ex1086.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
10.86

       

    

     

     

    

    


    


    ADDENDUM
“C”

    


    TO MASTER SERVICES
AGREEMENT

    


    


    This
agreement between Ness
USA, Inc., located at
160 Technology Drive, Canonsburg, PA 15317 (“SUPPLIER”) and Chordiant Software, Inc.
located at 20400 Stevens Creek Blvd., Cupertino, CA 95014 (“CHORDIANT”) is an
Addendum dated this 1st day of
January, 2009, (the “Addendum”) to the Master Services Agreement executed on
December 15, 2003 (the “Agreement”) between SUPPLIER and CHORDIANT.

    


    WHEREAS
the parties hereto wish to modify certain terms of the Agreement and to
memorialize additional terms, as more fully set forth below.

    


    Accordingly,
in consideration of the promises and covenants set forth below, the parties
agree as follows, intending to be legally bound:

    


    


    
      	
              1.  

            	
              The
      term of this Agreement shall be extended through and including December
      31, 2011.

            


    

    


    
      	
              2.  

            	
              CHORDIANT
      shall receive a [**] discount on the current EDC billing rate of [**] per
      billable person per month for Calendar Quarter Four (4) in the year
      2008.

            


    

    


    
      	
              3.  

            	
              For
      calendar year 2009, CHORDIANT shall receive a discount on the current EDC
      billing rate of [**] per billable resource per month in the event that the
      billable headcount for a given month is in accordance with the discount
      structure.  The discount structure shall be as
      follows:

            


    

    


    
      	
               
      

            	
              Discount Structure per
      billable headcount

            


    

    
      	
              ·  

            	
              In
      the event that billable headcount shall equal or exceed [**] resources,
      CHORDIANT shall receive a [**]
discount.

            


    

    


    
      	
              ·  

            	
              In
      the event that billable headcount shall be between [**] and [**]
      resources, CHORDIANT shall receive a [**]
  discount.

            


    

    


    
      	
              ·  

            	
              In
      the event that billable headcount shall be between [**] and [**]
      resources, CHORDIANT shall receive a [**]
  discount.

            


    

    


    
      	
              ·  

            	
              In
      the event that billable headcount shall be below [**] resources, CHORDIANT
      shall not receive a discount and the full [**] rate shall
      apply.

            


    

    


    


    
      	
              4.  

            	
              In
      addition to the remedies for termination for convenience provided in
      Section 24.1 of the Agreement titled Termination for Convenience and in
      addition to the fees for Transfer outlined in Section 30 and Exhibit 22 of
      the Agreement, in the event that CHORDIANT terminates for convenience
      through and including December 31st,
      2009 or in the event CHORDIANT executes the Transfer Option in accordance
      with Section 30 through and including December 31st,
      2009, SUPPLIER shall receive a termination penalty (the “Termination for
      Convenience penalty”) from CHORDIANT.  The Termination for
      Convenience penalty shall be equal to the cumulative difference between
      the actual amount paid for each of the billable resources on-board during
      calendar year 2009 up to the date of termination and the amount CHORDIANT
      would have paid under the [**] per billable resource per month for each
      such billable resource up to a maximum amount of $450,000. The Termination
      for Convenience penalty shall not exceed
  $450,000.

            


    

    


    
      	
              5.  

            	
              Such
      Termination for Convenience penalty described in Section 4 of this
      Addendum shall not be applicable to CHORDIANT after December 31st,
      2009.  If CHORDIANT terminates for convenience after December
      31st,
      2009, CHORDIANT shall only pay the Termination Fee, if any, as determined
      in accordance with Attachment 4-C, Termination Fee, of Exhibit 4 in
      accordance with Section 24.1 of the Agreement titled Termination for
      Convenience. If CHORDIANT exercises the Transfer Option in accordance with
      Section 30 after December 31st,
      2009, SUPPLIER shall not receive any termination penalty as specified in
      Section 4 above.

            


    

    


    
      	
              6.  

            	
              Further,
      the Termination for Convenience penalty described in Section 4 of this
      Addendum shall not apply at any time in the event that CHORDIANT
      terminates the Agreement for any other reason apart for termination for
      convenience in accordance with Section
24.1.

            


    

    


    
      	
              7.  

            	
              The
      then-current rate per billable resource per month for the months of
      October 2009 and October 2010, respectively, as determined in accordance
      with this Addendum, shall be used as the cost basis for the billing rate
      negotiations for the calendar years 2010 and 2011,
      respectively.  CHORDIANT and SUPPLIER shall by written mutual
      agreement agree on a billing rate for calendar years 2010 and 2011 in
      accordance with Section 17.2 titled Adjustments; provided that if the
      parties mutually agree in good faith, each in their sole discretion, that
      the economic situation in any given calendar year so warrants, then they
      may agree to a rate increase not to exceed [**] total for the next
      calendar year.  The parties agree that all rate increase
      discussion and agreements must be made no later than November 15, 2009 and
      November 15, 2010 respectively, for the calendar years 2010 and 2011,
      respectively.  For the sake of clarification, the discount
      structure set forth in Paragraph 3 above shall not apply to the billing
      rates for calendar years 2010 and
2011.

            


    

    


    
      	
              8.  

            	
              The
      buffer resource and four (4) week training period shall remain in
      accordance with Section 11.4(e) of the Agreement titled Staff Training and
      Section 11.6 of the Agreement titled Supplier Buffer
      Resources.  At such times as staffing vacancies occur or new
      positions are created, CHORDIANT agrees to use a good faith effort to
      utilize existing and trained buffer resources whom CHORDIANT deems
      qualified to fill such positions. In such cases, no free period will apply
      where the buffer resource has spent a minimum of 4 weeks in
      training.

            


    

    


    
      	
              9.  

            	
              With
      the exception of the foregoing changes, the terms and conditions of the
      Agreement shall remain in full force and
effort.

            


    

    


    


    IN
WITNESS WHEREOF, the parties have executed this Addendum, intending to be
legally bound, as of the day and year written above.

    


    Accepted
by:                                                                                     Accepted
by:

    


    


    


    /s/ Rocco
Cozza                                                             
/s/ Peter S.
Norman                                                      

    Name:         Rocco
Cozza                                                                  Name:    Peter S.
Norman

    Title:           General
Counsel                                            
                 
Title:            
Vice President & Chief Financial Officer

    


    Date:           1/12/09                                    
Date:            1/16/09

    


    For:           
Ness USA,
Inc.                                                                 For:      
      Chordiant Software,
Inc.