        1 Resource Ramp-up Plan for Product Support, Product Sustaining, Product
        Test
        and Development Lines of Business

      


      [
        * 1 page of text
        omitted]

      


      During
        the Transition Period, Chordiant may request a faster staffing ramp, upon
        which
        Supplier will work with Chordiant to determine an agreed revised ramp up
        plan.

      



      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        5-C

      Resource
        Skill Profile

       

      The
        following table provides an indicative mix of skill levels for planning
        purposes.  Chordiant and Supplier may agree to change the balance of
        skills mix via the Steering Committee.  Chordiant will provide
        detailed job specifications for all positions during the transition planning
        to
        enable alignment of Chordiant titles/job levels with those of the
        Supplier.  It is expected that within the EDC, Chordiant job titles
        will be used.

      


      [
        * 3 pages of text omitted]

      


      


      
        	
                Supplier
                  Resource Tier Definition (For use in Skill Level Definition
                  only)

              
	
                Category

              	
                Capability
                  / Skill

              
	
                [
                  * ]

              	 


      


      
        
                

                              [
                        *
          ] = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        5-D

      Form
        of Proprietary Information and Inventions Agreement

       

      
        PROPRIETARY
          INFORMATION AND INVENTIONS AGREEMENT

         

        


      

      The
        following confirms an agreement between me and Ness Global Services, Inc.
        and
        Ness India, Ltd., (the “Company”), which is a material part of the consideration
        for my employment as a consultant by the Company (all references to “employment”
shall mean retention as an employee of the Company for services to be performed
        as part of establishing and operating an Extended Development Center for
        the
        Company’s client, Chordiant Software, Inc. (“Client”), in India):

       

      1.           I
        recognize that the Company is engaged in a continuous program of research,
        development and production. I also recognize that the Company possesses or
        has
        rights and will possess and obtain rights to information which has commercial
        value in the Company’s and its Client’s business (”Proprietary Information”).
        Such Proprietary Information includes, but is not limited to, trade secrets,
        product ideas, processes, formulas, data, know-how, software and other computer
        programs and copyrightable materials, data about the Company consultants
        such as
        the performance levels and terms of employment, mask work rights, marketing
        plans and strategies, sales and financial reports and forecasts, and customer
        lists.

       

      2.           I
        understand and agree that my employment as a consultant creates a relationship
        of confidence and trust between me and the Company with respect to (i) all
        Proprietary Information, and (ii) the confidential information of third parties,
        including Client, with which the Company has a business relationship. At
        all
        times, both during my employment as a consultant by the Company and after
        its
        termination, I will keep in confidence and trust all such information, and
        I
        will not use any such information for the benefit of, or disclose it to,
        any
        third party other than Client without the written consent of the Company
        or
        Client.

       

      3.           In
        addition, I hereby agree as follows:

       

      a)           All
        Proprietary Information shall be the sole property of the Company and its
        assigns, and the Company and its assigns shall be the sole owner of all trade
        secrets, patents, copyrights, mask work rights and any other rights in
        connection therewith. I hereby assign to the Company any rights I may have
        or
        acquire in such Proprietary Information.

       

      b)           All
        documents, records, apparatus, equipment and other physical property, whether
        or
        not pertaining to Proprietary Information, furnished to me by the Company
        or
        produced by me or others in connection with my employment as a consultant
        shall
        be and remain the sole property of the Company. I shall return to the Company
        all such materials and property as and when requested by the Company. Even
        if
        the Company does not so request, I shall return all such materials and property
        upon termination of my employment as a consultant by me or by the Company
        for
        any reason, and I will not take with me any such material or property or
        any
        reproduction thereof upon my termination without the Company’s or Client’s
        written consent.  I agree to keep and maintain adequate and current
        records (in the form of notes, sketches, drawings and in any other form that
        may
        be required by the Company) of all Proprietary Information developed by me
        and
        all Inventions made by me during the term of this Agreement, which records
        shall
        be available to and remain the sole property of the Company at all
        times.

       

      c)           I
        will promptly disclose to the Company, or any persons designated by it, all
        improvements, inventions, works of authorship, formulas, processes, and
        techniques, whether or not patentable (collectively, “Inventions”), made or
        conceived, reduced to practice or learned by me, either alone or jointly
        with
        others, during the term of my employment as a consultant.

       

      d)           All
        Inventions which I conceive, develop or have developed (in whole or in part,
        either alone or jointly with others) through the (i) use of equipment, supplies,
        facilities or trade secret information of the Company, or (ii) during the
        hours
        for which I am to be or was compensated by the Company, or (iii) which relate
        at
        the time of conception or reduction to practice thereof to the business of
        the
        Company or to its actual or demonstrably anticipated research and development
        or
        (iv) which result from any work performed by me for the Company, shall be
        the
        sole property of the Company and its assigns (and to the fullest extent
        permitted by law shall be deemed works made for hire), and the Company and
        its
        assigns shall be the sole owner of all patents, copyrights, trademarks, trade
        secrets, and any other rights in connection therewith. I hereby assign to
        the
        Company any rights that I may have or will acquire in such
        Inventions.  I agree to assign in the future (when any such Inventions
        are first reduced to practice or first fixed in a tangible medium, as
        applicable) to the Company, or to Client as directed by the Company, any
        rights
        that I may have or will acquire in such Inventions.  The provisions in
        this Section shall not apply to any of the inventions, improvements, ideas,
        technologies, products, product categories, or processes listed in Exhibit
        A.

       

      e)           With
        respect to Inventions described in Section 3.d) above, I will assist the
        Company
        in every proper way (but at the Company‘s expense) to obtain and from time to
        time enforce patents, copyrights, trademarks, trade secrets, or other rights
        in
        said Inventions in any and all countries, and will execute all documents
        reasonably necessary or appropriate for this purpose. This obligation shall
        survive the termination of my employment as a consultant.  In the
        event, after reasonable efforts to do so, the Company is unable for any reason
        whatsoever to secure my signature to any document reasonably necessary or
        appropriate to meet time-sensitive filing requirements for any of the foregoing
        purposes, (including renewals, extensions, continuations, divisions or
        continuations in part), I hereby irrevocably designate and appoint the Company
        and its duly authorized officers and agents, as my agents and attorneys-in-fact
        to act for and in my behalf and instead of me, but only for the purpose of
        executing and filing any such document and doing all other lawfully permitted
        acts to accomplish the foregoing purposes with the same legal force and effect
        as if executed by me. The grant in the preceding sentence is made to assure
        timely compliance with applicable requirements and shall in no way be used
        or
        construed to prejudice me in the assertion of  my rights in the
        subject Inventions against the Company.

       

      f)           So
        that the Company may be aware of the extent of any other demands upon my
        time
        and attention, I will disclose to the Company (such disclosure to be held
        in
        confidence by the Company) the nature and scope of any other business activity
        in which I am or become engaged during the term of my employment as a
        consultant. During the term of my employment as a consultant, I will not
        engage
        in any business activity which is related to the Company’s business or its
        actual or demonstrably anticipated research and development. A current list
        of
        my other activities that are approved by the Company is attached as Exhibit
        B.

       

      g)           During
        my employment by the Company and for a period of one (1) year
        thereafter,  I agree not to solicit or induce any consultants of or
        other people hired by the Company to work for another employer. I also will
        not
        assist in the hiring or attempted hiring of any such person by another employer
        during this period nor will I encourage any such person to terminate his
        employment or other relationship with the Company.  The foregoing
        restrictions shall not apply in the event that I become an employee of Client
        and such activities are expressly permitted pursuant to the terms of the
        agreement between the Company and Client.

       

      4.           As
        a matter of record I attach hereto a complete list of all inventions or
        improvements relevant to the subject matter of my employment as a consultant
        by
        the Company and which have been made or conceived or first reduced to practice
        by me, alone or jointly with others, prior to my employment as a consultant
        with
        the Company (“Prior Inventions”), and I covenant that such list is
        complete.  If I incorporate a Prior Invention into a Company product,
        process or machine, the Company is hereby granted and shall have a nonexclusive,
        royalty-free, irrevocable, perpetual, worldwide license (with rights to
        sublicense through multiple tiers of sublicensees) to make, have made, modify,
        use and sell such Prior Inventions.  I hereby agree, that, in the
        event that I incorporate a Prior Invention into a Company product, process
        or
        machine, that (a) such incorporation shall not result in a breach or violation
        of any confidentiality agreement by which I am bound, and (b) such incorporation
        shall not infringe the right(s) of any third party. Notwithstanding the
        foregoing, I agree that I will not incorporate, or permit to be incorporated,
        Prior Inventions in any Inventions without the Company’s prior written
        consent.

       

      5.           I
        represent that my execution of this Agreement, my employment as a consultant
        with the Company and my performance of my proposed duties to the Company
        in the
        development of its business will not violate any obligations I may have to
        any
        former employer or third parties, including any obligations to keep confidential
        any proprietary or confidential information of any such employer. I have
        not
        entered into, and I will not enter into, any agreement which conflicts with
        or
        would, if performed by me, cause me to breach this Agreement.

       

      6.           In
        the course of performing my duties to the Company, I will not utilize any
        proprietary or confidential information of any former employer or third
        parties.

       

      7.           This
        Agreement does not affect the period that I will be retained as a consultant,
        which is governed by a consulting agreement between the Company and
        me.

       

      8.           This
        Agreement shall be effective as of the first day of my employment as a
        consultant by the Company, shall be binding upon me, my heirs, executors,
        assigns and administrators and shall inure to the benefit of the Company,
        its
        successors and assigns.

       

      9.           Unless
        otherwise agreed between the Company and Client in writing, in the event
        that
        ownership and control of Ness Global Services, Inc.’s India Extended Development
        Center (EDC), which is where I will perform services on behalf of Client,
        shall
        be transferred to Client, I hereby agree to remain with the EDC and become
        an
        employee of Client, at Client’s discretion, upon such transfer.

       

      10.  I
        agree that for the term of my employment with the Company and for one (1)
        year
        after termination, or for a period of one (1) year after transfer of the
        EDC to
        Client, whichever is later, I will not directly or indirectly represent,
        be
        employed by, consult for or otherwise be associated with Client’s “Competition”
(including, but not limited to Siebel and Epiphany) in the same capacity
        for
        which the Company is providing services to Client.   I will not
        perform any work for Client’s Competition in the same physical facilities as
        services are performed for Client. I shall notify Client if I provide any
        services to Competition or engage in any activities or business relations
        with
        Client’s Competition.

       

      11.  Because
        my services are personal and unique and because I may have access to and
        become
        acquainted with  Proprietary Information, the Company shall have the
        right to enforce this Agreement and any of its provisions by injunction,
        specific performance or other equitable relief, without bond and without
        prejudice to any other rights and remedies that the Company may have for
        a
        breach of this Agreement.

       

      12.  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        India.  If any provision of this Agreement is found by a court of
        competent jurisdiction to be unenforceable for any reason, the remainder
        of this
        Agreement shall continue in full force and effect.  If moreover, any
        one or more of the provisions contained in this Agreement shall for any reason
        be held to be excessively broad as to duration, geographical scope, activity
        or
        subject, it shall be construed by limiting and reducing it, so as to be
        enforceable to the extent compatible with the applicable law as it shall
        then
        appear.  The prevailing party in any action to enforce this Agreement
        will be entitled to recover its reasonable attorney’s fees and costs in
        connection with such action.

       

      


      Accepted
        and Agreed to by Consultant:

      


      


      


      Signature

      


      Print
        name

      


      Address

      


      City/State/Zip

      


      Date

      


      


      Accepted
        and Agreed by Company:

      


      


      Signature

      


      Print
        name

      


      Title

      


      Date

      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      


      EXHIBIT
        A:  LIST OF INVENTIONS

      


      1.  The
        following is a complete list of all inventions or improvements relevant to
        the
        subject matter of my employment as a consultant by Company that have been
        made
        or conceived or first reduced to practice by me, alone or jointly with others,
        prior to my employment by Company that I desire to remove from the operation
        of
        the Company’s Proprietary Information and Inventions Agreement.

       

      
        	
                 

              	
                (Check
                  One)

              


      

       

      No
        inventions or
        improvements.

       

      
        	
                 

              	
                See
                  below: Any and all inventions
                  regarding

              


      

       

      ______________________________________

       

      
        	
                 

              	
                ______________________________________

              


      

       

      
        	
                 

              	
                ______________________________________

              


      

       

      


      
        	
                 

              	
                Additional
                  sheets attached. (Exhibit A)

              


      

       

      


      


       

      2.  I
        propose to bring to my employment the following materials and documents of
        a
        former employer:

       

      
        	
                 

              	
                (Check
                  if applicable)

              


      

       

      ______________________________________

       

      
        	
                 

              	
                ______________________________________

              


      

       

      
        	
                 

              	
                ______________________________________

              


      

       

      
        	
                 

              	
                ______________________________________

              


      

       

      


       

      
        	
                 

              	
                No
                  materials or documents.

              


      

       

      


      


      


      


      Consultant
        signature

      


      


      Date

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B:  CONSULTANT’S OTHER ACTIVITIES APPROVED BY
        COMPANY

      


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit 6

       

      Governance

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit sets out the Governance structure for the Agreement; the roles and
        responsibilities of both Parties to maintain a working relationship; and
        the
        type, content and frequency of the review meetings that will be
        held.

       

      2.  Steering
        Committee.  Prior to the Effective Date, Chordiant and
        Supplier will establish a Steering Committee, consisting of both Chordiant
        and
        Supplier executives.  The names and/or titles of the representatives
        serving on the initial Steering Committee are listed in
Attachment 6-A (Committee Membership) to this
        Exhibit.  The Steering Committee will have executive management
        responsibility for the Agreement and for the relationship between the
        Parties.

       

      2.1  Steering
        Committee Members.  The Steering
        Committee shall be co-chaired by the Chordiant SVP W/W Engineering and
        Supplier’s EVP Managed Labs and will be comprised as
        follows:

       

      (a)  Chordiant

       

      (i)  SVP
        W/W Engineering

       

      (ii)  Chordiant
        EDC Program Director

       

      (iii)  Head
        W/W Support

       

      (b)  Supplier

       

      (i)  Executive
        Vice President, Managed Labs

       

      (ii)  Vice
        President, Global Delivery

       

      (iii)  Chief
        Delivery Officer (CDO)

       

      (iv)  Chordiant-India-EDC
        Program Manager

       

      2.2  Key
        Responsibilities.  The responsibilities of the Steering
        Committee include, but are not limited to:

       

      (a)  Discuss
        staffing levels (quarterly);

       

      (b)  Approve
        special recognition awards, variable compensation or bonuses for EDC
        Personnel;

       

      (c)  Modify
        balance of resource skill level mix;

       

      (d)  Review
        actual performance against Service Levels; and

       

      (e)  Review
        and approve modifications to Service Levels.

       

      2.3  Meetings.  The
        frequency and manner of Steering Committee meetings shall be as
        follows:

       

      (a)  One
        (1) meeting per week during the first calendar quarter of the Term, with
        at
        least one (1) such meeting to be held in-person at a Chordiant
        Location.

       

      (b)  One
        (1) meeting per month after the first calendar quarter of the Term during
        the
        remainder of the first calendar year of the Term, with at least one (1) meeting
        per calendar quarter to be held in-person, at alternating sites.

       

      (c)  After
        the first calendar year of the Term, at least one (1) meeting per calendar
        quarter.

       

      2.4  Reports.  The
        Chordiant EDC Program Director and the Chordiant-India-EDC Program Manager
        will
        be responsible for preparing the minutes of each Steering Committee meeting
        for
        the review and approval of the full Steering Committee at its next
        meeting.

       

      3.  Program
        Managers.  Prior to the Effective Date, Chordiant and
        Supplier will appoint Program Managers.  The names and/or titles of
        the representatives serving as Program Managers are listed in Attachment
        6-A (Committee Membership) to this Exhibit.  The Program Managers
        will be responsible for the day-to-day oversight of the EDC, with their specific
        roles and responsibilities to be further defined by the Parties during the
        transition planning conducted during the Transition Period.

       

      3.1  Key
        Responsibilities.  The responsibilities of the Program
        Managers include, but are not limited to:

       

      (a)  Recommend
        special recognition awards, variable compensation or bonuses for EDC
        Personnel;

       

      (b)  Determine
        operating procedures for daily data back-up;

       

      (c)  Agreement
        upon facility access control to the EDC;

       

      (d)  Review
        Service Level performance (monthly) and propose revisions to Steering
        Committee;

       

      (e)  Discuss
        Service Level failures by Supplier;

       

      (f)  Monitor
        and validate headcount assumptions;

       

      (g)  Preparing
        “Dashboard” reports for review by the Steering Committee; and

       

      (h)  Such
        other responsibilities as will be defined by the Parties during transition
        planning.

       

      3.2  Meetings.
        Program Managers shall hold at least one (1) meeting per week during
        the Term or with higher frequency as appropriate or requested by
        Chordiant.  Meetings of the Program Managers shall be held in such
        manner as the Program Managers determine.

       

      3.3  Reports.  The
        Program Managers shall be responsible for preparing “Dashboard” reports in the
        format set forth in Exhibit 9 (Reports, Section 2), which shall
        be submitted on a monthly basis to the Steering Committee.

       

      4.  Policies
        and Procedures Manual.  The Policies and Procedures Manual
        will provide comprehensive documentation of the procedures that will be followed
        by Supplier to implement and manage the EDC.  The responsibilities of
        Supplier and Chordiant will be clearly indicated within the document (including
        specific responsibilities by job title or function).  The manual will
        be used jointly by the Parties to assist with overall coordination and
        communication regarding the Agreement.  During the Transition Period,
        Supplier and Chordiant shall jointly develop and approve the Policies and
        Procedures Manual including, at a minimum, the content indicated in
Attachment 6-B (Policies and Procedures Manual Content) to this
        Exhibit.

       

      


       


      
        
                

                              [
                        *
          ] = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 6-A

      Steering
        Committee Membership

       

      
        	
                1.  

              	
                Steering
                  Committee Members

              


      

       

      1.1  Chordiant:

       

      
        	
                Title

              	
                Name

              	
                Contact
                  Information

              
	
                [
                  * ]

              	 	 


      

       

      


       

      1.2  Supplier:

       

      
        	
                Title

              	
                Name

              	
                Contact
                  Information

              
	
                [
                  * ]

              	 	 


      

      


       


      
        
                

                              [
                        *
          ] = 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.
              
      

                    
      
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 6-B

      Policies
        & Procedures Manual Content

       

      
        	
                1.  

              	
                Introduction.  This
                  document describes in summary the general content and organization
                  of the
                  Policies and Procedures Manual that will be developed by Supplier
                  and
                  Chordiant during the Transition Period to support Governance of
                  the
                  Agreement.

              


      

       

      2.  Topics.  The
        Policies and Procedure Manual will cover the topics identified below, as
        well as
        any additional content as may be agreed upon by the Parties during the
        Supplier/Chordiant planning sessions held during the Transition
        Period:

       

      
        	
                §  

              	
                Procedures
                  for setting priorities regarding scheduling the performance of
                  Services;

              


      

       

      
        	
                §  

              	
                Reporting
                  frequency;

              


      

       

      
        	
                §  

              	
                Meetings,
                  frequency;

              


      

       

      
        	
                §  

              	
                Change
                  Control Procedures; and

              


      

       

      
        	
                §  

              	
                the
                  topics identified in the table
                  below:

              


      

       

      
        	
                Content

              	
                Brief
                  Description

              
	
                ORGANIZATIONAL
                  OVERVIEW

              	 
	
                 

                1.  Chordiant
                  Governance Organization.

                 

              	
                Include
                  organization charts, description of functions performed, contact
                  information.

              
	
                 

                2.  Supplier
                  Management Organization

                 

              	
                Include
                  organization charts, description of functions performed, contact
                  information.

              
	
                 

                3.  Key
                  Contacts – Chordiant

                 

              	
                A
                  list of contacts within Chordiant that perform a liaison function
                  in
                  regard to the Services (by business unit, by
                  geography).

              
	
                 

                4.  Key
                  Contacts – Supplier

                 

              	
                A
                  list of the Supplier employee key contacts (name, contact number,
                  e-mail
                  address, etc.)

              
	
                PERFORMANCE
                  MANAGEMENT PROCEDURES

              	
                Ongoing,
                  “steady state” procedures and policies; content below shall include
                  information on coordination activities, responsibilities of each
                  party (by
                  title / function).

              
	
                 

                1.  Performance
                  Monitoring and Reporting Procedures (by Line of Business, as
                  applicable)

                 

              	
                Supplier
                  and Chordiant to describe procedures it will use to verify proper
                  Service
                  delivery on a day-to-day basis, including internal reporting and
                  reporting
                  to Chordiant.

              
	
                 

                2.  Problem
                  Management and Escalation Procedures (by Line of Business, as
                  applicable)

                 

              	
                Supplier
                  and Chordiant to describe procedures it will use to identify problems,
                  report and resolve problems, and escalate as necessary within Supplier
                  organization and/or Chordiant.

              
	
                 

                3.  Root
                  Cause Analysis Procedures (by Line of Business, as
                  applicable)

                 

              	
                Supplier
                  and Chordiant to describe procedures it will use to determine root
                  cause
                  of problems, including involvement of (and/or support to)
                  Chordiant.

              
	
                 

                4.  Service
                  Level Measurement and Reporting Procedures

                 

              	
                Supplier
                  and Chordiant to describe procedures it will use to measure and
                  report
                  Service Levels to Chordiant.

              
	
                 

                5.  Project
                  Management Procedures

                 

              	
                Supplier
                  and Chordiant to describe the methodology and procedures it will
                  use to
                  manage and report on Projects.

              
	
                 

                6.  Change
                  Management – Operational and Technical Procedures

                 

              	
                Supplier
                  and Chordiant to describe the procedures it will use (including
                  the
                  notification process, timing, planning, authorization, and implementation)
                  regarding changes to the operational and technical environment.
                  Supplier
                  will include responsibilities and authority of
                  Chordiant.

              
	
                 

                7.  Asset
                  Management

                 

              	
                Supplier
                  and Chordiant to describe procedures for installing, tracking,
                  and
                  removing Equipment and Software assets.

              
	
                 

                8.  Physical
                  Access & Security Procedures

                 

              	
                Supplier
                  to describe the physical access and security procedures it will
                  use.

              
	
                 

                9.  Network
                  Access & Security Procedures

                 

              	
                Supplier
                  to describe the network access and security procedures it will
                  use.

              
	
                 

                10.  Disaster
                  Recovery and Business Continuity Procedures

                 

              	
                Supplier
                  and Chordiant to describe the procedures it will use in regard
                  to Disaster
                  Recovery and business continuity (Supplier may reference other
                  documents
                  containing comprehensive procedures, but should provide general
                  overview
                  within the Policies and Procedures Manual).

              
	
                FINANCIAL
                  MANAGEMENT PROCEDURES

              	
                Ongoing,
                  “steady state” procedures and policies; content below shall include
                  information on coordination activities, responsibilities of each
                  party (by
                  title / function).

              
	
                 

                1.  Invoicing

                 

              	
                Supplier
                  and Chordiant to describe procedures for invoicing (and verification
                  of
                  invoice by Chordiant).  Content to include procedures for
                  calculating Base Charges (per Line of Business, as applicable),
                  invoicing
                  of projects, etc.  Content to include procedures regarding
                  disputed invoice amounts.

              
	
                 

                2.  Performance
                  Credits

                 

              	
                Supplier
                  and Chordiant to describe procedures for calculating Performance
                  Credits
                  on invoices.

              
	
                CONTRACT
                  MANAGEMENT PROCEDURES

              	
                Ongoing,
                  “steady state” procedures and policies; content below shall include
                  information on coordination activities, responsibilities of each
                  party (by
                  title / function)

              
	
                 

                1.  Change
                  Control Procedures

                 

              	
                Supplier
                  and Chordiant to describe procedures regarding Changes under the
                  Agreement.  Content to include notification period and process,
                  authority levels, and escalation procedures for
                  Changes.

              
	
                 

                1.  Reporting

                 

              	
                Supplier
                  and Chordiant to describe procedures and activities regarding key
                  standard
                  reports and requests for ad-hoc reports from Chordiant.

              
	
                 

                2.  Benchmarking

                 

              	
                Supplier
                  and Chordiant to describe procedures for Benchmarking exercises,
                  including
                  determination and agreement of benchmark firm, sample peer group
                  and
                  process used for benchmark, payment for benchmark, review of results,
                  and
                  potential outcome.  Content should include dispute resolution
                  process.

              
	
                 

                3.  Auditing

                 

              	
                Supplier
                  and Chordiant to describe procedures for operational and/or financial
                  audits.  Supplier to describe notification process and
                  procedures to resolve audit findings.

              
	
                 

                4.  Supplier
                  Key Personnel

                 

              	
                Supplier
                  and Chordiant to describe procedures for Chordiant approval regarding
                  replacement or removal of Key Personnel.

              
	
                 

                5.  Dispute
                  Resolution

                 

              	
                Supplier
                  and Chordiant to describe procedures regarding formal dispute resolution
                  process.

              
	
                RELATIONSHIP
                  MANAGEMENT PROCEDURES

              	
                Ongoing,
                  “steady state” procedures and policies; content below shall include
                  information on coordination activities, responsibilities of each
                  party (by
                  title / function).

              
	
                 

                1.  Customer
                  Satisfaction Surveys

                 

              	
                Supplier
                  and Chordiant to describe the process to be used for conduct of
                  customer
                  satisfaction surveys.  Content should include procedures
                  regarding action items and attempts to resolve customer
                  issues.

              
	
                 

                2.  Business
                  Units

                 

              	
                Supplier
                  and Chordiant to describe procedures and responsibilities regarding
                  the
                  relationship between the Lines of Business, the Chordiant Governance
                  organization, and the Supplier.  Content to include procedures
                  regarding communication and coordination regarding Statements of
                  Work,
                  Service delivery issues, budgeting and financial issues,
                  etc.

              
	
                SUPPLIER
                  OPERATIONAL PROCEDURES

              	
                Ongoing,
                  “steady state” procedures and policies; content below shall include
                  information on coordination activities, responsibilities of each
                  party (by
                  title / function).

              
	
                 

                1.  Operational
                  Procedures (by Line of Business, as applicable)

                 

              	
                The
                  activities that the Supplier proposes to undertake in order to
                  provide the
                  Services, including those directions, supervision, monitoring,
                  staffing,
                  reporting, planning and oversight activities normally undertaken
                  by the
                  Supplier which shall be consistent with those Supplier activities
                  used to
                  provide services similar to the
                  Services.

              


      

      



      
        
                

                              [
                        *
          ] = 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 7

       

      Facility
        Locations & Standards

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit describes the sites at which the Services are performed.

       

      
        	
                2.  

              	
                Attachments.

              


      

       

      Attachment 7-A                                           Chordiant
        Sites

       

      Attachment 7-B                                           Supplier
        Site

       

      Attachment 7-C                                           Dedicated
        Lab Standards

       

      Attachment 7-D                                           Chordiant
        Affiliates

       


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        7-A

      Chordiant
        Sites

       

      Supplier
        EDC Personnel may be required to provide Services onsite at the following
        Chordiant locations, or such other locations as may be specified in an
        applicable Statement of Work.

      


      [
        * ]

      


      Supplier
        personnel will comply with all Chordiant safety and security procedures when
        on-site at Chordiant facilities.  While at Chordiant facilities,
        Supplier will not perform any activities other than the Services for
        Chordiant.


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        7-B

      Supplier
        EDC Site

       

      Supplier
        will provide a dedicated “Chordiant” facility in Bangalore India, which will be
        contained in a dedicated, secured area (card access capable of restricting
        access to individual employees) in Supplier’s building.  The EDC Site
        will be contained on a single floor (for initial resource level) and is to
        be
        furnished to Supplier’s standard.  Supplier’s standard should be in
        line with other comparable companies in Bangalore.

      


      Supplier’s
        facility must have a permanently sustainable, autonomous power supply using
        diesel generators or alternative power generation with a minimum ten (10)
        day
        fuel supply on hand at all times.  In addition, all critical systems,
        including without limitation, computers, servers and the telephone system
        must
        be protected by minimum two (2) hour full UPS to prevent power loss during
        switch over to generators.

      


      Supplier
        will implement industry standard access controls to EDC Site.  At a
        minimum, Supplier will control access using security-cards, exclusively limited
        to EDC Personnel and mutually agreed IT and services staff, and Supplier
        will
        implement second level of access to server rooms and other labs.

       

      Without
        limiting the foregoing, Supplier will maintain and enforce at the EDC Site
        safety and security procedures that are at least equal to (a) industry
        standards for similar facilities, or (b) Chordiant’s procedures for similar
        facilities, or (c) the procedures agreed upon by the parties, whichever is
        most protective.

       


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        7-C

      Dedicated
        Lab Standards

       

       

      
        	
                1.  

              	
                EDC
                  Dedicated Laboratory

              


      

       

      


      [
        * 1 page of text omitted ]

      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        7-D

      Chordiant
        Affiliates

       

      {To
        be updated by the Parties as applicable per Section 4.4(a) of the
        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 8

       

      Infrastructure

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      The
        following attachments list the minimum standard hardware, software and
        communications configurations to be provided by Supplier for the
        EDC.

       

      
        	
                2.  

              	
                Attachments.

              


      

       

      Attachment 8-A                                           Hardware
        Requirements

       

      Attachment 8-B                                           Software
        Requirements

       

      Attachment 8-C                                           Communications
        Requirements

       


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        8-A

      Hardware
        Requirements

       

      Minimum
        Standard Hardware Configuration Provided by Supplier and Included in Standard
        Charge Rate

      


      
        	
                1.  

              	
                Standard
                  Desktops for all EDC Personnel.  Desktops should have a minimum
                  of 1 GB of RAM memory, 50 GB of hard disc capacity and a Pentium IV
                  CPU processor running at 1.2 GHz or
                  faster.

              


      

       

      
        	
                2.  

              	
                Supplier
                  will provide an appropriate number of shared/networked printers,
                  faxes,
                  copiers and other business-essential peripherals for EDC
                  Personnel.

              


      

       

      
        	
                3.  

              	
                Per
                  headcount of 25 EDC Personnel, the following servers will be provided
                  by
                  Supplier:

              


      

       

      
        	
                A.  

              	
                1
                  X Sun E 250/280 server ( or IBM AIX equivalent) with Base+1 configuration,
                  or 2 X Windows or equivalent.

              


      

       

      
        	
                B.  

              	
                Incremental
                  servers will be added as and when the headcount numbers increase
                  in
                  multiples of 25.

              


      

       

      
        	
                C.  

              	
                During
                  the resource ramp-up period (as defined in Exhibit 5) the supplier
                  will
                  provide servers at the following staff
                  numbers:

              


      

       

      
        	
                i.  

              	
                A
                  server at the start of ramping the first 25
                  staff.

              


      

       

      
        	
                ii.  

              	
                A
                  server at the start of ramping the second 25
                  staff.

              


      

       

      
        	
                iii.  

              	
                A
                  server at the start of ramping the remaining
                  staff.

              


      

       

      
        	
                4.  

              	
                The
                  E-mail (MS-Exchange) Local Server will be provided by Supplier
                  for
                  Chordiant-Supplier-EDC purposes at no additional cost to
                  Chordiant.  Chordiant will assess the system configuration to
                  ensure adequate performance
                  footprint.

              


      

       

      
        	
                5.  

              	
                All
                  EDC hardware will be on a dedicated
                  subnet(s).

              


      

       


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        8-B

      Software
        Requirements

       

      
        	
                A.

              	
                Minimum
                  Standard Software Configuration Provided by
                  Vendor

              


      

      


      
        	
                1.  

              	
                Standard
                  Desktops for all EDC Personnel will include Windows XP, MS Office
                  applications (Word, Excel, PowerPoint), Microsoft Project Office,
                  and
                  virus scan software.

              


      

       

      
        	
                2.  

              	
                EDC
                  Servers provided by Supplier will include default Operating System,
                  default networking and systems management software, and virus scan
                  software.

              


      

       

      
        	
                3.  

              	
                Supplier
                  will ensure appropriate software versions and patch levels are
                  maintained
                  as per Chordiant corporate standard

              


      

       

      
        	
                4.  

              	
                Supplier
                  will ensure license compliance for all workstations and servers
                  provided
                  under the Attachment 8-A.

              


      

       

      
        	
                5.  

              	
                Supplier
                  will provide EDC Intranet site providing online access to EDC Handbook,
                  Policies and Procedures Manual, Plans, reports, product documentation
                  including dashboards. EDC intranet site will be available to Chordiant
                  employees as required.

              


      

       

      
        	
                6.  

              	
                The
                  E-mail (MS-Exchange) Local Server will be provided by Supplier
                  for
                  Chordiant-Supplier-EDC purposes.  Supplier will ensure
                  sufficient licenses for the mail accounts.  Supplier will
                  provide anti virus and anti-Spam software on the Exchange server
                  as per
                  Chordiant corporate standard.

              


      

       

      
        	
                B.

              	
                Software
                  Provided by Chordiant for use on Supplier-provided hardware defined
                  in
                  Exhibit 8, Attachment 8-A (Hardware
                  Requirements)

              


      

      


      
        	
                1.  

              	
                Chordiant-provided
                  software will be installed and managed by EDC
                  Personnel.

              


      

      


      
        	
                2.  

              	
                Chordiant
                  will supply Chordiant Development Environments comprising Database,
                  Application Servers, Databases, development tools, access to Clearcase
                  and
                  Clearquest production systems for use on Supplier-provided desktops
                  and
                  servers.

              


      


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        8-C

      Communications
        Requirements

       

      [
        * 2 pages of text omitted ]

      



      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit 9

       

      Reports

       

      
        	
                1.  

              	
                General.  Supplier
                  shall provide reports requested by Chordiant, including those reports
                  listed in Section 3 below.  Supplier shall deliver
                  all reports according to the format, content, and frequency specifications
                  below (as may be amended by Chordiant from time to time).  It is
                  expected that the reporting process will reflect the “best practice” used
                  by the Supplier with other its other
                  customers.

              


      

       

      2.  EDC
        Dashboard Report.  The key report will be the EDC Dashboard
        that reports on a broad range of areas including, but not limited too(all
        reports weekly unless stated otherwise):

       

      [
        * ]

       

      3.  Project
        Status Reports. Supplier will report the status of all projects
        assigned to the EDC under the applicable Lines of Business in a weekly Project
        Status Report (due each Friday by close of business Pacific time) substantially
        in the form attached to this Exhibit as Attachment 9-A (Project
        Status Report).

       

      
        	
                4.  

              	
                Other
                  Report Descriptions.

              


      

       

      4.1  Product
        Support Line of Business Reports.  As described in
Exhibit 2.1 (Product Support Line of Business
        Description).

       

      [
        * 1 page of text omitted]

       

      4.2  Product
        Sustaining Line of Business Reports.  As described in
Exhibit 2.2 (Product Sustaining Line of Business Description,
        Section 6).

       

      [
        * 2 pages of text omitted]

       

      4.3  Technical
        Stack Sustaining Line of Business Reports.

       

      
        	
                Report
                  Name

              	
                Description

              	
                Frequency

              	
                Recipient(s)

              	
                Media

              
	
                Project
                  Status Report

              	
                See
                  Attachment 9-A

              	
                Weekly

              	
                Chordiant
                  Product Sustaining Manager

              	
                Softcopy

              


      

      


       

      4.4  Product
        Test Line of Business Reports.  As described in
Exhibit 2.3 (Product Test Line of Business Description,
        Section 6).

       

      [
        * 1 page of text omitted]

       

      4.5  Development
        Line of Business Reports.  As described in
Exhibit 2.4 (Development Line of Business Description,
        Section 6).

       

      [
        * ]

       

      4.6  Additional
        Supplier Reports.  During the Transition Period, the Parties
        will determine the nature of any additional regular reporting required from
        Supplier to Chordiant regarding the Services and update this Exhibit to indicate
        such reports in the following table.

       

      
        	
                Report
                  Name

              	
                Description

              	
                Frequency

              	
                Recipient(s)

              	
                Media

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

      


       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment 9-A

       

      Form
        of Project Status Report

       

      Attachment
        to Exhibit 9 (Reports)

       

      Chordiant                                                                                     

       

      


       

      Project
        XXX Status Report

      


      


      Current
        Project
        Phase:                                                                Execution

      Current
        Report
        Date:                                                                14
        November 2003

       

      
        	
                1.

              	
                Milestones

              


      

       

       

      
        	
                1.1

              	
                Chordiant
                  Life Cycle Milestones

              


      

       

      
        	 	
                Original

              	
                Last
                  Week

              	
                Current

              	
                Notes

              
	
                Design
                  Complete

              	 	 	 	 
	
                Code
                  Complete

              	 	 	 	 
	
                Integration
                  Complete

              	 	 	 	 
	
                GA
                  Release Candidate

              	 	 	 	 
	
                Product
                  Test Complete

              	 	 	 	 
	
                Verification
                  Complete

              	 	 	 	 
	
                Platform
                  Certification Complete

              	 	 	 	 
	
                Master
                  GA CD(s) Ready

              	 	 	 	 


      

       

      
        	
                1.2

              	
                Dependencies
                  (Need Dates)

              


      

       

      Dependencies
        should include items required from other teams in order to meet scheduled
        deliverables.

      
        	
                Dependency

              	
                For
                  Team

              	
                From
                  Team

              	
                Need
                  Date

              	
                Dependency
                  Description

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

       

      
        	
                1.3

              	
                Internal
                  Project Milestones

              


      

       

      In
        addition to the milestones listed below, Internal Project Milestones should
        include a listing of all key milestones noted in development, test and
        documentation project schedules (i.e. review docs, test builds,
        etc).  The time for all dates is assumed to be Close of Business (COB)
        unless stated otherwise.

      


      [
        * 2 pages of text omitted]

       

      
        	
                1.4

              	
                Milestones
                  Delayed (new estimate + impact
                  assessment)

              


      

       

      [
        * ]

       

      
        	
                 

              	
                1.5  Milestones
                  Completed this week

              


      

       

      [
        * ]

       

      
        	
                 

              	
                1.6  Milestones
                  Planned next week

              


      

       

      [
        * ]


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


       

      
        	
                2

              	
                Tasks

              


      

       

      [
        * 2 pages of text omitted]

       

      
        	
                2.2

              	
                Tasks
                  Completed this week

              


      

       

      [
        * ]

       

      
        	
                2.3

              	
                Tasks
                  Planned next week

              


      

       

      [
        * ]

       

      
        	
                3

              	
                Unplanned
                  Activities

              


      

       

      [
        * ]

       

      
        	
                4

              	
                Issues

              


      

       

      [
        * 1 page of text omitted]

       

      
        	
                5

              	
                Other

              


      

       

       

      
        	
                6

              	
                Release
                  Criteria (not enhancement
                  based)

              


      

       

      
        	
                ·  

              	
                0
                  Severity 1’s

              


      

      
        	
                ·  

              	
                0
                  Priority 1’s assigned for Release
                  5.6

              


      

       (includes
        Assigned, Need_Info, Opened, Submitted and Under_Review state
        defects)

      
        	
                Criteria

              	
                03
                  Oct

                2003

              	
                10
                  Oct

                2003

              	
                17
                  Oct

                2003

              	
                24
                  Oct 2003

              	
                31Oct

                2003

              	
                7
                  Nov

                2003

              	
                14
                  Nov 2003

              
	
                P
                  1/Sev x:

                Assigned/with
                  Postponed

              	 	 	 	 	 	 	 
	
                Sev
                  1/not P1:

                Assigned/with
                  Postponed

              	 	 	 	 	 	 	 
	
                Sev
                  2/not P1:

                Assigned/with
                  Postponed

              	 	 	 	 	 	 	 
	
                Sev
                  3/not P1:

                Assigned/with
                  Postponed

              	 	 	 	 	 	 	 
	
                Sev
                  4/not P1:

                Assigned/with
                  Postponed

              	 	 	 	 	 	 	 
	
                5.5
                  Backlog Bugs Fixed

              	 	 	 	 	 	 	 
	
                Overall

              	 	 	 	 	 	 	 
	
                Defect  Data
                  (cc: EngDocs\Product_Releases\

                FSCTP_5.6_Defect
                  Reporting

              	 	 	 	 	 	 	 
	
                Overall
                  with enhancements

              	 	 	 	 	 	 	 


      

       

      
        	
                7

              	
                Staffing
                  And Project Statistics

              


      

       

      
        	 	
                Last
                  Week

                (reporting
                  week)

              	
                Current
                  Week

              	
                Next
                  Week

              	
                Week
                  +1

              	
                Notes

              
	
                Staff

              	
                Planned

              	
                Actual

              	
                Plan

              	
                Plan

              	
                Plan

              	 
	
                Design

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                Development

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                Product
                  Test

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                Platform
                  certification

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                Tech
                  Comm

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


      If
        time planned is different than actual, the difference should be recorded
        in the
        table below:

      


      
        	
                Staff

              	
                 Support

              	
                Notes
                  (Customer or Issue)

              
	 	 	 
	 	 	 
	 	 	 


      

      


      


      For
        execute phase prior to code complete, include the project tracking graph
        here.

      


      [
        * ]


      
        
                

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

           

        

        
           

          
            

          

        

        
           

        

      


      


      Exhibit 10

       

      Customer
        Satisfaction Surveys

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit describes the Supplier’s obligations related to Customer Satisfaction
        Surveys.

       

      2.  General
        Requirements.  During the Transition Period, Supplier and
        Chordiant will mutually agree upon the nature of the Customer Satisfaction
        Surveys to be conducted.  Supplier in all its reasonable capacity will
        cooperate with Chordiant or its affiliates in the Customer Satisfaction Survey
        process.  Any time spent by EDC Personnel in connection with the
        Customer Satisfaction Survey process, as approved by Chordiant, will be included
        within the Base Charges for the applicable Line of Business.

       

      
        	
                3.  

              	
                Sample
                  Survey.

              


      

       

      Attachment 10-A:  Sample
        Customer Survey.  The sample survey contained in the Attachment will
        serve as the basis for the typical point of service satisfaction measurements
        required by Chordiant from the Customer Satisfaction Surveys conducted by
        Supplier during the Term.

       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      ATTACHMENT 10-A

      SAMPLE
        CUSTOMER SURVEY

       

      
        


      

       

      PLEASE
        COMPLETE AND RETURN BY 29 APRIL 2002

       

      CUSTOMER
        INFORMATION

      


      Your
        Organisation:

      


      Your
        Name:

      


      Your
        Primary
        Role                                           c           Overall
        responsibility for Chordiant

      c                 Functional
        owner

      c                 IT/System
        owner

      c                 Project
        manager for implementation

      c                 Other
        – please specify...................................................

      
        


      

       

      Introduction

      


      Thank
        you for agreeing to complete this questionnaire. Completion should take no
        more
        than 15 minutes. We believe passionately in placing the customer first and
        serving the customer agenda. This questionnaire has the objective of supporting
        these beliefs and helping us deliver a service that reflects our own internal
        value of Customer Obsession.

      


      Your
        views are important to us and will be used as input to our Customer First
        Programme.  This is the second survey and we really appreciate the
        contribution that many of you made to the last survey.  We implemented
        many changes based on the suggestions you made. The Executive Team will
        similarly review the results from this survey.  Be assured that specific
        actions will be taken based on your feedback and Chordiant Software commits
        to
        communicating back to you progress made against these actions.

      


      


       

      Questionnaire

      


      Each
        area contains a number of multiple-choice questions; please mark your selected
        answer with a tick in the relevant box.  If you have any queries about
        the form or its completion please contact Colin Stares our [ *
        ].  They will be pleased to assist you.  Please
        post or fax the completed questionnaire to Colin Stares.

      


      Information
        provided will only be used to help us improve our service to our
        customers.  No sales or marketing activity will be initiated based on
        your responses unless you give us your permission to do so. Your participation
        will not be publicised to anyone outside of Chordiant Software.

      


      Thank
        you for your participation in this pilot survey.  As a token of our
        appreciation we will draw one name from the UK respondents and one from the
        US
        respondents to receive a bottle of quality champagne.  We will send
        all participants a summary of the key findings of the full survey, together
        with
        a list of the prize-winners.  Further details of the prize draw have
        been enclosed with the pack issued to you.


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      


       

      OVERALL
        SATISFACTION

      


      
        	
                1.  

              	
                How
                  satisfied are you overall with Chordiant as a
                  company?

              


      

      Very
        satisfied                                           c

      Satisfied                                c

      Neutral                                           c

      Slightly
        Dissatisfied                                           c

      Very
        Dissatisfied                                c

      


      
        	
                2.  

              	
                How
                  satisfied are you with the Chordiant products you
                  use?

              


      

      Very
        satisfied                                           c

      Satisfied                                c

      Neutral                                           c

      Slightly
        Dissatisfied                                           c

      Very
        Dissatisfied                                c

      


      
        	
                3.  

              	
                Why?

              


      

      


      ................................................................................................................................................

      


      ................................................................................................................................................

      


      ................................................................................................................................................

      


      ...............................................................................................................................................

       

      Business
        Features & Usability of Chordiant Software Products

      [
        * 1 page of text omitted]

      


       

      Implementation

      


      [
        * 1 page of text omitted]

       

      Post
        Implementation Support

      


      [
        * 2 pages of text omitted]

      


       

      Training

      


      [
        * 1 page of text omitted]

      


       

      Our
        Relationship with You

      


      [
        * 5 pages of text omitted]

      


       

      LIVING
        WITH THE CHORDIANT PRODUCT

      [
        * 2 pages of text omitted ]

      


       

      FINAL
        QUESTIONS

      [
        * 2 pages of text omitted]

      


      Thank
        you for your help in completing this questionnaire.  Your views are
        invaluable to us.  Please post or fax the completed questionnaire
        to:

      


      
        	
                 

              	
                [
                  * ]

              


      

      



      
        
                

                              [
              * ] = 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 11

       

      Disaster
        Recovery Plan

       

      As
        soon as possible, but no later than within the first ninety (90) days of
        the
        Term, the Parties shall create and agree to the Disaster Recovery Plan, which
        shall be set forth in this Exhibit 11.

       

      1.  Topics.  The
        Disaster Recovery Plan will include the following topics, as
        applicable.

       

      
        	
                 

              	
                INTRODUCTION

              


      

       

      
        	
                 

              	
                Purpose

              


      

       

      
        	
                 

              	
                Scope

              


      

       

      
        	
                 

              	
                Definitions,
                  Acronyms, and Abbreviations

              


      

       

      
        	
                 

              	
                References

              


      

       

      
        	
                 

              	
                Current
                  Execution model

              


      

       

      
        	
                 

              	
                Key
                  Assumptions

              


      

       

      
        	
                 

              	
                OPERATIONAL
                  PLAN

              


      

       

      
        	
                 

              	
                Overview

              


      

       

      
        	
                 

              	
                Organization
                  & Management

              


      

       

      
        	
                 

              	
                Current
                  Setup

              


      

       

      Details
        of Software Licenses

      
        	
                 

              	
                Disaster
                  Recovery Center Setup

              


      

       

      
        	
                 

              	
                SEVERITY
                  CLASSIFICATION

              


      

       

      
        	
                 

              	
                SCENARIO
                  PLANNING

              


      

       

      
        	
                 

              	
                Scenarios

              


      

       

      
        	
                 

              	
                Scenario
                  Details

              


      

       

      Scenario
        1: Travel Restrictions

      Scenario
        2: Data Loss

      Scenario
        3: Loss of Data Communications

      Scenario
        4: Loss of Voice Communication

      Scenario
        5: Loss of Equipment

      Scenario
        6: “Doomsday”

      
        	
                 

              	
                KEY
                  PEOPLE IN CHORDIANT INDIA AND THEIR
                  ROLES

              


      

       

      
        	
                 

              	
                chordiant
                  Organization Chart

              


      

       

      
        	
                 

              	
                RISKS
                  OF PROPOSED RECOVERY
                  APPROACH

              


      

       

      
        	
                 

              	
                Infrastructure

              


      

       

      
        	
                 

              	
                People

              


      

       

      
        	
                 

              	
                SET-UP
                  AND RE-START WORK PLANS

              


      

       

      
        	
                 

              	
                IMPORTANT
                  VENDOR CONTACT LIST

              


      

       

      
        	
                 

              	
                CHECK
                  LIST FOR PERIODIC REVIEW

              


      

       

      


       

      2.  Backup-Recovery
        Implementation Approach.  The Supplier’s approach to
        backup-recovery to be implemented for the EDC will include the
        following:

       

       

      JOINT
        PLANNING

      
        	
                §  

              	
                Identification
                  of scope of backup (Work items, data etc.),
                  Frequency

              


      

      
        	
                §  

              	
                Identify
                  Backup infrastructure (Servers, Software
                  required)

              


      

      
        	
                §  

              	
                Documentation
                  of Backup/Restoration procedures, including
                  testing

              


      

      


       

      SETUP

      
        	
                §  

              	
                Procurement
                  of necessary Hardware, Software

              


      

      
        	
                §  

              	
                Backup
                  infrastructure setup

              


      

      
        	
                §  

              	
                Testing
                  as per the documentation

              


      

      


       

      OPERATIONAL
        PROCEDURE

      As
        a standard operating procedure, Ness Project-Admin and IT staff conduct a
        daily/weekly backup schedule both on media and on network (often times clients
        also conduct a similar schedule on their side – specially easy with distributed
        ClearCase). Such backup media are kept in fireproof, secured cabinets on
        both
        on-site and off-site facilities. Ness runs a surprise drill (to restore the
        data) once a month, just to check the sanity and workability of such
        backups/process.

       

      In
        summary:

       

      
        	
                §  

              	
                Daily
                  Tape backup in India (EDC)

              


      

      
        	
                §  

              	
                Incremental
                  weekly Tape backup (kept offsite and in fireproof
                  location)

              


      

      
        	
                §  

              	
                Ship
                  the backups to alternate site, NESS Mumbai (2-4 weeks backups available
                  at
                  anytime)

              


      

      
        	
                §  

              	
                Backup
                  Data to be sent/synced up with Chordiant (Program Managers to decide
                  operating procedure)

              


      

      
        	
                §  

              	
                Restoration
                  drill on a monthly/quarterly basis as per the documented
                  procedure

              


      

      
        	
                §  

              	
                Conduct
                  root-cause analysis and make the necessary amendments to the preventive
                  procedures.

              


      

      
        	
                §  

              	
                Active
                  relationship is maintained with local hardware vendors – SUN, Dell, IBM to
                  help in recovery procedures on a need basis. Chordiant would need
                  to
                  facilitate the same.

              


      

       

      Practices

       

       

      RESPONSIBILITY
        MATRIX

      
        	
                S.No

              	
                Event

              	
                Responsibility

              	
                Dependencies

              
	
                1

              	
                Backup
                  Infrastructure Planning

              	
                IT
                  Coordinator – Chordiant-EDC, IT Coordinator – Chordiant,

                EDC
                  Program Manager, Chordiant Program Manager

              	 
	
                2

              	
                Documentation
                  of Restoration procedures

              	
                IT
                  Coordinator – Chordiant-EDC

              	 
	
                3

              	
                Backup
                  Infrastructure Setup

              	
                IT
                  Coordinator – Chordiant-EDC, IT Coordinator – Chordiant

              	 
	
                4

              	
                Backup
                  of Data

              	
                IT
                  Coordinator – Chordiant-EDC

              	 
	
                5

              	
                Restoration
                  of data from Back Up

              	
                IT
                  Coordinator – Chordiant-EDC

              	 
	
                6

              	
                Loss
                  of Data event escalation

              	
                Program
                  Manager – Chordiant EDC

              	 
	 	 	 	 


      

      


       

      


       


      
        
                

                              [
              * ] = 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 12

       

      Security

       

      
        	
                4.  

              	
                Introduction.

              


      

       

      This
        Exhibit sets forth the requirements that must be met by Supplier with regard
        to
        physical and data security procedures.

       

      
        	
                5.  

              	
                Attachments.

              


      

       

      Attachment
        12-A                                           Data
        Security

       

      Attachment
        12-B                                           Physical
        Security

       

      Attachment
        12-C                                           Terms
        for EU Directive on Data Protection

       


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        12-A

      Data
        Security

       

      
        	
                1.  

              	
                Secure
                  Procedures for Handling Confidential
                  Information.

              


      

       

      1.1  Designated
        Facility.  Supplier shall access Chordiant’s software only on
        a Secure Computer System (as defined below) at Supplier’s dedicated physical
        facility for the Chordiant EDC (the “EDC Site”).

       

      1.2  Authorized
        Employees.  Supplier will ensure that all EDC Personnel
        receive the following notice of confidentiality before they receive access
        to
        Confidential Information:

       

      “Employee
        has previously signed an agreement with {name of Supplier} pursuant to which
        Employee has agreed to maintain the confidentiality of confidential information
        of {name of Supplier} and other parties and to use the confidential information
        solely for the benefit of {name of Supplier}.  The purpose of this
        notice is to apprise Employee that {name of Supplier} will be receiving certain
        proprietary information of Chordiant, all of which is of a confidential nature
        and which contains information that Chordiant considers valuable trade secrets
        and proprietary know-how of Chordiant (the “Confidential Information”) and which
        constitutes Confidential Information under Employee’s agreement with {name of
        Supplier}.

       

      This
        is to inform Employee that the Confidential Information cannot be used for
        any
        purpose except for performing services for Chordiant, and that Employee is
        not
        authorized to disclose the Confidential Information to any person at any
        time
        except to employees of Chordiant and to those authorized employees which
        {name
        of Supplier} informs Employee are authorized to receive such Confidential
        Information.

       

      All
        documents and materials furnished to Employee by {name of Supplier} or Chordiant
        or created by Employee in connection with Employee’s use or evaluation of the
        Confidential Information remain the property of Chordiant and must be returned
        to Chordiant promptly at its request.”

       

      Supplier
        agrees that any breach by any EDC Personnel of his or her obligations under
        such
        confidentiality agreements with respect to any Confidential Information
        protected by this Agreement will also constitute a breach by Supplier of
        this
        Agreement.

       

      1.3  No
        Commingling Of Technology.  Supplier shall ensure that there
        is no use of the Confidential Information in the development of any products
        or
        software by Supplier except in connection with the Services.  In
        furtherance of this requirement, Supplier shall ensure that there is no
        (a) disclosure of any Confidential Information or other information based
        upon or derived from the Confidential Information to any participant in any
        development project outside the Services; or (b) participation in development
        of
        any product or software similar in features or functions to Chordiant’s software
        (“Similar Products”) by any person with access to such Confidential
        Information.  Supplier shall ensure that all EDC Personnel who have
        had previous access to Confidential Information will be precluded for a period
        of twelve (12) months after their latest access to such Confidential Information
        from being employed in any development of Similar Products (either internally
        or
        externally) by or for Supplier.  “Employment in the development of
        Similar Products” means having direct access to, or producing any
        specifications, documentation, or source code for, components of a Similar
        Product.  Supplier shall further ensure that each such employee signs,
        before beginning work on any Similar Product within Supplier, a written
        affirmation to Supplier on a form provided by Supplier which states that
        the
        employee (i) has neither retained nor had access for a minimum period of
        twelve (12) months to any Confidential Information, and (ii) will not utilize,
        or facilitate use of, any Confidential Information in such
        development.

       

      1.4  Certification.  At
        Chordiant’s request Supplier will provide Chordiant with written certification
        by an officer of Supplier of Supplier’s compliance with its obligations under
        this Section 1.

       

      1.5  Inspections.  Upon
        reasonable advance written notice from Chordiant to Supplier, an independent
        auditor selected by Chordiant may inspect Supplier’s records and premises to
        allow Chordiant to determine whether Supplier has complied with this
        Section.  Such inspections will be conducted (a) during
        Supplier’s regular business hours, (b) in a manner such that, to the extent
        possible, Supplier’s regular business activities are minimally disrupted, and
        (c) under the terms of an appropriate confidentiality agreement executed by
        firm conducting the inspection.  If Chordiant determines, after
        receiving the inspector’s report at the conclusion of the inspection, that
        Supplier has not complied with its obligations with respect to handling
        Confidential Information as set forth under this Section 1, Supplier shall
        pay the costs of the inspection (including the fees and expenses of the firm
        that conducted the inspection).  Otherwise, Chordiant will pay the
        costs of the inspection.  Supplier shall immediately correct any
        breaches or non-compliance discovered in the course of the inspection (in
        addition to all other rights and remedies of Chordiant arising from or relating
        to such breaches or non-compliances).

       

      
        	
                2.  

              	
                Secure
                  EDC Computer Environment

              


      

       

      2.1  Definition.  All
        computer systems within the EDC, including Supplier-provided personal
        workstations and servers defined in Attachment 8-A and all computer systems
        provided by Chordiant, will be used to hold and access Chordiant Source Code
        and
        design documentation.  Therefore the entire EDC computer
        infrastructure is must be maintained by Supplier as a “Secure EDC Computer
        Environment.”  Such Secure EDC Computer Environment must consist of an
        isolated network (subnet or subnets) containing all EDC computer
        systems.  The Secure EDC Computer Environment will be housed in a
        secure portion of the EDC Site according to the provisions set forth
        below.

       

      2.2  Site
        Security Provisions.

       

      (a)  The
        entire EDC Secure Computer Environment must be located in a confined area
        at the
        EDC Site that is accessible only to persons authorized under Section 2.3
        below.

       

      (b)  Regular
        access to the secured area must be limited to EDC Personnel and the designated
        Supplier Systems and Security Administrator (“SSA”) for the
        EDC.

       

      (c)  Restricted
        access to the secured area by other individuals will be allowed but such
        individuals must be approved by the SSA and must be limited to maintenance,
        housekeeping, management, and similar activities.

       

      (d)  The
        EDC Secure Computer Environment must be governed by a security policy
        established by the SSA as submitted to, and approved in writing by, Chordiant’s
        Program Manager (the “Security Policy for Handling Source
        Code”).  The Security Policy for Handling Source Code must
        govern the ingress and egress of all materials and equipment including computer
        hardware and software, documents, notebooks, manuals, listings, furniture,
        supplies, media (including magnetic and optical diskettes, cartridges and
        tapes).  Removal of any materials from this secured area will be
        absolutely controlled by the SSA so as to prevent removal of the Confidential
        Information, or any partial or modified portion thereof, from the secured
        area
        except as specified herein or in the Security Policy for Handling Source
        Code.  Supplier will not change the approved Security Policy for
        Handling Source Code without the express prior written consent of
        Chordiant.

       

      (e)  The
        EDC Secure Computer Environment must not be remotely accessible (e.g.,
        by telecommunications) except through the secure communications link established
        between the EDC and Chordiant or as otherwise expressly provided in the Security
        Policy for Handling Source Code.

       

      (f)  All
        copies and partial copies in any form including all hard copy printouts of
        Confidential Information supplied to Supplier by Chordiant or created by
        Supplier must be retained exclusively within the EDC Site.

       

      2.3  EDC
        Secure Computer Environment Security Provisions.

       

      (a)  Access
        to Chordiant software within the EDC Secure Computer Environment must be
        limited
        to (a) EDC Personnel and (b) the SSA for the purpose of system
        maintenance and backups.

       

      (b)  All
        such individuals must have signed a confidentiality agreement.

       

      (c)  Access
        to the EDC Secure Computer Environment must be controlled by password
        identification and will be permission and policy based.  Passwords
        must be issued and controlled by the SSA.

       

      (d)  Backups
        of Chordiant software must be administered by the SSA and must be securely
        archived within the controlled access site containing the EDC Secure Computer
        Environment or at a site approved in writing by Chordiant.  All backup
        tapes containing Confidential Information must be labeled “{Supplier}
        Confidential” and must be subject to Supplier’s maximum security
        measures.  Network system maintenance must be conducted under the
        supervision of the SSA by EDC Personnel.

       

      (e)  Confidential
        Information delivered to Supplier must be transported to the Supplier SSA
        by one
        of the following methods:  (i) on magnetic media by a mutually
        agreed upon carrier, or (ii) transmitted by the approved secure
        communications link established between the EDC and Chordiant.

       

      (f)  Any
        hardware used in the EDC Secure Computer Environment may be removed from
        the EDC
        Site only if any persistent storage capacity has been erased or reformatted
        with
        the effect of erasing any data contained therein.

       

      2.4  Backup
        of Supplier-Provided Systems.  Supplier will provide backups
        of Supplier-supplied systems at no additional cost to Chordiant and as
        follows:

       

      (a)  Daily
        incremental back-up of all systems.

       

      (b)  Weekly
        back-up (kept off-site and in fireproof location).

       

      (c)  Back-up
        Data to be sent/synced up with Chordiant on daily basis.  (Program
        Managers to decide upon operating procedure)

       

      2.5  Backup
        of Chordiant-Supplied Systems.

       

      (a)  The
        NAS system installed in the dedicated EDC Lab will provide high availability
        and
        fault tolerant storage and will provide first level of data
        security.

       

      (b)  Production
        Systems for Clearcase, Clearquest and Case tracking are all multi-site
        implementations and will be synchronized with Chordiant -based systems at
        least
        once per hour providing continuous backup of Source Code and key operational
        data.

       

      (c)  Local
        tape backup will also be carried out as defined by Chordiant and Supplier
        Program Managers.  The backup process will be carried out by the
        Supplier as part of the Shared Common Services it provides as set forth on
        Exhibit 13.

       

      2.6  Responsibility.  The
        EDC Manager will be responsible for ensuring the EDC backup processes defined
        in
Sections 2.4 and 2.5 above are implemented.

       

      2.7  Audits.  Chordiant
        IT will have the right to perform periodic audits to verify that the data
        security processes set forth in this Section 2 are being
        implemented.

       


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        12-B

      Physical
        Security

       

      


      
        	
                o  

              	
                Facilities/Physical
                  Controls

              


      

      
        	
                ü  

              	
                Security
                  Force manually guards the premises at all
                  times.

              


      

      
        	
                ü  

              	
                All
                  perimeter doors are equipped with strong and effective
                  locks.

              


      

      
        	
                ü  

              	
                Fire
                  escape entrances are properly
                  secured.

              


      

      


      


      
        	
                o  

              	
                Fire/Safety

              


      

      
        	
                ü  

              	
                The
                  building has round-the-clock
                  security.

              


      

      
        	
                ü  

              	
                Access
                  to Alarm system is restricted to a minimum of key
                  personnel.

              


      

      
        	
                ü  

              	
                Heat
                  sensitive sprinklers are located in all areas of the
                  building.

              


      

      
        	
                ü  

              	
                Fire
                  extinguishers are located throughout the building with proper signage
                  for
                  identification.

              


      

      
        	
                ü  

              	
                The
                  extinguishers are inspected on a periodic
                  basis.

              


      

      
        	
                ü  

              	
                Heat/Smoke
                  detection system is in place.

              


      

      
        	
                ü  

              	
                Fire
                  exits are clearly identified by
                  signage.

              


      

      
        	
                ü  

              	
                Fire
                  drills are conducted on a periodic
                  basis.

              


      

      
        	
                ü  

              	
                Security
                  guard force is in place with documented processes and
                  procedures.

              


      

      


      
        	
                o  

              	
                Employees/Visitors
                  Access

              


      

      
        	
                ü  

              	
                Employees
                  are required to show proper company identification (badge with
                  ID) to gain
                  entrance to the building.  Employee identification must be
                  visible at all times.

              


      

      
        	
                ü  

              	
                All
                  employees enter/exit the facility via the secured
                  access.

              


      

      
        	
                ü  

              	
                All
                  visitors on a daily basis are required to be identified in a log
                  that
                  documents name, person visited, time in and time
                  out.

              


      

      
        	
                ü  

              	
                Visitors
                  are required to wear badges and badge process is in place to ensure
                  that
                  badges cannot be retained in an unauthorized
                  manner.

              


      

      
        	
                ü  

              	
                The
                  Card Access system records individual personnel entrance and exit
                  times in
                  an audit trail that is retained and reviewed
                  regularly.

              


      

      
        	
                ü  

              	
                Inspection
                  of incoming and outgoing packages (e.g., bags, briefcases, boxes,
                  etc.) is
                  conducted on a random basis.

              


      

      


      
        	
                o  

              	
                General
                  Procedures

              


      

      
        	
                ü  

              	
                Documented
                  procedures and tracking are in place for approving access requests
                  to
                  secured/restricted areas of the
                  building.

              


      

      
        	
                ü  

              	
                Security
                  and Emergency procedures are defined, documented, and distributed
                  to all
                  employees.

              


      

      
        	
                ü  

              	
                A
                  disposition strategy is in place and documented which includes:
                  sensitive
                  trash, electronic media, and volatile or hazardous
                  materials.

              


      

      
        	
                ü  

              	
                Client
                  information is protected from unauthorized disclosure and not divulged
                  without expressed approval.

              


      

      
        	
                ü  

              	
                All
                  personnel are required to attend an annual security awareness
                  briefing.

              


      

      
        	
                ü  

              	
                All
                  personnel are required to sign a statement acknowledging their
                  awareness
                  and acceptance of responsibility for the security and integrity
                  of Client
                  information assets.

              


      


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        12-C

      Terms
        for EU Directive on Data Protection

       

      
        	
                1.  

              	
                Definition
                  and Interpretation

              


      

       

      
        	
                1.1  

              	
                Throughout
                  this Attachment 12-C to Exhibit 12 of the Master Services Agreement
                  (the “Agreement”) between the Parties, the following words and phrases
                  shall bear the following meanings:

              


      

       

      “Confidential
        Information” means all:

       

      
        	
                (a)  

              	
                Chordiant’s
                  Personal Data; and

              


      

       

      
        	
                (b)  

              	
                any
                  other information, data, drawings, graphics, experience, trade
                  secrets,
                  know-how, samples, devices or demonstrations relating to the business
                  of
                  Chordiant

              


      

       

      which
        is directly or indirectly disclosed to Supplier by Chordiant or any person
        authorised by Chordiant for this purpose whether orally or in writing and
        whether before, on or after the date of the Agreement or which is otherwise
        directly or indirectly acquired by Supplier from Chordiant or any person
        authorised by Chordiant for this purpose, and shall include, without limitation,
        information, data or research relating to Chordiant’s services, products,
        suppliers, customers, business plans and financial situation and any notes,
        memoranda, summaries, analyses, data, compilations or any other writings
        relating thereto prepared by Supplier or on its behalf;

       

      “Chordiant’s
        Personal Data” means Personal Data in relation to which Chordiant is
        the Data Controller of;

       

      “DPA”
        means the Data Protection Act 1998 and all regulations and orders made pursuant
        thereto as the same may from time to time be modified, replaced, re-enacted
        or
        consolidated in so far as such modification, replacement, re-enactment or
        consolidation applies or is capable of applying to any action and/or transaction
        entered into pursuant to the Agreement;

       

      “Data”
        shall have the meaning set out in the DPA;

       

      “Data
        Controller” shall have the meaning set out in the DPA;

       

      “Effective
        Date” means the date Supplier first Processed any Chordiant’s Personal
        Data;

       

      “Personal
        Data” shall have the meaning set out in the DPA; and

       

      “Processing”
        shall have the respective meaning set out in the DPA and the term “Processed”
shall be construed accordingly.

       

      
        	
                1.2  

              	
                The
                  Annex to this Exhibit shall be considered part of this Exhibit
                  and any
                  reference to this Exhibit shall include the
                  Annex.

              


      

       

      
        	
                2.  

              	
                Contracts
                  for Processing

              


      

       

      
        	
                2.1  

              	
                Supplier
                  agrees to undertake processing of Chordiant’s Personal Data for Chordiant
                  from time to time upon the terms of this
                  Exhibit.

              


      

       

      
        	
                2.2  

              	
                Supplier
                  will process Chordiant’s Personal Data only on, and in accordance with,
                  the instructions of Chordiant.

              


      

       

      
        	
                2.3  

              	
                Supplier
                  agrees that it will co-operate with Chordiant to enable Chordiant
                  to
                  monitor compliance by Supplier with its obligations under this
                  Exhibit and
                  in particular that Chordiant shall on giving reasonable prior notice
                  to
                  Supplier have access to any premises of Supplier where Processing
                  of
                  Chordiant’s Personal Data is being carried out for the purposes of the
                  Agreement and this Exhibit.

              


      

       

      
        	
                2.4  

              	
                Supplier
                  will implement any change to its Processing operations that is
                  identified
                  by Chordiant as being necessary for Supplier to comply with its
                  obligations in this Exhibit.

              


      

       

      4.           DPA

       

      
        	
                4.1  

              	
                Supplier
                  shall, and shall procure that sub-contractors that it uses to Process
                  Chordiant’s Personal Data shall, comply with the DPA, and in particular
                  Supplier shall comply with obligations equivalent to those imposed
                  on
                  Chordiant by the Seventh Data Protection Principle set out in the DPA, in
                  connection with the subject matter of this
                  Exhibit.

              


      

       

      
        	
                4.2  

              	
                Without
                  prejudice to the generality of Clause 4.1, Supplier
                  will:

              


      

       

      
        	
                4.2.1  

              	
                take
                  all reasonable steps (including the development of password and
                  other
                  security systems) with a view to ensuring that only directors and
                  employees of Supplier who are engaged in the Processing of Chordiant’s
                  Personal Data will have access to Chordiant’s Personal
                  Data;

              


      

       

      
        	
                4.2.2  

              	
                keep
                  in safe custody all documentation, tapes, discs and other media
                  used to
                  record or store Chordiant’s Personal Data and other Confidential
                  Information;

              


      

       

      
        	
                4.2.3  

              	
                issue
                  to all directors and employees who have access to Chordiant’s Personal
                  Data or other Confidential Information a regulation in the form
                  included
                  in the Annex to this Exhibit or in such other form as the parties
                  may from
                  time to time agree.  In the event of any director or employee
                  breaching the terms of the regulation Supplier will invoke its
                  internal
                  disciplinary procedures and will advise Chordiant of the action
                  taken;

              


      

       

      
        	
                4.2.3  

              	
                not,
                  without the prior written consent of Chordiant, divulge Chordiant’s
                  Personal Data or other Confidential Information to any person,
                  firm or
                  company other than its directors and employees who have been issued
                  with
                  the regulation included in the Annex to this Exhibit and who have
                  agreed
                  to comply with such regulation and the obligations of confidentiality
                  imposed on Supplier hereunder or make any use of it except only
                  as has
                  been agreed in writing between the
                  Parties.

              


      

       

      
        	
                4.3  

              	
                Supplier
                  warrants to Chordiant that it will not do or omit to do anything
                  which
                  would cause Chordiant to be in breach of the
                  DPA.

              


      

       

      
        	
                4.4  

              	
                All
                  Chordiant’s Personal Data Processed by Supplier on behalf of Chordiant
                  shall belong to Chordiant and shall form part of Chordiant’s Personal
                  Data.

              


      

       

      
        	
                5.  

              	
                Return
                  of Confidential
                  Information

              


      

       

      Upon
        Chordiant’s request at any time and/or on termination of the Agreement for any
        reason Supplier shall transfer to Chordiant or a third party nominated by
        Chordiant without charge or delay:

       

      5.1           any
        and all property belonging to Chordiant; and

       

      
        	
                5.2

              	
                any
                  and all Chordiant’s Personal Data and any other Confidential Information,
                  customer or other records, documents, stationery, computer discs,
                  marketing and sales literature, and statistics which have been
                  supplied to
                  Supplier by Chordiant or generated or processed by Supplier pursuant
                  to
                  the Agreement (and all copies and reproductions
                  thereof);

              


      

       

      and
        will not retain any copies, extracts and analysis and reproductions in whole
        or
        in part of such material except where and for so long as such Confidential
        Information, records or documentation are required to be kept by Supplier
        for
        statutory or regulatory requirements.

       

      6.           Confidentiality

       

      
        	
                 

              	 	
                6.1

              	
                Supplier
                  undertakes subject to Clause 6.2 below, that it will not without
                  Chordiant’s express prior written
                  consent:

              


      

       

      
        	
                 

              	
                6.1.1

              	
                disclose
                  any Confidential Information to any other third party including
                  for the
                  purpose of communication (by whatever means) any advertising or
                  marketing
                  material which is directed to particular individuals, or otherwise
                  for the
                  promotion of any trade or business of any party;
                  or

              


      

       

      
        	
                 

              	
                6.1.2

              	
                use
                  any Confidential Information for any purpose other than the purpose
                  of
                  carrying out its obligations under the Agreement;
                  or

              


      

       

      
        	
                 

              	
                6.1.3

              	
                copy,
                  reproduce, divulge, publish or circulate (or authorize or permit
                  anyone
                  else to copy, reproduce, divulge, publish or circulate) any of
                  the
                  Confidential Information.

              


      

       

      
        	
                 

              	
                6.2

              	
                The
                  restrictions on use and disclosure set out in this Exhibit shall
                  not apply
                  to any Confidential Information
                  which:

              


      

       

      
        	
                 

              	
                6.2.1

              	
                at
                  the date of its disclosure by Chordiant is in the public domain
                  or which
                  subsequently enters the public domain other than through unauthorized
                  disclosure by Supplier;

              


      

       

      
        	
                 

              	
                6.2.2

              	
                was
                  in Supplier’s possession prior to the time of its disclosure by Chordiant
                  to Supplier;

              


      

       

      
        	
                 

              	
                6.2.3

              	
                was
                  received by Supplier from a third party which is lawfully in possession
                  of
                  such Confidential Information and is not in breach of any obligation
                  to
                  Chordiant; or

              


      

       

      6.2.4           is
        required to be disclosed by Supplier by applicable law, regulation or court
        order in which event Supplier shall promptly notify Chordiant of the requirement
        for such disclosure and co-operate through all reasonable and legal means
        in any
        attempts by Chordiant to prevent or otherwise restrict disclosure of such
        Confidential Information.

       


      
        
                

                              [
              * ]
           = 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.
              
    

           

        

        
           

          
            

          

        

        
           

        

      


      


       

       

      ANNEX

       

      Confidentiality
        Regulation

       

      Data
        Protection Act 1998

       

      You
        are reminded that information held by this company about individuals (for
        example, customers contacts, suppliers and fellow employees) is confidential
        to
        this company and is likely to be regulated by the Data Protection Act
        (DPA).  This means that it should only be used for the legitimate
        purposes of this company’s business.  Such information must not be
        used for any other purpose or disclosed to anyone not authorised to receive
        it.

       

      In
        addition staff may from time to time in the course of their duties have access
        to similar information held by other companies (for example because this
        company
        is processing information on behalf of such other companies) or other
        confidential information relating to such other companies and their products
        and
        processes.  Staff must not access, use, process or disclose any such
        information except for the legitimate purposes of the other company’s business
        and in accordance with this company’s specific instructions.

       

      Failure
        to comply with the DPA may result in criminal offences being committed by
        this
        company and/or the employee responsible.  Breach of the DPA will also
        constitute a disciplinary offence which may result in suspension or
        dismissal.

       

      


      



      
        
                

                              [
              * ]
           = 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 13

       

      Shared
        Common Services

       

      Supplier
        will provide shared common services for EDC purposes, including, for
        example:

       

      
        	
                §  

              	
                Quality
                  Assurance and Project Office
                  Functions.

              


      

       

      
        	
                §  

              	
                HR
                  Services, including recruitment (dedicated HR for over 50 EDC
                  Staff)

              


      

       

      
        	
                §  

              	
                Finance
                  and Facilities support

              


      

       

      
        	
                §  

              	
                UNIX
                  and NT Admin (excluding dedicated Chordiant
                  Lab)

              


      

       

      
        	
                §  

              	
                Database
                  and Network Admin (excluding dedicated Chordiant
                  Lab)

              


      

       

      
        	
                §  

              	
                Systems
                  administration services will include backup of EDC Personnel workstations,
                  email servers and supplier supplied
                  servers

              


      

       

      
        	
                §  

              	
                Execution
                  of defined backup process for production servers at no charge to
                  Chordiant, but for which Chordiant will provide backup Equipment
                  and
                  Software 

              


      

       


      
        
                

                              [
              * ] = 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 14

       

      Technology
        Refresh Standards

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit sets forth the technology refresh standards to be used by Supplier
        in
        connection with the maintenance of the hardware and software it employs in
        its
        performance of the Services.

       

      
        	
                2.  

              	
                Supplier
                  Obligations.

              


      

       

      2.1  Supplier
        is responsible for refresh of Equipment and Software identified in
Exhibit 8. The Supplier and Chordiant IT teams will jointly decide
        on the Technology-Refresh (new releases) schedule of such Equipment and
        Software.  If the agreed upon schedule is in line with Supplier-IT
        corporate schedule, the resource effort for technology refresh will be not
        be
        charged to Chordiant.

       

      2.2  Supplier
        will actively seek new technologies and service-delivery methods to reduce
        the
        cost to Chordiant of receiving and using the Services, and Supplier will
        identify such technologies and methods to Chordiant.

       

      2.3  Throughout
        the Term, Supplier will maintain technology and service-delivery methods
        at a
        level of currency equal to Chordiant’s own systems and methods for similar tasks
        and functions, and in any event at a level sufficient to meet Chordiant’s
        business needs and for Chordiant to take advantage of technological advances
        in
        order to remain competitive.

       

      2.4  Supplier
        will update anti-virus software virus definitions on Supplier supplied Equipment
        (desktops and servers) as per Ness IT guidelines.

       

      2.5  Supplier
        will implement security patch updates as per Ness IT guidelines.

       


      
        
                

                              [
              * ] = 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
        15

       

      LEFT
        BLANK

      



      
        
                

                    [
              * ] = 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
        16

       

      Transition
        Plan

      


       

      1.       Introduction

      


      This
        document outlines the transition plan for the establishment of the
        EDC.  It highlights the key phases and milestones that are to be
        achieved and identifies key activities during the transition.  During
        the Transition Period, the Parties will work together to accomplish the
        transition in accordance with the milestones set forth herein. During that
        time,
        the plan will be reviewed jointly between the Supplier-EDC team and the
        Chordiant Team and may need changes/tuning in light of the key activities
        and
        milestones to be accomplished.

      


       

      2.       Transition
        Overview

      


      Four
        Lines of Business are being established under this Agreement:

      
        	
                §  

              	
                Product
                  Support

              


      

      
        	
                §  

              	
                Product
                  Test

              


      

      
        	
                §  

              	
                Product
                  Sustaining and Technical Stack
                  Sustaining

              


      

      
        	
                §  

              	
                Product
                  Development (Marketing Director
                  product)

              


      

      


      In
        addition to the individual lines of business, transition plans are required
        for
        Hardware, EDC Personnel recruitment and staff management, establishment of
        EDC
        Handbook covering working methodologies and reporting, and shared
        services.

      


      The
        EDC Project Manager is expected to be in place by January 5th 2004.
        All dates in
        this document are 2004 unless otherwise specified.

      


      All
        start dates for EDC Personnel are the Start Date that the full team is available
        – not the hire or assignment dates for individuals.

      


       

      
        	
                3.  

              	
                Product
                  Support Transition

              


      

       

      
        	
                 

              	
                [
                  * ]

              


      

      


      3.1           Staff
        Ramp and Training

      


      [
        * ]

      


      3.2           Infrastructure

      


      All
        hardware and software required by the EDC Product Support Team will be in
        place
        and fully tested by February 13th, 2004.
        This
        includes the availability of the Dedicated EDC Lab and a fully functional
        network link back to Chordiant.

      


      This
        includes the set up of the integrated Case tracking and Defect tracking systems,
        enabling full access to all systems from all Chordiant and EDC
        locations.

      


      3.3           Processes

      


      The
        Chordiant Product Support process, including the operation of the EDC Product
        Support Team will be defined (based on the process defined in Exhibit 2.1),
        agreed and documented by January 23rd, 2004.
        This will
        include training materials for use in the EDC Personnel training
        sessions.

      


       

      4.       Product
        Test Transition

      
        	
                 

              	
                [
                  * ]

              


      

      


      4.1           Staff
        Ramp and Training

      


      The
        training program is outlined in Exhibit 5 (Human Resources). It comprises
        a 6
        week program at a Chordiant Location (including travel) and a 4 week mentoring
        period.

      


      [
        * ]

      


      4.2           Infrastructure

      


      All
        hardware and software required by the EDC Product Test Team will be in place
        and
        fully tested by May 19th. This includes the set up of Rational Test Tools,
        access to W/W Test Script repository in line with Chordiant Testing
        Standards.

      


      4.3           Processes

      


      The
        Chordiant Product Test process, including the operation of the EDC Product
        Test
        Team will be defined (based on the process defined in Exhibit 2.3), agreed
        and
        documented by April 14th. This will include training materials for use in
        the
        staff training sessions.

      


      4.4           Test
        Designs and Test Scripts

      


      All
        Chordiant’s existing Test Scripts, Test documentation, Test data, Test System
        configuration set up will be transitioned to the EDC Test Leadership team
        during
        the 1:1 Mentoring Sessions that take place during the training
        process.

      


       

      5.       Product
        Sustaining and Technical Stack Transition

      


      
        	
                 

              	
                [
                  * ]

              


      

      


      5.1           Staff
        Ramp and Training

      


      The
        training program is outlined in Exhibit 5 (Human Resources).  It
        comprises a 6 week program at a Chordiant Location (including travel) and
        a 4
        week mentoring period.

      


      The
        team of 7 staff will go through the training program starting June 25th, 2004.

      


      5.2           Infrastructure

      


      All
        hardware and software required by the EDC Product Sustaining and Tech Stack
        Team
        will be in place and fully tested by June 25th. This includes the set up
        of all
        required Operating systems, Application Servers and Databases along with
        installation of Chordiant product versions.

      


      Also
        included is the set-up of the clearcase source code control system, including
        all source code (except MD) and build processes for all products.

      


      5.3           Processes

      


      The
        Chordiant Product Sustaining process, including the operation of the EDC
        Product
        Sustaining Team will be defined (based on the process defined in Exhibit
        2.2),
        agreed and documented by June 14th,
        2004.  This will include training materials for use in the staff
        training sessions.

      


      For
        the Technical Stack team the initial roadmap of investigations and
        certifications including definitions of configurations will be defined by
        April
        15th to enable
        set-up of appropriate configurations. In addition, the ongoing process for
        the
        operation of this team will be defined.

      


      5.4           Sustaining
        and Technical Stack Knowledge and Materials Transfer

      


      All
        Chordiant’s existing Sustaining and Tech Stack test Scripts, test documentation,
        test data, test System configuration set up will be transitioned to the EDC
        Sustaining Leadership team during the 1:1 Mentoring Sessions that take place
        during the training process.

      


      
        	
                6.

              	
                Product
                  Development [ * ]

              


      

      


      6.1           Staff
        Ramp and Training

      


      The
        training program is outlined in Exhibit 5 (Human Resources).  It
        comprises a 6 week program at a Chordiant Location (including travel) and
        a 4
        week mentoring period.

      


      [
        * ]

      


      The
        second group of staff will be trained internally at the EDC by EDC
        staff.

      


      6.2           Infrastructure

      


      All
        hardware and software required by the EDC Product Development Team will be
        in
        place and fully tested by August 25th, 2004.
        This
        includes the set up of all required Operating systems, Application Servers
        and
        Databases along with installation of Development environments Chordiant product
        versions.

      


      


      6.3           Processes

      


      The
        Chordiant Product Development process, including the operation of the EDC
        Product Development Team will be defined (based on the process defined in
        Exhibit 2.4), agreed and documented by June 30th. This will include training
        materials for use in the staff training sessions.

      


      


      6.4           Product
        Source, Test materials transfer

      


      All
        Chordiant’s existing Source Code, build processes, build validation processes,
        design documentation, functional specifications, test Scripts, test
        documentation, test data, test System configuration set up will be transitioned
        to the EDC Development Leadership team during the 1:1 Mentoring Sessions
        that
        take place during the training process.

      


      Also
        included is the transfer and set up of source trees for the [ *
        ] product line, build processes on the production systems

      


       

      7.       Other
        Transfer Considerations

      


      Governance
        and reporting processes will be defined prior to January 5th, 2004.

      


      The
        EDC Intranet will be established within 60 days of the Effective
        Date.  As the transition continues the intranet site will be updated
        with all relevant information such that the Intranet becomes the repository
        and
        access point for all EDC information.

      


      The
        Hardware and Software environment, including the Dedicated laboratory will
        be
        defined by January 5th,
        2004.  An infrastructure detailed plan that delivers on the go-live
        dates outline above will be delivered by January 15th, 2004.

      



      
        
                

                    [
              * ] = 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 17

       

      Benchmarkers

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit sets forth the third party service providers that have been pre-approved
        by the Parties to conduct the Benchmark Process identified in
Article 9 (Customer Satisfaction and Benchmarking) of the
        Agreement.

       

      
        	
                2.  

              	
                Benchmarkers.

              


      

       

      [
        * ]

       


      
        
                

                    [
              * ] = 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.      
      

                     Page
                    
    

           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit 18

       

      Competitors

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
        Exhibit, as updated by Chordiant from time to time as provided below, documents
        the recognized Chordiant Competitors for purposes of the restrictions set
        forth
        in Section 11.9 (Assignment to Competitors) and
Section 31.1 (Non-compete) of the Agreement.

       

      
        	
                2.  

              	
                Competitors.

              


      

       

      
        	
                §  

              	
                Siebel

              


      

       

      
        	
                §  

              	
                Epiphany

              


      

       

      
        	
                3.  

              	
                Additions.

              


      

       

      Chordiant
        reserves the right to name additional third parties as Competitors upon written
        notice to Supplier; provided, however, that if Supplier has a
        pre-existing relationship with such third party prior to Chordiant’s naming them
        as a competitor, such relationship will be excluded for purposes of the
        limitation set forth in the first sentence of
Section 31.1).

       


      
        
                

                              [
              * ] = 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 19

       

      Deliverables

       

      1.           Introduction.

       

      This
        Exhibit sets forth any Supplier Background Technology, third party materials
        and
        open source code included in the Deliverables.  Supplier shall update
        such information in a timely manner by amendment to the appropriate attachment,
        listed below

       

      2.           Attachments.

       

      Attachment
        19-A                                           Supplier
        Background Technology

       

      Attachment
        19-B                                           Third
        Party Materials

       

      Attachment
        19-C                                           Open
        Source Code

       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        19-A

      Supplier
        Background Technology

       

      This
        Attachment lists the Supplier Background Technology included within any
        Deliverable provided to Chordiant by Supplier in the performance of the
        Services.

       

      


       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        19-B

      Third
        Party Materials

       

      This
        Attachment lists the third party materials included within any Deliverable
        provided to Chordiant by Supplier in the performance of the
        Services.

       

      


       


      
        
                

                              [
              * ] = 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.
                            
    

           

        

        
           

          
            

          

        

        
           

        

      


      Attachment
        19-C

      Open
        Source Code

       

      This
        Attachment lists the open source code incorporated into any Deliverable provided
        to Chordiant by Supplier in the performance of the Services.

       

      


       


      
        
                

                              [
              * ] = 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 20-21

       

      LEFT
        BLANK

       


      
        
                

                              [
                        *
          ] = 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 22

       

      Transfer
        Option

       

      The
        Parties agree that the following terms shall govern the “Transfer” of the EDC to
        Chordiant (“Transfer Co.”) should Chordiant elect to exercise such option under
Section 30 of the Agreement.

      


      
        	 	
                HEADING

              	
                Terms
                  of the Agreement

              
	
                I.

              	
                BOT
                  Transfer Model

              	
                The
                  EDC will be established on a Build-Operate-Transfer (BOT) model
                  of
                  operation.

              
	
                A.

              	
                Minimum
                  Build-Operate Phase

              	
                Chordiant
                  may exercise the Transfer Option any time twenty four (24) months
                  after
                  [ * ].

              
	
                B.

              	
                Minimum
                  Personnel Transfer

              	
                [
                  * ] of EDC Personnel at time of transfer or [ *
                  ] EDC Personnel, whichever is greater (“Minimum Personnel
                  Transfer”).

              
	
                C.

              	
                Transfer
                  transition timing

              	
                Supplier
                  will use all efforts to complete the transfer within [ *
                  ] from Chordiant’s election to exercise the Transfer Option, with
                  the recognition that government approvals will be required.

                 

              
	
                D.

              	
                Transfer
                  of EDC Personnel

              	
                i.  At
                  least [ * ] of EDC Personnel at time of exercise must
                  stay with Transfer Co. for the Transfer Option to be
                  completed.  Buffer Resources that stay with Transfer Co. shall
                  be included in this calculation per iv below.

                ii.  For
                  each EDC Personnel not remaining, Supplier shall replace such employee
                  [ * ].

                iii.  Chordiant
                  has the right in its sole discretion to select how many and which
                  EDC
                  Personnel and Buffer Resources stay with Transfer Co.

                iv.  If
                  Buffer Resources are used to meet the Minimum Personnel Transfer
                  requirement, Chordiant and Supplier shall agree, in good faith,
                  upon the
                  number of “effective Buffer Resources” necessary to meet that
                  requirement.

              
	
                E.

              	
                Benefits
                  to Chordiant

                 

              	
                The
                  Parties will structure the transfer to maximize benefits to Chordiant
                  and
                  minimize taxes paid or payable, fees, tariffs or penalties of any
                  kind
                  levied by any governmental or administrative body paid by
                  Chordiant.

              
	
                II.

              	
                TRANSFER
                  PRICING OPTIONS

              	 
	 	
                Option
                  Selection

              	
                Chordiant,
                  in its sole discretion, may select the pricing option at the time
                  of
                  exercise of the Transfer Option.

              
	
                A.

              	
                Option
                  A:  Physical Transfer (Buy Out)

              	
                Physical
                  Transfer (Buy Out) Option

                Transfer
                  pricing structure will have four elements:

                1.  Live
                  business transfer price

                2.  Transfer
                  management fee

                3.  Infrastructure
                  Transfer Price

                4.  Facilities
                  Price (at Chordiant’s option)

              
	
                1.

              	
                Live
                  Business Transfer Price

              	
                Chordiant
                  will pay [ * ] of annualized billing
                  rate.  (Annualized billing = 2 x preceding 6 months actual
                  billings.)

              
	
                2.

              	
                Transfer
                  Management Fees

              	
                [
                  * ] per Transferred Employee to manage successful transfer,
                  including, but not limited to, obtaining government and legal approvals,
                  payable upon certification of sufficient Transferred
                  Employees.  For a period of one (1) year following transfer,
                  Supplier will not solicit, hire or influence directly or indirectly
                  any
                  Transferred Employees.

              
	
                3.

              	
                Infrastructure
                  Transfer Price

              	
                Chordiant
                  shall purchase any hardware and software infrastructure at the
                  amount
                  remaining to be depreciated.

              
	
                4.

              	
                Facilities
                  Price

              	
                i.  Chordiant
                  has the option to remain in Supplier facility or relocate to its
                  own
                  facility following Transfer.

                ii.  Should
                  Chordiant relocate to its owns facility, it will not be charged
                  for
                  Supplier’s freed up office space.

                iii.  Supplier
                  will assist Chordiant in searching for alternative office space
                  free of
                  charge.

                iv.  Should
                  Chordiant desire to remain in Supplier facilities, Supplier will
                  charge
                  lease/rent for occupied space at cost [ * ].

                v.  Should
                  Chordiant continue to use shared services (security, HR, Admin
                  etc)
                  Supplier will charge for portion of services at cost [ *
                  ].

              
	
                B.

              	
                Option
                  B: Management Transfer

              	
                Management
                  Transfer Option

              
	
                1.

              	
                Transfer
                  price/fee

              	
                None

              
	
                2.

              	
                Monthly
                  Operational Fee

              	
                Chordiant
                  to pay Supplier portion of direct costs for running the EDC. (EDC
                  utilities, infrastructure and shared services.)

              
	
                3.

              	
                Management
                  Fee

              	
                $X
                  per month per employee for managing and running EDC, per the following
                  sliding scale where X is:

                Þ  [
                  * ] employees

                Þ  [
                  * ] employees

                (e.g.,
                  for [ * ])

                Management
                  fees cover shared services such as HR, Finance, Management, Quality
                  and IT
                  (TBD – Chordiant).

              


      

      


      


       


      
        
                

                              [
              * ] = 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.