**SOFTWARE
      LICENSE AND SERVICES AGREEMENT**




**This**  **Software
      License And Services Agreement** (this “Agreement”) is made as of September 28, 2006 (the “Effective Date”) by
      and between **Connecticut
      General Life Insurance Company** ,
      a Connecticut corporation having a place of business at 900 Cottage Grove Road,
      Bloomfield, Connecticut 06152 (“Customer”), and **Chordiant
      Software, Inc.** ,
      a Delaware corporation having its principal place of business at 20400 Stevens
      Creek Blvd., Suite 400, Cupertino, CA 95014 (“Chordiant”). The terms of this
      Agreement shall apply to each Software license granted by Chordiant under this
      Agreement, which shall be identified on the Order Form.




**1.**  **Definitions.**




**(a)**  **“CIGNA
      Entities”** means (i) Customer and Customer subsidiaries, divisions and affiliates, as
      well
      as any divested or spun off Customer entities or divisions, (ii) business
      partners, members, suppliers or customers of the entities set forth in (i)
      and
      (iii) healthcare providers; provided that all individual users of such partners,
      members, suppliers, customers and healthcare providers shall be considered
      users
      for purposes of counting the Number of Concurrent Users.




**(b)**  “ **CIGNA
      Agent** ”
      means International Business Machines Corporation or such other third party
      service provider or providers designated by Customer.




**(c)**  “ **Number
      of Concurrent Users** ”
      means the peak sum of simultaneous users at any given time within a twelve
      (12)
      month period.




**(d)**  **“Delivery
      Date”** means the date on which Chordiant delivers the Software to Customer or its
      designee, or if no delivery is necessary, the Effective Date set forth above
      or
      on the relevant Order Form.




**(e)**  **“Designated
      Contact”** means the contact person or group designated by Customer who shall coordinate
      all Support requests to Chordiant.




**(f)**  **“Documentation”** means all documentation, technical manuals, operator and user guides and
      manuals, flow diagrams, file descriptions and other written information
      describing the functions, operational characteristics and specifications of
      the
      Software or other technology, or explaining how to install, use, maintain or
      support the Software or other technology. Documentation is provided in CD-ROM
      or
      bound form, whichever is generally available.




**(g)**  **“Error”** means a reproducible error, defect or problem in the Supported Program or
      Documentation which causes the Supported Program not to operate substantially
      in
      accordance with the Documentation




**(h)**  **“License
      Fee”** means
      the license fee(s) payable by Customer or CIGNA Agent pursuant to Section 8
      and
      as set forth in any particular Order Form.




**(i)**  **“Order
      Form”** means the document in hard copy form by which Customer orders Software licenses,
      and which is agreed to by the parties, or which is agreed to between Chordiant
      and a CIGNA Agent (and where the licensed Software is listed on Schedule A
      hereto). The Order Form shall reference the Effective Date and be governed
      by
      the terms of this Agreement.




**(j)**  **“Resolution”** means a modification or workaround to the Supported Program and/or Documentation
      provided by Chordiant to Customer that resolves an Error without additional
      cost
      to Customer or adverse impact to the CIGNA Entities.




**(k)**  **“Services”** means
      work performed by Chordiant for Customer pursuant to a Statement of Work agreed
      to by the parties under this Agreement.




**(l)**  **“Software”** means the software referenced in a particular Order Form in object code form,
      which consists of proprietary Chordiant software, and Third Party Software
      and
      Open Source Code Software embedded therein, and the media, Documentation and
      any
      Updates thereto. Additionally, the Customer shall be provided with certain
      source code elements of the proprietary Chordiant software pursuant to Section
      2.6 and may be provided with the entire source code of the proprietary Chordiant
      software from the Source Code escrow pursuant to Section 2.7, if
      appropriate.




**(m)**  **“Support”** means
      ongoing maintenance and support services provided by Chordiant and/or CIGNA
      pursuant to the terms of this Agreement as set forth on Exhibit
      A hereto, and, if more favorable to Customer, Chordiant’s current support
      policies. In any event, Chordiant shall be responsible for providing Minor
      Release Updates, Major Release Updates and Patch Updates as part of Support
      (and
      at no additional charge) under its contract with IBM and/or this Agreement.




**(n)**  “ **Supported
      Program** ”
      or “ **Supported
      Software** ”
      shall mean, at any given time, the then-current release and the two immediately
      preceding point releases from the current release of the Software in use by
      any
      of the CIGNA Entities. For example, if the most current release is 5.5,
      Chordiant must support 5.3, 5.4 and 5.5 or if the most current release is 6.1,
      then Chordiant must support 5.9, 6.0 and 6.1 (and once the current release
      is
      6.2, then support 6.0, 6.1 and 6.2).




**(o)**  **“Support
      Fee”** means
      the support fee(s) payable by Customer or a CIGNA Agent pursuant to Section
      3,
      if any, and as set forth in any particular Order Form. During the term of
      Chordiant’s services contract with IBM, IBM will pay Chordiant the Support Fee
      directly and Chordiant shall provide Support through IBM. In the event that
      the
      contract between IBM and Customer or the services agreement between IBM and
      Chordiant terminates, then Chordiant shall provide Support at fees consistent
      with the fees charged to IBM by Chordiant during the term of the CIGNA and
      IBM
      services agreement. Upon Customer’s request (subject to Customer having obtained
      IBM’s consent), Chordiant shall make such pricing information available to
      Customer; provided that such Support Fee may be increased from the previous
      year’s Support Fee by the lesser of 5% or the actual increase in the Consumer
      Price Index (CPI) for the previous twelve (12) month period as published by
      the
      Wall Street Journal.




**(p)**  **“Support
      Hours”** means
      the support hours specified on Schedule A for either the Standard Support period
      or the Premier Support period, as specified on the particular Order
      Form.




**(q)**  **“Support
      Period”** means the period during which Customer is entitled to receive Support on a
      Supported Program, which shall be a period of twelve (12) months beginning
      from
      the Delivery Date or, if applicable, twelve (12) months from the expiration
      of
      the preceding Support Period unless otherwise agreed in writing by the
      parties.




**(r)**  **“Supported
      Environment”** means the application server or servers on which the Documentation states the
      Software can operate.




**(s)**  **“Third
      Party Software”** means the software of Sun Microsystems, Corticon Technologies, Inc., Desiderata
      Software and Flux Corporation which is embedded in the Software and any other
      third party software embedded in the Software.




**(t)**  **“Update”** means any new release, version, enhancement, update, correction, patch, bug-fix
      or other modifications (regardless of how characterized) to the Software that
      are distributed, designed, developed or created by or for Chordiant, but
      excluding any Customizations or Additions. Chordiant shall provide such Major
      Release Updates, Minor Release Updates and Patch Updates to Customer and/or
      a
      CIGNA Agent at no additional fee at the same time as Chordiant provides them
      to
      other users or licensees of the Software as and when developed for general
      release. Additional Documentation is provided for Major Release Updates and
      Minor Release Updates. Such additional Documentation shall contain a description
      of any Open Source Code Software contained in the Update.




(i)
      “Major Release Update” shall mean any subsequent release of the Software that is
      a numbered release (ie, Chordiant 5 Foundation, or Chordiant 6 Foundation).




(ii)
      “Minor Release Update” shall mean any subsequent release of the Software that is
      a dot-, numbered release (ie, Chordiant 5.1 Foundation). All Minor Release
      Updates shall be included in the next Major Release Update.




(iii)
      “Patch Update” shall mean any subsequent release of the Software that is a dot-,
      dot- numbered release (ie, Chordiant 5.1.1 Foundation) and is typically a patch.
      All Patch Updates shall be included in the next Minor Release
      Update.







**2.**  **Software
      License.**




**2.1**  **Rights
      Granted.**




**(a)** Chordiant
      hereby grants to the CIGNA Entities a worldwide, irrevocable, perpetual,
      non-exclusive, fully-paid, royalty-free, license to reproduce, use, modify,
      enhance, perform, display, distribute and sublicense to CIGNA Entities and/or
      CIGNA Agents, directly and indirectly, through one or more tiers of
      sublicensees, and make derivative works of the Software listed on Schedule
      A
      hereto (and any amendments to Schedule A and any Order Forms subsequently
      entered into between Customer and Chordiant) for use in connection with the
      business operations of the CIGNA Entities.













**(b)** The
      license granted in this Section 2.1 includes the object code version of the
      licensed Software (including all Third Party Software) and includes all Updates
      of the Software to be provided to Customer promptly upon release. Additionally,
      the license includes certain source code elements of the proprietary Chordiant
      software pursuant to Section 2.6 and may include the entire source code of
      the
      proprietary Chordiant software from the Source Code escrow pursuant to Section
      2.7, if appropriate.




**(c)** Customer
      shall have the right to make such copies of the Software as Customer deems
      reasonably necessary, including for back-up, testing, disaster recovery,
      development or archival purposes. All titles, trademarks and copyright or other
      restricted rights notices shall be reproduced in any such copies.




**(d)** Customer
      shall have the right to allow third parties to use the Software for the
      operations of the CIGNA Entities (for example, third parties involved with
      disaster recovery, the integration of the Software with the systems of CIGNA
      Entities, development and production), so long as Customer is responsible for
      use of the Software is in accordance with the terms of this Agreement (unless
      the third party has a direct agreement with Chordiant in which case CIGNA shall
      not be responsible and Chordiant shall look to its agreement with such third
      party).




**(e)** Notwithstanding anything contrary in this Agreement, the CIGNA Entities and
      their agents, contractors and third party service providers (and their
      affiliates and subcontractors), wherever located, may access, use **,** modify, enhance, create derivatives works of and install the Software solely
      for
      the benefit of the business operations of the CIGNA Entities. The Software
      may
      be installed at the locations, facilities and systems owned or leased by the
      CIGNA Entities and their agents, contractors and third party service providers
      (and their affiliates and subcontractors) solely for the benefit of the business
      operations of the CIGNA Entities.




**2.2**  **Restrictions**




**(a)** Chordiant has obtained the right for the CIGNA Entities to use any Sun
      Microsystems, Inc. software or any other third party software that is embedded
      in the Software in connection with any use of the Software as contemplated
      by
      Section 2.1.




**(b)** Customer agrees not to engineer, disassemble, de-compile, or any other attempt
      to derive source code from the Software for which source code was not provided
      pursuant to Section 2.6 or from the Third Party Software, except to the extent
      required to obtain interoperability with either independently created software
      or as specified by law.




**(c)** Chordiant
      and its suppliers shall retain all title, copyright and other proprietary rights
      in the Software. Customer does not acquire any rights, express or implied,
      in
      the Software, other than those specified in this Agreement. **** Customer
      agrees that it shall not publish any results of benchmark tests run on the
      Software, other than for the internal use of the CIGNA Entities.




**2.3
      Transfer.** ****


















**(a)** Customer
      may use the Software on any Supported Environment available as of the Effective
      Date or thereafter without the payment of an additional license fee so long
      as
      Customer’s usage of the Software does not exceed the scope of the license it
      acquired for use.




**(b)** If
      Customer divests part of its business or an Affiliate ceases to be an Affiliate
      (in each instance the “Former Business”), Customer may sublicense use of the
      Software, assign a designated number of licenses to that Former Business or
      provide services to such Former Business with respect to the use of the Software
      to the Former Business; provided that the continued use of the Software by
      or
      for the Former Business shall be considered a part of the underlying license
      for
      the purpose of counting the Number of Concurrent Users and the number of CPUs
      in
      use.




**2.4**  **Verification.** At
      Chordiant’s written request, not more frequently than annually, Customer shall
      furnish Chordiant with a signed certification verifying that the Software is
      being used pursuant to the provisions of this Agreement and applicable Order
      Form. Chordiant (or Chordiant’s designee) may audit Customer's use of the
      Software. Any such audit shall be conducted at Chordiant’s cost and expense
      during regular business hours at Customer's facilities and shall not
      unreasonably interfere with Customer's business activities. Chordiant agrees
      that its employees shall comply with Customer’s reasonable security and
      confidentiality requirements during the audit. If an audit reveals that Customer
      has underpaid fees to Chordiant, Customer shall be invoiced directly for such
      underpaid fees based on the rates set forth in the applicable Order Form.
      Payment of such underpaid fees shall be Chordiant’s sole and exclusive remedy in
      the event of an underpayment by Customer.





**2.5**  **Customizations
      and Additions.** Modifications,
      enhancements and derivatives works of the Software, including certain software
      objects applicable to the business of the CIGNA Entities, are referred to herein
      as “Customizations”. Additions, bolt-ons or other software that interacts or
      interfaces with the Software are referred to herein as “Additions”. Any
      Customizations made by Customer either directly or through their third parties
      other than Chordiant shall be owned by Customer (“Customer Customizations”). All
      right, title and interest to any Customizations made by Chordiant on behalf
      of
      Customer or CIGNA Agents, either directly or indirectly (“Chordiant
      Customizations”), shall be owned by Chordiant. Chordiant hereby grants Customer
      a license to such Chordiant Customizations on the same terms and conditions
      as
      those set forth in Section 2 pertaining to the originally licensed Software,
      and
      such Chordiant Customizations shall be considered licensed Software under this
      Agreement. Any Additions shall be owned by Customer, and Chordiant hereby
      assigns all rights, title and interests to such Additions to
      Customer **.** To
      the extent that Customer desires to have Chordiant incorporate such Customer
      Customizations or Additions (collectively, “Customer Specific Objects”) into
      Chordiant’s Software (and Chordiant agrees, in its sole discretion, to
      incorporate such Customer Specific Objects), Customer shall promptly deliver
      to
      Chordiant the source and object code versions (including documentation) of
      such
      Customer Specific Objects, and any updates or modifications thereto, and hereby
      grants Chordiant a perpetual, irrevocable, worldwide, fully-paid, royalty-free,
      non-exclusive, license to reproduce, modify, use, perform, display, distribute
      and sublicense, directly and indirectly, through one or more tiers of
      sublicensees, such Customer Specific Objects (provided that any use by Chordiant
      shall be on an “as-is” basis” at Chordiant’s sole risk, with no obligation on
      the part of Customer to maintain or support).


















**2.6**  **Additional
      Software Restrictions.**




**(a)** Customer acknowledges that any Software licensed under this Agreement shall
      primarily be in object code format. However, Customer acknowledges that certain
      licensed Software may include source code based files. Customer acknowledges
      that the Software, its structure, organization and any human-readable versions
      of a software program (“Source Code”) constitute valuable trade secrets that
      belong to Chordiant and/or its suppliers.




**(b)** To
      the extent that Chordiant includes such Source Code within its Software, such
      Source Code shall be deemed licensed Software under the terms of this Agreement
      and the Order Form. Customer may modify the Source Code in accordance with
      Section 2.5 and as Customer otherwise deems necessary or useful in support
      of
      Customer’s authorized use of the Software.




**(c)** Customer
      agrees that it shall only disclose the Source Code to authorized employees
      of
      CIGNA Entities and authorized third parties and contractors of CIGNA Entities
      who (i) require access thereto for a purpose authorized by this Agreement,
      and
      (ii) are subject to confidentiality obligations to protect third party
      confidential information.




**(d)** Customer
      shall use the same degree of care is to prevent the unauthorized use,
      dissemination, or publication of the source code (i.e., human readable) of
      the
      Software (the “Source Code”) and the Software as Customer uses to protect its
      own confidential information of a like nature, but in no event shall the
      safeguards for protecting such Source Code, and the Software be less than a
      reasonably prudent business would exercise under similar circumstances. Customer
      shall take prompt and appropriate action in an effort to prevent unauthorized
      use or disclosure of such Source Code and the Software, including, without
      limitation, storing such Source Code only on secure central processing units
      or
      networks and requiring passwords and other reasonable physical controls on
      access to such Source Code.




**2.7**  **Source
      Code Escrow.** Within 30 days of the Effective Date Chordiant shall take such steps as are
      necessary to enable Customer to obtain the Source Code that it not been provided
      under the terms of the Escrow Agreement between Chordiant and Iron Mountain
      Intellectual Property Management, Inc., as successor-in-interest to Source
      File
      LLC, as Escrow Agent, a copy of which has been provided to Customer, in the
      event that Chordiant undergoes a change of control, assigns all or part of
      this
      Agreement, enters into a voluntary or involuntary receivership arrangement,
      bankruptcy or other insolvency proceedings, or otherwise ceases to be in
      business or ceases to maintain or otherwise support the Software for Customer.
      Chordiant shall not cancel said agreement during the term of this Agreement
      without the prior written consent of Customer. In the event that during the
      term
      of this Agreement the Source Code is changed, Chordiant shall provide updated
      Source Code and any supporting documentation to the Escrow Agent. Customer's
      use
      of the Source Code is limited to support and maintenance of the Software and
      is
      otherwise subject to the terms of this Agreement. Customer acknowledges that
      the
      Software Source Code does not include the source code for the Third Party
      Software.


















**3.**  **Maintenance
      and Support Services.**




**3.1**  **Maintenance
      and Support Services.** If
      annual Support services are purchased by IBM on behalf of Customer, then such
      Support services shall be provided by Chordiant (through IBM) to Customer
      pursuant to the terms of Chordiant’s services agreement with IBM (which shall at
      a minimum include the services and obligations set forth in this Agreement).
      If
      annual Support services are purchased directly by Customer, then such Support
      services shall be provided by Chordiant to Customer under the terms of this
      Agreement or, if more favorable to Customer, Chordiant’s support policies in
      effect on the date Support is ordered by Customer. **** For
      as long as Customer or a CIGNA Agent notifies Chordiant that it wishes to
      purchase Support, Chordiant shall offer to provide such Support. Notwithstanding
      the foregoing, Chordiant shall provide Support under its agreement with IBM
      for
      Customer for as long as the services agreement between Chordiant and IBM is
      in
      place (or such longer period as support has been paid for by IBM), and IBM
      has
      paid the then current Support Fee. If, during the term of Customer’s services
      agreement with IBM, IBM has not paid any undisputed Support Fees within 60
      days
      after the commencement of the then current renewal Support Period, then
      Chordiant shall notify Customer in writing of such failure. If Chordiant does
      not receive payment of the then current undisputed Support Fee within 30 days
      following receipt of notice to Customer, from either Customer or IBM, then
      Chordiant, in its sole discretion, may either terminate the provision of Support
      hereunder or agree with Customer to continue to provide Support. Support is
      intended to ensure that the Software operates in accordance with its
      Documentation on an ongoing basis.




**3.2
      Update Policy** .
      Additionally, as part of Support, Chordiant shall provide Customer with Updates,
      if and when such Updates made available by Chordiant.




**3.3**  **Reinstatement.** Once Support has been terminated in writing by Customer for a particular
      Supported Program, it can be reinstated only if Customer pays a fee equal to
      the
      Support Fees that would have been payable for the period of time during which
      Support was terminated for such Supported Program. All Support provided to
      IBM
      under the services agreement shall count as if Customer had obtained the Support
      itself (and no break in support shall have occurred).




**4.**  **Consulting
      Services.**




**4.1**  **Consulting
      Services.** In the event that Chordiant provides Services directly for Customer, Chordiant
      shall provide Services in accordance with a Statement of Work to be mutually
      agreed to by Chordiant and Customer. Chordiant shall charge Customer for
      Services performed pursuant to this Agreement on a time and materials basis
      at
      the rates set forth in the applicable Statement of Work. If a dollar limit
      is
      stated in the applicable Statement of Work for time and materials Services,
      the
      limit shall be deemed an estimate for Customer’s budgeting and Chordiant’s
      resource scheduling purposes; after the limit is expended, Chordiant shall
      continue to provide the Services on a time and materials basis, if requested
      by
      the Customer or as otherwise agreed to by the parties. Customer shall reimburse
      Chordiant for pre-approved actual, reasonable travel and lodging expenses
      incurred in conjunction with the provision of Services in accordance with
      Chordiant’s or Customer’s internal travel policy, as agreed upon by the
      parties.


















**4.2
      Representative.** Chordiant shall designate a Chordiant employee to oversee and direct Chordiant’s
      Services (the “Chordiant Project Manager”). Chordiant’s Project Manager shall
      work at the direction of the Customer project manager. Customer’s project
      manager shall be completely responsible for the management and direction of
      the
      Customer project. Chordiant may subcontract any portion of the work to be
      performed under the Agreement.





**4.3**  **Customer’s
      Duties.**




At
      no cost, Customer shall provide Chordiant with (a) adequate access to Customer’s
      facility to perform all work required under this Agreement; (b) all necessary
      safety training regarding Customer’s facility, and (c) reasonable onsite
      facilities, including secure storage space, a designated work area with adequate
      heat and lighting, and access to any needed telephone lines, communication
      facilities or other equipment.




**4B.
      Intellectual Property Rights.**




**4B.1
      Rights to Developments.**





a.  With
      regard to any Customizations or Additions developed by Chordiant for Customer
      or
      CIGNA Agents, either directly or indirectly, the provisions of Section 2.5
      shall
      apply.





b.
      With regard to other deliverables or work product developed or provided by
      Chordiant for Customer or CIGNA Agents, either directly or indirectly, subject
      to paragraph a above,





i.
      to the extent that any of Chordiant’s pre-existing intellectual property rights
      (“Chordiant IP”) are embedded in any deliverable developed or provided by
      Chordiant to Customer or CIGNA Agents or in any CIGNA owned or licensed
      intellectual property (other than the Software), Chordiant hereby grants to
      Customer an unlimited, worldwide, perpetual, irrevocable, fully paid-up,
      nonexclusive, unlimited license to use and sublicense, and to permit third
      parties to use, the Chordiant Intellectual Property that is incorporated or
      embedded in any such deliverable or intellectual property for so long as such
      Chordiant IP remains embedded or incorporated in such deliverable or
      intellectual property and is not separately commercially exploited by
      Customer.





ii.
      Chordiant shall own all modifications and enhancements to, and derivatives
      of,
      Chordiant IP that are developed by Chordiant during the provision of any
      Services (collectively, “Chordiant New Intellectual Property”). Chordiant hereby
      grants to Customer an unlimited, worldwide, perpetual, irrevocable, fully
      paid-up license to use (and allow Customer’s agents and third parties to use)
      any Chordiant New Intellectual Property.





iii.
      Subject to the foregoing ownership and assignment rights set forth in this
      Section 4B.1, which take precedent over this subparagraph iii, Customer shall
      own, and Chordiant hereby perpetually assigns to Customer, all rights, title
      and
      interests in work product that are developed or provided by Supplier in
      connection with the provision of any Supplier Services.














c.
      Notwithstanding the foregoing, nothing in this Section 4B.1 shall expand the
      original scope of license of the Software set forth in Section 2
      above.





d.
      Chordiant shall enter into an agreement with IBM that is consistent with and
      effectuate the terms of this Section 4B.1 and that shall not create any broader
      rights; provided that Chordiant may agree to assign all right, title and
      interest in work product or deliverables which are modifications and
      enhancements to, or derivative works of, IBM’s pre-existing intellectual
      property.





**4B.2
      Chordiant’s Duties.**




All
      current and future employees and agents of and consultants to Chordiant with
      access to or involved in the performance of Services have executed and delivered
      or shall execute and deliver to Chordiant a proprietary rights agreement with
      Chordiant substantially consistent with the form attached as Exhibit
      C hereto pursuant to which such employee or consultant agrees to confidentiality
      and intellectual property assignment terms sufficient to enable Chordiant to
      meet its obligations to Customer under this Agreement.




**5.**  **Term
      and Termination.**




**5.1**  **Term.** This
      Agreement shall be terminated under this ***Section
      5*** (“Term
      and Termination”) or as otherwise specified in the applicable Order Form.
      Notwithstanding any termination of this Agreement, all software licenses are
      irrevocable and perpetual.




**5.2**  **Termination
      by Customer.** Customer
      may terminate any Software license at any time; however, termination shall
      not
      relieve Customer’s obligations specified in ***Section 5.4*** (“Effect
      of Termination”).




**5.3**  **Termination
      by Chordiant.** Chordiant
      may terminate this Agreement upon written notice if Customer materially breaches
      this Agreement and fails to correct the breach within 30 days following written
      notice specifying the breach; provided that any license previously licensed
      hereunder shall remain in effect during the term provided for in the license
      grant, and Section 2 shall survive termination of the Agreement in addition
      to
      the provisions of Section 5.4 for the duration of such term.




**5.4**  **Effect
      of Termination.** Termination
      of this Agreement or any license shall not limit either party from pursuing
      other remedies available to it, including injunctive relief, nor shall such
      termination relieve Customer’s obligation to pay all fees that have accrued
      under any Order Form or Statement of Work. The parties’ rights and obligations
      under Sections ***2.2
      and 2.6*** (“Restrictions”) ***,
      5*** (“Term and Termination”), ***6*** (“Indemnity,
      Warranties, Remedies”), ***7*** (“Limitation
      of Liability”), ***8*** (“Payment Provisions”), ***9*** (“Confidentiality”) and ***10*** (“Miscellaneous”)
      shall survive termination. Except for termination pursuant to Section 5.3,
      upon
      termination, Customer shall cease using, and shall return or destroy as directed
      by Chordiant, all copies of the Software and Documentation.


















**6.**  **Indemnity,
      Warranties, Remedies**




**6.1**  **Infringement
      Indemnity.** Chordiant
      shall defend and indemnify the CIGNA Entities against a third party claim
      arising from (a) the Software (including Updates and any Contract Property)
      the
      Documentation or the Services infringing any third party’s intellectual property
      rights provided that: (i) Customer promptly notifies Chordiant in writing
      of the claim; (ii) Chordiant has sole control of the defense and all
      related settlement negotiations (provided that Customer may participate in
      the
      defense at its own cost); and (iii) Customer provides Chordiant with the
      assistance, information and authority necessary to perform Chordiant’s
      obligations under this ***Section
      6,*** (b) any third party software embedded in the Software and (c) and any use by
      Chordiant or third parties under the license granted to Chordiant under Section
      2.5 ****** Chordiant
      shall have no liability for any claim of infringement based on use of a
      superseded or altered release of Software if Chordiant notified Customer that
      the infringement would have been avoided by the use of a current unaltered
      release of the Software which Chordiant makes available to Customer and
      Chordiant pays the cost of implementing the new release.




If
      a third party claim results in preventing Customer from using the Software
      or if
      Chordiant, in its reasonable opinion, believes that the Software is likely
      to be
      held as infringing, Chordiant shall have the option, at its expense, to
      (i) modify the Software to be non-infringing, or (ii) obtain for
      Customer a license to continue using the Software. If it is not commercially
      reasonable to perform either of the above options, then Chordiant may terminate
      the license for infringing Software and refund the License Fees paid for the
      applicable Software license.




**6.2**  **Warranties
      and Disclaimers.**




**(a)**  **Software
      Warranty.** For
      each Supported Software license that Customer acquires, Chordiant warrants
      for a
      period of 180 days from the Delivery Date that the Software, as delivered by
      Chordiant to Customer, or CIGNA’s Agent, shall substantially perform the
      functions described in the associated Documentation in all material respects
      when operated in the Supported Environment. ****** Provided
      that Customer gives Chordiant written notice of a breach of the foregoing
      warranty during the warranty period, Chordiant shall correct any reproducible
      Errors that cause the breach of the warranty in accordance with its technical
      support policies, or if Chordiant is unable to make the Software operate as
      warranted, Customer shall be entitled to terminate the Software license and
      recover the fees paid to Chordiant for the Software license.




**(b)**  **Media
      Warranty.** Chordiant
      warrants the diskettes/CD disks media to be free of defects in materials and
      workmanship for thirty (30) days from the Delivery Date. Chordiant shall replace
      defective media.




**(c)**  **Services
      Warranty.** Chordiant
      warrants that any Support or consulting services provided hereunder shall be
      performed in a professional and workmanlike manner in accordance with generally
      accepted industry practices. This warranty is valid for a period of 30 days
      from
      performance.




**(d)**  **Additional
      Warranties.**


















**(i)** Each party hereby represents and warrants to the other that (i) it has all
      requisite corporate power and authority (or if a party is not a corporation,
      such party represents and warrants that it has sufficient power and authority
      under its organizational documents or agreements) to enter into this Agreement
      and to carry out the transactions contemplated hereby, (ii) the execution,
      delivery, and performance of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all requisite
      corporate (or, as applicable, other entity) action on the part of such party,
      (iii) this Agreement has been duly executed and delivered by such party and
      (assuming the due authorization, execution, and delivery hereof by the other
      party) is a valid and binding obligation of such party and enforceable against
      it in accordance with its provisions, and (iv) its entry into this Agreement
      does not violate or constitute a breach of any agreement to which it is a party
      or otherwise bound.




**(ii)** Chordiant represents and warrants to Customer that (i) Chordiant has all
      necessary rights, title, licenses, permissions, and approvals required to grant
      the rights and licenses to the Software (including Third Party Software embedded
      therein) as set forth in this Agreement and (ii) Chordiant has not received
      any
      written notice or claim, and is not otherwise aware, that the Software
      (including any third party software embedded therein), or the use thereof as
      contemplated by this Agreement, infringes on or misappropriates, or would
      infringe on or misappropriate, the copyright, patent, trademark, trade secret,
      or other intellectual property or other proprietary rights of any third
      party.




**(iii)** Chordiant
      represents and warrants to Customer that in performing its obligations and
      exercising its rights under this Agreement, Chordiant shall comply (and shall
      require all of its personnel and agents involved in Chordiant’s performance
      under this Agreement to comply) with all applicable laws, rules, regulations,
      and other governmental requirements relating to or affecting this Agreement
      or
      the work to be performed by Chordiant hereunder, and that Chordiant shall obtain
      and maintain all permits, licenses, and consents required in connection
      therewith.




**(iv)** Except for the functions and features expressly disclosed in the Documentation,
      Chordiant represents and warrants to Customer that the Software (including
      Third
      Party Software embedded therein do not contain, and Chordiant shall not insert
      into the Software (including Third Party Software embedded therein) any lock,
      dongle, clock, timer, counter, hardware key, copy protection feature,
      replication device, “virus” or “worm,” as those terms are commonly used in the
      computer industry, or other software code that may (a) lock, disable, or erase
      the Software (including Third Party Software embedded therein), or any other
      software, programs, or data of Customer or its respective customers or
      suppliers, (b) limit or prevent full use of or copying of the Software
      (including Third Party Software embedded therein) as permitted under this
      Agreement, (c) harm or otherwise interfere with Customer’ servers or data
      processing hardware (including terminals, auxiliary storage, and communication
      and peripheral devices), or (d) require action or intervention by Chordiant
      or
      any other person to allow use of the Software (including Third Party Software
      embedded therein) as permitted under this Agreement.




**(v)**  Except
      as set forth on Exhibit
      B hereto, Chordiant represents and warrants to Customer that neither the Software
      (including Third Party Software embedded therein) provided by Chordiant to
      Customer under this Agreement contain any freeware, computer code, or other
      items or materials that are













subject
      to the GNU General Public License or any other open source license agreement
      (collectively, “Open Source Code Software”).




**(vi)**  Chordiant
      represents and warrants that the Updates will be consistent with the
      Documentation provided and shall not reduce the functionality existing within
      the licensed Software. Chordiant will not seek to remove or materially reduce
      functionality from an Update by repacking such Updates as ‘new products’ such as
      to require Customer to acquire such Updates for additional license fees or
      cost
      beyond payment of the Support Fees in accordance with the terms of this
      Agreement and the applicable Order Form.




**(e)**  **DISCLAIMER
      OF WARRANTIES.**  **Except
      as specifically provided herein, each party disclaims all warranties, whether
      express, implied or statutory, including all implied warranties of
      merchantability and fitness for a particular purpose.**  **In
      addition, Chordiant does not warrant that the software shall operate in
      combinations other than as specified in the Documentation or that the operation
      of the Software shall be uninterrupted or error-free** .




**7.**  **Limitation
      of Liability.**




**In
      no event shall either party or its suppliers be liable for any special, indirect
      or consequential loss or damage arising out of or in any way relating to this
      Agreement, including, but not limited to, economic loss, loss of profits, loss
      of opportunity, even if such party has been advised of the possibility of such
      damages. The limitation of liability provided in this section shall apply even
      if the warranties provided in Section 6 fail of their essential purpose. Except
      for any breach of Section 2 or Section 9, each party’s liability for damages
      hereunder shall in no event exceed the sum of the greater of $20,000,000 and
      the
      amount of fees paid and payable under this Agreement.**




**Notwithstanding
      the foregoing, nothing in this Agreement shall operate to exclude or restrict
      either party’s liability for: (i) death or personal injury resulting solely from
      the negligence of the defaulting party; (ii) breach of any applicable
      legislation; (iii) the fraud or willful default of the defaulting party; and
      (iv) the indemnification and third party consent
      obligations.**




**The
      provisions of this Agreement allocate the risks between Chordiant and Customer.
      Chordiant’s pricing reflects this allocation of risk and the limitation of
      liability specified herein.**




**8.**  **Payment
      Provisions.**




**8.1**  **Invoicing.** All
      license fees shall be due upon the date of the applicable Order Form or
      Statement of Work and payable 30 days from receipt of an invoice and paid
      without deductions based on any Taxes and, except as set forth in this
      Agreement, shall be non-refundable and non-cancelable (without limitation on
      CIGNA’s right to bring a damages claim against Chordiant). Payments for the
      renewal of annual Support shall be due and payable within 30 days of the date
      of
      support renewal. All fees shall be paid by IBM for the license and support
      during the term of the services agreement between CIGNA and IBM and all claims
      by Chordiant for fees arising during such period shall be between Chordiant
      and
      IBM.














**8.2**  **Payments.** The parties hereby acknowledge and agree that all payments to be made by
      Customer hereunder shall be made by Customer and/or CIGNA Agent on behalf of
      Customer, as further stated an the applicable Order Form or Statement of Work.
      Chordiant shall bill all amounts due and payable by Customer hereunder to
      Customer or through CIGNA Agent, as the case may be. All payments made by
      Customer and/or by CIGNA Agent on behalf of Customer shall be in U.S. Dollars
      and directed to:




Chordiant
      Software Inc.


P.O.
      Box [*]


San
      Jose, CA [*]




Or
      wire to:




Comerica
      Bank


Chordiant
      Software, Inc.


Account#:
      [*]


Routing
      #: [*]




Notwithstanding
      the foregoing, if Customer or CIGNA Agent and Chordiant agree or have agreed
      upon a different method for making payment, they may utilize such method when
      making payment to Chordiant. Customer may, at any time upon prior written notice
      to Chordiant, make payment of any and all amounts due and payable hereunder
      directly to Chordiant.




**8.3**  **Taxes.** The
      fees in this Agreement or the applicable Order Form or Statement of Work do
      not
      include services or sales taxes on the fees charges to Customer hereunder. Chordiant
      is
      required to pay all other taxes, including property, excise, import or export,
      import, government fees or other taxes based on the licenses granted or services
      provided under this Agreement. This Section does not apply to taxes based on
      Chordiant revenue or income.




**8.4**  **Disputes
      Invoices.** Customer
      may withhold payments for any item(s) on Customer's invoice that Customer
      reasonably disputes in good faith.  Customer shall provide to Chordiant
      written notice of its intention to withhold payment, including the reason(s)
      for
      Customer's reasonable dispute of the invoice (the “Dispute Notice”). 
Following receipt of the Dispute Notice, Chordiant shall review the invoice
      in
      question and, if appropriate, send Customer a corrected invoice.  If
      Chordiant does not agree with Customer's reasons for withholding payment or,
      if
      sent, the corrected invoice does not resolve the dispute to Customer'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 thirty days from the date of the Response Notice. During such
      thirty day period, executives of both companies shall first meet in person
      to
      negotiate in good faith a resolution or settlement of the dispute. Pending
      settlement or resolution of the issue(s), Customer's non-payment of these items
      shall not constitute default by Customer, and shall not entitle Chordiant to
      suspend or delay its furnishing of the Support or performance of services for
      a
      period of six (6) months from the date of the Response Notice; provided that
      Customer pays all undisputed invoices in accordance with the provisions of
      Section 8.1.   After expiration of such













six
      month period, Customer shall pay Chordiant 50% of the amount of the disputed
      invoice. If not, Chordiant may suspend its furnishing of Support or performance
      of services covered by the disputed item(s). If so, Chordiant will not suspend
      its furnishing of Support or the performance of services covered by the disputed
      item(s) for another six month period. After the expiration of the second six
      month period, Customer shall pay Chordiant the remaining 50% of the amount
      of
      the disputed invoice. If not, Chordiant may suspend its furnishing of Support
      or
      performance of services covered by the disputed item(s). If, once the dispute
      is
      resolved, it is determined that Customer did not owe Chordiant all or any
      portion of the amounts it paid under this paragraph, Chordiant shall reimburse
      Customer for such payments.




**9.**  **Confidentiality.**




By
      virtue of
      this Agreement, the parties may have access to information that is confidential
      to one another (“Confidential Information”). Confidential Information shall
      include but not be limited to the Software (including Source Code), Chordiant
      services, the terms and pricing under this Agreement, and all information
      clearly identified as confidential or which is self-evidently of a confidential
      nature.





A
      party’s
      Confidential Information shall not include information that: (a) is or becomes
      a
      part of the public domain through no act or omission of the other party; (b)
      was
      in the other party’s lawful possession prior to the disclosure and had not been
      obtained by the other party either directly or indirectly from the disclosing
      party; (c) is lawfully disclosed to the other party by a third party without
      restriction on disclosure; or (d) is independently developed by the other
      party.





The
      parties
      agree to hold each other’s Confidential Information in confidence during the
      term of this Agreement and for a period of five years after termination of
      this
      Agreement (except for Chordiant’s Software which shall remain confidential in
      perpetuity). The parties agree, unless required by law, not to make each other’s
      Confidential Information available in any form to any third party for any
      purpose other than the implementation of this Agreement. Each party agrees
      to
      take all reasonable steps to ensure that Confidential Information is not
      disclosed or distributed by its employees or agents in violation of the terms
      of
      this Agreement.




Each
      party
      agrees that its obligations and covenants are necessary and reasonable in order
      to protect the party disclosing Confidential Information. Each party
      acknowledges that its breach of its obligations would cause irreparable harm
      to
      the other party for which monetary damages would be inadequate and hereby agrees
      that the other party shall be entitled to seek injunctive relief under this
      Agreement in addition to any other remedies that may be available at law, in
      equity or otherwise.




Immediately
      upon termination of this Agreement, Chordiant shall return all of Customer’s
      Confidential Information.




**10.**  **Miscellaneous.**




**10.1**  **Export
      Administration** .
      Each party agrees to comply with all relevant export laws and regulations of
      the
      United States, the
      United Kingdom and any other applicable country (“Export Laws”) to assure that neither the Software nor any direct product
      thereof are (i) exported, directly or indirectly, in violation of













Export
      Laws; or (ii) are used for any purposes prohibited by the Export Laws,
      including, without limitation, nuclear, chemical, or biological weapons
      proliferation.




**10.2**  **Conflict
      of Interest.** Chordiant agrees that during the term of this Agreement, it shall not provide
      services or contract to provide services to any third party that would prevent
      it from providing Software or performing Services under this Agreement for
      Customer, except with the prior written consent of Customer.




**10.3
      Insurance.** Chordiant shall carry and maintain at its own cost, with companies that are
      rated a minimum of “A-“ in Best’s Insurance Guide or are otherwise reasonably
      acceptable to Customer, all necessary insurance (which shall include as a
      minimum the requirements set forth below) during the term of this Agreement,
      for
      damages caused or contributed to by Chordiant, and insuring Customer against
      claims which may arise out of or result from Chordiant’s performance or failure
      to perform hereunder, including: (i) statutory worker’s compensation in
      accordance with applicable laws, (ii) employer’s liability insurance in an
      amount of not less than $500,000 per occurrence, (iii) commercial general
      liability, including bodily injury, property damage, owners and contractors
      protective liability, products and completed operations liability and
      contractual liability, with a combined single limit of not less than $1,000,000,
      (iv) automotive liability covering all vehicles owned, non-owned, hired and
      leased with a combined single limit for bodily injury and property damage of
      not
      less than $1,000,000, (v) professional liability and errors and omissions
      insurance in an amount of not less than $5,000,000 per claim. Chordiant, if
      requested by Customer, shall provide Customer with certificates of insurance
      and
      copies of the policies of insurance reflecting the coverage and amounts set
      forth in this Section. Chordiant’s certificates of insurance shall contain a
      provision that the coverage afforded under the policy(s) shall not be cancelled
      without thirty (30) days prior written notice to Customer.




**10.4
      Notices.** All
      notices under this Agreement shall be in writing and deemed to have been given
      when mailed by first class. Notices shall be sent to the addresses set forth
      at
      the beginning of this Agreement or such other address as either party may
      specify in writing. If notice is sent to Chordiant, it shall be sent to the
      attention of Chordiant’s Chief Financial Officer and Chordiant’s General
      Counsel.




**10.5**  **Force
      Majeure.** Neither
      party shall be liable hereunder by reason of any failure or delay in the
      performance of its obligations hereunder (except for the payment of money)
      on
      account of acts of God, war, unforeseeable governmental action, earthquakes,
      or
      other similar cause which is beyond the reasonable control of such
      party.




**10.6**  **Assignment.** This
      Agreement is binding upon all successors and assigns of the parties. Chordiant
      shall not assign or subcontract all or any part of its rights or obligations
      hereunder except in the case of operation of law, merger, consolidate or sale
      of
      all or substantially all of its assets, without the written consent of Customer.
      Customer may assign or delegate its rights under this Agreement.




**10.7**  **Waiver
      and Severability.** The
      failure of a party to require performance by the other party of any provision
      hereof shall not affect the right to require performance at any time thereafter;
      nor shall the waiver by either party of a breach of any provision hereof be
      taken or held to be a waiver of the provision itself. If any provision of this
      Agreement is held to be invalid or unenforceable, the remaining provisions













of
      this Agreement shall remain in full force and the invalid or unenforceable
      provision shall be changed and interpreted to best accomplish the provision
      within the limits of the law.




**10.8**  **Governing
      Law and Jurisdiction.** This
      Agreement shall be governed in accordance with the laws of the State of New
      York, without regard to any conflicts of law principles, as if this Agreement
      were executed in and fully performed within the State of New York. The parties
      agree that the United Nations Convention on Contracts for the International
      Sale
      of Goods is specifically excluded from application to this Agreement.




**10.9**  **No
      Agency.** Nothing
      contained herein shall be construed as creating any agency, partnership or
      other
      form of joint enterprise between the parties.




**10.10**  **Counterparts.** This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be considered an original, but all of which together shall
      constitute one and the same instrument.




**10.11**  **Customer
      Reference** .
      Chordiant may not refer to Customer as a customer in sales presentations,
      marketing vehicles and activities, without Customer’s prior written consent.




**10.12
      Entire Agreement.** This
      Agreement, the Order Form(s), together with any exhibits, completely and
      exclusively state the agreement of the parties. In the event of any conflict
      between the terms of this Agreement and any exhibit hereto, the terms of this
      Agreement shall control. In the event of any conflict between the terms of
      this
      Agreement and any purchase order or Order Form, the individualized terms of
      such
      purchase order or Order Form shall control, but any pre-printed terms on
      Customer’s purchase order shall be of no effect. This Agreement supersedes, and
      its terms govern, all prior proposals, agreements or other communications
      between the parties, oral or written, regarding the subject matter of this
      Agreement. This Agreement shall not be modified except by a subsequently dated
      written amendment signed by the parties, and any “pre-printed” terms on a
      Customer purchase order or other document purporting to supplement the
      provisions hereof shall be void.













**In
      Witness Whereof** ,
      the parties hereto have caused this Agreement to be executed by their duly
      authorized representatives.










**Chordiant
      Software, Inc.**     **Connecticut
      General**


**Life
      Insurance Company** :





/s/
      Steven R. Springsteel     /s/
      Debra A. Christie


Signature       Signature





Steven
      R. Springsteel     Debra
      A. Christie


Print
      Name       Print
      Name





President
      and CEO       AVP


Print
      Title       Print
      Title





September
      28, 2006      September
      28, 2006


Date        Date











Schedule
      A




By
      the terms of this Schedule A, Chordiant Software, Inc. (“Chordiant”) agrees to
      license its software to Connecticut General Life Insurance Company (“CIGNA”) in
      accordance with the terms of the Software License and Services Agreement (the
      “License Agreement”) dated September 28, 2006 between Chordiant and CIGNA.







**SOFTWARE
      LICENSE**








Customer
      Application: **Contact
      Center Architecture**





Software
                Product(s)
            Quantity
            License
                Type (i.e. Named User/Client, Server, Developer)
              URN’s
                (no. of)Chordiant
                Call Center Browser Edition
            4,000*
            Concurrent
                UsersChordiant
                Foundation Server
            86*
            CPU-
                Application Components-
                Business Process Server-
                Security Server-
                CTI Server-
                Persistence Server-
                Request Server-
                JDBC Connector-
                Chordiant Connector for WebSphere MQ-
                Chordiant Interaction ControllerChordiant
                Tools Bundle
            30
            Developers-
                Chordiant Business Process Designer-
                Chordiant Café Developer EnvironmentChordiant
                Rules Designer
            10
            DesignersChordiant
              Rules
              Server
            86*
            CPU







*This
      Schedule A shall be amended to reflect increases to the licenses for the Number
      of Concurrent Users ordered by Customer or CIGNA Agents. Each time the Number
      of
      Concurrent Users increases by 500, the number of CPUs increases by
      8.





*In
      the event that the contract between IBM and Customer terminates, then Chordiant
      shall increase the Number of Users and number of CPUs as requested by Customer
      at fees consistent with the fees charged to IBM by Chordiant during the term
      of
      the CIGNA and IBM services agreement. Upon Customer’s request (subject to
      Customer having obtained IBM’s consent),  Chordiant
      shall make such pricing information available to Customer.











**Exhibit
      A - General Support Terms**




**1.
      Technical Support**





Annual
      Support services ordered by Customer shall be provided under Chordiant’s Support
      policies and pricing in effect on the date Support is ordered and shall be
      effective upon shipment (or upon Order Form Effective Date for products not
      requiring shipment).





Chordiant
      shall make available to Customer Support in the form of access via e-mail,
      web
      and telephone (telephone access during the Support Hours only) in
      English to the Designated Contacts and/or via the support website for technical
      information, technical advice and technical consultation regarding Customer’s
      use of the Supported Software.





**Scope
      of Support.** The primary objective of Chordiant Product Support is to assist Customer in
      maintaining and/or regaining an operational state. The secondary objective
      of
      Product Support is to provide in due course the correction of any underlying
      Errors.





**Product
      Support shall include the following:**





**(a)
      Problem Prevention**


1.
            Notification
                of availability of patches and
                releases.





**(b)
      Problem Identification**


1.
            Clarification
                of Chordiant error messages,


2.
            Assistance
                in identifying and verifying the causes of suspected Errors,
                and;


3.
            Advice
                on bypassing identified Errors (providing workarounds) in the Supported
                Software.





**(c)
      Problem Resolution**


1.
            Reporting
                and tracking product defects and enhancement requests,


2.
            Resolution
                of defects via workaround, maintenance release or in exceptional
                circumstances emergency patches,
                and


3.
            Notification
                of status on issues, including escalation when
                required.





**Resolution
      of Errors.** Chordiant shall provide an initial response acknowledging Errors reported by
      Customer in accordance with the priority levels and response times set out
      in **Schedule
      A** .
      Chordiant shall acknowledge each Customer report of a case by written
      acknowledgment setting forth a Case Problem Number for use by Customer and
      Chordiant in all correspondence relating to such case. Thereafter, Chordiant
      shall use commercially reasonable efforts to provide a Resolution.





**Exceptions.** Chordiant
      shall have no responsibility to fix any Errors arising out of or related to
      the
      following causes:


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


-
      location of binaries


-
      scripts provided by Chordiant


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


-
      any application specific operating system permissions or role
      privileges














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


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


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





**2.
      Customer Responsibilities**





Customer
      agrees to:


(i)
      Provide Chordiant with **remote
      access** to Customer’s Supported Software during the term of this Agreement via an
      electronic link; and


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


(iii)
      Establish and maintain the conditions of the Supported Environment in **compliance
      with Chordiant Certified Matrix and Technical Stack** developed for the installed release or any environmental operating ranges
      specified by the manufacturers of the components of the Designated Center.
      Any
      deviation from this Support Environment voids all Resolutions within the
      timeframe set forth in Exhibit A.





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





The
      Customer agrees to **notify
      Chordiant Product Support promptly** of any malfunction of the Supported Software.





The
      Customer agrees to provide Chordiant with **access
      to and use of such of the Customer’s information and
      facilities** reasonably necessary to service the Supported Software including, but not
      limited to, an accurate description of the Designated Center and the current
      Supported Environment, the problem being reported, the transactions and any
      error messages, along with screenshots and log files.





The
      Customer agrees to **install
      the Current Release as soon as reasonably practicable** ,
      and in any event within the timeframe set out in Chordiant’s release policy in
      effect on the date Support is ordered.














**SCHEDULE
      A**




**PRIORITY
      LEVELS AND RESPONSE TIMES:**




**Priority
                Level**
            **Definition**
            **Response
                Time to Designated Support Contact****PRIO-1**
              “Production
                down” Problem
            Business
                impact is immediate and major, i.e. no material benefit from the
                Supported
                Software.
              The
                Supported Software in amission
                critical “live production” environmentis inoperative, renders the system on which it is installed inoperable
                or
                suffers a major performance degradation.No
                workaroundis available.
            1
                business hour**PRIO-2**
              Mission
                critical
              Problem
            Business
                impact is immediate and significant.
              The
                Supported Software in a production or a mission critical development
                environment is inoperative or fails to satisfycriticalfunctional, operational or performance specifications.
            4
                business hours**PRIO-3**
              Serious
              Problem
            Business
                impact is high but not widespread.
              An
                aspect of the software is inoperative, causes or results in substandard
                or
                erratic performance, but nonetheless the software operates substantially
                in accordance with specifications.
            1
                business day**PRIO-4**
              Problem
            Business
                impact is moderate or small.
              No aspect
                of the software is inoperative. The software operates in accordance
                with
                specifications.
            5
                business days





**NORMAL
      SUPPORT HOURS**


Customer
      shall report all problems to the closest support center. Chordiant reserves
      the
      right to alter the location(s) of its support centers, and shall inform the
      Customer in writing should this occur. Chordiant provides Product Support from
      the following support centers during their respective normal business hours
      as
      set out below:


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


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


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

















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


**“Premier
      Support”** means,
      in addition to Standard Support, Customer shall receive extended 24 Hour support
      in respect of PRIO-1 CALLS FOR CHORDIANT’S PLATFORM AND FOUNDATION SOFTWARE ONLY
      from Monday to Sunday inclusive as noted below (not available for
      Application Products).





Notes:


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


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














**EXTENDED
      24-HOUR SUPPORT**


**(Applicable
      to ‘PRIO-1’ Calls on Chordiant’s Platform and Foundation software
      only)**





In
      respect of “Standard Support” and “Premier Support” for Platform and Foundation
      software products only, Chordiant extends support hours for the applicable
      days
      to 24 hours per applicable day **for
      PRIO-1 calls only** .
      Outside the normal regional support hours, Chordiant shall decide if the Prio-1
      Case continues to be handled by the EMEA support center, or if the PRIO -1
      call
      shall “follow the sun” to another support center and shall, if required,
      initiate a page to 24-hour on-call Product Support engineers.


Please
      note that the extended 24 hour support in respect of ‘PRIO-1’ calls set forth
      above is only available and applicable to customers licensing Chordiant’s
      platform or foundation software, and does not apply to any other Chordiant
      application software, including but not limited to Chordiant’s Marketing
      Director or Selling Director product suites.
















Exhibit
      B - Open Source Software








[*]



































**EXHIBIT
      C**




















**Form
      Non-Disclosure and Assignment Agreement**











**EXHIBIT
      C**





**Form
      Non-Disclosure and Assignment Agreement**







**THIS
      NON-DISCLOSURE AND ASSIGNMENT AGREEMENT** (this
      “ Agreement ”),
      dated as of this ____ day of ____________, 200__, is entered into by and between
      Chordiant Software, Inc. (“Chordiant”) and [ *insert
      Chordiant employee or contractor full name* ]











**W
      I T N E S S E T H** :






**WHEREAS** ,
      my full name is [ *insert
      Chordiant employee or contractor full name* ]
      and I am employed by or acting as a consultant to Chordiant;






**WHEREAS** ,
      IBM provides certain services (the “ Services ”)
      to Connecticut General Life Insurance Company, its affiliates and certain other
      entities designated by Connecticut General Life Insurance Company (collectively,
      “ CIGNA ”)
      under that certain Master Services Agreement by and between CIGNA and IBM,
      dated
      as of September 28, 2006 (the “ MSA ”);






**WHEREAS** ,
      Chordiant provides certain services to IBM under that certain Statement of
      Work
      by and between Chordiant and IBM dated as of September 28, 2006 (the “SOW”) on
      behalf of CIGNA;






**WHEREAS,** Chordiant
      provides licenses and rights to CIGNA pursuant to a certain agreement between
      Chordiant and CIGNA dated as of September 28, 2006 (the “CIGNA Agreement”);






**WHEREAS** ,
      CIGNA possesses certain Confidential Information (as defined below) relating
      to
      its business processes, products and technology;






**WHEREAS** ,
      I understand and agree that I will have access to such Confidential Information
      during my [employment] [consultancy] with Chordiant; and






**NOW
      THEREFORE** ,
      in consideration for and as a condition to my assignment to the CIGNA account,
      I
      agree to be bound by the terms set forth herein.









1.
            **Definition
                of Confidential Information**.
                As used herein, “Confidential
                Information”
                shall mean any and all materials, information, processes, methodologies,
                tools, software programs, code, intellectual property and other data,
                technical or non-technical, whether written, electronic, graphic
                or oral,













furnished
      or disclosed by CIGNA or on CIGNA’s behalf to you (by IBM or otherwise), either
      directly or indirectly, with the exception only of the following: (a)
      information that is now in the public domain or subsequently enters the public
      domain through no fault or act of the receiving party; (b) information that
      is
      presently known or becomes known to the receiving party from its own independent
      source as evidenced by the receiving party; (c) information that the receiving
      party receives from any third party not under any obligation to CIGNA to keep
      such information confidential; (d) information that is independently developed
      by the receiving party as proven by the receiving party’s written records; and
      (e) as otherwise allowed in the SOW and the MSA.




2.
            **Non-Disclosure
                Obligations**.
                I hereby understand and agree:




(a)
            To
                use the same care and discretion to avoid disclosure, publication
                or
                dissemination of Confidential Information as I use with respect to
                Chordiant’s own similar information that it does not wish to disclose,
                publish or disseminate and use Confidential Information solely to
                the
                extent required to fulfill Chordiant’s obligations under the SOW and IBM’s
                obligations or exercise IBM’s rights under the MSA.




(b)
            Not
                to deliver to or disclose or otherwise make available to anyone any
                Confidential Information except as authorized in the SOW and the
                MSA.




(c)
            Except
                as otherwise expressly stated in this Agreement, not to disclose
                the
                existence of this Agreement, any of the activities which may take
                place
                pursuant to this Agreement, the relationship formed, if any, under
                this
                Agreement or the other party’s interest in the subject matter to which
                this Agreement relates, to anyone except those employees of Chordiant,
                CIGNA and IBM with a need to know unless authorized in the SOW and
                the
                MSA.




(d)
            That
                Confidential Information delivered by CIGNA (or by IBM, on CIGNA’s
                behalf), and all copyright, patent, and other proprietary rights
                therein,
                shall remain property of CIGNA or its direct and indirect subsidiaries
                and
                affiliates, as the case may be, at all times.




(e)
            Nothing
                contained herein shall be construed as: (i) granting to me any right,
                title or interest in or to, or any license under, any patent or patent
                application, now or subsequently owned by CIGNA or IBM or their respective
                designees; and (ii) granting to me any right, title or interest in
                or to,
                or any license under Confidential Information provided by CIGNA (or
                by
                IBM, on CIGNA’s behalf).




(f)
            Upon
                Chordiant’s completion of Services to IBM and CIGNA, or IBM’s completion
                of Services to CIGNA, or upon CIGNA or IBM’s earlier request: (i) I shall
                immediately cease using the Confidential Information; and (ii) return
                Confidential Information (including all copies and













summaries
      thereof) to CIGNA (or IBM, on CIGNA’s behalf), or, at the CIGNA’s option,
      destroy the same promptly after a written or oral demand. Upon CIGNA or IBM’s
      request, I shall certify to the requesting party in writing that I have complied
      with my obligations under this paragraph.




3.
            **Assignment
                Obligations**.
                I hereby understand and agree:




(a)
            That
                during the course of my employment, I may work on and be a part of
                the
                development of technology, processes, methodologies, and other work
                product for CIGNA (or IBM, on CIGNA’s behalf). In accordance with the
                provisions of the SOW and the CIGNA Agreement, I hereby assign to
                Chordiant any technology, processes, methodologies, and other work
                product
                developed by me and such technology, processes, methodologies, and
                other
                work product which shall become the sole and absolute property of
                Chordiant to enable Chordiant to meet its obligations under the SOW
                and
                the CIGNA Agreement and for IBM to meet its obligations to CIGNA
                under the
                MSA.




(b)
            That
                any and all inventions, improvements, discoveries, technologies,
                processes, methodologies, and other work product developed or discovered
                by me as a result [of my employment at] [or consultancy with] Chordiant
                shall be fully disclosed to Chordiant (or IBM, on CIGNA’s behalf, as
                required by the MSA), and in accordance with the provisions of the
                SOW I
                hereby assign the same to Chordiant, and the same shall become the
                sole
                and absolute property of Chordiant to enable Chordiant to meet its
                obligations under the SOW and the CIGNA Agreement and for IBM to
                meet its
                obligations to CIGNA under the MSA. Upon the request of IBM or CIGNA,
                I
                shall execute, acknowledge, and deliver such assignments and other
                documents as Chordiant, IBM or CIGNA may consider necessary or appropriate
                to vest all rights, titles, and interests in Chordiant to enable
                Chordiant
                to meet its obligations under the SOW and the CIGNA Agreement and
                to
                enable IBM to meet its obligations to CIGNA under the
                MSA.




4.
            **Remedies**.
                I hereby understand and agree:




(a)
            That
                unauthorized use or disclosure of Confidential Information may likely
                result in substantial monetary and other damages to CIGNA (or IBM,
                on
                CIGNA’s behalf) and their respective direct and indirect subsidiaries and
                affiliates and will subject me to disciplinary action, including
                termination of employment, and civil and criminal legal
                proceedings.




(b)
            That
                the unauthorized use or disclosure of Confidential Information may
                give
                rise to irreparable injury to CIGNA (or IBM, on CIGNA’s behalf) and
                acknowledge that remedies other than injunctive relief may not
                be













adequate.
      Accordingly, IBM and CIGNA and their respective direct and indirect subsidiaries
      and affiliates have the right to seek equitable and injunctive relief to prevent
      the unauthorized disclosure of Confidential Information.




5.
            **Miscellaneous**.
                I hereby understand and agree:




(a)
            This
                Agreement embodies the entire understanding between the parties as
                to the
                subject matter of this Agreement and supersedes and replaces any
                and all
                prior understandings, arrangements and agreements whether oral or
                written
                relating to the Confidential Information. The terms of this Agreement
                shall not be amended or modified except in writing signed by each
                of
                Chordiant and me.




(b)
            The
                provisions of this Agreement shall survive the expiration or termination
                of the MSA and the SOW for a period of seven (7)
                years.




(c)
            This
                Agreement is a personal, indivisible, nontransferable agreement and
                may
                not be assigned or transferred, in whole or in part, by either party.




(d)
            CIGNA
                shall be an intended third party beneficiary of this Agreement but
                only as
                to individuals who are no longer employed by Chordiant or retained
                as a
                consultant by Chordiant.




(e)
            This
                Agreement shall be governed by, and construed and interpreted in
                accordance with, the laws of the State of New York, without respect
                to its
                rules on the conflict of laws.




IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized officers as set forth below.




**CHORDIANT
                SOFTWARE, INC.**
            [*insert
                Chordiant employee or contractor full name*]By:
            By:Name:
            Name:Title:
            Title:Date:
            Date: