**MASTER**


**PROFESSIONAL
      SERVICES AGREEMENT**








Commencement
                Date:
            April
                3, 2006








**Party:**
            **CONTRACTOR**
            **CLIENT**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, Contractor and Client (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.





“ **Acceptance
      Criteria** ”
      means the applicable Specifications and Documentation, together with such other
      test data, test conditions and exception conditions as may be specifically
      set
      forth or incorporated by reference in the Work Order.





“ **Affiliate** ”
      means and includes any entity that directly or indirectly controls, is
      controlled by, or is under common control with Client, where “control” means the
      ownership of, or the power to vote, at least twenty percent (20%) of the voting
      stock, shares or interests of an 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 Professional Services 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 Work Order, reference to “Agreement” shall be construed
      solely as a reference to the agreement that arises as a result of the execution
      of the Work Order, which agreement shall be a two party agreement between
      Contractor and the specific entity (either the entity designated above as
“Client” or an Affiliate) that executes the Work Order.





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





“ **Contractor”** means
      the entity designated above as “Contractor”.





“ **Defect** ”
      means a defect, failure, malfunction, or nonconformity in a Deliverable that
      prevents the Deliverable from operating in accordance with the applicable
      Acceptance Criteria.





“ **Deliverable(s)** ”
      means and includes the item(s) described on the applicable Work Order that
      is to
      be developed or prepared by Contractor and furnished to Client.





" **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.





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





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





“ **Project** ”
      means the particular project described on a Work Order.





“ **Services** ”
      means the services described on a Work Order that are to be furnished by
      Contractor to Client.





" **Specifications** "
      means and includes the description of functional, technical, design and
      performance characteristics of the Deliverables agreed to by the Parties
      (including any requirements or characteristics specified in, or incorporated
      by
      reference into the applicable Work Order), and all modifications to the
      foregoing that are made from time to time by written agreement of the Parties.





“ **Work
      Order** ”
      means a transactional document (which may be entitled “Work Order”, “Statement
      of Work”, or “Project Schedule” and in all such cases is intended to be
      considered a “Work Order” for all purposes under this Agreement) that is entered
      into pursuant to this Master Agreement by and between Contractor and either
      the
      entity designated above as “Client” or an Affiliate and describes the Services
      or Deliverables to be provided by Contractor to such Client / Affiliate.





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  **Master
      Agreement.** 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. For the avoidance of doubt, termination
      of the Master Agreement shall not result in the termination of any Work Order,
      each Work Order being terminable only in accordance with its own
      provisions.





2.2  **Work
      Orders.** A
      Work Order shall become effective only when duly signed on behalf of the Parties
      to be bound thereby, and shall continue in effect through the earlier of: (i)
      the date the Services have been satisfactorily completed or the Deliverables
      have been accepted and all applicable warranty and license periods have expired
      or otherwise terminated, or (ii) the date of termination specified by either
      Party in accordance with the following conditions.





2.2.1
            Client
                may terminate any Work Order with or without cause, at any time in
                its
                sole discretion, upon five (5) days prior written notice to Contractor.
                In
                the event Client terminates a Work Order without cause, Client will
                pay
                Contractor the reasonable value for: (i) Services properly performed
                by
                Contractor prior to the effective date of termination, (ii) services
                performed by Contractor pursuant to**Section
                   2.3**,
                and, (iii) reimbursable expenses incurred by Contractor pursuant
                to**Section
                9.4**.




2.2.2
            Contractor
                may only terminate a Work Order if Client defaults in any material
                obligation and fails to cure the default within thirty (30) days
                after
                Client has received Contractor’s notice of the default.





For
      the avoidance of doubt, notice of termination for any Work Order shall not
      be
      construed to be notice of termination for any other Work Order.





2.3  **Orderly
      Transfer.** Upon
      the termination of a Work Order for any reason whatsoever (including a default
      by either Party), Contractor will provide such information, cooperation and
      assistance to Client, as Client may reasonably request, to assure an orderly
      return or transfer to Client or Client’s designee of all proprietary data (and
      related records and files) and materials of Client, and all Work Product for
      which payment has been or is made, in their then current condition.





2.4  **Retention
      of Archival Copy.** If
      Client’s right to use any software provided by Contractor or any other
      Contractor Materials is terminated for any reason whatsoever, then Client shall
      nevertheless be entitled to retain copies of such software, Contractor
      Materials, and related documentation for archival purposes and to satisfy
      Client’s obligations under all applicable laws.





**3.**   **PROJECT
      IMPLEMENTATION**





3.1  **Provision
      of Services and Deliverables** .
      This Master Agreement does not by itself commit Client or any Affiliates to
      purchase any services or products. Rather, this Master Agreement merely sets
      forth the terms and conditions that will govern the provision of Services or
      Deliverables to Client or an Affiliate as a result of the execution of a Work
      Order by Contractor and Client or the Affiliate.





3.2   **Work
      Orders** .
      Work Orders may be entered into with Contractor under this Master Agreement
      by
      either the entity designated above as “Client” or any Affiliate. The entity that
      executes a Work Order with Contractor shall be considered the “Client” for all
      purposes of the Work Order; and the Work Order shall be considered a two party
      agreement between Contractor and such entity. Each Work Order 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 Services or Deliverables to be furnished by Contractor,
      (ii)
      the fees to be paid by Client for the Services or Deliverables, (iii) the
      applicable Acceptance Criteria, (iv) the name of the project manager for Client
      and the name of the project manager for Contractor, and, (v) such additional
      terms and conditions as may be mutually agreed upon by Contractor and the
      respective Client.





**4.**  **RELATION
      OF PARTIES**





4.1  **Client
      and Affiliates.** Contractor acknowledges that Client and each of the Affiliates may use or
      benefit from the use of any Services performed, or Deliverables prepared and
      furnished, by Contractor as part of a Project.





4.2  **Project
      Managers and Status Reports.** For each Project, each Party will designate a suitably qualified project manager
      who will represent such Party and be responsible for assigning, scheduling
      and
      supervising such Party’s Personnel. During a Project, Contractor’s project
      manager will provide Client's project manager with status reports (at intervals
      determined by Client). Status reports may contain the following: (i) a summary of the current status of the Project
      (including specific progress made since the immediately preceding status
      report); (ii) a summary of the status of, or progress made on, all problems
      identified in previous status reports (and not previously reported as
      corrected); (iii) a summary of any problems identified since the preceding
      status report and any recommended remedial action; and, (iv) the amount of
      any
      anticipated delay in the completion of any milestone beyond the applicable
      date
      specified in the Work Order, the cause of such delay and any recommended
      remedial action.





4.3  **Independent
      Contractor.** Contractor will perform all Services as an independent contractor. Neither
      this
      Agreement nor Contractor’s performance of Services shall create an association,
      partnership, joint venture, or relationship of principal and agent, master
      and
      servant, or employer and employee, between Client and Contractor; and neither
      Party will have the right, power or authority (whether expressed or implied)
      to
      enter into or assume any duty or obligation on behalf of the other
      Party.





4.4  **Contractor’s
      Personnel.** Contractor
      will (if requested by Client at any time before or during any Project) furnish
      information substantiating the qualifications of any individual who Contractor
      intends to assign, or has assigned, to a Project. Client will be entitled to
      review such information in order to confirm the qualifications. After an
      individual has been assigned to a Project, Contractor will not reassign such
      individual in connection with any assignment other than the Project without
      the
      prior written consent of Client, which shall not be unreasonable withheld.
      In
      addition, Contractor will assign its Personnel to Projects in a manner that
      minimizes disruptions caused by the need for reorientation. Contractor further
      warrants that Contractor’s Personnel will not hold themselves out as employees
      or agents of Client, nor seek to be treated as employees of Client for any
      purpose, including claims of entitlement to fringe benefits provided by Client,
      or for disability income, social security taxes or benefits, Federal
      unemployment compensation taxes, State unemployment insurance benefits or
      Federal income tax withholding at source. Contractor will file all applicable
      tax returns for all of its Personnel assigned hereunder in a manner consistent
      with its status as an independent contractor of services; and Contractor will
      make all required payments and deposits of taxes in a timely manner. ****





4.5  **Replacement
      of Contractor Personnel.** Any individual who is assigned by Contractor to a Project may be temporarily
      replaced by Contractor if such individual does not report to work due to
      illness, accident or other events outside of Contractor’s control. Upon written
      notice to Contractor, Client shall be entitled to require Contractor to replace
      any individual who is assigned by Contractor to a Project and bar such
      individual from performing any Services for Client if Client determines in
      its
      reasonable discretion that the individual is unacceptable for any reason,
      including if the individual (i) is not compatible with Client employees
      connected with the Project , (ii)
      fails to comply with any applicable laws, ordinances, regulations, codes, or
      with Client’s security or work place policies or procedures (whether or not
      specified herein), or (iii) fails (in Client’s sole determination) to perform
      assignments in a professional and competent manner. Contractor further agrees
      to
      bar any such individual from performing any Services for Client immediately
      upon
      it becoming aware of such noncompliance. **** If
      one of Contractor’s Personnel is removed from a Project either by Contractor or
      for cause at the request of Client, then Contractor will (at its expense)
      provide the training and orientation required to enable the replacement
      Personnel to perform as required. All replacement Personnel must be acceptable
      to Client in the sole exercise of Client’s discretion.








**5.**
            **CLIENT’S
                POLICIES AND PROCEDURES**





5.1  **General.** Contractor will ensure (i) that its Personnel comply with the corporate policies
      promulgated by Client 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 Client or an Affiliate where the
      Services are performed (including Information Security Standards and any
      supplementary practices or procedures provided by Client to Contractor), and
      (ii) that all Services are performed in a manner that will minimize any
      interference with Client’s or an Affiliate’s normal business operations.





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





5.2.1
            Client’s
                Systems shall be used solely to perform Services for Client, and
                shall not
                be used for any purpose other than the legitimate business purposes
                of
                Client.


5.2.2
            Access
                to Client’s Systems shall be restricted to Contractor’s Personnel who need
                access in order for Contractor to fulfill its obligations under this
                Agreement; and no access rights will be transferred to any other
                individuals without the prior written consent of Client.


5.2.3
            Contractor
                will ensure that its Personnel do not attempt to break Client’s or an
                Affiliate’s security systems, or attempt to obtain access to any programs
                or data beyond the scope of the access granted by Client in writing.


5.2.4
            Without
                limiting any of its other rights, Client reserves (for itself and
                its
                Affiliates) the rights to restrict and monitor the use of Client’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. Client or an Affiliate
                may exercise its rights reserved hereunder: (i) to verify the performance
                of Services or the quality of Deliverables; (ii) to assure compliance
                by
                Contractor’s Personnel with Client’s or the Affiliate’s policies and
                procedures; (iii) to investigate conduct that may be illegal or may
                adversely affect Client, an Affiliate or its or their employees;
                or (iv)
                to prevent inappropriate or excessive personal use of Client’s Systems.
                Contractor will advise its Personnel concerning the rights reserved
                hereunder.





5.3  **Drug
      Abuse Policy.** Contractor will ensure that its Personnel who are assigned to perform Services
      at Client’s facilities comply with Client’s Drug Abuse Policy and that its
      Personnel do not sell, distribute, manufacture, process, possess, use or become
      under the influence of illegal drugs or illicit narcotics (non-prescriptive
      medication). The phrases “illegal drugs” and “illegal narcotics” shall have the
      meaning applied by the state or country in which the business is conducted.
      Based on the nature or scope of the assignment, Client may require Contractor’s
      Personnel to be tested (at Client's direction but at Contractor’s expense) for
      illegal drugs or illegal narcotics as a condition to performing Services for
      Client. If an individual refuses to submit to the test or the individual’s test
      results are positive, such individual will not be permitted to perform any
      Services for Client.





5.4  **Fingerprinting.** Contractor will not assign, or retain on assignment, any person to provide
      Services for Client that Contractor knows or has reason to believe has a
      criminal background. Based on the nature or scope of the assignment, Client
      may
      require Contractor’s Personnel to be fingerprinted and to pass successfully a
      criminal background check (at Contractor’s expense) as a condition for
      performing Services for Client.





5.5  **Working
      Hours.** Contractor’s Personnel will observe the working hours, work rules and holiday
      schedule of Client when working on Client’s facilities, unless otherwise
      directed or agreed by Client. The adherence by Contractor’s Personnel to such
      working hours, work rules and holiday schedules shall not justify any failure
      by
      Contractor to comply with agreed upon schedules and deadlines. Contractor
      acknowledges that Client’s normal, professional workday consists of eight (8)
      working hours, exclusive of time required for personal breaks and meals.





**5.6**  **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.





**6.**   **ACCEPTANCE**





6.1  **Applicability.** The provisions of this **Section
      6** shall only apply to Services and/or Deliverables that Contractor has agreed
      to
      provide and/or develop on a fixed-cost basis, unless otherwise specified by
      the
      Parties on the Work Order.





6.2  **Acceptance
      Test.** After a Deliverable has been furnished to Client, Client will be entitled to
      test the Deliverable to determine if it operates in accordance with, and
      otherwise conforms to, the Acceptance Criteria. Contractor will provide (at
      no
      additional cost to Client) such assistance as Client may reasonably require
      to
      conduct the acceptance test. If the period or procedures for the acceptance
      test
      are not specified on the Work Order, then (i) Client will have ninety (90)
      days
      from the date the Deliverable is received by Client to conduct the test, and
      (ii) Client may use its own internal test procedures. No Deliverable shall
      be
      deemed to have been accepted unless Client notifies Contractor that the
      Deliverable has successfully passed the acceptance test. Acceptance of a
      Deliverable shall not be deemed to constitute a waiver by Client of any rights
      it may have based on Contractor’s warranties.





6.3  **Acceptance
      or Rejection.** If
      Client determines that a Deliverable successfully operates in accordance with,
      and otherwise conforms to, the Acceptance Criteria, Client will notify
      Contractor that Client accepts the Deliverable. If Client determines that a
      Deliverable does not operate in accordance with, or otherwise conform to, the
      applicable Acceptance Criteria, then Client will provide Contractor with a
      notice describing the Defect. Contractor will have ten (10) days from the date
      it receives Client’s notice of Defect to correct (at no additional cost to
      Client) the Deliverable. If Contractor redelivers a Deliverable, then Client
      will be entitled to repeat the testing process. If (through no fault of Client)
      Contractor fails to deliver, within the ten (10) day period, a Deliverable
      that
      conforms to the Acceptance Criteria, then Client may reject the Deliverable
      and
      terminate the applicable Work Order (in whole or in part) upon notice to
      Contractor, without financial liability or obligation (for the portion
      terminated).





6.4  **Project
      Completion.** A
      Project shall be deemed to have been successfully completed only upon Client’s
      acceptance of all Services or Deliverables. If (through no fault of Client)
      all
      of the Services and Deliverables have not been furnished in an acceptable manner
      by the date set forth as the “Completion Date” on the Work Order, Client may
      terminate the Work Order (in whole or in part) upon notice to Contractor,
      without financial liability or obligation (for the portion terminated).





**7.**
            **PROPRIETARY
                RIGHTS**





7.1  **Work
      Product.** Except as otherwise specifically provided in **Sections
      7.4, 7.5 and 7.6** below, the phrase “Work Product” shall mean and include the Deliverables, all
      ideas, concepts, know-how, techniques, inventions, discoveries, improvements,
      specifications, designs, methods, devices, systems, reports, studies, computer
      software (in object or source code), programming and other documentation, flow
      charts, diagrams and all other information or tangible material of any nature
      whatsoever (in any medium and in any stage of development or completion)
      relating to the subject matter of this Agreement or the applicable Work Order,
      that are conceived, designed, practiced, prepared, produced or developed by
      Contractor or any of its Personnel which is not a derivative work of any
      Contractor Materials (as such term is defined below) and which is not a
      derivative work of any Licensed Software (as such term is defined below): (i)
      during the course of the Project; (ii) based upon knowledge or information
      learned or gained from Client; or, (iii) resulting from the use of Client’s
      facilities, Personnel, or materials. To the fullest extent permitted under
      law,
      all Work Product shall be the property of Client and shall be deemed to be
      a
“work made for hire” (as defined in Section 101 of Title 17 of the United States
      Code). Contractor shall keep and maintain adequate and current written records
      of all Work Products made by Contractor or its Personnel. The records will
      be in
      the form of notes, sketches, drawings, or any other format that may be specified
      by Client, and will be available to and remain the sole property of Client
      at
      all times. Contractor will retain ownership of all derivative works of its
      Contractor Materials and of its Licensed Software; provided however that Client
      is hereby granted by Contractor a perpetual, worldwide, irrevocable,
      royalty-free, non-exclusive license to use, execute, distribute, reproduce,
      display, modify, prepare derivative works of and perform, any Deliverables
      which
      are or contain any derivative works of Contractor Materials or of Licensed
      Software, subject to any of Contractor’s and Client’s rights and obligations
      under the Master Software License and Support Agreement (the “License
      Agreement”) between the parties dated as of February 1, 2006. Notwithstanding
      the foregoing, Contractor’s rights to use derivative works of its Contractor
      Materials and of its Licensed Software and Client’s right to use Work Product
      remains subject to each party’s obligations under Section 12 of this Agreement.
      Notwithstanding anything to the contrary herein, the Parties may specify
      alternate or different ownership and/or license rights in any applicable Work
      Order.





7.2  **Assignment
      of Rights to Work Product** .
      To the extent any Work Product is (for any reason whatsoever) determined not
      to
      be “work made for hire”, Contractor hereby irrevocably and exclusively assigns,
      transfers and conveys to Client all Intellectual Property Rights, in and to
      any
      and all Work Product. Contractor acknowledges that neither it nor its Personnel
      will retain any Intellectual Property Rights in the Work Product. Contractor
      will require each of its Personnel who provide Services or work on Deliverables,
      or may in any way be involved or responsible or claim to be involved or
      responsible in the conception, design, practice, preparation, production or
      development of the Work Product, to be bound by a written Non-Disclosure and
      Work Product Assignment Agreement in the form attached as **Appendix
      B** ,
      or in the form of non-disclosure and work product assignment agreement regularly
      used by Contractor **.** Contractor will furnish executed originals of all such agreements to Client
      prior to commencing any work hereunder. Contractor acknowledges and agrees
      that:
      (i) the assignment to Client of the Work Product and the Intellectual Property
      Rights therein shall extend throughout the world, shall be in perpetuity and
      shall not lapse for any reason whatsoever, including Client not exercising
      the
      rights assigned to it; (ii) the assignment to Client of the Work Product and
      the
      Intellectual Property Rights therein shall be an integral part of this
      Agreement; and, (iii) no amount(s) shall be payable by Client to Contractor
      for
      the assignment of the Work Product and the Intellectual Property Rights therein,
      other than the amount(s) payable by Client to Contractor under the relevant
      Work
      Order. If Contractor obtains patent rights on any derivative works to its
      Contractor Materials or its Licensed Software that constitute all or part of
      the
      Deliverables, then Contractor agrees that it will not assert any claim of
      infringement of such patent rights against Client (or any of Client’s
      subsidiaries or affiliates), or any of Client’s agents, employees, distributors,
      resellers, customers and suppliers.





7.3  **Legend.** Contractor acknowledges that all or part of the Work Product may be copyrighted,
      trademarked, or patented solely by Client or its designee. Contractor will
      assist Client, or its designee, at the expense of Client, in every proper way
      to
      secure the Intellectual Property Rights in the Work Product and will disclose
      to
      Client all pertinent information and data, and execute all applications,
      specifications, oaths, assignments and all other instruments which Client shall
      deem necessary in order to obtain and secure the Intellectual Property Rights
      in
      and to the Work Product. **** All
      items provided to Client, or developed hereunder, or which otherwise qualify
      as
      Client’s property, shall be marked as follows: “ **©
      (year) by** (Legal
      name of Client or Affiliate) **.
      All rights reserved.** ”
      Any Work Product that is software will be programmed to display the foregoing
      legends in the opening screens produced at the initiation of any session in
      which such software may be accessed by a videographic device, as well as on
      such
      reports and print pages.





**7.4**  **Contractor
      Materials.** Client acknowledges that in developing or furnishing a Deliverable (or any
      other
      Work Product), or in performing Services, Contractor may utilize pre-existing
      proprietary methodologies, tools, models, software, procedures, documentation,
      know-how and processes owned by Contractor (“Contractor Materials”). Client
      further acknowledges that Contractor may modify or improve the Contractor
      Materials during the course of a Project. Client agrees that all such
      modifications or improvements shall be included within the meaning of
“Contractor Materials”, unless otherwise specifically agreed by the Parties. If
      any Contractor Materials are incorporated into a Deliverable or furnished in
      conjunction with a Deliverable, Contractor will be conclusively deemed to have
      (at no additional cost) granted to Client and its Affiliates a perpetual,
      worldwide, irrevocable, royalty-free, non-exclusive license to (i) use, execute,
      reproduce, display, perform, distribute, and prepare derivative works of the
      Contractor Materials in conjunction with the use of the Work Product or other
      Deliverable, and (ii) authorize or sublicense others from time to time to do
      any
      or all of the foregoing subject to any of Contractor’s and Client’s rights and
      obligations under the License Agreement.





7.5  **Third
      Party Intellectual Property** .
      If Contractor intends to develop a Deliverable in a manner that requires Client
      to use any software or other intellectual property of a third party (“Third
      Party Materials”) in order to use such Deliverable, then Contractor will (i)
      provide Client with prior notice, specifying in reasonable detail the nature
      of
      the Deliverable’s dependency on the Third Party Materials, and (ii) arrange for
      Client to obtain (for no additional cost or on such terms as may be acceptable
      to Client) a perpetual, irrevocable, royalty-free, non-exclusive right and
      license to use the Third Party Materials in connection with Client’s or an
      Affiliates’ use of the Deliverable.




7.6  **License
      Rights Under Separate Agreement** .
      The Parties specifically acknowledge and agree that the respective rights of
      the
      Parties hereto in any of Contractor’s proprietary software, any third party
      software, and any other intellectual property that Client has licensed (or
      agrees to license) under the License Agreement (the “Licensed Software”) shall
      be determined in accordance with the provisions of the License Agreement and
      shall not be included within the meaning of the phrase “Contractor Materials”,
      as defined in **Section
      7.4** ;
      provided that the creation of any derivative works of such Licensed Software
      shall be determined in accordance with the provisions of this Agreement.





7.7  **Use
      of Knowledge Capital.**





7.7.1.  In
      every case, each party will retain the right to all of its ideas, skills, tools,
      techniques, and processes (“Knowledge Capital”). To the extent that Knowledge
      Capital of Contractor has been incorporated into or is embedded in the Work
      Product, Client will have a perpetual, nonexclusive, world-wide, royalty-free
      right to use, execute, modify, reproduce, display, perform, and prepare
      derivative works based on such Knowledge Capital, subject to the requirements
      of
      Section 12.








7.7.2.  Each
      party acknowledges and agrees: (i) that the other party has the right to re-use
      any of its know-how, ideas, concepts, methods, processes, or similar
      information, however characterized, whether in tangible or intangible form,
      at
      any time and without limitation subject to the limitations of Section 12 and
      the
      parties respective Intellectual Property Rights, and (ii) that each party
      retains ownership of any and all of its Intellectual Property Rights that
      existed prior to the Commencement Date including, but not limited to, all
      methods, processes, utilities, tools, concepts, designs, reports, programs,
      and
      templates.





7.8  **Application
      Development** .
      In the event that the Parties agree to engage in an application development
      project, they will execute an Application Development Addendum in the form
      attached hereto as **Appendix
      C** .





**8.**   **TRAINING**





If
      a Deliverable requires Client’s Personnel to be trained in order to properly use
      the Deliverable, Contractor will provide on-site training in the use of such
      Deliverable for all users designated by Client's project manager, at a time
      or
      times and at rates mutually agreed to by the Parties, unless such training
      is
      already contemplated within the scope of Services set forth in the Work Order.





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





9.1  **Project
      Fees.** The Project fees payable by Client for the Services and Deliverables properly
      furnished by Contractor pursuant to this Agreement, shall be designated (or
      determined based on the rates designated) on the applicable Work Order.





9.2  **Pricing
      Adjustments.** Subject to any terms to the contrary in any applicable Work Order, unless
      separately agreed to by the Parties, Contractor will not increase its time
      and
      materials rates for Services provided to Client or an Affiliate by more than
      the
      lesser of: (i) five percent (5%) for each twelve (12) month period following
      the
      first year to which the applicable Work Order pertains; and (ii) 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.** Contractor
      may invoice Client for sales and use taxes properly levied against or upon
      (i)
      the furnishing of the Services or Deliverables to Client by Contractor pursuant
      to this Agreement, or (ii) Client’s use thereof. However, Client shall not be
      obligated to pay any penalties, interest, or late charges imposed as a result
      of
      Contractor's failure to remit such taxes to the taxing authority on a timely
      basis. In addition, if Contractor fails to provide Client with timely notice
      of
      any tax audit that could result in an increase in the amount of sales or use
      taxes assessed hereunder, then Client shall not be required to pay any
      additional taxes assessed as a result of such audit. Contractor 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 Contractor’s Personnel, and all taxes based
      on the net income or gross revenues of Contractor.





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





9.5  **Non-Reimbursable
      Fees and Expenses.** Contractor acknowledges it is being retained because of its expertise.
      Accordingly, Contractor will not request payment or reimbursement for time
      spent
      educating Contractor’s Personnel, or for any costs or fees associated with
      training Contractor’s Personnel (including time required for orientation of
      replacement Personnel). Contractor will not request payment for any charges
      reflecting duplication of services or costs (including more than one of
      Contractor’s Personnel attending the same meeting, or conversations among
      Contractor’s Personnel), unless such duplication is essential for Contractor’s
      proper performance of its obligations. Contractor will provide Client with
      details from its time and expense system (currently Databasics). Contractor
      will
      not be reimbursed for charges incurred for or by its support staff, for any
      overhead items, or for the time spent preparing invoices. Nevertheless, in
      the
      event that Client requests additional expense report documentation, then an
      administrative fee, if any, may be charged to the Client.




9.6  **Terms
      of Payment.** No amount arising under this Agreement shall be due from Client prior to
      Client’s receipt of a fully executed copy of this Agreement and the applicable
      Work Order, and Client’s receipt of an invoice: (i) referencing this Agreement
      and the applicable Work Order; (ii) separately itemizing the charges for the
      Services, Deliverables 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 Client. Unless otherwise specified on a Work
      Order, Contractor may invoice Client monthly for the fees and expenses incurred
      under the Work Order. All invoices shall be submitted to Client at the billing
      address designated on the applicable Work Order. Each properly and accurately
      prepared invoice shall be payable within sixty (60) days after its receipt
      by
      Client. Client will not be liable for interest or other late fees on past due
      invoices. Contractor 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.


P.O.
      Box 49291


San
      Jose, CA 95161-9291





Or
      wire to:


Comerica
      Bank


Chordiant
      Software, Inc.


Account#:
      1891571372


Routing
      #: 121137522








9.7  **Disputed
      Invoices.** Client may withhold payments for any item(s) on Contractor's invoice that Client
      reasonably disputes in good faith.  Client shall provide to Contractor
      written notice of its intention to withhold payment, including the reason(s)
      for
      Client's reasonable dispute of the invoice (the “Dispute Notice”). 
Following receipt of the Dispute Notice, Contractor shall review the invoice
      in
      question and, if appropriate, send Client a corrected invoice.  If
      Contractor does not agree with Client's reasons for withholding payment or,
      if
      sent, the corrected invoice does not resolve the dispute to Client'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. Contractor’s executive(s) shall be at
      the President or CEO level, and Client’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), Client's non-payment of these items
      shall not constitute default by Client, and shall not entitle Contractor to
      suspend or delay its performance of Services for a period of one (1) year from
      the end of the ninety (90) day period of executive conferences; provided that
      Client continues to pay all undisputed invoices in accordance with the
      provisions of Section 9.6.   After expiration of such one (1) year
      period, Contractor may suspend its performance of services covered by the
      disputed item(s).





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





**10.1**  **Authority
      and Non-Infringement.** Contractor
      represents and warrants that Contractor has all rights and authority required
      to
      enter into this Agreement and each Work Order, and to perform the Services
      and
      furnish the Deliverables 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 Work Order,
      Client and Affiliates will be entitled to use and enjoy the benefit of all
      Services and Deliverables without adverse interruption or disturbance by
      Contractor or by any entity asserting a claim under or through Contractor.
      Contractor further represents and warrants that the Services, Deliverables
      and
      all other materials of whatsoever nature furnished under this Agreement, and
      the
      use thereof by Client 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
      Dealings and Non-Subornation** .
      Contractor warrants that no officer, director, employee of Client, or any of
      their immediate family members, (i) has received or will receive anything of
      value of any kind from Contractor or its Personnel in connection with this
      Agreement, or (ii) has a business relationship of any kind with Contractor
      or
      its Personnel. Contractor further warrants that Contractor 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.** Contractor
      warrants that at the time of delivery and thereafter throughout the applicable
      warranty period, each Deliverable will conform to the applicable Acceptance
      Criteria. If not specified by the Parties on the Work Order, the warranty period
      for a Deliverable performance shall be the ninety (90) day period commencing
      from the date Client accepts the Deliverable. In addition, the warranty period
      for a Deliverable will be extended by the aggregate time Client is unable to
      effectively use the Deliverable during the specified warranty period as a result
      of a Defect. If Contractor receives notice of a Deliverable Defect during the
      warranty period, then Contractor will (at no additional charge) correct the
      Defect. If Contractor is unable or unwilling to correct a Defect that has been
      identified by Client during the warranty period, then Client may terminate
      the
      applicable Work Order (in whole or in part) upon notice to Contractor, without
      financial liability or obligation (for the portion terminated).





10.4  **Standard
      of Service.** Contractor
      warrants that the Services will be performed and the Deliverables will be
      prepared in a timely and professional manner, in conformity with standards
      generally accepted in the Software industry, by qualified and skilled
      individuals. If Contractor fails to provide the Services as warranted and Client
      so notifies Contractor within thirty (30) days after the date Contractor
      declares the Services to have been completed, then Contractor will re-perform
      the Services at no additional charge. If Contractor is unable or unwilling
      to
      re-perform the Services as warranted, then Client shall be entitled to recover
      the fees paid to Contractor for the deficient Services.





10.5  **Disabling
      Devices.** Contractor
      represents and warrants that prior to delivering any software to Client,
      Contractor 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.
      Contractor further represents and warrants that any software developed,
      delivered or installed by Contractor shall not contain any computer code or
      any
      other procedures, routines or mechanisms designed by Contractor, its Personnel
      or its licensors to: (i) disrupt, disable, harm or impair in any way such
      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 such software to damage or corrupt
      any of Client’s or its Affiliates’ (or their respective customers’) data,
      storage media, programs, equipment or communications, or otherwise interfere
      with Client’s or its Affiliates’ operations, or (iii) permit Contractor, its
      Personnel, its licensors or any other third party to access such software (or
      Client’s or its Affiliates’ computer systems) for any reason (sometimes referred
      to as “traps”, “access codes” or “trap door” devices). Contractor 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).





10.6  **Favorable
      Provisions.** Reserved.





10.7  **Disclaimer.** EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT
      OR
      ESTABLISHED BY APPLICABLE LAW AS RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY
      CONTRACT, CONTRACTOR DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES,
      INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE.





**11.**  **NON-EXCLUSIVE
      RIGHTS**





Nothing
      in this Agreement shall preclude or limit Contractor, Client or an Affiliate
      from independently acquiring or developing competitive products or services
      for
      itself or its customers, or from providing competitive products or services
      to
      its customers, so long as neither Contractor, Client nor Affiliate breaches
      the
      obligations (including the obligations of confidentiality and intellectual
      property) it has assumed under this Agreement.





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





12.1  **Contractor’s
      Confidential Information.** Contractor’s
      “Confidential Information” **** means
      and refers to all materials furnished by Contractor that are expressly
      identified or marked by Contractor as “confidential”. In the event Contractor
      intends to supply Confidential Information for use in connection with a Project
      (for example, as part of a Deliverable), Contractor will provide Client with
      a
      written summary of such Confidential Information prior to Contractor’s
      disclosure thereof to Client.





12.2  **Client’s
      Confidential Information.** Client’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 Client
      or by a third party ), whether furnished or disclosed to Contractor by Client or an Affiliate, or
      otherwise obtained, accessed or observed by Contractor from Client or an
      Affiliate, that satisfies
      at least one of the following criteria:





12.2.1
            Information
                or materials related to Client’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 Client’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 Client 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 Client or an Affiliate to Contractor;


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
                Client’s (or an Affiliate’s) 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 Client’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 Client,
      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 Client, 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 Client’s Confidential Information to any
      of its Personnel, Contractor will ensure that each of its Personnel who will
      be
      working on a Project is bound by a written Non-Disclosure and Work Product
      Assignment Agreement in the form attached as **Appendix
      B** ,
      or in the form of non-disclosure and work product assignment agreement regularly
      used by Contractor, a copy of which is attached as **Appendix
      B-1** .
      Contractor will furnish executed originals of all such agreements to Client’s
      project manager (or such other representative as may be designated by the
      Client) prior to commencing any work hereunder. 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  **Removal
      from Premises.** Contractor will not remove or transmit Client’s Confidential Information from
      Client's premises without, in each case, obtaining Client’s express prior
      written consent. If any of Client’s Confidential Information must leave Client’s
      premises (through the mail, magnetic tape, line transmission or any other
      communication media) in order for Contractor to perform the Services, Contractor
      will use, and will cause its Personnel to use, the highest degree of care to
      safeguard such information from intrusion, tampering, theft, loss, and breaches
      of confidentiality.





12.5  **Legends.** Neither Party will not remove any copyright or other proprietary notice of
      confidentiality contained on or included in the other Party’s Confidential
      Information; and each Party will reproduce any such notice on any reproduction,
      modification or translation of the other Party’s Confidential
      Information.





12.6  **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:




12.6.1
            is
                or has become generally known by persons engaged in the technology
                or
                financial services industries,without any breach by the Receiving Party of the provisions of this
                Agreement or any other applicable agreement between the
                Parties;


12.6.2
            was
                rightfully in the possession of the Receiving Party, without
                confidentiality restrictions, prior to such Party’s receipt pursuant to
                this Agreement;


12.6.3
            was
                rightfully acquired by the Receiving Party from a third party who
                was
                entitled to disclose such information, without confidentiality or
                proprietary restrictions;


12.6.4
            was
                independently developed by the Receiving Party without using or referring
                to the Disclosing Party’s Confidential Information;
                or,


12.6.5
            is
                subject to a written agreement pursuant to which the Disclosing Party
                authorized the Receiving Party to disclose the subject
                information.





12.7  **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:





12.7.1
            promptly
                notifies the Disclosing Party of the order in order to provide the
                Disclosing Party an opportunity to seek a protective order;


12.7.2
            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,


12.7.3
            disclose
                only the portion of the Disclosing Party’s Confidential Information that
                is required to be disclosed under such law, regulation or
                order.





12.8  **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 Contractor in connection with the matters contemplated
      by this Agreement, Contractor will keep such Nonpublic Personal Information
      strictly confidential and strictly limit its use of such information to the
      purposes contemplated by this Agreement. Contractor agrees that Client shall
      have the right to conduct a review of the procedures used by Contractor to
      maintain the confidentiality of such Nonpublic Personal Information.





**12.8**  **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 from the Disclosing Party for such a certification. For the avoidance
      of
      doubt, this **Section
      12.9** shall not be construed (i) to require Client to return any of Contractor’s
      Confidential Information that was furnished as part of, or in conjunction with,
      a Deliverable, or (ii) to limit either Party’s right to seek relief from damages
      that are caused by the other Party’s default.





12.9  **Insider
      Trading and Tipping Notice** .
      The Contractor acknowledges that the federal securities laws, other applicable
      local laws, and the Client’s policies and procedures prohibit any person or
      entity that has received from the client material, nonpublic information about
      a
      company, from purchasing or selling securities of that company or from
      communicating such information to any other person or entity that may sell
      or
      purchase such securities.





**13.**
            **PUBLICITY**





Contractor
      will not disclose the identity of Client as a customer of Contractor or the
      existence, nature or terms of this Master Agreement or any Work Orders, without
      the prior written consent of Client, which Client 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.** Contractor will defend, hold harmless and indemnify Client, 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 Services, Deliverables or any
      other materials furnished by Contractor to Client (or that the use thereof)
      infringes (whether directly, contributorily, by inducement or otherwise),
      misappropriates or violates  such
      third party's Intellectual Property Rights. Contractor’s indemnity obligation
      under this Section 14.1 shall not extend to claims based on: (i) an unauthorized
      modification of the Deliverables made by an Client where the Deliverables would
      not be infringing without such modification, (ii) customized portions of the
      Deliverables designed in accordance with written specifications provided by
      Client where the Deliverables would not be infringing but for their adherence
      to
      the Specifications provided by Client or (iii) Client’s continued use of
      allegedly infringing Deliverables where Contractor has provided Client with
      an
      updated, non-infringing, equally suitable, functionally equivalent and
      compatible version of the Deliverables.





14.2  **General
      Indemnity.** Contractor will defend, hold harmless and indemnify the Indemnitees from and
      against all third-party claims for Damages arising out of, or relating
      to:





14.2.1
            breach
                of any obligation for which Contractor is responsible as employer
                or
                contractor of its Personnel;


14.2.2
            any
                breach by Contractor (or its Personnel) of the obligations assumed
                under,
                or the representations or warranties provided in,**Sections
                10.5**and**12**of this Agreement;


14.2.3
            any
                gross negligence or willful misconduct of Contractor or its Personnel;
                or,


14.2.4
            any
                act or omission by Contractor that results in personal injury or
                death, or
                damage to property.





14.3  **Indemnification
      Procedures.** If
      an Indemnitee seeks indemnification under this Agreement, the Indemnitee will:
      (i) give prompt notice to Contractor concerning the existence of the
      indemnifiable event; (ii) grant authority to Contractor to defend or settle
      any
      related action or claim; and, (iii) provide, at Contractor’s expense, such
      information, cooperation and assistance to Contractor as may be reasonably
      necessary for Contractor to defend or settle the claim or action. The
      Indemnitee’s failure to give prompt notice shall not constitute a waiver of the
      Indemnitee’s right to indemnification and shall affect Contractor’s
      indemnification obligations only to the extent that Contractor’s rights are
      materially prejudiced by such failure or delay. Notwithstanding anything to
      the
      contrary set forth herein, (i) the Indemnitee may participate, at its own
      expense, in any defense and settlement directly or through counsel of its
      choice, and (ii) Contractor 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 Contractor elects not to defend any claim,
      the Indemnitee will have the right to defend or settle the claim as it may
      deem
      appropriate, at the cost and expense of Contractor, and Contractor will promptly
      reimburse the Indemnitee for all costs, expenses, settlement amounts and other
      Damages.





14.4  **Mitigation
      of Damages** .
      If any Deliverable becomes, or (in Contractor's opinion) is likely to become,
      the subject of any such third party claim, then Contractor (at its sole cost
      and
      expense) may either: (i) procure the right for the Client to continue using
      the
      Deliverable as contemplated hereunder; (ii) modify the Deliverable to render
      it
      non-infringing (provided such modification does not materially degrade the
      Deliverable’s functionality); or (iii) replace the Deliverable with equally
      suitable, functionally equivalent, compatible, non-infringing Deliverable.
      If
      none of the foregoing are commercially practicable despite Contractor using
      all
      reasonable efforts and if Client is not permitted to continue using the
      Deliverable, then Client shall be entitled to recover from Contractor the
      following. If Client is prohibited from using the Deliverable within two years
      after the date the Deliverable was accepted, then Client shall be entitled
      to
      recover an amount equal to all fees paid for services related to the
      Deliverable. If Client is prohibited from using the Deliverable more than two
      years after the date the Deliverable was accepted, then Client shall be entitled
      to recover an amount equal to a pro-rated portion of the fees paid for the
      Deliverable (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.** Contractor will promptly notify Client concerning any threat, warning, claim
      or
      action against Contractor or its customers or suppliers of which Contractor
      has
      knowledge, that could have an adverse impact on Client's use of any Deliverable
      provided or made available to Client pursuant to this Agreement.








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





15.1  **Required
      Coverage.** During the term of this Agreement and for so long as any Work Order has not
      yet
      been completed or terminated, Contractor 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 Client.





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 Contractor’s obligations under this Agreement. This insurance
                shall be maintained for a period of at least two (2) years after
                completion of all Work Orders.


15.1.2
            Fidelity/Crime
                Insurance in the minimum amount of $2,000,000 per occurrence providing
                coverage for any loss sustained by Client or an Affiliate as a result
                of
                any dishonest act by Contractor’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 Contractor; (ii) property of others, which the Contractor
                holds in its care, custody and control; and (iii) property of others
                for
                which the Contractor 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 Contractor’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.**Contractor will deliver Certificates of Insurance to Client prior
                to the
                execution of the Master 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 Client 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, Contractor will deliver to Client 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 Client, Affiliates and assignees (suggest other parties
                if
                necessary) as additional insureds. Each policy required pursuant
                to
                Subs**ection
                15.1.2**shall name Client, Affiliates and assignees as loss payees. Client’s
                acceptance of delivery of a Certificate of Insurance that does not
                conform
                to the requirements of this Section shall not relieve Contractor
                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 Contractor will not in any manner limit the
      liabilities and obligations assumed by Contractor under this
      Agreement.





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





EXCEPT
      TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY SHALL
      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
      CONTRACTOR UNDER THIS AGREEMENT OR (ii) DAMAGES ARISING FROM CLAIMS FOR WHICH
      EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO SECTION 14.2.2
      IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID TO CONTRACTOR 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, (iii) ARISING
      FROM
      CLAIMS FOR WHICH EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT
      TO SECTIONS 14.1 OR 14.2 ABOVE, OR (iv) ARISING FROM ANY BREACH BY CONTRACTOR
      OF
      ITS OBLIGATIONS SET FORTH IN SECTION 10.5 AND SECTION 12 HEREIN.





**17.**   **SUBCONTRACTORS**





Contractor
      will not use a subcontractor to perform Contractor’s obligations under this
      Agreement without obtaining Client’s prior written approval, which will not be
      unreasonably withheld or delayed. Client’s approval of a subcontractor shall not
      constitute a waiver of any rights Client may have based on Contractor’s
      representations and warranties. Contractor 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 Client and any
      subcontractor, nor any obligation on the part of Client, to pay or to ensure
      the
      payment of any money due any subcontractor.





**18.**   **ASSIGNMENT**





Either
      party may, with notice to 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 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 Work Order, 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 Work Order shall be given to
      the
      intended recipient’s then current project manager. Any notice from Contractor
      that either (i) relates to the Master Agreement, or (ii) alleges Client
      committed a material breach, shall also be sent to Client’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, Contractor 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.





**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 forgoing, Contractor specifically and
      irrevocably consents to personal and subject matter jurisdiction for such claims
      or disputes in the federal or state court 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 Contractor,
      at the address for notice set forth in, or designated pursuant to, this
      Agreement.





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





**22.**   **REMEDIES**





22.1  **Equitable
      Relief.** Contractor and Client 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 the 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 Client terminates a Work Order pursuant to **Section
      6.3** or **Section 10.3** ,
      then Client will be entitled to recover from Contractor all amounts paid by
      Client pursuant to the Work Order on account of (i) the defective Deliverable,
      and (ii) the Services or other products furnished by Contractor to Client in
      conjunction with such Deliverable, that Client is unable to utilize effectively
      or completely as a result of Contractor’s failure to fulfill (in a timely
      manner) its obligation to furnish a conforming Deliverable or to correct the
      Defect.





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 Client
      for
      loss or damages for which Contractor is responsible, Client shall be entitled
      to
      adjust the amounts claimed against future or outstanding payments due, or which
      may become due, to Contractor.





**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 thirty (30) days, the Party
      not relying on the excusable delay may, at its option, terminate the affected
      Work Order(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 Contractor to maintain a contingency
      plan (and provide evidence of its current and periodic testing if requested
      by
      Client) for the continuation of business so that despite any disruption in
      Contractor’s ability to fulfill its service obligations from any particular
      location or through the efforts of any particular individuals, Contractor will
      be able to fulfil its service obligations from an alternative/backup
      location.





**25.**  **SOLICITING
      FOR HIRE**





Neither
      party will not directly or indirectly solicit any employee of the other party
      for employment or services while a Work Order is in effect, nor during the
      twelve (12) month period following the termination of the Work Order. For the
      purposes of this Section, the advertisement of employment opportunities by
      a
      Party in any public forum (including magazines, trade journals, publicly
      accessible internet sites, classified advertisements, or job fairs open to
      the
      public) shall not be considered "solicitation", and the hiring of an individual
      as a result of his or her response to such a general employment advertisement
      or
      in response to his or her unsolicited employment inquiry shall not constitute
      a
      breach of this Agreement.





**26.**  **CONSTRUCTION**





**26.1**  **Inconsistencies** .
      In the event of any inconsistency between the provisions of this Master
      Agreement and any Work Order, the provisions of the Work Order shall govern
      for
      purposes of such Work Order.





**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 cannot 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 (including any licenses
      expressly granted to Client by Contractor under this Agreement), shall so
      survive and continue to bind the Parties.





**26.5**  **Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed
      to
      be an original, and all of which together shall constitute one
      instrument. ****





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





Upon
      Client’s request, Contractor will provide a completed audited statement of the
      financial condition of Contractor’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, Work Orders, and other appendices
      attached hereto or specifically incorporated herein by reference) constitutes
      the complete understanding of the Parties with regard to the subject matter
      hereof. This Agreement 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. Contractor 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 Client that is not
      contained herein.





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





**Chordiant
                Software, Inc.**
            
            **Citicorp
                Credit Services, Inc. (USA)**By:
            /s/
                Kelly Hicks
            
            By:
            /s/
                Mitchell J. HabibName:
            Kelly
                Hicks
            
            Name:
            Mitchell
                J. HabibTitle:
            Vice
                President, Finance
            
            Title:
            CIODate:
            June
                6, 2006
            
            Date:
            June
                6, 2006











**APPENDIX
      A**


**WORK
      ORDER**





Work
                Order #:Effective
                Date:





**THIS
      WORK ORDER** is
      entered as of the Effective Date designated above, by and between Contractor
      and
      the Client designated below. The Parties hereto acknowledge that they are
      entering into this Work Order pursuant to the provisions of the Master
      Professional Services Agreement dated as of __________________, between
      Contractor and *CITIGROUP
      ENTITY THAT SIGNED MASTER* . ** The Parties further acknowledge and agree that the provisions of the Master
      Professional Services Agreement shall apply to this Work Order as though such
      provisions were set forth herein in their entirety.





**Party:**
            **CONTRACTOR**
            **CLIENT**Name:Address:State
                of Incorporation:








**Project
                Name**:





**Commencement
                Date:**
            
            **Completion
                Date:**





**Project
                Managers:**
            For
                Contractor
            For
                Client**Address:****Phone:****e-mail:**





**Description
                of Services To Be Performed**(Add attachment if needed.):





**Description
                of Deliverables**(Add attachment if needed.):





**Deliverable
                Milestones**(Add
                attachment if needed.):DATE:DATE:DATE:








**Acceptance
                Criteria**(Attach
                Specifications and other criteria if applicable.)








**Warranty
                Period:**





**Basis
                for Determining Fee****Time
                and Material Rates:****Estimated
                Total Fees****Estimated
                Total Expenses****Estimated
                Total Cost***The
                total cost shown above may not be exceeded without the prior written
                approval of Client. Unless the fee basis is a firm fixed price, Client
                is
                under no obligation to spend any minimum amount.**Fixed
                Price Fee:**





**Billing
                Address:**





**Contractor’s
                Personnel:****Number
                of Personnel**
            **Skill
                Level**
            **Service
                Location**





**Additional
                Terms and Conditions:**
              
              
              
              **Ownership
                of Deliverables (if different than provided in Section
                7):**





**IN
      WITNESS WHEREOF,** the Parties hereto, through their duly authorized officers, have executed this
      Work Order to the Master Professional Services Agreement as of the Effective
      Date designated above.





**Contractor:**
            
            **Client:**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:Date:
            
            
            Date:















**Appendix
      B-1**




**CHORDIANT
      SOFTWARE, INC.**




**EMPLOYEE
      PROPRIETARY INFORMATION**


**AND
      INVENTIONS AGREEMENT**




In
      consideration of my employment or continued employment by **CHORDIANT
      SOFTWARE, INC.** (the
      " **Company** "),
      and the compensation now and hereafter paid to me, I hereby agree as
      follows:








**1.**
            **Nondisclosure**




**1.1**  **Recognition
      of Company's Rights; Nondisclosure.** At all times during my employment and thereafter, I will hold in strictest
      confidence and will not disclose, use, lecture upon or publish any of the
      Company's Proprietary Information (defined below), except as such disclosure,
      use or publication may be required in connection with my work for the Company,
      or unless an officer of the Company expressly authorizes such in writing. I
      will
      obtain Company's written approval before publishing or submitting for
      publication any material (written, verbal, or otherwise) that relates to my
      work
      at Company and/or incorporates any Proprietary Information. I hereby assign
      to
      the Company any rights I may have or acquire in such Proprietary Information
      and
      recognize that all Proprietary Information shall be the sole property of the
      Company and its assigns.




**1.2**  **Proprietary
      Information.** The
      term " **Proprietary
      Information** "
      shall mean any and all confidential and/or proprietary knowledge, data or
      information of the Company. By way of illustration but not limitation,
      " **Proprietary
      Information** "
      includes (a) trade secrets, inventions, mask works, ideas, processes,
      formulas, source and object codes, data, programs, other works of authorship,
      know-how, improvements, discoveries, developments, designs and techniques
      (hereinafter collectively referred to as " **Inventions** ");
      and (b) information regarding plans for research, development, new
      products, marketing and selling, business plans, budgets and unpublished
      financial statements, licenses, prices and costs, suppliers and customers;
      and
      (c) information regarding the skills and compensation of other employees of
      the
      Company. Notwithstanding the foregoing, it is understood that, at all such
      times, I am free to use information which is generally known in the trade or
      industry, which is not gained as result of a breach of this Agreement, and
      my
      own, skill, knowledge, know-how and experience to whatever extent and in
      whichever way I wish.




**1.3**  **Third
      Party Information.** I
      understand, in addition, that the Company has received and in the future will
      receive from third parties confidential or proprietary information
      (" **Third
      Party Information** ")
      subject to a duty on the Company's part to maintain the confidentiality of
      such
      information and to use it only for certain limited purposes. During the term
      of
      my employment and thereafter, I will hold Third Party Information in the
      strictest confidence and will not disclose to anyone (other than Company
      personnel who need to know such information in connection with their work for
      the Company) or use, except in connection with my work for the Company, Third
      Party Information unless expressly authorized by an officer of the Company
      in
      writing.




**1.4**  **No
      Improper Use of Information of Prior Employers and Others.** During my employment by the Company I will not improperly use or disclose any
      confidential information or trade secrets, if any, of any former employer or
      any
      other person to whom I have an obligation of confidentiality, and I will not
      bring onto the premises of the Company any unpublished documents or any property
      belonging to any former employer or any other person to whom I have an
      obligation of confidentiality unless consented to in writing by that former
      employer or person. I will use in the performance of my duties only information
      which is generally known and used by persons with training and experience
      comparable to my own, which is common knowledge in the industry or otherwise
      legally in the public domain, or which is otherwise provided or developed by
      the
      Company.




**2.**
            **Assignment
                of Inventions.**




**2.1**  **Proprietary
      Rights.** The term " **Proprietary
      Rights** "
      shall mean all trade secret, patent, copyright, mask work and other intellectual
      property rights throughout the world.




**2.2**  **Prior
      Inventions.** Inventions, if any, patented or unpatented, which I made prior to the
      commencement of my employment with the Company are excluded from the scope
      of
      this Agreement. To preclude any possible uncertainty, I have set forth on *Exhibit B* (Previous
      Inventions) attached hereto a complete list of all Inventions that I have,
      alone
      or jointly with others, conceived, developed or reduced to practice or caused
      to
      be conceived, developed or reduced to practice prior to the commencement of
      my
      employment with the Company, that I consider to be my property or the property
      of third parties and that I wish to have excluded from the scope of this
      Agreement (collectively referred to as " **Prior
      Inventions** ").
      If disclosure of any such Prior Invention would cause me to violate any prior
      confidentiality agreement, I understand that I am not to list such Prior
      Inventions in *Exhibit B* but am only to disclose a cursory name for each such invention, a listing of
      the
      party(ies) to whom it belongs and the fact that full disclosure as to such
      inventions has not been made for that reason. A space is provided on *Exhibit
      B* for such purpose. If no such disclosure is attached, I represent that there
      are
      no Prior Inventions. If, in the course of my employment with the Company, I
      incorporate a Prior Invention into a Company product, process or machine, the
      Company is hereby granted and shall have a nonexclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with rights to sublicense through
      multiple tiers of sublicensees) to make, have made, modify, use and sell such
      Prior Invention. Notwithstanding the foregoing, I agree that I will not
      incorporate, or permit to be incorporated, Prior Inventions in any Company
      Inventions without the Company's prior written consent.




**2.3**  **Assignment
      of Inventions.** Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the
      future (when any such Inventions or Proprietary Rights are first reduced to
      practice or first fixed in a tangible medium, as applicable) to the Company
      all
      my right, title and interest in and to any and all Inventions (and all
      Proprietary Rights with respect thereto) whether or not patentable or
      registrable under copyright or similar statutes, made or conceived or reduced
      to
      practice or learned by me, either alone or jointly with others, during the
      period of my employment with the Company. Inventions assigned to the Company,
      or
      to a third party as directed by the Company pursuant to this Section 2, are
      hereinafter referred to as " **Company
      Inventions** ."




**2.4**  **Nonassignable
      Inventions.** This Agreement does not apply to an Invention which qualifies fully as a
      nonassignable Invention under Section 2870 of the California Labor Code
      (hereinafter " **Section 2870** ").
      I have reviewed the notification on *Exhibit
      A* (Limited Exclusion Notification) and agree that my signature acknowledges
      receipt of the notification.




**2.5**  **Obligation
      to Keep Company Informed.** During the period of my employment and for six (6) months after termination
      of
      my employment with the Company, I will promptly disclose to the Company fully
      and in writing all Inventions authored, conceived or reduced to practice by
      me,
      either alone or jointly with others. In addition, I will promptly disclose
      to
      the Company all patent applications filed by me or on my behalf within a year
      after termination of employment. At the time of each such disclosure, I will
      advise the Company in writing of any Inventions that I believe fully qualify
      for
      protection under Section 2870; and I will at that time provide to the
      Company in writing all evidence necessary to substantiate that belief. The
      Company will keep in confidence and will not use for any purpose or disclose
      to
      third parties without my consent any confidential information disclosed in
      writing to the Company pursuant to this Agreement relating to Inventions that
      qualify fully for protection under the provisions of Section 2870. I will
      preserve the confidentiality of any Invention that does not fully qualify for
      protection under Section 2870.




**2.6**  **Government
      or Third Party.** I
      also agree to assign all my right, title and interest in and to any particular
      Company Invention to a third party, including without limitation the United
      States, as directed by the Company.




**2.7**  **Works
      for Hire.** I
      acknowledge that all original works of authorship which are made by me (solely
      or jointly with others) within the scope of my employment and which are
      protectable by copyright are "works made for hire," pursuant to United States
      Copyright Act (17 U.S.C., Section 101).




**2.8**  **Enforcement
      of Proprietary Rights.** I
      will assist the Company in every proper way to obtain, and from time to time
      enforce, United States and foreign Proprietary Rights relating to Company
      Inventions in any and all countries. To that end I will execute, verify and
      deliver such documents and perform such other acts (including appearances as
      a
      witness) as the Company may reasonably request for use in applying for,
      obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary
      Rights and the assignment thereof. In addition, I will execute, verify and
      deliver assignments of such Proprietary Rights to the Company or its designee.
      My obligation to assist the Company with respect to Proprietary Rights relating
      to such Company Inventions in any and all countries shall continue beyond the
      termination of my employment, but the Company shall compensate me at a
      reasonable rate after my termination for the time actually spent by me at the
      Company's request on such assistance.




In
      the event the Company is unable for any reason, after reasonable effort, to
      secure my signature on any document needed in connection with the actions
      specified in the preceding paragraph, I hereby irrevocably designate and appoint
      the Company and its duly authorized officers and agents as my agent and attorney
      in fact, which appointment is coupled with an interest, to act for and in my
      behalf to execute, verify and file any such documents and to do all other
      lawfully permitted acts to further the purposes of the preceding paragraph
      with
      the same legal force and effect as if executed by me. I hereby waive and
      quitclaim to the Company any and all claims, of any nature whatsoever, which
      I
      now or may hereafter have for infringement of any Proprietary Rights assigned
      hereunder to the Company.




**3.**
            **Records.******I
                agree to keep and maintain adequate and current records (in the form
                of
                notes, sketches, drawings and in any other form that may be required
                by
                the Company) of all Proprietary Information developed by me and all
                Inventions made by me during the period of my employment at the Company,
                which records shall be available to and remain the sole property
                of the
                Company at all times.




**4.**
            **Additional
                Activities.**I agree that during the period of my employment by the Company I
                will not,
                without the Company's express written consent, engage in any employment
                or
                business activity which is competitive with, or would otherwise conflict
                with, my employment by the Company. I agree further that for the
                period of
                my employment by the Company and for one (l) year after the date
                of
                termination of my employment with the Company I will not induce any
                employee of the Company to leave the employ of the Company. I agree
                further that for the period of my employment with the Company and
                for one
                (1) year after the date of termination of my employment with the
                Company,
                I will not solicit the business of any client or customer of the
                Company
                (other than on behalf of the Company).




**5.**  **No
      Conflicting Obligation.** I
      represent that my performance of all the terms of this Agreement and as an
      employee of the Company does not and will not breach any agreement to keep
      in
      confidence information acquired by me in confidence or in trust prior to my
      employment by the Company. I have not entered into, and I agree I will not
      enter
      into, any agreement either written or oral in conflict herewith.




**6.**  **Return
      of Company Documents.** When I leave the employ of the Company, I will deliver to the Company any and
      all drawings, notes, memoranda, specifications, devices, formulas, and
      documents, together with all copies thereof, and any other material containing
      or disclosing any Company Inventions, Third Party Information or Proprietary
      Information of the Company. I further agree that any property situated on the
      Company's premises and owned by the Company, including disks and other storage
      media, filing cabinets or other work areas, is subject to inspection by Company
      personnel at any time with or without notice. Prior to leaving, I will cooperate
      with the Company in completing and signing the Company's termination
      statement.




**7.**  **Legal
      and Equitable Remedies.** Because my services are personal and unique and because I may have access to
      and
      become acquainted with the Proprietary Information of the Company, the Company
      shall have the right to enforce this Agreement and any of its provisions by
      injunction, specific performance or other equitable relief, without bond and
      without prejudice to any other rights and remedies that the Company may have
      for
      a breach of this Agreement.




**8.**  **Notices.** Any notices required or permitted hereunder shall be given to the appropriate
      party at the address specified below or at such other address as the party
      shall
      specify in writing. Such notice shall be deemed given upon personal delivery
      to
      the appropriate address or if sent by certified or registered mail, three (3)
      days after the date of mailing.




**9.**  **Notification
      of New Employer.** In the event that I leave the employ of the Company, I hereby consent to the
      notification of my new employer of my rights and obligations under this
      Agreement.




**10.**  **General
      Provisions.**




**10.1**  **Governing
      Law; Consent to Personal Jurisdiction.** This Agreement will be governed by and construed according to the laws of the
      State of California, as such laws are applied to agreements entered into and
      to
      be performed entirely within California between California residents. I hereby
      expressly consent to the personal jurisdiction of the state and federal courts
      located in Santa Clara County, California for any lawsuit filed there against
      me
      by Company arising from or related to this Agreement.




**10.2**  **Severability.** In case any one or more of the provisions contained in this Agreement shall,
      for
      any reason, be held to be invalid, illegal or unenforceable in any respect,
      such
      invalidity, illegality or unenforceability shall not affect the other provisions
      of this Agreement, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein. If moreover,
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be excessively broad as to duration, geographical scope,
      activity or subject, it shall be construed by limiting and reducing it, so
      as to
      be enforceable to the extent compatible with the applicable law as it shall
      then
      appear.




**10.3**  **Successors
      and Assigns.** This Agreement will be binding upon my heirs, executors, administrators and
      other legal representatives and will be for the benefit of the Company, its
      successors, and its assigns.




**10.4**  **Survival.** The provisions of this Agreement shall survive the termination of my employment
      and the assignment of this Agreement by the Company to any successor in interest
      or other assignee.




**10.5**  **Employment.** I
      agree and understand that nothing in this Agreement shall confer any right
      with
      respect to continuation of employment by the Company, nor shall it interfere
      in
      any way with my right or the Company's right to terminate my employment at
      any
      time, with or without cause.




**10.6**  **Waiver.** No waiver by the Company of any breach of this Agreement shall be a waiver
      of
      any preceding or succeeding breach. No waiver by the Company of any right under
      this Agreement shall be construed as a waiver of any other right. The Company
      shall not be required to give notice to enforce strict adherence to all terms
      of
      this Agreement.




**10.7**  **Entire
      Agreement.** The obligations pursuant to Sections 1 and 2 of this Agreement shall apply
      to
      any time during which I was previously employed, or am in the future employed,
      by the Company as a consultant if no other agreement governs nondisclosure
      and
      assignment of inventions during such period. This Agreement is the final,
      complete and exclusive agreement of the parties with respect to the subject
      matter hereof and supersedes and merges all prior discussions between us. No
      modification of or amendment to this Agreement, nor any waiver of any rights
      under this Agreement, will be effective unless in writing and signed by the
      party to be charged. Any subsequent change or changes in my duties, salary
      or
      compensation will not affect the validity or scope of this Agreement.




This
      Agreement shall be effective as of the first day of my employment with the
      Company, namely: _______________, 20__.




**I
      have read this Agreement carefully and understand its terms. I have completely
      filled out Exhibit B to this Agreement.**




Dated:
      ___________




**(Signature)**




**(Printed
      Name)**




**Accepted
      and Agreed To:**




**CHORDIANT
      SOFTWARE, INC.**




By:




Title:




(Address)








Dated:
      _______












**Exhibit
      A**




**LIMITED
      EXCLUSION NOTIFICATION**




**This
      is to notify** you
      in accordance with Section 2872 of the California Labor Code that the foregoing
      Agreement between you and the Company does not require you to assign or offer
      to
      assign to the Company any invention that you developed entirely on your own
      time
      without using the Company's equipment, supplies, facilities or trade secret
      information except for those inventions that either:




**1.**  Relate
      at the time of conception or reduction to practice of the invention to the
      Company's business, or actual or demonstrably anticipated research or
      development of the Company;




**2.**  Result
      from any work performed by you for the Company.




To
      the extent a provision in the foregoing Agreement purports to require you to
      assign an invention otherwise excluded from the preceding paragraph, the
      provision is against the public policy of this state and is
      unenforceable.




This
      limited exclusion does not apply to any patent or invention covered by a
      contract between the Company and the United States or any of its agencies
      requiring full title to such patent or invention to be in the United
      States.




**I
      acknowledge receipt** of
      a copy of this notification.




By:


**(Printed
      Name of Employee)**




Date:


**Witnessed
      by:**






**(Printed
      Name of Representative)**













**Exhibit
      B**




**TO:**   **CHORDIANT
      SOFTWARE, INC.**




**FROM:**




**DATE:**




**SUBJECT:**  **Previous
      Inventions**




1 **.**  Except
      as listed in Section 2 below, the following is a complete list of all inventions
      or improvements relevant to the subject matter of my employment by **CHORDIANT
      SOFTWARE, INC.** (the
      " **Company** ")
      that have been made or conceived or first reduced to practice by me alone or
      jointly with others prior to my engagement by the Company:




***For
      Check Boxes:***




**1.** Double-click on Check Box


**2.** Click
      on **“Checked”** in *Default
      Value,* click **OK**


**3.** If you
      want to remove a check mark:


double-click
      on the Check Box


click
      on **“** Unchecked **”** in *Default
      Value*


click
      OK




***Delete
      this Hidden Text after you follow the instructions.*** **


*Hidden
      Text can affect pagination on the screen.*


*(It
      does not affect pagination when you print the document)*


No
      inventions or improvements.




See
      below:
















Additional
                sheets attached.




2 **.**  Due
      to a prior confidentiality agreement, I cannot complete the disclosure under
      Section 1 above with respect to inventions or improvements generally listed
      below, the proprietary rights and duty of confidentiality with respect to which
      I owe to the following party(ies):




**Invention
      or Improvement**  **Party(ies)**   **Relationship**




**1.**




**2.**




**3.**




Additional
                sheets attached.







**APPENDIX
      C**


RESERVED








**Addendum
      #1**





APPLICATION
      DEVELOPMENT ADDENDUM





Application
                Name:
            CollectionsEffective
                Date:
            April
                3, 2006





**THIS
      APPLICATION DEVELOPMENT ADDENDUM #1** is
      entered as of the Effective Date designated above, by and between Contractor
      and
      the Client designated below. The Parties hereto acknowledge that they are
      entering into this Addendum pursuant to the provisions of the Master
      Professional Services Agreement dated as of April 3, 2006, between Contractor
      and Citicorp Credit Services, Inc. (USA). ** The Parties further acknowledge and agree that except as otherwise provided
      below the provisions of the Master Professional Services Agreement and the
      meanings of capitalized terms to the extent set forth therein shall apply to
      this Addendum as though such provisions were set forth herein in their entirety.





**Party:**
            **CONTRACTOR**
            **CLIENT**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








**Application
                Name**:
                Collections


(the
      “Application”)





**Client
      Specific Intellectual Property Rights:**


(“Client
      Specific IPR”)





·
            Specific
                Analytics and Rules previously developed and/or to be developed by
                Client


·
            Unique
                Processes that are not Industry Standard previously developed and/or
                to be
                developed by Client





The
      parties acknowledge that the Application is under software development by
      Contractor as of the date of this Addendum under the Agreement between the
      Parties dated April 3, 2006, and that Client is a cooperative and contributing
      party to such Application software development (the “Project”). The parties
      acknowledge that the Application developed hereunder will contain both generic
      elements and Client-specific elements. It is the Parties’ intention that
      Contractor will be able to market, distribute and sell the generic elements
      of
      the Application as a comprehensive application product to its other customers.
      It is also the parties’ intention that the proprietary elements of Client’s
      Application channel including without limitation Client Specific IPR will not
      be
      incorporated into the Application product distributed by Contractor. With the
      exception of Client Specific IPR, all Application software will solely owned
      by
      Contractor.





With
      respect to the development and ownership of the Application, the following
      terms
      shall apply in lieu of Sections 7.1, 7.2, 7.3 and 7.4 of the Master Professional
      Services Agreement:





1.  **Application
      Work Product.** The phrase “Application Work Product” shall mean and include the Deliverables,
      all ideas, concepts, know-how, techniques, inventions, discoveries,
      improvements, specifications, designs, methods, devices, systems, reports,
      studies, computer software (in object or source code), programming and other
      documentation, flow charts, diagrams and all other information or tangible
      material of any nature whatsoever (in any medium and in any stage of development
      or completion) relating to the subject matter of this Addendum or the applicable
      Work Order (if any), that are conceived, designed, practiced, prepared, produced
      or developed by Contractor or any of its Personnel during the course of the
      Project; provided however that the Client Specific IPR shall not be part of
      the
      Application Work Product. To the fullest extent permitted under law, all
      Application Work Product shall be the property of Contractor. To the extent
      Client has participated in the development of the Application Work Product,
      Client hereby irrevocably and exclusively assigns, transfers and conveys to
      Contractor all Intellectual Property Rights in and to any and all Application
      Work Product, exclusive of the Client Specific IPR. Client Specific IPR is
      not
      included in the definition of Application Work Product. Client will retain
      ownership of all Client Specific IPR.





2.  **Client
      License.** Contractor hereby grants and will be conclusively deemed to have (at no
      additional cost) granted to Client and its Affiliates a perpetual, worldwide,
      irrevocable, royalty-free, non-exclusive license under the Master Software
      License and Support Agreement between the parties dated as of February 1, 2006
      (the “License Agreement”) to use, execute, display and perform the Application
      only in conjunction with the other software licensed by Contractor under the
      License Agreement, subject to any of Contractor’s rights or Client’s obligations
      under the License Agreement.





To
      the extent that there is any conflict between the terms of this Addendum and
      the
      terms of the Master Professional Services Agreement, the terms of this Addendum
      shall control.








**IN
      WITNESS WHEREOF,** the Parties hereto, through their duly authorized officers, have executed this
      Addendum to the Master Professional Services Agreement as of the Effective
      Date
      designated above.





**Contractor:**
            
            **Client:**By:
            /s/
                Kelly Hicks
            
            By:
            /s/
                Mitchell J. HabibName:
            Kelly
                Hicks
            
            Name:
            Mitchell
                J. HabibTitle:
            Vice
                President, Finance
            
            Title:
            CIODate:
            June
                6, 2006
            
            Date:
            June
                6, 2006