ex1040.htm


    
      Exhibit
10.40

    

     

    
 

    ADDENDUM
“A”

     

    TO MASTER SERVICES
AGREEMENT

     

    This
agreement between Ness Global
Services, Inc. a Pennsylvania Corporation, Ness Technologies India Ltd.
an Indian Company, and Ness
Technologies, Inc., a Delaware Corporation (collectively “Supplier”) and Chordiant Software, Inc. a
Delaware Corporation (“Chordiant”), 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 September 12, 2005.

     

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

     

    WHEREAS,
Chordiant and Supplier wish to permit certain of Supplier key employees to
perform services outside the Supplier EDC Site and remotely access the Supplier
EDC network; and

     

    WHEREAS
Supplier wishes to limit its liability for certain actions of such key employees
performing services outside the Supplier EDC Site

     

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

     

    
      	
               
      

            	
              1.

            	
              In
      accordance with Section 10.1(c) of the Agreement, Chordiant desire
      for certain Supplier key employees to provide Services outside of the
      Supplier EDC Site at their own private homes or at other locations
      approved by Chordiant and to remotely access the Supplier EDC network
      (each, an “Outside Service Location”).  Each Outside Service
      Location shall be considered a “Supplier Service Location” for all
      purposes under the Agreement.  Authorized EDC Personnel who are
      authorized to provide Services at an Outside Service Location are referred
      to as “Outside EDC Personnel”
hereunder.

            


    

     

    
      	
               
      

            	
              2.

            	
              Prior
      to any Outside EDC Personnel performing Services at an Outside Service
      Location, Supplier and such Outside EDC Personnel will complete and submit
      to Chordiant an Outside EDC Personnel Agreement, using the form attached
      hereto as Attachment A, which shall be executed by the Outside EDC
      Personnel and Supplier.  For those Outside EDC Personnel whom
      Chordiant authorizes for such activity Chordiant will countersign such
      application and provide written notice of authorization to
      Supplier.

            


    

     

    
      	
               
      

            	
              3.

            	
              So
      long as Supplier has complied with all of its obligations under Article
      20, Supplier shall not be held liable for any actions of the Outside EDC
      Personnel which would constitute a violation of Sections 20 (including all
      subsections) of the Master Services Agreement relating to confidentiality
      if such acts or omissions occurred while working at such Outside Service
      Location and Ness is not complicit in such acts or
      omissions.  In the event of any such violation or alleged
      violation Supplier shall comply with its obligations under
      Section 20.3.

            


    

     


    
      
        
          


          . 

        

         


      

      
        1. 


        
          

        

      

      
         


        
          Exhibit
10.40

        

      

    


    


     

    
      	
               
      

            	
              4.

            	
              The
      provisions of Section 2.2(e) of Master Services Agreement
      Exhibit 12, Security, shall not apply with regards to Outside EDC
      Personnel who are permitted to provide Services at an Outside Service
      Location under this Addendum; provided that Chordiant, in its sole
      discretion, may terminate the right for any or all Outside EDC Personnel
      to provide Services at an Outside Service Location, and may reinstate the
      applicability of Section 2.2(e) of Exhibit 12 at any time upon
      written notice to Supplier.  Supplier will comply with the terms
      of Attachment B when permitting Outside EDC Personnel to remotely
      access the Supplier EDC Network (the “Remote Access Security
      Policies”).  Without limiting the foregoing, wireless remote
      access to the Supplier EDC Network is strictly
  prohibited.

            


    

     

    
      	
               
      

            	
              5.

            	
              So
      long as Supplier has complied with all of its obligations under
      Article 20, Supplier shall not be held liable for indemnity under
      section 27.2(n) of the Master Services Agreement relating to breach of
      Article 20 for any acts or omissions constituting a breach of
      Article 20 by any Outside EDC Personnel permitted to provide Services
      at an Outside Service Location if such acts or omissions occurred while
      working at such Outside Service Location and Supplier is not complicit in
      such acts or omissions.

            


    

     

    
      	
               
      

            	
              6.

            	
              Supplier
      agrees that should any individual be found to have violated any Chordiant
      Intellectual Property or Confidentiality Rights, Supplier shall terminate
      such employee, sanction such employee to the maximum extent possible (e.g.
      refusal to provide letters of leave or recommendation) and take all
      reasonable commercial actions to recover and intellectual property or
      confidential information from such
employee.

            


    

     

    
      	
               
      

            	
              7.

            	
              Supplier
      agrees that should any individual be found to have violated any Chordiant
      Intellectual Property or Confidentiality Rights, Supplier shall assist
      Chordiant, at Chordiant’s expense, in prosecuting the individual to the
      fullest extent possible under the
law.

            


    

     

    
      	
               
      

            	
              8.

            	
              All
      capitalized terms used herein which are not otherwise defined shall have
      the respective meanings given such terms in the
  Agreement.

            


    

     

    9.           All
other terms and conditions of the Agreement remain in full force and
effect.

     


    
      
        
          


          . 

        

         


      

      
        2. 


        
          

        

      

      
         


        
          Exhibit
10.40

        

      

    


    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/
      Robert J. Cummings

               

            
	
              Name:

               

            	
              Rocco
      E. Cozza

               

            	 
      	
              Name:

               

            	
              Robert
      J. Cummings

               

            
	
              Title:

               

            	
              Corporate
      Counsel

               

            	 
      	
              Title:

               

            	
              VP
      Worldwide Field Operations

               

            
	
              Dated:

               

            	
              9/12/05

               

            	 
      	
              Dated:

               

            	
              9/12/2005

               

            
	
              For:.

               

            	
              Ness
      Global Services, Inc.

              Ness
      Technologies India Ltd

              Ness
      Technologies, Inc

               

            	 
      	
              For:

               

            	
              Chordiant
      Software, Inc.

               

            


    

    


     


    
      
        
          


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        3. 


        
          

        

      

      
         


        
          Exhibit
10.40

        

      

    


    ATTACHMENT
A

     

    OUTSIDE EDC PERSONNEL
AGREEMENT

     

    (See attached
agreement)

     

    


     


    
      
        
          


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        4. 


        
          

        

      

      
         


        
          Exhibit
10.40

        

      

    


    ATTACHMENT
B

     

    REMOTE ACCESS SECURITY
POLICIES

     

    See
attached Chordiant Information Security Policies, Sections:

     

    
      	
               
      

            	
              5.

            	
              Dial-in
      Access Policy

            


    

     

    
      	
               
      

            	
              6.

            	
              DMZ
      Security Policy

            


    

     

    
      	
               
      

            	
              13.

            	
              Internet
      DMZ Configuration Policy

            


    

     

    
      	
               
      

            	
              14.

            	
              Network
      Access Policy

            


    

     

    
      	
               
      

            	
              15.

            	
              Network
      Device Security Policy

            


    

     

    
      	
               
      

            	
              16.

            	
              Password
      Policy

            


    

     

    
      	
               
      

            	
              18.

            	
              Remote
      Access Policy

            


    

     

    
      	
               
      

            	
              20.

            	
              Security
      Vulnerability Scanning Policy

            


    

     

    
      	
               
      

            	
              21.

            	
              Server
      Security Policy

            


    

     

    
      	
               
      

            	
              22.

            	
              VPN
      Policy

            


    

     

    The
Chordiant Information Security Policies may be amended by Chordiant from to time
to time.  Chordiant will provide Supplier with amended policies as
they are promulgated.  Supplier shall comply with amended policies in
a reasonably practicable time frame.

     


    
      
        
          


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        5.