Exhibit
10.37










March
19, 2008








Raymond
Gerber


[                        ]


[                        ]








Dear
Raymond,





It
gives me great pleasure to offer you employment with Chordiant Software, Inc. as
Vice President of Industry Sales and Support reporting directly to David
Cunningham. The terms of your employment are detailed as follows:





Your
annual salary will be $220,000.00, which is paid on the fifteenth and last day
of each month. You will also participate in Chordiant’s Sales Compensation
Program. Under this Plan you will have a targeted annual payout of $350,000.00
at 100% attainment of Plan objectives. Details of this program will be explained
to you shortly after joining the Company.





Subject
to Board approval, you will be granted an option to purchase 8000 shares of the
Company’s common stock.  The option shall have an exercise price equal
to the fair market value on the date of grant, and shall be governed in all
respects by the terms of the plan documents and the option agreement between you
and the company





You
will be eligible for Chordiant Software’s Employee Benefits program, which
includes among others, participation in our 401(k) and the company Group
Medical, Dental, and Disability Insurance Programs.  Chordiant may
change compensation and benefits from time to time in its
discretion.





You
will be expected to sign and comply with a proprietary information and
non-disclosure agreement which requires among other provisions, the assignment
of patent rights to any invention made during your employment at Chordiant
Software and nondisclosure of proprietary information.  You also will
be expected to abide by the Company’s standard policies and procedures, and
acknowledge in writing that you have read and will comply with the Company’s
Employee Handbook.





This
offer is contingent upon a successful background check, successful reference
checks, and your submission of an I-9 form and satisfactory documentation and
identification supporting your right to work in the United
States.  These must be provided on your first day of
employment.  Please bring these with you on your first
day.





Employment
with Chordiant Software is considered employment “at will” and may be terminated
by you or Chordiant Software at any time with or without cause, and with or
without advance notice.  Your employment at-will status can only be
modified in a written agreement signed by you and by a duly authorized officer
of the Company. The Company may change your position, duties, and work location
from time to time in its discretion.





As
part of your duties for Chordiant, you may be assigned to work onsite with a
Chordiant customer.  Some of these customers have additional
requirements that they impose upon individuals who work onsite at their
business.  If you are assigned to work with such a customer, you will
be given notice of the customer’s additional requirements and will be asked to
consent to these requirements.





This
letter, together with your proprietary information and non-disclosure agreement,
forms the complete and exclusive statement of your employment agreement with the
Company.  The terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written.  This letter
agreement cannot be changed except in a written agreement signed by you and a
duly authorized officer of the Company.




















This
offer is valid through March 25, 2008. Please sign below to indicate your
acceptance of this offer and return by fax to Human Resources at 408 517 6176
(fax). Please send one original signed copy in the pre-addressed enclosed
envelope. We look forward to your attendance for New Hire Orientation on your
start date. Details regarding orientation will be mailed to you prior to your
start date.











Sincerely,





/s/Jack
Landers





Jack
Landers


VP,
Human Resources

















Accepted:
/s/Raymond
Gerber                               Date
Signed: 03/24/08                                     Start
Date:  April 1,
2008