Master
      Agreement for Subcontracted Services


Statement
      of Work


MASS
      Agreement #4902A20003


SOW
      #4906AT0073





This
      Statement of Work ("SOW")#4906AT0073 adopts and incorporates by reference the
      terms and conditions of the Master Agreement for Subcontracted Services - IBM
      as
      Prime # 4902A20003  (the
      “Agreement” or “MASS”), between International Business Machines Corporation
      (“IBM” or “Buyer”), and Chordiant Software, Inc. (“Supplier” or “Chordiant”).
      This SOW is effective beginning on the latest date of signature by both parties
      and will remain in effect until [*] (the “Initial Term”). Transactions performed
      under this SOW will be conducted in accordance with and be subject to the terms
      and conditions of this SOW, the Agreement, and any other applicable attachments
      or amendments. In the event of any conflict between this SOW, or the Agreement,
      this SOW will govern and any applicable Work Authorizations (“WAs”). This SOW is
      not a WA.





Not
      withstanding anything in the MASS to the contrary, the MASS shall remain in
      effect with respect to this SOW through the term of this SOW.





|**1.0** | **SCOPE
              OF WORK**
|------- | -------------------------------

Supplier
      resources will assist Buyer with the following services for the Call Center
      Application (CCA) Tower Project for CIGNA Corporation (“CIGNA” or
“Customer”):





|***1.1*** | ***Support
              of JSF*****SDK
              to Enable Portlet Development**
|--------- | -------------------------------------------------------------------------------------




Supplier
      will provide JSF SDK support in Chordiant Foundation which will provide the
      platform on which to build portlets for the reference CIGNA Architecture.
      Chordiant will demonstrate JSF/SDK test scenarios in lab environment.




Definition
      of Chordiant JSF SDK


The
      JSF SDK allows developers to build Java Server Faces user interfaces which
      connect with Chordiant processes (via the Interaction Controller), and Chordiant
      business services. JSF SDK pages can be hosted by the existing Chordiant Cafe
      desktop, or alternative custom desktops. The contents of this JSF SDK
      are:


-  [*]





The
      JSF SDK will be used by Buyer, with Supplier’s support, to deliver a Reference
      Build. The reference build will provide the following:


-  [*]








|***1.2*** | ***Services
              Support for CIGNA Development & Build
              Effort***
|--------- | ---------------------------------------------------------------------------------------




Supplier
      will assist Buyer in the following activities of the CIGNA Call Center
      Application (CCA) Tower Project:


|· | Support
              the baseline Portlet development by providing[*]hours
              of architect support to assist with initial JSF SDK implementation,
              the
              Reference Architecture outlined above and the Portlet development.
              (These
              hours are included in the total hours noted in Section 3.0.)
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Assist
              with the high and low level design of the Chordiant functional
              solution
|- | ----------------------------------------------------------------------------------------------------------

|· | Provide
              guidance and mentoring on how to maximize the value from the Chordiant
              product
|- | ------------------------------------------------------------------------------------------------------------------

|· | Assist
              with the high and low level design of Chordiant software integration
              in
              the overall architecture
|- | -------------------------------------------------------------------------------------------------------------------------------------------------

|· | Provide
              guidance and mentoring on techniques to extend the Chordiant Physical
              Data
              Model and the Chordiant Business Object
              Model
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Assist
              with the extension of the Chordiant Physical Data Model and the Chordiant
              Business Object Model
|- | ----------------------------------------------------------------------------------------------------------------------------------

|· | Assist
              with the design and development of Chordiant Business Flows and Chordiant
              Business Services
|- | ------------------------------------------------------------------------------------------------------------------------------

|· | Assist
              with design and development of Chordiant Queue management
|- | ------------------------------------------------------------------------------

|· | Assist
              with the installation and configuration of the Chordiant solution in
              the
              customer environments
|- | -----------------------------------------------------------------------------------------------------------------------------------------------

|· | Assist
              with performance testing and tuning the Chordiant
              solution
|- | ---------------------------------------------------------------------------------------------

|· | Provide
              Subject Matter Expertise for Information Technology Governance related
              to
              managing a Chordiant engagement leveraging Harmony Methodology, Chordiant
              Product and Chordiant Integration
              Architecture
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**2.0** | **SUPPLIER****ROLES**
|------- | ---------------------




Supplier will provide consultants for the following type(s) of roles:





|o | Technical
              Architect
|- | ---------------------------------

|o | Functional
              Architect
|- | ----------------------------------

|o | Consultancy
              Services Manager
|- | ------------------------------------------

|o | Data
              Architect
|- | ----------------------------

|o | Portal
              Architect
|- | ------------------------------

|o | Application
              Architect
|- | -----------------------------------

|o | Business
              Analyst
|- | ------------------------------

|o | Class
              Modeler
|- | ---------------------------

|o | Interaction
              Flow Designer
|- | ---------------------------------------

|o | Business
              Services Designer
|- | ----------------------------------------

|o | Performance
              Tuning Specialist
|- | -------------------------------------------

|o | Infrastructure
              Architect
|- | --------------------------------------




|**3.0** | **COMPLETION
              CRITERIA**
|------- | -------------------------------------

Supplier
      will have fulfilled its obligations under this SOW when anyone of the following
      first occurs:


|· | IBM
              has agreed that Supplier has provided the hours as defined in Section
              5.0
              below in this Statement of Work or
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Either
              party terminates the SOW in accordance with the provisions of the Master
              Agreement for Subcontractor Services, or IBM terminates the SOW upon
              thirty days prior written notice.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|**4.0** | **SUPPLIER’S
              RESPONSIBILITIES**
|------- | ---------------------------------------------

In
      addition to delivering the Services on schedule, Supplier will:


|· | Participate
              in progress reviews, as requested by Buyer, to demonstrate Supplier’s
              performance of its obligations;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|· | As
              part of Supplier’s importation requirements, provide to Buyer on the
              commercial invoice:
|- | -----------------------------------------------------------------------------------------------------------------------

|· | An
              invoice description that provides enough detail to verify the effort
              and
              time period expended for the month.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------




|**5.0** | **PAYMENTS**
|------- | ------------

Supplier
      services will be payable and invoiced to Buyer on a time and materials basis
      at
      rates provided in the table below per consultant, plus applicable sales taxes
      and expenses; total estimated to be **[*]** for Supplier Services as follows:





**Table
      1**





Positions
            **Roles**
            **Estimated
                Hours**
            **Hourly
                Rates**Technical
                Architect
            Technical
                Architect
              Functional
                Architect
              Performance
                Tuning Specialist
              Data
                Architect
              Portal
                Architect
              Application
                Architect
              Infrastructure
                Architect
              Interaction
                Flow Designer
              Business
                Services Designer
            **[*]**
            $**[*]**Consultancy
                Services Manager
            Consultancy
                Services Manager
            **[*]**
            $**[*]**Business
                Analyst
            Business
                Analyst
              Class
                Modeler
            **[*]**
            $**[*]****Total
                Estimated Hours**
            
            **[*]**





The
      service fee estimate related for the Supplier Services described under this
      SOW
      is intended to be an estimate for Buyer's budgeting and Supplier's resource
      scheduling purposes; the estimate does not include expenses or taxes. Once
      fees
      for services reach this estimate, Supplier will cooperate with Buyer to provide
      continuing services on a time and materials basis or at Buyer’s direction, stop
      performing services. In the event that additional services are required, Buyer
      and Supplier will handle such services through the Change Control Process and
      such additional services will be mutually agreed to by both parties. All amounts
      due to Supplier hereunder will be invoiced monthly. All such invoices shall
      be
      payable net 45 days for this SOW only. Actual travel and living expenses are
      in
      addition to the service fees. Chordiant will be reimbursed for actual expenses
      incurred and adhere to the IBM expense policy. Chordiant will work with IBM
      to
      manage expenses.





All
      travel and living invoices are at actual cost with no mark-up. (Buyer will
      reimburse Supplier for the following travel expenses only, provided they are
      incurred in performance of this SOW and with Buyer’s prior written approval: (i)
      tolls, parking fees, taxis, buses or auto rentals fees for autos rented from
      a
      Buyer designated rental company; (ii) personal automobile use under the
      applicable automobile allowance plan, excluding normal commutation; (iii) air
      transportation at the economy, tourist or coach class rate for the most direct
      route of a scheduled airline; (iv) reasonable lodging charges for the immediate
      area; (v) reasonable and actual meal expenses; (vi) necessary business calls
      made on Buyer’s behalf; (vii) reasonable tipping; (viii) reasonable valet and
      laundry charges if a trip extends beyond four consecutive (4) days. Supplier
      must submit an invoice listing all travel expenses, and all applicable receipts
      for lodging, airline travel, rental cars or any other reimbursable expenditure
      to the Technical Coordinator. Buyer will not reimburse Supplier for personal
      expenses.)





The
      rates provided in the above table are only relevant to the SOW. Buyer may
      request up to an additional 10,000 hours based on the rates in the table above.
      Any additional hours beyond the table above and 10,000 hours will be billed
      at
      the following rates:





**Table
      2**








Positions
            **Hourly
                Rates**Technical
                Architect
            $**[*]**Consultancy
                Services Manager
            $**[*]**Business
                Analyst
            $**[*]**Developer
            $**[*]**





For
      services billed under Table 2, a ctual
      travel and living expenses are in addition to the service fees.








|**6.0** | **SUPPLIER
              SOFTWARE**
|------- | -----------------------------------




Buyer
      and Supplier will enter into an order form regarding the purchase and resale
      of
      Supplier Software by Buyer to Customer in the form attached as Exhibit 4-D
      hereto (the “Order Form”), and Supplier and Customer will enter into a software
      license agreement in the form attached as Exhibit 4-E hereto (the “End User
      Agreement”), which End User Agreement contains the terms and conditions,
      including warranty and indemnification, governing Customer’s use of the Supplier
      Software.





**6.1**  **Documentation** .




Following
      execution of the Order Form and the End User Agreement, Supplier
      shall deliver to Buyer on behalf of the Customer one copy of the Supplier
      Software (via CD-Rom or electronic download) and all necessary and reasonable
      documentation, including user, systems, operating and program manuals for the
      Supplier Software which Supplier customarily provides to end user licensees
      of
      the Supplier Software.





|**7.0** | **ASSET
              PROTECTION**
|------- | ----------------------------------

In
      the event that assets are loaned to Supplier and there is no separate loan
      agreement in place between Buyer and Supplier for those assets, Supplier will
      be
      responsible for risk of loss and for the return of those assets to
      Buyer.





|**8.0** | **SUPPLIER
              SUPPORT SERVICES**
|------- | -------------------------------------------




The
      ongoing support and maintenance obligations for the Supplier Software are set
      forth in Exhibit 1 hereto (the “Service Level Agreement”). So long as Buyer has
      paid the annual support and maintenance fee under the Order Form, Supplier
      is
      then offering support and maintenance services for the Supplier Software and
      neither Buyer nor Customer has otherwise breached any provision of the End
      User
      Agreement, Supplier shall provide the support and maintenance services specified
      on the Service Level Agreement to Buyer on behalf of Customer. With regard
      to
      the provision of support and maintenance services under the Service Level
      Agreement, for so long as the Service Level Agreement is in effect, Supplier
      shall comply with Sections 16 (Security), 27 (Audit), 25 (Compliance), 38
      (Confidentiality) and 39 (IBM Data). The Service Level Agreement shall survive
      the termination of this SOW, so long as Buyer has paid the annual support and
      maintenance fee under the Order Form, Supplier is then offering support and
      maintenance services for the Supplier Software and neither Buyer nor Customer
      has otherwise breached any provision of the End User Agreement.





**10.0
      Buyer's Responsibilities**




Responsibilities . Attachment A-1




Buyer
      and the IBM team when necessary has the right to interview and approve staffing
      before supplier personnel are brought onto the project.




In
      addition to Buyer's responsibilities as expressly set forth elsewhere in this
      SOW or the Base Agreement, Buyer shall be responsible for the
      following:






Buyer
      shall designate one individual to communicate directly with the Supplier Account
      Executive, to whom all Supplier communications concerning this SOW shall be
      addressed ( “the Relationship Manager").






Buyer
      shall cooperate with Supplier, including by making available timely management
      decisions, information, approvals and acceptances, as reasonably requested
      by
      Supplier so that Supplier may accomplish its obligations and responsibilities
      hereunder. The Relationship Manager, or his or her designee, will be the
      principal point of contact for obtaining such decisions, information, approvals
      and acceptances. Only personnel as expressly so designated by Buyer will be
      authorized to make commitments on the part of Buyer that amend this
      SOW.







**12.0
      Communications**


All
      communications between the parties will be carried out through the following
      designated coordinators. All notices required in writing under this Agreement
      will be made to the appropriate contact listed below at the following addresses
      and will be effective upon actual receipt. Notices may be transmitted
      electronically, by registered or certified mail, or courier. All notices, with
      the exception of legal notices, may also be provided by facsimile.











**Business
                Coordinators****FOR
                SUPPLIER**
            
            **FOR
                BUYER**Name
            [*]
            Name
            [*]Title
            Sales
                Manager
            Title
            PartnerAddress
            8
                Commerce Drive
              Bedford,
                NH 03110
            Address
            55
                Main St, 1 Financial Plaza, Hartford, Ct.Phone
            [*]
            Phone
            [*]Fax
            [*]
            Fax
            [*]E-mail
            [*]
            E-mail
            [*]





**Legal
                Coordinators****FOR
                SUPPLIER**
            
            **FOR
                BUYER**Name
            Derek
                Witte
            Name
            [*]Title
            General
                Counsel
            Title
            Procurement
                Solution AdvisorAddress
            20400
                Stevens Creek Blvd.
              Cupertino,
                CA 95014
            AddressPhone
            [*]
            Phone
            [*]Fax
            [*]
            FaxE-mail
            [*]
            E-mail
            [*]





**Technical
                Coordinators****FOR
                SUPPLIER**
            
            **FOR
                BUYER**Name
            [*]
            Name
            [*]Title
            Sales
                Manager
            Title
            same
                as aboveAddress
            8
                Commerce Drive
              Bedford,
                NH 03110
            AddressPhone
            [*]
            PhoneFax
            [*]
            FaxE-mail
            [*]
            E-mail








**13.0
      Electronic Commerce**





Unless
      previously submitted by Supplier, in order to initiate electronic transfer
      of
      payments associated with this SOW, Supplier will complete the attached form
      entitled “Authorization for Electronic Funds Transfer” and fax the completed
      form to Accounts Payable at the number included on the form.





Unless
      previously submitted by Supplier, in order to initiate electronic transfer
      of
      payments associated with this SOW, Supplier will provide the required
      information in the attachment entitled “Electronic Funds Transfer.”





**14.0**  **Training** .




Supplier
      shall be responsible for the training of Supplier Personnel at no additional
      cost to Buyer. This training includes all new-hire training of all types
      (including with respect to technical and domain requirements and necessary
      cultural and communication skills) prior to the point when the Supplier employee
      is qualified to meet the skill set requirements for his or her respective
      activities under the Subcontract, including so that such Supplier Personnel
      has
      expertise with Supplier’s then-in-effect architecture and technology. Supplier
      shall provide training necessary to meet all compliance requirements mandated
      on
      a country, state, federal or local level for the duties performed in connection
      with the Supplier’s Supplier Services.




Any
      training required on Supplier Software for Buyer or Customer personnel will
      be
      charged at the following rates:




**Course**
            **#
                Days**
            **Tuition**
              **per
                person per course****Chordiant
                Foundation Server**CSF
                - Technical Developer
            [*]
            $[*]CSF
                - Technical Developer Sandpit
            [*]
            $[*]CSF
                - Design
            [*]
            $[*]Business
                Analyst
            [*]
            $[*]Business
                Analyst Sandpit
            [*]
            $[*]**Chordiant
                Certifications**Technical
                Developer (CCTD)
            [*]
            $[*]Business
                Analyst (CCBA)
            [*]
            $[*]







Subcontractor
      shall retain IBM specific training materials and other documentation used in
      connection with the Subcontractor’s Subcontractor Services in accordance with
      IBM provided record retention policies and CIGNA’s seven year retention
      requirement.




**16.0
      Security** .




Throughout
      the Subcontract Term and the Termination Assistance Period, Supplier shall,
      at
      no additional cost to Buyer, maintain the security requirements specified in **Exhibit
      4-C.**




**17.0**  **Supplier
      Personnel Equipment** .




Except
      for the IBM Equipment Buyer shall provide pursuant to the Subcontract (including
      CIGNA Equipment provided by Buyer), Supplier shall provide to Supplier Personnel
      all standard desktop computer Equipment and Software required to perform the
      Supplier Services (including standard Microsoft Office products or compatible,
      functionally equivalent products that are compatible with IBM identified
      systems, e-mail and LAN/WAN servers). Buyer and Supplier shall agree on the
      necessary set of application-specific tools, and which items Supplier shall
      provide and which items Buyer shall provide. Supplier shall provide all office
      equipment (including PCs), consumables, services and the like required to
      support Supplier Personnel at Supplier Service Locations .




**20** **.0
      IBM/CIGNA Facilities**





**20.1
      Use of IBM/CIGNA Service Locations** .
      The IBM/CIGNA Service Locations shall be made available to Supplier on an “as
      is, where is” basis. Supplier shall follow any directions of Buyer with respect
      to the use of such space. Supplier and Supplier Agents shall: (a) keep the
      IBM/CIGNA Service Locations in good order; (b) not commit or permit waste or
      damage to such facilities; (c) not use such facilities for any unlawful purpose;
      and (d) act and comply with all of Buyer’s and CIGNA’s standard policies and
      procedures, which have been provided to Supplier in writing (for the avoidance
      of doubt, electronic notification is considered “in writing”), as in effect from
      time to time, including procedures for the physical security of the IBM/CIGNA
      Service Locations, including those set forth on Exhibit 3 hereto. Supplier
      shall
      be responsible for damage to the IBM/CIGNA Service Locations caused by Supplier
      or Supplier Agents, subject to reasonable wear and tear. Subcontractor shall
      not
      make any improvements or changes involving structural, mechanical or electrical
      alterations to such space without IBM’s or CIGNA’s prior written consent.
      Improvements to the IBM/CIGNA Service Locations shall become the property of
      IBM
      or CIGNA (as applicable). When the IBM/CIGNA Service Locations are no longer
      required for performance of the Subcontractor Services, Subcontractor shall
      return the IBM/CIGNA Service Locations to IBM or CIGNA in substantially the
      same
      condition as when Subcontractor began use of the facilities, subject to
      reasonable wear and tear. Supplier shall permit Buyer of CIGNA and Buyer’s or
      CIGNA’s designees to enter into those portions of the IBM/CIGNA Service
      Locations occupied by Supplier’s staff at any time. Except for the IBM/CIGNA
      Service Locations described in this Subcontract which shall be made available
      to
      Supplier, Supplier shall be responsible for providing all other space that
      is
      necessary to provide the Supplier Services at Supplier’s own or other
      facilities. Supplier acknowledges that the location of the IBM/CIGNA Service
      Locations may change and Supplier shall provide the Supplier Services with
      respect to any such relocated IBM/CIGNA Service Locations at the same cost,
      subject to Buyer being financially responsible for Supplier’s incremental
      expenses for a Buyer-initiated relocation of the Supplier Services to any such
      relocated IBM/CIGNA Service Location, but Subcontractor shall use commercially
      reasonable efforts to avoid any significant incremental expenses above the
      expense estimate set forth in Section 5.0 above and shall notify IBM the of
      any
      incremental expense increase and additional Subcontractor Services Charges,
      if
      any, for compliance with IBM’s direction to relocate such Subcontractor
      Services.




**20.2
      Use of IBM/CIGNA Facility Items** .
      Buyer and CIGNA shall provide reasonable use of IBM/CIGNA Facility Items
      substantially equivalent to those made available by Buyer or CIGNA to its own
      personnel who perform similar functions. Supplier may only use the IBM/CIGNA
      Facility Items for the sole and exclusive purpose of providing the Supplier
      Services. Any other uses are subject to the prior written approval of Buyer
      or
      CIGNA in their discretion. Supplier shall keep and use the IBM/CIGNA Facility
      Items in a reasonable and efficient manner. Supplier shall not commit waste
      or
      damage to the IBM/CIGNA Facility Items or use them for any unlawful purpose
      or
      act. Supplier is responsible for any damage to IBM/CIGNA Facility Items
      resulting from the abuse, misuse, neglect or gross negligence of Supplier (or
      its subcontractors or other guests) or other failure to comply with its
      obligations respecting such resources. Supplier shall (and shall cause Supplier
      Personnel to) review, be knowledgeable of and comply with Buyer’s and CIGNA’s
      policies and procedures regarding access to and use of the IBM/CIGNA Facility
      Items which have been provided to Supplier in writing, including procedures
      for
      physical and logical security, including those set forth on Exhibit 2 hereto,
      and shall follow any of Buyer’s reasonable directions with respect to the use of
      such items.




**20.3
      No Violation of Laws** .
      Supplier shall: (a) treat, use and maintain the IBM/CIGNA Service Locations
      in a
      reasonable manner, but in no event to a lesser standard than it maintains for
      its own locations; and (b) not commit, and use all reasonable efforts to ensure
      that no Supplier employees nor Supplier Agents commit, any act in violation
      of
      any Laws in such Supplier occupied IBM/CIGNA Service Location or any act in
      violation of Buyer’s of CIGNA’s insurance policies or in breach of Buyer’s or
      CIGNA’s obligations under the applicable real estate leases for such Supplier
      occupied IBM/CIGNA Service Locations, in each case of which Supplier is apprised
      in writing by Buyer.




**22.0** **Safety
      and Security Procedures.** ****







**22.1** While
      at the IBM/CIGNA Service Locations, Supplier’s employees and the Supplier Agents
      shall comply with Buyer’s and CIGNA’s reasonable requests, rules and regulations
      regarding personnel and professional conduct (including the wearing of an
      identification badge and adhering to regulations and general safety practices
      or
      procedures), which have been provided to Supplier in writing (for the avoidance
      of doubt, electronic notification is considered “in writing”), including the
      regulations set forth in **Exhibit
      4-C** hereto
      and otherwise conduct themselves in a businesslike and professional
      manner.











**22.2**  **** Except as otherwise designated, at IBM/CIGNA Service Locations, smoking is
      prohibited inside all buildings operated or occupied by Buyer or CIGNA,
      including leased offices and at off-site IBM/CIGNA sponsored conferences and
      meetings.




**22.3** If operating at a IBM/CIGNA Service Location, Supplier shall be responsible
      for
      adhering to all individual IBM and CIGNA Safety, Occupational Health,
      Environmental and Operational procedures provided to Supplier in writing in
      a
      manner timely enough to enable compliance and updated regularly to allow Buyer
      to ensure their currency and to all local, state, and federal laws and
      regulations, including Occupational Safety and Health Act (OSHA) and
      Environmental Protection Agency (EPA).






**22.4** If located at an IBM/CIGNA Service Location, Supplier shall immediately notify
      Buyer or CIGNA security department (as appropriate) in the event of a fire
      or
      other emergency by calling the emergency telephone number. Supplier shall train
      all employees located at IBM/CIGNA Service Locations to respond to fire, civil
      defense, bomb threats, evacuations, and other emergencies alarms, based on
      procedures established by Buyer or CIGNA which have been provided to Supplier
      in
      writing (for the avoidance of doubt, electronic notification is considered
“in
      writing”).











**22.5** If the Supplier notices any condition at an IBM/CIGNA Service Location that
      is
      unsafe, unhealthy, or in any other way could cause an accident, Supplier shall
      notify Buyer immediately, if correction of the condition shall take more than
      routine attention, or remedy the condition, if correction of the condition
      shall
      take only minimal attention.




**23.0
      Cooperation.**




To
      the extent Buyer performs any of the Supplier Services, or retains IBM Third
      Party Contractors to do so, Supplier shall fully cooperate with and work in
      good
      faith with Buyer and IBM Third Party Contractors as reasonably directed by
      Buyer. Such cooperation may include (subject to Supplier’s reasonable and
      appropriate security and confidentiality requirements): (a) providing access
      to
      any facilities being used to provide the Supplier Services, as necessary for
      IBM
      Third Party Contractors to perform the work assigned to them; (b) providing
      access (remotely or onsite as requested by Buyer) to the Equipment, Software
      and/or systems used to provide the Supplier Services; (c) reasonable integration
      activities to ensure compatibility of systems/products/services of the total
      solution; and (d) providing written requirements, standards, policies or other
      documentation for the Supplier Services and for the Equipment, Software or
      systems procured, operated, supported or used by Supplier in connection
      therewith. The Parties shall cooperate in good faith to ensure smooth
      performance of the Supplier Services. To that end, there shall be a continuous
      exchange of information between the Parties with respect to, but not limited
      to,
      the Supplier Services, quality control and encountered difficulties. Supplier
      will provide the cooperation called for in this Section 23.0 on a time and
      materials basis for services performed at the rates provided in Section 5.0
      above, and on the basis of actual cost for expenses incurred. Supplier will
      inform and discuss any additional work or expenses with Buyer before incurring
      such cost or expense.




**24.0** **** **Notification.**




Supplier
      shall immediately notify Buyer when it becomes aware that an act or omission
      of
      an IBM Third Party Contractor shall cause, or has caused, a problem or delay
      in
      providing the Supplier Services, and shall use commercially reasonable efforts
      to work with Buyer to prevent or circumvent such problem or delay. Supplier
      and
      Buyer shall cooperate with each other to resolve differences and conflicts
      arising between the Supplier Services and other activities undertaken by Buyer
      or any of the IBM Third Party Contractors.




**25.0
      COMPLIANCE** ****




**25.1
      Governmental Approvals** . Supplier
      shall obtain, provide, file and maintain all Governmental Approvals that are
      necessary for Supplier or Supplier Agents to commence and complete the
      Supplier’s provision of the Supplier Services. Upon Supplier’s reasonable
      request, Buyer shall cooperate with and assist Supplier in obtaining any
      Governmental Approvals, to the extent reasonably possible. Supplier shall have
      financial responsibility for all fees and taxes associated with obtaining and
      maintaining all Governmental Approvals.




(a)
      Without limiting Supplier’s obligations under this Section, Supplier shall be
      responsible for monitoring and properly notifying Buyer of any Governmental
      Approvals required in connection with providing the Supplier Services from
      the
      Offshore Locations.




(b)
      Buyer shall have the right to terminate upon notice to Supplier the relevant
      portion of any SOW if the foregoing Governmental Approvals are not obtained
      or
      provided within the required time frames, and the charges thereafter will be
      equitably adjusted to reflect such removal.




**25.2
      Compliance with Laws** .
      Supplier (and Supplier’s Affiliates) and Supplier Personnel shall comply with
      all laws. If Supplier becomes aware of non-compliance with any laws, Supplier
      shall promptly notify Buyer in writing. Supplier shall provide Buyer with,
      upon
      request, data and reports necessary for Buyer to comply with all laws. If
      Supplier maintains any records required in electronic form, such records and
      their confidentiality shall comply with all applicable laws. Supplier shall
      be
      responsible for any fines and penalties imposed on Supplier resulting from
      the
      failure of Supplier, Supplier Personnel to comply with laws.




**25.3
      Compliance with Laws in Offshore Locations** .
      Supplier shall be responsible for monitoring and complying with all laws
      relating to licensing, import-export, data flows, technology transfers (but
      excluding tax laws), applicable to its performance of the Supplier Services
      from
      the Offshore Locations. All costs relating to the compliance with such laws
      shall be paid by Supplier, except that conforming changes to IBM/CIGNA systems
      to receive the Supplier Services shall be handled by Buyer or CIGNA at their
      own
      cost unless the change is a part of the Supplier Services under a Statement
      of
      Work. Buyer shall provide reasonable assistance to Supplier in connection with
      such compliance as requested by Supplier.




**25.4
      Compliance with Privacy Regulations** .
      Subcontractor shall comply with: (a) the European Commission Data Protection
      Directive (95/46/EC) or Data Protection Act 1998 or any implementing or related
      legislation of any member state in the European Economic Area; (b) the Health
      Insurance Portability and Accountability Act of 1996; (c) subject to 15.5,
      the
      Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745); and (d) any other
      applicable data protection laws or regulations to the extent applicable to
      Subcontractor’s provision of the Subcontractor Services. Specific provisions
      relating to HIPAA and data protection laws are set forth in **Exhibit
      13** hereto.




**25.6
      Interpretation of CIGNA Laws** .
      CIGNA shall have final approval over the interpretation and application, and
      the
      appropriate method for complying with any CIGNA Laws (i.e., laws that are
      specific to CIGNA’s business). Supplier (and Supplier’s Affiliates), Supplier
      Agents, and Supplier Personnel shall comply with all such CIGNA written
      directions in this regard.




**27.0
      AUDIT**




**27.1
      Books and Records** .
      Supplier shall keep and maintain, in accordance with generally accepted
      accounting principals and practices, and make available for the inspection,
      examination and audit by Buyer, its authorized employees, agents or
      representatives and auditors (“IBM Auditors”), upon reasonable notice, complete
      and accurate books and records in connection with the Service, as necessary
      to:
      (a) demonstrate Supplier’s compliance with its obligations under this
      Subcontract; (b) verify volumes, charges and resource utilization and payment
      by
      Supplier of all license, maintenance and other service fees required in
      connection with the performance of the Supplier Services in accordance with
      this
      Subcontract; (c) comply with all applicable Laws; and (d) verify data security
      measures, pre-placement checks physical security measures related to this
      Subcontract. Supplier shall permit and cooperate with any audit conducted by
      Buyer or IBM Auditors. Upon reasonable notice, but not more than once annually,
      at the sole expense of Buyer, IBM Auditors shall have the right to inspect
      and
      audit Supplier’s books, records, systems and operations related to the Supplier
      Services.




**27.2
      Facilities and Personnel** .
      Supplier shall provide to IBM’s Auditors access upon request to any facility or
      part of a facility at which Supplier is providing the Supplier Services, to
      Supplier Personnel, and to data and records relating to the Supplier Services
      for the purposes of performing audits and inspections of Buyer and its business
      to verify the integrity of IBM Data and to examine the systems related to the
      Supplier Services that process, store, support and transmit that data. The
      foregoing audit rights shall include audits: (a) of practices and procedures;
      (b) of systems; (c) of security practices and procedures; (d) of disaster
      recovery and backup procedures; (e) necessary to enable Buyer to meet applicable
      Laws; and (f) of any Supplier quality assurance processes.




**27.3
      Fee Audit** .




a.
      Upon Buyer’s request, Supplier shall provide IBM’s Auditors with access to such
      financial records and supporting documentation to the extent necessary to
      ascertain the correctness of fees due and payable to Supplier hereunder, as
      may
      be requested by Buyer or IBM’s Auditors. Such IBM Auditors may audit any of the
      charges charged to Buyer to determine if such fees are accurate and in
      accordance with this Subcontract.




b.
      If it is determined that Supplier has overcharged Buyer, IBM shall notify
      Supplier of the amount of such overcharge and Supplier shall promptly pay to
      Buyer the amount of the overcharge, plus interest at the rate of 1.5% per month
      calculated from the date of receipt by Supplier of the overcharged amount until
      the date of payment to Buyer.




c.
      In addition to Buyer’s rights set forth in Section (b) above, if any such audit
      reveals an overcharge to Buyer of 5% or more of the aggregate fees being audited
      Supplier shall, at Buyer’s option, issue to Buyer a credit against the Service
      Charges or reimburse Buyer, in either case, for the reasonable cost of such
      audit, provided such audit is not performed on a contingency fee basis.




**27.4
      Cooperation**




a.
      Supplier and Supplier Personnel shall assist and cooperate with Buyer or its
      designees in connection with audit functions and with regard to examinations
      by
      regulatory authorities. Supplier shall provide such assistance as reasonably
      required to carry out the audits, including: (i) providing use of Supplier
      locations, facilities and resources, including space, office furnishings
      (including lockable cabinets), telephone and facsimile services, utilities,
      office-related equipment and duplicating services; and (ii) installing and
      operating audit software. For the avoidance of doubt, reasonable audit
      cooperation is part of the Supplier Services (including participation from
      accountants and other Supplier finance personnel) and shall not be counted
      against resource utilization. Any actual and reasonable expenses incurred by
      Supplier outside ordinary course of business expenses as a result of such audit
      will be reimbursed to Supplier by Buyer.




b.
      Other than in connection with a sales or use tax audit, Supplier shall notify
      Buyer promptly by telephone or by email if any governmental or regulatory
      authority requests an inspection or makes written or oral inquiries of Supplier
      regarding any aspect of Buyer’s activities pursuant to this Subcontract, so long
      as such notification does not violate any applicable Laws or breach any
      obligation of confidentiality to a third party. Unless otherwise required by
      applicable Laws, Subcontractor shall not allow physical access to any
      governmental or regulatory authority relating to such activities without giving
      IBM the right to have a representative present. Supplier and Buyer shall
      cooperate in resolving any concerns of any governmental or regulatory authority.
      Supplier shall notify Buyer promptly by telephone or by email if Supplier
      believes that the actions or inactions of any governmental or regulatory
      authority, including the issuance or failure to issue any report, permit, or
      license, may cause a negative impact on Supplier’s ability to perform the
      Supplier Services.




c.
      At the conclusion of a Buyer audit or examination provided for in this
      Subcontract or any applicable Statement of Work and prior to issuing the final
      audit report, Buyer shall conduct, or request its external auditors or examiners
      to conduct, an exit conference with Supplier to discuss issues identified in
      the
      review. Supplier and Buyer shall meet to review each final audit report promptly
      after the issuance thereof and to mutually agree upon an appropriate and
      effective manner in which to respond to the deficiencies identified and changes
      suggested by the audit report.




d.
      If any audit by an auditor designated by Buyer or a regulatory authority results
      in Supplier being notified that Supplier is not in compliance with the terms
      of
      this Subcontract or other required compliance requirements, Supplier shall
      comply with such terms after having a reasonable opportunity to contest such
      audit finding should such finding be upheld. Subcontractor shall bear the
      expense of any such response, and any remedial actions, to the extent that
      Subcontractor was not in compliance with the terms of this Subcontract or the
      required compliance requirements.




**27.5
      General Procedures** .
      Notwithstanding the intended breadth of Buyer’s audit rights, Buyer and its
      internal and external auditors, inspectors, regulators and other representatives
      shall not be given access to: (i) the proprietary information of other Supplier
      customers; (ii) Supplier locations that are not related to Buyer or the Supplier
      Services; or (iii) Supplier’s internal costs, except as to the extent such costs
      are the basis upon which Buyer is charged. In performing audits, Buyer shall
      endeavor to avoid unnecessary disruption of Supplier’s operations and
      unnecessary interference with Supplier’s ability to perform the Supplier
      Services. The external auditors and inspectors designated by Buyer under this
      Article 27 to conduct operational and/or financial audits shall not be Supplier
      Competitors. Buyer’s auditors shall comply with Supplier’s applicable,
      reasonable security requirements, including, where appropriate, execution of
      a
      non-disclosure agreement reasonably acceptable to Supplier.




**27.6
      Record Retention** .
      Until: (a) seven years after expiration or termination of this Subcontract;
      (b)
      pending matters relating to this Subcontract (e.g., disputes) are closed; or
      (c)
      no longer required to meet Buyer’s records retention policy (as modified from
      time to time), whichever is later, as notified to Supplier, Supplier shall
      maintain and provide access upon request to the records, documents and other
      information required to meet Buyer’s audit rights under this Subcontract.




**27.7
      Legal Discovery** .
      Buyer is required to preserve and produce electronic data in support of its
      legal discovery obligations, as they may arise, for investigations and/or
      litigation. As part of the Supplier Services, Supplier shall cooperate with
      any
      legal discovery requests made by any IBM Entity, including the dissemination
      of
      preservation requests, collection of data, imaging of systems, back-up of
      electronic information, maintenance, retention and production of any such data.
      Supplier shall keep detailed records of its efforts to preserve data required
      for legal discovery.




**28.0
      Change Control Procedures.** ****




**28.1** Buyer and
      Supplier shall comply with the following Change Control Procedures:




a.
      Change Control Procedures shall provide, at a minimum, that: (A) no Change
      shall
      be implemented without written agreement by both Parties, except as may be
      necessary on a temporary basis to maintain the continuity of the Supplier
      Services; (B) with respect to all Changes, Buyer and Supplier shall: (I) other
      than those Changes made on a temporary basis to maintain the continuity of
      the
      Supplier Services, schedule Changes so as not to unreasonably interrupt Buyer’s
      business operations; and (II) monitor the status of Changes against the
      applicable schedule; (C) with respect to any Change made on a temporary basis
      to
      maintain the continuity of the Supplier Services, Supplier shall document and
      provide to Buyer notification (which may be given orally provided that any
      oral
      notice must be confirmed in writing to Buyer within five Business Days) of
      the
      Change no later than the next Calendar Day after the Change is made; and (D)
      Supplier shall update the Change Control Procedures as necessary and shall
      provide such updated Change Control Procedures to Buyer for its approval.




**30.0
      Pre-Placement Checks**




**30.1** Supplier recognizes Buyer’s desire to maintain a safe and secure working
      environment for Buyer employees. For
      purposes of this Subcontract, “Certain Supplier Personnel” means any Supplier
      Personnel who: (i) are to have behind-the-firewall access to Buyer or CIGNA
      or
      their Affiliates’ computer and telecommunications network (e.g., Buyer or CIGNA
      Equipment, Software or Buyer or CIGNA Data), whether such access is provided
      through an on-site or remote connection ;
      or (ii) perform certain Software development projects Buyer deems to be highly
      sensitive to Buyer’s or CIGNA’s business operations.




**30.2** Supplier
      shall have administrative responsibility for conducting the background checks.
      Supplier does not conduct drug testing on its personnel. Buyer may conduct
      drug
      testing and background checks itself, at Buyer’s expense, on any Supplier
      personnel scheduled to work at IBM/CIGNA Service Locations. Supplier will make
      such personnel available for the drug tests and background checks. Buyer shall
      have financial responsibility therefore and shall reimburse Supplier for the
      check and test costs on a Pass-Through Expense basis.




**30.3** Supplier shall permit and cooperate with Buyer’s audits of Supplier compliance
      with the background screening stated herein.




**34.0
      Replacement, Qualifications and Retention of Supplier
      Personnel.** ****




**34.1** If Buyer determines in good faith that the continued assignment to Buyer of
      any
      particular Supplier Personnel is not in the best interests of Buyer, then Buyer
      shall give Supplier written notice to that effect requesting that such Supplier
      Personnel be replaced; provided, however, upon Buyer’s request, Supplier shall
      immediately reassign any individual from the Buyer account so long as Buyer
      demonstrates to Supplier the need for such immediate reassignment. Promptly
      after its receipt of such a request by Buyer, Supplier shall investigate the
      matters stated in the request and discuss its findings with Buyer. If requested
      to do so by Buyer, Supplier shall immediately remove the individual in question
      from performance of the Supplier Services pending completion of Supplier’s
      investigation and discussions with Buyer. If, following discussions with
      Supplier, Buyer still in good faith requests replacement of such Supplier
      Personnel, Supplier shall promptly replace such Supplier Personnel with an
      individual of suitable ability and qualifications. Nothing in this provision
      shall operate or be construed to limit Supplier’s responsibility for the acts or
      omissions of Supplier Personnel.




**34.2** Supplier shall maintain and conduct procedures for the replacement of Supplier
      Personnel in such a manner so as to assure an orderly succession for any
      Supplier Personnel who is replaced. Upon request, after a determination that
      a
      Supplier Personnel shall be replaced, Supplier shall make such procedures
      available to Buyer. The timing for transfer, reassignment or replacement of
      Supplier Personnel shall be closely coordinated with the requirements for timing
      and other elements of the Supplier Services so as to maintain continuity in
      the
      performance of the Supplier Services.




**34.3** Supplier shall use its diligent and reasonable efforts to keep the turnover
      rate
      of Supplier Personnel to a reasonably low level. If Buyer believes that Supplier
      Personnel’s turnover rate is excessive and so notifies Supplier, Supplier shall:
      (i) determine the cause of the excess; (ii) develop a mutually agreed upon
      plan
      to minimize turnover; and (iii) meet with Buyer to discuss the implementation
      and timely impact of the plan. Supplier shall be responsible for replacing
      personnel who are retiring, or who otherwise leave the Buyer account, with
      professional personnel.




**35.0
      Subcontractors.** ****




Except
      for the subcontractors identified on Exhibit 4 hereto (the “Permitted
      Subcontractors”), Supplier shall not subcontract its material obligations under
      this Subcontract or any Supplier Services which involve the use of or access
      to
      IBM Data without Buyer’s prior written consent. Supplier may use these Permitted
      Subcontractors in connection with the provision of the Supplier Services subject
      to the terms of this Subcontract (including the provisions of this
      Section). Buyer hereby pre-approves those certain subcontracts between Supplier and third
      party original hardware/equipment manufacturers and original software licensors
      who perform routine maintenance and support and that do not materially impact
      a
      Buyer or Supplier function that is part of the Supplier Services. ****




**35.1** Supplier shall include in its subcontracts as flow-down provisions, provisions
      substantially similar to those provisions of this Subcontract relating to Buyer
      facilities, personnel requirements, Buyer’s intellectual property rights,
      Buyer’s audit rights, confidentiality, representations and warranties. Supplier
      shall require each of its Affiliates and all Permitted Suppliers to carry
      insurance at levels customary and appropriate for the types and volumes of
      Supplier Services being provided by such Affiliates and Permitted Suppliers.




**35.2** The Change of Control of a Permitted Subcontractor to an IBM Competitor shall
      in
      all cases be deemed good cause for the purposes of this Section. Upon any such
      revocation, Supplier shall, upon Buyer’s request, replace such subcontractor
      with a new subcontractor, subject to Buyer’s approval of the new subcontractor,
      the transition plan, and certain material terms of the subcontract reasonably
      specified by Buyer. Any revocation of the approval of a subcontractor pursuant
      to this Section shall not excuse Supplier from providing the Supplier Services
      and meeting the Service Levels; provided that Buyer gives Supplier 30 days’
notice unless a different notice period has been approved or agreed by
      Buyer.




**35.3** No subcontracting shall release Supplier from its responsibility for its
      obligations under this Subcontract. Supplier shall remain responsible for
      obligations, services and functions performed by subcontractors to the same
      extent as if these obligations, services and functions were performed by
      Supplier employees. Supplier shall be Buyer’s sole point of contact. Supplier
      shall not disclose Buyer or CIGNA Confidential Information to a subcontractor
      (including an Affiliate of Supplier) until such subcontractor has executed
      a
      nondisclosure agreement in a mutually agreed form.




**35.4** Supplier shall be responsible for all payments to Supplier Agents under
      contracts between Supplier and Supplier Agents. Supplier shall promptly pay
      for
      all services, materials, Equipment and labor used by Supplier or Supplier Agents
      in providing the Supplier Services and Supplier shall keep Buyer’s premises free
      of all liens by Supplier or Supplier Agents.




**35.5** Nothing in this Subcontract shall prevent, and Subcontractor shall not prevent
      or inhibit (through damages, penalties or otherwise), IBM or any IBM Entity
      from
      contracting directly with any of the subcontractors or third party providers
      used by Subcontractor in connection with the provision of the Subcontractor
      Services upon the cessation of a Service or expiration or termination of this
      Subcontract.




**36.0
      REPRESENTATIONS, WARRANTIES** **AND COVENANTS**




**36.1
      By Supplier** .
      Supplier represents, warrants and covenants to Buyer during the Subcontract
      Term
      and the Termination Assistance Period that:




a
      It shall
      render the Supplier Services with promptness and diligence and shall execute
      them in a workmanlike manner, in accordance with the practices and high
      professional standards that are the accepted industry norms applicable to the
      Supplier Services. Supplier represents and covenants that it shall use adequate
      numbers of qualified individuals with suitable training, education, experience
      and skill to perform the Supplier Services.




b
      It is now,
      and shall be during the Subcontract Term and the Termination Assistance Period,
      an equal opportunity employer complying with all such applicable
      Laws.




c
      It shall
      maintain the Equipment and Software for which it is responsible under this
      Subcontract so that they operate substantially in accordance with their
      applicable specifications, including: (i) maintaining Equipment in good
      operating condition, subject to normal wear and tear; (ii) undertaking repairs
      and preventive maintenance on such Equipment substantially in accordance with
      the applicable manufacturer’s recommendations; and (iii) performing Software
      maintenance substantially in accordance with the applicable Supplier’s
      documentation, recommendations and specifications, in accordance with the
      provisions of Section 8 above.




f
      It shall
      perform its responsibilities under this Subcontract in a manner that does not
      infringe, or constitute an infringement or misappropriation of, the copyright,
      trademark, trade secret or other proprietary rights of a third party; provided,
      however, that Supplier shall not have any obligation or liability under this
      clause (f) if and to the extent any such infringement or misappropriation is
      caused by: (i) modifications made by Customer, Buyer or IBM Third Party
      Contractors not specified or authorized (in each case, in writing) by Supplier
      or Supplier Agents; (ii) IBM/CIGNA’s combination of otherwise non-infringing
      Supplier’s work product or services with items not furnished or specified by
      Supplier or Supplier Agents in writing that by sole virtue of such combination,
      makes the work product, service or item infringing; (iii) a breach of this
      Subcontract by Buyer; (iv) failure of IBM/CIGNA to use Supplier-provided
      corrections or modifications that would remedy the non-infringement and that
      offer equivalent features and functionality; (v) third party Software not
      provided by Supplier, except to the extent that such infringement or
      misappropriation arises from the failure of Supplier to obtain the necessary
      third party Software licenses or Required Consents or to abide by the
      limitations of the applicable third party Software licenses; (vi) Equipment
      or
      Software or other resources provided to Supplier by IBM/CIGNA; or (vii) the
      distribution, operation or use of Software of Materials for the benefit of
      a
      third party outside of the other party’s enterprise.




g
      It has not
      violated applicable Laws or regulations or Buyer policies (of which Supplier
      has
      been given notice) regarding the offering of inducements in connection with
      this
      Subcontract. If Supplier does not comply with the foregoing, Buyer shall have
      the right to terminate this Subcontract for cause without affording Supplier
      an
      opportunity to cure.




h
      If any
      Equipment provided by Subcontractor, including those provided by any Affiliate
      or third party subcontractor to Subcontractor, directly or indirectly causes
      any
      damage or loss to any IBM system or results in the loss of any IBM Data,
      Subcontractor shall, at no additional charge to IBM, repair or replace affected
      IBM Equipment.




i
      It shall
      cooperate with Buyer and shall take commercially reasonable actions and
      precautions to prevent the introduction and proliferation of Malicious Code
      into
      the systems used to provide the Supplier Services or the IBM environment. If
      Malicious Code is found to have been introduced into the systems used by
      Supplier to provide the Supplier Services, Supplier shall at no additional
      charge eliminate the Malicious Code from such systems used by Supplier to
      provide the Supplier Services and, if the Malicious Code causes a loss of
      operational efficiency or loss of data, to assist Buyer to the same extent
      to
      mitigate and restore those losses with generally accepted data restoration
      techniques. Without the prior written consent of Buyer, Supplier represents,
      warrants and covenants that it shall not insert into any Software code that
      would have the effect of disabling or otherwise shutting down all or a portion
      of the Supplier Services, and with respect to disabling code that may be part
      of
      any Software, that it shall not invoke the disabling code at any
      time.




k
      It is duly
      authorized to enter into this Subcontract and to make the commitments set forth
      in this Subcontract.




l
      Its
      execution, delivery and performance of this Subcontract does not constitute
      a
      violation of any judgment, order, or decree; a material default under any
      material contract by which it or any of its material assets are bound; or an
      event that would, with notice or lapse of time, or both, constitute such a
      default.




m
      Supplier
      warrants that it will perform the Services using reasonable care and skill,
      and
      according to the agreed upon specifications. Buyer agrees that it must report
      any deficiencies of the Services to Supplier in writing within ninety (90)
      days
      of performance of the Services in order to receive the warranty remedy. In
      such
      case Supplier will re-perform the Services at no additional charge.




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




**37.0
      INDEMNIFICATION** ****




**37.1** **By
      Supplier** .
      Supplier shall indemnify, defend and hold harmless Buyer and CIGNA and their
      respective officers, directors, employees, agents, successors and assigns from
      any and all Losses and threatened Losses arising from or in connection with
      any
      of the following:




a.  Claims
      by Governmental Authorities for fines, penalties, financial sanctions or late
      charges arising from or in connection with Subcontractor’s (or Subcontractor
      Personnel’s) failure to comply with any laws solely to the extent
      Subcontractor’s failure to comply with laws constitutes a breach of
      Subcontractor’s services obligations under the Subcontract or a Statement of
      Work which services obligation was communicated to Subcontractor by IBM as
      a
      written requirement in order to enable IBM to comply with such laws;




b.  Supplier’s
      use or disclosure of information in breach of its confidentiality obligations
      set forth in this Subcontract;




c.  Supplier’s
      failure to obtain the Required Consents or comply with the terms of any third
      party consent or underlying agreement;




d.  any
      claim or action initiated by an Affiliate of Supplier or potential or actual
      agent of Supplier (including Supplier Personnel) asserting rights in connection
      with this Subcontract;




e.  any
      actual or alleged infringement or misappropriation of the trade secret,
      copyright or other proprietary rights, alleged to have occurred because of
      systems or other resources provided by or on behalf of Supplier or Supplier
      Personnel or based upon performance of the Service; provided, however, that
      Supplier shall not have any obligation or liability under this clause (h) if
      and
      to the extent any such infringement or misappropriation is caused by: (i)
      modifications made by Buyer, CIGNA, IBM Third Party Contractors or CIGNA Third
      Party Contractors not specified or authorized (in each case, in writing) by
      Supplier or Supplier Agents; (ii) Buyer’s or CIGNA’s combination of otherwise
      non-infringing Supplier’s work product or services with items not furnished or
      specified by Supplier or Supplier Agents in writing that by sole virtue of
      such
      combination, makes the work product, service or item infringing; (iii) a breach
      of this Subcontract by Buyer; (iv) failure of Buyer or CIGNA to use
      Supplier-provided corrections or modifications that would remedy the
      non-infringement and that offer equivalent features and functionality; (v)
      third
      party Software not provided by Supplier, except to the extent that such
      infringement or misappropriation arises from the failure of Supplier to obtain
      the necessary third party Software licenses or Required Consents or to abide
      by
      the limitations of the applicable third party Software licenses; or
      (vi) Equipment, or Software provided to Supplier by Buyer or CIGNA, neither
      of
      which has been authorized or approved by Buyer.




f.  any
      amounts assessed against any IBM Entity, including taxes, penalties and
      interest, assessed against any IBM Entity, that are the obligation of Supplier
      under this Subcontract;




g.  any
      claim relating to any violation by Supplier or Supplier Agents or their
      respective officers, directors, employees, representatives or agents, of any
      Law
      or any common law protecting persons or members of protected classes or
      categories, including laws or regulations prohibiting discrimination or
      harassment on the basis of a protected characteristic;




h.  any
      claim or action by, on behalf of, or related to, any prospective, then-current
      or former employees of Supplier or Supplier Agents arising out of hiring
      practices of Supplier or employment or termination of employment with Supplier,
      including any claim arising under occupational health and safety, worker’s
      compensation, ERISA or other applicable Law, except for claims arising out
      of
      misrepresentations made by Buyer to Hired Employees, if any, prior to their
      respective Hire Dates;




i.  any
      claim or action by, on behalf of, or related to, any prospective, then-current
      or former employees of Supplier or Supplier Agents based on a theory that Buyer
      is an employer or joint employer of any Supplier or Supplier Agent personnel;




j.  any
      claim or action by, on behalf of, or related to, any third party providing
      services to Buyer prior to the SOW Effective Date relating to actions of
      Supplier or Supplier Personnel, including the hiring by Supplier of the third
      party’s employees;




k.  damages
      for the death or bodily injury of an agent, employee, customer, business invitee
      or business visitor or other person caused by the tortious conduct of Supplier
      or Supplier Agents;




l.  damages
      for the damage, loss or destruction of real or tangible personal property caused
      by the tortious conduct of Supplier or Supplier Agents;




m.  any
      claim or action or other proceeding asserted against Buyer but resulting from
      an
      act or omission of Supplier or any Supplier Agent in its capacity as an employer
      of a person; and




***n.***  any
      claim in connection with the handling and processing of any and all immigration
      and employment-related issues and requirements arising in connection with the
      Supplier Personnel (whether located in the United States or
      elsewhere ).




**38.0
      CONFIDENTIALITY** ****




**38.1
      IBM or CIGNA Confidential Information** .
      Supplier shall: (a) use the same care and discretion to avoid disclosure,
      publication or dissemination of IBM or CIGNA Confidential Information as it
      uses
      with respect to its own similar information that it does not wish to disclose,
      publish or disseminate; and (b) use IBM or CIGNA Confidential Information solely
      to the extent required to fulfill its obligations or exercise its rights under
      this Subcontract. Supplier shall not disclose, publish, release, transfer or
      otherwise make available IBM or CIGNA Confidential Information in any form
      to,
      or for the use or benefit of, any person or entity without Buyer’s consent.
      Subject to Section 16.4, Supplier shall, however, be permitted to disclose
      relevant aspects of the IBM or CIGNA Confidential Information to its officers,
      directors, agents, professional advisors, Supplier Agents and employees, to
      the
      extent that such disclosure is not restricted under this Subcontract or any
      Governmental Approvals and only to the extent that such disclosure is reasonably
      necessary for the performance of its duties and obligations, or exercise of
      its
      rights, under this Subcontract; provided, however, that all such persons or
      entities have entered into an agreement containing terms consistent with the
      terms set forth in this Article and Supplier shall take all reasonable measures
      to ensure that IBM or CIGNA Confidential Information is not disclosed, published
      or disseminated in contravention of the provisions of this Subcontract by such
      officers, directors, agents, professional advisors, Supplier Agents and
      employees. The obligations in this Section shall not restrict any disclosure
      pursuant to any law (provided that Supplier shall give prompt notice to Buyer
      and the disclosing IBM Entity of such order).




**38.2
      Restricted Materials** .
      Subcontractor hereby acknowledges and agrees that the following items, whether
      in paper or electronic form, are IBM or CIGNA Confidential Information: all
      IBM
      or CIGNA financial, pricing, and costs of or relating to IBM or CIGNA or
      suppliers or customers of IBM, CIGNA and their Affiliates, all marketing and
      business plans and forecasts of IBM or CIGNA, any information related to
      consumer goods in development or discovery, IBM protocols, case report forms,
      data management plans, data listings, statistical analyses results, minutes,
      notes, or recollections of contents of meetings or strategy discussions relating
      to IBM’s or CIGNA’s business operations, personally identifiable information and
      policy and procedure manuals (excluding any pre-existing Subcontractor
      Confidential Information) (collectively, “Restricted Materials”). Subcontractor
      shall treat all Restricted Materials as strictly confidential and: (a) shall
      use
      the Restricted Materials only to the extent necessary to perform its obligations
      or exercise its rights under this Subcontract; (b) shall provide access to
      such
      Restricted Materials only to those Subcontractor Personnel who have a need
      to
      know in connection with Subcontractor’s performance of its obligations or
      exercise of its rights under this Subcontract; and (c) shall use the same care
      and discretion to avoid disclosure, publication or dissemination of Restricted
      Materials as it uses with respect to its own similar information that it does
      not wish to disclose, publish or disseminate. Other IBM or CIGNA Confidential
      Information not expressly listed in this Section may be considered Restricted
      Materials of IBM or CIGNA and should be treated as such by Subcontractor upon
      written notice from IBM.




**38.3
      Supplier Confidential Information** .
      Buyer shall: (a) use the same care and discretion to avoid disclosure,
      publication or dissemination of Supplier Confidential Information as it uses
      with respect to its own similar information that it does not wish to disclose,
      publish or disseminate; and (b) use Supplier Confidential Information solely
      to
      the extent required to fulfill its obligations or exercise its rights under
      this
      Subcontract. Buyer shall not disclose, publish, release, transfer or otherwise
      make available Supplier Confidential Information in any form to, or for the
      use
      or benefit of, any person or entity without Supplier’s consent. Buyer shall,
      however, be permitted to disclose relevant aspects of the Supplier Confidential
      Information to its officers, directors, agents, professional advisors,
      contractors, subcontractors and employees and to the officers, directors,
      agents, professional advisors, contractors, subcontractors and employees of
      the
      IBM Entities, to the extent that such disclosure is not restricted under this
      Subcontract or any Governmental Approvals and only to the extent that such
      disclosure is reasonably necessary for the performance of its duties and
      obligations, or exercise of its rights, under this Subcontract; provided,
      however, that Buyer shall take all reasonable measures to ensure that Supplier
      Confidential Information of Supplier is not disclosed, published or disseminated
      in contravention of the provisions of this Subcontract by such officers,
      directors, agents, professional advisors, contractors, subcontractors and
      employees. The obligations in this Section shall not restrict any disclosure
      pursuant to any Law (provided that the recipient shall give prompt notice to
      Supplier of such order).




**38.4
      Exceptions** .
      The obligations mentioned under Section 38.1, Section 38.2 and Section 38.3
      do
      not apply if, and to the extent that the receiving party is able to prove that:
      (a) it previously had such knowledge and information without obligation of
      confidentiality; (b) such knowledge and information was or becomes part of
      the
      public domain, publicly available or public knowledge through no fault of the
      receiving party; (c) it has received such knowledge and information from a
      third
      party, the disclosure to such third party without constituting a breach of
      the
      confidentiality undertaking hereunder; or (d) it independently developed such
      knowledge or information without use of or access to the disclosing party’s
      confidential information, as demonstrated by reasonable supporting
      evidence.




**38.5
      No Copies** .
      The receiving party (nor any person or entity to whom the receiving party has
      a
      right to disclose the Confidential Information of the disclosing Party under
      this Article 29) shall not make copies of Confidential Information, in whole
      or
      in part, obtained from the disclosing party, except as necessary to perform
      its
      obligations under this Subcontract.




**38.6
      Ownership of Confidential Information.** For
      the avoidance of doubt, all IBM or CIGNA Confidential Information (including
      Restricted Materials) is the property of Buyer or CIGNA, respectively. For
      the
      avoidance of doubt, all Supplier Confidential Information is the property of
      Supplier.




**38.7
      Confidential Agreement** .
      This Subcontract is a confidential agreement between Supplier and Buyer. In
      no
      event may this Subcontract be reproduced or copies shown to any third parties
      by
      either Buyer or Supplier without the prior written consent of the other Party,
      except as may be necessary by reason of legal, accounting or regulatory
      requirements of Supplier or Buyer, as the case may be, or to obtain legal,
      accounting or other advice in connection with this Subcontract, in which event
      Supplier and Buyer agree to exercise reasonable diligence in limiting such
      disclosure to the minimum necessary under the particular circumstances and
      cause
      anyone to whom such Party provides this Subcontract to keep it confidential
      in
      accordance with the provisions of this Subcontract. Neither Party is permitted
      to issue any press release, distribute any advertising, or make any public
      announcement concerning this Subcontract or its business relationship with
      the
      other Party without the other Party’s prior written consent. The obligations in
      this Section 38.7 shall not restrict any disclosure of required pursuant to
      any
      Law; provided that: (a) each Party shall give reasonable and prompt advance
      notice of such disclosure requirement to the other and give the other reasonable
      opportunity to object to and contest such disclosure; and (b) each Party shall
      use reasonable efforts to secure confidential treatment of any such information
      that is required to be disclosed.




**38.8
      Disclosure** .
      Notwithstanding the confidentiality, non-disclosure and proprietary rights
      provisions of this Subcontract, Supplier acknowledges and agrees that Buyer
      and
      Supplier has the right to file a copy of, and/or disclose, all or part of this
      Subcontract and related documents and information, including performance reports
      and fees and invoicing, as may be required or requested by its regulators and
      auditors.




**38.9
      Unauthorized Acts** .
      Without limiting the rights of the IBM Entities in respect of a breach of this
      Section 38, Supplier shall: (a) promptly notify Buyer of any unauthorized
      possession, use or knowledge, or attempt thereof, of the Buyer or CIGNA
      Confidential Information by any person or entity that may become known to
      Supplier; (b) promptly furnish to Buyer full details of the unauthorized
      possession, use or knowledge, or attempt thereof, and assist Buyer in
      investigating or preventing the recurrence of any unauthorized possession,
      use
      or knowledge, or attempt thereof, of IBM or CIGNA Confidential Information;
      (c)
      cooperate with Buyer in any litigation and investigation against third parties
      deemed necessary by Buyer to protect the proprietary rights of Buyer; and (d)
      promptly use its diligent and reasonable efforts to prevent a recurrence of
      any
      such unauthorized possession, use or knowledge, or attempt thereof, of IBM
      or
      CIGNA Confidential Information. Without limiting the rights of the Supplier in respect of a breach of this
      Section 38, Buyer shall: (a) promptly notify Supplier of any unauthorized
      possession, use or knowledge, or attempt thereof, of the Supplier Confidential
      Information by any person or entity that may become known to Buyer or CIGNA;
      (b)
      promptly furnish to Supplier full details of the unauthorized possession, use
      or
      knowledge, or attempt thereof, and assist Supplier in investigating or
      preventing the recurrence of any unauthorized possession, use or knowledge,
      or
      attempt thereof, of Supplier Confidential Information; (c) cooperate with
      Supplier in any litigation and investigation against third parties deemed
      necessary by Supplier to protect the proprietary rights of Supplier; and (d)
      promptly use its diligent and reasonable efforts to prevent a recurrence of
      any
      such unauthorized possession, use or knowledge, or attempt thereof, of Supplier
      Confidential Information.




**38.10
      Injunctive Relief** .
      Supplier acknowledges that, in the event of any breach of the provisions of
      this
      Section 38, Buyer may suffer damages that are not easily determinable, and
      shall
      be entitled to seek equitable relief, including an injunction or an order for
      specific performance, in addition to all other remedies available to Buyer
      at
      law or in equity. Buyer acknowledges that, in the event of any breach of the
      provisions of this Section 38, Supplier may suffer damages that are not easily
      determinable, and shall be entitled to seek equitable relief, including an
      injunction or an order for specific performance, in addition to all other
      remedies available to Supplier at law or in equity.




**38.11
      Shared Service Location** .
      If: (a) Supplier provides the Supplier Services to Buyer from a Shared
      Environment; and (b) any part of the business of Supplier or any such third
      party is now or is in the future competitive with Buyer’s or CIGNA’s business as
      specified through IBM’s or CIGNA’s Competitors, then Supplier shall develop a
      process, subject to Buyer’s approval, to restrict access in any such Shared
      Environment to IBM or CIGNA Confidential Information so that Supplier’s
      employees or Supplier Agents providing services to such IBM or CIGNA Competitors
      do not have access to IBM or CIGNA Confidential Information.




**38.12
      Attorney Client Privileged Documents** .
      Supplier recognizes that it may obtain access to client documents, data and
      databases created by and for Buyer or CIGNA and associated communications
      related thereto which are confidential attorney work product or subject to
      the
      attorney-client privilege. Supplier shall not reveal to any third parties any
      such data or information: (a) marked with the words “attorney-client privilege”
or “attorney work product” or words of similar import; or (b) designated by
      Buyer to Supplier as being subject to the attorney-client privilege or
      confidential attorney work product (such marked and designated data or
      information, collectively, “Privileged Work Product”). Supplier shall safeguard
      to prevent the unintentional disclosure of Privileged Work Product to third
      parties. The only Supplier Personnel who may have access to Privileged Work
      Product shall be those for whom such access is necessary for the purpose of
      providing Supplier Services to Buyer as provided in this Subcontract. Supplier
      recognizes that Privileged Work Product has been prepared in anticipation of
      litigation and that Supplier is performing the Supplier Services in respect
      of
      the Privileged Work Product as an agent of Buyer, and that all matters related
      thereto and protected from disclosure by Rule 26 of the United States Federal
      Rules of Civil Procedure (or any similar law in other local jurisdictions).
      Should Supplier ever be notified of any judicial or other proceeding seeking
      to
      obtain access to Privileged Work Product, Supplier shall: (i) immediately notify
      Buyer; (ii) take such reasonable actions at Buyer’s expense as may be specified
      by Buyer to resist providing such access; and (iii) if such access cannot be
      resisted, then only permit access to the extent required by law.




**38.13
      Review** .
      Buyer reserves the right to review Supplier’s policies and procedures used to
      maintain the security and confidentiality of Personal Information, including
      auditing Supplier concerning such policies and procedures. The provisions of
      this Section, are in addition to, and shall not be construed to limit any other
      confidentiality obligations under this Subcontract. Any exclusion from the
      definition of IBM or CIGNA Confidential Information contained in this
      Subcontract shall not apply to Personal Information.




**38.14
      Survival** .
      The Parties’ obligations of non-disclosure and confidentiality shall survive the
      expiration or termination of this Subcontract for a period of seven
      years.




**39.0
      IBM DATA** ****




**39.1
      Ownership of IBM or CIGNA Data** .
      All IBM or CIGNA Data is, or shall be, and shall remain the property of IBM
      or
      CIGNA (as appropriate), as the case may be, and shall be deemed IBM or CIGNA
      Confidential Information. Without IBM’s approval (in its sole discretion), IBM
      or CIGNA Data shall not be: (a) used by Supplier other than is necessary for
      Supplier’s performance under this Subcontract and solely in connection with
      providing the Supplier Services and the performance of Supplier’s obligations
      under this Subcontract; (b) disclosed, sold, assigned, leased or otherwise
      disposed of or provided to third parties by Supplier except as directed by
      Buyer; or (c) commercially exploited by or on behalf of Supplier. Supplier
      shall
      not possess or assert liens or other rights in or to IBM Data.




**39.2
      IBM Access to IBM Data** .
      Buyer shall have unrestricted access (subject to Supplier’s reasonable security
      precautions) to, and the right to review and retain the entirety of, all
      computer or other files containing IBM or CIGNA Data in the possession or under
      the control of Supplier or Supplier Agents. At no time shall any of such files
      or other materials or information be stored or held in a form or manner not
      reasonably accessible to Buyer. Except as specifically set forth in this
      Subcontract, Supplier shall have no implied right to access any data files,
      directories of files, or other IBM or CIGNA Confidential Information and shall
      access and/or use such files and IBM or CIGNA Confidential Information only
      as
      and to the extent necessary to perform the Supplier Services that are the
      subject of this Subcontract or the Statements of Work. Upon the request of
      IBM,
      Subcontractor shall confirm that, to the best of its knowledge, all files and
      other information provided to IBM or its designee are complete and that no
      material element, amount, or other fraction of such files containing IBM or
      CIGNA Data or other information that constitutes IBM or CIGNA Data to which
      IBM
      may request access or review has been deleted, withheld, disguised or encoded
      in
      a manner inconsistent with the purpose and intent of providing full and complete
      access to IBM or CIGNA Data to IBM or its designee as contemplated by this
      Subcontract.




**39.5
      Return of Data** .
      Upon request by Buyer at any time during the Subcontract Term and upon the
      cessation of a Service or expiration or termination of this Subcontract (or
      at
      the end of the Termination Assistance Period if directed by Buyer), Supplier
      shall: (a) promptly return to Buyer, in the format and on the media requested
      by
      Buyer, all or any part of the IBM or CIGNA Data; and (b) erase or destroy all
      or
      any part of the IBM or CIGNA Data in Supplier’s possession, in each case to the
      extent so requested by Buyer. Any archival tapes containing IBM or CIGNA Data
      shall be used by Supplier solely for back-up purposes.




**39.6
      Data Safeguards.**




a
      Supplier shall establish and maintain safeguards against the destruction, loss,
      or alteration of IBM or CIGNA Data in the possession of Supplier in accordance
      with **Exhibit
      4-C.**




b
      Supplier shall implement a data security plan designed to impose security on
      all
      parts of Supplier’s organization that are exposed to, or have access to, Buyer
      or to IBM or CIGNA Data. Such plan shall at a minimum be as protective as
      required by this Subcontract, including **Exhibit
      4-C** hereto.
      In addition, Supplier shall at all times comply with all statutory and
      regulatory requirements.




c
      Supplier shall maintain the security procedures that are required by this
      Subcontract, including **Exhibit
      4-C** hereto.




**40.0
      PROPRIETARY** **RIGHTS**




**Definitions.**




The
      following definitions shall apply to the defined terms used in this Section
      40.




“IBM
      Intellectual Property” means Intellectual Property of IBM existing as of the
      commencement of this service engagement or subsequently developed by IBM or
      its
      subcontractors other than Supplier outside the scope of this SOW.




“Intellectual
      Property” means all present and future right title and interest whatsoever
      whether legal or beneficial anywhere in the world in any copyright and in any
      registered designs, unregistered design rights, trade marks (whether or not
      registered), goodwill, rights or protections equivalent or similar to copyright
      (including all moral rights), topography rights, patents, petty patents, utility
      models, database rights, data, know-how, trade secrets, research and development
      information, preparatory designs, design standards specifications, computer
      software (including all source code object code in relation thereto)
      calculations, formulae, confidential information, designations and rights under
      any international convention for protection of any of the foregoing and any
      licenses applications or consents (respectively) granted applied for or given
      in
      respect of any of the foregoing.




“Supplier
      Intellectual Property” means Intellectual Property of Supplier existing as of
      the commencement of this service engagement or subsequently developed by
      Supplier outside the scope of this SOW.




“Supplier
      Software” means all commercially licensed Supplier proprietary Software programs
      licensed to Customer under the Order Form and End-User Agreement.




**40.1
      Limited License Grant to IBM Technology** .
      Buyer
      hereby grants to Supplier (and, to the extent necessary for Supplier to provide
      the Supplier Services, to Supplier Agents designated by Supplier that sign
      a
      written agreement with Supplier with terms consistent with the applicable terms
      contained herein) a world-wide, non-exclusive, non-transferable, limited,
      license during the Subcontract Term to Use the IBM proprietary Software programs
      (including any CIGNA proprietary Software programs that CIGNA has licensed
      to
      Buyer) and related documentation that is identified as such in the applicable
      Subcontract that may be delivered by Buyer to Supplier in connection with
      Supplier’s performance of the Supplier Services (the “Licensed IBM Technology”),
      such Use to be made solely in connection with Supplier’s performance of the
      Supplier Services in accordance with the provisions of this
      Subcontract.




**40.2
      Conditions on Supplier License Rights to IBM Technology** .




q
      Except for the license rights in and to the Licensed IBM Technology granted
      under Section 40.1, no license or other right in or to any of the Licensed
      IBM
      Technology is granted by implication, estoppel or otherwise by Buyer to
      Supplier. Buyer shall own, and Supplier hereby perpetually assigns to Buyer
      all
      right, title and interest in and to the Licensed IBM Technology, including
      all
      right, title and interest in and to any modifications, enhancements or
      derivative works of or based on the Licensed IBM Technology (except as set
      forth
      in Section 40.5).




r
      Except as expressly provided in Section 40.1 with respect to Supplier Agents,
      Supplier may not sublicense, assign, lease or otherwise transfer, distribute
      or
      exploit any of the Licensed IBM Technology or any of the license rights granted
      to it under Section 40.1, to any Affiliate of Supplier or to any third party,
      whether directly, indirectly or by operation of law, including by merger, stock
      transfer, or otherwise.




s
      Supplier shall not reverse engineer, decompile, disassemble, modify or enhance
      any of the Licensed IBM Technology or any part thereof or otherwise attempt
      to
      create any derivative works of any of the Licensed IBM Technology or any part
      thereof except as required in connection with Supplier’ s performance of the
      Supplier Services.




t
      Supplier shall adhere to all of the operational and security rules, procedures
      and guidelines that are instituted from time to time by Buyer and communicated
      to Supplier on a timely basis in connection with the exercise by Supplier of
      its
      right to access remotely certain of the Licensed IBM Technology.




u
      All Licensed IBM Technology constitutes IBM or CIGNA Confidential Information
      and valuable trade secrets of Buyer. As such, Supplier shall keep all Licensed
      IBM Technology confidential in accordance with the provisions of Section
      38.




v
      Supplier’s license rights in and to the Licensed IBM Technology shall terminate
      automatically upon the cessation of a Service or expiration or earlier
      termination of the Subcontract Term. Promptly after the cessation of a Service
      or expiration or earlier termination of the Subcontract Term (or partial
      termination to the extent the Licensed IBM Technology, or parts thereof, are
      no
      longer required to perform the Supplier Services), or as otherwise requested
      by
      Buyer, Supplier shall deliver to Buyer or destroy any and all devices, records,
      data, computer disks and tapes, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, materials,
      Equipment, other documents or tangible property of any type comprising or
      containing any Licensed IBM Technology and any and all copies and reproductions
      of any of the aforementioned items in the possession or control of Supplier.
      An
      Executive of Supplier shall provide Buyer with written certification that all
      devices, records, data, computer disks and tapes, notes, reports, proposals,
      lists, correspondence, specifications, drawings, blueprints, sketches,
      materials, Equipment, other documents or tangible property of any type
      comprising or containing any Licensed IBM Technology and any and all copies
      and
      reproductions thereof have been destroyed or deleted from Supplier’s, Supplier’s
      employees’, subcontractors, and Supplier’s Agents’ electronic storage
      devices.




**40.3
      IBM Intellectual Property** .
      All worldwide right, title and interest in and to all IBM Intellectual Property,
      together with any and all intellectual property rights inherent in any of the
      IBM Intellectual Property and appurtenant thereto including all patent rights,
      copyrights, trademarks, know-how and trade secrets, shall belong exclusively
      to
      Buyer perpetually.




**40.4
      Supplier Intellectual Property** .




a
      All worldwide right, title and interest in and to all Supplier Intellectual
      Property, together with any and all intellectual property rights inherent in
      any
      of the Supplier Intellectual Property and appurtenant thereto including all
      patent rights, copyrights, trademarks, know-how and trade secrets, shall belong
      exclusively to Supplier perpetually.




b.
      Supplier hereby grants to Customer a worldwide, perpetual, irrevocable, fully
      paid-up, nonexclusive, unlimited license to Use and sublicense, and to permit
      third parties to Use, the Supplier Intellectual Property (exclusive of Supplier
      Software) that is incorporated or embedded in any Customer New Intellectual
      Property for so long as such Supplier Intellectual Property remains embedded
      or
      incorporated in such Customer New Intellectual Property and is not separately
      commercially exploited by Customer. If any software (exclusive of Supplier
      Software) is included in the Supplier Intellectual Property, then such software
      shall be licensed to Customer as set forth in this Section 40.4(c) in both
      object code and source code format. The rights and licenses granted in this
      Section 40.4(c) are to all Customer Entities, both current and future, and
      to
      the extent part of such operations are sold or divested, such rights and
      licenses shall extend to such sold or divested part or entity. Upon Customer’s
      request, Subcontractor shall deliver to Customer a copy of the Subcontractor
      Intellectual Property (exclusive of Supplier Software) in object code and source
      code format. Source code to Supplier Intellectual Property constitutes
      Subcontractor Confidential Information and valuable trade secrets of Supplier.
      As such, Customer shall keep all such source code confidential in accordance
      with the provisions of Article 38.




c.
      Notwithstanding the provisions of paragraph b of this Section 40.4 above, any
      Subcontractor Intellectual Property that is sold or licensed on a commercial
      basis by Subcontractor (including without limitation the Supplier Software)
      shall not be licensed to Buyer or Customer except under the terms of a separate
      license agreement (which may or may not include a license to source code).
      For
      the sake of clarification, Supplier has licensed Supplier Software to the
      Customer under the terms and conditions of the Order Form and End-User
      Agreement. No Supplier Software has been licensed to Buyer.




**40.5
      New Intellectual Property** .




**a.
      IBM New Intellectual Property** .
      Buyer owns, and Supplier hereby perpetually assigns to Buyer, all rights, title
      and interests in all modifications and enhancements to, and derivatives of,
      IBM
      Intellectual Property (collectively, “IBM New Intellectual
      Property”).




**b.
      Supplier New Intellectual Property** .
      Supplier shall own all modifications and enhancements to, and derivatives of,
      Supplier Intellectual Property (exclusive of Supplier Software) that are
      developed by Supplier during the provision of any Supplier Services
      (collectively, “Supplier New Intellectual Property”). Supplier hereby grants to
      Customer an unlimited, worldwide, fully paid-up license to Use (and allow
      Customer’s agents and third parties to Use) any Supplier New Intellectual
      Property, subject to Buyer’s ownership of IBM Data and IBM or CIGNA Confidential
      Information contained therein. Supplier shall own all modifications and
      enhancements to, and derivatives of, Supplier Software that are developed by
      Supplier during the provision of any Supplier Services. Supplier hereby grants to Customer a license to Use the New Supplier Software
      to
      the same extent as the Customer is permitted to Use the Supplier Software under
      the terms and conditions of the End-User Agreement.




**c.
      Customer New Intellectual Property** .
      Unless expressly stated otherwise in Subcontract and except for modifications
      and enhancements to, and derivatives of, IBM Intellectual Property, Supplier
      Intellectual Property or Supplier Software, Customer owns, and Supplier 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, including any Deliverables (including related
      documentation necessary to use and support the Deliverables and work product
      embedded in the Deliverables) whether developed or provided in connection with
      Subcontract (collectively, “Customer New Intellectual Property”).




**40.6
      Deliverables** .




Supplier
      shall not introduce any third party-owned or licensed components in Deliverables
      without obtaining Customer’s prior written approval in each instance. To the
      extent Customer approves of such introduction, prior to such introduction
      Supplier shall obtain the right to grant Customer, without additional charge,
      a
      perpetual, irrevocable, fully-paid up, non-exclusive license to Use such third
      party components as part of the Deliverables, and to sublicense such rights
      to
      other entities for the purpose of providing services similar to the Supplier
      Services to Customer. To the extent Supplier is unable to obtain the rights
      described in this Section 40.6, Supplier shall notify Customer in writing of
      its
      inability to grant Customer such a license and of the cost and viability of
      other components that can perform the requisite functions and with respect
      to
      which Supplier has the ability to grant such a license. This notice shall
      contain the third party Supplier’s proposed terms and conditions, if any, for
      making the components available to Customer after expiration, upon any partial
      or whole termination of this Subcontract, or upon cessation of Supplier
      Services. Supplier may introduce such components in Deliverables only with
      Customer’s prior written approval.




All
      reports, processes, methodologies, deliverables, plans, information, materials,
      data, drawings, inventions, suggestions, computer Software, renditions,
      mock-ups, prototypes or other works provided by Subcontractor as a deliverable
      or otherwise under this Subcontract that do not constitute Deliverables shall
      be
      licensed by Subcontractor to Customer in accordance with Section 40.4.




**40.8
      Pre-Existing IP** .
      Subcontractor must identify and obtain Buyer’s prior written approval for the
      use of any pre-existing Subcontractor Intellectual Property that shall be
      embedded in IBM New Intellectual Property or Customer New Intellectual Property
      prior to the development of any such IBM New Intellectual Property or Customer
      Intellectual Property.




**40.9
      Enforceability** .




a.  During
      the Subcontract Term and any time thereafter, Supplier shall assist Buyer or
      its
      designee, at Buyer’s expense, in every reasonable way to secure all of Buyer’s
      worldwide perpetual ownership rights, title and interest in IBM Intellectual
      Property and IBM New Intellectual Property (and all licenses to Supplier
      Intellectual Property granted to pursuant to this Article 40) in any and all
      countries, including the disclosure to Buyer of all pertinent information and
      data with respect thereto, the execution of all applications, registrations,
      filings, specifications, oaths, assignments and all other instruments which
      Buyer shall deem necessary or appropriate to: (a) apply for and obtain such
      rights, title and interest and to assign and convey to Buyer, its successors,
      assigns and nominees the sole and exclusive rights, title and interests
      worldwide perpetually in and to the IBM Intellectual Property and IBM New
      Intellectual Property; and (b) obtain such license rights as set forth in this
      Article 40 in and to Supplier Intellectual Property. Supplier further agrees
      that its obligation to execute or cause to be executed any such instrument
      or
      papers shall continue after the cessation of a Service or expiration or
      termination of the Subcontract Term. If testimony or information relative to
      any
      of said matters or related to any interference or litigation is requested by
      Buyer either during the Subcontract Term or following its expiration or
      termination or the cessation of a Service, Supplier agrees to give all
      information and testimony and do all things reasonably requested that Supplier
      may lawfully do, at Buyer’s sole expense. Without limiting the foregoing,
      Supplier, at Buyer’s request, agrees to execute such assignments and
      confirmations of: (i) assignment of all rights, title and interests in and
      to
      the IBM Intellectual Property and the IBM New Intellectual Property; and (ii)
      license rights as set forth in this Article 40 in and to Supplier Intellectual
      Property, each of (i) and (ii) in form acceptable to Buyer. If Buyer is unable
      because of Supplier’ s unavailability, refusal, dissolution or for any other
      reason to secure a signature by or on behalf of Supplier to apply for or to
      pursue any application, registration, filing or other instrument for any United
      States, Indian or foreign intellectual property rights covering the IBM
      Intellectual Property and the IBM New Intellectual Property, then Supplier
      hereby irrevocably designates and appoints Buyer and its duly authorized
      officers and agents as Supplier’s agent and attorney in fact, to act for and on
      Supplier’ s behalf and stead to execute and file any such application,
      registration, filing or other instrument, and to do all other lawfully permitted
      acts to further the prosecution and issuance of such intellectual property
      rights, with the same legal force and effect as if executed by
      Supplier.




b.  During
      the Subcontract Term and any time thereafter, Supplier shall assist Customer
      or
      its designee, at Customer’s expense, in every reasonable way to secure all of
      Buyer’s worldwide perpetual ownership rights, title and interest in Customer New
      Intellectual Property (and all licenses to Supplier New Intellectual Property
      granted to pursuant to this Article 40) in any and all countries, including
      the
      disclosure to Customer of all pertinent information and data with respect
      thereto, the execution of all applications, registrations, filings,
      specifications, oaths, assignments and all other instruments which Customer
      shall deem necessary or appropriate to: (a) apply for and obtain such rights,
      title and interest and to assign and convey to Buyer, its successors, assigns
      and nominees the sole and exclusive rights, title and interests worldwide
      perpetually in and to the Customer New Intellectual Property; and (b) obtain
      such license rights as set forth in this Article 40 in and to Supplier New
      Intellectual Property. Supplier further agrees that its obligation to execute
      or
      cause to be executed any such instrument or papers shall continue after the
      cessation of a Service or expiration or termination of the Subcontract Term.
      If
      testimony or information relative to any of said matters or related to any
      interference or litigation is requested by Customer either during the
      Subcontract Term or following its expiration or termination or the cessation
      of
      a Service, Supplier agrees to give all information and testimony and do all
      things reasonably requested that Supplier may lawfully do, at Customer’s sole
      expense. Without limiting the foregoing, Supplier, at Buyer’s request, agrees to
      execute such assignments and confirmations of: (i) assignment of all rights,
      title and interests in and to the Customer New Intellectual Property; and (ii)
      license rights as set forth in this Article 40 in and to Supplier New
      Intellectual Property, each of (i) and (ii) in form acceptable to Buyer. If
      Buyer is unable because of Supplier’ s unavailability, refusal, dissolution or
      for any other reason to secure a signature by or on behalf of Supplier to apply
      for or to pursue any application, registration, filing or other instrument
      for
      any United States, Indian or foreign intellectual property rights covering
      the
      Customer New Intellectual Property, then Supplier hereby irrevocably designates
      and appoints Customer and its duly authorized officers and agents as Supplier’s
      agent and attorney in fact, to act for and on Supplier’ s behalf and stead to
      execute and file any such application, registration, filing or other instrument,
      and to do all other lawfully permitted acts to further the prosecution and
      issuance of such intellectual property rights, with the same legal force and
      effect as if executed by Supplier.




**40.10
      General Intellectual Property Provisions** .




aa
      Copyright Legends. The Parties agree to reproduce copyright legends which appear
      on any portion of the Intellectual Property which may be owned by third
      parties.




bb
      No Implied Licenses. Except as expressly specified in this Subcontract, nothing
      in this Subcontract shall be deemed to grant to one Party, by implication,
      estoppel or otherwise, license rights, ownership rights or any other
      intellectual property rights in any Intellectual Property owned by the other
      Party or any Affiliate of the other Party.




cc
      Residuals. Nothing in this Subcontract shall: (i) restrict either Party from
      using ideas, concepts or know-how relating to the Supplier Services that are
      retained in the memories of such Party’s employees or representatives after
      performing the obligations of such Party under this Subcontract; or (ii)
      preclude or limit Supplier from providing services and/or developing Software
      or
      materials for itself or other clients, irrespective of the possible similarity
      of such materials that might be delivered to Buyer under this Subcontract,
      except to the extent that the exercise of any of the foregoing infringes upon
      a
      patent or trademark of a Party or its Affiliates. Except as described above,
      this Section 40.10 shall not be deemed to limit either Party’s obligations under
      this Subcontract with respect to the disclosure or use of Confidential
      Information.




**43.0
      Insurance.**




43.1
      Supplier shall, and shall cause Supplier Agents to, throughout the Term and
      the
      Termination Assistance Period, maintain in full force and effect from a third
      party that is rated “A” or “A-” in Best’s Insurance Guide, or otherwise
      acceptable to Buyer, the following insurance coverage for its worldwide
      operations:




tt
      Supplier agrees to maintain a policy of workers’ compensation insurance (as
      required by the applicable state statute) on its employees. Such policy shall
      provide statutory limits and contain Employer’s Liability coverage in an amount
      not less than $5,000,000 per occurrence. To the extent reasonably obtainable,
      Supplier agrees to have its workers’ compensation insurance policy amended to
      waive the insurors rights of subrogation against Buyer for recovery of claims
      paid under Supplier’s policy.




uu
      Automobile liability covering all vehicles owned, non-owned, hired and leased
      in
      an amount not less than $1,000,000.00 per claim (combined single limit for
      bodily injury and property damage).




vv
      Commercial general liability insuring against bodily injury, property damage,
      contractors’ completed operations and contractual liability (covering Supplier’s
      indemnification obligations contained herein) with a combined single limit
      of
      not less than $5,000,000.00 per claim.




ww
      Professional liability and errors and omissions insurance in an amount not
      less
      than $5,000,000.00 per claim and in the aggregate.




xx
      Umbrella coverage (including commercial general liability coverage) of not
      less
      than $20,000,000.00 over the coverages shown above.




yy
      Fidelity coverage in the amount of $5,000,000.00 to cover fraudulent or
      dishonest acts by an employee of Supplier. Buyer shall be named as a loss payee in respect to the Services performed for
      Buyer.




**43.2
      Inspection** .
      Supplier shall allow Buyer or CIGNA or their representatives or property
      insurance company representatives, at any time with reasonable advance notice,
      to inspect, test or examine fire protection and security Equipment, systems
      and
      procedures at the IBM or CIGNA Service Location.




**43.3
      Certificates** .
      Supplier shall furnish Buyer with certificates of insurance evidencing the
      above
      coverages and endeavoring to notify Buyer 30 days in advance in writing of
      cancellation. Such certificates or policies shall be in a form and underwritten
      by a carrier and/or placed through a broker satisfactory to Buyer. Except for
      the Workers’ Compensation, Professional Liability and Employer’s Liability
      policies, all policies of insurance shall name Buyer as an additional insured
      where allowed by local country law. Each policy shall contain a provision that
      no act or omission of Supplier shall affect or limit the obligation of the
      insurer to pay Buyer the amount of any loss sustained. Insurance carried on
      a
      claims made basis shall be carried for a 60 day after the Term and the
      Termination Assistance Period to cover all claims.




**43.4
      Use of Proceeds** .
      Proceeds received by Supplier from any claims under the insurance policy
      referenced in this Article shall be used to rapidly affect necessary repairs
      or
      replacement or to reimburse the affected CIGNA Entities.




**43.5
      Waiver of Subrogation** .
      The insurance coverages under this Section 43 with respect to premises liability
      and only for liability arising out of Supplier’s negligence on such premises,
      shall be primary, and non-contributing with respect to any other insurance
      or
      self insurance which may be maintained by Buyer.




**43.6
      Risk of Loss** .
      Supplier shall be responsible for risk of loss of, and damage to, Equipment,
      Software or other materials in its possession or under its control , except
      to
      the extent such loss or damage is caused by Buyer or CIGNA.




**Section
      44.0 Further Assurances.**




44.1
      Each party agrees to execute documents and provide such information and
      cooperation as reasonably requested by a party to effectuate the grant of rights
      hereunder including any documents, information or cooperation reasonably
      necessary to effectuate the intent of the parties herein.













**ACCEPTED
                AND AGREED TO:**
            
            **ACCEPTED
                AND AGREED TO:****IBM**
            
            **Chordiant
                Software, Inc.**By:
                /s/ Dan Reinhard
            
            By:
                /s/ Kelly HicksBuyer
                Signature Date
              September
                28, 2006
            
            Supplier
                Signature Date September 28, 2006**Dan
                Reinhard**
            
            Kelly
                HicksPrinted
                Name
            
            Printed
                NameProcurement
                Solutions Advisor/ Client Services Procurement
            
            VP,
                Worldwide Sales OperationsTitle
                & Organization
            
            Title
                & OrganizationBuyer
                Address:
              2455
                South Road
              Poughkeepsie,
                NY 12601
            
            Supplier
                Address:
              20400
                Stevens Creek Blvd.
              Cupertino,
                CA 95014
              USA




















**EXHIBIT
      1** - Service
      Level Agreement







**1.**  **INTRODUCTION**




The
      Service Level Agreements defined in this schedule are associated with the
      steady-state management of the Call Center Application.




1.1  The
      Service Levels set forth herein shall be effective upon production
      implementation of the application.




1.2  The
      primary objective of Chordiant Product Support is to assist IBM in maintaining
      and/or regaining an operational state by commercially reasonable efforts. The
      secondary objective of Product Support is to provide in due course the
      correction of any underlying Errors.




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.





**Product
      Support will include the following:**





**(a)
      Problem Prevention**


|1. | Notification
              of availability of generally available 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 will endeavor to provide an initial response acknowledging Errors
      reported by Customer in accordance with the priority levels and response times
      set out in Schedule A. Chordiant will 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,
              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.
      IBM Responsibilities**





IBM
      agrees to:


(i)
      Provide Chordiant with remote access to the 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 IBM 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 Supported
      Environment voids all Resolutions within the timeframe set forth below unless
      agreed to by Chordiant in writing.





IBM
      agrees to designate two (2) appropriately qualified and trained personnel to
      be
      the Designated Contacts, and only those individuals shall request Support
      services. IBM agrees endeavor to adequately train and obtain “Chordiant
      certification” for, and forward to Chordiant the names and contact details of
      the Designated Support Contacts. IBM shall provide Chordiant with access to
      IBM’s personnel and its equipment during Support Hours. This access must include
      the ability to dial-in from Chordiant facilities to the equipment on which
      the
      Supported Programs are operating and to obtain the same access to the equipment
      as those of IBM’s employees having the highest privilege or clearance level.





IBM
      agrees to maintain procedures to facilitate reconstruction of any lost or
      altered files, data or programs and IBM agrees that Chordiant will not be
      responsible under any circumstances for any consequences arising from lost
      or
      corrupted data, files or programs. IBM is solely responsible for carrying out
      all necessary backup procedures for its own benefit, to ensure that data
      integrity can be maintained in the event of loss of data for any reason and
      that
      Customer programs can be restored.





IBM
      agrees to notify Chordiant Product Support promptly of any malfunction of the
      Supported Software.





IBM
      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.





IBM
      agrees to install the Current Release as soon as reasonably practicable, or
      as
      stated in the CIGNA SLSA which requires IBM to stay current to N-2. If CIGNA
      requires IBM to not maintain N-2 IBM will work with Chordiant to purchase
      extended maintenance support and assess the impact to the SLA below in
      accordance with the change control process.







**Problem
      Management Requirements**




**Severity
                Level**
            **Response**
            **Escalation
                & Communication**
            **Resolution****Severity
                1**
            [*]mins
            [*]hr
                during Business Hours
              [*]hrs
                off-hours
            [*]hours[*]%
                of the time
              
              IBM
                must provide 24x7 contact information.**Severity
                2**
            [*]Business
                Hour
            [*]hrs
                during Business Hours
              [*]hrs
                off-hours
            [*]hours[*]%
                of the time**Severity
                3**
            [*]business
                hrs
            [*]business
                day
            [*]days[*]%
                of the timeMeasurement
                Process
            See
                Text BelowMeasurement
                Calculation
            See
                Text BelowMeasurement
                Frequency
            -Daily
              -Weekly
              Monthly
                (current + 12 month rolling)Service
                Level Weighting
            TBD%
                for each severity category and response/escalation/resolution criteriaMeasurement
                Period Start Date
            Two
                weeks after the Implementation DateService
                Level Effective Date
            The
                first day of the month following 30 days of
                measurement.Continuous
                Improvement Applies
            NoScope
                of Requirements
            These
                Program Management Requirements apply only to Chordiant Foundation
                as
                originally delivered (including subsequently delivered Updates).
                These
                Requirements shall not apply to any customizations, modifications
                or
                derivative works of Chordiant
                Foundation.





|**4.** | Supplier
              will name an SLA Manager as initial contact person responsible for
              assisting IBM with meeting Problem Management SLA’s during 8:30 AM to 5:30
              PM Eastern Time on Business Days. SLA Manager will provide 7 x 24 coverage
              model and contact/name and numbers.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Once
              IBM identifies Chordiant Foundation as the cause of an outage, IBM
              will
              notify SLA Manager who will provide Supplier staff to resolve product
              issues based on the following:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|a. | Severity
              1: Supplier provides staff to resolve problem on 7X24 basis until
              resolution or IBM agrees problem is not caused by Supplier product.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Severity
              2 and 3: Supplier provides staff to resolve problem on 5 X 8 basis
              until
              resolution or IBM agrees problem is not caused by Supplier product.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | If
              Supplier causes IBM to miss a CIGNA Service Level which causes IBM to pay
              a Service Level Credit, Supplier will refund IBM the percentage of
              the
              Annual Maintenance Charge set forth below during the following fiscal
              quarter:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|a. | Supplier’s
              monthly amount at risk is[*]%
              of the Annual Maintenance Charges paid by
              IBM
|-- | --------------------------------------------------------------------------------------------------------------------------------



|b. | Supplier’s
              penalty exposure will be limited to no more than one occurrence per
              month.
|-- | -----------------------------------------------------------------------------------------------------------------



|c. | IBM
              will have no more then one month from the end of the fiscal quarter
              of a
              missed CIGNA Service Level to request that Supplier refund a percentage
              of
              the Annual Maintenance Charge.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






|7. | **Root
              Cause Analysis.**The Root Cause Analysis shall be completed for all Severity 1 issues
              and
              for other severity levels upon IBM’s request. If Supplier product is
              identified as a contributor to a Severity 1 issue, Supplier SLA Manager
              will participate in the Root Cause Analysis and assist IBM with
              documenting the following:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|§ | What
              happened?
|- | ----------------------------

|§ | Why
              did it happen?
|- | --------------------------------

|§ | What
              was done to correct the problem?
|- | ---------------------------------------------------

|§ | What
              was the business impact?
|- | -------------------------------------------

|§ | What's
              being done to prevent recurrence?
|- | ------------------------------------------------------




Supplier
      shall make commercially reasonable efforts to determine the exact root cause
      for
      all Severity 1 issues. The root cause analysis shall be completed and available
      to CIGNA within 5 business days after completion of a workaround or fix.





Supplier
      shall perform a post evaluation for all Severity 1 issues. The post evaluation
      shall determine if preventative measures can be enacted to avoid the outage
      in
      the future. The post evaluation shall contain a detailed description of the
      scope and scale of work, the estimated costs and estimated timeframe for
      implementing the preventive measures.





|8. | **DEFINITIONS**
|-- | ---------------



|a. | “Availability”:
              The aggregate number of hours in any month during which each defined
              and
              supported system to be measured for the Service Level is actually
              available, excluding Scheduled Hours of Operational
              Downtime.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | “Business
              Days”:
              means Monday through Friday, excluding CIGNA designated holidays during
              which time the Call Centers are not in
              operation.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | “Business
              Hours”:
              shall mean (whether capitalized or not) the hours of operation as defined
              on Eastern Time.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | “CCA
              Application”:
              is defined as the desktop plus the call center interaction history
              plus
              Chordiant Foundation.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | Normal
              System Hours of Operation”
              shall mean 24 x 7 (excluding Scheduled Maintenance and other mutually
              agreed periods).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | “Prime
              Shift”:
              shall mean 06:00 to 22:00 Eastern Time on Business
              Days.
|-- | -----------------------------------------------------------------------------------------------------------------



|g. | “Reporting
              Prime Shift”
              shall mean 07:00 to 22:00 Eastern Time on Business
              Days.
|-- | --------------------------------------------------------------------------------------------------------------------------



|h. | “Problem
              Resolution Hours of operation”:
              Unless specifically stated, Vendor shall work to resolve reported or
              identified problems on the following work schedule:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|i. | Severity
              1: 7x24
|-- | ------------------------------



|ii. | Severity
              2, 3, 4: Monday through Friday, 7:00 AM to 6:00 PM local time excluding
              CIGNA holidays, except in cases of Network Data where the operations
              is to
              be staffed 24x7
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|iii. | Service
              Requests: Monday through Friday, 8:00 AM to 5:00 PM local time excluding
              CIGNA holidays
|---- | ---------------------------------------------------------------------------------------------------------------------------



|i. | “Resolve
              or Resolution”:
              To correct an Incident or Problem for which Supplier is responsible
              with
              either a permanent solution or an interim work around solution. Supplier
              may, with IBM’s approval, defer the implementation of a Resolution to a
              mutually agreed time (e.g. implementation of a new software fix or
              release) beyond the Service Level
              Agreement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|j. | Severity
              Definitions
|-- | ----------------------------------



Severity
                Level
            Definition**Severity
                1**(Highest
                Impact)
              
              Service
                impacts to an**ENTIRE******facility,
                business unit, or system
            •
                A critical system service or critical path process, or an**entire**network
                or application is disrupted and is impacting the business.
              •
                Timely resolution is essential to minimize financial loss or missed
                sales.
              •
                An**entire**business
                unit is down or a network or major system is down and is impacting
                the
                business.
              •
                When a problem occurs that has the potential for impacting a process
                or
                business function at a later time, and requires immediate resolution
                and/or assistance from another support group.**Severity
                2**(High Impact)
              
              Service
                impact to a**PORTION**of
                a business unit, or facility;
              
              **Or**Entire
                team/business unit is missing a**PORTION**of
                a critical component or application
            •
                A system service, network, or application is available, but with
                severe
                restrictions that impact the ability of a**portion**of
                a business unit to complete their work.
              •
                Bypass or work-around is available, and work is continuing with
                significant inconvenience.
              •
                Timely resolution is essential to avoid financial loss or missed
                sales.
              •
                When a problem occurs that has the potential for impacting a process
                or
                business function at a later time, and requires immediate resolution
                and/or assistance from another group.**Severity
                3**
              
              (Moderate
                Impact) An**INDIVIDUAL******or
                small group of individuals is unable to perform job functions.
            •
                Unable to perform non-critical business functions.
              •
                No significant impact to revenue or sales.**Severity
                4**(Low
                Impact)
              
              An**INDIVIDUAL******is
                able to perform job functions with a work around or some minor
                inconvenience.
            •
                Problem has a low business impact, if any.
              •
                A minor impact to an individual.
















**EXHIBIT** **2**





**On
      Premises Guidelines**


Supplier
      will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s
      Customer’s premises will comply with this Section.





***2.1*** **Access
      to Premises**


For
      Supplier Personnel assigned to work on Buyer’s or Buyer’s Customer’s premises,
      Supplier will:


|1. | to
              the extent permitted by local law, conduct a preemployment criminal
              background check, which must be completed prior to placement at Buyer’s or
              Buyer’s Customer’s premises, covering the counties in which the person was
              employed or resided for the past seven years (or longer as required
              by
              State legislation), and inform Buyer of any negative findings;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | maintain
              a current and complete list of the persons' names and social security
              numbers;
|-- | -------------------------------------------------------------------------------------------------------------------

|3. | obtain
              for each person a valid identification badge from Buyer and ensure
              that it
              is displayed in order to gain access to and at all times while on Buyer’s
              premises (it is Buyer's policy to deactivate any such badge if not
              used
              for one month);
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | maintain
              a signed acknowledgment that each person will comply with Buyer’s On
              Premises Guidelines;
|-- | ------------------------------------------------------------------------------------------------------------------------------

|5. | ensure
              that each person with regular access to Buyer's and Buyer’s Customer’s
              premises complies with all parking restrictions and with vehicle
              registration requirements if any;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | inform
              Buyer if a former employee of Buyer will be assigned work under this
              Agreement, such assignment subject to Buyer approval;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | at
              Buyer's request, remove a person from Buyer’s or Buyer’s Customer’s
              premises and not reassign such person to work on Buyer's or Buyer’s
              Customer’s premises (Buyer is not required to provide a reason for such
              request); and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | notify
              Buyer immediately upon completion or termination of any assignment
              and
              return Buyer’s identification badge. Upon Buyer’s request, Supplier will
              provide documentation to verify compliance with this
              Subsection.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




***2.2*** **General
      Business Activity Restrictions**


Supplier
      will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s
      Customer’s premises:


|1. | will
              not conduct any non-Buyer related business activities (such as interviews,
              hirings, dismissals or personal solicitations) on Buyer's or Buyer’s
              Customer’s premises;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | will
              not conduct Supplier's Personnel training on Buyer’s or Buyer’s Customer’s
              premises, except for on-the-job training;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|3. | will
              not attempt to participate in Buyer or Customer benefit plans or
              activities;
|-- | -------------------------------------------------------------------------------------------------------------

|4. | will
              not send or receive mail unrelated to Buyer or Customer through Buyer's
              or
              Customer’s mail systems; and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | will
              not sell, advertise or market any products or distribute printed, written
              or graphic materials on Buyer's or Buyer’s Customer’s premises without
              Buyer's written permission.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




***2.3*** **Buyer’s
      Safety and Security Guidelines**


Supplier
      will ensure that Supplier Personnel assigned to work on Buyer’s or Buyer’s
      Customer’s premises:


|1. | do
              not bring weapons of any kind onto Buyer's or Buyer’s Customer’s premises;
|-- | -------------------------------------------------------------------------------------------

|2. | do
              not manufacture, sell, distribute, possess, use or be under the influence
              of controlled substances (for nonmedical reasons) or alcoholic beverages
              while on Buyer's or Buyer’s Customer’s premises;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | do
              not have in their possession hazardous materials of any kind on Buyer's
              or
              Buyer’s Customer’s premises without Buyer's authorization;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | acknowledge
              that all persons, property, and vehicles entering or leaving Buyer's
              or
              Buyer’s Customer’s premises are subject to search; and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | remain
              in authorized areas only (limited to the work locations, cafeterias,
              rest
              rooms and, in the event of a medical emergency, Buyer's or Buyer’s
              Customer’s medical facilities). Supplier will promptly notify Buyer of any
              accident or security incidents involving loss of or misuse or damage
              to
              Buyer's or Buyer’s Customer’s intellectual or physical assets, physical
              altercations, assaults, or harassment and will provide Buyer with a
              copy
              of any accident or incident report involving
              the
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | above.
              Supplier must coordinate with Buyer or Buyer’s Customer access to Buyer’s
              or Buyer’s Customer’s premises during non-regular working
              hours.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




***2.4*** **Asset
      Control**


In
      the event Supplier Personnel have access to information, information assets,
      supplies or other property, including property owned by third parties but
      provided to Supplier Personnel by Buyer ("Buyer Assets"), Supplier
      Personnel:


|1. | will
              not remove Buyer Assets from Buyer's or Buyer’s Customer’s premises
              without Buyer's authorization;
|-- | -----------------------------------------------------------------------------------------------------------------------------------

|2. | will
              use Buyer Assets only for purposes of this Agreement and reimburse
              Buyer
              for any unauthorized use;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

|3. | will
              only connect with, interact with or use programs, tools or routines
              that
              Buyer agrees are needed to provide
              Services;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | will
              not share or disclose user identifiers, passwords, cipher keys or computer
              dial port telephone numbers; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------

|5. | in
              the event the Buyer Assets are confidential, will not copy, disclose
              or
              leave such assets unsecured or unattended. Buyer may periodically audit
              Supplier's data residing on Buyer's information
              assets.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

***2.5*** **Supervision
      of Supplier's Personnel**


Supplier
      will provide continual supervision of its Personnel provided under this
      Agreement, at no additional cost to Buyer. Supplier's supervisor shall have
      full
      supervisory authority over all day-to-day employment relationship decisions
      relating to Supplier’s Personnel, including those decisions relating to: wages,
      hours, terms and conditions of employment, hiring, discipline, performance
      evaluations, termination, counseling and scheduling. Supplier's supervisors
      responsible for each work location will be responsible to know that work
      location’s planned holiday (and other closing) schedules and the impacts that
      all such schedules have on Supplier's Personnel. Supplier will conduct
      orientation sessions with its Personnel before placement on an assignment with
      Buyer, during which orientation such Personnel will be told the identity and
      contact information of their supervisor. Supplier will, from time to time,
      ensure that all of its Personnel working under this Agreement continue to be
      aware of this information. Electronic
      Funds Transfer


Certificate
      of Originality








**EXHIBIT
      3**  **Service
      Locations**





**IBM/CIGNA
      Service Locations:** The following locations are identified as authorized IBM/CIGNA service
      locations.








CIGNA
      Service Locations for CCA




**Site
                Address**[*][*][*]











**EXHIBIT
      4 - Permitted Subcontractors**





**Ness**





**[*]**





**[*]**













































**EXHIBIT
      4-C**













**Security
      and Data Safeguards**
















**Exhibit
      4-C**






**Security
      and Data Safeguards**









**Introduction**






Vendor
      shall provide security controls and safeguards, and shall follow security
      procedures, at all Vendor Service Locations and in connection with all Systems
      and Services (whether dedicated or shared) that at a minimum comply with the
      requirements set forth in this Exhibit
      4-C and the General CIGNA Policies set forth in Exhibit
      4-C-1 ,
      as such requirements are more specifically defined in the Detailed CIGNA
      Policies set forth in Exhibit
      4-C-2 ,
      unless, with respect to a specific SOW, different or additional requirements
      are
      set forth in such SOW. In the event that the specific security requirements
      are
      not set forth in the Detailed CIGNA Policies, then the Parties shall use this Exhibit
      4-C and the General CIGNA Policies to establish Vendor’s obligations.













CIGNA
      may update the ISCD from time to time upon notice to Vendor and, subject to
      the
      Change Control Procedure, Vendor shall implement and comply with the updated
      ISCD, subject to the following:













1.  In
      a dedicated or shared environment, Vendor shall bear the cost of any changes
      that are any one or more of the following:












(a)
      evolutionary changes related to security specific issues, such as upgrades,
      new
      releases and versions of existing technology or safeguards (e.g., updating
      anti-virus software, security patches);













(b)
      changes that are a direct result of changes mandated by Vendor regulation or
      Vendor Law; and













(c)
      changes consistent with generally accepted changes made by other companies
      in
      the healthcare industry: (i) if implemented by Vendor and given to its customers
      at no additional charge or; (ii) which changes shall be chargeable to CIGNA;
      provided, however, such charge shall be: (A) equitably reduced to reflect any
      leverage that Vendor may gain by providing such changes to multiple Vendor
      customers in the healthcare industry; and (B) paid from monies extracted from
      a
      fund that CIGNA shall, as of the MSA Effective Date, establish, fund and govern
      and which Vendor shall manage (the “ Security
      Mitigation Fund ”).
      Any such changes will be discussed by the Parties and made pursuant to the
      Change Control Procedure .













2.  In the event that CIGNA makes a change to the ISCD that would require Vendor
      to
      make a change to a shared environment and such change is unique to CIGNA (and
      not generally implemented by other companies), then Vendor shall: (a) provide
      a
      proposal to CIGNA identifying the costs and implications of the change, and
      upon
      CIGNA approval, make the change, or (b) upon notice to CIGNA, not make the
      change but advise CIGNA of the costs of moving to a dedicated environment,
      or
      (c) if CIGNA does not wish to move to a dedicated environment, Vendor shall
      provide a proposal to identify the costs to implement safeguards and practices
      that mitigate CIGNA’s security concerns, and upon approval by CIGNA, implement
      such safeguards and practices.













3.
      Vendor shall obtain CIGNA’s review and comment prior to the implementation of
      any changes in a shared environment that would materially degrade the level
      of
      security safeguards and practices provided to CIGNA. If Vendor were to implement
      any change that materially degrades the level of security safeguards and
      practices provided to CIGNA, Vendor will reverse such change and continue to
      provide Services in accordance with applicable Service Levels. Vendor may
      propose, however, for CIGNA’s review and approval, alternatives which would not
      require the reversal of such change, but shall allow Vendor to continue to
      provide Services in accordance with applicable Service Levels. If CIGNA does
      not
      approve any alternative, Vendor shall reverse the change and continue to provide
      Services in accordance with the Service Levels. Except as provided in paragraph
      2 above, the costs of all changes in a shared environment shall be borne by
      Vendor.













**Definitions**






**“External
      User”** shall
      mean any user that is a CIGNA customer that accesses CIGNA’s systems
      .






**“Information
      Security Controls Document or “ISCD”** shall
      mean this Exhibit and the General CIGNA Policies Exhibit
      4-C-1 )
      and Detailed CIGNA Policies ( Exhibit
      4-C-2 ),
      unless, with respect to a specific SOW, different or additional requirements
      that are set forth in such SOW. The Information Security Controls Document
      shall
      be deemed CIGNA’s Confidential Information under the Agreement.






**“Vendor
      Network”** shall mean the system under Vendor’s or Vendor agents’ control that transmits
      any data, voice and/or video alone or in combination or is otherwise used to
      provide the Services, either within Vendor or between Vendor and CIGNA,
      including the network operating system in the Vendor client and server machines,
      the cables connecting them and all supporting hardware including without
      limitation bridges, routers and switches.






**“CIGNA
      Network”** shall mean the system under CIGNA’s or its contractor’s control that transmits
      any data, voice and/or video alone or in combination that are within the scope
      of the Services, either within CIGNA or between CIGNA and the Vendor Controlled
      Router as defined in Schedule
      K (Business Continuity) of the applicable Statement of Work, including the network
      operating system in the CIGNA client and server machines, the cables connecting
      them and all supporting hardware including without limitation bridges, routers
      and switches.






“ **Remediate** ”
      shall mean to alleviate the security issues so that they are no longer a threat
      (and if not feasible to completely remove the threat, to minimize the threat
      to
      a level acceptable to CIGNA, with CIGNA using reasonable discretion), however,
      it shall not mean alleviating the effects resulting from the security
      issue.













Capitalized
      terms used herein without specific definition shall have the respective meanings
      given to them in the Agreement.







**3.**  **CIGNA
      Data**





3.1  Data
      Safeguards.





3.1.1  Vendor
      shall establish and maintain safeguards against the destruction, loss, or
      alteration of CIGNA Data in the possession of, used or viewed by Vendor that
      are
      no less rigorous than those set forth in the ISCD. If the ISCD does not cover
      certain security control, safeguards or procedures, then Vendor shall implement,
      comply with and follow controls, safeguards and procedures that are consistent
      with current generally accepted controls, safeguards and procedures in the
      healthcare industry. Vendor personnel shall not attempt to access, and shall
      not
      allow access to, CIGNA Data to which it is not entitled or that is not required
      for the performance of the Services by Vendor personnel. Vendor shall institute
      systems security measures to guard against the unauthorized access, alteration,
      destruction or loss of CIGNA Data.





3.1.2  Vendor
      shall Remediate and resolve security issues, at Vendor’s expense (provided it
      shall be at CIGNA’s expense if and to the extent the issue was caused by CIGNA
      (i.e., CIGNA is at fault)), identified at Vendor Service Locations or in
      connection with the Systems or Services located at Vendor Service Locations
      or
      managed or controlled by Vendor. This extends to any CIGNA approved Service
      Locations contracted by Vendor. As part of the Services and at a minimum on
      an
      annual basis, Vendor shall (at CIGNA’s request and at Vendor’s cost, except as
      provided in clause (y) immediately below), provide a report regarding security
      controls across all of the Services, such report to be carried out by an
      independent third party appointed by Vendor and approved by CIGNA. The scope
      of
      work performed by such third party: (a) shall be valued at the lesser of: (i)
      Vendor’s actual, out-of-pocket costs to contract for the performance of such
      work; and (ii) $75,000; provided, however, that: (x) if Vendor’s actual,
      out-of-pocket cost on an annual basis is less than $75,000, CIGNA shall receive
      a credit for the difference between such cost and $75,000; and (y) if the
      Parties mutually agree to scope(s) of work valued in the aggregate at an amount
      greater than $75,000, CIGNA shall be financially responsible for the difference
      between such greater amount and $75,000; and (b) shall measure (through
      identification and testing of controls) against the Information Security Control
      Document and the terms of the report shall be determined by Vendor.. If CIGNA
      is
      dissatisfied by such reports, CIGNA may, at any time, but no more than twice
      in
      any consecutive 12 calendar months, carry out or have carried out a security
      audit of the Services at CIGNA’s cost, the scope and terms of the report to be
      agreed between the Parties and upon Vendor receiving appropriate assurances
      that
      any of the Vendor Confidential Information shall not be compromised. CIGNA's
      ability to perform security audits shall not be limited by CIGNA business
      processing that occurs on non-dedicated (i.e. shared) vendor devices, or by
      work
      areas that are not dedicated and isolated to CIGNA business.




3.1.3  Vendor
      shall deploy a network and host-based, real-time intrusion detection system
      and
      vulnerability assessment process that is consistent with the ISCD. Vendor shall
      actively monitor these systems and processes for activities that indicate
      attempts at breaking the security of the services provided and follow
      notification procedures identified in the Security Incident Service Level set
      forth in the applicable Statement of Work or Exhibit 2,if any, of the MSA.
      Along
      with the deployment of these controls, Vendor shall adopt and follow Vendor’s
      operational procedures ( or as otherwise agreed to and described in the
      procedures manual) to disable the source of any perceived attack, Remediate
      vulnerabilities and escalate to Vendor and CIGNA security groups for follow-up
      action. **** For
      purposes of clarity, “vulnerability assessment process” means a process that
      tests for known vulnerabilities and produces an evaluation of findings against
      such vulnerabilities.





3.1.4  CIGNA
      reserves the right to review Vendor’s policies and procedures used to maintain
      the security and confidentiality of personal information, including auditing
      Vendor concerning such policies and procedures.





3.1.5  Vendor
      must maintain security controls that have been attested to CIGNA in CIGNA’s
      Service Provider questionnaires and/or during CIGNA standard Service Provider
      audits to the level as attested. Vendor must report any changes to the control
      environment immediately to CIGNA .





3.1.6  Design,
      implementation and integration of all Services shall be consistent with the
      Information Security Control Document, unless otherwise set forth in the
      applicable SOW. Connectivity and infrastructure used to provide access to CIGNA
      systems and/or CIGNA data must meet applicable security controls (encryption,
      access controls, etc) as defined in the Information Security Controls
      Document.





3.1.6.1.
      Design, (All) User Access. Password composition and management policies must
      comply with or exceed those in the Information Securities Control Document.





|· | Role
              Based Access Controls (RBAC) authorization models must be utilized
              for
              access to information resources as documented in the Information
              Securities Control Document.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Ongoing
              administration and lifecycle management must be in accordance with
              the
              Information Security Control Document.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------




3.1.6.2.
      Design, Internal User Access.


|· | Reasonable
              effort shall be made to integrate with CIGNA internal authentication
              and
              authorization mechanisms. Integration with CIGNA's Enterprise Security
              Framework is required (TIM/TAM/FIM), where those services can be
              reasonably expected to fill architecture requirements
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




3.1.6.3
      Design, External User Access.




|· | All
              external users must be provided with a one time ID and ‘PIN’ for initial
              access authentication and authorization; for which the PIN is randomly
              generated and sent via out-of-band mechanisms such as U.S./International
              mail (communication via E-mail is NOT an accepted method).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Support
              requirements for browsers that support 128 bit encryption in
              communications to CIGNA end-users.
|- | -----------------------------------------------------------------------------------------------------------------------------------



3.1.6.4
      Virtualization, Co-location.





|*·* | Data
              repositories used to store user information must not be hosted on shared
              systems that do not meet the requirements of the Information Security
              Controls Document.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




3.1.6.5  Off
      - Shore Information Protection.





The
      following agreements augment but do not exclude other provisions in the MSA
      or a
      SOW:





|· | Vendor
              shall not store any CIGNA data classified by CIGNA as Restricted or
              Highly
              Sensitive outside of the continental United States except as outlined
              in
              the Information Security Controls Document. In support of the Vendor
              Service Locations outside the United States, Vendor shall ensure the
              following controls implemented:
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(a)
      If offshore facility is NOT controlled by Vendor, and employees in the facility
      are NOT employed by Vendor, then the Vendor shall provide a physically isolated,
      network isolated area for customer service representatives (CSR) handling CIGNA
      calls;





(b)
      CIGNA provided and CIGNA managed desktop lockdown software (currently Verdasys
      Digital Guardian) shall be installed on all Vendor PC’s accessing CIGNA data
      classified by CIGNA as Restricted or Highly Sensitive. The software policy
      shall
      be managed by CIGNA or it’s vendor, and shall be configured to monitor and/or
      restrict a workstation user’s ability to move, print or upload CIGNA
      information.





(c)
      Vendor CSR’s servicing CIGNA shall perform their duties only from within the
      approved vendor facility,




(d)
      Workstation IDs , antivirus, and personal firewalls must be deployed, managed,
      and actively audited as outlined in the Information Security Controls Document;





(e)
      User level audit logging of CIGNA/CSR activity must be enabled, and available
      to
      CIGNA upon request. Retention periods must meet CIP policy (90 day raw logs,
      6
      year incident/activity reporting). Audit logging shall be performed for those
      activities specified in the Information Security Controls Document.





3.2  Backup
      Security. CIGNA shall have the right to establish additional Data backups (as
      a
      supplement to any of Vendor’s obligations under a SOW) for any Data and to keep
      backup copies of this Data in CIGNA’s possession. Should CIGNA choose to
      exercise its rights under this Section 3.2, related expenses shall be borne
      by
      CIGNA.





3.3  Media.
      No media on which CIGNA Data is stored may be used or re-used to store data
      of
      any other customer of Vendor or to deliver data to a third party, including
      another Vendor customer, unless Vendor first implements procedures described
      in
      the Detailed CIGNA Policies.





3.4  Breach
      of Security. In the event Vendor or Vendor Agents discovers or is notified
      of a
      breach or potential breach of security controls relating to the CIGNA Data,
      Systems or Infrastructure under Vendor’s or Vendor Agent’s control, Vendor shall
      immediately (a) notify the CIGNA Engagement Manager and CIGNA Security Incident
      Response Team (CSIRT) of such breach or potential breach and (b) if the
      applicable CIGNA Data was in the possession of Vendor or Vendor Agents at the
      time of such breach or potential breach, Vendor shall (i) investigate and
      Remediate the breach or potential breach and (ii) provide CIGNA with assurance
      satisfactory to CIGNA that such breach or potential breach shall not recur.









**4.0**  **Security
      Management**






Vendor
      shall:






provide
      an Vendor Information Security Advisor (or ISA) as focal point with
      responsibility for day-to-day security management who is a security subject
      matter expert;






in
      conjunction with CIGNA, review security policies and procedures that impact
      the
      Vendor software and vendor equipment for effectiveness, and recommend
      improvements, including control improvements;






review
      changes requested by CIGNA to its security policies and standards and advise
      CIGNA whether or not such changes can be implemented, if Vendor does not
      implement the changes requested by CIGNA, Vendor shall implement mitigating
      controls approved by CIGNA, and such change shall be handled in accordance
      with
      the Change Control Procedures;






communicate
      the security procedures to Vendor Personnel accessing CIGNA applications and/or
      network (for example, login procedures, password requirements, use of anti
      virus
      programs, and data and equipment security procedures); and






notify
      CIGNA of any condition discovered or known by Vendor that is likely to affect
      negatively the confidentiality, integrity, or availability of CIGNA’s
      information, CIGNA’s ability to use an Vendor provided application or Vendor’s
      ability to access CIGNA data.






CIGNA
      shall:






provide
      a CIGNA security subject matter expert focal point individual with
      responsibility for day-to-day security management;






communicate
      the security procedures to CIGNA end users (for example, login procedures,
      password requirements, use of anti virus programs, data and equipment security
      procedures);






in
      conjunction with Vendor, review security policies and procedures for
      effectiveness and recommend improvements; and






notify
      Vendor of changes CIGNA plans to make to its security policies and standards
      and
      the changes to be implemented by Vendor.











**5.0
      Physical Security**






Vendor
      shall, to the level or standard specified in the Information Security Controls
      Document:






provide
      physical security controls at Vendor Service Locations;






restrict
      access to data processing areas for which Vendor has security responsibility
      to
      authorized personnel only as defined in the Information Security Controls
      Document;






conduct
      periodic reviews of the data processing areas for which Vendor has security
      responsibility including reviews of access logs for unusual occurrences and
      perform follow-up activities in accordance with the procedures specified in
      the
      Information Security Controls Document;






protect
      Vendor Network devices on Vendor's premises from any unauthorized
      access;






protect
      printed output from unauthorized access or removal while under Vendor's control;






provide
      secure storage for removable storage media under Vendor's control;






resolve
      discrepancies discovered during the annual removable storage media audit and
      inform and obtain acceptance from CIGNA on the resolution;






implement
      controls as set forth in the ISCD (and if not set forth therein consistent
      with
      current generally accepted practices in the healthcare industry) that are
      designed to eliminate residual information on removable storage media before
      disposal or reuse outside of CIGNA;






during
      the Transition Period, with CIGNA's assistance, perform a baseline inventory
      of
      removable storage media (for example, tapes, disks) for which Vendor has
      security responsibility.






CIGNA
      shall protect LAN servers and infrastructure devices on CIGNA premises from
      unauthorized physical access.













**6.0
      Network Infrastructure Security**






Vendor
      shall for equipment under its control:






control
      the network operating system security and administrative user IDs;






provide
      and maintain current virus avoidance, detection, and elimination software for
      supported servers in conjunction with the ISCD standards utilizing Vendor
      approved packages. Virus protection software shall have an automated mechanism
      for updating the virus definitions, implementing current definitions within
      8
      hours of issuance by vendor (unless security risk mandates faster deployment);






perform
      audits of media (for example, diskettes) and Vendor End User equipment
      potentially affected by a virus;






monitor
      virus protection software alerts, follow notification procedures identified
      in
      the Security Incident Service Level set forth in the applicable Statement of
      Work or Exhibit 2, if any, of the MSA, respond to virus attacks and initiate
      corrective action to eradicate viruses as detected; and






remove
      and/or render inoperable unneeded services.













**7.0
      Data Network**






Vendor
      shall:






use
      Change Control Procedures to control changes to Vendor managed devices used
      to
      connect the Vendor network to the CIGNA network. Changes to hardware and/or
      software must be planned in advance, communicated to CIGNA in advance, and
      thoroughly tested before being placed into production. Back-out and restoration
      must be part of the plan and sufficient time must be allocated for restoration
      to be accomplished;






validate
      that access to CIGNA systems is limited to authorized Vendor Personnel,
      including Vendor agents CIGNA approved Subcontractors, utilizing security
      controls as described in the Information Security Controls
      Document;






encrypt
      traffic traveling across the Vendor network to CIGNA (and visa versa) network
      as
      specified in the Information Security Controls Document






CIGNA
      shall provide security to only allow authorized users to access services hosted
      at Vendor Service Locations.







**EXHIBIT
      4-C-1**




**GENERAL
      CIGNA POLICIES**




Vendor
      shall perform an annual risk assessment across all Services under the MSA
      intended to identify information resources that require protection. Assessment
      shall be based upon a mutually agreeable assessment plan, to understand and
      document risks from security failures that may cause loss of confidentiality,
      integrity, or availability. Risk assessments shall document the potential
      adverse impact to CIGNA's operations, and assets. This risk assessment shall
      be
      conducted by a team composed of appropriate representatives from Vendor and
      CIGNA and other personnel associated with the activities subject to assessment.
      Vendor shall identify resolutions to address issues or risks identified from
      this assessment within a reasonable timeframe and Vendor shall prepare a
      proposal in accordance with the Change Control Procedure to Remediate such
      issues or risks; provided, however, that if the assessment reveals required
      Remediation due to Vendor nonperformance of its obligations under Exhibit
      4-C or the MSA, then such Remediation shall be at Vendor’s expense. The Parties will
      work together in good faith to approve and implement the proposal prior to
      any
      regulatory or legally mandated deadlines. ****




The
      sensitivity of a resource, and therefore the level of security controls
      required, depends upon the sensitivity of the data retained by or accessible
      through the information resource, as defined in the Detailed CIGNA Policies.
      CIGNA, as the data owner is the authority on any data classification assignments
      and the approver for access.





Vendor
      shall utilize the procedures described in the ISCD (whether or not included
      in
      the Procedures Manual) to ensure that the release of data is to only authorized
      users and is accompanied with proper instructions regarding appropriate use,
      protection, disposal and removal from premise.





Any
      CIGNA information classified as proprietary, restricted, or highly sensitive
      is
      to be isolated at rest from any other customer’s data. This information is
      required to be encrypted if the information can be accessed by Parties not
      working on the CIGNA account as set forth in the Detailed CIGNA Policies. All
      tape backups must contain only CIGNA information. Tapes and tape backups
      transported from Vendor Service Locations or located at sites other than Vendor
      Service Locations must be encrypted. All other storage media must maintain
      an
      isolation of CIGNA's information from other customer’s information and/or
      access, including portable media





CIGNA
      retains all rights to audit facilities, applications, systems and transports
      where CIGNA information resides or is transported. Audit times and frequency
      are
      at the discretion of CIGNA. Entry and exit logs to facilities that have CIGNA
      information classified as proprietary, restricted, or highly sensitive must
      be
      made available on request.





All
      privileged access to CIGNA information must be logged and reviewed on a
      quarterly basis. This would include, but not limited to, all DBA, System
      Administrator and support personnel access to information. All logs so generated
      are to be protected to ensure integrity and non-repudiation.





All
      external facing systems containing CIGNA information are required to pass
      quarterly penetration testing by third party. All internal systems are required
      to pass a vulnerability scan quarterly. Vendor will perform necessary measures
      to address non-compliance or vulerability issues (e.g., resulting from scans)
      and follow notification procedures identified in the Security
      Compliance/Vulnerabilty Issue Service Level set forth in the applicable
      Statement of Work or Exhibit 2, if any, of the MSA.





All
      security software used by vendor must stay within the software vendor’s
      definition of currently supported software with all relevant security patches
      applied.





With
      the exception of virus protection software, Vendor will implement current
      signatures/rules for security components within 2 weeks of issuance by security
      component vendor (unless security risk mandates faster deployment).





Vendor
      will consider failure of any security hardware or software component (e.g.,
      network intrusion detection failure, virus protection software stoppage, etc.)
      as a high (Severity 1) alert and
      follow notification procedures identified in the Security Incident Service
      Level
      set forth in the applicable Statement of Work or Exhibit 2, if any, of the
      MSA.





Vendor
      will support mechanism for CIGNA to access alert data (e.g., from virus
      protection, intrusion detection, etc.) at near real time.





Any
      remote access via either a shared or public network to a device processing
      CIGNA
      information requires a dual factor authentication method.





Vendor
      shall notify and CIGNA must approve all infrastructure and facility changes
      that
      impact CIGNA's risk profile including: moving to new facility or changing
      network configuration.





All
      systems and designs must implement a Role Based Access Control (RBAC)
      authorization model that leverages CIGNA definitions and roles where possible.
      This would include fine grain authorization within the application. This
      information must be kept current and available in documented form for review
      and/or audit.





All
      Design must include, test and validate safeguards addressing the following
      data
      protections:


|· | Controls
              to support necessary access requirement
|- | --------------------------------------------------------------

|· | Protection
              of data in transit and at rest
|- | -------------------------------------------------------

|· | Mechanisms
              and methods to audit systems and
              configurations
|- | --------------------------------------------------------------------------------------

|· | Leverage
              CIGNA current security framework such as TAM, TIM, and
              FIM.
|- | ------------------------------------------------------------------------------------------------

|· | Mutual
              authentication with authorization between application
              components
|- | ---------------------------------------------------------------------------------------------------




Vendor
      must ensure data protection follows a “Defense in Depth” philosophy. Security
      services which provide optimal Availability, Confidentiality, Integrity and
      Non-Repudiation should be implemented based upon agreed upon risk
      evaluation





Only
      production equipment shall run in the production environment. Test, development,
      staging, and training must be physically or virtually separated (segmented)
      from
      the production environment. The production environment must be monitored to
      insure only Production systems are in the Production environment.





Vendor
      shall not use production data (real data) outside of the production
      environment.





Vendor
      sites/locations must pass a CIGNA External Service Provider review before
      hosting or processing CIGNA information.





All
      system designs must be documented with security controls identified. These
      designs must pass CIP approval before construction.

























EXHIBIT
      10






















**Form
      Non-Disclosure and Assignment Agreement**








**EXHIBIT
      10**





**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, CIGNA and IBM, respectively, 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
              therein
              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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



[REMAINDER
      OF PAGE LEFT INTENTIONALLY BLANK]









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:
































**EXHIBIT
      13**




















**Data
      Privacy Provisions**














This Exhibit
      13 -
      Data Privacy Provisions, consists of the following, attached two parts: (a) Exhibit
      13A regarding CIGNA’s Business Associate Addendum; and (b) Exhibit
      13B regarding European Union Data Privacy.








**EXHIBIT
      13A**








**BUSINESS
      ASSOCIATE ADDENDUM**








|**I.** | **INTRODUCTION.**
|------ | -----------------




The
      Parties acknowledge that the Services may
      involve the use or disclosure of Protected Health Information, as this term
      is
      defined in this Addendum. Accordingly, the Parties agree to the terms in this
      Addendum to comply with the Health Insurance Portability and Accountability
      Act
      of 1996 (“ HIPAA ”)
      Privacy Rule and Security Standards as those terms are defined in this
      Addendum.




|**II.** | **DEFINITIONS**
|------- | ---------------




For
      purposes of this Addendum, terms defined herein shall supersede similarly
      defined terms in the MSA . Terms used in this Addendum shall have the same
      meaning as those terms in the HIPAA Privacy Rule and Security Standards,
      currently defined, in relevant part, as follows:





**“Protected
      Health Information”** shall mean Individually Identifiable Health Information transmitted or
      maintained in any form or medium that Vendor creates or receives from or on
      behalf of CIGNA in the course of fulfilling its obligations under the MSA
      (which, for clarification, includes this Addendum). "Protected Health
      Information" shall not include: (i) education records covered by the Family
      Educational Rights and Privacy Act, as amended, 20 U.S.C. §1232g; (ii) records
      described in 20 U.S.C. §1232g(a)(4)(B)(iv); and (iii) employment records held by
      CIGNA in its role as employer.




**“Designated
      Record Set”** shall
      mean a group of records maintained by or for CIGNA that is: (i) the medical
      records and billing records about individuals maintained by or for CIGNA; (ii)
      the enrollment, payment, claims adjudication, and case or medical management
      record systems maintained by or for a health plan; or (iii) used, in whole
      or in
      part, by or for CIGNA to make decisions about individuals. As used herein,
      the
      term **“Record”** means any item, collection, or grouping of information that includes Protected
      Health Information and is maintained, collected, used, or disseminated by or
      for
      CIGNA.





**“Electronic
      Media”** shall
      mean: (1) electronic storage media including memory devices in computers (hard
      drives) and any removable/transportable digital memory medium, such as magnetic
      tape or disk, optical disk, or digital memory card; or (2) transmission media
      used to exchange information already in electronic storage media. Transmission
      media include, for example, the internet (wide-open), extranet (using internet
      technology to link a business with information accessible only to collaborating
      parties), leased lines, dial-up lines, private networks, and the physical
      movement of removable/transportable electronic storage media. Certain
      transmissions, including paper, via facsimile, and of voice, via telephone,
      are
      not considered to be transmissions via electronic media, because the information
      being exchanged did not exist in electronic form before transmission.





**“Electronic
      Protected Health Information”** shall mean Protected Health Information that is transmitted by or maintained
      in
      Electronic Media.





**“Individually
      Identifiable Health Information”** shall mean information that is a subset of health information, including
      demographic information collected from an individual, and





|(i) | is
              created or received by a health care provider, health plan, employer,
              or
              health care clearinghouse; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------




|(ii) | relates
              to the past, present, or future physical or mental health or condition
              of
              an individual; the provision of health care to an individual; or the
              past,
              present or future payment for the provision of health care to an
              individual; and (a) identifies the individual, or (b) with respect
              to
              which there is a reasonable basis to believe the information can be
              used
              to identify the individual; and
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(iii) | relates
              to identifiable non-health information including but not limited to
              an
              individual’s address, phone number and/or Social Security
              number.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**“Privacy
      Rule”** shall mean the Standards for Privacy of Individually Identifiable Health
      Information at 45 CFR Part 160 and Part 164, Subparts A and E.





**“Secretary”** shall mean the Secretary of the Department of Health and Human
      Services.





**“Security
      Incident”** means the attempted or successful unauthorized access, use, disclosure,
      modification, or destruction of information or interference with system
      operations in an information system.





“ **Security
      Standards** ”
      shall mean the HIPAA Security Standards, 45 C.F.R.. Parts 160 and
      164





|**III.** | **OBLIGATIONS
              OF VENDOR**
|-------- | ---------------------------------------




**Section
      1. Use and Disclosure of Protected Health Information** .




Vendor
      may use and disclose Protected Health Information only to carry out the
      obligations of Vendor set forth in the MSA (which, for clarification, includes
      this Addendum) or as required by law, subject to the provisions set forth in
      this Addendum. Vendor shall neither use nor disclose Protected Health
      Information for the purpose of creating de-identified information that will
      be
      used for any purpose other than as directed by CIGNA to carry out the
      obligations of Vendor set forth in the MSA (which, for clarification, includes
      this Addendum) or as required by law.





**Section
      2. Safeguards Against Misuse of Information** .




Vendor
      agrees that it will implement safeguards to prevent the use or disclosure of
      Protected Health Information in any manner other than pursuant to the terms
      and
      conditions of the MSA (which, for clarification, includes this
      Addendum ) .
      Vendor shall implement administrative, physical and technical safeguards that
      protect the confidentiality, integrity, and availability of the Electronic
      Protected Health Information that it creates, receives, maintains, or transmits
      on behalf of CIGNA, as required by the Security Standards.




**Section
      3. Reporting of Uses and Disclosures of Protected Health Information and
      Security Incidents.**




Upon
      becoming aware of a use or disclosure of Protected Health Information in
      violation of this Addendum, Vendor shall promptly report such use or disclosure
      to CIGNA. Vendor shall promptly report to CIGNA any Security Incident of which
      it becomes aware.





**Section
      4. Agreements with Third Parties** .




Vendor
      shall contractually require that any agent or subcontractor of Vendor to whom
      Vendor provides Protected Health Information that is received from CIGNA, or
      created or received by Vendor on behalf of CIGNA, agrees to be bound by terms
      and conditions that will allow Vendor (including any agent or subcontractor)
      to
      comply with the terms of this Addendum with respect to such Protected Health
      Information. Vendor warrants and represents that in the event of a disclosure
      of
      Protected Health Information to any third party, the information disclosed
      shall
      be no more than the minimum necessary for the intended purpose. Vendor shall
      contractually require that any agent or subcontractor of Vendor to whom Vendor
      provides Electronic Protected Health Information agrees to implement reasonable
      and appropriate safeguards to protect such information.







**Section
      5. Access to Information** .




In
      the event Vendor maintains Protected Health Information in a Designated Record
      Set, Vendor shall, within five (5) business days of receipt of a request from
      CIGNA, provide to CIGNA Protected Health Information in Vendor’s possession that
      is required for CIGNA to respond to an individual’s request for access to
      Protected Health Information made pursuant to 45 C.F.R. § 164.524 or other
      applicable law. In the event any individual requests access to Protected Health
      Information directly from Vendor, whether or not Vendor is in possession of
      Protected Health Information, Vendor may not approve or deny access to the
      Protected Health Information requested. Rather, Vendor shall, within two (2)
      business days, forward such request to CIGNA.





**Section
      6. Availability of Protected Health Information for
      Amendment** **.**




In
      the event Vendor maintains Protected Health Information in a Designated Record
      Set, Vendor shall, within five (5) business days of receipt of a request from
      CIGNA, provide to CIGNA Protected Health Information in Vendor’s possession that
      is required for CIGNA to respond to an individual’s request to amend Protected
      Health Information made pursuant to 45 C.F.R. § 164.526 or other applicable law.
      If the request is approved, Vendor shall incorporate any such amendments to
      the
      Protected Health Information as required by 45 C.F.R. §164.526 or other
      applicable law. In the event that the request for the amendment of Protected
      Health Information is made directly to the Vendor, whether or not Vendor is
      in
      possession of Protected Health Information, Vendor may not approve or deny
      the
      requested amendment. Rather, Vendor shall, within two (2) business days forward
      such request to CIGNA.





**Section
      7. Accounting of Disclosures** .




Vendor
      agrees to document such disclosures of Protected Health Information and
      information related to such disclosures as would be required for CIGNA to
      respond to a request by an individual for an accounting of disclosures of
      Protected Health Information in accordance with 45 CFR § 164.528 or other
      applicable law. Vendor shall, within ten (10) business days of receipt of a
      request from CIGNA, provide to CIGNA such information as is in Vendor’s
      possession and is required for CIGNA to respond to a request for an accounting
      made in accordance with 45 C.F.R. 164.528 or other applicable law. In the event
      the request for an accounting is delivered directly to Vendor, Vendor shall,
      within two (2) business days, forward such request to CIGNA. It shall be CIGNA’s
      responsibility to prepare and deliver any such accounting requested.





**Section
      8. Availability of Books and Records** .




Vendor
      hereby agrees to make its applicable internal practices, books and records,
      including policies and procedure, available to the Secretary for purposes of
      determining CIGNA’s and Vendor’s compliance with the Privacy Rule and Security
      Standards. The practices, books and records subject to this Section are those
      practices, books and records that relate to the use and disclosure of Protected
      Health Information that is created by Vendor on behalf of CIGNA, received by
      Vendor from CIGNA, or received by Vendor from a third party on behalf of
      CIGNA.





|**IV.** | **TERMINATION**
|------- | ---------------




a.
      Upon termination of the MSA, Vendor’s obligations hereunder shall terminate when
      all of the Protected Health Information provided by CIGNA to Vendor, or created
      or received by Vendor on behalf of CIGNA, is destroyed or returned to CIGNA,
      or,
      if it is infeasible to return or destroy Protected Health Information,
      protections are extended to such information, in accordance with the termination
      provisions in this Section.




b.
      If Vendor has committed a material breach of the MSA (which, for clarification,
      includes this Addendum) pertaining to the use or disclosure of PHI, CIGNA shall
      either:




1.
      Provide an opportunity for Vendor to cure the breach or end the violation and
      terminate the MSA if Vendor does not cure the breach or end the violation within
      a time period reasonably specified by CIGNA; or




2.
      Immediately terminate the MSA if CIGNA determines cure is not
      possible.




c. Effect
      of Termination .




1.
      Except as provided in paragraph (2) of this section, upon termination of the
      MSA
      or SOW, for any reason, Vendor shall return or destroy all Protected Health
      Information received from CIGNA, or created or received by Vendor on behalf
      of
      CIGNA that relate to the terminated portion of Services. This provision shall
      apply to Protected Health Information that is in the possession of
      subcontractors or agents of Vendor. Vendor shall retain no copies of the
      Protected Health Information.




2.
      In the event that Vendor objectively demonstrates to CIGNA’s reasonable
      satisfaction that returning or destroying the Protected Health Information
      is
      infeasible, Vendor shall extend the protections of this Addendum to such
      Protected Health Information and limit further uses and disclosures of such
      Protected Health Information to those purposes that make the return or
      destruction infeasible, for so long as Vendor maintains such Protected Health
      Information.









|**V.** | **MISCELLANEOUS**
|------ | -----------------




**Section
      1. Regulatory References.** A
      reference in this Addendum to a section in the HIPAA Privacy Rule or Security
      Standards means the section as in effect or as amended.





**Section
      2. Amendment.** In the event that state or federal law or regulation, or an arbitration or
      judicial interpretation of same, or any regulatory or enforcement action should
      explicitly or otherwise require that this Addendum be changed, altered or
      modified, then the CIGNA shall notify Vendor and provide such required
      amendment, and the CIGNA and Vendor shall continue to perform Services under
      the
      MSA as modified, subject to Change Control Procedures.





**Section
      3. Survival.** The respective rights and obligations of Vendor under Section III(c)(2) (Effect
      of Termination), , Section IV(3) (Regulatory References) and Section IV(5)
      (Survival) of this Addendum shall survive the termination of the MSA or SOW.





|**VI.** | **EFFECT
              OF ADDENDUM**
|------- | ------------------------------------




Notwithstanding
      anything to the contrary in the MSA, to the extent that this Addendum conflicts
      with the terms of the MSA relating to Protected Health Information, the terms
      of
      this Addendum shall take precedence.










**EXHIBIT
      13B**





**EUROPEAN
      UNION DATA PRIVACY**








|**1.** | **DATA
              PROTECTION FOR PERSONAL DATA PROCESSED IN THE EUROPEAN ECONOMIC
              AREA**
|------ | ---------------------------------------------------------------------------------------------------------



|**1.1** | With
              respect toany
              CIGNA Data that is “personal data” (as defined in the EU Data Privacy
              Directive, which is in turn defined below) andis processed within, or transferred out of, the European Union
              orthe European Economic Area(“CIGNA
              Personal Data”),
              the Parties shall each comply with their respective obligations under
              theEuropean
              UnionData
              ProtectionDirective(Directive 95/46/EC) (the “EU
              Data Protection Directive”),
              the laws of each member state of the European Union that implement
              the EU
              Data Protection Directive or any related or similar Laws of any member
              state of the European Union or the European Economic Area (collectively,
              andasany of the same may beamended or replaced from time to time, the“European
              Data Protection Laws”).Both
              Parties shall take the necessary precautions to avoid acts that placethe
              other Party in breach of its obligations under theEuropean
              Data Protection Lawsand nothing in the MSA shall be deemed to prevent any Party from taking
              the steps it reasonably deems necessary to comply with theEuropean
              Data Protection Laws.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.2** | The
              Parties acknowledge that,
              as between CIGNA and Vendor and Permitted Subcontractors:
|------- | -------------------------------------------------------------------------------------------------------------------



|(a) | CIGNA
              alone shall determine the purposes for which and the manner in which
              CIGNA
              Personal Data is, or is to be, processedbyVendor
              or Permitted Subcontractors in the performance of the
              Services;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | CIGNA
              shall be thedata “controller”
              (as defined in theEU
              Data Protection Directive) in respect of all CIGNA Personal
              Dataprocessed
              by Vendor or Permitted Subcontractorsfor
              purposes of the European Data Protection Laws;
              and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Vendor
              shall be the “dataprocessor” (as defined in theEU
              Data Protection Directive) in respect of CIGNA Personal Dataprocessed
              by Vendor or Permitted Subcontractorsfor
              purposes of the European Data Protection
              Laws.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.3** | Without
              limiting the generality ofSection
              1.1above, Vendor shall,and shall causeany
              Permitted Subcontractors to,promptlycomply with any written request by CIGNA to (at Vendor's cost and expense
              except as set forth in subsection (a) as CIGNA's cost):
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(a) | correct
              or delete inaccurate CIGNA Personal Dataprocessed by Vendor or Vendor Agents to the extent the inaccuracy was
              caused by Vendor or Permitted Subcontractors (otherwise CIGNA shall
              be
              responsible for the correction or
              deletion);
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | provideto
              CIGNAa
              copy of CIGNA Personal Dataprocessed by Vendorrelating
              to a “Data Subject”(as
              defined
              in the EU Data Protection Directive) that isstored
              in any form of retrieval or storage facilities in the possession or
              control of Vendor or Permitted
              Subcontractors;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | providereasonableinformationto CIGNAabout Vendor’s or Permitted Subcontractors' processing of CIGNA Personal
              Data;
|--- | --------------------------------------------------------------------------------------------------------------------------------



|(d) | assist
              in respect of any
              request or notice, or any anticipated request or notice, by or on behalf
              of any “Data Subject” (as defined in theEU
              Data Protection Directive)in respect of CIGNA Personal Dataprocessed by Vendoror Permitted Subcontractors; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | otherwise
              provide reasonable assistance to CIGNA as necessary to allowCIGNA
              to comply with the EU Data Protection
              Directive.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.4** | Without
              limiting the generality ofSection
              1.1above, Vendorshall
              not, and shall cause Permitted Subcontractors not to (without CIGNA's
              prior written authorization):
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(a) | use
              CIGNA Personal Data for Vendor’s or any Permitted Subcontractor’s own
              purposes, including marketing purposes and for any other purpose other
              than performing the Services;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | transfer
              any of CIGNA Personal Data to thirdparties
              or across any country’s borderwhich
              is notreasonablyrequired
              for the performance of the Services;
              or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | carry
              out the processing by automatic means of any CIGNA Personal Data for
              the
              purpose of evaluating matters about a “Data Subject” (as defined in the EU
              Data Protection Directive) that constitutes the sole basis for any
              decision that significantly affects such Data
              Subjects.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.5** | Without
              limiting the generality ofSection
              1.1above, Vendor shall, and shall cause Permitted Subcontractors
              to:
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(a) | (i)
              promptly notify CIGNA if any complaints are received about the processing
              of CIGNA Personal Dataprocessed
              by Vendor or Permitted Subcontractorsfrom
              third parties; (ii) not make any admissions or take any action which
              may
              be prejudicial to the defense or settlement of any such complaint;
              and
              (iii) provide to CIGNA such reasonable assistance as it may require
              in
              connection with such complaint;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | in
              the event that Vendor, or a Permitted Subcontractor, acquires, on behalf
              of CIGNA, anyCIGNAPersonal
              Data from “Data Subjects” (as defined in the EU Data Protection Directive)
              as part of the Services, give such individuals a data protection notice
              describing the intended use of suchCIGNAPersonal Data, in a form provided by
              CIGNA.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.6** | Without
              limiting the generality ofSection
              1.1above,with respect to CIGNAPersonal
              Datathat
              is processed by Vendor or Permitted Subcontractors within the EuropeanUnion
              or EuropeanEconomic
              Area, Vendor shall, and shall cause Permitted Subcontractors
              to:
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(a) | take
              technical and organizational security measures, in accordance with
              the
              requirements oftheMSA
              andthisExhibit,
              to safeguard against unauthorized and unlawful processing of CIGNA
              Personal Dataprocessed
              by Vendoror
              Permitted Subcontractors and against accidental loss or destruction
              of, or
              damage to, CIGNA Personal Dataprocessed by Vendoror Permitted Subcontractors;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | onlyprocess
              CIGNA Personal Data in accordance with written instructions given byto
              Vendor byCIGNA
              and as set out in the MSA;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | taking
              reasonable steps to ensure the reliability of those Vendor Personnel
              that
              have access to CIGNA Personal Data; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | provide
              all of Vendor Personnel involved in processing CIGNA Personal Datawith
              reasonably adequate training in the care and handling of Personal
              Data.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**1.7** | CIGNA
              hereby instructs Vendor to take such steps as are necessary to the
              performance of Vendor’s obligations under this
              Exhibit.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**2.** | **DATA
              PROTECTION FOR PERSONAL DATA****PROCESSED******
|------ | --------------------------------------------------------------------



|**2.1** | CIGNA
              and Vendor each covenant that each of them shall provide the other
              prompt
              notice of any inquiry, notice of violation, notice of enforcement action,
              or other similar notice received from theEuropean
              Union or European government agency with respect to the compliance
              of
              CIGNA and/or Vendor withthe EU Data Protection Directive with respect to the performance of
              CIGNA
              and/or Vendor under the MSA.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**2.2** | Vendor
              covenants that at all times during the MSA Term and during any Termination
              Assistance Period that:
|------- | -------------------------------------------------------------------------------------------------------------------------------------



|(a) | Vendor
              shall, and shall cause Permitted Subcontractors to: (i) provide processing
              of CIGNA Personal Data (includingoperations that are necessary to support or accomplish the processing)in
              accordance with the MSA; and (ii) not transfer any of CIGNA Personal
              Data
              to third parties or across any country’s border which is not specified in
              the MSA for the processing of CIGNA Personal Data unless CIGNA has
              given
              consent to relocate the processingelsewhere (which consent shall be in CIGNA's sole discretion);
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Vendor
              shall not, and shall cause Permitted Subcontractors not to, otherwise
              through any act or omission cause CIGNAPersonal Data to be transferred to third parties or across any country’s
              border which is not specified in the MSA for the processing of CIGNA
              Personal Data unless CIGNA has given consent for Vendor to relocate
              the
              processing elsewhere (which consent shall be in CIGNA’s sole
              discretion);
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | the
              covenants in subsections (a) and (b) are not intended to restrict Vendor
              from accomplishing the following from a location that is outside the
              United States, European Union and/or European Economic Area and otherwise
              authorized under this Agreement: (i) its own internal processing (e.g.,
              the preparation and transmission of invoices); or (ii) providing Services
              which do not involve the processing of CIGNA Personal Data (such as
              engineering services, consulting services, software development services
              that do not involve tests involving the processing of CIGNA Personal
              Data); and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | if
              Vendor or a Permitted Subcontractor breaches the covenants set out
              in
              subsections (a) and (b), then in addition to any other remedies to
              which
              CIGNA might be entitled under the MSA or at law or in equity, Vendor
              shall, after notice from CIGNA, at its own expense promptly accomplish
              all
              actions necessary to have the data returned so as to be in compliance
              with
              subsections (a) and (b).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------