ex1039.htm


    Exhibit
10.39

    


    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.

     


    

     

    ADDENDUM
“B”

     

    TO MASTER SERVICES
AGREEMENT

     

    This
agreement between Ness USA, Inc. (f/k/a Ness Global Services, Inc.) (“NESS
USA”), a Pennsylvania Corporation, Ness Technologies India Ltd. (“NESS INDIA”),
an Indian Company and Ness Technologies, Inc., a Delaware Corporation
(collectively “Supplier”) and Chordiant Software, Inc., a Delaware Corporation,
is an Addendum (the “Addendum”) to the Master Services Agreement executed on
December 15, 2003 (the “Agreement”) between Supplier and Chordiant and is
effective as of January 1, 2008.

     

    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.

            	
              Rate
      Increase.  The EDC
      billing rate stated in Section 1.3(a) of Attachment 4-A, Service Fees and
      Expenses, of Exhibit 4 of the Agreement will be revised to [*****] per
      Compensable person per month.  This rate will apply
      retroactively from January 1, 2006 and the Jan-Feb invoices will be
      adjusted accordingly.

            


    

     

    
      	
              2.

            	
              Employee
      Bonus.  The [****]
      per person bonus as stated in Section 17.9 of the Agreement has been
      incorporated into the above rate and shall no longer apply retroactively
      as of January 1, 2006.  Subsequently, all EDC employee bonuses
      shall be given in accordance Supplier HR policies.  The
      Chordiant managers shall continue to provide inputs towards the
      distribution of the bonuses to the EDC
  employees.

            


    

     

    
      	
              3.

            	
              Hardware.  Subsequent
      to the effective date of this Addendum, Supplier shall provide laptops to
      all new EDC employees of team lead or higher levels in lieu of standard
      desktops stated in Exhibit 8 of the Agreement.  The base
      configuration for all computers supplied pursuant to this Addendum to EDC
      personnel by NESS shall be at least 2 GB of memory and an 80 GB hard
      drive.  Furthermore, Supplier shall no longer be contractually
      obligated to provide servers associated with each increase of 25 EDC
      employees as outlined In Item 3 of Attachment 8-A of Exhibit 8 of the
      Agreement.

            


    

     

    
      	
              4.

            	
              Vacation
      Policy.  Effective
      retroactive from March 1, 2006, EDC employees shall accrue vacation time
      at a rate of 1.34 days per month in which they provide billable services
      to the Chordiant EDC. Supplier shall bill Chordiant for any accrued
      vacation days utilized by any EDC employee; provided however, Chordiant
      shall not be charged for any used but not accrued vacation time utilized
      by any EDC employee. Furthermore, EDC employees shall not carry forward
      any accrued but unused vacation time to the following calendar
      year.

            


    

     

    
      	
              5.

            	
              Conflict
      with Agreement.  If any
      terms of this Addendum conflict with Agreement or any Exhibits attached
      thereto, the terms of this Addendum shall
  control.

            


    

     

    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 E. Cozza

                 

              	 
      	
                /s/
      James D. St. Jean

              
	
                Name:Rocco
      E. Cozza

                Title:Corporate
      Counsel

              	 
      	
                Name:James
      D. St. Jean

                Title:VP
      Engineering

              
	
                 

                Date:

                 

              	
                 

                3-28-06

                 

              	 
      	
                 

                Date:

                 

              	
                 

                March
      28, 2006

                 

              
	
                For:   Ness USA,
      Inc.

                Ness
      Technologies, India Ltd.

                Ness
      Technologies, Inc.

                 

              	 
      	
                For:Chordiant
      Software Inc.

                 

                 

              


      

    

    


     

    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.