exhibit101.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
      10.1

    


    MASTER
      AGREEMENT  BETWEEN WELLPOINT, INC. AND SUPPLIER

    AGREEMENT
      NUMBER:

    


    This
      Master Agreement, by and between WELLPOINT, INC., an Indiana corporation, on
      behalf of itself and its affiliates (“WellPoint”), and Chordiant Software, Inc.,
      a Delaware corporation, (“Supplier”), is entered into as of June 15, 2007, (the
“Effective Date”), including any Exhibits and/or Statements of Work, which
      together form the Agreement between the Parties.

    


    In
      consideration of the covenants and
      agreements contained herein, and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the Parties agree
      to
      the terms and conditions contained in this Master Agreement.

    


    A.STANDARD
      TERMS AND
      CONDITIONS

     

    
      	
              1.  

            	
              DEFINITIONS;
                CONSTRUCTION.

            


    

     

    
      	
              1.1  

            	
              “Affiliate”
means
                any entity controlling or
                controlled by or under common control with a Party , at the time
                of
                execution of the Agreement and any time thereafter, where “control” is
                defined as the ownership of at least fifty percent (50%) of the equity
                or
                beneficial interest of such entity, and any other entity with respect
                to
                which such Party has significant management or operational responsibility
                (even though such Party may own less than fifty percent (50%) of
                the
                equity of such entity).

            


    

     

    
      	
              1.2  

            	
              “Agreement”
                means (a) this “Master Agreement” (“Master Agreement”), (b) any other
                Exhibits in effect and included in the Agreement between the Parties
                as
                set forth in Section B.1 and (c) any Statement of Work that is entered
                into and signed by both Parties pursuant to a particular Exhibit,
                as well
                as any Exhibit or Statement of Work entered into subsequent to the
                Effective Date of the Agreement.

            


    

     

    
      	
              1.3  

            	
              “Deliverables”
                is a subset category of Products and shall mean those Products for
                which
                title and ownership passes to WellPoint, and which are described
                in a
                specific Exhibit, Statement of Work, or attachment thereto.  The
                term “Deliverables” includes anything that is developed and customized
                specifically for WellPoint, in which case it may constitute “Works” as
                agreed to by the Parties.  If the Agreement includes provision
                of “Works” by Supplier to WellPoint, the term “Deliverables” shall be
                construed as including such
“Works”.

            


    

     

    


     

    
      	
              1.4  

            	
              “Documentation”
                shall mean all manuals, descriptions, instructions or other materials
                describing the operation, maintenance, functionality and use of the
                Deliverables.

            


    

     

    
      	
              1.5  

            	
              “Exhibit”
                or “Exhibits” shall mean any and all Exhibits in effect between the
                Parties as set forth in Section B.1 herein (or otherwise entered
                into in a
                writing signed by both Parties if entered into subsequent to the
                Effective
                Date).

            


    

     

    
      	
              1.6  

            	
              “Master
                Agreement” means this document.

            


    

     

    
      	
              1.7  

            	
               “Party”
                means WellPoint or Supplier; “Parties” means WellPoint and
                Supplier.

            


    

     

    
      	
              1.8  

            	
              “Product”
                shall mean all software, licenses, materials, systems, and/or processes,
                as applicable, provided by Supplier and delivered or made accessible
                to
                WellPoint for WellPoint’s use or benefit as identified in an Exhibit or
                Statement of Work, as applicable, but excluding any
                Services.  The term Product also includes Deliverables if the
                Agreement includes any Deliverable to be provided by Supplier to
                WellPoint
                (including any Deliverable that constitutes
                “Works”).

            


    

     

    
      	
              1.9  

            	
              “Software”
                means the software referenced in a particular Order Schedule and
                distributed by Supplier for which WellPoint is granted a license
                pursuant
                to this Agreement.  Software
                is
                a subset of Products.

            


    

     

    
      	
              1.10  

            	
              “Receipt”
                shall have the meaning ascribed to such term in Section 15.8
                (Notices).

            


    

     

    
      	
              1.11  

            	
              “Services”
                shall mean all services performed by Supplier, if any, under this
                Agreement and, where applicable, shall be identified with particularity
                in
                each Exhibit and/or Statement of Work relating to such Services,
                but
                excluding Products.

            


    

     

    
      	
              1.12  

            	
               “Works”
                shall mean all work product and related documentation, in whatever
                stage
                of completion, if any, created in connection with and during the
                performance of this Agreement, and shall be identified as such and
                with
                particularity in the appropriate Exhibit and/or Statement of Work
                relating
                to such Works.  Works is a subset of
                Products.

            


    

     

    
      	
              1.13  

            	
              Each
                Exhibit and Statement of Work, as applicable, is an independent obligation
                of the Parties, and each Exhibit and Statement of Work if not entered
                into
                as of the Effective Date shall commence as of the commencement date
                set
                forth in (or if not specified, as of the date last set forth in the
                signature area of the) relevant Exhibit and/or Statement of
                Work.  The definitions contained in this Master Agreement and
                the provisions of each Exhibit in effect between the Parties shall
                apply
                to each Exhibit.  To the extent that any conflict arises between
                an Exhibit and any of the Statements of Work, the provisions of the
                Exhibit shall prevail.

            


    

     

    
      	
              1.14  

            	
              Each
                Party agrees to perform the obligations and provide the rights and
                benefits set forth in each Exhibit entered into under this
                Agreement.  Each Party acknowledges that it may take advantage
                of any rights granted to it under the
                Agreement.

            


    

     

    
      	
              2.  

            	
              INVOICING
                AND PAYMENT;
                AUDIT.

            


    

     

    
      	
              2.1  

            	
              Overview

            


    

     

    
      	
              2.1.1  

            	
              Supplier
                shall invoice WellPoint for the fees and
                expenses set forth in each Exhibit and/or Statement of Work, as
                applicable.  Except for the fees (“Fees”) and expenses agreed to
                in an applicable Exhibit and/or Statement of Work and not otherwise
                incurred in violation of this Agreement, no other amounts shall be
                charged
                by Supplier or payable by WellPoint.  Each such invoice shall
                contain sufficient detail to allow WellPoint to identify all products
                sold
                or licensed, all services rendered and any equipment provided to
                WellPoint.  Supplier shall submit invoices no later than 90 days
                from the end of the month to which the Product or Service relates
                and
                WellPoint shall not be responsible for any invoices submitted beyond
                the
                foregoing time frame. WellPoint shall pay undisputed fees and expenses
                within thirty (30) days of receipt of a proper invoice.  All
                fees shall be non-cancelable and the sums paid non-refundable, except
                as
                provided in Section 11.4.1 below. All invoices shall reference the
                Agreement Number shown on the Master Agreement and shall include
                any
                WellPoint-provided purchase order number.  Invoices shall be
                sent to:

            


    

     

    WellPoint,
      Inc., Attn: Accounts Payable, Mail Point OH41-B 263, 1351, William Howard Taft
      Road, Cincinnati, OH 45206

    


    All
      payments made by WellPoint shall be in U.S. Dollars
      and directed to:

     

    Chordiant
      Software Inc.

    P.O.
      Box [ * ]

    San
      Jose, CA [ * ]

     

    Or
      wire to:

     

    Comerica
      Bank

    Chordiant
      Software, Inc.

    Account#:
      [ * ]

    Routing
      #: [ * ]

     

    


    


    
      	
              2.2  

            	
              Procurement
                Process Technology

            


    

     

    
      	
              2.2.1  

            	
              WellPoint
                uses an automated procurement system and
                may, from time to time, use a third party to administer its procurement
                system. Upon WellPoint’s request, Supplier shall use such procurement
                process and shall cooperate with any such third party in setting
                up access
                to such procurement system, even if Supplier is required to pay a
                reasonable fee to such third party for use of such automated procurement
                system.

            


    

     

    
      	
              2.3  

            	
              Audit

            


    

     

    
      	
              2.3.1  

            	
              Supplier
                shall maintain complete, accurate and
                detailed records regarding all amounts charged to WellPoint under
                this
                Agreement.  Supplier shall retain such records for no less than
                three (3) years from date of the invoice for such amount
                charged.  Supplier shall allow WellPoint and its authorized
                representatives to inspect and conduct audits on such records during
                normal business hours upon five (5) business days written
                notice.  If discrepancies or questions arise with respect to
                such records, Supplier shall preserve such records until an agreement
                is
                reached with WellPoint regarding their disposition.  Except as
                provided for herein, each party shall bear its own costs (including
                internal research and personnel time, duplication costs, and the
                professional fees and expenses of authorized outside representatives
                and
                agents). If an audit reveals that Supplier overcharged WellPoint,
                Supplier
                shall promptly reimburse WellPoint in full for such
                overcharge(s).  If an audit reveals that Supplier undercharged
                WellPoint, Supplier shall invoice WellPoint in full for such
                undercharge(s) which WellPoint shall promptly pay; any over or
                underpayments shall be based on the rates set forth in the applicable
                Order Schedule or Statement of Work for the audited Product or Service,
                not any Supplier’s current list price for same.  If an audit
                reveals a variance of more than ten percent (10%) from any logically
                or
                readily identifiable component of a Service or Products (as examples
                for
                illustrative purposes only: such as a greater than an agreed upon
                hourly
                rate for one or more personnel providing services, billing in excess
                of
                actual hours worked, miscalculation of actual of supplies consumed,
                etc.),
                the party paying the true-up payment under this section shall also
                promptly reimburse the other party for its reasonable audit expenses
                incurred in connection with such
                audit.

            


    

     

    
      	
              2.4  

            	
              Expenses

            


    

     

    
      	
              2.4.1  

            	
              Except
                as set forth in the applicable Exhibit or a
                Statement of Work, or where expenses are a fixed amount or included
                in
                Fees, WellPoint shall reimburse Supplier only for those expenses
                that are
                in incurred by Supplier in accordance with Exhibit EX (which WellPoint
                may
                revise from time to time), consisting of WellPoint’s then current Supplier
                Reimbursable Expense Guideline.  Except as set forth in the
                applicable Exhibit or Statement of Work, in the event that Supplier’s
                expenses for domestic travel, lodging and other reimbursable expenses
                in
                any given month reach an amount in excess of [ * ] of the maximum
                fees set
                forth in the applicable Exhibit or Statement of Work, WellPoint shall
                have
                no obligation to reimburse any further domestic or any international
                expenses  unless such expenses are approved by WellPoint in
                advance and in writing.  In the event expenses are not a fixed
                amount or included in Fees, Supplier shall provide WellPoint with
                a
                monthly breakdown, by Supplier personnel incurring such reimbursable
                expenses, of airfare, hotel and meal expenses incurred, and of any
                other
                reasonable categories of expenses WellPoint may designate in writing
                to
                Supplier.  Supplier shall not be obligated to provide WellPoint
                with receipts for any expenses to be reimbursed but shall retain
                copies of
                receipts for any expense in excess of Twenty-Five
                Dollars  ($25), or as otherwise provided in Exhibit EX as
                revised by WellPoint from time to time, for WellPoint’s review in
                connection with an audit pursuant to this
                Section.

            


    

     

    
      	
              2.5  

            	
              Taxes

            


    

     

    
      	
              2.5.1  

            	
              WellPoint
                shall pay to Supplier all applicable
                sales or use taxes assessed by a government authority with respect
                to the
                Services and/or Products,  provided by Supplier under this
                Agreement, provided that Supplier shall separately itemize such taxes
                on
                its invoice(s) to WellPoint and that, upon request of WellPoint,
                Supplier
                shall provide proof to WellPoint of its payment of such taxes to
                the
                appropriate government entity.

            


    

     

    
      	
              2.6  

            	
              Cooperation
                with Third
                Parties.

            


    

     

    
      	
              2.6.1  

            	
              WellPoint
                may from time to time hire outsourcers, subcontractors, consultants,
                or
                other third parties (“WellPoint Third-Party Contractors”) to perform
                services or provide products or deliverables, or perform administrative,
                maintenance and other business and operational functions relating
                to
                WellPoint’s business, to WellPoint.  Moreover, the Services
                and/or Products  provided by Supplier hereunder may be
                integrated with projects, services, implementations or other deployments
                for which WellPoint and/or WellPoint Third Party Contractors are
                providing
                Services (an “Integrated Project”) and Supplier acknowledges and agrees
                cooperation among all such service providers is of utmost importance
                for
                the success of the Integrated Project and avoidance of disruption
                to
                WellPoint’s business and operations.  Supplier shall cooperate
                with and work in good faith with any WellPoint Third-Party Contractors
                as
                reasonably requested by WellPoint and/or as mutually agreed to under
                the
                terms of an applicable Statement of Work.  Such cooperation may
                include (but is not  limited to) knowledge sharing of standards,
                policies, quality assurance and testing processes, as applicable,
                to
                ensure smooth deployment of Integrated Projects and/or the smooth
                and
                efficient transition of any Services (or component of Services) to,
                from,
                or among WellPoint, Supplier and any Third Party
                Contractor.

            


    

     

    
      	
              3.  

            	
              DISPUTE
                RESOLUTION.

            


    

     

    
      	
              3.1  

            	
              Informal
                Dispute
                Resolution

            


    

     

    
      	
              3.1.1  

            	
              The
                Parties agree that in the event of a dispute
                or any alleged breach, they will work together in good faith to resolve
                the matter, first by internally escalating it to higher levels of
                management prior to resorting to formal arbitration as provided for
                in
                Section 3.2.1 herein (“Management Escalation”).  Any dispute
                should be brought to the attention of the single point of contact
                for
                Supplier and WellPoint, respectively, designated by each of WellPoint
                and
                Supplier pursuant to this Section 3.2 (“First Tier
                Management”).  If, after ten (10) business days, First Tier
                Management has not settled such dispute, First Tier Management shall
                give
                written notice of such dispute and deliver copies of all materials
                relevant to such dispute to the persons designated by WellPoint and
                Supplier, respectively, as the appropriate management positions to
                whom
                such matters should be escalated (“Second Tier
                Management”).  For purposes of this dispute resolution process,
                upon failure of First Tier Management to resolve a dispute, in order
                to
                escalate continued resolution of the dispute to Second Tier Management
                (as
                hereafter defined) such written notice shall be provided, at a minimum,
                to
                the other Party’s (i) First Tier Management personnel and (ii) general
                counsel, and shall also be provided to such other Party’s Second Tier
                Management if such person or team has been sufficiently
                identified.  If, after ten (10) business days from Receipt (as
                defined in Section 15.8 herein) by Second Tier Management of notice
                of
                such dispute, Second Tier Management has not settled such dispute,
                Second
                Tier Management shall give written notice of such dispute and deliver
                copies of all materials relevant to such dispute to the senior executives
                designated by WellPoint and Supplier, respectively, as the appropriate
                management positions to whom such matters should next be escalated
                (“Third
                Tier Management”).  If, after ten (10) business days from
                receipt of notice of such dispute, Third Tier Management has not
                settled
                such dispute, the Parties shall submit their dispute to binding
                arbitration as provided for in Section 3.2.1.  This escalation
                process shall not apply to disputes involving confidentiality or
                infringement of intellectual property rights or to any dispute for
                which
                the statute of limitations is about to expire (in which case either
                Party
                shall be free to seek available remedies at law or in equity in any
                forum).

            


    

     

    
      	
              3.2  

            	
              Binding
                Arbitration

            


    

     

    
      	
              3.2.1  

            	
              Except
                as otherwise provided in this Section
                3.1.1, the Parties agree to submit any such dispute not so resolved
                under
                Section 3.1 to binding arbitration to be held in Cook County, Illinois
                through and pursuant to the Commercial Arbitration Rules of the American
                Arbitration Association.  Upon exhaustion of the procedures set
                forth in Section 3.1.1, either Party may serve a written demand for
                arbitration upon the other Party.  Each Party shall bear its own
                legal fees and other costs of arbitration and shall split equally
                the
                costs and fees of the arbitrator(s).  The Parties shall use a
                panel of three arbitrators: one chosen by WellPoint; one chosen by
                Supplier and one chosen by the other two.  Within ten (10)
                business days of Receipt of the demand for arbitration, each Party
                shall
                identify an arbitrator.   Within twenty (20) business days
                of Receipt of the demand for arbitration, the first two arbitrators
                shall
                select the third arbitrator.  Arbitration shall commence on the
                schedule set by the arbitral panel.  The arbitral panel shall
                issue a short written statement of its decision and the reasons therefore,
                not to exceed ten (10) pages.  The Parties agree that any
                arbitration decision or arbitrated settlement agreement may be converted
                to a judgment and enforced according to the governing rules of civil
                procedure.

            


    

     

    [

     

    
      	
              3.3  

            	
              Continued
                Services

            


    

     

    
      	
              3.3.1  

            	
              Notwithstanding
                any dispute, Supplier shall continue timely performance of any services
                it
                provides or its other obligations under this Agreement during the
                period
                of management escalation and binding arbitration pursuant to Sections
                3.1
                and 3.2 above; provided that Supplier shall not be obligated to continue
                to provide services for which WellPoint disputes payment for more
                than
                three months from the commencement of the binding arbitration unless
                the
                arbitrator otherwise directs in a written ruling and that WellPoint
                continues to pay Supplier for all undisputed services within 30 days
                of
                receipt of a proper invoice as provided for in Section
                2.1.1.

            


    

     

    
      	
              3.4  

            	
              Statute
                of Limitations

            


    

     

    
      	
              3.4.1  

            	
              The
                Statute of Limitations with respect to any claim
                or matter submitted to mediation shall be suspended as of the date
                of a
                request for binding arbitration hereunder (or, if not determinable,
                as of
                the date of Receipt of such request), and shall be tolled until the
                date
                of any formal settlement agreement entered into by the parties or
                the date
                of any final determination issued by an arbitral panel, as the case
                may
                be, but in any event not longer than six (6) months from the date
                such
                statute of limitations was suspended, unless the parties specifically
                agree in writing to a different tolling
                period.

            


    

     

    
      	
              4.  

            	
              RELATIONSHIP
                MANAGEMENT; STATEMENTS OF
                WORK;

            


    

     

    
      	
              4.1  

            	
              Annual
                Business Review

            


    

     

    
      	
              4.1.1  

            	
              At
                WellPoint’s request and upon reasonable written
                notice, the Parties shall meet, at each Party’s own expense, and conduct a
                business review at a mutually agreeable time and location on or about
                each
                May 1st (the “Annual Business Review” and, collectively, the “Business
                Reviews”).  The Business Reviews shall be attended by
                representatives from various functional areas of each Party’s business as
                mutually agreed upon by the Parties, which representatives may vary
                from
                meeting to meeting.  Prior to the initial Business Review, a
                kickoff meeting shall be held at a mutually agreeable time and location
                with each Party’s representatives to discuss the Business Review process
                and the expectations of the Parties in connection therewith.  At
                the Business Reviews, the Parties shall review (a) Supplier’s performance
                against performance metrics set forth on any applicable Exhibits
                or
                Statement of Work, (b) WellPoint’s business processes and practices and
                any Supplier recommendations for improvement thereto, and (c) such
                other
                matters as may be mutually agreed upon by the
                Parties.

            


    

     

    
      	
              4.2  

            	
              Relationship
                Points of
                Contact

            


    

     

    
      	
              4.2.1  

            	
              Project
                Manager: At WellPoint’s request,
                Supplier shall designate a single point of contact (“Project Manager”) who
                shall be responsible for ensuring that Supplier (and any Supplier
                personnel, as applicable) is properly performing its obligations
                under
                this Agreement or as to a particular Statement of Work or project;
                shall
                act as liaison with WellPoint and shall be responsible for the day-to-day
                performance of Supplier’s obligations and provision of any Products and/or
                Services.  Supplier’s Project Manager shall be available, as
                reasonably required, for review meetings and at other times reasonably
                requested by WellPoint.  WellPoint shall designate a
                corresponding Project Manager to act as liaison on behalf of
                WellPoint.

            


    

     

    
      	
              4.2.2  

            	
              Relationship
                Manager: At WellPoint’s request, Supplier shall also designate an Account
                Manager who shall act as liaison with WellPoint on behalf of Supplier
                with
                respect to the relationship and responsibilities of the
                Parties.  Such Account Manager shall be responsible for
                coordinating and managing delivery of all Services and/or Products,
                and
                also for coordinating, cooperating and resolving any concerns, service
                problems or other matters relating to the overall relationship between
                the
                Parties.  The Account Manager shall have full authority to act
                on Supplier’s behalf with respect to all matters relating to this
                Agreement; provided that any amendment to this Agreement (or any
                Exhibit
                or Statement of Work hereunder) will not be effective until it is
                executed
                by duly authorized representatives of both parties.  WellPoint
                shall designate a corresponding Account Manager to act as liaison
                on
                behalf of WellPoint.

            


    

     

    
      	
              4.3  

            	
              Supplier
                Financial
                Information

            


    

     

    
      	
              4.3.1  

            	
              Upon
                WellPoint’s request, Supplier will provide
                WellPoint with complete and accurate annual financial statements
                so long
                as this Agreement is in effect.  For so long as Supplier is a
                publicly traded company, WellPoint may also access Supplier’s Forms 10Qs
                and 10K filed with the Securities and Exchange Commission at
                www.sec.gov, and Supplier will not be obligated to separately
                provide them to WellPoint.  Privately held companies will
                provide balance sheet and income statement with
                footnotes.  Supplier shall provide WellPoint with such
                statements within ninety (90) days after the end its annual accounting
                period.  Supplier shall send such information to WellPoint,
                Inc., 1 WellPoint Way, Thousand Oaks, CA  91362,
                Attn.:  S&SP Management Group. Any information disclosed
                hereunder shall be Confidential Information.  If Supplier
                engages DBEs (as defined in Section 14.2 herein), the information
                provided
                by Supplier under this paragraph shall also include information relating
                to expenditures on DBEs.

            


    

     

    
      	
              4.4  

            	
              Statements
                of
                Work.

            


    

     

    
      	
              4.4.1  

            	
              The
                Services to be performed and Deliverables to be provided by Supplier
                at
                WellPoint’s request will be described in a Statement of Work that must be
                signed by an officer of each party.  Each Statement of Work
                shall, in each case, if applicable: (i) state the responsibilities
                of the
                Supplier regarding such Services, Deliverables, project; (ii) state
                the
                compensation, including any hourly rates or fixed fees, relevant
                payment
                milestones, payment schedule, holdbacks, and related terms; (iii)
                contain
                a description of the relevant Services, specifications, locations,
                schedules, systems, technologies, success measures and performance
                goals,
                deliverables, software, technologies, response time parameters,
                performance goals, project objectives, project milestones, Incentives,
                and
                termination assistance, as applicable; (iv) identify the names of
                the
                following personnel (as defined in Article 4 herein), including (a)
                the
                WellPoint Project Manager, who will be authorized to act as WellPoint’s
                primary contact for Supplier with respect to the parties’ obligations
                under the Statement of Work, and (b) Supplier’s key project personnel,
                including (x) the name of the Supplier Project Manager (as defined
                in
                Article 4 herein), who will be authorized to act as Supplier’s primary
                contact for WellPoint with respect to the parties’ obligations under the
                Statement of Work, and (y) the names of any other key project personnel,
                if any (collectively, the “Key Employees”) and the percentage of each Key
                Employee’s time that will be dedicated to the project covered by the
                Statement of Work; (v) describe the start date, location and scheduled
                completion of any discrete projects or phases of projects or Deliverables;
                (vi) set forth the specifications of any project, project phases,
                and/or  Deliverables; (vii) set forth the project milestones or
                other assessment points; (viii) identify additional charges, if any,
                for
                any installation or training; (ix) be consecutively numbered; (x)
                if
                approved or designated by WellPoint, describe with particularity
                any
                subcontractors who will be performing Services or providing Deliverables
                and the nature and scope of such subcontract (including providing
                WellPoint with a copy of the subcontract terms; and (xi) be dated
                and
                signed by each party.

            


    

     

    


    


    
      	
              4.5  

            	
              Changes;
                No Scope Creep.

            


    

     

    


    
      	
              4.5.1  

            	
              Unless
                expressly provided otherwise herein, all amendments to a Statement
                of Work
                must be in writing and must be signed by authorized representatives
                of
                WellPoint and Supplier.  It is crucial that authorized WellPoint
                officials approve any change in the scope of a Statement of Work,
                especially an expansion in scope, before the change is
                implemented.  Any change in the scope or objective of a
                Statement of Work or in the Services to be performed under a Statement
                of
                Work must be approved, prior to the change being made, by modifying
                the
                Statement of Work in a writing signed by an authorized representative
                of
                each Party.  WellPoint will not be liable for payment for work
                performed beyond the scope of the Statement of Work unless written
                approval for scope expansion was granted in advance of the additional
                work
                being performed.  Any modification to this Agreement other than
                to a Statement of Work shall be forwarded to WellPoint’s legal department
                for review reasonably in advance of
                execution.

            


    

     

    


    
      	
              4.5.2  

            	
              WellPoint
                may, at any time, by written notice to Supplier, request changes
                to a
                Statement of Work (a “Change
                Request”).

            


    

     

    


    
      	
              4.5.3  

            	
              For
                fixed fee Statements of Work, if the Change Request causes an increase
                in
                the time required to implement the project, as changed, which is
                greater
                than the threshold specified in the Statement of Work, an equitable
                adjustment will be made to the contract price, the performance schedule,
                or both.  Upon Supplier’s receipt of a Change Request, Supplier
                will promptly provide WellPoint with an estimate of the impact (with
                such
                estimate to be provided at no charge to WellPoint), if any, of such
                change
                on the price or performance schedule.  If the parties mutually
                agree to the impact of such change, a written description of the
                agreed
                change (a “Change Authorization”) will be prepared which must be signed on
                behalf of WellPoint, by the WellPoint Project Manager and, if the
                value of
                the Change Request exceeds $50,000 or 10% of the value of the Statement
                of
                Work, a WellPoint Vice President, and on behalf of the Supplier,
                by an
                authorized representative of the Supplier before it is
                binding.  In the event of any conflicts or inconsistency, the
                terms of a Change Authorization shall prevail over those of the Statement
                of Work.  Any disagreement between the parties concerning the
                impact of the Change Request will be treated as a dispute subject
                to
                resolution pursuant to the dispute resolution procedures of this
                Agreement.  No verbal request for change will have any effect,
                and Supplier is not entitled to any adjustment in price or performance
                schedule for changes:  (i) which are not authorized by a written
                Change Authorization signed by the WellPoint Project Manager or Vice
                President, as applicable, (ii) unless agreed to in a separate Statement
                of
                Work signed by authorized representatives of both parties, or (iii)
                resolved pursuant to the dispute resolution procedures herein for
                any
                unagreed Change Request.

            


    

     

    


    
      	
              4.6  

            	
              Third-Party
                Software.

            


    

     

    


    
      	
              4.6.1  

            	
              Clearance
                for Certain WellPoint Provided Software.  If WellPoint is to be
                providing any software or access to software to Supplier for a particular
                project, the applicable Statement of Work shall either (i) list all
                third-party software that Supplier will have access to or use in
                the
                course of its performance of that Statement of Work supplied by WellPoint,
                or (ii) it shall state when the identity of such software to be supplied
                or made accessible by WellPoint will be known to the
                parties.  Before commencement of Supplier’s Services (if
                specified on the applicable Statement of Work) or before such software
                is
                accessed or used by Supplier (if the software is not specified on
                the
                applicable Statement of Work), WellPoint must ascertain whether it
                has the
                license rights to permit Supplier to access and use the third-party
                software needed for such Project.  WellPoint may cancel or
                postpone any specific work with Supplier (without any financial penalty
                and without such cancellation constituting a breach of contract by
                WellPoint) if WellPoint determines that it does not possess the needed
                license for Supplier to perform the Services for which such third-party
                software is needed, and Supplier shall not be penalized financially
                or
                otherwise be in breach of contract if it fails to meet any milestones
                or
                timelines set forth in any Statement of Work on account of such
                cancellation by WellPoint.

            


    

     

    
      	
              4.6.2  

            	
              Use
                of WellPoint Provided Software.  If applicable, for each item of
                third-party software to which WellPoint provides Supplier access
                or use of
                pursuant to a Statement of Work, Supplier must deinstall and return
                all
                such software to WellPoint upon the expiration or termination of
                a
                Statement of Work or at WellPoint’s request (and, at WellPoint’s request,
                provide an officer’s written certification it has done
                so).  Supplier may use or have access to such software only for
                the purpose of performing the applicable Statement of Work and any
                other
                use is strictly prohibited.  Supplier shall adhere to any
                third-party software license limitations when informed of, or provided
                with, those limitations, and shall indemnify, protect and defend
                WellPoint
                for any misuse by Supplier or its
                personnel.]

            


    

     

     

    
      	
              4.7  

            	
              Subcontractors.

            


    

     

    
      	
              4.7.1  

            	
              Any
                Services or Deliverables provided by approved subcontractors shall
                be
                subject to these same procedures as if the Service or Deliverable
                were
                provided directly by Supplier.

            


    

     

    


     

    
      	
              5.  

            	
              GOVERNANCE
                AND CHANGE
                CONTROL.

            


    

     

     

    5.1.                Steering
      Committee.  The parties shall form a committee comprised of the
      respective Project Managers (as hereafter defined) and an equal number of
      representatives from each of the parties, which will monitor the progress of
      the
      Services being performed hereunder (the “Steering Committee”).  At a
      minimum during implementation phases of the project, the Steering Committee
      will
      hold meetings at least once a month to review the status of all projects, review
      the benchmarks and metrics established for each of the projects, and review
      best
      practices across each of the projects.  The parties may provide in a
      Statement of Work for a different schedule of Steering Committee meetings upon
      completed implementation of the project.

     

     

    
      	
              5.1  

            	
              Change
                Control

            


    

     

    
      	
              5.1.1  

            	
              WellPoint
                may, at any time and from time to time,
                request in writing that Supplier make changes, modifications or
                enhancements to the Services being provided pursuant to the Agreement
                or
                any Statement of Work.  No change shall be effective until an
                amendment to the Agreement or Statement of Work is executed by duly
                authorized representatives of both
                parties.

            


    

     

    


    
      	
              5.1.2  

            	
              No
                Changes by Supplier: Except as may be necessary on an emergency basis,
                as
                determined by WellPoint (if this is determined by WellPoint, an individual
                at WellPoint must be available to Supplier at all hours to respond
                to
                emergencies), no changes, modifications or enhancements in Services
                shall
                be made without WellPoint’s prior written consent, which shall be provided
                at its sole discretion, unless such change, modification or enhancement:
                (a) has no impact on the Services being provided by Supplier; (b)
                has no
                impact on the security of WellPoint Data and WellPoint’s systems; and (c)
                causes no increase in fees or other costs chargeable to WellPoint
                hereunder.  If an emergency arises which requires Supplier to
                make a change, modification or enhancement to the Services, Supplier
                shall
                notify WellPoint thereof as soon as
                practicable.

            


    

     

    
      	
              6.  

            	
              TERM;
                TERMINATION.

            


    

     

    
      	
              6.1  

            	
              Term

            


    

     

    
      	
              6.1.1  

            	
              This
                Agreement shall commence as of the Effective
                Date, and shall continue in effect until the expiration or termination
                as
                provided for herein.  The Parties may provide that a particular
                Exhibit, or a particular Statement of Work, have a different commencement
                and/or termination date.  The initial term and any renewal term
                of this Agreement or any Exhibit shall be referred to herein as the
                “Term.”  The Agreement shall commence upon execution of this
                Master Agreement and shall expire upon the expiration or termination
                of
                the last remaining Exhibit or Statement of Work in effect, unless
                otherwise terminated as provided for
                herein.

            


    

     

    
      	
              6.2  

            	
              Termination
                for Supplier’s
                Breach

            


    

     

    
      	
              6.2.1  

            	
              WellPoint,
                in its sole discretion, may terminate
                the entire Agreement or any and all Exhibit or Statement of Work
                (i) upon
                written notice in the event of material breach within ten (10) days
                of
                Receipt of written notice from WellPoint if Supplier is in breach
                of
                Sections 9, 11.3.1(k) or 11.3.1(l), or (ii) upon written notice in
                the
                event of a material breach of any other Section of the
                Agreement  or any Exhibit or Statement of Work by Supplier if
                Supplier has not remedied such breach within thirty (30) days of
                its
                Receipt of written notice from WellPoint of such breach.  Should
                Supplier again materially breach the Agreement in substantially the
                same
                manner as a prior material breach by Supplier, within one (1) year
                of such
                prior material breach, WellPoint may terminate any or all Exhibits
                and/or
                Statements of Work or this entire Agreement upon no less than ten
                (10)
                business days written notice, provided, however, that WellPoint,
                in its
                sole discretion, may immediately cease receiving products or services
                from
                Supplier and cease providing Supplier with access to WellPoint’s computer
                systems, facilities, personnel or
                information.

            


    

     

    
      	
              6.3  

            	
              Termination
                for WellPoint’s
                Breach

            


    

     

    
      	
              6.3.1  

            	
              Supplier
                may terminate (i) the entire
                Agreement or any and all Exhibit or Statement of Work upon written
                notice
                in the event of material breach within ten (10) days of Receipt of
                written
                notice from Supplier if WellPoint is in breach of Section 9, or (ii)
                the
                applicable Exhibit or Statement of Work upon written notice in the
                event
                of a material breach of such Exhibit or Statement of Work by WellPoint
                if
                WellPoint has not remedied such breach within thirty (30) days of
                its
                Receipt of written notice from the Supplier of such breach; provided,
                however, that Supplier shall, at WellPoint’s expense, provide necessary
                transition assistance to WellPoint after such termination notice
                is
                given.  It is understood that Supplier commits to provide for
                reasonable transition assistance, at WellPoint’s request, but that the
                Parties shall mutually agree to the payment, scope and related terms
                of
                such transition assistance in a duly executed Statement of Work,
                which the
                parties shall negotiate with diligence.


            


    

     

    
      	
              6.4  

            	
              Termination
                for
                Convenience

            


    

     

    
      	
              6.4.1  

            	
              WellPoint
                may terminate this Agreement or any
                Exhibit or Statement of Work for any or no reason upon the provision
                of no
                less than sixty (60) days for this Agreement or forty-five (45) days
                for a
                Statement of Work  (60) written notice of termination to
                Supplier.

            


    

     

    
      	
              6.5  

            	
              Termination
                Due to
                Insolvency

            


    

     

    
      	
              6.5.1  

            	
              Either
                Party may terminate this Agreement and/or
                any Exhibit or Statement of Work immediately upon the occurrence
                of any of
                the following events with respect to the other Party:  (a) the
                other Party becomes insolvent, generally unable to pay its debts
                as they
                become due, or makes an assignment for the benefit of its creditors
                or
                seeks relief under any bankruptcy, insolvency or debtor’s relief law; (b)
                if proceedings are commenced against the other Party under any bankruptcy,
                insolvency or debtor’s relief law, and such proceedings have not been
                vacated or set aside within sixty (60) days from the date of commencement
                thereof; (c) a receiver is appointed for the other Party or its material
                assets; or (d) if the other Party is liquidated, dissolved or ceases
                operations.

            


    

     

    
      	
              6.6  

            	
              Effect
                of Termination or
                Expiration

            


    

     

    
      	
              6.6.1  

            	
              In
                the event that an Exhibit or Statement of Work
                expires or in the event that WellPoint terminates an Exhibit pursuant
                to
                the terms contained in such Exhibit or Statement of Work, WellPoint
                may,
                in its sole discretion, simultaneously terminate other Exhibits or
                Statements of Work materially and adversely affected by such termination
                or expiration.  Notwithstanding the foregoing, the termination
                of a particular Statement of Work or Exhibit shall not result in
                the
                termination of the Agreement (or of other Exhibits in effect between
                the
                Parties) unless such termination explicitly provides for termination
                of
                the entire Agreement between the Parties.  All sections
                identified as surviving the termination of an Exhibit or Statement
                of
                Work, as well as Sections 2.3, 3, 7, 8, 9, 12, 13 and 15 inclusive
                shall
                survive the expiration or termination of the Agreement.  In the
                event of termination for any or no reason of any Exhibit or Statement
                of
                Work, WellPoint shall pay Supplier any undisputed Fees and/or expenses
                owed in accordance with such Exhibit or Statement of Work up to the
                effective date of termination.  If the Agreement includes Works,
                Supplier shall promptly deliver such Works, in whatever stage of
                completion, to WellPoint.

            


    

     

    
      	
              7.  

            	
              MATERIALS
                AND
                OWNERSHIP.

            


    

     

    
      	
              7.1  

            	
              Overview
                of Materials and
                Ownership

            


    

     

    
      	
              7.1.1  

            	
              Products
                and/or Deliverables may contain
                intellectual property owned or created either (a) by WellPoint, (b)
                by
                Supplier independent of its obligations to WellPoint, or (c) by Supplier
                (either independently or in cooperation with WellPoint) pursuant
                to its
                obligations under this Agreement.  Supplier shall retain all
                title, copyright and other proprietary rights in the
                Software.  WellPoint does not acquire any rights, express or
                implied, in the Software, other than those specified in this
                Agreement. This Section 7 sets forth the Party’s
                respective intellectual property rights in the foregoing
                materials.

            


    

     

    
      	
              7.2  

            	
              WellPoint
                Materials

            


    

     

    
      	
              7.2.1  

            	
              In
                the course of Supplier’s provision of Services or
                Products, as the case may be, WellPoint may provide to Supplier
                WellPoint’s proprietary information and/or intellectual property,
                including, but not limited to, technical data, creative designs and
                concepts, web designs, trade secrets and know-how, customer or supplier
                lists, business plans, software, algorithms, programming techniques,
                business rules, business methods, inventions, drawings, engineering,
                hardware configuration information, financial data, processes, technology
                and designs which it maintains (the “WellPoint
                Materials”).  WellPoint hereby grants Supplier a limited license
                to use the WellPoint Materials solely as necessary to deliver the
                Services
                and/or Products to WellPoint.  WellPoint does not grant Supplier
                any interests in, or ownership of, any of the WellPoint
                Materials.  Upon completion of the Services and/or Products,
                Supplier shall promptly return all WellPoint Materials and deliver
                all
                Deliverables (including copies thereof) in whatever stage of completion
                to
                WellPoint and shall destroy (and provide written certification of
                such
                destruction) all Supplier’s files pertaining to the WellPoint
                Materials.  Notwithstanding the foregoing, Supplier shall be
                entitled to retain copies of its work product containing WellPoint
                Materials as a record of its professional activities and subject
                to any
                continuing confidentiality obligations.  The parties recognize
                that Supplier may provide similar Products and/or Services to other
                Supplier clients and may use or duplicate certain materials as templates
                or sources for other projects; nevertheless, Supplier shall not use
                any
                WellPoint Material from its WellPoint engagement as a source document
                or
                template to create deliverables for other Supplier
                Clients.

            


    

     

    
      	
              7.3  

            	
              Supplier
                Materials and Software
                Modifications.

            


    

     

    
      	
              7.3.1  

            	
              Works
                may incorporate technology or content
                previously developed by Supplier, or which Supplier has developed
                (i)
                without the use of any WellPoint intellectual property, and (ii)
                for
                services unrelated to the services set forth in any Statement of
                Work
                (collectively, the “Supplier Materials”).  Supplier hereby
                grants to WellPoint a perpetual, irrevocable, royalty-free, fully
                paid-up,
                transferable, sublicensable, non-exclusive, worldwide license to
                use,
                reproduce, distribute, display and perform (whether publicly or
                otherwise), prepare derivative works of, modify, make, sell, offer
                to
                sell, import and otherwise use and exploit all or any portion of
                the
                Supplier Materials to the extent necessary to allow WellPoint the
                right to
                fully enjoy and exploit the Services and/or Products in a manner
                consistent with their intended use provided such Works are fully
                paid for
                by WellPoint in accordance with the Agreement governing such Services
                and/or Products. For clarity, it is understood that Supplier shall
                own all
                modifications, improvement or enhancements made by Supplier to the
                Supplier Materials.

            


    

     

    
      	
              7.3.2  

            	
              Modifications,
                enhancements and derivatives works of
                the Software or any other of Chordiant’s pre-existing intellectual
                property rights, including certain software objects applicable to
                the
                business of WellPoint, are referred to herein as
                “Customizations.”  Additions, bolt-ons or other software that
                interacts or interfaces with the Software are referred to herein
                as
                “Additions.”  All right, title and interest to any
                Customizations or Additions provided by Supplier to WellPoint, either
                directly or indirectly, shall be owned by Supplier.  Supplier
                hereby grants WellPoint a license to such Customizations and Additions
                on
                the same terms and conditions as those set forth in this Agreement
                pertaining to the originally licensed Software, and such Customizations
                and Additions shall be considered licensed Software under this
                Agreement.

            


    

     

    
      	
              7.4  

            	
              Works

            


    

     

    
      	
              7.4.1  

            	
              Works
                (exclusive of (i) Supplier Materials, (ii)
                licensed Software and (iii) all Customizations and Additions made
                by
                Supplier to the licensed Software), in whatever stage of completion,
                shall
                be deemed a work-made-for-hire specially ordered and/or commissioned
                by
                WellPoint.  WellPoint, its successors and assigns, shall
                exclusively own all now known or hereafter existing rights of every
                kind
                and nature throughout the universe (including, but not limited to,
                all
                copyrights, moral rights and mask-works; trademarks, service marks,
                trade
                names and similar rights; patents, design rights, algorithms and
                other
                industrial property rights; trade secret rights; all Agreement, assignment
                and licensing rights; and all rights in registrations, applications,
                renewals, extensions, continuations, divisions or reissues thereof
                now or
                hereafter in force in the foregoing), in perpetuity and in all languages,
                pertaining to the Works (but excluding Supplier Materials), tangible
                and
                intangible, for all now known or hereafter existing uses, and Supplier
                hereby irrevocably assigns and agrees to assign to WellPoint, in
                perpetuity, without additional consideration, all such Works (to
                the
                extent and in the event they are not deemed work-made-for-hire) (but
                excluding Supplier Materials).  Supplier shall not have and
                shall not purport to have any rights in the Works.  In the event
                Supplier has any rights in and to the Works (including, but not limited
                to, the “droit moral” or “moral rights of authors” or any similar rights
                in and/or to the Works) that cannot be assigned to WellPoint as provided
                above, whether now known or hereafter to become known, Supplier hereby
                unconditionally waives such rights and the enforcement thereof, and
                all
                claims and causes of action of any kind with respect to any of the
                foregoing.  In the event Supplier has any rights in and to the
                Works that cannot be assigned to WellPoint and cannot be so waived,
                Supplier hereby grants to WellPoint a perpetual, irrevocable,
                royalty-free, fully paid-up, transferable, sublicensable, exclusive,
                worldwide license to use, reproduce, distribute, display and perform
                (whether publicly or otherwise), prepare derivative works of and
                otherwise
                modify, make, sell, offer to sell, import and otherwise use and exploit
                such Works in a manner consistent with their intended
                use.  Notwithstanding the foregoing, the following Works will
                remain the sole and exclusive property of Supplier any unused or
                unpublished Works presented to WellPoint other than in written or
                tangible
                form.

            


    

     

    
      	
              8.  

            	
              SECURITY.

            


    

     

    
      	
              8.1  

            	
              Standards

            


    

     

    
      	
              8.1.1  

            	
              To
                the extent made accessible to Supplier, all WellPoint Confidential
                Information (as defined below) shall be stored in secure locations
                consistent with high industry standards for access control, prevention
                of
                data piracy by employees, subcontractors or other third-parties,
                virus and
                “Trojan Horse” detection and prevention, and intrusion detection and
                prevention.

            


    

     

    
      	
              8.2  

            	
              Limited
                Access

            


    

     

    
      	
              8.2.1  

            	
              To
                the extent made accessible to Supplier,
                Supplier shall, at all times, limit access to WellPoint Confidential
                Information to those employees or subcontractors that have an actual
                need
                to access such data for purposes of providing the
                Services.  Prior to gaining access to WellPoint Confidential
                Information, Supplier shall require all employees or subcontractors
                to
                execute a confidentiality agreement no less stringent than the provisions
                set forth in this Agreement.

            


    

     

    
      	
              8.3  

            	
              Notification
                of Security
                Breaches

            


    

     

    
      	
              8.3.1  

            	
              Supplier
                shall immediately notify WellPoint should
                it discover any breach of the security provisions set forth in this
                Agreement.

            


    

     

    
      	
              8.4  

            	
              Secure
                Coding
                Guidelines

            


    

     

    
      	
              8.4.1  

            	
              Each
                party shall be responsible for using security
                procedures that are reasonably sufficient to ensure that all transmissions
                of Documents are authorized and to protect its business records and
                data
                from improper access. Supplier represents and warrants that it develops
                its Software in accordance with standard industry practices.  To
                the extent Supplier develops or customizes coding for WellPoint,
                it will
                use commercially reasonable efforts to  comply with WellPoint’s
                Secure Coding Guidelines, which is based upon industry best practices.
                So
                long as WellPoint is current on Maintenance Services, Supplier shall
                use
                commercially reasonable efforts to correct any Software if it is
                in
                violation of such Guidelines that results or may result in a material
                and
                unacceptable security risk, in WellPoint’s reasonable opinion; WellPoint
                shall notify Supplier as soon as practical when it becomes aware
                of any
                violation of the Guidelines..

            


    

     

    
      	
              9.  

            	
              CONFIDENTIALITY.

            


    

     

    
      	
              9.1  

            	
              HIPAA
                and Medicare

            


    

     

    
      	
              9.1.1  

            	
              The
                provisions set forth in this Section 9 are in
                addition to and not in lieu of any confidentiality, privacy, security
                and
                other requirements imposed on Supplier if Exhibit BAA (Business Associate
                Addendum)  Exhibit MCG (Medicare Compliance General), and/or
                Exhibit MCS (Medicare Compliance Specialty) are included among the
                Exhibits that form part of this
                Agreement.

            


    

     

    
      	
              9.2  

            	
              Confidential
                Information

            


    

     

    
      	
              9.2.1  

            	
              During
                the Term, a Party (the “Receiving Party”) may be
                exposed to or acquire information regarding the business, projects,
                operations, finances, activities, affairs, research, development,
                products, technology, technology architecture, business models, business
                plans, business processes, marketing and sales plans, customers,
                finances,
                personnel data, health plan rating and reimbursement formulas, computer
                hardware and software, including both object and source code, computer
                systems and programs, processing techniques and generated outputs,
                intellectual property, procurement processes or strategies or suppliers
                of
                the other Party or their respective directors, officers, employees,
                agents
                or clients (collectively, the “Disclosing Party”), including, without
                limitation, any idea, proposal, plan, procedure, technique, formula,
                technology, or method of operation (collectively, “Proprietary
                Information”).  In addition, during the performance of its
                obligations hereunder, Supplier may be exposed to, without limitation,
                (i)
                PHI and NPFI; (ii) other medical information and personal information
                regarding WellPoint’s health plan members, employees, or medical or
                hospital service providers; (iii) other information that WellPoint
                is
                required by law, regulation or company policy to maintain as confidential;
                (iv) other financial information concerning WellPoint’s health plan
                members, employer groups and other health plan groups or medical
                or
                hospital service providers that is disseminated by WellPoint internally
                for staff use; (v) personnel and payroll records, patient accounting
                and
                billing records, and information contained in those records; (vi)
                WellPoint’s trade secrets; and (vii) information that could aid others to
                commit fraud, sabotage or otherwise misuse WellPoint’s products or
                services or damage their business (collectively, the “WellPoint
                Non-Disclosable Information”).  Collectively, Proprietary
                Information and WellPoint Non-Disclosable Information are referred
                to
                herein as “Confidential Information.”  Each Party agrees to hold
                the Confidential Information of the other Party in strict confidence,
                to
                use such information solely in the course of performing its obligations
                hereunder, and to make no disclosure of such information except in
                accordance with the terms of this Agreement.  A Party may
                disclose Confidential Information only to its personnel who have
                an
                absolute need to know such Confidential Information in order to fulfill
                its obligations hereunder and who have previously executed a written
                confidentiality agreement imposing confidentiality obligations no
                less
                restrictive than those applicable hereunder.  Each Party shall
                be primarily responsible and liable for any confidentiality breaches
                by
                its personnel and the personnel of its subcontractors.  Each
                Party shall immediately advise the other Party of any actual or potential
                violation of the terms of this Section 9.2, and shall reasonably
                cooperate
                with the disclosing Party in relation
                thereto.

            


    

     

    
      	
              9.3  

            	
              Exceptions
                for Proprietary
                Information

            


    

     

    
      	
              9.3.1  

            	
              Proprietary
                Information shall not include
                information that the Receiving Party can demonstrate (i) was, at
                the time
                of its disclosure, or thereafter becomes part of the public domain
                through
                no fault of the Receiving Party or its personnel, agents or
                subcontractors, (ii) was known to the Receiving Party at the time
                of its
                disclosure from a source other than the Disclosing Party, (iii) is
                subsequently learned from a third Party not under a confidentiality
                obligation to the Disclosing Party with regard to such Proprietary
                Information, (iv) is something which is independently developed by
                the
                Receiving Party without reference to such Proprietary Information,
                or (v)
                is required to be disclosed pursuant to subpoena, court order, or
                government authority, provided that the Receiving Party has provided
                the
                Disclosing Party with sufficient prior written notice of such requirement
                to enable the Disclosing Party to seek to prevent such
                disclosure.

            


    

     

    
      	
              9.4  

            	
              No
                Exceptions for WellPoint Non-Disclosable
                Information

            


    

     

    
      	
              9.4.1  

            	
              Due
                to the sensitive nature of the WellPoint
                Non-Disclosable Information and due to WellPoint’s obligations to maintain
                the privacy of its customers and providers, Supplier acknowledges
                and
                agrees that WellPoint Non-Disclosable Information shall at all times
                remain confidential and shall not be subject to exceptions, except
                as set
                forth in Exhibit BAA.

            


    

     

    
      	
              9.5  

            	
              Continuing
                Obligations

            


    

     

    
      	
              9.5.1  

            	
              A
                Party’s obligation to maintain the confidentiality
                of Proprietary Information shall remain in force until the fifth
                anniversary of the termination of the entire
                Agreement.  Supplier’s obligation to maintain the
                confidentiality of WellPoint Non-Disclosable Information shall neither
                terminate nor expire.  WellPoint’s obligation to maintain the
                confidentiality of the Software shall neither terminate nor
                expire.

            


    

     

    
      	
              9.6  

            	
              Return
                of Confidential
                Information

            


    

     

    
      	
              9.6.1  

            	
              Promptly
                upon expiration or termination of the
                entire Agreement or of an Exhibit or Statement of Work (with regard
                to the
                Confidential Information disclosed under the Agreement or through
                such
                Agreement or Statement of Work, as the case may be,) or, in the case
                of
                Non-Disclosable Information at any time upon WellPoint’s request, the
                Receiving Party shall promptly, at the Disclosing Party’s option, either
                return or destroy all (or, if the Disclosing Party so requests, any
                part)
                of the Confidential Information, and all copies thereof and other
                materials containing such Confidential Information, and the receiving
                Party shall certify in writing its compliance with the
                foregoing.  Notwithstanding the foregoing, Supplier shall be
                entitled to retain copies of its work product containing Confidential
                Information (but excluding WellPoint Non-Disclosable Information)
                as a
                record of its professional activities and subject to any continuing
                confidentiality obligations.

            


    

     

    
      	
              9.7  

            	
              Injunctive
                Relief

            


    

     

    
      	
              9.7.1  

            	
              Each
                Party acknowledges that in the event of a
                breach of this Section 9.7, damages may not be an adequate remedy
                and the
                Disclosing Party may be entitled to, in addition to any other rights
                and
                remedies available under the Agreement or at law or in equity, injunctive
                relief to restrain any such breach, threatened or actual, without
                proof of
                irreparable injury and without the necessity of posting bond even
                if
                otherwise normally required.

            


    

     

    
      	
              10.  

            	
              INSURANCE.

            


    

     

    
      	
              10.1  

            	
              At
                all times during the performance of the Agreement,
                Supplier shall maintain insurance coverage pursuant to the following
                parameters: (a) commercial general liability insurance that includes
                coverage for premises and operations liability, products and completed
                operations liability broad form property damage, broad form contractual
                liability, personal injury and independent contractors’ liability with a
                minimum one million dollar combined single limit coverage for each
                occurrence; (b) errors and omissions insurance with a minimum one
                million
                dollar limit for each wrongful act; (c) business automobile liability
                insurance with a minimum one million dollar per occurrence combined
                single
                limit coverage for owned, non-owned and hired automobiles; and (d)
                workers’ compensation insurance with statutory limits and employers
                liability insurance with a one million dollar limit per accident/disease
                policy limit.  All insurance required pursuant to this Section
                10 shall be placed with a carrier possessing a Best’s Rating of “A-” or
                better and shall provide that the coverage thereunder may not be
                reduced
                or canceled during the term of this Agreement.  Supplier shall,
                prior to execution of this Agreement, provide to WellPoint certificates
                of
                insurance indicating the coverage required in this Section 10, naming
                WellPoint as an additional insured (other than for workers’ compensation
                and errors and omissions insurance) and containing a waiver of subrogation
                with respect to WellPoint.  Promptly upon Supplier’s written
                request for same, WellPoint shall cause its insurers or insurance
                brokers
                to issue certificates of insurance evidencing that the coverages
                required
                under this Agreement are maintained and in force.  In addition,
                Supplier will use reasonable efforts to give thirty days notice to
                WellPoint prior to cancellation or non-renewal of any of the policies
                providing such coverage; provided, however that Supplier shall not
                be
                obligated to provide such notice if, concurrently with such cancellation
                or non-renewal, Supplier provides self-insurance coverage as described
                below or obtains coverage from another insurer meeting the requirements
                described above.  Notwithstanding the foregoing, Supplier
                reserves the right to self-insure coverage, in whole or in part,
                in the
                amounts and categories designated above, in lieu of Supplier’s obligations
                to maintain insurance as set forth above, at any time.  Promptly
                upon WellPoint’s written request for same, Supplier shall deliver
                certificates of insurance to confirm what coverage is in
                place.  This section does not replace or otherwise amend, in any
                respect, the limitations on Supplier’s liability as set forth elsewhere in
                this Agreement.  Failure to maintain insurance coverage
                consistent with this Section  shall be deemed a material breach
                of the Agreement by Supplier.

            


    

     

    
      	
              11.  

            	
              REPRESENTATIONS
                AND
                WARRANTIES.

            


    

     

    
      	
              11.1  

            	
              Overview
                of Representations and
                Warranties

            


    

     

    
      	
              11.1.1  

            	
              In
                addition to the representations and warranties set
                forth in any Exhibit, the Parties hereby agree to the following
                representations and warranties.

            


    

     

    
      	
              11.2  

            	
              General
                Warranties

            


    

     

    
      	
              11.2.1  

            	
              Each
                Party has and will have the full legal right
                and corporate power and authority to enter into and perform all of
                its
                obligations under the Agreement and to comply with all terms and
                conditions of the Agreement.  Each Party is not aware of any
                potential impediments to, and has all rights, titles, permissions
                and
                consents necessary to, performance of its respective obligations
                under the
                Agreement.  Neither the execution, delivery of the Agreement,
                performance by a Party of its obligations, nor any rights granted
                hereunder, will conflict with or violate any other license, instrument,
                agreement, or other commitment or arrangement to which a Party is
                bound.  Each Party shall at all times comply with all applicable
                laws and regulations.

            


    

     

    
      	
              11.3  

            	
              Supplier’s
                Representations,  Warranties and
                Covenants

            


    

     

    
      	
              11.3.1  

            	
              Supplier
                hereby represents, warrants and
                covenant:

            


    

     

    (a)           Existence.  Supplier
      is duly organized and existingand is in good standing and is qualified to do
      businessunder the laws of any jurisdiction where the ownership ofassets or
      conduct of its business require it to be so qualified, and Supplier possesses
      any and all licenses and/or governmental approvals required to perform the
      Services and/or to provide the Products contemplated by this Agreement, and
      is
      qualified to perform such Services and/or provide such Products.

    


    (b)           Duly
      Authorized.  Supplier’s execution, deliveryand performance of this
      Agreement has been dulyauthorized by all appropriate corporate action and
      thisAgreement constitutes a valid, binding and enforceable
      obligation.

    


    (c)           No
      Conflict.  Neither the execution, delivery, norperformance of this
      Agreement will conflict with or violateany other agreement, license, contract,
      instrument or other commitment or arrangement to which supplier is a party
      or is
      bound.

    


    (d)           No
      litigation.  There is no litigation and Supplierknows of no
      material threat of litigation that will affect theperformance of its obligations
      hereunder.

    


    (e)           No
      Material Defects.  Any Software to be provided by Supplier
      hereunder shall substantially conform to all written Documentation provided
      by
      Supplier and function properly in all material respects when operated in the
      Supported Environment (as defined in Exhibit LI); the Documentation and other
      materials describing the Software hereunder completely and accurately reflect
      their operation and functionality.  Supplier does not warrant that the
      operation of the Software provided will be uninterrupted or error
      free.

    


    (f)           Noninfringement.
      All Products, and all elementsthereof to be provided by Supplier, if any, unless
      providedby WellPoint, and any Services performed by Supplier, will not violate,
      misappropriate or infringe upon any patent, copyright, trademark, trade secret,
      or other intellectual, contractual, employment, or confidentiality right of
      a
      third party; to the extent Supplier incorporates any open source

    software
      in the Software, it has
      complied with and shall

    remain
      responsible and liable for
      compliance with all terms

    of
      any applicable open source
      software.

    .

    


    (g)           Performance.  To
      the extent Supplier is performing Services, that, at all times during the Term,
      Supplier has and will maintain the experience and skill to perform the Services
      required to be performed by it hereunder and will perform such Services in
      a
      workmanlike, competent, timely, and professional manner:  At a
      minimum, Supplier will maintain staffing levels and continuity of personnel
      consistent with its obligations to perform Services hereunder and in the event
      of a delay or other problem, Supplier will train and staff additional personnel
      as needed.

    


    (h)           Personnel.  Each
      of Supplier’s personnel assigned toperform Services or any other obligations
      under theAgreement shall have the proper skill, training andbackground so as
      to
      be able to perform in a competent and professional manner.

    


    (i)           Supplier’s
      Employees. Supplier shall perform allobligations of an employer with respect
      to all personnelhired by Supplier in connection with any Services
      and/orDeliverables to be provided, if any, including, but not limited to the
      withholding and reporting of contributions, insurance deductions and applicable
      taxes (including payroll and unemployment insurance taxes) required by
      applicable law.

    


    (j)           Continuity
      of Key Personnel.  Key personnel, if sospecified in a Statement of
      Work, shall be assignedpursuant to such Statement of Work and, should any
      suchkey personnel be unable to perform their obligations for any reason, that
      Supplier shall replace such personnel as quickly as possible with personnel
      approved by WellPoint in its sole discretion.

    


    (k)           Rights
      in Deliverables and/or Other Products.  Tothe extent Supplier
      isproviding Deliverables and/or OtherProducts, that Supplier has all rights
      necessary to deliver Deliverables, Products or other items to be provided to
      WellPoint under any Exhibit and/or Statement of Work for WellPoint’s use and
      enjoyment as contemplated herein; and that unless otherwise specified in a
      Statement of Work or attachment thereto, Supplier shall deliver all Deliverables
      and/or other Products to WellPoint free and clear of any liens, claims, charges
      or encumbrances;  and that Supplier has proper title in all
      Deliverables and/or other products for which ownership is to be transferred
      to
      WellPoint.

    


    (l)           No
      Disabling Devices.  All Products and/orServices provided by
      Supplier, if any, do not, and will notwhen delivered or provided, contain any
      computer code (i)designed to disrupt, disable, harm, or otherwise impede in
      any
      manner, including aesthetical disruptions or distortions, the operation thereof,
      or any other associated software, firmware, hardware, computer system or network
      (sometimes referred to as “viruses” or “worms”) (and supplier has taken
      reasonable steps to test for, and has found no such, viruses or worms); (ii)
      that would disable or impair in any way the operation thereof based on the
      elapsing of a period of time, the exceeding of an authorized number of users
      or
      copies, or the advancement to a particular date or other numeral (sometimes
      referred to as “time bombs”, “time locks”, or “drop dead” devices), or (iii)
      that would permit access by Supplier to cause such disablement or impairment
      (sometimes referred to as “traps”, “access codes” or “trap door” devices), or
      any other similar harmful, malicious or hidden procedures, routines or
      mechanisms that would cause the any Product or Service to cease functioning
      or
      to damage or corrupt data, storage media, programs, equipment or communications,
      or otherwise interfere with operations;

    


    (m)           Alpha/Beta
      Site.  Supplier shall not use WellPointas an alpha or beta site
      for any Products or Services to beprovided, if any, without the prior written
      consent ofWellPoint.

    


    (n)           Government
      Programs.  Supplier is not, and shallnot be during the Term, (i)
      excluded from participation inthe Medicare, Medicaid and/or any state health
      care program; (ii) listed on any General Services Administration List of Parties
      Excluded from Federal Procurement and Non-procurement Programs; (iii) sanctioned
      by the United States Department of Health and Human Services, Centers for
      Medicare and Medicaid Services, Office of Inspector General, or any other
      federal agency; and (iv) under a corporate integrity agreement with the United
      States Department of Health and Human Services, Office of Inspector General,
      or
      any other federal agency for any violation judicially determined by a court
      of
      final jurisdiction.

    


    (o)           Criminal
      Convictions.  Supplier has not been, andshall not during the Term
      be, convicted of a criminaloffense related to the delivery of an item or service
      underMedicare, Medicaid and/or under any state heath care program.

    


    (p)           DISCLAIMER
      OF WARRANTIES.  Except as specifically provided in this entire
      Agreement (including any exhibit, attachment, schedule, or Statement of Work),
      Supplier disclaims all warranties, whether express, implied or statutory,
      including all implied warranties of merchantability or fitness for a particular
      purpose.

    


    
      	
              11.4  

            	
              Certain
                Product
                Warranty

            


    

     

    
      	
              11.4.1  

            	
              (i)  Should
                WellPoint be prevented from
                using any Software due to a breach of the  warranty in Section
                11.3(e) (including of the failure relates to a breach of Section
                11.3(l)),
                so long as WellPoint gives Supplier notice of such breach during
                the
                warranty period, Supplier shall, as WellPoint’s sole and exclusive remedy,
                correct any reproducible errors in the Software that cause the breach
                of
                the warranty during the warranty period in accordance with its support
                and
                maintenance policies, or if Supplier is unable to make the Software
                operate as warranted, WellPoint shall be entitled to terminate the
                Software license and recover the License and Maintenance fees paid
                for the
                Software. This warranty is effective for a period of [ * ] days from
                the
                date of delivery of the Software.


            


    

     

    
      	
              11.5  

            	
              Warranty
                for Certain Service
                Failures

            


    

     

    
      	
              11.5.1  

            	
              To
                the extent Services are to be performed by
                Supplier, should Supplier fail to provide Services in accordance
                with the
                warranty in Section 11.3(g), Supplier shall re-perform such Services
                at no
                additional charge to WellPoint; provided that WellPoint gives Supplier
                notice of non-conformance within the warranty
                period.   This warranty is effective for a period of [ * ]
                days from the date of performance of the
                Services.

            


    

     

    
      	
              11.6  

            	
              WellPoint’s
                Representations and
                Warranties

            


    

     

    
      	
              11.6.1  

            	
              WellPoint
                hereby represents and warrants that
                the materials provided to Supplier by WellPoint, and elements thereof,
                shall not violate or infringe upon any presently issued patent, copyright,
                trademark, trade secret or other contractual, employment or
                confidentiality right of a third
                party.

            


    

     

    
      	
              12.  

            	
              INDEMNIFICATION.

            


    

     

    
      	
              12.1  

            	
              Overview

            


    

     

    
      	
              12.1.1  

            	
              The
                Parties agree to provide the indemnities as
                outlined in this Section 12.

            


    

     

    
      	
              12.2  

            	
              Supplier’s
                Indemnities

            


    

     

    
      	
              12.2.1  

            	
              Supplier
                shall indemnify, defend and hold
                harmless WellPoint and its affiliates, successors and assigns (and
                its and
                their officers, directors, employees, sublicensees, customers and
                agents)
                from and against any final awards of damages based upon (i) any claim
                that
                any portion of the Products and/or Services, as applicable, provided
                by
                Supplier to WellPoint pursuant to this Agreement infringes,
                misappropriates or violates any copyright, trademark, patent, trade
                secret, privacy, publicity or other intellectual property or proprietary
                right of any person; (ii) a breach of Supplier’s representations and
                warranties; (iii) an act or omission constituting negligence or willful
                misconduct, committed by Supplier (including its personnel, subcontractors
                or agents), including for personal injury or damage to property;
                (iv) the
                failure by Supplier to comply with applicable governmental laws or
                regulations; (v) a breach of Supplier’s obligations with regard to PHI and
                NPFI as set forth in Section 9.1 if Exhibit BAA is part of this Agreement;
                or (v) a breach of Supplier’s confidentiality obligations as set forth in
                Section 9 or security obligations as set forth in Section
                8.

            


    

     

    
      	
              12.2.2  

            	
              Supplier
                shall have no liability for any claim of infringement based on use
                of a
                superseded or altered release of Software if the infringement would
                have
                been avoided by the use of a current unaltered release of the Software
                which Supplier makes available to WellPoint; because Supplier has
                committed to supporting the current release and certain prior versions
                (as
                described in Exhibit LI) (the “Supported Releases”), a Supported Release
                shall not constitute a superseded release subject to the exception
                set
                forth in this subparagraph unless and until Supplier has made available
                to
                WellPoint a new release that is intended to correct any potential
                infringement and Supplier states explicitly this purpose of the release
                at
                the time it is provided to WellPoint.  Moreover, any
                modification or alteration made at the direction of or with the approval
                of Supplier (or its agents or subcontractors) shall not constitute
                an
                altered release for purposes of the exceptions set forth in this
                subparagraph .  For the sake of clarification, Supplier shall be
                liable for any claim of infringement based on the use of the allegedly
                infringing software for the entire period of time of its use prior
                to the
                time the Supplier makes available to WellPoint a current unaltered
                release.

            


    

     

    
      	
              12.2.3  

            	
              If
                a third party claim results in preventing WellPoint from using the
                Software or if Supplier, in its reasonable opinion, believes that
                the
                Software is likely to be held as infringing, Supplier shall have
                the
                option, at its expense, to (i) modify the Software to be
                non-infringing so long as it shall not impair the functionality or
                performance of the Software, or (ii) obtain for WellPoint, at no
                additional cost to WellPoint, a license to continue using the
                Software.  If it is not commercially reasonable to perform
                either of the above options, then Supplier may terminate the license
                for
                the infringing Software and refund the License Fees paid for the
                applicable Software license.  This Article 12 states Supplier’s
                entire liability and WellPoint’s exclusive remedy for
                infringement.

            


    

     

    
      	
              12.3  

            	
              WellPoint’s
                Indemnities

            


    

     

    
      	
              12.3.1  

            	
              WellPoint
                shall indemnify, defend and hold harmless
                Supplier from and against any final awards of damages based upon
                any (i)
                claim that the Proprietary Information provided by WellPoint to Supplier
                pursuant to this Agreement infringes, misappropriates or violates
                any
                copyright, trademark, patent, trade secret, privacy, publicity or
                other
                intellectual property or proprietary right of any person; (ii) act
                or
                omission constituting negligence or willful misconduct committed
                by
                WellPoint; (iii) breach of WellPoint’s representations and warranties; and
                (iv) breach of WellPoint’s confidentiality obligations as set forth in
                Section 9.

            


    

     

    
      	
              12.4  

            	
              Notice
                and
                Participation

            


    

     

    
      	
              12.4.1  

            	
              The
                indemnified Party shall grant the indemnifying
                Party control of such defense and all negotiations relative to the
                settlement of any such claim and shall provide the indemnifying Party
                with
                the assistance, information and authority necessary to perform the
                indemnifying Party’s obligations under this Section 12; unless the
                indemnified Party can reasonably and in good faith demonstrate that
                the
                indemnifying Party lacks sufficient financial and legal resources
                to
                control such defense.  The indemnified Party may, at its own
                expense, assist in the defense of any indemnifiable claim described
                in
                this Section 12.4 if it so chooses.  Any settlement intended to
                bind the indemnified Party or which may adversely affect the indemnified
                Party shall not be final without such indemnified Party’s prior written
                consent, not to be unreasonably withheld or
                delayed.  Notwithstanding the foregoing, if the claim relates to
                a violation of governmental law or regulation as set forth in Section
                12.2.1 clause (iv) or to a breach of Supplier’s obligations relating to
                PHI and NPFI if Exhibit BAA is part of this Agreement as set forth
                in
                Section 12.2.1 clause (v), and WellPoint determines in its own discretion
                it has a compelling interest in conducting its own  defense,
                then Supplier shall indemnify WellPoint for WellPoint’s reasonable costs
                of defense (including attorneys’ fees) and for any final award of damages,
                assessment of fines, penalties or other regulatory assessment, and/or
                settlement or compromise (and provided WellPoint gives Supplier an
                opportunity to comment on any proposed settlement or
                compromise).  The indemnified Party shall provide the
                indemnifying Party with prompt written notice of any claim that such
                indemnified Party believes falls within the scope of this Section
                12.4.  Each Party shall use reasonable efforts to mitigate any
                potential damages or other adverse consequences arising from or related
                to
                the Services and/or Products. 

            


    

     

    


    
      	
              13.  

            	
              LIMITATION
                OF LIABILITY.

            


    

     

    
      	
              13.1  

            	
              No
                Consequential Damages

            


    

     

    
      	
              13.1.1  

            	
              In
                no event shall either Party be liable to the other
                or to any third party, whether in contract, tort (including negligence),
                warranty or otherwise, for any indirect, incidental, special,
                consequential, exemplary or punitive damages (including, without
                limitation, loss of profits) arising out of or relating to the Agreement,
                even if such Party has been advised of the possibility of such
                damages.

            


    

     

    
      	
              13.2  

            	
              Limit
                on Direct
                Damages

            


    

     

    
      	
              13.2.1  

            	
              In
                no event shall a Party’s aggregate liability
                exceed the amount paid by WellPoint to Supplier in the twelve (12)
                months
                immediately preceding the month in which the event occurred or dispute
                arose giving rise to the claim for damages.  Any amount owed by
                Supplier to WellPoint in the way of Service credits and a failed
                service
                level agreement as set forth in a Statement of Work, if applicable,
                shall
                not count toward any calculation of damages under this
                section.

            


    

     

    
      	
              13.3  

            	
              Exceptions
                to Limitation of
                Liability

            


    

     

    
      	
              13.3.1  

            	
              The
                limitations of liability in Sections 13.1 and 13.2
                shall not apply to (i) a Party’s indemnification obligations under the
                Agreement, (ii) a breach by a Party of Section 8, Section 9 or Section
                11.3.1(l)   of this Agreement or Section 2 of Exhibit LI,
                or (iii) claims relating to willful misconduct, gross negligence,
                personal
                injury or damage to property.

            


    

     

    
      	
              14.  

            	
              SUBCONTRACTORS.

            


    

     

    
      	
              14.1  

            	
              Subcontractors

            


    

     

     

    14.1.1.                      Restrictions.  Supplier
      shall directly render all Services exclusively through its employees and shall
      not use any subcontractors except as may be authorized by WellPoint pursuant
      to
      this Article 14.  Prior to subcontracting any of the Services,
      Supplier shall notify WellPoint of the proposed subcontractor and shall obtain
      WellPoint’s approval of such subcontractor, which approval may be given in
      WellPoint’s sole discretion.  Prior to supplementing the scope of
      services for any previously approved subcontract relating to the Services,
      Supplier shall provide WellPoint with a summary description of the proposed
      supplement and shall obtain WellPoint’s approval thereof.

     

    
      


       

      14.1.2.
        WellPoint Designated Subcontractors.  WellPoint may recommend
        Supplier to contract with one or more specified subcontractors to perform
        services on behalf of WellPoint under the direction and control of
        Supplier.

       

    

     

    14.1.3.No
      Release of Supplier.  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 subcontractors, including compliance with the terms
      of
      this Agreement (and Supplier shall be jointly and severally liable for any
      subcontractor breaches thereof), including with respect to Confidential
      Information and Protected Health Information and Nonpublic Personal Financial
      Information as defined in Article 9 and the exhibits referenced
      therein.  Supplier shall be responsible for all payments to its
      subcontractors.

     

     

    14.1.4.Prompt
      Payment.  Supplier shall promptly pay for all services, materials,
      equipment and labor used by Supplier in providing the Services in accordance
      with this Agreement and Supplier shall keep WellPoint’s premises free of all
      liens and encumbrances from Supplier subcontractors.

     

     

    14.1.5.Removal
      of Subcontractor.  WellPoint may request, by notice, that Supplier
      replace any subcontractor for the reasons stated in such
      notice.  After receipt of such notice, Supplier shall have five days
      in which to investigate the matters stated and discuss its findings with
      WellPoint.  In the event that, following that five-day period,
      WellPoint still requests replacement of the Supplier subcontractor, Supplier
      shall, subject to the other provisions of this Agreement, cease using such
      Supplier subcontractor to provide the Services.  For the avoidance of
      doubt, WellPoint will not have the right under this Section 14.1.5 to require
      Supplier, or any subcontractor, to terminate any individual’s
      employment.  In the event that, in its reasonable discretion,
      WellPoint believes that any Supplier subcontractor (or individual retained
      by
      such Supplier subcontractor) is a threat to the health, safety or security
      of
      any of WellPoint’s, a WellPoint affiliate’s or a third-party’s personnel, data
      or property, or is disruptive to WellPoint’s or a WellPoint affiliate’s
      provision of health care services, or threatens to be, or is in breach of the
      terms of this Agreement or any WellPoint policy or procedure which was
      previously provided to Supplier, then WellPoint shall have the right to remove
      that Supplier subcontractor from the provision of the Services and, without
      limiting the foregoing, WellPoint shall have the right to restrict such Supplier
      subcontractor’s access to WellPoint’s or any WellPoint affiliate’s facilities
      and systems at its sole discretion.

    


    14.1.6.Assignments.  Supplier
      shall not use any subcontractor, without first assigning all right, title and
      interest in any services performed by the subcontractors to Supplier, and
      obtaining such agreements from the subcontractors, evidenced by written
      contract, as are necessary for such assignment.

    


    14.1.7.Subcontractor
      Compliance.  Supplier shall be responsible for each
      subcontractor’s compliance with the terms of the Agreement as well as for the
      subcontractor’s performance of any Services.  Regardless of any
      subcontract, Supplier shall remain WellPoint’s sole point of contact under the
      Agreement.

    


     

    
      	
              14.2  

            	
              Diversity
                Business
                Enterprises

            


    

     

    
      	
              14.2.1  

            	
              WellPoint
                supports the use of diverse suppliers
                and therefore asks its Suppliers who subcontract any of its obligations
                to
                a third party, to make reasonable best attempts to provide a certain
                percentage of the opportunities subcontracted to diversity business
                enterprises minority, women or veteran owned business enterprises
                (“DBE”).  If Supplier engages DBE subcontractors, Supplier shall
                provide information to WellPoint on the amount of Supplier’s expenditures
                on Subcontractors who are DBEs.  Such information shall be
                provided to WellPoint’s Sourcing and Supplier Performance Management Group
                at the address set forth in Section 4.3 herein and shall be subject
                to
                reasonable verification at WellPoint’s
                request.

            


    

     

    
      	
              15.  

            	
              MISCELLANEOUS.

            


    

     

    
      	
              15.1  

            	
              Assignment

            


    

     

    
      	
              15.1.1  

            	
              Neither
                party may not assign its rights or
                obligations under the Agreement to any third Party without the prior
                written consent of the other party; except that either party may
                assign
                this Agreement to any Affiliate or in the case of a merger or acquisition
                of all or substantially all of its assets.  The Agreement shall
                be binding upon and inure to the benefit of the Parties and their
                respective successors and permitted
                assigns.

            


    

     

    
      	
              15.2  

            	
              Equal
                Opportunity
                Employer

            


    

     

    
      	
              15.2.1  

            	
              Supplier
                shall not discriminate in employment on the
                basis of age, national origin, race, religion, sex or any other basis
                prohibited by law.  Supplier represents and warrants that it
                will at all times comply with applicable laws, including Section
                3012 of
                the Vietnam Era Veteran Readjustment Assistance Act of 1974 and Section
                60-250.4 of Title 41 of the Code of Federal Regulations relating
                to
                employment and advancement in employment of qualified handicapped
                individuals, disabled veterans and veterans of the Vietnam
                era.  Supplier agrees that all implementing rules and
                regulations of the Secretary of Labor, and all contract clauses and
                requirements which are applicable and set forth therein are incorporated
                herein by this reference.

            


    

     

    
      	
              15.3  

            	
              Non-Discrimination
                and Nonharrassment
                Policies

            


    

     

    
      	
              15.3.1  

            	
              To
                the extent Supplier assigns personnel to work
                onsite at any WellPoint location for more than an incidental duration,
                Supplier shall be responsible for distributing to each of such personnel
                a
                copy of WellPoint’s nonharrassment and nondiscrimination policies, copies
                of which shall be attached to the applicable Statement of Work relating
                to
                the Services to be performed by such personnel.  Supplier shall
                maintain a log or similar written record containing signed acknowledgment
                receipt by each of its Personnel of such
                policies.

            


    

     

    
      	
              15.4  

            	
              No
                Employee Benefits or Participation in
                Benefits Plans.

            


    

     

    
      	
              15.4.1  

            	
              To
                the extent Supplier provides Services to
                WellPoint using Supplier personnel (including subcontractors), no
                such
                Supplier personnel shall be entitled to receive any WellPoint employment
                benefits or otherwise participate in any WellPoint employee benefit
                plans
                and WellPoint shall not exercise any supervisory, disciplinary or
                similar
                control over Supplier’s
                personnel.

            


    

     

    
      	
              15.5  

            	
              Compliance
                with WellPoint Policies and
                Procedures in Performance of
                Services

            


    

     

    
      	
              15.5.1  

            	
              Supplier
                shall ensure that any Supplier
                personnel (including subcontractors), while assigned to provide services
                or otherwise visiting or accessing any WellPoint’s facilities,
                shall:  (i) comply with WellPoint’s then-current environmental,
                health, safety, and security policies and procedures and other rules
                and
                regulations applicable to WellPoint personnel at those facilities,
                (ii)
                comply with all reasonable requests of WellPoint, pertaining to personal
                and professional conduct, and (iii) otherwise conduct themselves
                in a
                professional and businesslike manner.  Upon WellPoint’s request,
                based on a reasonable belief that Supplier has breached this obligation,
                Supplier shall immediately remove any such Supplier personnel from
                WellPoint’s account and facilities and prevent such Supplier personnel
                from providing further services to
                WellPoint.

            


    

     

    
      	
              15.6  

            	
              No
                Publicity

            


    

     

    
      	
              15.6.1  

            	
              Supplier
                shall not, without the prior written consent
                of WellPoint in each instance, publicly refer to the existence or
                subject
                matter of the Agreement, publicly state that WellPoint, Anthem, or
                any
                WellPoint affiliate or division is a customer or potential or former
                customer of Supplier, or use the name or any trade name, trademark,
                or
                service mark of WellPoint, Anthem, or any WellPoint affiliate or
                division
                in any press release, advertising or promotional materials, or other
                communication disclosed to third Parties (except for any regulatory
                or
                governmental filings (required of Supplier by law) or represent that
                any
                product or service has been endorsed or approved by
                WellPoint.  If WellPoint permits Supplier to issue a
                communication relating to WellPoint in any way, Supplier shall submit
                to
                WellPoint for approval, and obtain WellPoint's written approval of,
                all
                advertising or other materials prepared under this Agreement, prior
                to the
                publication, broadcast or dissemination thereof.  Supplier
                acknowledges WellPoint is subject to certain branding rules promulgated
                by
                the Blue Cross and Blue Shield Association and Supplier agrees to
                adhere
                to any WellPoint directive relating to a communication consistent
                with
                such rules.

            


    

     

    
      	
              15.7  

            	
              Governing
                Law

            


    

     

    
      	
              15.7.1  

            	
              The
                Agreement shall be governed by and construed
                in accordance with the laws of the State of Indiana, without giving
                effect
                to its conflict of laws
                principles.

            


    

     

    
      	
              15.8  

            	
              Notices

            


    

     

    
      	
              15.8.1  

            	
              All
                notices, requests, claims, demands, and other
                communications (each a “Notice”) under the Agreement shall be in writing
                and shall be given or made by delivery in person, by courier service,
                or
                by certified mail (postage prepaid, return receipt requested) to
                the
                respective Party at the following address set forth below or at such
                other
                address as such Party may hereafter notify the other Party in accordance
                with this Section.  Each such Notice will be effective as
                follows (each a “Receipt”):  (a) as of the day transmitted by
                facsimile if receipt has been electronically confirmed; (b) as of
                the date
                emailed so long as a duplicate copy is simultaneously provided by
                First
                Class mail; (c) as of the day actually delivered if sent by a recognized
                commercial express delivery service that uses delivery tracking
                technology; (d) four (4) business days after the date actually deposited
                with the U.S. mail if sent postage-paid First Class; and (e) as of
                the
                date actually delivered if delivered by personal courier to the office
                location of the recipient during normal business
                hours.

            


    

     

                                    For
      WellPoint:

    WellPoint,
      Inc.

    120
      Monument Circle

    Indianapolis,
      IN 46204

    Attention:
      General
      Counsel

    Facsimile
      Number:

    


    With
      a mandatory copy
      to:

    WellPoint,
      Inc.

    1
      WellPoint Way

    Thousand
      Oaks, CA 91362

    Attention:
      Vice President, Strategic
      Sourcing

    Facsimile
      Number:

    


    For
      Supplier:

    


    Chordiant
      Software, Inc.

    20400
      Stevens Creek Blvd.

    Cupertino,
      CA 95014

    Attn.:
      General Counsel

    Facsimile
      Number: (408)
      517-4989

    


    


    
      	
              15.9  

            	
              Modification,
                Waiver

            


    

     

    
      	
              15.9.1  

            	
              No
                modification to the Agreement shall be valid unless
                in writing and signed by each Party.  The waiver by either Party
                of a breach by the other Party of any provision set forth herein
                or in any
                Exhibit or this Master Agreement or of any right contained herein
                or in
                any Exhibit or this Master Agreement shall not operate as or be construed
                as a modification, continuing waiver or a waiver of any subsequent
                breach
                or right granted herein.  Nothing on any invoice, purchase order
                acknowledgment, shrink wrap license or any other “boilerplate” or standard
                terms issued by Supplier  at any time during the Term shall
                contradict, vary or amend the terms of this Agreement and any contrary
                or
                differing term shall have no force and
                effect.

            


    

     

    
      	
              15.10  

            	
              Gratuities
                or
                Kickbacks

            


    

     

    
      	
              15.10.1  

            	
              WellPoint
                may, by written notice to Supplier,
                terminate the Agreement, any Exhibit or Statement of Work, and some
                or all
                rights of Supplier hereunder, if WellPoint has a reasonable cause
                to
                believe that gratuities (in the form of entertainment, gifts or otherwise
                that were of inappropriate value and/or not in accordance with WellPoint’s
                Standards of Business Conduct in excess of that which is reasonable
                and
                customary in WellPoint’s industry, or which would not be considered in
                good taste if publicly scrutinized) were offered or given by Supplier,
                or
                any employee, subcontractor, agent or representative of Supplier,
                to an
                officer or employee of WellPoint in a position to secure or influence
                the
                awarding or amendment of the entire Agreement or, of any Exhibit
                or
                Statement of Work or any determination with respect to Supplier’s
                performance hereunder, or any decision or action favorable to
                Supplier.

            


    

     

    
      	
              15.11  

            	
              Force
                Majeure

            


    

     

    
      	
              15.11.1  

            	
                In
                the event that a Party is prevented
                from performing, or is unable to perform, any of its obligations
                under
                this Agreement due to any cause beyond the reasonable control of
                the Party
                invoking this provision (a “Force Majeure Event”), and if such Party shall
                have used reasonable efforts to avoid such occurrence and minimize
                its
                duration and has given prompt written notice to the other Party,
                then the
                affected Party’s failure to perform shall be excused and the time for
                performance shall be extended for the period of delay or inability
                to
                perform due to such occurrence, unless such delay materially and
                adversely
                affects the other Party, in which case the other Party may, in its
                reasonable discretion, choose to terminate this Agreement or any
                Exhibit
                or Statement of Work without penalty; provided that if WellPoint
                terminates this Agreement or any Exhibit or Statement of Work due
                to
                Supplier’s inability to perform Support and Maintenance Services it shall
                be entitled to a refund of a pro-rata portion of the Support and
                Maintenance fees for any unused Support and Maintenance Services,
                pro
                rated on a monthly basis.  For the sake of clarification, under
                no circumstances will there be any refund of License or Services
                Fees
                except as otherwise provided in this
                Agreement.

            


    

     

    
      	
              15.12  

            	
              Severability

            


    

     

    
      	
              15.12.1  

            	
              If
                any provision of the Agreement is held to be
                invalid, illegal orunenforceable in any respect under applicable
                law, such
                provisionshall be excluded from the Agreement and the balance of
                theAgreement shall be interpreted as if such provision were so excluded
                and shall be enforceable in accordance with its
                terms.

            


    

     

    
      	
              15.13  

            	
              Relationship
                of
                Parties

            


    

     

    
      	
              15.13.1  

            	
              The
                relationship between the Parties is that of
                independent contractors.  Neither Party is an agent, partner or
                employee of the other Party and neither Party has any right or any
                other
                authority to enter into any contract or undertaking in the name of
                or for
                the account of the other Party or to assume or create any obligation
                of
                any kind, express or implied, on behalf of the other Party, nor will
                the
                act or omissions of either create any liability for the other
                Party.  The Agreement shall in no way constitute or give rise to
                a partnership or joint venture between the
                Parties.

            


    

     

    
      	
              15.14  

            	
              Titles
                and
                Subtitles

            


    

     

    
      	
              15.14.1  

            	
              The
                titles and subtitles used in the Agreement are
                used forconvenience only and are not to be considered in construing
                orinterpreting the Agreement.

            


    

     

    
      	
              15.15  

            	
              Counterparts

            


    

     

    
      	
              15.15.1  

            	
              The
                Agreement or any Exhibit or Statement of Work
                may be executed in two or more counterparts, each of which shall
                be deemed
                an original, but all of which, when taken together, shall constitute
                one
                and the same instrument.  Electronically delivered signature
                pages to this Agreement and any Exhibit or Statement of Work will
                be fully
                binding and enforceable without the need for delivery of the original
                signature page.

            


    

     

    
      	
              15.16  

            	
              Deficit
                Reduction Act Notification to
                Supplier

            


    

     

    
      	
              15.16.1  

            	
              Section
                6032 of the Deficit Reduction Act of 2005
                (“DRA”) andstate laws enacted pursuant to the DRA require certain entities
                to establish policies and procedures to help the entity, and its
                contractors and agents detect and prevent fraud, waste and abuse
                relating
                to services provided for certain government funded programs, including
                Medicaid.  The DRA and state laws also require certain entities
                to make their suppliers aware of the provisions of the False Claims
                Act
                and similar state statutes prohibit anyone from knowingly submitting
                or
                causing another person or entity to submit false claims for payment
                of
                government funds; and any person in violation is potentially liable
                for
                three times the damages, or loss, to the government plus substantial
                civil
                penalties (currently $5,500 to $11,000).    In
                addition, the False Statements Act prohibits anyone from making false
                statements or withholding material information in connection with
                the
                delivery of services to, or payments from the
                government.  Violations of these acts can also result in
                criminal convictions and up to 5 years in prison.  As part of
                our policies designed to prevent fraud, waste and abuse WellPoint
                does not
                retaliate against its associates who may report violations (or suspected
                violations) of state or federal False Claims Acts.  Supplier
                agrees to adopt a similar non-retaliation policy for its employees
                and
                other personnel.

            


    

     

    
      	
              15.17  

            	
              Access
                by WellPoint Third
                Parties

            


    

     

    
      	
              15.17.1  

            	
              WellPoint
                from time to time engages outsourcers,
                subcontractors and other third parties (“Third Party Servicers”) to
                perform administrative, maintenance, and other business and operational
                functions relating to WellPoint’s business for WellPoint, and nothing in
                the Agreement shall restrict access by such persons to the Services
                and/or
                Products, as applicable, as reasonably required for such Third Party
                Services to perform functions for and on behalf of WellPoint; and
                provided
                that such Third Party Servicers shall use or access the Products
                and/or
                Services solely for WellPoint’s benefit and shall have agreed to
                confidentiality provisions no less restrictive than those contained
                in
                this Agreement, and WellPoint shall remain responsible for such Third
                Party Servicer’s use or access to the Products and/or Services in
                accordance with the terms of this
                Agreement.

            


    

     

    
      	
              15.18  

            	
              Transferred
                Entity

            


    

     

    
      	
              15.18.1  

            	
              If
                any time during the Term WellPoint sells
                or otherwise transfers ownership of a business unit on Affiliate
                (a
                “Transferred Entity”) using any Services or Products, at WellPoint’s
                option the Transferred Entity may continue to use such Products and/or
                Services for a period not to exceed six (6) months, under the terms
                and
                conditions of this Agreement, provided such Transferred Entity signs
                an
                agreement with Supplier agreeing to be bound by the terms and conditions
                of this Agreement.   Supplier shall cooperate with
                WellPoint, the Transferred Entity and any new supplier in a transition
                to
                a new supplier’s products and/or services if the Parties mutually agreed
                to the terms of such transition assistance in a duly executed Statement
                of
                Work.

            


    

     

    
      	
              15.19  

            	
              Waiver
                of Jury
                Trial

            


    

     

    
      	
              15.19.1  

            	
              Each
                of the parties hereby unconditionally waives
                any right to a jury trial with respect to and in any action, proceeding,
                claim, counterclaim, demand, dispute or other matter whatsoever arising
                out of this agreement.

            


    

     

    
      	
              15.20  

            	
              Covenant
                Not to Trade on Insider
                Knowledge

            


    

     

    
      	
              15.20.1  

            	
              Each
                party acknowledges that the other Party is a
                publicly traded corporation.  Each Party agrees that it will not
                purchase or sell any stock of the other Party based on Confidential
                Information.  Each Party further agrees that, if it discloses
                Confidential Information to any other person or entity in accordance
                with
                this Agreement, it will advise that other person or entity of the
                duty not
                to trade based on Confidential
                Information.

            


    

     

    
      	
              15.21  

            	
              Entire
                Agreement

            


    

     

    
      	
              15.21.1  

            	
              This
                Master Agreement and each Exhibit and
                Statement of Work, including any Statement of Work issued under an
                Exhibit, together set forth the entire agreement of the Parties with
                respect to the subject matter of such Agreement, and supersede any
                and all
                prior proposals, agreements, understandings, and contemporaneous
                discussions, whether oral or written, between the Parties with respect
                to
                the subject matter of such
                Agreement.

            


    

     

    


    


    B.                 EXHIBITS

     

    
      	
              1.  

            	
              Overview
                of Exhibits

            


    

     

    
      	
              1.1  

            	
              Each
                of the following documents are Exhibits and, if
                attached to this Master Agreement, are made a part of this Master
                Agreement:

            


    

     

    
      	
              (1)  

            	
              Exhibit
                BAA (Business Associate
                Addendum)

            


    

     

    
      	
              (2)  

            	
                         Exhibit
                ET (E-Trading Partner Provisions)

            


    

     

    
      	
              (3)  

            	
              Exhibit
                MCG (Medicare Compliance
                General)

            


    

     

    
      	
              (4)  

            	
                         Exhibit
                MCS (Medicare Compliance Specialty)

            


    

     

    
      	
              (5)  

            	
              Exhibit
                EX (Supplier Reimbursable
                Expense Guidelines)

            


    

     

    
      	
              (6)  

            	
                         Exhibit
                PS (Professional Services)

            


    

     

    
      	
              (7)  

            	
              Exhibit
                LI (Software License
                Terms)

            


    

     

    
      	
              (8)  

            	
              Exhibit
                LI Order (Software
                License Order)

            


    

     

    
      	
              (9)  

            	
              Exhibit
                ES (Escrow
                Agreement)

            


    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Master Agreement and agree
      to be bound by its provisions as of the Effective Date.

    


    Chordiant
      Software,
      Inc.                                                                           WellPoint,
      Inc.

    
      	
              SUPPLIER

            	
              COMPANY

            


    

    By:           /s/
      Peter
      Norman                                                                      
By:           /s/
      William S. Cook

                
     William
      S.
      Cook

    Its:           Chief
      Financial
      Officer                                                                Its:           Vice
      President

                  
  Sourcing
&
      Supplier Performance

    Date:                      June
      15,
      2007                                                              Date:       June
      28, 2007

    


     

    /s/
      Steven R. Springsteel

    Steven
      R.
      Springsteel                                               June
      15, 2007

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      BAA

    BUSINESS
      ASSOCIATE ADDENDUM

    


    This
      agreement (“Agreement”) is effective on June 15, 2007, and is between Chordiant
      Software, Inc. (“Business Associate”) and  WellPoint, Inc on behalf of
      itself and its affiliates who are Covered Entities or Business Associates and
      who have a business relationship with Business Associate, if any (hereinafter
      collectively “Company”).  The purpose of this Agreement is to comply
      with the requirements of the Health Insurance Portability and Accountability
      Act
      of 1996 and its implementing regulations (45 C.F.R. Parts 160-64), any
      applicable state privacy laws, any applicable state security laws, Title V
      of
      the Gramm-Leach-Bliley Act (15 U.S.C. §6801 et seq.) and any applicable
      implementing regulations issued by the Insurance Commissioner or other
      regulatory authority having jurisdiction.  All capitalized terms in
      this Agreement that are not defined in this Agreement will have the meaning
      ascribed to those terms by 45 C.F.R. Parts 160-164, the Gramm-Leach-Bliley
      Act
      (GLBA) or applicable Insurance Commissioner regulations implementing GLBA that
      are applicable to Company’s relationship with Business Associate.

    


    
      	
              1.  

            	
              Privacy
                of Protected Health Information and
                Nonpublic Personal Financial
                Information.

            


    

     

    
      	
              1.1  

            	
              Permitted
                and Required Uses and
                Disclosures

            


    

     

    
      	
              1.1.1  

            	
              Business
                Associate is   permitted
                or required to Use or disclose  Protected Health Information
                (“PHI”) and Nonpublic Personal Financial Information (“NPFI”) it requests,
                creates or receives for or from Company (or another business associate
                of
                Company) only as outlined in this Section
                1.

            


    

     

    
      	
              1.2  

            	
              Functions
                and Activities on Company’s
                Behalf

            


    

     

    
      	
              1.2.1  

            	
              Business
                Associate is permitted to request, Use
                and disclose PHI and NPFI it creates or receives for or from Company
                (or
                another business associate of Company) only as described in this
                Agreement, or other agreements during their term that may exist between
                Company and Business Associate.

            


    

     

    
      	
              1.3  

            	
              Business
                Associate’s
                Operations

            


    

     

    
      	
              1.3.1  

            	
              Business
                Associate may Use PHI or NPFI it
                creates or receives for or from Company as necessary for Business
                Associate’s proper management and administration or to carry out Business
                Associate’s legal responsibilities. Business Associate may disclose such
                PHI (but not NPFI) as necessary for Business Associate’s proper management
                and administration or to carry out Business Associate’s legal
                responsibilities only if (a) The Disclosure is Required by Law; or
                (b)
                Business Associate obtains reasonable assurance evidenced by written
                contract, from any person or organization to which Business Associate
                will
                disclose such PHI that the person or organization will (i) Hold such
                PHI
                in confidence and Use or further disclose it only for the purpose
                for
                which Business Associate disclosed it to the person or organization
                or as
                Required by Law; and (ii) Notify Business Associate (who will in
                turn
                promptly notify Company) of any instance of which the person or
                organization becomes aware in which the confidentiality of such PHI
                was
                breached.

            


    

     

    
      	
              1.4  

            	
              Data
                Aggregation
                Services

            


    

     

    
      	
              1.4.1  

            	
              If
                specifically directed by the Company, and
                agreed to by the Business Associate, the Business Associate will
                provide
                Data Aggregation services relating to the Health Care Operations
                of the
                Company.

            


    

     

    
      	
              1.5  

            	
              Minimum
                Necessary
                Information

            


    

     

    
      	
              1.5.1  

            	
              In
                any instance when Business Associate Uses,
                requests or discloses PHI under this Agreement or in accordance with
                other
                agreements that exist between Company and Business Associate, Business
                Associate may Use or disclose only the minimum amount of PHI necessary
                to
                accomplish the intended purpose, except that Business Associate will
                not
                be obligated to comply with this minimum necessary limitation with
                respect
                to:

            


    

     

    
      	
              1.5.0.1  

            	
              Disclosure
                to or request by a Health Care Provider for
                Treatment;

            


    

     

    
      	
              1.5.0.2  

            	
              Use
                for or Disclosure to an Individual who is the subject of Company’s PHI, or
                that Individual’s Personal
                Representative;

            


    

     

    
      	
              1.5.0.3  

            	
              Use
                or Disclosure made pursuant to an authorization compliant with 45
                C.F.R.
                §164.508 that is signed by an Individual who is the subject of Company’s
                PHI to be used or disclosed, or by that Individual’s Personal
                Representative;

            


    

     

    
      	
              1.5.0.4  

            	
              Disclosure
                to the United States Department of Health and Human Services (“HHS”) in
                accordance with Section C(5) of this
                Agreement;

            


    

     

    
      	
              1.5.0.5  

            	
              Use
                or Disclosure that is Required by Law;
                or

            


    

     

    
      	
              1.5.0.6  

            	
              Any
                other Use or Disclosure that is excepted from the Minimum Necessary
                limitation as specified in 45 C.F.R.
                §164.502(b)(2).

            


    

     

    
      	
              1.6  

            	
              Use
                by
                Workforce

            


    

     

    
      	
              1.6.1  

            	
              Business
                Associate shall advise members of its
                workforce of their obligations to protect and safeguard PHI and NPFI.
                Business Associate shall take appropriate disciplinary action against
                any
                member of its workforce who uses or discloses PHI or NPFI in contravention
                of this Agreement.

            


    

     

    
      	
              2.  

            	
              Prohibitions
                on Unauthorized Requests,
                Use or Disclosure

            


    

     

    
      	
              2.1  

            	
              Business
                Associate will neither Use nor
                disclose Company’s PHI or NPFI it creates or receives from Company or from
                another Business Associate of Company, except as permitted or required
                by
                this Agreement or as Required by Law or as otherwise permitted in
                writing
                by Company.  This Agreement does not authorize Business
                Associate to request, Use, disclose, maintain or transmit PHI in
                a manner
                that will violate 45 C.F.R. Parts
                160-164.

            


    

     

    
      	
              2.2  

            	
              Business
                Associate will not develop any list, description or other grouping
                of
                Individuals using NPFI received from or on behalf of Company, except
                as
                permitted by this Agreement or in writing by Company.  Business
                Associate will not request, Use or disclose any list, description
                or other
                grouping of Individuals that is derived using such NPFI, except as
                permitted by this Agreement or in writing by
                Company.

            


    

     

    
      	
              3.  

            	
              Subcontractors
                and
                Agents

            


    

     

    
      	
              3.1  

            	
              Business
                Associate will require any of its subcontractors and agents to provide
                reasonable assurance, evidenced by written contract, that subcontractor
                or
                agent will comply with the same privacy and security obligations
                as
                Business Associate with respect to such PHI and
                NPFI.

            


    

     

    
      	
              4.  

            	
              Information
                Safeguards

            


    

     

    
      	
              4.1  

            	
              Business
                Associate will develop, implement,
                maintain and use appropriate administrative, technical and physical
                safeguards, in compliance with Social Security Act § 1173(d) (42 U.S.C. §
                1320d-2(d)), 45 C.F.R. Part 164.530(c) and any other implementing
                regulations issued by the U.S. Department of Health and Human Services,
                to
                preserve the Integrity and Confidentiality of and to prevent non-permitted
                or prohibited Use or Disclosure of PHI created or received for or
                from
                Company.  Business Associate will document and keep these
                safeguards current.

            


    

     

    
      	
              4.2  

            	
              No
                later than the mandatory compliance date set forth in 45 Code of
                Federal
                Regulation §164.318, Business Associate will also develop and use
                appropriate administrative, physical and technical safeguards to
                preserve
                the Availability of electronic PHI, in addition to preserving the
                confidentiality and integrity of such PHI.   The
                “appropriate safeguards” Business Associate  uses in furtherance
                of 45 Code of Federal Regulation §164.530(c), will also meet the
                requirements contemplated by 45 Code of Federal Regulation Parts
                160, 162
                and 164, as amended from time to time.  In addition to reporting
                to Company any Use or Disclosure of PHI not permitted by the Agreement,
                Business Associate will also promptly report any Security Incidents
                of
                which Business Associate is aware, as detailed in Section D 1 of
                this
                Agreement.

            


    

     

    
      	
              4.3  

            	
              The
                safeguards must also comply with requirements of insurance regulations
                implementing the Gramm-Leach-Bliley Act applicable to Company’s
                relationship with Business Associate with respect to Company’s
                NPFI.

            


    

     

    
      	
              4.4  

            	
              Business
                Associate shall provide Company with such information concerning
                such
                safeguards as Company may from time to time request, and shall, upon
                reasonable request, give Company access to Business Associate’s facilities
                used for the maintenance or processing of PHI, for inspection and
                copying,
                and to its books, records, practices, policies and procedures concerning
                the Use and Disclosure of PHI, for the purpose of determining Business
                Associate’s compliance with this
                Agreement.

            


    

     

    
      	
              5.  

            	
              Security
                Policies

            


    

     

    
      	
              5.1  

            	
              Overview.

            


    

     

    
      	
              5.1.1  

            	
              Business
                Associate shall maintain security
                policies that comply with all applicable laws and
                regulations.  Company has the right to request a copy of
                Business Associate’s security
                policy.

            


    

     

    
      	
              5.2  

            	
              Compliance
                with Standard
                Transactions

            


    

     

    
      	
              5.2.1  

            	
              Overview
                of compliance with Standard
                Transactions

            


    

     

    
      	
              5.2.1.1  

            	
              If
                Business Associate conducts in whole or part Standard Transactions
                on or
                after October 16, 2003, for or on behalf of Company, Business Associate
                will comply, and will require any subcontractor or agent involved
                with the
                conduct of such Standard Transactions to comply, with each applicable
                requirement of 45 C.F.R. Part 162 for which HHS has established Standards.
                Business Associate will comply by a mutually agreed date, but no
                later
                than the date for compliance with all applicable final regulations,
                and
                will require any subcontractor or agent involved with the conduct
                of such
                Standard Transactions, to comply, with each applicable requirement
                of the
                Transaction Rule 45 C.F. R. Part 162.  Business Associate agrees
                to demonstrate compliance with the Transactions by allowing Company
                to
                test the Transactions and content requirements upon a mutually agreeable
                date.  Business Associate will not enter into, or permit its
                subcontractors or agents to enter into, any trading partner agreement
                in
                connection with the conduct of Standard Transactions for or on behalf
                of
                Company that (i) changes the definition, data condition or use of
                a data
                element or segment in a Standard Transaction; (ii) adds any data
                elements
                or segments to the maximum defined data set;  (iii)Uses any code
                or data element that is marked “not used” in the Standard Transaction’s
                Implementation Specification or is not in the Standard Transaction’s
                Implementation Specification; or (iv) changes the meaning or intent
                of the
                Standard Transaction’s Implementation
                Specification.

            


    

     

    
      	
              5.2.2  

            	
              Concurrence
                for Test Modification to
                Standard
                Transactions

            


    

     

    
      	
              5.2.2.1  

            	
              Business
                Associate agrees and understands
                that there exists the possibility that Company or others may request
                from
                HHS an exception from the uses of a Standard in the HHS Transaction
                Standards.  If this request is granted by HHS, Business
                Associate agrees that it will participate in such test modification.
                [45
                C.F.R. 162.940(a)(4)].

            


    

     

    
      	
              5.2.3  

            	
              Incorporation
                of Modifications to Standard
                Transactions

            


    

     

    
      	
              5.2.3.1  

            	
              Business
                Associate Agrees and understands that from
                time-to-time, HHS may modify and set compliance dates for the Transaction
                Standards.  Business Associate agrees to incorporate by
                reference into this Agreement any such modifications or changes.
                [45
                C.F.R. 162.104].

            


    

     

    
      	
              5.2.4  

            	
              Code
                Set Retention (Only for Plans) Guidelines
                and Requirements.

            


    

     

    
      	
              5.2.4.1  

            	
              Both
                parties understand and agree tokeep open code
                sets being processed or used in the Agreement for at least the current
                billing period or any appeal period, whichever is longer.  [45
                C.F.R. 162.925(c)(2)].

            


    

     

    
      	
              5.2.4.2  

            	
              Business
                Associate further agrees to comply with any guidelines or requirements
                adopted by Company consistent with the requirements of HIPAA and
                any
                regulations promulgated thereunder, governing the exchange of information
                between Business Associate and the
                Company.

            


    

     

    
      	
              6.  

            	
              PHI
                Access, Amendment and Disclosure
                Accounting

            


    

     

    
      	
              6.1  

            	
              Access

            


    

     

    
      	
              6.1.1  

            	
              Business
                Associate will promptly upon Company’s request make available to Company
                or, at Company’s direction, to the Individual (or the Individual’s
                Personal Representative) for inspection and obtaining copies any
                PHI about
                the Individual which Business Associate created or received for or
                from
                Company and that is in Business Associate’s custody or control, so that
                Company may meet its access obligations pursuant to and required
                by
                applicable law, including but not limited to 45 C.F.R.
                164.524.

            


    

     

    
      	
              6.2  

            	
              Amendment

            


    

     

    
      	
              6.2.1  

            	
              Business
                Associate will, upon receipt of notice
                from Company, promptly amend or permit Company access to amend any
                portion
                of the PHI which Business Associate created or received for or from
                Company, pursuant to and required by applicable law, including but
                not
                limited to 45 C.F.R. Part 164.526. Business Associate will not respond
                directly to an Individual’s request for an amendment of their PHI held in
                the Business Associate’s Designated Record Set.  Business
                Associate will refer the Individual to Company so that Company can
                coordinate and prepare a timely response to the
                Individual.

            


    

     

    
      	
              6.3  

            	
              Disclosure
                Accounting

            


    

     

    
      	
              6.3.1  

            	
              Overview
                of Disclosure
                Accounting

            


    

     

    
      	
              6.3.1.1  

            	
              The
                Company may meet its Disclosure accounting
                obligations, as outlined in this Section 6.3, pursuant to and required
                by
                applicable law, including but not limited to 45 C.F.R. Part
                164.528.

            


    

     

    
      	
              6.3.2  

            	
              Disclosure
                Tracking

            


    

     

    
      	
              6.3.2.1  

            	
              Business
                Associate will promptly, but no later than
                within seven (7) days of the Disclosure, report to Company for each
                Disclosure, not excepted from Disclosure accounting under Section
                C.3(b)
                below, that Business Associate makes to Company or a third party
                of PHI
                that Business Associate creates or receives for or from Company,
                (i) the
                Disclosure date, (ii) the name and (if known) address of the person
                or
                entity to whom Business Associate made the Disclosure, (iii) a brief
                description of the PHI disclosed, and (iv) a brief statement of the
                purpose of the Disclosure (items i-iv, collectively, the “disclosure
                information”).  For repetitive Disclosures Business Associate
                makes to the same person or entity (including Company) for a single
                purpose, Business Associate may provide (a) the disclosure information
                for
                the first of these repetitive Disclosures, (b) the frequency, periodicity
                or number of these repetitive Disclosures and (c) the date of the
                last of
                these repetitive Disclosures.

            


    

     

    
      	
              6.3.3  

            	
              Exceptions
                from Disclosure
                Tracking

            


    

     

    
      	
              6.3.3.1  

            	
              Business
                Associate need not report Disclosure of information or otherwise
                account
                for Disclosures of PHI that this Agreement or Company in writing
                permits
                or requires (i) for the purpose of Company’s Treatment activities, Payment
                activities, or Health Care Operations; (ii) to the Individual who
                is the
                subject of the PHI disclosed, to that Individual’s Personal Representative
                or to another person or entity authorized by the
                Individual;  (iii) to persons involved in that individual’s
                Health Care or Payment for Health Care; (iv) for notification for
                disaster
                relief purposes; (v) for national security or intelligence purposes;
                (vi)
                to Law Enforcement Officials or Correctional Institutions regarding
                Inmates; or (vii) disclosed in a limited data set. Business Associate
                need
                not report any Disclosure of PHI that was made before April 14,
                2003.

            


    

     

    
      	
              6.3.4  

            	
              Individual
                Request for
                Disclosure

            


    

     

    
      	
              6.3.4.1  

            	
              Business
                Associate will not respond directly to an
                Individual’s request for an accounting of Disclosures.  Business
                Associate will refer the Individual to Company so that Company can
                coordinate and prepare a timely accounting to the
                Individual.

            


    

     

    
      	
              6.3.5  

            	
              Confidential
                Communications and Restriction
                Agreements

            


    

     

    
      	
              6.3.5.1  

            	
              Business
                Associate will promptly, upon receipt of
                notice from Company, send an Individual’s communications to the identified
                alternate address. Business Associate will comply with any agreement
                Company makes that restricts Use or Disclosure of Company’s PHI pursuant
                to 45 C.F.R. §164.522(a), provided that Company notifies Business
                Associate in writing of the restriction obligations that Business
                Associate must follow. Company will promptly notify Business Associate
                in
                writing of the termination or modification of any confidential
                communication requirement or restriction
                agreement.

            


    

     

    
      	
              6.3.6  

            	
              Disclosure
                to U.S. Department of Health and
                Human Services

            


    

     

    
      	
              6.3.6.1  

            	
              Business
                Associate shall make its internal
                practices, books, and records relating to the Use and Disclosure
                of PHI
                received from Company (or created or received by Business Associate
                on
                behalf of Company) available to the Secretary of the United States
                Department of Health and Human Services, for purposes of determining
                Company’s compliance with 45 C.F.R. Parts 160-164.   Unless
                the Secretary directs otherwise, Business Associate shall promptly
                notify
                Company of Business Associate’s receipt of such request, so that Company
                can assist in compliance with that
                request.

            


    

     

    
      	
              7.  

            	
              Breach
                of Privacy and Security
                Obligations.

            


    

     

    
      	
              7.1  

            	
              Reporting

            


    

     

    
      	
              7.1.1  

            	
              Business
                Associate will report to Company any Use or Disclosure of PHI (including
                Security Incidents) not permitted by this Agreement or in writing
                by
                Company.  Business Associate will promptly, but no later than
                within one (1) business day after Business Associate’s discovery of the
                breach,  make the report as instructed on Company’s website,
                www.wellpoint.com after Business Associate learns of such non-permitted
                or
                prohibited Use or Disclosure.

            


    

     

    
      	
              7.1.2  

            	
              Business
                Associate’s report will at least: (a) Identify the nature of the
                non-permitted or prohibited Use or Disclosure (b) Identify the PHI
                used or
                disclosed(c) Identify who made the non-permitted or prohibited Use
                or
                received the non-permitted or prohibited Disclosure (d) Identify
                what
                corrective action Business Associate took or will take to prevent
                further
                non-permitted or prohibited Uses or Disclosures (e) Identify what
                Business
                Associate did or will do to mitigate any deleterious effect of the
                non-permitted or prohibited Use or Disclosure and (f) Provide such
                other
                information, including a written report, as Company may reasonably
                request.

            


    

     

    
      	
              7.2  

            	
              Breach

            


    

     

    
      	
              7.2.1  

            	
              Without
                limiting the rights of the parties elsewhere
                set forth in the Agreement or available under applicable law, if
                Business
                Associate breaches its obligations under this Agreement, Company
                may, at
                its option: (a)Exercise any of its rights of access and inspection
                under
                Section 4 of this Agreement (b)Require Business Associate to submit
                to a
                plan of monitoring and reporting, as Company may determine appropriate
                to
                maintain compliance with this Agreement and Company shall retain
                the right
                to report to the Secretary of HHS any failure by Business Associate
                to
                comply with such monitoring and reporting; or Immediately and
                unilaterally, terminate the Agreement, without penalty to Company
                or
                recourse to Business Associate, and with or without an opportunity
                to cure
                the breach. Company’s remedies under this Section and set forth elsewhere
                in this Agreement shall be cumulative, and the exercise of any remedy
                shall not preclude the exercise of any
                other.

            


    

     

    
      	
              8.  

            	
              Obligations
                upon
                Termination

            


    

     

    
      	
              8.1  

            	
              Return
                or Destruction

            


    

     

    
      	
              8.1.1  

            	
              Upon
                termination, cancellation, expiration or other
                conclusion of the Agreement, Business Associate will if feasible
                return to
                Company or destroy all PHI, in whatever form or medium (including
                in any
                electronic medium under Business Associate’s custody or control), that
                Business Associate created or received for or from Company, including
                all
                copies of and any data or compilations derived from and allowing
                identification of any Individual who is a subject of the
                PHI.  Business Associate will complete such return or
                destruction as promptly as possible, but not later than thirty (30)
                days
                after the effective date of the termination, cancellation, expiration
                or
                other conclusion of Agreement.  Business Associate will identify
                any PHI that Business Associate created or received for or from Company
                that cannot feasibly be returned to Company or destroyed, and will
                limit
                its further Use or Disclosure of that PHI to those purposes that
                make
                return or destruction of that PHI infeasible.  Within such 30
                days, Business Associate will certify in writing to Company that
                such
                return or destruction has been completed, will deliver to Company
                the
                identification of any PHI for which return or destruction is infeasible
                and, for that PHI, will certify that it will only Use or disclose
                such PHI
                for those purposes that make return or destruction
                infeasible.

            


    

     

    
      	
              8.2  

            	
              Continuing
                Privacy and Security
                Obligation

            


    

     

    
      	
              8.2.1  

            	
              Business
                Associate’s obligation to protect the
                privacy and security of the PHI it created or received for or from
                Company
                will be continuous and survive termination, cancellation, expiration
                or
                other conclusion of this
                Agreement.

            


    

     

    
      	
              9.  

            	
              General
                Provisions

            


    

     

    
      	
              9.1  

            	
              Definitions

            


    

     

    
      	
              9.1.1  

            	
              The
                capitalized terms in this Agreement have the meanings set out in
                45 C.F.R.
                Parts 160-164, as it may be amended from time to time.  As of
                the execution date of this Agreement, the terms outlined within this
                Section 9 are some of the relevant definitions set out in the Code
                of
                Federal Regulations.

            


    

     

    
      	
              9.1.2  

            	
              “Disclosure”
                means the release, transfer, provision of, access to, or divulging
                in any
                other manner of information outside the entity holding the
                information.

            


    

     

    
      	
              9.1.3  

            	
              “Electronic
                Media” means (1) Electronic storage media including memory devices in
                computers (hard drives) and any removable/transportable digital memory
                medium, such as magnetic tape or disk, optical disk, or digital memory
                card; or (2) Transmission media used to exchange information already
                in
                electronic storage media.  Transmission media include, for
                example, the internet (wide-open), extranet (using internet technology
                to
                link a business with information accessible only to collaborating
                parties), leased lines, dial-up lines, Private networks, and the
                physical
                movement of removable/transportable electronic storage
                media.  Certain transmissions, including of paper, via
                facsimile, and of voice, via telephone, are not considered to be
                transmissions via electronic media, because the information being
                exchanged did not exist in electronic form before the
                transmission.

            


    

     

    
      	
              9.1.4  

            	
              “Individual”
                means the person who is the subject of Protected Health
                Information.

            


    

     

    
      	
              9.1.5  

            	
              “Individually
                Identifiable Health Information” means information that is a subset of
                health information, including demographic information collected from
                an
                Individual; and: (a)  is created or received by a Health Care
                Provider, Health Plan, Employer, or Health Care Clearinghouse; and
                (b)
                relates to the past, present or future physical or mental health
                condition
                of an Individual; the provision of Health Care to an Individual;
                or the
                past, present, or future payment for the provision of Health Care
                to an
                Individual; and (i) that identifies the Individual; or (ii) with
                respect
                to which there is a reasonable basis to believe the information can
                be
                used to identify the Individual.

            


    

     

    
      	
              9.1.6  

            	
              “Nonpublic
                Personal Financial Information (NPFI)” means personally identifiable
                financial information not available to the public.  NPFI
                includes any consumer description, including name and social security
                number, consumer listing, or consumer grouping; or the including
                of
                publicly available information (such as name and address), if derived
                using NPFI.  NPFI excludes health information, publicly
                available information  (except when derived from NPFI and
                included in a consumer listing, consumer description, or consumer
                grouping), or any consumer description, consumer listing, or consumer
                grouping not derived from NPFI and not disclosed in a manner that
                indicates individuals are a financial institution’s
                consumers.

            


    

     

    
      	
              9.1.7  

            	
              “Personally
                Identifiable Financial Information” means information a consumer provides,
                by application or otherwise, to Company to obtain an insurance product
                or
                service, or that Company collects in connection with or resulting
                from a
                transaction involving an insurance product or service. Personally
                Identifiable Financial Information includes: (a)  Account
                balance information, payment history, social security number, information
                the consumer provides, or Company or its agent obtains, in connection
                with
                collecting or servicing loans, information from a consumer report,
                and
                information Company collects through a device, such as Internet cookies,
                that gathers information from a web server. (b) The fact that a consumer
                is or has been Company’s customer, that consumer obtained insurance
                products or services from Company, and any information about Company’s
                consumers that would, if disclosed, indicate that the individual
                is the
                Company’s consumer. Personally Identifiable Financial Information excludes
                health information, lists of customers’ names and addresses of an entity
                that is not a financial institution; and information that does not
                identify a consumer (e.g., aggregated or blind data without personal
                identifiers, account numbers, names or
                addresses).

            


    

     

    
      	
              9.1.8  

            	
              “Protected
                Health Information (PHI)” means Individually Identifiable Information (i)
                except as provided in paragraph (ii) of this definition that is:
                (a)
                Transmitted by Electronic Media; (b) Maintained in Electronic Media;
                or
                (c) Transmitted or maintained in any other form or medium (ii) Protected
                Health Information excludes Individually Identifiable Health Information
                in (a)Education records covered by the Family Educational Rights
                and
                Privacy Act, as amended. 20 U.S.C. 1232g; (b) Records described at
                20
                U.S.C. 1232g(a)(4)(B)(iv); and (c) Employment records held by a Covered
                Entity in its role as Employer.

            


    

     

    
      	
              9.1.9  

            	
              “Security
                Incident” means an attempted or successful unauthorized access, use,
                disclosure, modification or destruction of information or interference
                with system operations in an information system, involving Protected
                Health Information that is created, received maintained or transmitted
                by
                or on behalf of Company in electronic
                form.

            


    

     

    
      	
              9.1.10  

            	
              “Use”
                means, with respect to Individually Identifiable Health Information,
                the
                sharing, employment, application, utilization, examination, or analysis
                of
                such information with an entity that maintains such
                information.

            


    

     

    
      	
              9.2  

            	
              Amendment.

            


    

     

    
      	
              9.2.1  

            	
              From
                time to time local, state or federal
                legislative bodies, boards, departments or agencies may enact or
                issue
                laws, rules, or regulations pertinent this Agreement.  In such
                event, Business Associate agrees to immediately abide by all said
                pertinent laws, rules, or regulations and to cooperate with Company
                to
                carry out any responsibilities placed upon Company or Business Associate
                by said laws, rules, or regulations. Either Company or Business Associate
                may terminate this Agreement if amendment or addition to 45 C.F.R.
                Parts
                160-164 or to insurance regulations implementing GLBA affects the
                obligations under this Agreement of the party exercising the right
                of
                termination.  The party so affected may terminate Agreement by
                giving the other party written notice of such termination at least
                90 days
                before the compliance date of such amendment or addition to 45 C.F.R.
                Parts 160-164 or to such insurance commissioner
                regulations.

            


    

     

    
      	
              9.3  

            	
              Conflicts.

            


    

     

    
      	
              9.3.1  

            	
              The
                terms and conditions of this Agreement will
                override and control any conflicting term or condition of any other
                agreement between the parties with respect to the subject matter
                herein.  All non-conflicting terms and conditions of the said
                other agreement(s) remain in full force and
                effect.

            


    

     

    
      	
              9.4  

            	
              Owner
                of
                PHI.

            


    

     

    
      	
              9.4.1  

            	
              Company
                is the exclusive owner of PHI generated or
                used under the terms of the
                Agreement.

            


    

     

    
      	
              9.5  

            	
              Subpoenas

            


    

     

    
      	
              9.5.1  

            	
              Business
                Associates agrees to relinquish to
                Company control over subpoenas Business Associates receive with regard
                to
                PHI belonging to Company.

            


    

     

    
      	
              9.6  

            	
              Disclosure
                of De-identified
                Data

            


    

     

    
      	
              9.6.1  

            	
              The
                process of converting PHI to De-identified Data
                (DID) is set forth in 45 C.F.R Part 164.514.  In the event that
                Company provides Business Associate with DID, Business Associate
                shall not
                be given access to, nor shall Business Associate attempt to develop
                on its
                own, any keys or codes that can be used to re-identify the
                data.

            


    

     

    
      	
              9.7  

            	
              Creation
                of De-identified
                Data

            


    

     

    
      	
              9.7.1  

            	
              In
                the event Business Associate wishes to
                convert PHI to DID, it must first subject its proposed plan for
                accomplishing the conversion to Company for Company’s approval, which
                shall not be unreasonably withheld provided such conversion meets
                the
                requirements of 45 C.F.R. Part
                164.514.

            


    

     

    
      	
              9.8  

            	
              Assignment/Subcontract

            


    

     

    
      	
              9.8.1  

            	
              Company
                shall have the right to review and
                approve any proposed assignment or subcontracting of Business Associate’s
                duties and responsibilities arising under the Agreement, as it relates
                to
                the Use or creation of PHI (or DID if
                applicable].

            


    

     

    
      	
              9.9  

            	
              Audit

            


    

     

    
      	
              9.9.1  

            	
              Company
                shall have the right to audit and monitor all applicable activities and
                records of Business Associate to determine Business Associate’s compliance
                with the requirements relating to the creation or Use of PHI [and
                DID, if
                applicable] as it relates to the privacy and security sections of
                this
                Agreement.

            


    

     

    
      	
              9.10  

            	
              Intent

            


    

     

    
      	
              9.10.1  

            	
              The
                parties agree that there are no intended third
                party beneficiaries under this
                Agreement.

            


    

     

    
      	
              9.11  

            	
              Indemnity

            


    

     

    
      	
              9.11.1  

            	
              Overview
                of Indemnity

            


    

     

    9.11.1.1  Business
      Associate will indemnify and hold harmless Company and any Company affiliate,
      officer, director, employee or agent from and against any claim, cause of
      action, liability, damage, cost or expense, including attorneys’ fees and court
      or proceeding costs, arising out of or in connection with any non permitted
      or
      prohibited Use or Disclosure of PHI or other breach of this Agreement by
      Business Associate or any subcontractor, agent, person or entity under Business
      Associate’s control.

     

    
      	
              9.11.2  

            	
              Right
                to Tender or Undertake
                Defense

            


    

     

    
      	
              9.11.2.1  

            	
              If
                Company is named a party in any judicial,
                administrative or other proceeding arising out of or in connection
                with
                any non-permitted or prohibited Use or Disclosure of PHI or other
                breach
                of this Agreement by Business Associate or any subcontractor, agent,
                person or entity under Business Associate’s control, Company will have the
                option at any time either (i) to tender its defense to Business Associate,
                in which case Business Associate will provide qualified attorneys,
                consultants and other appropriate professionals to represent Company’s
                interests at Business Associate’s expense, or (ii) undertake its own
                defense, choosing the attorneys, consultants and other appropriate
                professionals to represent its interests, in which case Business
                Associate
                will be responsible for and pay the reasonable fees and expenses
                of such
                attorneys, consultants and other
                professionals.

            


    

     

    
      	
              9.11.3  

            	
              Right
                to Control
                Resolution

            


    

     

    
      	
              9.11.3.1  

            	
              Company
                will have the sole right and discretion to
                settle, compromise or otherwise resolve any and all claims, causes
                of
                actions, liabilities or damages against it, notwithstanding that
                Company
                may have tendered its defense to Business Associate.  Any such
                resolution will not relieve Business Associate of its obligation
                to
                indemnify Company under Section E.11 of this
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      MASTER
        EXHIBIT ET

      E-TRADING
        PARTNER PROVISIONS

    

     

    WellPoint
      and Supplier (each a “party”) wish to facilitate purchase and sale transactions
      under the Agreement (“Transactions”) between them by electronically transmitting
      and receiving data through Ariba, Inc. Ariba Supplier Network
      (“ASN”).  The parties wish to assure that such Transactions are
      legally valid and enforceable, notwithstanding the use of available electronic
      technologies in lieu of conventional printed, typed or hand written documents
      on
      paper or on other “hard” media. Therefore, the parties agree as
      follows:

    
      	
              1.  

            	
              Prerequisites

            


    

     

    
      	
              1.1  

            	
              Documents

            


    

     

    
      	
              1.1.1  

            	
              Each
                party may electronically transmit and/or
                receive purchase and sale information and documents (collectively,
                “Documents”) to and from the other party through
                ASN.

            


    

     

    
      	
              1.2  

            	
              ASN
                Membership

            


    

     

    
      	
              1.2.1  

            	
              Supplier
                agrees to enter into an ASN agreement with
                Ariba, Inc., at Supplier’s sole expense, in order to transmit and receive
                Documents to and from
                WellPoint.

            


    

     

    
      	
              1.3  

            	
              System
                Operations

            


    

     

    
      	
              1.3.1  

            	
              Each
                party, at its own expense, shall arrange for
                the provision and maintenance of equipment, software, ASN services
                and
                testing necessary to transmit and receive Documents effectively and
                reliably.

            


    

     

    
      	
              1.4  

            	
              Security
                Procedures

            


    

     

    
      	
              1.4.1  

            	
              Each
                party shall be responsible for using security procedures that are
                reasonably sufficient to ensure that all transmissions of Documents
                are
                authorized and to protect its business records and data from improper
                access. Supplier will comply with WellPoint’s ebusiness Secure Coding
                policy, which is based upon industry best practices. Failure to comply
                and
                remedy any violation shall be considered a breach of the Agreement
                and
                shall, at WellPoint’s option, be grounds for termination of the Agreement.
                Violation may, as set forth in any applicable SOW, also subject Supplier
                to financial penalties.

            


    

     

    
      	
              1.5  

            	
              Signatures

            


    

     

    
      	
              1.5.1  

            	
              Each
                party shall adopt as its signature on
                Documents an electronic identification consisting of symbol(s) or
                code(s),
                which are to be affixed to or contained in each Document, transmitted
                by
                such party (“Signature(s)”).  Each party agrees that any
                Signature(s) of such party affixed to or contained in any transmitted
                Document shall be sufficient to verify that such party originated
                the
                Document.  Neither party shall disclose to any unauthorized
                person the Signature(s) of the other
                party.

            


    

     

    
      	
              2.  

            	
              Transmissions.

            


    

     

    
      	
              2.1  

            	
              Garbled
                Transmissions

            


    

     

    
      	
              2.1.1  

            	
              If
                any transmitted Document is received in an
                incomplete, unintelligible or garbled form, the receiving party shall
                promptly notify the originating party (if identifiable from the Document
                received) in a reasonable manner.  In the absence of such a
                notice, the originating party’s records of the contents of such Document
                shall control.

            


    

     

    
      	
              3.  

            	
              Transaction
                Terms.

            


    

     

    
      	
              3.1  

            	
              Validity
                and Enforceability

            


    

     

    
      	
              3.1.1  

            	
              This
                Master Exhibit ET evidences the mutual
                intent of the Parties to create binding purchase and sale obligations
                pursuant to the electronic transmission and receipt of Documents
                specifying certain of the applicable
                terms.

            


    

     

    
      	
              3.2  

            	
              Signed
                Document

            


    

     

    
      	
              3.2.1  

            	
              Any
                Document properly transmitted pursuant to this
                Master Exhibit ET shall be considered, in connection with any Transaction,
                , or the Agreement, to be a “writing” or “in writing”, and any such
                Document containing, or to which there is affixed, a Signature (“Signed
                Document”) shall be deemed for all purposes (a) to have been “signed” and
                (b) to constitute an “original” when printed from electronic files or
                records established and maintained in the normal course of
                business.

            


    

     

    
      	
              3.3  

            	
              Course
                of
                Dealing

            


    

     

    
      	
              3.3.1  

            	
              The
                conduct of the parties pursuant to this
                Agreement, including the use of Signed Documents properly transmitted
                pursuant to this Agreement, shall, for all purposes, evidence a course
                of
                dealing and a course of performance accepted by the parties in furtherance
                of this Agreement, any
                Transaction.

            


    

     

    
      	
              3.4  

            	
              Validity

            


    

     

    
      	
              3.4.1  

            	
              The
                parties agree not to contest the validity or
                enforceability of Signed Documents under the provisions of any applicable
                law relating to whether or not certain agreements are to be in writing
                or
                signed by the party to be bound thereby.  Signed Documents, if
                introduced on paper in any judicial, arbitration, mediation or
                administrative proceeding, shall be valid to the same extent and
                under the
                same conditions as other business records originated and maintained
                in
                documentary form.  Neither party shall contest the admissibility
                of copies of Signed Documents under either, the business records
                exception
                to the hearsay rule, or the best evidence rule on the basis that
                the
                Signed Documents were not originated or maintained in documentary
                form or
                on any other basis.

            


    

     

    [End
      of Master Exhibit ET]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      MASTER
        EXHIBIT MCG

      MEDICARE
        COMPLIANCE GENERAL

      
THE
        CLAUSES SET FORTH BELOWAPPLY IF SUPPLIER’S SERVICES ARE TO BE PERFORMED FOR
        PURPOSES OF THE MEDICARE PROGRAM.

    

    
      	
              1.  

            	
              Disclosure
                of Information

            


    

     

    
      	
              1.1  

            	
              If
                Supplier, its agents, officers, or employees might reasonably be
                expected
                to have access to information within the purview of Section 1106
                of the
                Social Security Act, as amended, and regulations prescribed pursuant
                thereto, Supplier agrees to establish and maintain procedures and
                controls
                so that no information contained in its records or obtained from
                WellPoint
                and/or the Secretary of Health and Human Services or from others
                in
                carrying out the terms of this Agreement shall be used  by or
                disclosed by Supplier, its agents, officers, or employees, except
                as
                provided in Section 1106 of the Social Security Act, as amended,
                and
                Regulations prescribed thereunder.

            


    

     

    
      	
              2.  

            	
              Prohibition
                Against Use of Department of
                Health and Human Services Funds to Influence Legislation or
                Appropriations

            


    

     

    
      	
              2.1  

            	
              No
                part of any funds paid under this Agreement
                shall be used to pay the salary or expenses of Supplier to engage
                in any
                activity designed to influence legislation or appropriations pending
                before Congress.

            


    

     

    
      	
              3.  

            	
              Automatic
                Termination of Subcontract
                Clause

            


    

     

    
      	
              3.1  

            	
              This
                clause is applicable to this Agreement if its
                term exceeds the term of the agreement between the Secretary of Health
                and
                Human Services and WellPoint, unless the Secretary agrees to its
                omission
                if this order is solely for the purchase of supplies or equipment:
“In the
                event the Medicare contract between the Secretary and WellPoint is
                terminated, the order/contract between WellPoint and Supplier will
                be
                terminated unless the Secretary and WellPoint agree to the contrary.
                Such
                termination shall be accomplished by delivery of written notice to
                Supplier of the date upon which said termination will become effective.”
                If WellPoint wishes to continue this subcontract relative to its
                own
                business after the agreement between the Secretary of Health and
                Human
                services and WellPoint has been terminated, it may do so, provided
                that it
                assures the Secretary in writing that the Secretary’s obligations will
                terminate at the time the Medicare agreement terminates, subject
                to the
                termination cost provisions provided for in the agreement between
                the
                Secretary and WellPoint.

            


    

     

    
      	
              4.  

            	
              Fees
                or Kickbacks of
                Subcontractors

            


    

     

    
      	
              4.1  

            	
              Public
                Law 86-695, September 2, 1960 (41 U.S.C. 51-54), among other things,
                prohibits the payment, directly or indirectly, by or on behalf of
                a
                subcontractor in any tier under any Government negotiated contract
                of any
                fees, gift, or gratuity to the prime contractor or any higher tier
                subcontractor or any officer, agent, partner or employee thereof,
                as an
                inducement or acknowledgment for the award or a subcontract or
                order.

            


    

     

    
      	
              4.2  

            	
              The
                provisions of Public Law 86-695, are set in more detail in Section
                1-1.320
                of the Federal Procurement Regulations (41 CFR 1-1.32) and are applicable
                to this Agreement and any subcontracts entered into under this
                Agreement.

            


    

     

    
      	
              5.  

            	
              Privacy
                Act

            


    

     

    
      	
              5.1  

            	
              The
                Privacy Act of 1974, Public Law 93-579, and the
                Regulations and General Instructions issued by the Secretary pursuant
                thereto, are applicable to this Agreement, and to all subcontracts
                thereunder to the extent that the design, development, operation
                or
                maintenance of a system of records as defined in the Privacy Act
                is
                involved.

            


    

     

    
      	
              6.  

            	
              Affirmative
                Action for Handicapped
                Workers

            


    

     

    
      	
              6.1  

            	
              The
                following provisions are applicable to the
                subcontract if the cost to Medicare exceeds $2,500: (a) Supplier
                will not
                discriminate against any employee or applicant for employment because
                of a
                physical or mental handicap in regard to any position for which the
                employee or applicant for employment is qualified and Supplier agrees
                to
                take affirmative action to employ, advance in employment and otherwise
                treat qualified handicapped individuals without discrimination based
                upon
                their physical or mental handicap in all employment practices, such
                as the
                following: employment, upgrading, demotion or transfer, recruitment,
                advertising, layoff or termination, rates of pay or to other forms
                of
                compensation, and selection for training, including
                apprenticeships.  (b) Supplier agrees to comply with the rules,
                regulations, and relevant orders of the Secretary of Labor issued
                pursuant
                to Section 503 or the Rehabilitation Act of 1973.  (c) In the
                event of Supplier’s noncompliance with the requirements of this clause,
                actions for noncompliance may be taken in accordance with rules,
                regulations and relevant orders of the Secretary of Labor issued
                pursuant
                to Section 503 of the Rehabilitation Act of 1973.  (d) Supplier
                agrees to post in conspicuous places, available to employees and
                applicants for employment, notices in a form to be prescribed by
                the
                Director of the Office of Federal Contract Compliance Programs of
                the
                United States Department of Labor, provided by or through the
                Secretary.  Such notices shall state Supplier’s obligation under
                the law to take affirmative actions for employment, and the rights
                of the
                applicants and employees.  (e) Supplier will notify each labor
                union or representative of workers with which it has a collective
                bargaining agreement or other contract understanding that Supplier
                is
                bound by the terms of Section 503 of the Rehabilitation act of 1973,
                and
                is committed to take affirmative action to employ and advance in
                employment physically and mentally handicapped individuals.  (f)
                Supplier will include the provisions of this clause in every subcontract
                or purchase order if the cost to Medicare is $2,500 or more, unless
                exempted by rules, regulations or orders of the Secretary of Labor
                issued
                pursuant to Section 503 of the Rehabilitation act of 1973, so that
                such
                provisions will be binding upon each subcontractor or vendor of Supplier,
                and Supplier will take action with respect to any subcontract or
                purchase
                order as the Director  of  the  Office of
                Federal Contract Compliance Program may lawfully direct to enforce
                such
                provisions, including action for noncompliance, as specified in 41
                Federal
                Register No. 75, Section 60-741.28 at page
                16153.

            


    

     

    
      	
              7.  

            	
              Utilization
                of Small Business Concerns
                and Small Business Concerns Owned and Controlled by Socially and
                Economically Disadvantaged
                Individuals.

            


    

     

    
      	
              7.1  

            	
              It
                is the policy of the United States that small businesses concerns
                and
                small business concerns owned and controlled by socially and disadvantaged
                individuals shall have the maximum practicable opportunity to participate
                in performance of contracts let by any Federal
                Agency.

            


    

     

    
      	
              7.2  

            	
              Supplier
                agrees to carry out this policy in the awarding of subcontracts to
                the
                fullest extent consistent with the efficient performance of this
                Agreement, and Supplier further agrees to cooperate in any studies
                or
                surveys that may be conducted by the Small Business Administration
                or the
                Secretary which may be necessary to determine the extent of Supplier’s
                compliance with this clause.

            


    

     

    
      	
              7.3  

            	
              The
                term “small business concern” means a small business as defined pursuant
                to Section 3 of the Small Business Act and in relevant regulations
                promulgated pursuant thereto.

            


    

     

    
      	
              7.4  

            	
              The
                term “small business concern owned and
                controlled by socially and economically disadvantaged individuals” means a
                small business concern (i) which is at least fifty-one percent (51%)
                owned
                by one or more socially and economically disadvantaged individuals,
                or, in
                the case of a publicly-owned business, at least fifty-one percent
                (51%) of
                the stock thereof is owned by one or more socially and economically
                disadvantaged individuals, and (ii) whose management and daily business
                operations are controlled by one or more of such individuals (Supplier
                shall presume that socially and economically disadvantaged individuals
                include Black Americans, Hispanic Americans, Native Americans, and
                other
                minorities, or any other individual found to be disadvantaged by
                the Small
                Business Administration pursuant to Section (a) of the Small Business
                Act).  (d) Supplier, acting in good faith, may rely on written
                representations by its subcontractors that they are either small
                business
                concerns or small business concerns owned and controlled by socially
                and
                economically disadvantaged individuals.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      MASTER
        EXHIBIT MCS

      MEDICARE
        COMPLIANCE SPECIALTY

      Medicare
        Advantage and Medicare Part D

       

    

     

    These
      provisions only apply to services provided by Supplier to or for WellPoint’s
      Medicare Advantage and/or Medicare Part D plans in accordance with and pursuant
      title XVIII of the Social Security Act (Act) (specifically, but not limited
      to,
      Social Security Act Parts C and Part D), and any subsequent amendments or
      relevant provision in the Act and applicable regulations .  In the
      event that there is a conflict between the attached agreement and these Medicare
      Advantage and Medicare Part D terms and conditions, the Medicare Advantage
      and
      Medicare Part D terms and conditions shall control, but only as they relate
      to
      services provided to Covered Individuals enrolled in WellPoint’s Medicare
      Advantage and/or Medicare Part D plans.

    
      	
              1.  

            	
              Federal
                Funds.

            


    

     

    
      	
              1.1  

            	
              Consistent
                with, but not limited to, 42 C.F.R.
                423.100, 42 C.F.R. Part 422, Title VI of the Civil Rights Act of
                1964 as
                implemented by 45 CFR part 84; the Age Discrimination Act of 1975
                as
                implemented by 45 CFR part 91; the Americans With Disabilities Act;
                the
                Rehabilitation Act of 1973 and other regulations applicable to recipients
                of Federal Funds, Supplier acknowledges that payments Supplier receives
                from WellPoint to provide services to Medicare Advantage and/or Medicare
                Part D enrollees are, in whole or part, from Federal funds. Therefore,
                Supplier and any of its subcontractors may be subject to certain
                laws that
                are applicable to individuals and entities receiving Federal
                funds.

            


    

     

    
      	
              2.  

            	
              Confidential
                Information.

            


    

     

    
      	
              2.1  

            	
              Supplier
                recognizes that in the performance of its obligations under this
                Agreement
                it may be party to WellPoint’s proprietary, confidential, or privileged
                information, including, but not limited to, information concerning
                WellPoint’s members.  Supplier agrees that, among other items of
                information, the identity of, and all other information regarding
                or
                relating to any of WellPoint’s  is
                confidential.  Supplier agrees to treat such information as
                confidential and proprietary information of WellPoint, and all such
                information shall be used by Supplier only as authorized and directed
                by
                WellPoint pursuant to this Agreement, and shall not be released to
                any
                other person or entity under any circumstances without express written
                approval of WellPoint.  During and after the term of this
                Agreement, Supplier shall not disclose or use any of the information
                described in this Section for a purpose unrelated to the terms and
                obligations of this Agreement.  Further, Supplier agrees to
                abide by all Federal and State laws regarding confidentiality and
                disclosure of Medicare Advantage and/or Medicare Part D enrollee
                information.  In addition, Supplier agrees to abide by the
                confidentiality requirements established by WellPoint and CMS for
                the
                Medicare Advantage and/or Medicare Part D
                program.

            


    

     

    
      	
              3.  

            	
              Inspection
                of Books and
                Records.

            


    

     

    
      	
              3.1  

            	
              In
                accordance with, but not limited to, 42 C.F.R.
                422.504(i) and/or 42 C.F.R. 423.505(i), Supplier acknowledges that
                the
                Department of Health and Human Services (HHS), the Comptroller General,
                or
                their designees have the right to inspect any pertinent contracts,
                books,
                documents, papers, and records of Supplier, or its subcontractors
                or
                transferees involving transactions related to WellPoint’s Medicare
                Advantage and/or Medicare Part D contract through ten (10) years
                from the
                final date of the contract period or from the date of the completion
                of
                any audit, or for such longer period provided for in 42 CFR 422.504(e)(4),
                423.505(e)(4) or other applicable law,  whichever is
                later.  For the purposes specified in this provision, Supplier
                agrees to make available Supplier’s premises, physical facilities and
                equipment, records relating to WellPoint’s Medicare Advantage and/or
                Medicare Part D enrollees, and any additional relevant information
                that
                CMS may require.

            


    

     

    
      	
              4.  

            	
              Independent
                Status

            


    

     

    
      	
              4.1  

            	
              Supplier
                is an independent contractor and nothing
                contained in this Agreement shall be construed or implied to create
                an
                agency, partnership, joint venture, or employer and employee relationship
                between Supplier and WellPoint.  At no time shall either party
                make commitments or incur any charges or expenses for or in the name
                of
                the other party except as otherwise permitted by this
                Agreement.

            


    

     

    
      	
              5.  

            	
              Subcontractors.

            


    

     

    
      	
              5.1  

            	
              In
                accordance with, but not limited to, 42 C.F.R. 422.504(i)(3)(ii)
                and/or 42
                C.F.R. 423.505(i)(3), Supplier agrees that if Supplier enters into
                subcontracts to perform services under the terms of the Agreement,
                Supplier’s subcontracts shall include an agreement by the subcontractor to
                comply with all of the Supplier obligations in this Medicare Advantage
                and
                Medicare Part D Regulatory Exhibit and applicable terms in the attached
                Agreement.

            


    

     

    
      	
              6.  

            	
              Federal
                and State
                Laws

            


    

     

    
      	
              6.1  

            	
              Consistent
                with, but not limited to, 42 C.F.R.
                422.504(i)(4) and  422.504(i)(3)(iii) and/or 423.505(i)(4) and
                423.505(i)(3)(iii) Supplier agrees to comply, and to require any
                of its
                subcontractors to comply, with all applicable Federal and State laws,
                regulations, CMS instructions, and policies relevant to the activities
                to
                be performed under the Agreement, including but not limited to, CMS
                Medicare Advantage and Medicare Part D marketing guidelines, and
                any
                requirements for CMS prior approval of materials. Further, Supplier
                agrees
                that any services provided by the Supplier or its subcontractors
                to
                WellPoint’s Medicare Advantage and/or Medicare Part D enrollees will be
                consistent with and will comply with WellPoint’s Medicare Advantage and/or
                Medicare Part D contractual
                obligations.

            


    

     

    
      	
              7.  

            	
              Compliance
                Program

            


    

     

    
      	
              7.1  

            	
              WellPoint
                maintains an effective Compliance Program and Standards of Business
                Conduct, and requires its employees to act in accordance
                therewith.  WellPoint will provide a copy of its then current
                Standards of Business Conduct to Supplier upon
                request.  Consistent with the preceding and to the extent
                applicable, WellPoint and its subcontractors may be required to monitor
                for Fraud, Waste and Abuse consistent with CMS guidance.  To the
                extent applicable, Supplier acknowledges that certain CMS guidance
                on
                Fraud, Waste and Abuse may be implicated by the Agreement and agrees
                to
                take appropriate actions to identify and/or monitor for such activities,
                including but not limited producing Supplier’s plan to monitor for Fraud,
                Waste and Abuse.

            


    

     

    
      	
              8.  

            	
              Hold
                Harmless

            


    

     

    
      	
              8.1  

            	
              In
                accordance with, but limited to, 42 C.F.R.
                422.504(i) and 422.504(g)(1) and (2) and/or 423.505(i) and 423.505(g),
                Supplier agrees that in no event, including but not limited to non-payment
                by Plan, insolvency of Plan or breach of the Agreement, shall Supplier
                bill, charge, collect a deposit from, seek compensation, remuneration
                or
                reimbursement from, or have any recourse against a Medicare Advantage
                and/or Medicare Part D enrollee for covered services provided pursuant
                to
                the Agreement.  This provision does not prohibit the collection
                of supplemental charges or Co-payments made in accordance with the
                terms
                of the Medicare Advantage and/or Medicare Part D enrollee’s
                benefits.

            


    

     

    
      	
              9.  

            	
              Ineligible
                Persons

            


    

     

    
      	
              9.1  

            	
              Supplier
                warrants and represents that at the
                time of entering into this Agreement and/or when providing services
                to or
                for the benefit of Medicare Advantage and/or Medicare Part D members
                under
                this Agreement, neither he/she/it nor any of his/her/its employees,
                contractors, subcontractors or agents are ineligible persons identified
                on
                the General Services Administrations’ List of Parties Excluded from
                Federal Programs and the HHS/OIG List of Excluded
                Individuals/Entities.  If required by CMS or WellPoint, Supplier
                agrees to sign a certification  consistent with the meaning and
                requirements of this provision.

            


    

     

    
      	
              9.2  

            	
              In
                the event Supplier or any employees, subcontractors or agents thereof
                becomes an ineligible person after entering into this Agreement or
                otherwise fails to disclose his/her/its ineligible person status,
                Supplier
                shall have an obligation to (a) immediately notify WellPoint of such
                ineligible person status and (b) within ten (10) days of such notice,
                remove such individual from responsibility for, or involvement with,
                WellPoint’s business operations related to this Medicare Advantage and
                Medicare Part D attachment.

            


    

     

    
      	
              9.3  

            	
              WellPoint
                retains the right to provide notice of immediate termination of the
                Agreement to Supplier in the event it receives notice of Supplier's
                ineligible person status.

            


    

     

    
      	
              10.  

            	
              Conflict
                of
                Interest

            


    

     

    
      	
              10.1  

            	
              To
                the extent required by CMS or WellPoint,
                Supplier agrees to certify that it will require its managers, officers
                and
                directors responsible for the administration or delivery of Medicare
                Advantage and/or Part D benefits to sign a conflict of interest statement,
                attestation, or certification at the time of hire and annually thereafter
                certifying that the manager, officer or director is free from any
                conflict
                of interest in administering or delivering Medicare Advantage and/or
                Part
                D benefits.

            


    

     

    
      	
              11.  

            	
              Illegal
                Remunerations

            


    

     

    
      	
              11.1  

            	
              Supplier
                specifically represents and warrants
                that activities to be performed under the Agreement are not considered
                illegal remunerations (including kickbacks, bribes or rebates) as
                defined
                in § 1128B(b) of the Social Security
                Act.

            


    

     

    
      	
              12.  

            	
              Indemnification
                for Non-compliance

            


    

     

    
      	
              12.1  

            	
              Supplier
                agrees to indemnify and hold WellPoint harmless from and against
                any and
                all liabilities, claims and expenses connected therewith, including
                reasonable attorneys fees, arising from any acts or omissions of
                Supplier,
                not specifically authorized or directed by WellPoint, violating or
                resulting in an investigation under § 1128B(b) of the Social Security Act
                or any other Federal or State law or
                regulation.

            


    

     

    
      	
              13.  

            	
              Termination-Regulatory
                Issues

            


    

     

    
      	
              13.1  

            	
              In
                accordance with, but not limited to, 42 C.F.R.
                422.504(i)(5) and/or 423.505(i)(5), if during the term of the Agreement,
                WellPoint concludes that it is necessary to cancel any of the activities
                to be performed under this Agreement in order to comply with Federal
                or
                State laws, regulations, or policies, WellPoint may, at its discretion,
                cancel the activity and be relieved of any related obligations under
                the
                terms of the Agreement.  If WellPoint or Supplier concludes that
                it is necessary to reorganize or restructure any of the activities
                to be
                performed under this Agreement in order to comply with Federal or
                State
                laws, regulations, or policies, WellPoint or Supplier may request
                to
                renegotiate such terms.

            


    

     

    
      	
              14.  

            	
              Oversight
                Responsibility

            


    

     

    
      	
              14.1  

            	
              Supplier
                acknowledges that  WellPoint
                shall oversee and monitor Supplier’s performance of its responsibilities
                set forth in this Agreement on an ongoing basis and that WellPoint
                is
                ultimately responsible to CMS for the performance of such
                services.  Supplier further acknowledges that WellPoint shall
                oversee and is accountable to CMS for the functions and responsibilities
                described in the Medicare Advantage and Medicare Part D regulatory
                standards and ultimately responsible to CMS for the performance of
                all
                services.

            


    

     

    
      	
              15.  

            	
              Revocation

            


    

     

    
      	
              15.1  

            	
              Supplier
                agrees that WellPoint has the right
                to revoke this agreement if CMS or WellPoint determines that Supplier
                has
                not performed the services satisfactorily and/or if requisite reporting
                and disclosure requirements are not otherwise fully met in a timely
                manner.  Such revocation shall be consistent with the
                termination provisions of the
                Agreement.

            


    

     

    
      	
              16.  

            	
              Approval
                of
                Materials

            


    

     

    
      	
              16.1  

            	
              Any
                printed materials, including but not limited
                to letters to WellPoint’s members, brochures, advertisements,
                telemarketing scripts, packaging prepared or produced by Supplier
                or any
                of its subcontractors pursuant to this Agreement must be submitted
                to
                WellPoint for review and approval at each planning stage (i.e., creative,
                copy, mechanicals, blue lines, etc.) to assure compliance with Federal,
                state, and Blue Cross and Blue Shield Association
                guidelines.  WellPoint agrees its approval will not be
                unreasonably withheld or
                delayed.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      MASTER
        EXHIBIT EX

      EXPENSE
        GUIDELINES

       

    

    
      	
              1.  

            	
              General

            


    

     

    
      	
              1.1  

            	
              When
                practical to do so, Supplier shall book all travel for purposes of
                the
                Agreement through WellPoint’s travel service.  Arrangements can
                be made for air fare, hotel and rental cars. Supplier should communicate
                to WellPoint’s travel service that the travel is on behalf of WellPoint
                and that any applicable discounts available to WellPoint should be
                obtained. Supplier shall provide to the travel service the name and
                telephone number of the Procurement Representative assigned to Supplier
                by
                WellPoint.  Any airline ticket, car rental and hotel charges
                should be paid directly by Supplier, with available discounts applied.
                WellPoint’s travel service telephone number is: [ *
                ].  WellPoint’s travel service shall be available by telephone
                during its regular hours of operation, which are currently 8:00am
                to 5:00
                CST Monday through Friday.

            


    

     

    
      	
              1.2  

            	
              For
                purposes of reimbursement hereunder, Supplier shall submit original
                receipts for all reimbursable expenses to WellPoint whenever
                possible.  Supplier must submit original receipts to receive
                reimbursement of air travel
                expenses.

            


    

     

    
      	
              2.  

            	
              Air
                Travel

            


    

     

    
      	
              2.1  

            	
              All
                personnel of Supplier (“Travelers”) will fly
                coach class.  Original airline receipts are required for
                reimbursement in all cases.   If otherwise consistent with
                WellPoint’s expense policies and cost containment objective, WellPoint’s
                travel service shall endeavor to limit airline travel to one connection
                only.

            


    

     

    
      	
              3.  

            	
              Hotels

            


    

     

    
      	
              3.1  

            	
              Hotel
                accommodations shall be booked for all
                Travelers by WellPoint’s travel service. Hotels will be selected by
                WellPoint’s travel service on the basis of rates, locations and
                availability as determined by the travel service from time to
                time.  Requests by Travelers for specific hotels will be honored
                only at the discretion of WellPoint’s travel
                service.

            


    

     

    
      	
              3.2  

            	
              Lodging
                expenses shall include the cost of a Traveler’s room plus applicable
                taxes, but shall not include room service, recreation, or any other
                direct
                charges to the room. See Section 5 of these Guidelines for further
                discussion of these charges.

            


    

     

    
      	
              4.  

            	
              Automobile
                Expense.

            


    

     

    
      	
              4.1  

            	
              When
                arrangements are made through WellPoint’s
                travel service, rental automobiles will be provided by the rental
                car
                company selected by the travel service.  Rental car charges
                shall be billed directly to each
                Traveler.

            


    

     

    
      	
              4.2  

            	
              Reimbursement
                will cover no more than the cost of a mid-size rental car. Limousine
                service is expressly prohibited, unless authorized in advance in
                writing
                by a Procurement Representative.

            


    

     

    
      	
              4.3  

            	
              Additional
                insurance coverage, as provided in the rental car agreement, will
                not be
                reimbursed.

            


    

     

    
      	
              4.4  

            	
              Mileage
                for travel in Supplier’s vehicles or in Travelers’ personal vehicles shall
                be reimbursed at the same per-mile rate in effect from time to time
                for
                reimbursement of mileage incurred by WellPoint’s own
                employees.  Toll-road charges will be reimbursed only if
                incurred for office-to-office travel between Supplier’s offices and
                WellPoint’s.  Mileage and tolls should be supported by
                appropriate, contemporaneous logs of such charges maintained by
                Travelers.

            


    

     

    
      	
              5.  

            	
              Miscellaneous
                Travel Expenses

            


    

     

    
      	
              5.1  

            	
              Original
                receipts must be submitted for expenses including the following:
                meals;
                taxi and hotel shuttle fares; parking; and other costs for which
                receipts
                can be typically obtained.  Expenses such as tips (for which
                receipts are usually are not provided) should be reasonable for the
                services provided and supported by a personal log or other contemporaneous
                record kept by the Traveler.

            


    

     

    
      	
              5.2  

            	
              Travelers’
                expense reports submitted as documentation for reimbursement are
                to be
                signed by appropriate management personnel of Supplier and are to
                include
                copies of applicable receipts as supporting
                documentation.

            


    

     

    
      	
              5.3  

            	
              Documentation
                of each business meal should include the names of all individuals
                for whom
                the meal was ordered, the date of the meal, the business purpose,
                the
                relationships between or among the individuals, and a summary of
                the
                business discussion.

            


    

     

    
      	
              5.4  

            	
              A
                per diem allowance for meals, tips, and incidentals, when agreed
                to in
                advance in writing by the Procurement Representatives, shall be in
                lieu of
                any other reimbursement for such expenses and shall not exceed the
                maximum
                per Traveler agreed to by the
                parties.

            


    

     

    
      	
              6.  

            	
              Other
                Expenses

            


    

     

    
      	
              6.1  

            	
              If
                incurred by Supplier exclusively for purposes of
                the Agreement, other costs (such as for document reproduction, computer
                time, air freight, postage telephone, and facsimile) will be reimbursed
                by
                WellPoint only upon submission of documentation satisfactory to
                WellPoint.  Such documentation may include office logs that
                identify specific costs with specific services performed by Supplier
                under
                the Agreement.

            


    

     

    
      	
              7.  

            	
              Subcontractors

            


    

     

    
      	
              7.1  

            	
              If
                Supplier contracts with a third party (“Subcontractor”) for purposes of
                performing Supplier’s obligations under the Agreement, these Guidelines
                shall apply to travel expenses incurred by a Subcontractor and which
                Supplier is obligated to reimburse to the
                Subcontractor.  WellPoint shall not be responsible to pay
                Supplier any amount in excess of Supplier’s actual cost of reimbursing a
                Subcontractor, or the maximum amount permitted by these Guidelines,
                whichever is less. In no event shall WellPoint pay Supplier any
                percentage, fee, administrative charge or other
                mark-up.

            


    

     

    [end
      of Master Exhibit EX]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      EXHIBIT
        PS

      PROFESSIONAL
        SERVICES

    

     

    
      	
              2.1  

            	
              Scope
                of Work.

            


    

     

    
      	
              2.1.1  

            	
              Each
                Statement of Work shall: (i) describe with detail the specifications
                (the
                “Specifications”), Services, project, and/or Deliverables (including
                Works, if any) to be provided or undertaken, (ii)  shall set
                forth the responsibilities of the Supplier and WellPoint regarding
                such
                project(s), Services and/or Deliverables, as applicable, (iii) include
                as
                applicable a description of any relevant project objectives, design
                specifications, locations, schedules, systems, technologies, success
                measures and performance goals; (iv)  contain a detailed
                description of the compensation due to Supplier, payment schedule,
                and any
                related terms; and (v) be dated.

            


    

     

    
      	
              2.2  

            	
              Documentation.

            


    

     

    
      	
              2.2.1  

            	
              Except
                as may be specified by WellPoint in the
                Statement of Work, all Works and any other written materials shall
                be
                fully documented in English in a manner acceptable to
                WellPoint.  Such documentation shall be available to WellPoint
                in both printed and electronic
                form.

            


    

     

    
      	
              2.3  

            	
              Delivery
                of Services and
                Deliverables

            


    

     

    
      	
              2.3.1  

            	
              Supplier
                shall render all Services and deliver all
                Deliverables as and when described in the Statement of Work in a
                manner
                that conforms to the Specifications and provisions set forth within
                the
                Statement of Work.  All Services shall be rendered in accordance
                with high industry standards and within the timeframes set forth
                in this
                Agreement or attachments hereto, as may be revised from time to time
                by
                mutual agreement of the parties.  Deliverables shall be
                produced, completed, documented and delivered in accordance with
                the
                delivery schedule set forth in the governing Statement of Work and
                all
                other applicable requirements set forth in such Statement of
                Work.  Without limiting the foregoing, Supplier and WellPoint
                shall review Supplier’s provision of Services and progress on the
                Deliverables on a regular basis to be determined by
                WellPoint.  All Deliverables shall be of professional and
                workmanlike quality consistent with industry standards and shall
                meet the
                specifications as described in the Statement of Work.  To the
                extent Services are to be performed by Supplier, should Supplier
                fail to
                provide Services in accordance with the warranty in this Section
                2.3,
                Supplier shall re-perform such Services at no additional charge to
                WellPoint; provided that WellPoint gives Supplier notice of
                non-conformance within the warranty period.   This warranty
                shall be valid for a period of [ *] from the performance of the
                services.

            


    

     

    
      	
              2.4  

            	
              Changes
                to
                Specifications.

            


    

     

    
      	
              2.4.1  

            	
              WellPoint
                shall have the right to request a
                change to the Specifications, the scope of Services or the scope
                of the
                Deliverables to be performed by Supplier by describing in writing
                the
                proposed change(s) to Supplier.  Within five (5) business days
                thereafter, Supplier shall submit a written change order proposal
                (the
                “Proposal”) to WellPoint for approval.  The Proposal shall
                include a statement of any adjustments to the charges and any adjustments
                to the delivery schedule resulting from the proposed
                change(s).  Supplier shall use best efforts to accommodate any
                and all such changes proposed by WellPoint in a cost effective and
                time
                efficient manner.  No change shall be effective until an
                amendment to the Statement of Work is executed by duly authorized
                representatives of both
                parties.

            


    

     

    
      	
              2.5  

            	
              Personnel
                Resources.

            


    

     

    
      	
              2.5.1  

            	
              Selection
                and Performance.

            


    

     

    
      	
              2.5.1.1  

            	
              WellPoint
                and Supplier shall cooperate in setting
                staffing requirements and obligations based on the requirements of
                particular projects, Deliverables and/or Services, each Party’s needs to
                develop and maintain skills, and the availability of appropriate
                personnel
                resources (“Resources”), and shall, subject to scheduling and staffing
                consideration, attempt to honor the other Party’s requests with respect to
                any specific individuals.  WellPoint may interview any Resource
                to be assigned to work on WellPoint’s account, or any replacement thereof,
                prior to his/her appointment to the assignment.  WellPoint may
                accept or reject a potential Resource for any lawful and reasonable
                reason
                whatsoever, including but not limited to acceptance or rejections
                based
                upon skills background, and experience required for the services
                to be
                performed by such Resource.  Once the Resource is accepted by
                WellPoint, the first five (5) business days of the assignment is
                probationary.  During this period if the Resource fails to
                perform in accordance with the terms and conditions of the Agreement,
                WellPoint may notify Supplier of WellPoint’s desire that the Resource be
                replaced. If WellPoint gives such notice within the first five (5)
                business days and requests replacement, WellPoint shall not be billed
                for
                any time or costs incurred to train the successor for the replaced
                Resource. .  WellPoint is the sole judge of performance
                capability as it relates to this paragraph, which judgment shall
                be
                reasonable.  Even after the above-described probationary period,
                if at any time that WellPoint determines a Resource is not performing
                in
                accordance with the terms and conditions of the Statement of Work
                governing such performance, WellPoint shall have the right to request
                that
                such Resource be replaced. If Supplier is unable to provide a replacement
                Resource with the skills, background and expertise needed to perform
                the
                services to be provided by such replacement in a reasonable period
                of
                time, WellPoint shall have the right to terminate the Statement of
                Work.  Upon termination, all undisputed invoices for services
                performed by Supplier through the date of termination will be paid
                by
                WellPoint.

            


    

     

    
      	
              2.5.2  

            	
              Limitation
                on Removal of Resource by
                Supplier

            


    

     

    
      	
              2.5.2.1  

            	
              Supplier
                agrees not to remove any Key Resource as
                designated in a Statement of Work or as communicated to Supplier
                by
                WellPoint from time to time as WellPoint becomes familiar with Resources
                and their roles and responsibilities on a project during the time
                period
                for which such individual is contracted hereunder without prior
                consultation with WellPoint.  The parties acknowledge that
                Supplier shall be entitled to remove a Resource due to suspension
                or
                termination of employment, illness, or reasons beyond Supplier’s
                reasonable control.  In the event any Resource is removed before
                termination of the Statement of Work, Supplier shall supply a replacement
                with the skills, background and experience needed to perform the
                services
                to be provided by the replacement to WellPoint as soon as
                possible.  Supplier shall use reasonable efforts to minimize
                turnover of resources and disruption in provision of Services, project
                time frames, and WellPoint’s business and operations.  If
                Supplier is unable to provide such a suitable replacement in a reasonable
                period of time, WellPoint shall have the right to terminate the Statement
                of Work.

            


    

     

    


     

    


     

    
      	
              2.5.3  

            	
              Supplier
                Solely Responsible for Taxes, Filings and Withholdings for Supplier
                Resources.

            


    

     

    
      	
              2.5.3.1  

            	
              Supplier
                shall be solely responsible for and shall indemnify, protect, and
                hold
                WellPoint harmless as to any remittance, reporting, filing, or payment
                of
                any withholding, employment, self-employment, FICA, FUTA or other
                similar
                payments or reporting under state, federal or local law relating
                to the
                Services performed by Supplier’s Resources
                hereunder.

            


    

     

    
      	
              2.5.4  

            	
              Knowledge
                Transfer
                Required.

            


    

     

    
      	
              2.5.4.1  

            	
              Whenever
                a Resource is terminated for any reason, it
                shall be the Supplier’s obligation to use its best efforts to ensure that
                the Resource’s knowledge gained during the engagement is transferred to
                either a WellPoint employee or Third Party Contractors, as WellPoint
                directs, at WellPoint’s option, under an applicable Statement of
                Work.  

            


    

     

    
      	
              2.5.5  

            	
              Solicitation
                for
                Employment.

            


    

     

    
      	
              2.5.5.1  

            	
              Without
                the express written consent of both
                WellPoint and the Supplier, neither firm will solicit, hire, contract
                with, or engage the employment or consulting of services of any employee
                of each other’s respective organization with whom either organization’s
                personnel have had direct contact in the course of performance of
                this
                Agreement, for a period of [ * ] from the day that the Supplier ceases
                to
                provide services to WellPoint under this
                Agreement.

            


    

     

    The
      restrictions in this Section 2.5.6
      shall not apply topersonnel of either Party who, without any direct or
      indirectsolicitation by the hiring Party, respond to a general solicitation
      for
      employment by the hiring Party, or who had no direct involvement in the Services
      performed for WellPoint by Supplier.

    


    If
      a Statement of Work expressly
      provides that WellPointhas the “right to hire” a specific Resource, the
      restrictionsin this Section 2.5.6 shall not apply to that Resource.Instead,
      WellPoint shall have the right, with respect to such Resources, to offer
      employment to the Resource at any time following [ * ] after the date the
      Resource begins providing services to WellPoint.

    


    
      	
              2.6  

            	
              Confidentiality
                Agreement for
                Individuals.

            


    

     

    
      	
              2.6.1  

            	
              Supplier
                shall ensure that all Resources and other personnel and subcontractors
                performing work pursuant to the Agreement agree to and comply with
                the
                terms of the Agreement relating to confidentiality and security and
                shall
                instruct such persons to maintain the confidentiality of all WellPoint
                Confidential Information; and, as to any subcontractors, Supplier
                shall
                require its subcontractors in turn to execute confidentiality agreements
                imposing confidentiality obligations no less restrictive than those
                set
                forth in the Agreement and Supplier shall be solely responsible for
                and
                shall indemnify, protect, and hold WellPoint harmless as to any breaches
                of confidentiality or security by any such
                subcontractors.

            


    

     

    
      	
              3.  

            	
              COMPENSATION.

            


    

     

    
      	
              3.1  

            	
              Overview

            


    

     

    
      	
              3.1.1  

            	
              Subject
                to the terms hereof and in consideration of
                the Services to be rendered and Deliverables to be provided pursuant
                to
                each Statement of Work and for all rights granted to WellPoint with
                respect thereto, Supplier shall be paid undisputed fees set forth
                in the
                applicable Statement of Work pursuant to the payment provisions set
                forth
                in the Master Agreement.  Supplier shall not be entitled to
                additional compensation in connection with additional Services or
                Deliverables unless such additional compensation and services have
                been
                approved in advance in writing by an authorized representative of
                WellPoint.

            


    

     

    
      	
              3.2  

            	
              Rate
                Cards

            


    

     

    
      	
              3.2.1  

            	
              Attached
                as Appendix A hereto is Supplier’s rate card
                of standard fees for services performed under a Statement of Work
                and in
                support of any changes to the Statement of Work that may be agreed
                to by
                the Parties.   Supplier may not increase the rates in the
                rate card until [ * ] and then by not more than [ * ] per
                annum.

            


    

     

    
      	
              4.  

            	
              ADDITIONAL
                REPRESENTATIONS AND
                WARRANTIES.

            


    

     

    
      	
              4.1  

            	
              Overview

            


    

     

    
      	
              4.1.1  

            	
              In
                addition to any other representations and
                warranties contained in this Agreement, the parties agree to the
                following
                additional representations and warranties in this Section
                4.

            


    

     

    
      	
              4.2  

            	
              Delivery
                of
                Deliverables

            


    

     

    
      	
              4.2.1  

            	
              All
                Deliverables developed by Supplier shall be
                delivered within the time set forth in the Statement of Work and
                shall
                function in accordance with the Specifications set forth in such
                Statement
                of Work, where applicable.

            


    

     

    
      	
              4.3  

            	
              Limited
                Access

            


    

     

    
      	
              4.3.1  

            	
              Supplier
                represents and warrants that it will, at all
                times, limit access to WellPoint data (including any applicable Affiliate)
                to those employees or permitted subcontractors(if any) that have
                an actual
                need to access such data for purposes of providing the
                Services.

            


    

     

    [end
      of Exhibit PS]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        EXHIBIT
          PS

        PROFESSIONAL
          SERVICES

      

       
Appendix A

    


    Rate
      Card

    


    Role                                                                           Hourly
      Rate

    


    CSM                                                                           
      [ * ]

    Project
      Manager                                                           [
      * ]

    Senior
      Business
      Analyst                                                [
      * ]

    Managing
      Technical
      Architect                                       [
      * ]

    Technical
      Architect                                                       [
      * ]

    Designer                                                                    
        [ * ]

    Systems
      Engineer                                                          [
      * ]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      EXHIBIT
        LI

      SOFTWARE
        LICENSE and RELATED SERVICES

       

    

    
      	
              1.  

            	
              Construction

            


    

     

    
      	
              1.1  

            	
              This
                Software License and Related Services Exhibit (the “Exhibit”), each order
                schedule (an “Order Schedule”) attached hereto, the Master Agreement and
                its applicable Exhibits constitute the Agreement between the
                Parties.  Defined terms contained in the Master Agreement shall
                apply to this Agreement.  Each Order Schedule (i) will include a
                description of the software licensed therein (the “Software”); (ii) a
                description of any software of third-parties to be delivered with
                in the
                Software (the “Third Party Software”) (iii) is hereby incorporated into
                and made part of the Agreement; (iv) will be consecutively numbered;
                (v)
                will set forth any fees, Delivery Dates (as defined in Section 2.2)
                and
                such other items as may be required by the Agreement or otherwise
                agreed
                to in writing by the Parties.  In the event of a conflict
                between the terms of the Master Agreement (including any Exhibits)
                and the
                terms of any Order Schedule, the terms of the Master Agreement shall
                govern.  Any additional terms and conditions set forth and
                agreed upon in an Order Schedule will apply only to the Software
                licensed
                under such Order Schedule.

            


    

     

    
      	
              2.  

            	
              The
                License

            


    

     

    
      	
              2.1  

            	
              License
                Grant

            


    

     

    
      	
              2.1.1  

            	
              Supplier
                hereby grants WellPoint and its
                Affiliates a nonexclusive, nontransferable, nonsublicensable, irrevocable,
                royalty-free, fully paid-up, worldwide, perpetual right and license
                (the
                “License”) to access and use (including without limitation via remote
                access) the Software and all related documentation (the “Documentation”)
                for the License Term set forth in the Order Schedule.  Supplier
                acknowledges and agrees that (i) the Software may be accessed and
                used by
                the number of users, on the number of computers or equipment, and/or
                at
                number of sites set forth in the Order Schedule, (ii) WellPoint’s agents,
                contractors, consultants and third-party service providers are authorized
                to exercise the rights granted to WellPoint in this Section 2.1 in
                furtherance of services provided to WellPoint, including through
                the
                operation of the Software from international call centers operated
                by
                third party service providers, so long as WellPoint ensures that the
                use of the Software is in accordance with the terms of this Agreement;
                (iii) the Software may be accessed and used in development environments,
                testing environments and disaster recovery environments; and (iv)
                the
                Software may be used for WellPoint’s internal business purposes which may
                include providing data processing services to third
                parties.  WellPoint may not re-license, rent or lease the
                Software or use the Software for third party training, commercial
                timesharing or service bureau use.  In the event that the
                License includes or, by virtue of software escrow release, provides
                WellPoint with Source Materials (as defined in Section 2.9 below)
                the
                License shall grant to WellPoint the right to use, copy, maintain,
                modify
                and make enhancements to the Source Materials (the “WellPoint
                Modifications”).  WellPoint shall own all right, title and
                interest in and to the WellPoint Modifications made by WellPoint
                or any of
                its contractors other than Supplier, including without limitation
                all
                intellectual property rights in and to the WellPoint
                Modifications.

            


    

     

    
      	
              2.2  

            	
              Restrictions

            


    

     

    
      	
              2.2.1

            	
              WellPoint
                shall not copy or use the Software (including the Documentation)
                except as
                specified in this Agreement and applicable Order
                Form.  WellPoint shall have no right to use any Sun
                Microsystems, Inc. software or any other third party software that
                is
                included within the Software except as licensed for and in connection
                and
                within the scope of WellPoint’s use of the Software
                product.  WellPoint acknowledges and agrees that with respect to
                any Chordiant Foundation Server Software licensed under this Agreement,
                that WellPoint may only interact, process and/or use such Software
                in
                conjunction with the specific Client seats licensed to it in a particular
                Order Schedule.

            


    

     

    
      	
              2.2.2

            	
              WellPoint
                agrees not to cause or permit the reverse engineering, disassembly,
                decompilation, or any other attempt to derive source code from the
                Software, except to the extent required to obtain interoperability
                with
                either independently created software or as specified by
                law.

            


    

     

    
      	
              2.2.3  

            	
              Supplier
                shall retain all title, copyright and other proprietary rights in
                the
                Software. Supplier does not acquire any rights, express or implied,
                in the
                Software, other than those specified in this Agreement or in a Statement
                of Work.  WellPoint agrees that, except for cancellation of this
                Agreement under Section 11.4.1 of the Master Agreement due to a failure
                of
                the Software to perform,  it will keep confidential any results
                of benchmark tests relating to functionality or performance  of
                the Software except that it may disclose such results to Third Party
                Servicers who have a reasonable need to know such results in furtherance
                of their service obligations to WellPoint, to WellPoint’s auditors, to
                WellPoint’s attorneys and agents as reasonably required for enforcement of
                any provision of this Agreement, or as may be required by government
                rule
                or regulation.

            


    

     

    
      	
              2.2.4  

            	
              .  Not
                more frequently than annually and on upon reasonable notice at an
                agreed
                time, Supplier (or Supplier’s designee) may audit WellPoint’s use of the
                Software at Supplier’s cost and expense.  Any such audit shall
                be conducted during regular business hours at WellPoint’s facilities and
                shall not unreasonably interfere with WellPoint’s business
                activities.  Supplier agrees that its personnel will comply with
                WellPoint’s reasonable security and confidentiality requirements during
                the audit.  Any payment obligations relating to any audit
                results shall be governed by Section 2.3 of the Master
                Agreement.

            


    

     

    
      	
              2.2.5  

            	
              WellPoint
                acknowledges that any Software licensed under this Agreement shall
                primarily be in object code format.  However, WellPoint
                acknowledges that certain licensed Software may include source code
                based
                files.  WellPoint acknowledges that the Software, its structure,
                organization and any human-readable versions of a software program
                (“Source Code”) constitutes valuable trade secrets that belong to Supplier
                and/or its suppliers.  To the extent that Supplier includes such
                Source Code within its Software and describes such Source Code on
                an Order
                Form, such Source Code Software shall be deemed licensed Software
                under
                the terms of this Agreement and the Order Form.  WellPoint
                agrees not to adapt or translate the Source Code into another computer
                language, in whole or in part.

            


    

     

    
      	
              2.2.6  

            	
              WellPoint
                agrees that it will only disclose the Source Code to authorized employees
                (“Authorized Employees”) and authorized contractors (including Third Party
                Servicers) (“Authorized Contractors”) of WellPoint who (i) require access
                thereto for a purpose authorized by this Agreement, and (ii) have
                been
                informed of and required to maintain the confidentiality of third
                party
                confidential information.  WellPoint agrees that it shall be
                liable for any breach by any Authorized Employees or Authorized
                Contractors of their confidentiality
                obligations.

            


    

     

    
      	
              2.2.7  

            	
              WellPoint
                shall ensure that the same degree of care is used to prevent the
                unauthorized use, dissemination, or publication of the Software’s Source
                Code and the Software as WellPoint uses to protect its own confidential
                information of a like nature, but in no event shall the safeguards
                for
                protecting such Source Code and the Software be less than a reasonably
                prudent business would exercise under similar
                circumstances.  WellPoint shall take prompt and appropriate
                action to prevent unauthorized use or disclosure of such Source Code
                and
                the Software, including, without limitation, storing such Source
                Code only
                on secure central processing units or networks and requiring passwords
                and
                other reasonable physical controls on access to such Source
                Code.

            


    

     

    
      	
              2.2.8  

            	
              WellPoint
                agrees its Authorized Employees and Authorized Contractors will not
                to
                copy the Software’s Source Code or disclose such Source Code to anyone not
                authorized to receive it.  WellPoint shall handle, use and store
                the Software’s Source Code solely at the WellPoint Designated
                Center.

            


    

     

    
      	
              2.3  

            	
              Delivery

            


    

     

    
      	
              2.3.1  

            	
              On
                or before the relevant delivery date set
                forth in the applicable Order Schedule (the “Delivery Date”), Supplier
                will deliver or make available to WellPoint in electronic form the
                Software and relevant Documentation described in such Order
                Schedule.  Software is deemed accepted upon
                delivery.

            


    

     

    
      	
              2.4  

            	
              Form
                of
                Delivery

            


    

     

    
      	
              2.4.1  

            	
              Supplier
                shall deliver to WellPoint a copy of any
                Software licensed pursuant to this Agreement.  Such delivery
                shall, as agreed between the parties, be made either by (a) making
                the
                Software available to WellPoint via an electronic medium, (b) direct
                loading onto a designated WellPoint Server over the Internet, or
                (c)
                Supplier personnel on a “load-and-leave” basis whereby Supplier removes
                all tangible forms of the delivered software upon the completion
                of such
                loading.

            


    

     

    
      	
              2.5  

            	
              Acquisition
                of
                Entities

            


    

     

    
      	
              2.5.1  

            	
              Supplier
                acknowledges that, during the term of the
                Agreement, WellPoint may (i) acquire the assets, stock or other equity
                or
                beneficial interests of an entity, or (ii) merge with entities that
                are
                not, prior to such merger, affiliates of WellPoint (collectively,
                an
                “Acquisition”).  Should an Acquisition occur each entity
                described in sub-sections (i) and (ii) above shall be considered
                an
                “Acquired Entity” subject to provisions within this section
                2.5.

            


    

     

     

    
      	
              2.6  

            	
              Transfer
                of
                Software

            


    

     

    
      	
              2.6.1  

            	
              WellPoint
                may transfer the License at no additional
                cost (i) from the computers, computer workstations, network servers
                and/or
                computer networks, and any other equipment where it is installed
                to any
                other computers, computer workstations, network servers or computer
                networks of WellPoint, or (ii) to another operating system supported
                by
                Supplier so long as WellPoint is currently covered by Maintenance
                Services
                with respect to such Software.

            


    

     

    
      	
              2.7  

            	
              Copies

            


    

     

    
      	
              2.7.1  

            	
              WellPoint
                may make such additional copies of the
                Software and Documentation as it may deem necessary for its use,
                and for
                backup and disaster recovery purposes, subject to the License use
                limitations and other terms of this Agreement and provided that the
                copyright, trademark and other proprietary notices included on such
                Software and Documentation are neither obscured nor
                deleted.

            


    

     

    
      	
              2.8  

            	
              Source
                Code
                Escrow

            


    

     

    
      	
              2.8.1  

            	
              Within
                30 days of Delivery, and at Supplier’s
                expense, Supplier shall place in escrow with Iron Mountain Intellectual
                Property Management, Inc. (the “Escrow Agent”) a fully commented and
                documented copy of the source code form of the Software (the “Source
                Code”), a listing thereof and all relevant technical specifications and
                documentation, including, without limitation, flow charts, algorithms
                and
                subroutine descriptions, memory and overlay maps and other documentation
                of the source code (collectively, together with the Source Code,
                the
                “Source Materials”) pursuant to an escrow agreement in the form attached
                hereto as Attachment ES (the “Escrow
                Agreement”).   Delivery of the Software as required by this
                Agreement will be deemed to include and require delivery of a copy
                of the
                Source Materials to the Escrow Agent under the Escrow
                Agreement.  WellPoint shall be entitled to receive a copy of the
                Source Materials upon the occurrence of a Release Condition, so long
                it is
                current the payment of the escrow fee to the Escrow Agent.  If
                Supplier makes any Updates or corrections to the Software (and WellPoint
                is current in support and maintenance payments), Supplier shall
                simultaneously furnish the Escrow Agent with such Updated or corrected
                copy of the  Source
                Materials.

            


    

     

    
      	
              2.9  

            	
              Section
                365(n)

            


    

     

    
      	
              2.9.1  

            	
              All
                rights and licenses granted under or pursuant to
                this Agreement by Supplier to WellPoint (including without limitation
                the
                License and all rights and licenses granted under the Escrow Agreement)
                (collectively, the “Rights”) are, and shall otherwise be deemed to be, for
                purposes of Section 365(n) of the United States Bankruptcy Code (the
                “USBC”), licenses to rights to “intellectual property” as defined under
                the USBC.  The Parties agree that WellPoint, as licensee of the
                Rights, shall retain and may fully exercise all of its rights and
                elections under the USBC.  The Parties further agree that, in
                the event of the commencement of bankruptcy proceeding by or against
                Supplier under the USBC, WellPoint shall be entitled to retain all
                of the
                Rights.

            


    

     

    
      	
              2.10  

            	
              Electronic
                Self-Help

            


    

     

    
      	
              2.12.1  

            	
              Supplier
                agrees that, in the event of any dispute with WellPoint regarding
                an
                alleged breach of the Master Agreement, Supplier will not use any
                type of
                electronic means to prevent or interfere with WellPoint’s use of any
                Software licensed by Supplier to WellPoint hereunder without first
                obtaining a valid court order authorizing same.   WellPoint
                shall be given notice and an opportunity to be heard in connection
                with
                any request for such a court order.  Supplier understands that a
                breach of this provision could cause foreseeable and substantial
                harm to
                WellPoint and to numerous third parties having business relationships
                with
                WellPoint.  No limitation of liability shall apply to a breach
                of this paragraph.

            


    

     

    
      	
              2.11  

            	
              Export
                Law Compliance

            


    

     

    
      	
              2.11.1  

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

            


    

     

    
      	
              3.  

            	
              Related
                Services

            


    

     

    
      	
              3.1  

            	
              Overview
                of Related Services

            


    

     

    
      	
              3.1.1  

            	
              Supplier
                shall provide WellPoint with such
                customization, configuration, implementation, training and other
                professional services as set forth in the applicable Order Schedule
                (collectively, the “Related
                Services”).

            


    

     

    
      	
              3.2  

            	
              Fees
                for Related Services

            


    

     

    
      	
              3.2.1  

            	
              Supplier’s
                fees for the Related Services (the “Related Services Fees”) shall, as set
                forth in the applicable Order Schedule, either be (i) on a fixed-fee
                basis, or (ii) on a time-and-materials basis (excluding any travel
                time of
                Supplier’s personnel), with the aggregate fees and expenses not to exceed
                the amounts set forth in the applicable Order Schedule.  If the
                Related Services Fees are on a time-and-materials basis, the applicable
                Order Schedule shall set forth the hourly rates for each category
                of
                Supplier’s personnel that will provide the Related
                Services.

            


    

     

    
      	
              3.3  

            	
              Activity
                and Progress
                Reports

            


    

     

    
      	
              3.3.1  

            	
              Supplier
                shall submit daily activity reports to
                WellPoint on a weekly basis at no additional cost to
                WellPoint.  Such daily activity reports shall be in a form
                acceptable to WellPoint, and contain an itemized list of Related
                Services
                rendered by task, individual, rate and days/hours
                worked.  Additionally, as requested by WellPoint from time to
                time, Supplier shall submit to WellPoint detailed progress reports
                at no
                additional cost to WellPoint.  Such progress reports shall
                detail all work performed to date, any variations from any the schedule
                and other requirements set forth in the Order Schedule, and, in the
                case
                of a time-and-materials engagement, an estimate of time and cost
                to
                complete all uncompleted work.

            


    

     

    
      	
              4.  

            	
              Termination

            


    

     

    
      	
              4.1  

            	
              Effect
                of Termination on the
                License.

            


    

     

    
      	
              4.1.1  

            	
              Upon
                termination of an Order Schedule or Maintenance Services for any
                reason,
                WellPoint shall retain the License with respect to any and all Source
                Materials and any third-party software incorporated therein that
                WellPoint
                has paid for, or any portion of the foregoing delivered and paid
                for as of
                the time of such termination; and Supplier shall immediately refund
                to
                WellPoint the pro-rata portion of any related prepaid Maintenance
                Fees.  The foregoing shall be in addition to any other rights
                and remedies available to WellPoint under the Agreement, at law or
                in
                equity.  Upon termination, all undisputed fees for software
                delivered to WellPoint will become due and payable to
                Supplier.  All fees previously paid are non-refundable and
                non-cancelable, except as otherwise provided in the Master Agreement
                or
                above (with respect to Maintenance
                Fees).

            


    

     

    
      	
              4.2  

            	
              Survival

            


    

     

    
      	
              4.2.1  

            	
              In
                addition to any other provisions surviving
                under the Agreement, the following provisions of this Exhibit shall
                survive the expiration or termination of this Exhibit: Sections 2,
                4.1 and
                4.2 of this Exhibit LI.

            


    

     

    
      	
              5.  

            	
              Maintenance
                Services

            


    

     

    
      	
              5.1  

            	
              Overview
                of Maintenance
                Services

            


    

     

    
      	
              5.1.1  

            	
              Supplier
                shall provide WellPoint with support and
                maintenance services in connection with the Software, as further
                described
                in this Section 5 (collectively, the “Maintenance Services”). Supplier
                shall provide Maintenance Services on a twenty-four (24) hour, seven
                (7)
                day week, three hundred sixty-five (365) day per year basis for Class
                1
                Errors and on a five day work week, 8:30 am to 5:30 pm (Pacific standard
                time) basis for Class 2 and Class 3 Errors.  All Supplier
                personnel providing Maintenance Services shall have expertise and
                be fully
                trained in problem identification and resolution relating to the
                Software.  Maintenance Services shall be provided by telephone,
                web site access, direct connection and on-site visits as the situation
                requires; provided that Supplier shall at all times comply with
                WellPoint’s policies and procedures regarding remote
                access.  The initial period for Maintenance Services shall
                commence upon the delivery date of the Software.  Thereafter,
                Supplier shall make available to WellPoint, if WellPoint elects,
                Maintenance Services on an annual basis (each such annual period
                a
                “Maintenance Period”).  Maintenance fees to be charged during
                the term of the Agreement (the Maintenance Fees”) shall be set forth in
                the applicable Order Schedule.  Upon expiration of each
                Maintenance Period, WellPoint shall have the right, in its discretion,
                to
                renew the Maintenance Services for an additional one (1) year Maintenance
                Period.  Supplier shall provide WellPoint sixty (60) days prior
                written notice of the expiration of the then-current Maintenance
                Period
                and WellPoint may renew the Maintenance Services by notifying Supplier
                in
                writing of its election to renew prior to the expiration of the
                then-current Maintenance Period.  Unless otherwise specified in
                an Order Schedule, annual increases to Maintenance Fees shall be
                limited
                to the CPI-U, US City Average, All Items Less Food and Energy (as
                published by the United States Bureau of Labor Statistics) for the
                immediately preceding twelve (12) month period.  Supplier shall
                invoice WellPoint for the Maintenance Fees for each Maintenance Period
                annually, and such Maintenance Fees shall be payable pursuant to
                the
                payment terms set forth in the
                Agreement.

            


    

     

    
      	
              5.2  

            	
              Telephone
                Support

            


    

     

    
      	
              5.2.1  

            	
              As
                part of Maintenance Services, Supplier
                shall provide technical support personnel accessible by toll-free
                telephone for the resolution of technical questions and Software
                errors as
                further described in this Section 5.  Without limitation of the
                foregoing, during each Maintenance Period, Supplier shall provide
                to
                WellPoint, without additional charge, all reasonably necessary telephone
                consultation requested in connection with WellPoint’s use and operation of
                the Software or any problems
                therewith.

            


    

     

    
      	
              5.3  

            	
              Updates
                and
                Corrections

            


    

     

    
      	
              5.3.1  

            	
              As
                part of Maintenance Services, Supplier shall
                promptly (and in no event later than fifteen (15) days after its
                general
                release) make available to WellPoint all modifications, updates,
                enhancements, corrections and new versions of the Software when and
                if
                made generally available in its sole discretion (collectively,
                “Updates”).  WellPoint shall have the right, at no additional
                cost, to test each such Update on test environments.  Supplier
                will support each current version or Update of the Software for a
                period
                of two years, beginning on the date the Update is made generally
                available
                (“GA”) to Supplier’s customers, in accordance with the provisions of this
                Section 5.  For a period of one year thereafter, Supplier will
                continue to support such Update using commercially reasonably efforts
                without reference to the response times (and service credit penalties)
                set
                forth below.  Notwithstanding its actual GA date, the initial
                version of the Software that is initially delivered to WellPoint
                will be
                supported for a period of two years from the date of delivery and
                then one
                additional year thereafter.

            


    

     

    
      	
              5.3.2  

            	
              Update
                shall not include any release, option or future product that Supplier
                licenses separately; however, an Update shall include any subsequent
                release, version, update or upgrade of the Software that repackages
                or
                re-brands the same functionality of the Software as a separately
                licensed
                product.  Additionally, an Update shall not reduce the
                functionality existing within the licensed Software nor affect previous
                customizations to the Software made by the WellPoint.  Supplier
                will not seek to remove or materially reduce functionality from an
                Update
                by repacking such Updates as ‘new products’ such as to require WellPoint
                to acquire such Updates for additional license fees or cost beyond
                payment
                of the Support Fees in accordance with the terms of this Agreement
                and the
                applicable Order Form(s).  Supplier will provide Updates for the
                Software as and when developed for general release in Supplier’s sole
                discretion.  

            


    

     

    
      	
              5.4  

            	
              Error
                Classification; Notice of Errors;
                Response Time

            


    

     

    
      	
              5.4.1  

            	
              Software
                Error Classifications

            


    

     

    
      	
              5.4.1.1  

            	
              Each
                error or problem with the Software (“Error”)
                encountered by WellPoint will be classified by WellPoint into one
                of the
                following classifications:  (i) a “Class 1 Error” is any Error
                that renders continued use of the Software either impossible, seriously
                impractical (including but not limited to being out of regulatory
                compliance) or either interrupts the normal business operations of
                WellPoint or makes continued business operations substantially costly
                to
                WellPoint; (ii) a “Class 2 Error” is any material nonconformance of the
                Software with its specifications, Documentation or the applicable
                Software
                Schedule, that is not a Class 1 Error; and (iii) a “Class 3 Error” is any
                Error that is not a Class 1 Error or a Class 2
                Error.

            


    

     

    
      	
              5.4.2  

            	
              Notification
                of Errors; Response
                Time

            


    

     

    
      	
              5.4.2.1  

            	
              Supplier
                shall provide to WellPoint a list of
                persons (in increasing positions of authority) and their telephone
                numbers
                (the “Calling List”) for WellPoint to contact in order to report an
                Error.  When reporting any Error, WellPoint will provide the
                classification and description of the Error.  If Supplier
                detects or learns of an Error, then Supplier will immediately notify
                WellPoint thereof, and WellPoint will classify such Error in accordance
                with Section 5.4.1.  Supplier shall respond to WellPoint’s
                initial Error reports with off-site telephone consultation, assistance
                and
                advice within one hour for Class 1 Errors and Class 2 Errors, but
                in any
                event, Supplier shall respond within two (2) hours for Class 1 Errors,
                within four (4) hours for Class 2 Errors, and within three (3) business
                days for Class 3 Errors.  If the designated person from the
                Calling List is not available when WellPoint makes contact with Supplier
                to report an Error, then WellPoint may attempt to contact the next
                more
                responsible person on the Calling List until contact is made and
                a
                designated person responds to the
                call.

            


    

     

    
      	
              5.5  

            	
              Correction
                of Errors
                ].

            


    

     

    
      	
              5.5.1  

            	
              Class
                1 Errors and Class 2
                Errors

            


    

     

    
      	
              5.5.1.1  

            	
              For
                any Class 1 Error or Class 2 Error, Supplier
                shall work in good faith using commercially reasonable efforts to
                supply a
                correction to WellPoint as soon as possible.  This will include
                assigning qualified, dedicated staff to work on the Error 24 hours
                per
                day, 7 days per week for Class 1 Errors and during business hours
                for
                Class 2 Errors at Supplier’s support center.  Upon detecting or
                being notified of a Class 1 Error or Class 2 Error, Supplier shall
                immediately assemble the appropriate personnel to analyze the problem,
                identify potential solutions and determine the best plan of action
                (which
                may include providing a temporary work-around acceptable to WellPoint
                until a permanent correction can be provided).  WellPoint shall
                be permitted to participate in this process.  Supplier personnel
                shall be dedicated to resolving the Error until an acceptable correction
                is supplied.  Such determination shall not be deemed to waive
                any rights WellPoint may have.  A Supplier representative shall
                keep WellPoint continuously informed of the status every four
                hours.  If Supplier provides WellPoint with an acceptable
                workaround for a Class 1 Error, such Error will be re-classified
                as a
                Class 2 Error.

            


    

     

    
      	
              5.5.2  

            	
              Class
                3
                Errors

            


    

     

    
      	
              5.5.2.1  

            	
              For
                any Class 3 Error, Supplier shall work
                with WellPoint to document the Error through mutually established
                standards.  Class 3 Errors shall be resolved according to
                mutually agreed priorities.  Supplier personnel shall be
                dedicated to resolving Class 3 Errors through Supplier’s normal software
                support procedures. 

            


    

     

    
      	
              5.6  

            	
              Remedies

            


    

     

    
      	
              5.6.1  

            	
              Class
                1 Errors

            


    

     

    
      	
              5.6.1.1  

            	
              If
                Supplier does not respond and begin to remedy
                any Class 1 Error within twenty-four (24) hours of receipt of such
                request, or shall fail to remedy such Class 1 Error within seventy-two
                (72) hours after receipt of such request, Supplier shall, for each
                such
                failure, provide WellPoint with a credit of [ * ] percent [ * ]of
                the
                annual Maintenance Fee against future Maintenance Fees, for each
                Class 1
                Error that Supplier fails to respond to or remedy the Error,
                respectively.

            


    

     

    
      	
              5.6.2  

            	
              Class
                2 Errors

            


    

     

    
      	
              5.6.2.1  

            	
              If
                Supplier does not respond and begin to remedy any Class 2 Error within
                forty-eight (48) hours of receipt of such request, or shall fail
                to remedy
                such Class 2 Error within five (5) days after receipt of such request,
                Supplier shall, for each such failure, provide WellPoint with a credit
                of
                [ * ] percent [ * ]of the annual Maintenance Fee against future
                Maintenance Fees for each Class 2 Error that Supplier fails to respond
                to
                or remedy the Error, respectively.

            


    

     

    The
      maximum cumulative quarterly credit WellPoint shall be entitled to receive
      from
      Supplier under Sections 5.6.1 and 5.6.2 is [ * ] percent [ * ] of the annual
      maintenance fees but in no event shall credits in the aggregate exceed [ *
      ]
      percent [ * ] of annual maintenance fees.

     

    


     

    
      	
              5.7  

            	
              Exceptions.

            


    

     

    
      	
              5.7.1  

            	 


    

     

    Supplier
      shall have no responsibility to fix any Errors directly resulting from the
      following causes:

     

    
      	
              5.7.1.1  

            	
              any
                modifications or enhancements made by the WellPoint to the Software
                or the
                application specific environment, unless such modifications or
                enhancements have been made by Supplier or approved by Supplier ;
                this
                includes but is not limited to;

            


    

     

    
      	
               

            	
              -
                location of binaries

            


    

     

    
      	
               

            	
              -
                scripts provided by Supplier

            


    

     

    
      	
               

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

            


    

     

    
      	
               

            	
              -
                any application specific operating system permissions or role
                privileges

            


    

     

    
      	
              5.7.1.2  

            	
              Any
                modification or combination of the Software (in whole or in part)
                not made
                by Supplier or its contractors or not approved by Supplier (including
                without limitation any portions of the Software code or Source Code
                customized by WellPoint that is not part of the -Software delivered
                by
                Supplier), but excluding any permitted modifications which have been
                made
                by Supplier or approved by
                Supplier.

            


    

     

    
      	
              5.7.1.3  

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

            


    

     

    
      	
              5.7.1.4  

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

            


    

     

    
      	
              5.7.2  

            	
              WellPoint
                Obligations.

            


    

     

    WellPoint
      agrees to:

     

    
      	
              5.7.2.1  

            	
              Provide
                Supplier with remote access to WellPoint’s Supported Software during the
                term of this Agreement via an electronic link subject to WellPoint’s
                security and accessibility policies, etc.;
                and

            


    

     

    
      	
              5.7.2.2  

            	
              Provide
                any reasonable assistance that Supplier may require from the Project
                Manager or other designated contact and other appropriate WellPoint
                representatives (e.g. network administrator, as the case may be) to
                enable Supplier to provide WellPoint with Support;
                and

            


    

     

    
      	
              5.7.2.3  

            	
              Establish
                and maintain the conditions of the Supported Environment in compliance
                with Supplier Certified Matrix and Technical Stack developed for
                the
                installed release or any environmental operating ranges specified
                by the
                manufacturers of the components of the Designated Center. If any
                material
                deviation from the Certified Matrix and Technical Stack is the direct
                cause of any need for support hereunder and directly affects Supplier’s
                ability to perform within the problem resolution timeframes set forth
                above, then such time frames shall be reasonably relaxed and no service
                credits shall be assessable for the duration of such non-conformity
                in the
                Support Environment..

            


    

     

    
      	
              5.7.2.4  

            	
              In
                the event that the WellPoint fails to comply with the above and this
                necessitates on-site attendance and/or the provision of additional
                Supplier Services, WellPoint agrees to pay Supplier for any time
                and
                expenses associated with such services at Supplier’s then-current time and
                materials rates.

            


    

     

    
      	
              5.7.2.5  

            	
              WellPoint
                agrees to maintain procedures to facilitate reconstruction of any
                lost or
                altered files, data or programs and WellPoint agrees that Supplier
                will
                not be responsible under any circumstances for any consequences arising
                from lost or corrupted data, files or programs which are not attributable
                to Supplier or its subcontractors.  WellPoint is solely
                responsible for carrying out all necessary backup procedures for
                its own
                benefit, to ensure that data integrity can be maintained in the event
                of
                loss of data for any reason and that WellPoint programs can be
                restored.

            


    

     

    
      	
              5.7.2.6  

            	
              WellPoint
                agrees to notify Supplier Product Support promptly of any malfunction
                of
                the Supported Software for which WellPoint seeks support
                hereunder.  .

            


    

     

    
      	
              5.7.2.7  

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

            


    

     

    
      	
              5.7.3  

            	
              Definitions.

            


    

     

    
      	
              5.7.3.1  

            	
              “Designated
                Center” means the computer hardware/operating system, customer-specific
                application, customer-specific relational database(s) (if applicable
                designated on the relevant Order Form or Statement of
                Work.

            


    

     

    
      	
              5.7.3.2  

            	
              “Error”
                means a reproducible defect in the Software when operated on a Supported
                Environment which causes the Software not to operate substantially
                in
                accordance with the Documentation and/or Specifications, as
                applicable.

            


    

     

    
      	
              5.7.3.3  

            	
              “Supported
                Environment” means the hardware and operating system platform which
                Supplier provides Maintenance Services for its customer
                base.

            


    

     

    


     

     [End
      of Exhibit LI]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    WELLPOINT,
      INC.

    MASTER
      AGREEMENT

    


    AGREEMENT
      NUMBER: ________________

    


    Order
      Schedule #1

    


    Date:
      June 28, 2007

    


    


    This
      Order Schedule describes the Software licensed to
      WellPoint, Inc. (“WellPoint”) by Chordiant Software, Inc. (“Vendor”) pursuant to
      the Agreement to which this Order Schedule is attached.

    


     

    1.                      DESCRIPTION
      OF LICENSED SOFTWARE:

     

    


    
      	
              Software
                Product(s)

            	
              Quantity

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

              URN’s
                (no. of)

            
	 	 	 
	
              Chordiant
                Call Center Advisor Browser Edition (CCABE)

            	
              [
                * ]

            	
              Concurrent
                Users

            
	 	 	 
	
              Chordiant
                Foundation Server

            	
              [
                * ]

            	
              CPU

            
	
              -
                Application Components

            	 	 
	
              -
                Business Process Server

            	 	 
	
              -
                Security Server

            	 	 
	
              -
                CTI Server

            	 	 
	
              -
                Persistence Server

            	 	 
	
              -
                Request Server

            	 	 
	
              -
                JDBC Connector

            	 	 
	
              -
                Chordiant Connector for WebSphere MQ

            	 	 
	
              -
                Chordiant Café Server

            	 	 
	 	 	 
	
              Chordiant
                Tools Bundle

            	
              [
                * ]

            	
              Developers

               

            
	
              -
                Chordiant Business Process Designer

            	 	 
	
              -
                Chordiant Café Developer Environment

            	 	 


    

    


    2.                      DELIVERY
      DATE: Date of Execution

    


    3.                      TERM
      OF SOFTWARE LICENSE:

    


    Perpetual,
      commencing on Date of
      Delivery.

    


    


    4.                      SCOPE
      OF LICENSE:

    


    Number
      of WellPoint users: Limited to
      [ * ] Concurrent Users and [ * ] Developers (see above)

    


    Number
      of WellPoint computers: Limited
      to [ * ] CPUs (see above).

    


    Number
      of WellPoint locations:
      Unlimited worldwide.

    


    Number
      of WellPoint customers serviced
      with Software: Unlimited in United States and Canada

    


    Other
      Scope Information: (See Exhibit
      LI to the Agreement)

    


    


    5.                      LICENSE
      FEES:                                                                                     $12,000,000

    


    Payment
      Schedule.

    


    The
      license fee is payable on the following dates in the amounts set forth
      below:

    


    
      	
              Date

            	
              License
                Fee

            
	
              September
                15, 2007

            	
              $6,000,000

            
	
              [
                * ]

            	
              [
                * ]

            
	
              [
                * ]

            	
              [
                * ]

            


    

    


    6.                      SUPPORT
      FEES:                                                                                                $1,800,000

    


    Annual
      Support Fees are based on the level of Support chosen.

    Premier
      Support:                                           15%
      of the License Fee

    


    Support
      from the date of execution of this Order Form through December 31, 2007 will
      be
      provided at no cost to WellPoint.  On or before December 31, 2007,
      WellPoint will pay Vendor $1,800,000 for support for the period of January
      1,
      2008 through December 31, 2008, which fee is non-cancelable and non-refundable.
       At WellPoint’s option, after expiration of the then current support
      period, WellPoint may acquire an additional one year of support services for
      the
      software licensed under this Order Form, for an annual support fee of not less
      than the previous year’s support fee and not more than such support fee
      increased by the annual percentage increase in the CPI-U, US City Average,
      All
      Items Less Food and Energy (as published by the United States Bureau of Labor
      Statistics) for the immediately preceding twelve (12) month period.

    


    


    7.                      PLATFORMS:

    the
      Software may be used by WellPoint
      on the following platforms.

    


    Hardware:
      IBM

    Operating
      System: AIX/WebSphere

    Customer
      Application: __________

    


    8.                      FUTURE
      OPTION
      PRICING.

    


    WellPoint
      shall have the option to license additional quantities of the software products
      listed within this Order Form from Vendor at the following quantities and
      license fees for a period of [ * ] years from execution of this
      agreement:

    


    
      	
              Software
                Product(s)

            	
              Quantity

            	
              License
                Type

               

            
	
              Chordiant
                Call Center Advisor Browser Edition

            	
              [
                * ]

            	
              Concurrent
                Users

            
	
              Chordiant
                Foundation Server

            	
              [
                * ]

            	
              CPUs

            
	
               

              Total
                License Fee for each bundle of [ * ] Concurrent Users and [ * ] CPUs:
                [ *
                ]

            	 	 


    

    


    


    
 

    


    The
      initial annual support and maintenance fee for each bundle of [ * ] additional
      CCABE Concurrent Users and [ * ] additional Foundation Server CPUs will be
      [ *
      ]. If WellPoint acquires additional licenses under this option effective as
      of
      any date that is other than an anniversary of the effective date of the
      Agreement, then the annual “Maintenance Period” (as defined in the Agreement)
      and maintenance payments for each additional license bundle shall commence
      as of
      the actual effective date of such additional license Order Form (and any annual
      maintenance renewal provisions shall be tied to such effective date of such
      additional license Order Form).  Upon mutual written agreement of the
      parties, if WellPoint desires to coordinate the renewal date for support and
      maintenance of any additional license bundle with the renewal date for the
      original licenses, WellPoint shall be entitled to a pro-rated adjustment of
      the
      support fee for any short year that may result from such
      coordination.  At WellPoint’s option, after expiration of the then
      current annual support period, WellPoint may acquire an additional one year
      of
      support services for the subsequently licensed software, for an annual support
      fee of not less than the previous year’s support fee and not more than such
      support fee increased by the annual percentage increase in the CPI-U, US City
      Average, All Items Less Food and Energy (as published by the United States
      Bureau of Labor Statistics) for the immediately preceding twelve (12) month
      period.

    


    Any
      subsequent license based on option detailed above shall be set forth in a
      subsequent Order Form(s).

    


    9.                      OTHER
      INFORMATION:

    


    As
      specified on this Order Form, Vendor shall deliver to the WellPoint Location,
      by
      courier or electronic download, one copy of the Software media and Documentation
      (“Master Copy”) for each Software license specified above for use at the
      Designated Center.  WellPoint shall have the right to make a
      reasonable number of copies of the Software, including Documentation, for each
      of back-up and archival purposes of the Software, and WellPoint shall be
      responsible for installation of the Software; these rights are intended to
      be no
      less restrictive than WellPoint’s rights under the Agreement.  All
      fees due under this Order Form shall be due upon the execution of this Order
      Form and payable as described above, and shall be non-cancelable and the sum
      paid non-refundable.

    


    


    


     [the
      next page is the signature page]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned
      have executed this Order Schedule and hereby incorporate this Order Schedule
      into the Agreement set forth above.

    


    


    
      	
              “Vendor”

              Chordiant
                Software, Inc., a Delaware corporation

               

               

               

               

               

               

            	
              “WellPoint”

              WELLPOINT,
                INC., an Indiana corporation

               

            
	
               

              /s/
                Peter Norman

              signature

              Peter
                Norman

              print
                name

              Chief
                Financial Officer

              title

              June
                28, 2007

              Date

            	
               

              /s/
                William C.
                Cook                                           

              signature

              William
                C.
                Cook                                           

              print
                name

              Vice
                President

              Sourcing
                & Supplier Performance

              title

              June
                28, 2007

              Date

            


    

    


    /s/
      Steven R. Springsteel

    Steven
      R. Springsteel

    President
      & CEO

    June
      28, 2007

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      ES

    


    SOURCEFLEX

    SOFTWARE
      SOURCE CODE ESCROW AGREEMENT

    SOURCEFILE
      ACOUNT
      NUMBER:                                                                                                           

    AGREEMENT
      EFFECTIVE
      DATE:                                                                                     March
      13, 2001

    


    
      	
              1.  

            	
              PARTIES.

            


    

    


    This
      Software Source Code Escrow Agreement, (“Agreement”) effective as of the date
      above, is between SourceFile, LLC, a California limited liability company doing
      business as SourceFile (“SourceFile”) located at 2201 Broadway, Suite 703,
      Oakland, California 94612, Chordiant Software, Inc., located at 20400 Stevens
      Creek Boulevard, Suite 400, Cupertino, California 95014 (“Depositor”), and each
      Beneficiary described in Paragraph 3.4 (each a “Beneficiary”, collectively the
“Beneficiaries”).

    


    
      	
              2.  

            	
              RECITALS.

            


    

    


    
      	
              2.1  

            	
              Depositor
                licenses software to Beneficiary in object code from (the Software”)
                pursuant to a software license agreement (“License Agreement”). “Source
                Material” means the Software in source code form (“Source Code”),
                including all relevant documentation and instructions to maintain,
                duplicate and compile the Source Code. The Software and Source Material
                are the proprietary and confidential information of Depositor, and
                Depositor desires to protect such ownership and confidentiality.
                A
                description of the Software subject to this Agreement as the date
                hereof
                is attached hereto as Exhibit “A”. With the addition of new
                Beneficiaries pursuant to Paragraph 3.4, a description of the
                software (the “Software Package” or “Software Packages”) subject to this
                agreement must be noted in Exhibit “B” for each respective new
                Beneficiary.

            


    

    


    
      	
              2.2  

            	
              The
                purpose of this Agreement is to establish an escrow to protect Depositor’s
                ownership and confidentiality of the Software and Source Material
                and to
                protect Beneficiary’s legitimate use of the Software by assuring the
                availability of the Source Material in the event of certain conditions
                set
                forth in Paragraph 3.5 of this
                Agreement.

            


    

    


    
      	
              2.3  

            	
              The
                parties desire that this Agreement be an agreement supplementary
                to the
                License Agreement pursuant to the United States Bankruptcy Code § 365
                (n).

            


    

    


    
      	
              2.4  

            	
              In
                consideration of the mutual covenants and conditions contained in
                this
                Agreement, the parties agree as
                follows.

            


    

    


    
      	
              3.  

            	
              SOURCE
                MATERIAL ESCROW
                PROCEDURES.

            


    

    


    
      	
              3.1  

            	
              Delivery
                of Source Material and Updates to SourceFile. Within sixty (60) days
                after acceptance of the Software, Depositor shall deliver to SourceFile
                the Source Material in a sealed Parcel (the “Parcel”). Depositor shall
                also deliver to SourceFile any Source Material revisions and/or new
                versions which are determined by Depositor to constitute update releases
                (“Update(s)”). Updates shall be added to and become part of the Source
                Material. With each delivery of the Source Material and Updates,
                Depositor
                agrees to provide the information specified in Exhibit A.
                “Description of the Software,” a copy of which is attached hereto and
                incorporated herein by reference. Title and ownership of the media
                upon
                which the Source Material is stored, exclusive of the Source Material
                itself, shall vest with the SourceFile upon delivery of the
                Parcel.

            


    

    


    
      	
              3.1.1  

            	
              Delivery
                of Encrypted Updates to SourceFile. Pursuant to acceptable
                instructions from SourceFile, Depositor shall have the option to
                encrypt
                Updates (“Encrypted Update(s)”) and transmit the Encrypted Update over the
                Internet to SourceFile’s File Transfer Protocol site (“FTP Site”).
                SourceFile shall not be liable to Depositor or Beneficiary of any
                Encrypted Update, or any part thereof, that is transmitted over the
                Internet to SourceFile’s FTP Site but is not received in whole or in part,
                or for which no notification of receipt is given pursuant to Paragraph
                3.2.

            


    

    


    
      	
               

            	
              3.2
                Acknowledgement of Receipt by SourceFile. SourceFile shall promptly
                notify Depositor and Beneficiary of receipt of the initial Parcel
                by
                courier, registered mail or Poste CS (the electronic courier service
                of
                the United States Postal Service). Notification of receipt of Updates
                and
                Encrypted Updates will be promptly sent by E-Mail to the E-mail address
                described in the Notices section of this Agreement and posted to
                a page at
                SourceFile’s website (www.sourcefile.com) reserved for Depositor
                and Beneficiary. SourceFile shall provide Depositor and Beneficiary
                with a
                user identification name and password as required to access said
                page.

            


    

    


    
      	
               

            	
              3.3
                Record Keeping Storage, Copies and Inspection of Source Material.
                SourceFile shall have no obligation to determine the completeness,
                accuracy or physical condition of the contents of the Parcel, or
                whether
                the Parcel contains the Source Material. Depositor and Beneficiary
                shall
                be entitled to inspect the records that SourceFile maintains during
                normal
                business hours and following reasonable prior
                notice.

            


    

    


    
      	
               

            	
              3.4
                Qualified Beneficiaries. Beneficiary shall have the right to
                enforce the Source Material Release Procedures described in Paragraph
                3.6
                only if (i) Beneficiary is a party to a License Agreement with the
                Depositor that is in force and not in default by Beneficiary, and
                (ii) all
                fees are paid to SourceFile.  All other licensees of the
                Software shall have no rights hereunder and SourceFile shall have
                no
                duties to such licensees. Additional Beneficiaries may be added only
                upon
                Depositor’s written notice to SourceFile and execution and delivery by
                such new Beneficiary of Exhibit
“B.”

            


    

    


    
      	
               

            	
              3.5
                Release Conditions. The following events shall be considered
                “Release Conditions”.

            


    

    


    
      	
               

            	
              3.5.1    Depositor
                requests in writing that SourceFile release the Source Material to
                Beneficiary; or

            


    

    


    
      	
               

            	
              3.5.2   Depositor
                has filed, or has had filed against it, any proceeding in bankruptcy
                or
                for reorganization under any federal or state bankruptcy law, any
                receivership of all or a substantial part of Depositor’s assets or
                business, or any other proceeding for debt relief, and such proceeding
                has
                not been dismissed ninety (90) days after it has begun,
                or

            


    

    


    
      	
               

            	
              3.5.3   Depositor
                has materially breached its maintenance obligations pursuant to any
                maintenance agreement entered into by and between Depositor and
                Beneficiary, and Depositor has not cured such maintenance breach
                within
                sixty (60) days after receiving written notice thereof from
                Beneficiary.

            


    

    


    
      	
               

            	
              3.6
                Source Material Release Procedures. SourceFile shall hold the
                Source Material pursuant to the following terms and
                conditions.

            


    

    


    
      	
               

            	
              3.6.1    In
                the event SourceFile is notified in writing of a Release Condition
                (the
                “Release Condition Notice”), and provided that SourceFile has been paid
                all fees and costs then due and owing, then SourceFile shall promptly
                deliver a copy of the Release Condition Notice to
                Depositor.

            


    

    


    
      	
               

            	
              3.6.2    If
                SourceFile does not receive Contrary Instructions (defined below)
                from
                Depositor in response to the Release Condition Notice within thirty
                (30)
                days of SourceFile’s delivery to Depositor of the Release Condition
                Notice, then SourceFile shall deliver a copy of the Source Material
                to
                Beneficiary. “Contrary Instruction” are defined as Depositor’s written
                notice to SourceFile with a a copy to the subject Beneficiary, stating
                that the Release Condition has not occurred or has been
                cured.

            


    

    


    
      	
               

            	
              3.6.3    If
                SourceFile receives Contrary instruction from Depositor within thirty
                (30)
                days of SourceFile’s delivery to Depositor of the Release Condition
                Notice, then SourceFile shall not deliver a copy of the Source Material
                to
                the Beneficiary, but shall continue to hold the Parcel until: (1)
                otherwise directed by the Depositor and Beneficiary jointly in writing;
                (2) five (5) business days after SourceFile has received a copy of
                an
                order or judgment of a court of competent jurisdiction directing
                SourceFile as to the disposition of the Source Material; or (3) five
                (5)
                business days after SourceFile has received a copy of the final decision
                of an arbitrator directing SourceFile as to the disposition of the
                Source
                Material.

            


    

    


    
      	
               

            	
              3.7
                Interpleader. Upon receipt of Contrary Instruction from Depositor,
                SourceFile shall have the absolute right, at SourceFile’s election, to
                file an action in interpleader requiring the Depositor and Beneficiary
                to
                answer and litigate their several claims and rights amongst themselves.
                SourceFile is hereby authorized to comply with the applicable interpleader
                statutes of the State of California in this
                regard.

            


    

    


    
      	
               

            	
              3.8
                License Grant; Beneficiary Use of Source Material. If, and only if,
                any or all of the Source Material is released to Beneficiary pursuant
                to
                Paragraph 3.6 (Source Material Release Procedures), Depositor hereby
                grants Beneficiary the right to use such Source Material solely for
                the
                purpose of correcting errors in the Software under the terms of the
                License Agreement.

            


    

    


    
      	
               

            	
              3.9
                Beneficiary Obligations of
                Confidentiality.

            


    

    


    
      	
               

            	
              3.9.1    Beneficiary
                acknowledges and agrees that use of the Source Material is furnished
                to
                Beneficiary on a confidential and secret basis for the sole and exclusive
                use of Beneficiary and not for sale, sublicense, or disclosure to
                third
                parties. In the event that Beneficiary obtains the Source Material
                pursuant to the terms hereof, Beneficiary agrees that it will not
                (a)
                publish, disclose or otherwise divulge the Source Code to any person,
                except officers and employees of Beneficiary who are instructed to
                keep
                the Source Material confidential and who need access to the Source
                Material to perform their duties, or (b) permit its officers or employees
                to so divulge any Source Material.

            


    

    


    
      	
               

            	
              3.9.2    Beneficiary
                agrees to take all necessary steps to prevent unauthorized disclosure
                of
                the Source Material, including but not limited to the following:
                (a) The
                building in which Beneficiary uses the Source Material shall have
                restricted access twenty-four (24) hours a day; (b) The Source Material,
                shall be used only in a location within such building to which access
                is
                further restricted to persons authorized to use the Source Material;
                (c)
                Beneficiary shall prevent telephone or other remote access to the
                Source
                Material from other locations; (d) Beneficiary may make only one
                (1)
                machine-readable copy of the Source Material solely for backup and
                archival purposes; (e) The Source Material shall be installed only
                on a
                single computer system which is password protected and all Source
                Material
                files will be password protected; and (f) Beneficiary shall reproduce
                and
                include all copyright and other proprietary notices appearing in
                or on any
                and all Source Material provided to Beneficiary on any copy made
                by
                Beneficiary.

            


    

    


    
      	
               

            	
              4.
                TERM AND
                TERMINATION.

            


    

    


    
      	
               

            	
              4.1
                Term of Agreement. This Agreement shall have an initial term of
                three (3) years from the date hereof unless earlier terminated as
                provided
                herein. The term shall be automatically renewed on a yearly basis
                thereafter, unless Beneficiary, Depositor, or SourceFile notifies
                the
                other parties in writing at least forty-five (45) days prior to the
                end of
                the then current term of its intention to terminate this
                Agreement.

            


    

    


    
      	
               

            	
              4.2
                Termination of Agreement. This Agreement shall terminate upon the
                occurrence of any of the following.

            


    

    


    
      	
               

            	
              4.2.1   Upon
                notice after the initial term pursuant to Paragraph 4.1 or upon notice
                by
                Depositor pursuant to Paragraph 5.1 after an increase of fees and
                costs,

            


    

    


    
      	
               

            	
              4.2.2    Upon
                release of the Source Material pursuant to Paragraph 3.5, provided
                however
                that upon termination of the License Agreement of one or more but
                not all
                Beneficiaries, then this Agreement shall terminate only as to that
                Beneficiary/ies.

            


    

    


    
      	
               

            	
              4.2.3    In
                the even of non-payment of fees due SourceFile or its authorized
                representative, SourceFile shall provide written notice of non-payment
                to
                all parties to this Agreement. If the amount past due is not received
                within thirty (30) days of the date of Depositor’s receipt of said notice,
                then SourceFile shall have the right to terminate this Agreement
                by
                sending written notice of termination to all parties; provided, however
                that if payment is due from a Beneficiary and not from Depositor,
                then
                this Agreement shall terminate as to that Beneficiary only. SourceFile
                shall have no obligation to take any action under this Agreement
                so long
                as any amount due SourceFile remains unpaid after such written notice.
                Any
                party may cure past amounts due, whether or not obligated under this
                Agreement.

            


    

    


    
      	
               

            	
              4.3
                Return of Source Material. In the event of termination of this
                Agreement, SourceFile shall return any Source Material in its possession
                to Depositor forthwith. If SourceFile is unable to locate Depositor,
                after
                reasonable attempts to do so within 90 days from the date of termination
                of this Agreement, then SourceFile will destroy the Source
                Material.

            


    

    


    
      	
               

            	
              4.4
                Survival of Terms. In the event of termination of this Agreement,
                the rights and obligations of the parties shall terminate, other
                than the
                obligation of Depositor and/or Beneficiary to pay SourceFile all
                fees and
                costs then due, and (without limiting the terms and conditions of
                the
                License Agreement) the obligations of Depositor and Beneficiary pursuant
                to 3.9 (Beneficiary Obligations of Confidentiality; Liability), Section
                11
                (Limitation of Liability of SourceFile), Section 12 (Indemnification
                of
                SourceFile), and the Paragraph titled, “Attorneys’ Fees,” in the Section
                titled, “Miscellaneous Provisions.”

            


    

    


    5.
      COMPENSATION OF SOURCEFILE.

    


    
      	
               

            	
              5.1
                Depositor and/or Beneficiary shall pay SourceFile for its services
                rendered hereunder in accordance with SourceFile’s then current schedule
                of fees and costs, a copy of which is attached hereto as Exhibit
“C,”
                subject to Depositor’s or Beneficiary’s obligation for fees and costs
                described in Exhibit “B.” SourceFile may increase its fees and costs
                annually, but in such event Depositor may terminate this agreement
                by
                giving SourceFile written notice of termination within thirty (30)
                days of
                notice of such increase, whereupon termination shall be effective
                thirty
                (30) days after delivery of written notice of
                termination.

            


    

    


    
      	
               

            	
              5.2
                So long as it has not been pain in full, SourceFile shall not be
                required
                to perform any service after written notice of insufficient payment
                is
                delivered to Depositor.

            


    

    


    
      	
               

            	
              5.3
                Payment is due SourceFile within 30 days from the date of invoice
                to
                either party to this Agreement. If invoiced fees are not paid within
                the
                30-day period, SourceFile may charge interest on past due amounts
                at the
                rate of one and one-half percent per month (18% per annum) from the
                date
                of the invoice or the highest amount permitted by law, whichever
                is
                less.

            


    

    


    
      	
               

            	
              6.
                REPRESENTATIONS AND WARRANTIES OR DEPOSITOR. Depositor represents
                and warrants that the Parcel and any electronic deliverables will
                include
                a packing list describing the
                contents.

            


    

    


    
      	
               

            	
              7.
                TECHNICAL
                VERIFICATION.

            


    

    


    
      	
               

            	
              7.1
                Upon the Source Code being deposited with SourceFile, SourceFile
                shall
                from time to time perform those tests in accordance with its advertised
                SCORE Program, SCORE being an acronym for “Source Code
                Observation Review and Evaluation.” SourceFile shall
                provide a copy of the SCORE test report to the parties to this
                Agreement.

            


    

    


    
      	
               

            	
              7.2
                Beneficiary shall be entitled to require that SourceFile carry out
                a full
                technical verification for the sole purpose of verifying that the
                Source
                Material matches the items identified by Depositor in the packing
                list.
                Any reasonable charges and expenses incurred by SourceFile in carrying
                out
                a full verification will be paid by the
                Beneficiary.

            


    

    


    
      	
               

            	
              7.3
                Subject to the provision of Paragraphs 7.1 and 7.2, SourceFile shall
                bear
                no obligation or responsibility to any person, firm, company or entity
                whatsoever to determine the existence, relevance, completeness, accuracy,
                effectiveness or any other aspect of the Source
                Material.

            


    

    


    
      	
               

            	
              8.
                LICENSE.

            


    

    The
      Depositor hereby grants a license to SourceFile solely to make as many copies
      of
      the Source Material as necessary to comply with its obligations under this
      Agreement.

    


    
      	
               

            	
              9.
                INTELLECTUAL PROPERTY
                RIGHTS.

            


    

    The
      release of the Source Material to the Beneficiary will not act as an assignment
      of any intellectual property rights that the Depositor possesses in the Source
      Material.

    


    
      	
               

            	
              10.
                RESTRICTION ON ACCESS TO SOURCE MATERIAL;
                COPIES.

            


    

    Except
      as otherwise required to carry out its duties hereunder, SourceFile (a) shall
      not permit any SourceFile employee, Beneficiary or any other person access
      to
      the Source Material except as otherwise provided herein, unless consented to
      in
      writing by Depositor, and (b) shall not divulge or disclose or otherwise make
      available to third parties, or make any use whatsoever of, the Source Material
      or any information deposited with it by Depositor in connection with this
      Agreement without the express prior written consent of Depositor.

    


    
      	
               

            	
              11.
                LIMITATION OF LIABILITY OF
                SOURCEFILE.

            


    

    SourceFile
      may act in reliance on any electronic mail or written notice, instruction or
      request furnished to SourceFile hereunder signed or presented by an officer
      or
      other person designated in writing by Depositor or Beneficiary, as applicable,
      to act on such party’s behalf and all such persons are conclusively deemed to
      have such authority. No action or claim against SourceFile arising under this
      Agreement may be instituted more than one (1) year after the event giving rise
      to such action or claim. SourceFile shall not be liable for any special,
      incidental, or consequential damages (including lost profits) arising out of
      this Agreement even if SourceFile has been apprised of the possibility of such
      damages.

    


    
      	
               

            	
              12.
                INDEMNIFICATION OF
                SOURCEFILE.

            


    

    Except
      as to obligations set forth in Paragraph 10 (Restriction on Access to Source
      Material; Copies), Depositor and Beneficiary shall jointly and severally
      indemnify, defend and hold harmless SourceFile and its agents and employees
      (collectively “SourceFile”) from any and all claims, demands, liability, costs
      and expenses, including attorney’s fees, incurred by SourceFile directly or
      indirectly arising from or relating to the Source Material and/or SourceFile’s
      performance of its duties under this Agreement; provided, however that this
      indemnity shall not extend to SourceFile’s gross negligence, willful or reckless
      misconduct.

    


    
      	
               

            	
              13.
                NOTICES.

            


    

    Except
      as otherwise provided herein for notice of Updates posted to a page at
      SourceFile’s web site pursuant to Paragraph 3.2, all notices, requests, demands,
      or other communications under this Agreement shall be in writing. Notice shall
      be sufficiently given for all purposes as follows:

    


    
      	
               

            	
              13.1
                Personal Delivery. When personally delivered to the recipient.
                Notice is effective on delivery.

            


    

    


    
      	
               

            	
              13.2
                Electronic mail. When sent via electronic mail. Notice is effective
                on receipt.

            


    

    


    
      	
               

            	
              13.3
                First-class mail. When mailed first-class to the last address of
                the recipient known to the party giving notice. Notice is effective
                three
                (3) mail days after deposit in a United States Postal Service office
                or
                mailbox.

            


    

    


    
      	
               

            	
              13.4
                Certified Mail. When mailed certified mail, return receipt
                requested. Notice is effective on receipt, if delivery is confirmed
                by a
                return receipt.

            


    

    


    
      	
               

            	
              13.5
                Overnight Delivery. When delivered by private overnight delivery
                service such as Federal Express, Airborne, United Postal Service,
                or DHL
                Worldwide Express, charges pre-paid or charged to the sender’s account.
                Notice is effective on delivery, if delivery is confirmed by the
                delivery
                service.

            


    

    


    
      	
               

            	
              13.6
                Facsimile Transmission. When sent by facsimile to the last
                facsimile number of the recipient known to the party giving notice.
                Notice
                is effective on receipt, provided that (a) a duplicate copy of the
                notice
                is promptly given by first-class or certified mail, or (b) the receiving
                party delivers a written confirmation of receipt. Any notice given
                by
                facsimile shall be deemed received on the next business day if it
                is
                received after 5:00 p.m. (recipient’s time) or on a non-business
                day.

            


    

    


    
      	
               

            	
              TO
                DEPOSITOR:

            


    

    
      	
               

            	
              Chordiant
                Software, Inc.

            


    

    20400
      Stevens Creek Boulevard, Suite 400

    Cupertino,
      California 95014

    Phone:
      (408) 517-6100

    Facsimile:
      (408) 517-0270

    E-Mail:
      david.brown@chordiant.com

    Purchase
      Order# (if applicable): ______________________________

    


    TO
      SOURCEFILE:

    2201
      Broadway, Suite 703

    Oakland,
      California, California 94612

    Attn:
      Escrow Administration

    Phone:
      510.419.3888

    Facsimile:
      510.419.3875

    E-Mail:
      escrow@sourcefile.com

    


    TO
      BENEFICIARY: As set forth in Exhibit “B”.

    


    
      	
               

            	
              13.7
                Any correctly addressed notice that is refused, unclaimed, or
                undeliverable because of an act or omission of the party to be notified
                shall be deemed effective as of the first date that said notice was
                refused, unclaimed, or deemed undeliverable by the postal authorities,
                messenger, or overnight delivery
                service.

            


    

    


    
      	
               

            	
              13.8
                Any party may change its address or facsimile number by giving the
                other
                party notice of the change in any manner permitted by this
                Agreement.

            


    

    


    
      	
               

            	
              14.
                MISCELLANEOUS
                PROVISIONS.

            


    

    


    
      	
               

            	
              14.1
                Entire Agreement; Acknowledgement. This Agreement and all
                agreements, exhibits, and schedules referred to in this Agreement
                constitute the final statement of the terms of the Agreement between
                the
                parties and supersede all prior and contemporaneous understandings
                or
                agreements of the parties.

            


    

    
      	
               

            	
              14.2
                Modification of Agreement. No supplement, amendment, or
                modification of this Agreement shall be binding unless it is in writing
                and signed by all parties.

            


    

    
      	
               

            	
              14.3
                Ambiguities. Each party and its counsel have participated fully in
                the review and revision of this Agreement. Any rule of construction
                to the
                effect that ambiguities

            


    

    are
      to be resolved against the drafting party shall not apply in interpreting this
      Agreement.

    
      	
               

            	
              14.4
                Waiver. No waiver of a breach, failure of a condition, or any right
                or remedy contained in or granted by the provisions of this Agreement
                shall be effective unless it is in writing and signed by the waiving
                party.

            


    

    
      	
               

            	
              14.5
                Headings. The headings in this Agreement are included for
                convenience only and shall neither effect the construction or
                interpretation of any provision in this Agreement nor affect any
                of the
                rights or obligations of the parties to this
                Agreement.

            


    

    
      	
               

            	
              14.6
                Promotion. The parties agree that from time to time during the term
                of this Agreement, SourceFile shall be entitled to include Depositor
                and/or Beneficiary, as the case may be in lists of its customers
                that
                SourceFile uses in its promotional material. SourceFile may not use
                Depositor’s or Beneficiary’s name for any other publicity or promotional
                purposes without the prior written consent of such
                party.

            


    

    
      	
               

            	
              14.7
                Attorney’s Fees. In any litigation or other proceeding by which one
                party either seeks to enforce its rights under this Agreement (whether
                in
                contract, tort, or both) or seeks a declaration of any rights or
                obligations under this Agreement, the prevailing party shall be awarded
                reasonable attorneys’ fees, together with any costs and expenses, to
                resolve the dispute and to enforce the final
                judgment.

            


    

    
      	
               

            	
              14.8
                Choice of Law, Jurisdiction, Venue. This Agreement shall be
                governed by and construed in accordance with the laws of the State
                of
                California as such laws apply to contracts between California residents
                performed entirely within California. Any action or proceeding arising
                from or relating to this Agreement may be brought in a federal court
                in
                the Northern District of California or in state court in Santa Clara
                County, California, and each party irrevocably submits to the jurisdiction
                and venue of any such court in any such action or
                proceeding.

            


    

    
      	
               

            	
              14.9
                Severability. If a court of competent jurisdiction holds any
                provision of this Agreement to be illegible, unenforceable, or invalid
                in
                whole or in part for any reason, the validity and enforceability
                of the
                remaining provisions, or portions of them, will not be
                affected.

            


    

    


    
      	
               

            	
              IN
                WITNESS WHEREOF, the parties have executed this Agreement as of the
                date
                below the signatures.

            


    

    


    
      	
              DEPOSITOR

            	
              SourceFile

            


    

    
      	
               

            	
              SourceFile
                LLC, A California limited

            


    

    Chordiant
      Software,
      Inc.                                                                                Liability
      Company

    


    By:
      /s/ Cary G.
      Morgan                                                                      By:           /s/
      Aaron Gardner

    Name:
      Cary G.
      Morgan                                                                      Name:     Aaron
      Gardner

    Title:
      Acting Chief Financial
      Officer                                                           Title:        Client
      Services Asst. Director

    Date:
      March 6,
      2001                                                                         
Date:       March
      13, 2001