**MASTER**


**SOFTWARE
      LICENSE & SUPPORT AGREEMENT**








Commencement
                Date:
            February
                1, 2006





**Party:**
            **LICENSOR**
            **LICENSEE**Name:
            Chordiant
                Software, Inc.
            Citicorp
                Credit Services, Inc. (USA)Address:
            20400
                Stevens Creek Blvd.
              Cupertino,
                CA 95014
            14000
                Citi Cards Way
              Jacksonville,
                FL 32258State
                of Incorporation:
            Delaware
            Delaware







**IN
      CONSIDERATION** of **** the
      mutual covenants and undertakings contained herein , and intending to be legally bound, Licensor and Licensee (as designated above)
      agree as follows.





**1.**
            **DEFINITIONS**





1.1  **Specific
      Words or Phrases.** For
      purposes of this Agreement, each word or phrase listed below shall have the
      meaning designated. Other words or phrases used in this Agreement may be defined
      in the context in which they are used, and shall have the respective meaning
      there designated.





**[*]**





“ **Affiliate** ”
      means and includes any entity that directly or indirectly controls, is
      controlled by, or is under common control with Licensee, where “control” means
      the ownership of, or the power to vote, at least twenty percent (20%) of the
      voting stock, shares or interests of such entity. An entity that otherwise
      qualifies under this definition will be included within the meaning of
“Affiliate” even though it qualifies after the execution of this
      Agreement.





“ **Agreement** ”
      means the terms of this Master Software License & Support Agreement
      (sometimes referred to as “Master Agreement”), together with the appendices and
      other exhibits attached hereto or incorporated herein by reference; provided,
      however, that for each particular License Schedule, reference to “Agreement”
shall be construed solely as a reference to the agreement that arises as a
      result of the execution of the License Schedule, which agreement shall be a
      two
      party agreement between Licensor and the specific entity (either the entity
      designated above as “Licensee” or an Affiliate) that executes the License
      Schedule.





“ **Defect** ”
      means a defect, failure, malfunction, or nonconformity in the Software that
      prevents the Software from operating in accordance with [*].





**“Deliver”
      and “Delivered” and “Delivery”** mean
      delivery of the Software by Licensor to the Delivery Site specified in the
      applicable License Schedule.





“ **Documentation** ”
      means all documents and materials (in any language, format or medium) that
      are
      normally supplied by Licensor to its commercial licensees to aid in the use
      and
      operation of the Software, and all modifications to such documents or materials
      that are made by or on behalf of Licensor from time to time (provided such
      modifications do not diminish the performance or operational capabilities of
      the
      Software), including: (i) functional, technical, design and performance
      specifications and (ii) installation, configuration, administration, operation
      and maintenance procedures and instructions, and (iii) training guides and
      user
      manuals.





" **Intellectual
      Property Rights** "
      means all trade secrets, patents and patent applications, trade marks (whether
      registered or unregistered and including any goodwill acquired in such trade
      marks), service marks, trade names, business names, internet domain names,
      e-mail address names, copyrights (including rights in computer software), moral
      rights, database rights, design rights, rights in know-how, rights in
      confidential information, rights in inventions (whether patentable or not)
      and
      all other intellectual property and proprietary rights (whether registered
      or
      unregistered, and any application for the foregoing), and all other equivalent
      or similar rights which may subsist anywhere in the world.





**“License”** means a license to use the Software granted pursuant to the terms and conditions
      of a License Schedule.





" **Licensee** "
      means, for the general purposes of the Master Agreement, the entity designated
      above as “Licensee”. However, for the particular purposes of any agreement that
      arises as a result of a License Schedule, reference to “Licensee” shall be
      construed solely as a reference to the specific entity (either the entity
      designated above as “Licensee” or an Affiliate) that executes the License
      Schedule.





“ **License
      Schedule** ”
      means a transactional document that is submitted pursuant to this Master
      Agreement by either the entity designated above as “Licensee” or any Affiliate,
      and describes the Software and services to be provided by Licensor to such
      Licensee / Affiliate.





“ **Maintenance
      Services** ”
      consists of the support and maintenance services to be provided by Licensor
      in
      accordance with the requirements set forth or referenced in **Section
      11 and Appendix B** .





“ **Party** ”
      means either the “Licensor” or “Licensee”, individually as the context so
      requires; and “ **Parties** ”
      means the “Licensor” and “Licensee”, collectively.





“ **Personnel** ”
      means and includes a Party’s or an Affiliate’s directors, officers, employees,
      agents, auditors, consultants and subcontractors.





" **Software** "
      means the computer programs made available to Licensee and the Affiliates by
      Licensor under this Master Agreement, including any customizations,
      enhancements, updates, upgrades, releases, Defect corrections, and other
      modifications thereto provided to Licensee by Licensor, together with the
      related Documentation.





“ **Source
      Code** ”
      means and includes human-readable computer programming code, associated
      procedural code, listings, flow charts, logic diagrams, software tools,
      executables, libraries, scripts and related and supporting documentation
      corresponding to the Software and all subsequent versions (including assembly,
      linkage and other utilities), suitable and sufficient to enable a person
      possessing reasonable skill and expertise in computer software and information
      technology (i) to build, load, and operate a machine-executable object code
      version of the Software that is equivalent to the latest version of the Software
      furnished by Licensor, and (ii) to maintain, support, modify, improve and
      enhance the Software.





" **Specifications** "
      means and includes: (i) the standard published specifications for the Software
      (including both Licensor's proprietary software and all third-party software
      that is embedded into, or otherwise furnished by Licensor with the Software);
      and (ii) any additional written description of the functional, technical, design
      and performance characteristics of the Software attached to or referenced in
      a
      License Schedule.





1.2  **Common
      Words.** The following words shall be interpreted as designated: (i) “or” connotes any
      combination of all or any of the items listed; (ii) where “including” is used to
      refer to an example or begins a list of items, such example or items shall
      not
      be exclusive; and, (iii) “specified” requires that an express statement is
      contained in the relevant document.





**2.**
            **TERM
                AND TERMINATION**





2.1  **Term.** This Master Agreement shall commence as of the Commencement Date designated
      above, and shall continue in effect thereafter unless superceded or otherwise
      terminated by agreement of the Parties. Each License Schedule shall only become
      effective when duly signed on behalf of the Parties to be bound thereby, and
      shall continue in effect through the earlier of: (i) the expiration date for
      the
      Licenses granted thereunder, or (ii) the date of termination specified by either
      Party in accordance with the provisions hereof. For the avoidance of doubt,
      the
      termination of the Master Agreement shall not result in the termination of
      any
      License Schedule, each License Schedule being terminable only in accordance
      with
      its own provisions.





2.2  **Termination
      for Cause.** If
      either Party breaches a material obligation under a License Schedule and fails
      to cure such breach within thirty (30) days from the date it receives from
      the
      non-breaching Party a notice of the breach and a demand for cure, then the
      non-breaching Party may thereafter terminate the applicable License Schedule
      immediately on notice. Notice of termination for any License Schedule shall
      not
      be construed to be notice of termination for any other License Schedule.





2.3  **Orderly
      Transfer.** Upon
      the termination of a License Schedule for any reason whatsoever (including
      a
      default by either Party), Licensor will provide such information, cooperation
      and assistance to Licensee, as Licensee may reasonably request, to assure an
      orderly return or transfer to Licensee or Licensee’s designee of all proprietary
      data (and related records and files) and materials of Licensee in their then
      current condition. Upon termination of a License Schedule by Licensor pursuant
      to Section 2.2, and except as otherwise provided herein or in such License
      Schedule, Licensee will return all copies of the Software under such License
      Schedule to Licensor or destroy all copies of the Software under such License
      Schedule and, if requested by Licensor, provide Licensor with a certificate
      signed by a duly authorized representative of Licensee attesting to such
      destruction with thirty (30) days of the effective date of
      termination.





2.4  **Retention
      of Archival Copy.** If
      Licensee’s right to use any Software is terminated for any reason whatsoever,
      then Licensee shall nevertheless be entitled to retain copies of the Software
      and Documentation for archival purposes and to satisfy Licensee’s obligations
      under all applicable laws.





**3**  **GRANTING
      OF SOFTWARE LICENSES**





**3.1**  **Obligation
      to License.** This
      Master Agreement does not by itself commit Licensee or any Affiliate to license
      any software from Licensor. Rather, this Master Agreement merely sets forth
      the
      terms and conditions that will govern the licensing of Licensor’s Software (as
      listed in Licensor’s then current price list) to Licensee or an Affiliate as a
      result of the execution of a License Schedule by Licensor and Licensee or an
      Affiliate.





**3.2**  **License
      Schedule.** License Schedules may be entered under this Master Agreement by either the
      entity designated above as “Licensee” or any Affiliate. The entity that executes
      a License Schedule with Licensor shall be considered the “Licensee” for all
      purposes of the License Schedule; and the License Schedule shall be considered
      a
      two party agreement between Licensor and such entity. Each License Schedule
      shall be substantially in the form of **Appendix
      A** ,
      shall incorporate by reference the provisions of this Master Agreement as though
      such provisions were set forth therein in their entirety, and shall set forth:
      (i) a description of the Software to be licensed, (ii) the fees to be paid
      by
      Licensee for the Software License and the related Maintenance Services, and,
      (iii) such additional terms and conditions as may be mutually agreed upon by
      Licensor and the respective “Licensee”. Each License Schedule shall be deemed to
      incorporate the applicable Specifications for the Software that are in effect
      on
      the date the License Schedule is executed by the “Licensee”. In no event shall
      any shrinkwrap or any clickwrap (or other electronic agreement) constitute
      a
      License Schedule or binding agreement hereunder, even if a user or authorized
      officer of Licensee or an Affiliate purports to have affirmatively accepted
      such
      terms.





**3.3**  **Changes
      to License Schedule.** Reserved





**3.4**  **Divested
      Entities.** If control of an entity, or a division or department within an entity, that
      is
      included within the definition of “Licensee” or an “Affiliate” is sold or
      otherwise transferred to one or more unrelated third parties, such entity,
      division or department (“Divested Entity”) shall nevertheless continue to have a
      right to acquire Software licenses pursuant to this Master Agreement (exclusive
      of any pricing or discount terms for the purchase of additional licenses set
      forth on a License Schedule) for [*] after the effective date of such transfer
      at a price no greater than the prices set forth in Licensor’s then current
      published product price list or such other price as is negotiated between
      Licensor and the Divested Entity.





3.5  **Evaluation
      License.** Reserved.





**4.**  **DELIVERY
      AND INSTALLATION**





4.1  **Delivery
      and Installation** .
      Licensor will Deliver the Software and Documentation to the Delivery location,
      on or before the Delivery date, as specified in the applicable License Schedule
      or as otherwise agreed to by the Parties and confirmed in writing. If a Delivery
      date is not specified on the License Schedule, then the scheduled Delivery
      date
      shall be the date that is mutually agreed to by the Parties and confirmed in
      writing. Licensee is responsible for the Software installation. .




4.2  **Installation
      by Licensee.** If
      Licensee is responsible for installing the Software, then Licensor will provide
      written instructions and such other assistance as Licensee may reasonably
      require to complete the installation at mutually agreed upon time and materials
      rates; provided that such assistance is not already provided as part of
      Maintenance Services.





**5.**  **[*]**





**6.**  **SCOPE
      OF LICENSE**





**6.1**  **Proprietary
      Rights to Software** .
      As between Licensor and Licensee, Licensor shall be deemed to own the
      Intellectual Property Rights in or to the Software; and nothing contained in
      this Agreement shall be construed to convey any Intellectual Property Rights
      in
      or to the Software to Licensee (or to any party claiming through Licensee)
      other
      than the license rights expressly set forth in this Master Agreement and in
      the
      applicable License Schedule.




**6.2**  **Type
      of License.** Each License granted by Licensor pursuant to this Agreement shall be a fully
      paid up, non-exclusive, irrevocable, perpetual (except as set forth in Section
      2
      above) [*] license to use the Software in the furtherance of Licensee’s or its
      Affiliates’ business purposes, subject only to such use restrictions as may be
      specifically set forth on the applicable License Schedule, including without
      limitation geographic restrictions and restrictions on the number or location
      of
      the computers or the users. Unless otherwise expressly set forth on the
      applicable License Schedule, each License shall also entitle authorized users
      (as designated in **Section
      6.3** )
      to access and use the Software, or applications developed using the Software,
      in
      connection with, through or on any associated or interconnected networks
      (including internet or intranet) without payment of any additional
      fees.





**6.3**  **Authorized
      Users.** Unless otherwise specifically set forth on the applicable License Schedule,
      each
      License granted pursuant to this Master Agreement shall include the right for
      Licensee to permit the Software to be used by or on behalf of: (i) Affiliates
      (ii) third parties engaged by Licensee to conduct all or any portion of
      Licensee's or an Affiliate’s information processing, programming, network
      services, disaster, back up, or recovery services, and (ii) consultants and
      clients of Licensee or an Affiliate, provided that such usage by consultants
      and
      clients must be considered part of the business of Licensee or an Affiliate
      .
      Licensee will be fully responsible for all acts and omissions of its third
      parties, consultants and clients regarding the Software. If Software was
      acquired, or is being used by or on behalf of a Divested Entity, so that the
      Divested Entity is the “Licensee” from an operating perspective (whether the
      acquisition occurred prior or subsequent to the change in status), then the
      Divested Entity will continue to enjoy its status as the Licensee for up to
      [*]
      after its change of status, provided (i) the Divested Entity is the legal entity
      that submitted the applicable License Schedule or received an assignment
      thereof, or (ii) the legal entity assuming control of the Divested Entity agrees
      in writing to be bound by the terms and conditions of the License.





6.4  **Installation
      Transfers** .
      If a License is subject to restrictions on the number or locations of the
      computer on which the Software may be installed, Licensee shall nevertheless
      be
      entitled (at no additional charge) to transfer the Software (subject to such
      use
      restrictions): (i) from one computer to another; (ii) from one installation
      site
      to another [*]. Licensee will provide Licensor with notice following any such
      transfer.





6.5  **Reproductions.** Licensee may reproduce the Software as Licensee may reasonably deem necessary
      to
      satisfy the requirements of Licensee and its Affiliates within the scope of
      the
      applicable License (including reproducing the Software for backup and archival
      purposes). All reproductions shall include any copyright or other proprietary
      notices contained on the originals.





**6.6**  **Substitute
      Equipment and Parallel/Transition Processing** .
      Each License includes (at no additional charge) the right to install and use
      the
      Software on temporary substitute or back-up equipment. If Licensee (i) relocates
      the installation site, (ii) acquires additional equipment (including replacement
      equipment), (iii) acquires an entity or business that Licensee elects to
      transition to the use of the Software, or (iv) divests an entity or business
      that has been using the Software, Licensee will be entitled (at no additional
      charge) to use a duplicate copy of the Software to conduct parallel and
      transition processing during the time required (up to [*] months) to accomplish
      and facilitate such relocation, transition, acquisition or
      divestiture.





6.7  **Disaster
      Recovery** .
      Each License includes the right (at no additional charge) to have the Software
      tested periodically for viability at any Licensee location or at a location
      of a
      third-party engaged by Licensee to provide disaster recovery, contingency or
      business continuity services for Licensee. If a third party performs such tests,
      Licensee will require such third party to be bound by written agreement to
      treat
      the Software as confidential information. Licensee will also be entitled to
      make
      and keep copies of Software and its Documentation at a separate facility for
      backup (including hot back up), archival and emergency purposes.





**6.8**  **Replacement
      Version of Software** .
      If Licensee changes or upgrades the operating system, or replaces or modifies
      the equipment on which Licensee operates the Software, then Licensor will (at
      no
      additional charge) provide to Licensee a version of the Software compatible
      with
      such changed operating system, or replaced or modified equipment provided that
      (i) Licensor has developed as of the Commencement Date and is then currently
      maintaining, such a version that is substantially similar to the version
      originally licensed as to features, functionality and price, (ii) Licensee
      is
      then entitled to receive Maintenance Services, and (iii) in using such
      additional version of the Software, Licensee does not exceed the scope of its
      license with Licensor (i.e., the aggregate number of CPU and user licenses
      used
      on all versions of the Software in the aggregate does not exceed the total
      number of CPU and user licenses originally licensed by Licensee.)




6.9  **Restrictions.** Except
      to the extent authorized or permitted in this Agreement or by applicable law
      without the possibility of contractual waiver, Licensee shall not: (i) copy,
      transfer or distribute the Software (electronically or otherwise); (ii) reverse
      assemble, reverse engineer, reverse compile, or otherwise translate the
      Software; or (iii) sublicense or assign the license for the
      Software.





**7.**  **SOURCE
      CODE**





7.1  **Escrow
      Arrangement** .
      If Source Code for the Software is not being Delivered to Licensee directly
      by
      Licensor as part of the License, then (at Licensee’s request) within ten (10)
      days of the execution of the License Schedule for such Software, Licensor will
      deposit a current copy of the Source Code with an independent and qualified
      escrow agent acceptable to Licensee. Throughout the term of the License,
      Licensor will keep the Source Code complete and current by Delivering to the
      escrow agent any and all changes to the Source Code for all related
      modifications, within thirty (30) days after the modifications are made
      available to Licensee. The escrow agent will maintain the Source Code pursuant
      to an escrow agreement in a form and with terms acceptable to Licensee. Licensor
      shall ensure that the Escrow Agent is obligated to notify Licensee in writing
      promptly upon receipt of the deposit of such Source Code, or, where such Source
      Code has already been deposited pursuant to a pre-existing source code escrow
      arrangement, upon receipt of notice from the Licensor that Licensee is now
      a
      beneficiary of such escrow arrangement, in each case indicating in such notice
      to Licensee that such Source Code has been deposited as required. The escrow
      agreement shall designate Licensee as a third party beneficiary, and entitle
      Licensee to inspect, test and review the Source Code promptly upon request.
      The
      escrow agreement shall also require the escrow agent to release and Deliver
      the
      Source Code to Licensee upon certification from Licensee that any one of the
      following circumstances has occurred.




7.1.1
            Licensor
                (i) files a voluntary petition in bankruptcy, (ii) makes a general
                assignment for the benefit of its creditors, (iii) suffers or permits
                the
                appointment of a trustee or receiver for its business assets, (iv)
                becomes
                subject to any proceeding under any bankruptcy or insolvency law
                which is
                either consented to by Licensor or is not dismissed within sixty
                (60)
                days, (v) initiates actions to wind up or liquidate its business
                voluntarily or otherwise, (vi) ceases doing business in the ordinary
                course, or(vii)
                suffers, permits or initiates the occurrence of anything analogous
                to any
                of the events described in this Subsection under the laws of any
                applicable jurisdiction.





7.1.2
            [*]





7.1.3
            [*]





7.1.4
            Licensor
                refuses or becomes unable to provide maintenance and support services
                to
                Licensee at any time while Licensee is continuing to use the Software
                in
                accordance with the provisions of the License granted pursuant to
                this
                Agreement, provided that Licensee is not in default of any material
                obligation assumed under this
                Agreement.





A
      copy of the fully executed escrow agreement shall be attached to this Agreement
      or the applicable License Schedule as **Exhibit
      1** .





7.2  **License.** If
      Source Code for Software is Delivered to Licensee (either directly by Licensor
      or by an escrow agent in fulfillment of its obligations under an applicable
      escrow agreement), then the Source Code will be subject to the License for
      the
      applicable Software. Each such License shall entitle Licensee to use and modify
      the Source Code and the Software, as reasonably necessary, in order to: (i)
      integrate the Software with Licensee’s other systems and programs; (ii) cause
      the Software to comply with changes in applicable laws, regulations, industry
      standards or market practice; (iii) enable the Software to remain current with
      technological innovations; and (iv) enable the Software to fulfill Licensee’s
      business purposes within the scope of the License granted pursuant to the terms
      and condition of this Agreement. Any modified versions of the Software resulting
      from Licensee’s use of the Source Code shall be subject to all the terms and
      conditions of this Agreement; provided, however, that if Licensee obtains the
      right to use the Source Code pursuant to **Section
      7.1** ,
      then Licensor shall have no rights, title or interest in or to any modifications
      made to the Software or the Source Code by or on behalf of Licensee, and all
      Intellectual Property Rights in and to any such modifications shall vest
      exclusively in Licensee.





**8.**  **DOCUMENTATION
      AND TRAINING**





**8.1**
            **Documentation.**On or before the date the Software is Delivered, Licensor will (at
                no
                additional charge) Deliver to Licensee at least one (1) electronic
                and one
                (1) printed form copy of all generally available Documentation for
                the
                Software. The Documentation shall be sufficient to enable Licensee’s
                Personnel to use and to understand the use and operation of the Software,
                and shall conform to generally accepted industry standards for the
                use,
                operation and internal operating logic of software. Throughout the
                warranty period or the term of any maintenance service agreement,
                Licensor
                will provide copies of any revisions, improvements, enhancements,
                modifications and updates to the Documentation, at no additional
                cost.
                Licensee may make a reasonable number of copies of the Documentation
                for
                Licensee’s use, provided Licensee reproduces copyright notices and any
                other legends of ownership on each copy.****





8.2
            **Training.******Reserved





**9.**  **FEES
      AND PAYMENT TERMS**





9.1  **Fees
      and Discounts.** The
      License fees and all other charges to be paid by Licensee for the Software
      or
      services provided by Licensor pursuant to this Agreement shall be set forth
      on
      the applicable License Schedule.





9.2  **Pricing
      Adjustments.** During the term of this Master Agreement, Licensor will not increase its list
      prices for Maintenance Services provided to Licensee or an Affiliate by more
      than the lesser of: (i) the amount by which Licensor increased the comparable
      fees or charges for its other commercial customers; (ii) five percent (5%)
      for
      each twelve (12) month period; and (iii) the percentage rate of increase in
      the
      CPI (all items) for Urban Wage Earners and Clerical Workers from the preceding
      calendar year as determined by the United States Bureau of Labor Statistics.





9.3  **Taxes.** Licensor
      may invoice Licensee for sales and use taxes properly levied against or upon
      (i)
      the furnishing of the Software and any related services to Licensee by Licensor
      pursuant to this Agreement, or (ii) the use thereof by Licensee. However,
      Licensee shall not be obligated to pay any penalties, interest, or late charges
      imposed as a result of Licensor's failure to remit such taxes to the taxing
      authority on a timely basis. In addition, if Licensor fails to provide Licensee
      with timely notice of any tax audit that could result in an increase in the
      amount of sales or use taxes assessed hereunder, then Licensee shall not be
      required to pay any additional taxes assessed as a result of such audit.
      Licensor shall be solely responsible for the payment of all other taxes,
      including personal property taxes, franchise taxes, corporate excise or
      corporate privilege, property or license taxes, all taxes relating to Licensor’s
      Personnel, and all taxes based on the net income or gross revenues of
      Licensor.





9.4  **Reimbursable
      Expenses.** To the extent applicable, Licensor will only be reimbursed for expenses that
      are
      reasonable, warranted and cost effective, and that have been approved in advance
      by Licensee. For each item of expense for which reimbursement is requested,
      Licensor will submit substantiating documentation in accordance with Licensee’s
      policies. All approved business expenses and pass-through charges will be
      reimbursed at cost (as actually incurred), without mark-up.





9.5  **Terms
      of Payment** .
      No amount arising under this Agreement shall be due from Licensee prior to
      Licensee’s receipt of a fully executed copy of this Agreement and the applicable
      License Schedule, and Licensee’s receipt of an invoice: (i) referencing this
      Agreement and the applicable License Schedule; (ii) separately itemizing the
      charges for the Software, services or other items covered therein, and setting
      forth, in reasonable detail, the basis for the charges; and (iii) including,
      in
      the case of any reimbursable expenses or other charges (including taxes),
      receipts or other documentation acceptable to Licensee. Unless otherwise
      specified on a License Schedule, Licensor may invoice Licensee for the License
      fee on the date the Software has been Delivered by Licensor. Licensor may
      invoice Licensee for the Maintenance Service fees for the initial Maintenance
      Service term on the date the Software has been Delivered by Licensor.
      Maintenance Service fees for renewal terms may be invoiced not more than sixty
      (60) days prior to the effective date of renewal. Such Maintenance Service
      fees
      shall be set forth on a License Schedule as a percentage of the net License
      fees
      paid by Licensee thereunder. Licensor may invoice Licensee for any other charges
      payable under this Agreement after the occurrence of the event giving rise
      to
      the payment obligation underlying the invoice. All invoices shall be submitted
      to Licensee at the billing address designated on the applicable License
      Schedule. Each properly and accurately prepared invoice shall be payable within
      [*] days after its receipt by Licensee. Licensee will not be liable for interest
      or other late fees on past due invoices. Licensor specifically covenants that
      it
      will not use any methods of electronic repossession for any reason. All payments
      made by Customer shall be in U.S. Dollars and directed to:





Chordiant
      Software Inc.


[*]


San
      Jose, CA 95161-[*]





Or
      wire to:


Comerica
      Bank


Chordiant
      Software, Inc.


Account#:
      [*]


Routing
      #: [*]





9.6  **D** **isputed
      Invoices** .
      Licensee may withhold payments for any item(s) on Licensor's invoice that
      Licensee reasonably disputes in good faith.  Licensee shall provide to
      Licensor written notice of its intention to withhold payment, including the
      reason(s) for Licensee's reasonable dispute of the invoice (the “Dispute
      Notice”).  Following receipt of the Dispute Notice, Licensor shall review
      the invoice in question and, if appropriate, send Licensee a corrected
      invoice.  If Licensor does not agree with Licensee's reasons for
      withholding payment or, if sent, the corrected invoice does not resolve the
      dispute to Licensee's satisfaction, then either party shall notify in writing
      the other party of the fact that the dispute continues (the “Response Notice”).





The
      parties shall use commercially reasonably efforts to resolve or settle the
      dispute within ninety (90) days from the date of the Response Notice. Within
      thirty (30) days from the date of receipt of the Response Notice, executives
      of
      both companies shall first meet in person to negotiate in good faith a
      resolution or settlement of the dispute. Licensor’s executive(s) shall be at the
      President or CEO level, and Licensee’s executive(s) shall be either the CIO of
      Citigroup N.A. Consumer Group or senior executive(s) designated by such person.





Pending
      settlement or resolution of the issue(s), Licensee's non-payment of these items
      shall not constitute default by Licensee, and shall not entitle Licensor to
      suspend or delay its furnishing of the Software or performance of services
      for a
      period of [*] from the end of the ninety (90) day period of executive
      conferences; provided that Licensee continues to pay all undisputed invoices
      in
      accordance with the provisions of Section 9.5.   After expiration of
      such [*] period, Licensor may suspend its furnishing of Software or performance
      of services covered by the disputed item(s).





9.7  **Transaction**  **Information.** For three years after an invoice has been paid, Licensor will maintain and
      (upon
      Licensee's reasonable request) will make available the records necessary to
      substantiate the correctness of such invoice. In addition, if requested by
      Licensee, Licensor shall make available to Licensee detailed transactional
      information related to products and services that have been acquired by Licensee
      and the Affiliates under this Agreement. The transactional information will
      be
      provided by Licensor in an electronic data format specified by Licensee provided
      such format is supported by Licensor and will include: (i) standard invoice
      and
      product attributes contained in Licensor’s systems, and (ii) sufficient details
      to allow Licensee and its Affiliates to link the invoice and product attributes
      to invoice payment.





**10.**  **REPRESENTATIONS
      AND WARRANTIES**





10.1  **Authority
      and Non-Infringement.** Licensor represents and warrants that Licensor has all rights and authority
      required to enter into this Agreement and each License Schedule, and to provide
      the Software and perform the services contemplated by this Agreement, free
      from
      all liens, claims, encumbrances, security interests and other restrictions.
      Subject to the applicable terms and conditions of this Agreement and the
      applicable License Schedule, Licensee and Affiliates will be entitled to use
      and
      enjoy the benefit of all Software and services without adverse interruption
      or
      disturbance by Licensor or any entity asserting a claim under or through
      Licensor. Licensor further represents and warrants that the services, Software
      and all other materials of whatsoever nature furnished under this Agreement,
      and
      the use thereof by Licensee or the Affiliates in accordance with the terms
      and
      conditions of this Agreement, will not infringe (whether directly,
      contributorily, by inducement or otherwise), misappropriate or violate the
      Intellectual Property Rights of any third party, or violate the laws,
      regulations or orders of any governmental or judicial authority. The sole and
      exclusive remedy for a breach of the warranty against infringement contained
      in
      this Section 10.1 is infringement indemnity set forth in Section
      14.





**10.2**  **Personal
      Dealing and Non-Subornation.** Licensor warrants that no officer, director, employee of Licensee, or any of
      their immediate family members, (i) has received or will receive anything of
      value of any kind from Licensor or its Personnel in connection with this
      Agreement, or (ii) has a business relationship of any kind with Licensor or
      its
      Personnel. Licensor further warrants that Licensor has not and will not make
      (or
      offer to make) any payments to, or confer (or offer to confer) any benefit
      upon,
      any employee, agent or fiduciary of any third party, with the intent to
      influence the conduct of such employee, agent or fiduciary in any manner
      relating to the subject of this Agreement.





10.3  **Conformity
      to Specifications.** Licensor
      warrants that at the time of Delivery, and thereafter throughout the applicable
      warranty period, the Software will conform to [*]. If not specified by the
      Parties on the License Schedule, the warranty period for purposes of Software
      performance shall be the ninety (90) days period commencing from the date that
      the Software is Delivered In addition, the warranty period for the Software
      will
      be extended by the aggregate time Licensee is unable to effectively use the
      Software during the specified warranty period as a result of a Defect. If
      Licensor receives notice of a Software Defect during the warranty period, then
      Licensor will (at no additional charge) correct the Defect. If (through no
      fault
      of Licensee) Licensor is unable or unwilling to correct a Defect that has been
      identified by Licensee during the warranty period, then Licensee may terminate
      the applicable License Schedule (in whole or in part) upon notice to Licensor,
      without financial liability or obligation (for the portion terminated).




10.4  **Documentation.** Licensor represents and warrants that the Documentation provided by Licensor
      will fully and accurately reflect the functionality of the applicable
      Software.





10.5  **Standard
      of Service.** Licensor
      warrants that all services provided by Licensor pursuant to this Agreement
      will
      be performed in a timely and professional manner, in conformity with standards
      generally accepted in the Software industry, by qualified and skilled
      individuals. If Licensor fails to provide the services as warranted and Licensee
      so notifies Licensor within thirty (30) days after the date Licensor declares
      the services to have been completed, then Licensor will re-perform the services
      at no additional charge. Licensor further warrants that its Personnel will
      provide services with a minimal amount of interference to Licensee’s normal
      business operations and subject to Licensee’s security and work place policies
      and procedures.





10.6  **Disabling
      Devices.** Licensor represents and warrants that prior to Delivering the Software to
      Licensee, Licensor will test the Software and the media on which it is to be
      Delivered with a current version of a leading anti-virus application in efforts
      to detect, and if so detected, to eliminate, any computer code (sometimes
      referred to as “viruses” or “worms”) designed to damage, disrupt, disable, harm,
      or otherwise impede in any manner, the orderly operation of the Software or
      any
      other software, data files, firmware, hardware, computer system or network.
      Licensor further represents and warrants that the Software (and all other
      software Delivered or installed by Licensor) shall not contain any computer
      code
      or any other procedures, routines or mechanisms designed by Licensor (or its
      Personnel or licensors) to: (i) disrupt, disable, harm or impair in any way
      the
      Software’s (or any other software’s) orderly operation based on the elapsing of
      a period of time, exceeding an authorized number of copies, advancement to
      a
      particular date or other numeral (sometimes referred to as “time bombs”, “time
      locks”, or “drop dead” devices); (ii) cause the Software to damage or corrupt
      any of Licensee’s, its Affiliates’, or their respective customers’ data, storage
      media, programs, equipment or communications, or otherwise interfere with
      Licensee’s or its Affiliates’ operations, or (iii) permit Licensor, its
      Personnel, its licensors or any other third party, to access the Software (or
      any other software or Licensee’s or its Affiliates’ computer systems) for any
      reason (sometimes referred to as “traps”, “access codes” or “trap door”
devices). Licensor will not unilaterally ( *i.e.* ,
      without appropriate judicial order) remove, deinstall, repossess, modify,
      delete, damage, deactivate, disable, or interfere with the Software for any
      reason (including a dispute relating to this Agreement).





10.7  **Availability
      of Maintenance** .
      Reserved.





10.8  **Favorable
      Provisions.** Reserved **.**





10.9  **Disclaimer.** EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
      AGREEMENT OR ESTABLISHED BY APPLICABLE LAW AS RIGHTS THAT CAN NOT BE WAIVED
      OR
      LIMITED BY CONTRACT, LICENSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
      INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE. IN ADDITION, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE
      IN COMBINATIONS OTHER THAN AS SPECIFIED IN (i) THE DOCUMENTATION, (ii) THE
      SPECIFICATIONS, OR (iii) THE LICENSE SCHEDULE, OR THAT THE OPERATION OF THE
      SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR MEETS LICENSEE’S REQUIREMENTS.





**11.**  **MAINTENANCE
      SERVICES**





For
      a minimum period of [*] years commencing from the date of Delivery of the
      Software, Licensor will make Maintenance Services available for the Software
      on
      terms at least as comprehensive as those set forth in **Appendix
      B.** The initial annual period for Maintenance Services shall commence on the date
      of
      Delivery of the Software. Except as may other be provided for in a License
      Schedule, the fee for annual Maintenance Services is due and payable upon the
      Delivery of the Software. Beginning on the first anniversary of the date of
      the
      Delivery of the Software, such Maintenance Services shall be provided on an
      automatic, annual renewable term basis, at Licensee’s election and subject to
      Licensee’s payment of the applicable Maintenance Services fee. Licensee will be
      entitled to terminate the Maintenance Services at any time, for its convenience,
      by providing Licensor with no less than ninety (90) days prior notice of
      termination; and in the event of such termination, Licensee shall be entitled
      to
      recover any unused portion of the pre-paid Maintenance Service fees, pro rated
      on a fiscal calendar quarterly basis. For the avoidance of doubt, nothing
      contained in this Section shall be construed to restrict Licensee’s right to
      access and use the Source Code pursuant to **Subsection
      7.1.4** in the event that Licensor refuses or becomes unable to provide maintenance
      and
      support services to Licensee for the Software during or after the [*] year
      period specified above.








**12.**  **CONFIDENTIAL
      INFORMATION**





12.1  **Licensor’s
      Confidential Information.** Licensor’s “Confidential Information” means and refers to the Software,
      Documentation, and all other materials furnished by Licensor that are expressly
      identified or marked by Licensor as “confidential” at the time of their Delivery
      to Licensee.





12.2  **Licensee’s
      “Confidential Information”.** Licensee’s “Confidential Information” means and refers to all
      tangible or intangible information and materials, in any form or
      medium (and without regard to whether the information or materials are owned by
      Licensee or by a third party ), whether furnished or disclosed to Licensor by Licensee or an Affiliate, or
      otherwise obtained, accessed or observed by Licensor from Licensee or an
      Affiliate, that satisfies
      at least one of the following criteria:





12.2.1
            Information
                or materials related to Licensee’s, an Affiliates’, or any of their
                respective customer’s business, trade secrets,customers (including identities, characteristics and activities),
                business
                plans, strategies, forecasts or forecast assumptions, operations,
                methods
                of doing business, records, finances, assets, technology (including
                software, data bases, data processing or communications networking
                systems), data or information or materials that reveal research,
                technology, practices, procedures, processes, methodologies, know
                how, or
                other systems or controls by which Licensee’s or an Affiliate’s products,
                services, applications and methods of operations or doing business
                are
                developed, conducted or operated, and all information or materials
                derived
                therefrom or based thereon;


12.2.2
            Information
                or materials designated or identified as confidential by Licensee
                or an
                Affiliate, whether by letter or by an appropriate proprietary stamp
                or
                legend, prior to or at the time such information or materials are
                disclosed by Licensee or an Affiliate to Licensor;


12.2.3
            Information
                disclosed orally or visually, or written or other form of tangible
                information or materials without an appropriate letter, proprietary
                stamp
                or legend, if it would be apparent to a reasonable person, familiar
                with
                Licensee’s (or the Affiliates’) business and the industry in which it
                operates, that such information or materials are of a confidential
                or
                proprietary nature; or,


12.2.4
            Any
                non-public, personal, financial or identifying information of an
                individual, including Licensee’s or an Affiliate’s customers or employees
                (“Nonpublic Personal Information”).





12.3  **Duty
      of Care.** The Party receiving (“Receiving Party”) Confidential Information of the other
      Party (“Disclosing Party”) will exercise at least the same degree of care with
      respect to the Disclosing Party’s Confidential Information that the Receiving
      Party exercises to protect its own Confidential Information; and, at a minimum,
      the Receiving Party will maintain adequate security measures to safeguard the
      Disclosing Party’s Confidential Information from unauthorized disclosure,
      access, use and misappropriation. Without limiting the generality of the
      foregoing, the Receiving Party will only use or reproduce the Disclosing Party’s
      Confidential Information to the extent necessary to enable the Receiving Party
      to fulfill its obligations under this Agreement, or in the case of Licensee,
      to
      exercise its rights as contemplated by this Agreement. In addition, the
      Receiving Party will disclose the Disclosing Party’s Confidential Information
      only to those of the Receiving Party’s (or in the case of Licensee, also to its
      Affiliates’) Personnel who have a “need to know” such Confidential Information
      (and only to the extent necessary) in order to fulfill the purposes contemplated
      by the Agreement. Prior to disclosing Licensee’s Confidential Information to any
      of its Personnel, Licensor will ensure that each of its Personnel who will
      be
      providing services for Licensee is bound by a written non-disclosure agreement
      with terms and conditions no less restrictive than those set forth herein.
      If
      the Receiving Party becomes aware of any threatened or actual unauthorized
      access to, use or disclosure of, or any inability to account for, the Disclosing
      Party’s Confidential Information, the Receiving Party will promptly notify the
      Disclosing Party thereof and will assist the Disclosing Party with its efforts
      to terminate such access, to curtail such threatened or actual unauthorized
      use
      or disclosure, or to recover such information or materials. The Receiving Party
      will be liable to the Disclosing Party for any non-compliance by its agents
      or
      contractors to the same extent it would be liable for non-compliance by its
      employees.





12.4  **Exclusions.** The
      obligations of confidentiality assumed under this Agreement shall not apply
      to
      the extent the Receiving Party can demonstrate, by clear and convincing
      evidence, that such information:





12.4.1
            is
                or has become generally available to the public, without any breach
                by the
                Receiving Party of the provisions of this Agreement or any other
                applicable agreement between the Parties;


12.4.2
            was
                rightfully in the possession of the Receiving Party, without
                confidentiality restrictions, prior to such Party’s receipt pursuant to
                this Agreement;


12.4.3
            was
                rightfully acquired by the Receiving Party from a third party who
                was
                entitled to disclose such information, without confidentiality or
                proprietary restrictions;


12.4.4
            was
                independently developed by the Receiving Party without using or referring
                to the Disclosing Party’s Confidential Information;
                or,


12.4.5
            is
                subject to a written agreement pursuant to which the Disclosing Party
                authorized the Receiving Party to disclose the subject
                information.





12.5  **Legally
      Required Disclosures.** The
      obligations of confidentiality assumed under this Agreement shall not apply
      to
      the extent that the Receiving Party is required to disclose the Disclosing
      Party’s Confidential Information under
      any applicable law, regulation or an order
      from a court, regulatory agency or other governmental authority having competent
      jurisdiction ,
      provided that the Receiving Party:





12.5.1
            promptly
                notifies the Disclosing Party of the order in order to provide the
                Disclosing Party an opportunity to seek a protective order;


12.5.2
            provides
                the Disclosing Party with reasonable cooperation in its efforts to
                resist
                the disclosure, upon reasonable request by the Disclosing Party and
                at the
                Disclosing Party’s expense; and,


12.5.3
            disclose
                only the portion of the Disclosing Party’s Confidential Information that
                is required to be disclosed under such law, regulation or
                order.





12.6  **Nonpublic
      Personal Information.** Notwithstanding any other provision of this Agreement, to the extent Nonpublic
      Personal Information is, either intentionally or unintention-ally, disclosed
      to
      or otherwise obtained by Licensor in connection with the matters contemplated
      by
      this Agreement, Licensor will keep such Nonpublic Personal Information strictly
      confidential and strictly limit its use of such information to the purposes
      contemplated by this Agreement. Licensor agrees that Licensee shall have the
      right to conduct a review of the procedures used by Licensor to maintain the
      confidentiality of such Nonpublic Personal Information.





12.7  **Accounting
      for Confidential Information.** Except as otherwise expressly provided in this Agreement, upon the request
      of
      the Disclosing Party at any time after the termination of this Agreement, the
      Receiving Party will return (or purge its systems and files of, and suitably
      account for) all tangible Confidential Information supplied to, or otherwise
      obtained by, the Receiving Party in connection with this Agreement. The
      Receiving Party will certify in writing that it has fully complied with its
      obligations under this Section within seven (7) days after its receipt of a
      request by the Disclosing Party for such a certification. For the avoidance
      of
      doubt, this **Section
      12.7** shall not be construed (i) to require Licensee to return the Software or (ii)
      to
      limit either Party’s right to seek relief from damages that are caused by the
      other Party’s default.





**13.**  **PUBLICITY**





Licensor
      will not disclose the identity of Licensee as a customer of Licensor or the
      existence, nature or terms of this Master Agreement or any License Schedule,
      without the prior written consent of Licensee, which Licensee may withhold
      in
      its sole discretion; except as required by applicable law or regulation. Neither
      Party will use the other Party’s proprietary indicia, trademarks, service marks,
      trade names, logos, symbols or brand names (collectively “Marks”), or otherwise
      refer to or identify the other Party in advertising, publicity releases, or
      promotional or marketing publications or correspondence to third parties
      without, in each case, securing the prior written consent of the other
      Party.





**14.**  **INDEMNITY**





**14.1**  **Infringement
      Indemnity.** Licensor will defend, hold harmless and indemnify Licensee, its Affiliates,
      and
      their Personnel (collectively the “Indemnitees”) from and against any and all
      losses, claims, liabilities, costs and expenses (including taxes, fees, fines,
      penalties, interest, reasonable expenses of investigation and attorneys' fees
      and disbursements) as incurred (collectively "Damages") arising out of, or
      relating to a claim by a third party that the Software or any other materials
      of
      any nature furnished by Licensor to Licensee (or that the use thereof) infringes
      (whether directly, contributorily, by inducement or otherwise), misappropriates
      or violates such third party's Intellectual Property Rights. Licensor’s
      indemnity obligation under this Section shall not extend to claims based on:
      (i)
      an unauthorized modification of the Software made by an Indemnitee where the
      Software would not be infringing without such modification, (ii) customized
      portions of the Software designed in accordance with written specifications
      provided by Licensee where the Software would not be infringing without such
      customized portions or (iii) Licensee’s continued use of allegedly infringing
      Software where Licensor has provided Licensee with an updated, non-infringing,
      equally suitable, functionally equivalent and compatible version of the
      Software.





14.2  **General
      Indemnity.** Licensor will defend, hold harmless and indemnify the Indemnitees from and
      against any and all third-party claims for Damages arising out of or relating
      to
      Licensor’s breach of the obligations assumed under, or the representations or
      warranties provided in, (a) **Section
      10.6** or **** (b) **Section 12** of
      this Agreement.





14.3  **Indemnification
      Procedures.** If
      an Indemnitee seeks indemnification under this Agreement, the Indemnitee will:
      (i) give prompt notice to Licensor concerning the existence of the indemnifiable
      event; (ii) grant authority to Licensor to defend or settle any related action
      or claim; and, (iii) provide, at Licensor’s expense, such information,
      cooperation and assistance to Licensor as may be reasonably necessary for
      Licensor to defend or settle the claim or action. An Indemnitee’s failure to
      give prompt notice shall not constitute a waiver of the Indemnitee’s right to
      indemnification and shall affect Licensor’s indemnification obligations only to
      the extent that Licensor’s rights are materially prejudiced by such failure or
      delay. Notwithstanding anything to the contrary set forth herein, (i) an
      Indemnitee may participate, at its own expense, in any defense and settlement
      directly or through counsel of its choice, and (ii) Licensor will not enter
      into
      any settlement agreement on terms that would diminish the rights provided to
      the
      Indemnitee or increase the obligations assumed by the Indemnitee under this
      Agreement, without the prior written consent of the Indemnitee. If Licensor
      elects not to defend any claim as is required under this Agreement, the
      Indemnitee will have the right to defend or settle the claim as it may deem
      appropriate, at the cost and expense of Licensor, and Licensor will promptly
      reimburse the Indemnitee for all costs, expenses, settlement amounts and other
      Damages.





14.4  **Mitigation
      of Damages** .
      If any Software becomes, or (in Licensor's opinion) is likely to become, the
      subject of any such third party claim, then Licensor (at its sole cost and
      expense) may either: (i) procure the right for the Indemnitee to continue using
      the Software as contemplated hereunder; (ii) modify the Software to render
      it
      non-infringing (provided such modification does not materially degrade the
      Software’s functionality); or (iii) replace the Software with equally suitable,
      functionally equivalent, compatible, non-infringing Software. If none of the
      foregoing are commercially practicable despite Licensor using all reasonable
      efforts and if Licensee is not permitted to continue using the Software, then
      Licensee shall be entitled to recover from Licensor the following. If Licensee
      is prohibited from using the Software [*] then Licensee shall be entitled to
      recover an amount equal to a pro-rated portion of the License fees paid for
      the
      Software, [*] (with the pro-rated portion equal to the remaining book value
      based on a straight line five (5) year basis).





14.5  **Notification
      of 3** **rd** **Party Claims.** Licensor will promptly notify Licensee concerning any threat, warning, claim
      or
      action against Licensor or its customers or suppliers of which Licensor has
      knowledge, that could have an adverse impact on Licensee's use of any Software
      provided or made available to Licensee pursuant to this Agreement.





**15.**  **INSURANCE
      REQUIREMENTS**





15.1  **Required
      Coverage.** During the term of this Agreement and for so long as any License Schedule has
      not yet been completed or terminated, Licensor will maintain, at its own
      expense, insurance coverage with limits of no less than those set forth below,
      and with insurers with a minimum A.M. Best Financial Strength rating of “A-
      (Excellent)” and Financial Size rating of “X”, or equivalent ratings from other
      valid rating agencies and under forms of policies satisfactory to
      Licensee.





15.1.1
            Professional
                Liability Insurance (“Errors and Omissions”) in the minimum amount of
                $2,000,000 per occurrence, covering losses from any act, errors,
                omissions, negligence, breach of contract and/or misrepresentations
                related to Licensor’s obligations under this Agreement. This insurance
                shall be maintained for a period of at least two (2) years after
                completion of all License
                Schedules.


15.1.2
            Fidelity/Crime
                Insurance in the minimum amount of $2,000,000 per occurrence providing
                coverage for any loss sustained by Licensee or an Affiliate as a
                result of
                any dishonest act by Licensor’s officers, employees, agents or
                subcontractors (whether acting alone or in collusion with others),
                including but not limited to theft, forgery, alteration, or transfer
                of
                funds (electronically or otherwise). Such insurance must cover (i)
                property of the Licensor; (ii) property of others, which the Licensor
                holds in its care, custody and control; and (iii) property of others
                for
                which the Licensor is legally
                liable.


15.1.3
            Commercial
                General Liability including broad form contractual liability and
                personal
                injury endorsement, providing coverage against liability for bodily
                injury, death, and property damages in the minimum amount of $1,000,000
                per occurrence and no less than $2,000,000 annual
                aggregate.


15.1.4
            Automobile
                Liability in the minimum amount of $1,000,000 Combined Single Limit
                (“CSL”) per occurrence for bodily injury and property damage (covering
                owned, non-owned and hired vehicles).


15.1.5
            Workers
                Compensation insurance covering Licensor’s employees pursuant to
                applicable state laws and at the statutory limits required for each
                such
                state, and Employers Liability coverage in the minimum amount of
                $1,000,000 per loss.


15.1.6
            Umbrella/Excess
                Liability providing excess liability coverage in the minimum amount
                of
                $5,000,000 per occurrence, to supplement the primary coverage limits
                for
                Commercial General Liability, Automobile Liability and Employers
                Liability
                provided under the policies listed
                above.





**15.2**  **Certificates
      of Insurance.** Licensor will Deliver Certificates of Insurance to Licensee prior to the
      execution of this Agreement. Said certificate shall indicate that policies
      providing coverage and limits of insurance are in full force and effect. Each
      Certificate shall provide that no less than thirty (30) days notice will be
      given in writing to Licensee prior to cancellation, termination, or material
      alteration of any one of the policies. At least ten (10) days before the
      expiration of an insurance policy required hereunder, Licensor will Deliver
      to
      Licensee a certificate of insurance attesting to the renewal of such insurance.
      In addition, each policy required pursuant to **Subsections
      15.1.3, 15.1.4, 15.1.5** (Employers Liability only) and **15.1.6** shall name Licensee, Affiliates and assignees as additional insureds. Each
      policy required pursuant to Subs **ection
      15.1.2** shall name Licensee, Affiliates and assignees as loss payees. Licensee’s
      acceptance of Delivery of a Certificate of Insurance that does not conform
      to
      the requirements of this Section shall not relieve Licensor of its obligation
      to
      provide insurance conforming to the requirements hereof.





15.3  **No
      Limitation.** The requirements set forth above as to types, limits and approval of insurance
      coverage to be maintained by Licensor will not in any manner limit the
      liabilities and obligations assumed by Licensor under this
      Agreement.





**16.**  **LIMITATION
      OF LIABILITY**





EXCEPT
      TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY WILL
      BE LIABLE TO THE OTHER PARTY (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH THE
      OTHER PARTY) FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT,
      CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED
      WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF
      ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT
      HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.  NEITHER PARTY SHALL BE
      LIABLE FOR ANY (i) DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID
      TO
      LICENSOR UNDER THIS AGREEMENT OR (ii) DAMAGES ARISING FROM CLAIMS FOR WHICH
      EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO SECTION 14.2(b)
      IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID TO LICENSOR UNDER THIS AGREEMENT.
      THE
      LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO DAMAGES,
      (i) RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF
      A
      PARTY OR ITS PERSONNEL, (ii) STEMMING FROM PERSONAL INJURY, DEATH, OR PROPERTY
      DAMAGE CAUSED BY A PARTY OR ITS PERSONNEL, OR (iii) ARISING FROM CLAIMS FOR
      WHICH EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO SECTIONS
      14.1 or 14.2(a) ABOVE, OR (iv) ARISING FROM EITHER PARTY’S BREACH OF ITS
      OBLIGATIONS SET FORTH IN SECTIONS 10.6 AND 12 HEREIN.





**17.**   **SUBCONTRACTORS**





Licensor
      will not use a subcontractor to perform Licensor’s obligations under this
      Agreement without obtaining Licensee’s prior written approval, which will not be
      unreasonably withheld or delayed. Licensee’s approval of a subcontractor shall
      not constitute a waiver of any rights Licensee may have based on Licensor’s
      representations and warranties. Licensor will be fully responsible for all
      acts
      and omissions of its subcontractors. Nothing in this Agreement shall be
      construed to create any contractual relationship between Licensee and any
      subcontractor, nor any obligation on the part of Licensee, to pay or to ensure
      the payment of any money due any subcontractor.








**18.**   **ASSIGNMENT**





Either
      party may, with notice to the other party, assign this Agreement or any of
      its
      rights or interests hereunder, or delegate any of its obligations hereunder,
      to
      (i) an Affiliate, (ii) the assigning party's successor pursuant to a merger,
      reorganization, consolidation or sale, or (iii) an entity that acquires all
      or
      substantially all of that portion of the assigning party’s assets or business.
      Except as otherwise provided above, neither Party may assign this Agreement
      nor
      any of its rights or interests hereunder, nor delegate any obligation to be
      performed hereunder, without the prior written consent of the other Party.
      Any
      attempted assignment or delegation in contravention of this Section shall be
      null and void, and of no force or effect. This Agreement shall be binding upon,
      and shall inure to the benefit of, the legal successors and permitted assigns
      of
      the Parties.





**19.**  **NOTICES**





Any
      notice, demand or other communication (collectively “notice”) required or
      permitted under this Agreement shall be made in writing and shall be deemed
      to
      have been duly given (i) when Delivered personally to the representative(s)
      designated to receive notices for the intended recipient, or (ii) when mailed
      by
      certified mail (return receipt requested) or sent by overnight courier to the
      representative(s) designated to receive notices for the intended recipient
      at
      the address set forth in the introductory paragraph of this Master Agreement
      or
      in the applicable License Schedule, as appropriate. Notices concerning the
      Master Agreement shall be given to the person who signed the Master Agreement
      on
      behalf of the intended recipient. Notices concerning a License Schedule shall
      be
      given to the person designated on, or (if no designation is made) the person
      signing, the License Schedule on behalf of the intended recipient. Any notice
      from Licensor that either (i) relates to the Master Agreement, or (ii) alleges
      Licensee committed a material breach shall also be sent to Licensee’s General
      Counsel’s Office, to the attention of the managing attorney responsible for
      intellectual property and technology. Either Party may change its address(es)
      or
      representative(s) for receiving notices upon notice to the other.





**20.**
            **COMPLIANCE
                WITH LAW**





**20.1**  **General.** In performing its obligations under this Agreement, Licensor will comply, and
      will cause its Personnel to comply, with the requirements of all applicable
      laws, ordinances, regulations, codes and executive orders.





**20.2**  **Export
      Controls** .
      Without limiting the generality of **Section
      20.1** ,
      each Party specifically agrees to comply, and will cause its Personnel to
      comply, with the requirements of all applicable export laws and regulations,
      including but not limited to the U.S. Export Administration Regulations. Unless
      authorized by U.S. regulation or Export License, neither Party will export
      nor
      reexport, directly or indirectly, any software or technology received from
      the
      other party, or allow the direct product thereof to be exported or reexported,
      directly or indirectly, to (a) any country in Country Group E:2 of the Export
      Administration Regulations of the Department of Commerce (see
      http://www.bxa.doc.gov) or any other country subject to sanctions administered
      by the Office of Foreign Assets Control (see http://www.treas.gov/ofac/); or
      (b)
      any non-civil (i.e. military) end-users or for any non-civil end-uses in any
      country in Country Group D:1 of the Export Administration Regulations, as
      revised from time to time. Each Party understands that countries other than
      the
      U.S. may restrict the import or use of strong encryption products and may
      restrict exports, and each Party agrees that it shall be solely responsible
      for
      compliance with any such import or use restriction.





20.3  **Rights
      in Bankruptcy** .
      All rights and licenses granted under or pursuant to any section of this
      Agreement are, and shall be deemed to be, for purposes of Section 365(n) of
      the
      Bankruptcy Code, 11 U.S.C. § 101 et seq., licenses of rights to "intellectual
      property" as defined under Section 101(35A) of the Bankruptcy Code; and Software
      is, and shall be deemed to be, "embodiment[s]" of "intellectual property" for
      purposes of same. Licensee shall retain and may fully exercise all of its rights
      and elections under the Bankruptcy Code or equivalent legislation in any other
      jurisdiction. Without limiting the generality of the foregoing, Licensor
      acknowledges that the rights and license granted to Licensee pursuant to this
      Agreement shall not be affected by Licensor's rejection of this Agreement in
      bankruptcy, and shall continue subject to the terms and conditions of this
      Agreement.





**21.**   **CHOICE
      OF LAW, JURISDICTION AND WAIVER OF JURY TRIAL**





**21.1**  **Governing
      Law.** The substantive laws of the State of New York shall in all respects govern
      this
      Agreement as though this Agreement was entered into, and was to be entirely
      performed within, the State of New York. The Parties expressly disclaim the
      applicability of, and waive any rights based upon, the Uniform Computer
      Information Transactions Act or the United Nations Convention on the Sale of
      Goods. For the avoidance of doubt, nothing stated in this Agreement will
      prejudice or limit the rights or remedies of either Party to enforce any award
      or decree under the laws of any jurisdiction where property or assets of the
      other Party may be located.





**21.2**  **Jurisdiction.** All claims or disputes arising out of or in connection with this Agreement
      shall
      be heard exclusively by any of the federal or state court(s) of competent
      jurisdiction located in the Borough of Manhattan, New York City, NY, USA. To
      that end, each Party irrevocably consents to the exclusive jurisdiction of,
      and
      venue in, such court(s), and waives any, (i) objection it may have to any
      proceedings brought in any such court, (ii) claim that the proceedings have
      been
      brought in an inconvenient forum, and (iii) right to object (with respect to
      such proceedings) that such court does not have jurisdiction over such Party.
      Without limiting the generality of the foregoing, Licensor specifically and
      irrevocably consents to personal and subject matter jurisdiction for such claims
      or disputes in the federal or state courts sitting in New York City, NY, USA,
      and to the service of process in connection with any such claim or dispute
      by
      the mailing thereof by registered or certified mail, postage prepaid to
      Licensor, at the address for notice set forth in, or designated pursuant to,
      this Agreement.





21.3  **WAIVER
      OF JURY TRIAL** .
      LICENSOR AND LICENSEE HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
      PROCEEDING OR LITIGATION BROUGHT AGAINST THE OTHER WITH RESPECT TO THIS
      AGREEMENT OR VENDOR'S PERFORMANCE OF SERVICES.





**22.**   **REMEDIES**





22.1  **Equitable
      Relief.** Licensor and Licensee each acknowledge that the failure to perform their
      respective duties under **Sections
      12** or **13** may
      cause the other Party to suffer irreparable injury for which such injured Party
      will not have an adequate remedy available at law. Accordingly, the injured
      Party may seek to obtain injunctive or other equitable relief to prevent or
      curtail any such breach, threatened or actual, without posting a bond or
      security and without prejudice to such other rights as may be available under
      this Agreement or under applicable law. For purposes of this Agreement,
      "equitable relief" means and includes those remedies traditionally and
      historically granted by courts of equity, including without limitation,
      injunction, attachment, declaratory relief, lis pendens, receivership and
      replevin.





22.2  **Recovery
      of Fees.** If Licensee terminates a License Schedule pursuant to **Section
      5.2 or Section 10.3** ,
      then Licensee will be entitled to recover from Licensor [*]. Upon Licensee’s
      receipt of such amounts, Licensee will return to Licensor the affected
      Software.





22.3  **Cumulative
      Remedies and Off Sets** .
      Except as otherwise expressly provided in this Agreement, all remedies in this
      Agreement are cumulative and in addition to (not in lieu of) any other remedies
      available to a Party at law or in equity. In the event of a claim by Licensee
      for loss or damages for which Licensor is responsible, Licensee shall be
      entitled to adjust the amounts claimed against future or outstanding payments
      due, or which may become due, to Licensor.





**23.**  **WAIVER**





No
      course of dealing, failure by either Party to require the strict performance
      of
      any obligation assumed by the other hereunder, or failure by either Party to
      exercise any right or remedy to which it is entitled, shall constitute a waiver
      or cause a diminution of the obligations or rights provided under this
      Agreement. No provision of this Agreement shall be deemed to have been waived
      by
      any act or knowledge of either Party, but only by a written instrument signed
      by
      a duly authorized representative of the Party to be bound thereby. Waiver by
      either Party of any default shall not constitute a waiver of any other or
      subsequent default.





**24.**  **FORCE
      MAJEURE**





A
      Party will be excused from a delay in performing, or a failure to perform,
      its
      obligations under this Agreement to the extent such delay or failure is caused
      by the occurrence of any contingency beyond the reasonable control, and without
      any fault, of such Party. In such event, the performance times shall be extended
      for a period of time equivalent to the time lost because of the excusable delay.
      However, if an excusable delay continues more than sixty (60) days, the Party
      not relying on the excusable delay may, at its option, terminate the affected
      License Schedule(s) in whole or in part, upon notice to the other Party. In
      order to avail itself of the relief provided in this Section for an excusable
      delay, the Party must act with due diligence to remedy the cause of, or to
      mitigate or overcome, such delay or failure. For purposes of this Section,
      the
      phrase “due diligence” shall, at a minimum, require Licensor to maintain a
      contingency plan (and provide evidence of its current and periodic testing
      if
      requested by Licensee) for the continuation of business so that despite any
      disruption in Licensor’s ability to fulfill its service obligations from any
      particular location or through the efforts of any particular individuals,
      Licensor will be able to fulfil its service obligations from an
      alternative/backup location.





**25.**
            **LICENSEE’S
                POLICIES AND PROCEDURES**





25.1  **General.** Licensor will ensure: (i) that its Personnel comply with the corporate policies
      promulgated by Licensee or an Affiliate that are designed to adhere to
      applicable laws and regulations, and with the security and work place policies
      and procedures in effect for any facility of Licensee or an Affiliate where
      services are performed (including Information Security Standards and any
      supplementary practices or procedures provided by Licensee to Licensor), and
      (ii) that all services are performed in a manner that will minimize any
      interference with Licensee’s normal business operations.





25.2  **Equipment
      and Network Security** .
      If access to Licensee’s or an Affiliate’s computer systems, other equipment or
      personal property (“Licensee’s Systems”) is required in order for Licensor to
      fulfill its services obligations to Licensee, then Licensee shall determine
      the
      nature and extent of such access. If Licensee or an Affiliate provides Licensor
      with remote access to Licensee’s Systems, then any and all information relating
      to such remote access shall be considered Licensee’s Confidential Information
      and shall be subject to the obligations of confidentiality set forth in **Section
      12** above. In addition, any and all access to Licensee’s Systems shall be subject to
      the following.





25.2.1
            Licensee’s
                Systems shall be used solely to perform services for Licensee, and
                shall
                not be used for any purpose other than the legitimate business purposes
                of
                Licensee.


25.2.2
            Access
                to Licensee’s Systems shall be restricted to Licensor’s Personnel who need
                access in order for Licensor to fulfill its obligations under this
                Agreement; and no access rights will be transferred to any other
                individuals without the prior written consent of Licensee.


25.2.3
            Licensor
                will ensure that its Personnel do not attempt to break, bypass or
                circumvent Licensee’s or an Affiliate’s security systems, or attempt to
                obtain access to any hardware, programs or data beyond the scope
                of the
                access granted by Licensee in writing.


25.2.4
            Without
                limiting any of its other rights, Licensee reserves (for itself and
                its
                Affiliates) the rights to restrict and monitor the use of Licensee’s
                Systems, and to access, seize, copy and disclose any information,
                data or
                files developed, processed, transmitted, displayed, reproduced or
                otherwise accessed in conjunction with such use. Licensee or an Affiliate
                may exercise its rights reserved hereunder: (i) to verify the performance
                of services; (ii) to assure compliance by Licensor’s Personnel with
                Licensee’s or an Affiliate’s policies and procedures; (iii) to investigate
                conduct that may be illegal or may adversely affect Licensee, an
                Affiliate
                or its or their employees; or (iv) to prevent inappropriate or excessive
                personal use of Licensee’s Systems. Licensor will advise its Personnel
                concerning Licensee’s rights
                hereunder.




25.3  **Removal
      of Licensor’s Personnel.** If
      any of Licensor’s Personnel fails to comply with any applicable laws,
      ordinances, regulations, codes, or with Licensee’s security or work place
      policies and procedures (whether or not specified herein), or fails (in
      Licensee’s sole determination) to perform assignments in a professional and
      competent manner, then Licensor will bar such individual from performing any
      services for Licensee immediately upon receiving a request from
      Licensee.





25.4  **Diversity
      Initiative.** Licensor acknowledges that Licensee has implemented a Supplier Diversity Program
      which, among other initiatives, encourages the use of minority and women-owned
      (“Diverse Suppliers”) businesses as suppliers and subcontractors to the fullest
      extent possible consistent with the efficient performance of its business
      strategies. To assist Licensee in complying with these goals, if Licensor
      currently provides any reports tracking its use of Diverse Suppliers in the
      provision of products, goods or services, to any other of its customers, then
      Licensor will provide (at no additional cost to Licensee) copies of such
      reports, whenever they are prepared and updated, to Licensee. Licensee shall
      keep and treat such reports in accordance with the Licensee’s confidentiality
      obligations herein. These reports should be forwarded to the attention of the
      Citigroup Supplier Diversity Program, 333 West 34th Street, New York, NY 10001,
      attention Director, Supplier Diversity Program.





**26.**  **CONSTRUCTION**





26.1  **Inconsistencies** .
      In the event of any inconsistency between the provisions of this Master
      Agreement and any License Schedule, the provisions of the License Schedule
      shall
      govern for purposes of such License Schedule. The provisions of this Master
      Agreement and the applicable License Schedule shall supersede the provisions
      of
      any shrink-wrap, clickwrap or other license provisions included with the
      Software.





26.2  **Modification.** The terms, conditions, covenants and other provisions of this Agreement may
      hereafter be modified, amended, supplemented or otherwise changed only by a
      written instrument (excluding e-mail or similar electronic transmissions) that
      specifically purports to do so and is physically executed by a duly authorized
      representative of each Party.





26.3  **Severability.** If a court of competent jurisdiction declares any provision of this Agreement
      to
      be invalid, unlawful or unenforceable as drafted, the Parties intend that such
      provision be amended and construed in a manner designed to effectuate the
      purposes of the provision to the fullest extent permitted by law. If such
      provision can not be so amended and construed, it shall be severed, and the
      remaining provisions shall remain unimpaired and in full force and effect to
      the
      fullest extent permitted by law.





26.4  **Survival.** The provisions of this Agreement that, by their nature and content, must survive
      the completion, rescission, termination or expiration of this Agreement in
      order
      to achieve the fundamental purposes of this Agreement, shall so survive and
      continue to bind the Parties. Without limiting the generality of the forgoing,
      the Parties specifically acknowledge that the following provisions shall survive
      and continue to bind the Parties: **Subsection
      2.3** ,
      entitled “Orderly Transfer”; **Subsection 2.4** ,
      entitled “Retention of Archival Copy”; **Section 6** ,
      entitled “Scope of License” (to the extent applicable); **Section 7** ,
      entitled “Source Code”; **Subsection 10.1** ,
      entitled “Authority and Non-Infringement”; **Subsection 10.6** ,
      entitled “Disabling Devices”; **Section 12** ,
      entitled “Confidential Information”; **Section 13,** entitled “Publicity”, **Subsection 14** ,
      entitled “Indemnity”; **Section
      16** ,
      entitled “Limitation of Liability”; **Section 18** ,
      entitled “Assignment”; **Section 21** ,
      entitled “Choice of Law and Jurisdiction”; **** and **Section 22** ,
      entitled “Remedies”.





26.5  **Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed
      to
      be an original.





**27.**  **AUDITED
      FINANCIAL STATEMENTS**





Upon
      Licensee’s request, Licensor will provide a completed audited statement of the
      financial condition of Licensor’s organization, including (i) audited year-end
      results for the three (3) previous years, including revenues, expenses, net
      income, total assets, liabilities and footnotes; and (ii) the most recent
      financial interim statement.





**28.**  **COMPLETE
      UNDERSTANDING**





This
      Agreement (together with the schedules, exhibits, and other appendices attached
      hereto or specifically incorporated herein by reference) constitutes the
      complete understanding of the Parties, and supersedes all prior or
      contemporaneous agreements, discussions, negotiations, promises, proposals,
      representations, and understandings (whether written or oral) between the
      Parties, with regard to the subject matter hereof. Licensor specifically
      acknowledges and agrees that it did not enter into this Agreement in reliance
      upon any agreement, promise, representation, or understanding made by or on
      behalf of Licensee that is not contained herein.





**IN
      WITNESS WHEREOF,** the Parties hereto, through their duly authorized officers, have executed this
      Master Software License and Support Agreement as of the Commencement Date
      designated above.





**LICENSOR:**
            
            **LICENSEE:**By:
            /s/
                Robert Mullen
            
            By:
            /s/
                Mitchell J. HabibName:
            Robert
                Mullen
            
            Name:
            Mitchell
                J. HabibTitle:
            President
            
            Title:
            CIO/
                Card TechnologiesDate:
            March
                21, 2006
            
            Date:
            March
                20, 2006





**APPENDIX
      A**


**LICENSE
      SCHEDULE** ****





License
                Schedule #:Effective
                Date:








**THIS
      LICENSE SCHEDULE** is
      entered as of the Effective Date designated above, by and between Licensor
      and
      the Licensee designated below. The Parties hereto acknowledge that they are
      entering into this License Schedule pursuant to the provisions of the Master
      Software License and Support Agreement dated as of __________________, between
      Licensor and *CITIGROUP
      ENTITY THAT SIGNED MASTER* *.* The
      Parties further acknowledge and agree that the provisions of the Master Software
      License and Support Agreement shall apply to this License Schedule as though
      such provisions were set forth herein in their entirety.




**LICENSOR**
            **LICENSEE**Name:Address:State
                of Incorporation:








**Software
                (Itemize)**
            **List
                Price**
            **Discount
                %**
            **License
                Fee**





**Third-Party
                Software (Itemize)**
            **Owner**





**Delivery
                Site:**
            
            **Delivery
                Date:****Installation
                Site:**
            
            **Installation
                Date:****Billing
                Address**





**Installation
                Fees:**
            $**Training
                Fees:**
            $**Development
                Fees:**
            $**Implementation
                Fees:**
            $**Maintenance
                Fees:**
            $
            
            **Payment
                Cycle**(select one):
            AnnuallyQuarterly**Maintenance
                Term:**
            
            
            Monthly











**CPU
                and/or number of MIPS and MIPS environment:****[*]****Warranty
                Period:**





**Source
                Code Provided Directly to Licensee:**
            **Yes**
            **No****Deposited
                with Escrow Agent:**
            **Yes**
            **No****Name
                of Escrow Agent:****Address
                of Escrow Agent:**





**Additional
                Terms and Conditions:**





**Specifications:** Attached as **Annex
      1** to this License Schedule





**Allowed
      Combinations** :
      Attached as **Annex
      2** to this Licensee Schedule





[*]


[*]


[*]


**Escrow
      Agreement** (attached as **Exhibit
      1** to this License Schedule, if applicable)








**IN
      WITNESS WHEREOF** ,
      the Parties hereto, through their duly authorized officers, have executed this
      License Schedule to the Master Software License and Support Agreement as of
      the
      Effective Date designated above.








**LICENSOR:**
            
            **LICENSEE:**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:(type
                or print)Date:
            
            
            Date:








**APPENDIX
      B**


**MAINTENANCE
      SERVICES ADDENDUM**





Commencement
                Date:





**Party:**
            **LICENSOR**
            **LICENSEE**Name:





**THIS
      MAINTENANCE SERVICES ADDENDUM** is attached to and made a part of Master Software License and Support Agreement
      entered into as of the Commencement Date designated above, by and between the
      Parties designated above.





**1.**  **DEFINITIONS**





For
      purposes of this Maintenance Services Addendum, each word or phrase listed
      below
      has the meaning designated. Each word or phrase defined in the Master Software
      License and Support Agreement shall (unless otherwise specified herein) have
      the
      meaning there designated. Other words or phrases used herein may be defined
      in
      the context in which they are used, and shall have the respective meanings
      there
      designated.





“ **Priority
      One Defect”** means
      a Defect that, in the reasonable judgment of Licensee, renders the Software
      inoperable or is causing a serious adverse impact to Licensee’s business
      operations.





“ **Priority
      Two Defect** ”
      means a Defect that materially impairs the Software’s performance of one or more
      facilities or functions detailed in the Specification, with the consequence
      that
      Licensee’s business can be performed but in a restricted or inefficient
      manner.





“ **Priority
      Three Defect** ”
      means a Defect that does not significantly effect Licensee’s current day to day
      business operations; but the performance or efficiency of Licensee’s business
      operations might improve if such Defect were to be corrected.





**“Production
      Period”** means
      (i) the total number of hours per calendar month for which Maintenance Services
      are provided for the applicable Software, (ii) less any time expended by
      Licensor to correct a problem with the Software for which Licensor is not
      responsible as a part of Maintenance Services.





**“Supported
      Environment”** for any Chordiant Marketing product(s) Software means the configurations of
      hardware and RDBMS (relational database) platforms and releases of the Software
      on which the Documentation states the Software can run and for which Chordiant
      provides Support. Supported Environment for any other Chordiant product Software
      means the hardware and operating system platform on which the Documentation
      states the Software can run and for which Chordiant provides
      Support.





**“Update”** means and includes the modifications or revisions made to the Software (i)
      to
      improve upon or repair existing features and operations within the Software,
      (ii) to ensure compatibility with new releases of existing systems (including
      hardware, operating systems and middleware) and external services through
      standardized interfaces, or (iii) to comply with applicable laws, regulations,
      industry standards or market practice.





**2.**  **MAINTENANCE
      SERVICE**





2.1  **Problem
      Resolution** .
      Licensor will provide problem resolution for Defects in accordance with the
      service priorities and effort standards provided in **Section
      4** below. For the avoidance of doubt, the problem resolution provided by Licensor
      must correct the Defect for the version of Software being used by Licensee.
      Licensor shall not be deemed to have satisfied its obligation to resolve Defects
      by requiring Licensee to move to a new version of the Software.





2.2  **Notification
      of Known Defects.** Licensor will notify Licensee concerning all known Defects in the Software
      or
      Documentation, as such Defects become known or are reported to Licensor.
      Licensor will promptly correct any such Defects, or develop a work-around,
      patch
      or other fix, and furnish Licensee with such correction, work-around, patch
      or
      other fix as soon as practicable.





2.3  **Remote
      Access** .
      At Licensee’s request, Licensor will provide remote technical assistance and
      consultation for (i) general help in the use and operation of the Software
      during Licensee’s normal business hours, and (ii) reporting of Priority One or
      Two Defects, 24 hours per day, seven days per week.





2.4  **Updates.** Licensor will make available to Licensee (at no additional cost) all Updates
      for
      the Software, along with materials describing the purpose and function of the
      Updates, if and when such Updates are made generally available to Licensor’s
      customers who receive support and maintenance services. Licensor will ensure
      that Updates containing new features or enhancements to existing features are
      synchronised with the previous version. Such Updates shall not degrade the
      performance, functioning or operation of the Software. [*] Licensee is
      responsible for installing the Update, and Licensor will provide written
      instructions as are reasonably required to complete the installation. After
      an
      Update has been incorporated into the Software and accepted by Licensee, the
      Update shall be considered part of the Software for all purposes hereunder.
      Licensor will not install or attach any Updates or any other modification to
      the
      Software (electronically or otherwise), without first obtaining Licensee’s
      approval.





2.5  **Technological
      Improvements.** Licensor will develop and make available to Licensee through Updates, if and
      when such Updates are made generally available to Licensor’s customers who
      receive support and maintenance services, all modifications and revisions
      required to enable the Software to operate in compliance with any applicable
      law, and in conjunction with any new releases of the computer equipment,
      operating systems or middleware used by Licensee, provided that the Software
      formerly operated on the third party equipment, systems or middleware being
      replaced.





2.6  **Documentation.** Licensor will provide modified Documentation to correspond to changes made
      to
      the Software, within thirty (30) days of such changes.





2.7  **Continuing
      Repairs** .
      The Software shall not be considered to have been repaired or restored to
      satisfactory operating condition, if within eight (8) hours from the time such
      Software is turned over to Licensee as being in fully operable condition, the
      Software requires additional remedial maintenance.





**2.8**  **Maintenance
      Log and Reports** .
      Licensor will maintain a maintenance log setting forth, in reasonable detail,
      all remedial maintenance and all other services performed on the Software;
      and
      Licensor will make such log available to Licensee, upon request. Each entry
      in
      the log must be acknowledged by the initials of a designated Licensee
      representative. In addition, upon request of Licensee, Licensor will provide
      Licensee with a written report summarizing for the reporting period: (i) all
      Maintenance Services provide by Licensor, (ii) all other services provided
      by
      Licensor, (iii) the actual on-site response time of Licensor’s Personnel to each
      Licensee request for Maintenance Services, (iv) the duration of each Software
      Defect, (v) the time expended on-site by Licensor until the Software was
      restored to proper operating condition, (vi) the “root cause” of each Defect
      corrected by Licensor, and (vii) corrective actions taken by Licensor to prevent
      the reoccurrence of a Defect.











**3.**  **TERM
      OF MAINTENANCE SERVICES**





At
      Licensee’s election and subject to Licensee’s payment of the applicable
      Maintenance Services fee, Licensor will make Maintenance Services available
      for
      the Software for a minimum period of [*] years commencing from the initial
      date
      of Delivery of the Software.





**4.**  **PRIORITY
      RESPONSE FOR SOFTWARE DEFECTS**





Each
      reported Defect will be classified by Licensee as a Priority One, Priority
      Two
      or Priority Three Defect. Licensor will respond to Licensee’s request for
      support in a manner appropriate for the Priority of Defect specified by Licensee
      as follows.





**4.1**  **Priority
      One Defect** .
      Licensor will initiate diagnostic and remedial measures within one (1) hour
      of
      Licensee’s telephonic, electronic or other notification of a Priority One
      Defect. Once Licensor has commenced corrective measures, Licensor will work
      continuously and diligently until the Defect has been remedied. Licensor will
      periodically advise Licensee concerning Licensor’s progress.





**4.2**  **Priority
      Two Defect** .
      Licensor will initiate diagnostic and remedial measures within four (4) hours
      of
      Licensee’s telephonic, electronic or other notification of a Priority Two
      Defect. Once Licensor has commenced corrective measures, Licensor will complete
      all such corrections as soon as reasonably practicable. Licensor will
      periodically advise Licensee concerning Licensor’s progress. ****





**4.3**  **Priority
      Three Defect** .
      For Priority Three Defects, Licensor will endeavor to correct the Defect and
      furnish a remedy no later than the next Update.





**4.4**  **Normal
      Support Hours** .
      Licensee shall report all problems to the closest support center. Licensor
      reserves the right to alter the location(s) of its support centers, and shall
      inform the Licensee in writing should this occur. Licensor provides Maintenance
      Services from the following support centers during their respective normal
      business hours as set out below:








**EMEA**  08:30
      - 17:30 UK Time {Greenwich Mean Time (GMT) or British Summer Time (BST),
      as applicable}


**Americas**  08:30
      - 17:30 Pacific Std Time (i.e. 16:30 - 01:30 UK Time, subject to time
      changes)


**Asia/Pacific**  08:30
      - 17:30 Melbourne, Australia (i.e.23:30 - 08:30 UK Time, subject to time
      changes)





**“Standard
      Support”** means **** calls
      from any priority level which are supported from Monday to Friday during the
      normal business hours for Licensee’s closest support center as set out
      above.


**“Premier
      Support”** means,
      in addition to Standard Support, Licensee will receive extended 24 Hour support
      in respect of PRIORITY ONE CALLS FOR LICENSOR’S PLATFORM AND FOUNDATION SOFTWARE
      ONLY from Monday to Sunday inclusive as noted below (not available for
      Application Products).





Notes:


(a)
            PRIO-1
                calls are to be placed by phoneandfollowed up with a detailed explanation of the problem via e-mail
                to the
                respective regional support center.


(b)
            Licensee
                may categorize the priority level in accordance with the above definitions
                when reporting the problem.





**Extended
      24-hour Support** (available
      for Priority One calls on Chordiant’s Platform and Foundation Software
      only)





In
      respect of “Standard Support” and “Premier Support” for Platform and Foundation
      software products only, Chordiant extends support hours to 24 hours per day,
      seven days a week, **for
      Priority One calls only** .
      Outside the normal regional support hours, Chordiant will decide if the Priority
      One case continues to be handled by the local regional support center, or if
      the
      Priority One call will “follow the sun” to another support center and will, if
      required, initiate a page to 24-hour on-call Maintenance Services engineers.





**5.**  **LICENSEE’S
      RESPONSIBILITIES**





5.1  Licensee
      agrees to:





(i)  Provide
      Licensor with **remote
      access** to Software during the term of this Agreement via an electronic link;
      and


(ii)  Provide
      any **reasonable
      assistance** that Licensor may require from the Designated Contacts and other appropriate
      Customer representatives (e.g. network administrator, as the case may be)
      to enable Licensor to provide Licensee with Maintenance Services;
      and


(iii)  Establish
      and maintain the conditions of the Supported Environment in **compliance
      with Chordiant 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.
      Any
      deviation from this Support Environment voids all resolutions described in
      Section 4 above within the timeframe set forth below.





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





5.3  Licensee
      agrees to designate appropriately **qualified
      and trained personnel to be the Designated Contacts** ,
      and only those individuals shall request Support services. Licensee agrees
      endeavor to adequately train and obtain “Chordiant certification” for, and
      forward to Licensor the names and contact details of the Designated Support
      Contacts.





5.4  Licensee
      agrees to maintain **procedures
      to facilitate reconstruction of any lost or altered files, data or
      programs** and Licensee agrees that Chordiant will not be responsible under any
      circumstances for any consequences arising from lost or corrupted data, files
      or
      programs. Licensee 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 Licensee’s programs can be
      restored.





5.5  Licensee
      agrees to notify Licensor’s Maintenance Services staff promptly of any
      malfunction of the Supported Software.





5.6  Licensee
      agrees to provide Licensor with **access
      to and use of such of the Customer’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  Licensor
      shall have no responsibility to fix any Defects arising out of or related to
      the
      following causes:





A.
            any
                modifications or enhancements made by the Licensee to the Software
                or the
                application specific environment, unless such modifications or
                enhancements are specifically approved in writing by Licensor Product
                Support; this includes but is not limited
                to;





-
      location of binaries


-
      scripts provided by Licensor


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


-
      any application specific operating system permissions or role
      privileges





B.
            Any
                modification or combination of the Software (in whole or in part),
                including without limitation any portions of the Software code or
                Source
                Code customized by the customer that is not part of the unmodified
                Software Delivered by Licensor or for which Licensor has not received
                and
                acknowledged receipt of the source code and agreed to
                Support.





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


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





**6.
         [*]**