**Master
      Agreement for Subcontracted Services**


**IBM
      as Prime Contractor**





This
      Master Agreement for Subcontracted Services (called the “Subcontractor
      Agreement”) governs the terms under which Chordiant Software, Inc. (“Chordiant”)
      as a subcontractor will supply International Business Machines Corporation
      (“IBM”) as a prime contractor with Programs and/or Services as described within
      this Subcontractor Agreement. This Subcontractor Agreement is an associated
      contract between the Parties as contemplated by the Chordiant/IBM Master
      Relationship Agreement (“MRA”). This Subcontractor Agreement, however, is an
      independent agreement between the Parties and does not therefore incorporate
      terms and conditions contained within the MRA by reference.





Each
      Party understands that Chordiant’s obligation to provide Programs or Services
      under this Subcontractor Agreement is contingent upon the execution of the
      relevant prime contract by a Customer and IBM.





This
      Subcontractor Agreement is written in English and signed with the understanding
      that the Parties are bound by its terms. The Parties will distribute copies
      of
      this Subcontractor Agreement to their respective Subsidiaries as required.
      These
      Subsidiaries will acknowledge acceptance of these terms through a Transaction
      Document which incorporates this Subcontractor Agreement by reference.





**1.
      Definitions**





**Combined
      Offering** is the combination of Programs and/or Services provided by the Parties in a
      prime contract with a Customer containing all or a portion of the Core
      Competencies described in Exhibits 1 and 2 herein.





**Customer** is the entity who awards the prime contract for Products and Services described
      in the Combined Offering.





**Deliverables** means
      those Programs, Services and Materials which Chordiant prepares for or provides
      to IBM as prime contractor (“ **Prime** ”)
      or to the Customer directly, as authorized by IBM in a Transaction Document.





**Enterprise** is any legal entity (such as a corporation) and the subsidiaries it owns by
      more
      than 50 percent.





**Euro
      Ready** means that the Products  and
      Materials provided under this Subcontractor Agreement when used in accordance
      with their associated documentation, and if specified in a particular Statement
      of Work as
      being Euro Ready ,
      are capable of correctly processing, providing and/or receiving data in the
      Economic Monetary Union or Euro denomination, provided that all products (for
      example, hardware, software, and firmware) used with the hardware provided
      under
      this Subcontractor Agreement properly and accurately exchange such data with
      it.








**Harmful
      Code** shall
      mean machine-readable instructions and data, including the original and all
      whole or partial copies, designed
      to intentionally disrupt a Program’s operations or intentionally destroy or
      damage a Program or data contained therein.





**Inventions** shall
      mean ideas, designs, concepts, techniques, inventions, discoveries or
      improvements, whether or not patentable, conceived or reduced to practice solely
      by one or more employees (and/or subcontractors) of one Party (" **Sole
      Invention** ")
      or jointly by one or more employees (and/or subcontractors) of one Party with
      one or more employees (and/or subcontractors) of the other Party (" **Joint
      Invention** ")
      as a result of activities under this Subcontractor Agreement.





**Materials** are literary works or other works of authorship (such as programs, program
      listings, documentation, reports, drawings and similar works) that Chordiant
      may
      deliver to IBM or to a Customer as part of a Service. The term “Materials” does
      not include Programs.




**Party** shall
      mean either IBM or Chordiant and **Parties** shall mean both IBM and Chordiant.





**Program** means Chordiant’s commercially available software and documentation required to
      install, support, use, and maintain it. The term does not include
      Materials.





**Service** is performance of a task such as project management, engineering, programming,
      consultation, education, training, installation, maintenance, site preparation,
      facilities management or operations support, or use of a resource (such as
      an
      informational database or a network and associated enhanced communication and
      support) that Chordiant makes available to IBM or to the Customer as authorized
      by IBM in a Transaction Document.





**Specified
      Operating Environment** is the IBM or third party equipment and Programs with which a Program is
      designed to operate, as described in the Program’s documentation.





**Subsidiary** is an entity that is owned or controlled directly or indirectly (by more than
      50% of its voting stock, or if not voting stock, decision-making power) by
      Chordiant or IBM.








**2.
      Subcontractor Agreement Structure**





**A.
      Transaction Documents.**





The
      following are examples of Transaction Documents, with examples of the
      information they may contain:


|1. | Statements
              of Work (as described in Section 2.B.
              herein);
|-- | -------------------------------------------------------------------------------------

|2. | Documents
              signed by local country Subsidiaries of the Parties acknowledging their
              agreement to be bound by the terms of this Subcontractor Agreement
              and
              incorporating the terms of this Subcontractor Agreement by
              reference;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Change
              Orders (changes to the Statement of
              Work);
|-- | -----------------------------------------------------------------------------







|4. | Invoices
              (item, quantity, price, and amount due);
|-- | ---------------------------------------------------------------




**B.
      Statements of Work**





This
      Subcontractor Agreement contemplates the execution of a Master Statement of
      Work
      and future execution of one or more Statements of Work for Programs or Services
      to be provided by Chordiant to IBM as Prime or to Customers in connection with
      the Combined Offering. The Statement of Work shall specify the information
      outlined below:





|1. | A
              reference to this Subcontractor
              Agreement;
|-- | ------------------------------------------------------------------------

|2. | A
              description, in reasonable detail, of the Services to be performed
              by
              Chordiant, including a description of any associated Deliverables that
              may
              be delivered; These descriptions may
              include:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | License
              supplements (quantity ordered, estimated shipment date, and other terms
              referenced in Exhibit 3);
|- | -------------------------------------------------------------------------------------------------------------------------------------

|· | Exhibits
              (eligible Programs by category, discounts schedules, and available
              contract periods);
|- | --------------------------------------------------------------------------------------------------------------------------

|3. | Contact
              names, addresses and telephone numbers;
|-- | -------------------------------------------------------------

|4. | If
              applicable, a description of expenses to be reimbursed by IBM, including
              the basis for such reimbursement;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

|5. | The
              maximum total expenditure authorized for such Statement of Work, which
              is
              understood to mean:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------

|a. | a
              dollar amount or time limit beyond which Chordiant may not invoice
              IBM for
              Services under a specific Statement of Work;
              and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. | a
              dollar amount or time limit beyond which Chordiant is not required
              to
              expend effort or provide Services under a specific Statement of Work
              without IBM’s prior written consent;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Estimated
              commencement and completion dates;
|-- | ----------------------------------------------------------

|7. | Inspection,
              test, acceptance or completion criteria, if
              applicable;
|-- | -----------------------------------------------------------------------------------------------

|8. | Shipping
              and invoicing instructions; and
|-- | ------------------------------------------------------

|9. | Signatures
              of each Party’s respective authorized
              representatives.
|-- | ---------------------------------------------------------------------------------------------







**C.
      Proposals.**





From
      time to time, IBM will be requested to submit a proposal to the Customer
      describing the details of the solution that IBM will provide to the Customer.
      As
      part of the proposal preparation, IBM and Chordiant will enter into a Statement
      of Work detailing Chordiant’s responsibilities under the proposed engagement.
      The Parties agree that the Statement of Work will only be effective in the
      event
      the Customer executes a contract to acquire the Combined Offering from IBM,
      and
      IBM issues a purchase order signifying authorization for Chordiant to provide
      Programs and/or Services to IBM or the Customer with respect to the Combined
      Offering.








**D.
      Conflicting Terms.**





If
      there is a conflict among the terms of the various documents, the
      order of precedence will be: 1) the terms of a Change Order; 2) the terms of
      a
      Statement of Work or other Transaction Document; 3) the terms of the Master
      Statement of Work; and 4) this Subcontractor Agreement.








**3.
      Responsibilities of the Parties**





**A.
      Mutual Responsibilities**





The
      Parties agree that under this Subcontractor Agreement:





|1. | each
              is an independent contractor, and that each is responsible for the
              supervision, direction and control of its respective
              personnel;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | neither
              may represent or act on behalf of the other, unless otherwise agreed
              to in
              writing;
|-- | -------------------------------------------------------------------------------------------------------------------------------------

|3. | neither
              grants the other the right to use its trademarks, trade names, service
              marks or other designation in any promotion or publication, without
              prior
              written consent;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | neither
              will disclose the terms of this Subcontractor Agreement, unless both
              Parties agree in writing to do so, or unless required by
              law;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | each
              is free to enter into similar agreements with others and to market
              its
              products and services to anyone;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | each
              will comply with the laws and regulations (such as import and export
              restrictions) applicable to this Subcontractor
              Agreement;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | all
              information exchanged is non-confidential, unless such information
              is
              deemed to be confidential pursuant to the terms of the Agreement for
              Exchange of Confidential Information (AECI). If either Party requires
              the
              exchange of confidential information, it will be made under the AECI
              signed by the Parties on March 27, 2002;
              and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.
      each grants the other only the licenses specified. No other licenses (including
      licenses under patents) are granted.








**B.
      Chordiant’s Other Responsibilities**





Chordiant
      will:





|1. | supply
              IBM with the Programs and/or Services specified in a Transaction Document
              if the Customer executes a prime contract with
              IBM;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | provide
              as requested to IBM and the Customer information which describes such
              terms as warranty, and licenses to Programs and Materials that will
              be
              delivered by Chordiant under a Statement of
              Work;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | not
              deal directly with the Customer on matters that directly relate to
              the
              prime contract with the Customer unless otherwise authorized by IBM
              in a
              Transaction Document.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | to
              notify IBM of any recurring charges that may apply beyond the duration
              of
              the prime contract and of IBM’s obligation to pay Chordiant, if any, for
              such recurring charges.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------










**C.
      IBM’s Other Responsibilities**





IBM
      agrees:





|1. | that
              the Programs and/or Services provided under this Subcontractor Agreement
              are not purchased for its own use or for remarketing (other than to
              the
              Customer). If it is required to deliver Programs and Services to another
              contractor for ultimate delivery to the Customer, it will ensure
              that:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a. | its
              obligations under this Subcontractor Agreement (including those within
              the
              AECI) are met; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------

|b. | no
              rights are granted to that contractor, other than to deliver the Programs
              or Services on its behalf;
|-- | -----------------------------------------------------------------------------------------------------------------------------------

|2. | that
              the licensing of Programs or the acquisition of Services relates solely
              to
              this Subcontractor Agreement and may not be used to determine attainment,
              discounts, or payments to it under any other agreement between the
              Parties;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | as
              applicable, to provide the Customer with a copy of the relevant Chordiant
              customer agreement as per Section 6.A., and statement of warranty upon
              transfer of the Programs and Materials, to the extent such customer
              agreements, licenses and statements of warranty are provided by Chordiant
              to IBM;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | to
              notify the Customer of any recurring charges that may apply beyond
              the
              duration of the prime contract and of the Customer’s obligation to pay
              Chordiant, if any for such recurring charges;
              and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | for
              non-Chordiant equipment or third party equipment that Chordiant supplies
              that is not warranted by Chordiant or the third party, to inform the
              Customer, in writing, that Chordiant or the third party does not warrant
              it.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Notify
              Chordiant of the (1) the planned date of submission of a proposal to
              a
              Customer; (2) acceptance of IBM’s proposal by the Customer; and (3) the
              final installation site of the Products.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







**4.
      Delivery**





Chordiant
      will deliver the Programs and Services in accordance with the delivery schedule
      provided in a Statement of Work or a Transaction Document. Delivery may be
      made
      by Chordiant directly or through a Subsidiary. If there are any problems with
      such delivery schedule, Chordiant will notify IBM within ten (10) working days
      after the problem becomes apparent, unless otherwise specified in a Transaction
      Document.





Chordiant
      will pay normal transportation charges for the Programs it ships.











**5.
      Prices, Payment to the Subcontractor**





The
      prices for the Programs and Services shall be as specified in a Statement of
      Work and/or Transaction Document. Chordiant may revise its prices within seven
      days prior to the planned date of submission of IBM's proposal to the Customer
      by written notice to IBM. IBM may price the Programs and Services to the
      Customer at whatever price it deems appropriate.





Invoices
      shall reference the applicable Statement of Work, this Subcontractor Agreement,
      any relevant Transaction Document, and purchase order number applicable to
      the
      Programs and/or Services specified in the Invoice. Payment to Chordiant will
      be
      set forth in the applicable Statement of Work and/or any relevant Transaction
      Document.





Payment
      of invoices will not be deemed acceptance of Programs, but rather such Programs
      will be subject to inspection, test, acceptance or rejection in accordance
      with
      the acceptance or completion criteria as specified in the relevant Statement
      of
      Work.





IBM
      agrees to provide Chordiant with valid reseller exemption documentation for
      each
      applicable taxing jurisdiction. Otherwise, Chordiant shall be entitled to charge
      all applicable state and local taxes or duties. IBM shall promptly notify
      Chordiant if such documentation is revoked or modified. IBM shall be liable
      for
      any claims or assessments that result from any taxing jurisdiction refusing
      to
      recognize its exemption.








**6.
      Programs**





**A.
      License.**





Programs
      are owned or licensed by Chordiant or one of its Subsidiaries or a Chordiant
      supplier and are copyrighted and licensed (not sold) to IBM or to the Customer. Chordiant
      license terms for the Programs as set forth in Exhibit 3 attached hereto will
      be
      provided directly to the Customer by IBM or Chordiant at IBM’s request. IBM is
      not a party to such license and is not liable to the Customer or Chordiant
      for
      any breach of its terms. To the extent that the Customer requires any
      modification or clarification to the Chordiant license terms, Chordiant agrees
      to negotiate in good faith directly with the Customer. Chordiant may, as
      required, amend the Program license terms contained in Exhibit 3 with at least
      thirty days prior written notice to IBM, except that Chordiant may not amend
      the
      terms contained in Exhibit 3 Section 5. Indemnity, Warranties, Remedies without
      IBM’s prior written consent, which consent shall not be unreasonably withheld.
      Chordiant may grant license rights to IBM in addition to those set forth
      elsewhere in this Subcontractor Agreement for the purpose of performing services
      under the Customer contract; such rights will be in accordance with the terms
      of
      the applicable Statement of Work.








**B.
      Warranty**





For
      each Program, Chordiant will, as applicable and if necessary as agreed between
      the Customer and Chordiant, specify any amendments or supplements to the terms
      contained in Exhibit 3, such as changes to the warranty period, in a Transaction
      Document.


If
      IBM determines that a Program needs to be Euro Ready for a specific Customer
      engagement, the Parties agree to negotiate the terms related to such Euro
      Ready ** warranty
      for that Customer at that time.





Chordiant
      warrants that Programs do not knowingly contain Harmful Code.





For
      each Program, Chordiant warrants for a period specified in Exhibit 3 or for
      a
      greater period, if any, as specified in a Transaction Document, from the date
      of
      delivery to the Customer that the Program as delivered by Chordiant, will
      substantially perform the functions described in the user guides and manuals
      for
      installation and use of the Program in all material respects when operated
      in
      the Specified Operating Environment. Provided that Customer or IBM gives
      Chordiant written notice of a breach of the foregoing warranty during the
      warranty period, Chordiant shall, as IBM’s and Customer’s sole and exclusive
      remedy, correct any reproducible errors that cause the breach of warranty in
      accordance with its technical support policies, or if Chordiant is unable to
      make the Program operate as warranted, Customer shall be entitled to terminate
      the Program license and Chordiant shall refund fees paid by IBM for the
      Program.





If
      Chordiant provides any Customer with a warranty more favorable than the
      foregoing warranty, the terms of the more favorable warranty will apply to
      IBM
      to the extent that IBM is acting on behalf of such Customer. Chordiant shall
      be
      deemed to have satisfied its warranty remedy obligations by providing such
      warranty remedy to **EITHER** IBM or the Customer.








**7.
      Services**





**A** . **Materials**





|1. | During
              a project, Chordiant may deliver Materials to IBM or the Customer,
              as
              specified in a Statement of Work.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The
              Statement of Work will specify if Materials are applicable to the project.
              If any such Materials are applicable, the applicable Statement of Work
              shall identify them as being either "Type I Materials,” "Type II
              Materials," “Type III Materials,” or otherwise as both Parties may agree.
              If not specified, Materials shall be deemed to be Type I Materials.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




a.
            Type
                I Materials are those created in performance of a Statement of Work
                in
                which IBM or (at IBM’s request) the Customer will have all right, title
                and interest (including ownership of copyright). Chordiant will retain
                one
                copy of the Materials. IBM grants to Chordiant: 1) an irrevocable,
                nonexclusive, worldwide, paid-up right to use, execute, reproduce,
                display, perform, distribute (internally





and
      externally) copies of, and prepare derivative works based on Type I Materials
      and 2) the right to authorize others to do any of the foregoing.





|b. | Type
              II Materials are those created in performance of a Statement of Work
              or
              otherwise (such as those that preexist the project) in which Chordiant
              or
              third parties have all right, title, and interest (including ownership
              of
              copyright). Chordiant will deliver one copy of the specified Type II
              Materials to IBM. Chordiant grants to IBM or (at IBM’s request) authorizes
              IBM to grant the Customer an irrevocable, nonexclusive, worldwide,
              paid-up
              license to use, execute, reproduce, display, perform, and distribute
              within the Customer’s Enterprise copies of Type II Materials. In the event
              IBM terminates this Subcontractor Agreement or a Statement of Work,
              then
              Chordiant agrees to grant and hereby grants IBM the same license granted
              above to the Customer and authorizes the creation of derivative works
              to
              enable IBM to complete, or have completed, Chordiant’s obligations to IBM.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|*c.* | Type
              III Materials are those created in performance of a Statement of Work
              in
              which Chordiant will have all right, title and interest (including
              ownership of copyright). IBM will retain one copy of the Materials.
              Chordiant grants to IBM: 1) an irrevocable, nonexclusive, worldwide,
              paid-up right to use, execute, reproduce, display, perform, distribute
              (internally and externally) copies of, and prepare derivative works
              based
              on Type III Materials and 2) the right to authorize others to do any
              of
              the foregoing.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The
      classifications and license rights described above are independent of any rights
      associated with Inventions as described in and pursuant to Section 8 below
      (Inventions).





|3. | Each
              Party agrees to reproduce the copyright notice and any other notice
              or
              legend of ownership on any copies made under the licenses granted in
              this
              Section. IBM agrees that it will require a Customer to reproduce the
              copyright notice and any other notice or legend of ownership on any
              copies
              of Type II or III licensed Materials.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. | IBM
              hereby consents to Chordiant accessing and using IBM's programs licensed
              to the Customer for purposes of Chordiant performing its obligations
              under
              a Statement of Work, without Customer or Chordiant being required to
              acquire additional licenses or incur a fee from IBM. Chordiant hereby
              consents to IBM accessing and using Chordiant's Programs licensed to
              the
              Customer for purposes of IBM fulfilling its obligations under a Statement
              of Work and under the contract between IBM and the Customer, without
              the
              Customer or IBM being required to acquire additional licenses or incurring
              a fee from Chordiant. In no event shall Chordiant’s or IBM’s permitted
              access, as the case may be, of the other Party’s program(s) as described
              herein, increase or otherwise change the scope or other limitation
              contained within the applicable Customer
              license.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Subject
      to the express limitations contained within Section 7.A.4 herein, in the event
      IBM provides Services (including but not limited to Services for purposes of
      demonstration,





evaluation,
      installation, implementation, customization, development, consulting, systems
      integration, outsourcing, and/or hosting Services for Customers) to Chordiant’s
      licensees, Chordiant authorizes IBM to run and use Chordiant’s Programs for the
      sole permitted purpose of providing such Services to Chordiant’s licensees. In
      addition, amd subject to the express terms and limitations of an applicable
      Chordiant license, neither IBM nor the Customer will be required to pay
      Chordiant any fees or additional license charges to transfer applicable
      Chordiant licenses to an IBM or third party computer system which is of like
      configuration as the computer system for which the particular Programs were
      licensed. Upon expiration or termination of the agreement to provide IBM’s
      Services to a Chordiant licensee, IBM’s right to use the Customer license to a
      Program to provide Services to such licensee will end .





|5. | The
              Parties agree that unless otherwise agreed to in a Statement of Work,
              derivative works of Chordiant’s Programs shall belong to Chordiant,
              irrespective of which Party made the derivative work. If Chordiant
              does
              not intend to make the derivative work available as part of its
              commercially available Program(s), then Chordiant grants to IBM or
              (at
              IBM’s request) to the Customer the license to use, execute, modify, and
              distribute such derivative work within the Customer’s enterprise. In the
              event Chordiant chooses to include the derivative work as part of the
              next
              release of the respective Program, the warranties associated with the
              license terms described in Exhibit 3
              apply.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







**B.
      Warranty**





Chordiant
      warrants that it will perform the Services using reasonable care and skill,
      and
      according to its current description (including any completion criteria)
      contained in a Statement of Work or other Transaction Document. To the extent
      that IBM determines that the Materials need to be Euro Ready for a specific
      Customer engagement, the Parties agree to negotiate the terms of such Euro
      Ready
      warranty for such Materials at that time.





IBM
      agrees that it must report any deficiencies of the Services to Chordiant in
      writing within ninety (90) days of performance of the Services in order to
      receive any warranty remedy.





Chordiant
      does not warrant uninterrupted or error-free operation of any Deliverable or
      Service. **THE
      WARRANTY PROVIDED HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF
      ANY
      KIND**  **EXPRESS
      OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS
      OF NONINFRINGEMENT, NONINTERFERENCE, MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE.**





**FOR
      ANY BREACH OF THE AFOREMENTIONED WARRANTY, IBM’S EXCLUSIVE REMEDY, AND
      CHORDIANT’S ENTIRE LIABILITY, SHALL BE THE REPERFORMANCE OF THE SERVICES. IF
      CHORDIANT IS UNABLE TO REPERFORM THE SERVICES AS WARRANTED, IBM SHALL BE
      ENTITLED TO RECOVER THE FEES PAID TO CHORDIANT FOR THE DEFICIENT
      SERVICES.**








**8.
      Inventions**





Inventions
      will be treated as follows:





1.  Sole Inventions and all patent applications filed therefor and all patents
      issued thereon, shall be the sole and exclusive property of the inventing Party
      subject to a non-exclusive, worldwide, irrevocable, nontransferable and fully
      paid-up license to the other Party which is hereby granted to make, have made,
      use, have used, lease, offer for sale, sell, import and/or otherwise transfer
      any product and to practice and have practiced any method.





2.  The
      inventing Party shall identify all countries in which it will seek patent
      protection for each Sole Invention. The inventing Party authorizes the other
      Party to act as its agent in obtaining patent protection for the Invention
      in
      countries where the inventing Party does not seek patent protection and will,
      at
      the other Party's expense, assist in the filing of patent applications on such
      Inventions and have required documents signed. Such patents shall be the sole
      property of the inventing Party subject to the license herein granted in Section
      8.1.











3.   All
      Joint Inventions shall be jointly owned, title to all patents issued thereon
      shall be joint, all expenses (including those related to preparation,
      prosecution and maintenance) shall be jointly shared (except as provided below),
      and each Party shall have the right to non-exclusively license third parties
      thereunder without accounting to the other Party. Where one Party elects not
      to
      share equally in the expenses for a Joint Invention, the other Party shall
      have
      the right to seek or maintain such protection for such Joint Invention at its
      own expense, and shall have full control over its preparation, prosecution
      and
      maintenance, even though title to any issuing patent will be held
      jointly.







4.  Each
      Party grants the other only the licenses and rights expressly specified in
      this
      Subcontractor Agreement and Statements of Work hereunder. Except as may be
      provided in other written agreements between the Parties, no other licenses
      or
      rights (including, without limitation, licenses or rights under patents,
      trademarks or copyrights) are granted either directly or indirectly, by
      implication, estoppel or otherwise under this Subcontractor
      Agreement.





**9.
      Patent and Copyright Indemnification**





If
      a third party claims that a Deliverable that Chordiant provides to IBM or to
      the
      Customer infringes that third party’s patent or copyrights, or misappropriates
      that third party’s trade secrets, regardless of whether that third party had
      made such claim against IBM or a Customer which has been provided a Deliverable
      that is the basis of the infringement or misappropriation claim, Chordiant
      will
      defend IBM or its Customer against that claim at Chordiant’s expense and shall
      pay all costs, damages, and attorney's fees that a court finally awards, or
      that
      are included in a settlement approved by Chordiant, provided that IBM or its
      Customer (as applicable):


|1. | promptly
              notifies Chordiant in writing of the
              claim;
|-- | --------------------------------------------------------------------------------







|2. | allows
              Chordiant to control and cooperates with Chordiant in the defense and
              any
              related settlement negotiations, provided that any such settlement
              does
              not adversely affect IBM.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




If
      such a claim is or is likely to be made, Chordiant will, at its own expense,
      exercise the following remedies in any order selected by Chordiant: (i) obtain
      for IBM and the Customer the right to continue to use, sell and license the
      Deliverables consistent with this Subcontractor Agreement; (ii) modify
      Deliverables so they are non-infringing and in compliance with this Agreement;
      (iii) replace the affected Deliverables with non-infringing ones that comply
      with this Subcontractor Agreement; or if after attempting to exercise (i),
      (ii)
      and (iii), none of these are commercially reasonable, then it shall accept
      the
      return of infringing Deliverable(s) and refund any amount paid for such
      infringing Deliverable(s).   Chordiant
      may accept the first of remedies (i), (ii) or (iii), in whichever order it
      may
      select, that it may obtain and need not pursue the others.





This
      is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy
      regarding any claim of patent or copyright infringement or trade secret
      misappropriation. Chordiant’s obligations and responsibilities with respect to
      the Customer are subject to all the conditions, limitations and restrictions
      contained in this Section 9, and no terms and conditions in the prime contract
      between IBM and the Customer can expand Chordiant’s obligations and
      responsibilities hereunder.





Claims
      for which Chordiant is not responsible:


|**1.** | IBM's
              or the Customer’s modification of a Deliverable, or a Deliverable’s use in
              other than its Specified Operating Environment when the claim would
              not
              have occurred but for such modification or
              use;
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**2.** | the
              combination, operation, or use of a Deliverable with any products not
              provided by Chordiant as a system, or not in accordance with the
              Deliverable’s specifications, or the combination, operation or use of a
              Deliverable with any product, data, business method or apparatus that
              Chordiant did not provide or specify, when the claim would not have
              occurred but for such combination, operation or use;
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**3.** | IBM’s
              or the Customer’s failure to install a Chordiant-supplied update or
              upgrade, when the claim would not have occurred but for such failure;
              or
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**4.** | infringement
              by a non-Chordiant Deliverable alone, when the claim would not have
              occurred but for such non-Chordiant
              Deliverable.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------







If
      a third party claims that a deliverable provided by IBM to IBM’s Customer which
      includes a Chordiant Deliverable infringes that third party’s patent or
      copyright, or misappropriates that third party’s trade secrets, IBM will defend
      Chordiant against that claim at IBM’s expense and shall pay all costs, damages,
      and attorney's fees that a court finally awards, or that are included in a
      settlement approved by IBM, provided that Chordiant:





1.  promptly
      notifies IBM in writing of the claim; and








2.
            allows
                IBM to control and cooperates with IBM in the defense and any related
                settlement negotiations, provided that any such settlement does not
                adversely affect Chordiant;








IBM’s
      foregoing obligation to defend shall only apply 1) if the IBM deliverable
      without combination with the Chordiant Deliverable is the sole cause of the
      infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s
      failure to install a Chordiant-supplied update or upgrade and IBM’s obligation
      to defend shall not apply if the combination, operation or use of the Chordiant
      Deliverable in the IBM deliverable is in accordance with the documentation
      or
      specifications for the Chordiant Deliverable or the combination was made with
      the written approval of Chordiant.








**10.
      Limitation of Liability**





Circumstances
      may arise, where, because of a default or other liability, one of the Parties
      is
      entitled to recover damages from the other. In each such instance, regardless
      of
      the basis on which damages can be claimed, the following terms apply as the
      exclusive remedy.





**A.
      Chordiant’s Liability**





Chordiant
      is responsible for:





|1. | applicable
              Chordiant payments referred to in the Patent and Copyright Indemnification
              section above;
|-- | --------------------------------------------------------------------------------------------------------------------------------

|2. | bodily
              injury (including death), and damage to real property and tangible
              personal property caused by Chordiant Products or Services;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | any
              damages resulting from a breach of the AECI existing between the Parties;
              and
|-- | -------------------------------------------------------------------------------------------------------------

|4. | the
              amount of any other actual loss or damage, up to the greater
              of:
|-- | ------------------------------------------------------------------------------------------------

|a. | $100,000
              or
|-- | -------------------------

|b. | the
              charges (if recurring, 12 months’ charges apply)**for
              the Program or Service that is the subject of the claim. This limit
              also
              applies to any of Chordiant’s subcontractors or Program developers. It is
              the maximum for which Chordiant, its subcontractors and its Program
              developers are collectively responsible.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Items
      for Which Chordiant is Not Liable





Under
      no circumstances is Chordiant liable for any of the following:





|1. | third-party
              claims against IBM for losses or damages (other than those under the
              first
              two items listed above);
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | loss
              of or damage to records or data; or
|-- | ------------------------------------------------------

|3. | economic
              consequential damages (including lost profits or savings) loss of
              business, revenue, goodwill, or anticipated savings or incidental damages
              (collectively, “**Consequential
              Damages**”),
              or punitive damages, even if advised that any of these
              types
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




of
      damages may occur; provided, however, notwithstanding the foregoing, Chordiant
      shall be liable for Consequential Damages associated with Chordiant’s
      infringement or violation of IBM's intellectual property rights.





**B.
      IBM’s Liability**





IBM
      is responsible for:





|1. | applicable
              IBM payments referred to in the Patent and Copyright Indemnification
              section above
|-- | -------------------------------------------------------------------------------------------------------------------------

|2. | bodily
              injury (including death), and damage to real property and tangible
              personal property caused by IBM’s Products or Services;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | any
              damages resulting from a breach of the AECI existing between the Parties;
              and
|-- | -------------------------------------------------------------------------------------------------------------

|4. | the
              amount of any other actual loss or damage, up to the greater
              of:
|-- | ------------------------------------------------------------------------------------------------

|a. | $100,000
              or
|-- | -------------------------

|b. | the
              charges (if recurring, 12 months’ charges apply) for the Program or
              Service that is the subject of the claim. This limit also applies to
              any
              of IBM’s subcontractors or program developers. It is the maximum for which
              IBM, its subcontractors and its program developers are collectively
              responsible.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Items
      for Which IBM is Not Liable





Under
      no circumstances is IBM liable for any of the following:





|1. | third-party
              claims against Chordiant for losses or damages (other than those under
              the
              first item listed above);
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | loss
              of or damage to records or data; or
|-- | ------------------------------------------------------

|3. | economic
              consequential damages (including lost profits or savings) loss of
              business, revenue, goodwill, or anticipated savings, or incidental
              damages
              (collectively, “**Consequential
              Damages**”),
              or punitive damages, even if advised that any of these types of damages
              may occur; provided however, notwithstanding the foregoing, IBM shall
              be
              liable for Consequential Damages associated with IBM’s infringement or
              violation of Chordiant’s intellectual property
              rights.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







**11.
      Term and Termination**





The
      term of this Subcontractor Agreement shall be three (3) year(s) from the date
      hereof. This Subcontractor Agreement may be extended upon conclusion of the
      term
      by agreement of the Parties.





Either
      Party may terminate this Subcontractor Agreement upon a material breach by
      the
      other Party. The terminating Party shall give the other Party written notice
      of
      the basis for termination and the other Party shall have 30 days in which to
      cure the default or, if 30 days is deemed inadequate by the breaching Party,
      the
      non-breaching Party may mutually agree in writing to an





acceptable
      cure plan and time period for cure with the other Party. If the default has
      not
      been cured within the 30-day period or substantial progress toward a cure has
      not been made within the mutually agreed to cure period, the non-breaching
      Party
      may terminate this Subcontractor Agreement upon a second notice at the end
      of
      the 30-day period or the mutually agreed to period, whichever is applicable.





Either
      Party may terminate this Subcontractor Agreement for convenience upon not less
      than 60 days prior written notice.





In
      the event this Subcontractor Agreement terminates any Statements of Work then
      in
      effect will continue until all work thereunder is performed, unless such
      Statement of Work is earlier terminated as provided herein or in the Statement
      of Work. Unless otherwise provided in a Statement of Work, IBM may terminate
      a
      Statement of Work, in whole or in part, providing 30 days’ prior written notice
      to Chordiant specifying the extent to which the performance of work is
      terminated and the date upon which such termination becomes effective. Upon
      notice of termination, Chordiant will stop performance under the applicable
      Statement of Work, and IBM agrees to pay Chordiant for the actual and reasonable
      expenses incurred by Chordiant for work in progress up to and including the
      date
      of termination, provided Chordiant uses reasonable efforts to mitigate IBM’s
      liability.





Any
      terms of this Subcontractor Agreement which by their nature extend beyond its
      termination remain in effect until fulfilled, and apply to respective successors
      and assignees.





**12.
      General**





**A.
      Assignment**





Neither
      Party will assign their rights or delegate or subcontract their duties under
      this Subcontractor Agreement to third parties without the prior written consent
      of the other Party, such consent not to be withheld unreasonably. However,
      this
      Subcontractor Agreement may be assigned by either party in conjunction with
      the
      sale of a substantial part of its business utilizing this Subcontractor
      Agreement. Any unauthorized assignment of this Subcontractor Agreement is void.





**B.
      Force Majeure**





Neither
      Party will be considered in default or liable for any delay or failure to
      perform any provision of this Subcontractor Agreement if such delay or failure
      arises directly or indirectly out of an act of God, acts of the public enemy,
      freight embargoes, quarantine restrictions, unusually severe weather conditions,
      insurrection, riot, and other such causes beyond the reasonable control of
      the
      Party experiencing the delay or failure to perform (excluding labor disputes
      affecting a Party and its suppliers, contractors and subcontractors), provided
      the affected Party notifies the other Party as soon as is reasonably
      practicable.








**C.
      Limitation of Actions**





Neither
      Party will bring a legal action under this Subcontractor Agreement more than
      two
      years after the cause of action arose unless otherwise provided by local law
      without the possibility of contractual waiver or limitation.





**D.
      Governing Law**





The
      Parties consent to the application of the laws of the country in which the
      transaction is executed and performed, to govern, interpret, and enforce all
      of
      each Party’s rights, duties, and obligations arising from, or relating in any
      manner to, the subject matter of this Subcontractor Agreement, without regard
      to
      conflict of law principles. In the United States, this Subcontractor Agreement
      shall be governed, interpreted and enforced in accordance with the laws of
      the
      State of New York. The Parties expressly waive any right to a jury trial
      regarding disputes arising under or related to this Subcontractor Agreement.
      The
      United Nations Convention on Contracts for the International Sale of Goods
      does
      not apply.





**E.
      Electronic Commerce**





The
      Parties will conduct transactions via an electronic commerce approach under
      which the Parties will electronically transmit and receive purchase orders,
      invoices, and payments. Such electronic communications are acceptable as a
      signed writing to the extent permissible under applicable law. An identification
      code (called a “ **user
      ID** ”)
      contained in an electronic document is sufficient to verify the sendor’s
      identify and the document’s authenticity. Any conflicting or additional terms,
      that are preprinted or standard form in nature, of any purchase order,
      acknowledgment or other ordering document submitted by either Party shall be
      null and void.





**F.
      Insurance**





During
      the term of this Agreement and any Statement of Work entered into under this
      Subcontractor Agreement, the Parties shall maintain insurance coverage
      sufficient to fulfill their respective obligations under this Subcontractor
      Agreement.





**G.
      Data Privacy**





Chordiant
      agrees to allow IBM and entities within its Enterprise to store and use
      Chordiant’s contact information, including names, phone numbers, and e-mail
      addresses, anywhere it does business. Such information will be processed and
      used in connection with IBM’s business relationship, and may be provided to
      contractors, Business Partners, and assignees of IBM and entities within its
      Enterprise for uses consistent with its collective business activities,
      including communicating with Chordiant (for example, for processing orders,
      for
      promotions, and for market research).








**H.
      Severability**





In
      the event that any provision of this Subcontractor Agreement is held to be
      invalid or unenforceable, the remaining provisions of this Subcontractor
      Agreement remain in full force and effect. ****





**I.** **Survival**





Those
      terms which by their nature extend beyond the terms of this Subcontractor
      Agreement will remain in effect after the termination of this Subcontractor
      Agreement until fulfilled **,** and
      apply to both of our respective successors and assignees **.**





**J.
      Territory**





The
      territory for this Subcontractor Agreement shall be limited to North America.
      Any changes to the territory shall be mutually agreed between the Parties in
      writing through an amendment to this Subcontractor Agreement. Additional terms
      applicable to transactions within specific countries are contained in Attachment
      A - Master Agreement for Subcontracted Services - Country Unique Terms, attached
      hereto and hereby made part of this agreement by reference.





**K.
      Entire Agreement**





This
      Subcontractor Agreement and its applicable Attachments and Exhibits are the
      complete agreement regarding these transactions, and replace any prior oral
      or
      written communications between the Parties. If any term in this Subcontractor
      Agreement is found by competent judicial authority to be unenforceable in any
      respect, the validity of the remainder of this Subcontractor Agreement will
      be
      unaffected, provided that such unenforceability does not materially affect
      the
      Parties’ rights under this Subcontractor Agreement. This Subcontractor Agreement
      may only be amended or modified by a writing signed by both Parties.





By
      signing below, both Parties agree to the terms of this Subcontractor
      Agreement. **** Once
      signed, any reproduction of this Subcontractor Agreement by any reliable means
      (for example, photocopy or facsimile) is in all respects equivalent to an
      original unless prohibited by local law.





International
      Business Machines Corporation  Chordiant
      Software, Inc.







By: ___/s/
      Danielle Wexler __________  By: ___/s/
      Steve Vogel _______________


Name:
      Danielle Wexler     Name:
      Steve Vogel


Title:
      Procurement Alliance Relationship   Title:
      Chief Financial Officer


Manager


Date:  June
      14, 2002      Date:
      June 13, 2002














**Exhibit
      1**


**Chordiant’s
      Core Competencies**








**Description
      of Combined Offering** **:**


Chordiant
      5 - Enterprise Desktop initiative: Chordiant provides a
      real-time Single Entry & Validation Point for Multiple Products, Channels
& Companies. A joint initiative will include the
      redesign of business processes around Chordiant products, interfaces to existing
      (or new) legacy systems, and EAI middleware solutions and products. Products
      will include Chordiant 5 JX products. Customization of web pages, edits,
      business rules, and workflow procedures are common to accommodate client
      specific business and product differences. Chordiant software enhancements
      may
      be required occasionally. The initiative will include IBM Hardware and Software
      for the installation and operation.








**Programs:**


|· | Chordiant
              5 Marketing Director (Online Marketing Director, Mobile Marketing
              Director, Marketing Optimiser, One
              Reporting);
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Chordiant
              5 Selling & Services (Call Center Advisor, Branch Advisor, Web
              Advisor, Mobile Advisor);
|- | ------------------------------------------------------------------------------------------------------------------------------

|· | Chordiant
              5 Enterprise Platform (Foundation Server, Rules Server, Knowledge Server,
              Collaboration Server, Connection Server)
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------




**Machines:** N/A





**Services:** Chordiant Consulting Services related to Chordiant solutions,
      including





Business
      Analyst


Chordiant
      Technical/Solution Architect


Java
      Lead Developer


Chordiant
      CTI, WorkFlow, Rules specialist


Technical
      Trainer





The
      core Chordiant Competency is Chordiant Technical Solution Architect with
      in-depth knowledge of Chordiant software solutions and architecture, with a
      key
      focus on Gap Analysis and Quality Assurance of the implementation of the
      Chordiant software in the overall solution. E-business Specialist and Developers
      will be required where enhancements to the base software are required.
      Additional services (for client customization outside the core software) overlap
      IBM Competencies for e-business and will be utilized for (1) knowledge transfer
      on initial projects, and (2) staff augmentation.





**Exhibit
      2**


**IBM’s
      Core Competencies**







**Description
      of Combined Offering** **:**


Chordiant
      5 - Enterprise Desktop initiative: Chordiant provides a
      real-time Single Entry & Validation Point for Multiple Products, Channels
& Companies. A joint initiative will include the
      redesign of business processes around Chordiant products, interfaces to existing
      (or new) legacy systems, and EAI middleware solutions and products. Products
      will include Chordiant 5 JX products. Customization of web pages, edits,
      business rules, and workflow procedures are common to accommodate client
      specific business and product differences. Chordiant software enhancements
      may
      be required occasionally. The initiative will include IBM Hardware and Software
      for the installation and operation.





**Programs:**


MQ
      Series


MQSI


MQWorkflow


MQ
      FSE


CrossWorlds


WebSphere


VA
      Java





**Machines:**


NT


RS/6000


Mainframe





**Services:**


Strategy
      and Change Consulting


E-Business
      Services


Project
      Management Office Services


Enterprise
      Application Integration Services


Testing
      Services


Performance
      / Benchmarking Testing


IBM
      Software Training


IBM
      Insurance Application Architecture License and Services





**ATTACHMENT
      A**


**Master
      Agreement for Subcontracted Services**


**Country
      Unique Terms**





The
      terms of this Subcontractor Agreement and any subsequent Statements of Work
      apply for all countries except that the following terms are country amendments
      which replace or modify terms for the identified country. All terms which are
      not changed by these Amendments remain in effect.





**1.0**  ***Governing
      Law***





**1.1**  **Section
      13.D**





*The
      following replaces this section as it applies for those countries identified
      in
      bold print below:*





Both
      Chordiant and IBM consent to the application of the laws of the country in
      which
      the transaction is performed to govern, interpret, and enforce all of your
      and
      IBM’s rights, duties, and obligations arising from, or relating in any manner
      to, the subject matter of this Subcontractor Agreement, without regard to
      conflict of law principles **.** However,
      the phrase “the laws of the country in which the transaction is performed" is
      replaced by the following phrases 1) “the laws of Austria” **** **in**  **Albania,
      Armenia, Azerbeijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Georgia,
      Hungary, Kazakhstan, Kyrghystan, FYR Macedonia, Moldavia, Poland, Romania,
      Russia, Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine,
      Uzbekistan** , **and
      FR Yugoslavia** ;
      2) “the laws of the State or Territory in which the transaction is performed” **in
      Australia** ;
      3) “the laws of France” **in
      Algeria, Benin, Burkina Faso, Cameroon, Cape Verde** , **Central
      African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic
      of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon,
      Gambia,**  **Guinea** , **Guinea-Bissau,
      Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco,
      New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo,
      Tunisia** , **Vanuatu,
      and Wallis & Futuna** ;  4)
      “the laws in the Province of Ontario” **in
      Canada** ;
      5) “the laws of Finland” **in Estonia, Latvia, and Lithuania** ; **** 6)
      “the laws of England” **in
      Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan,
      Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan,
      Qatar, Rwanda, Sao Tome, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda,
      United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and
      Zimbabwe** ;
      7) “the laws of the State of New York, United States of America” **in Cambodia,** **** **Laos,** **** **the
      United States of America, and Vietnam;** 8)
      “the laws of the State of New York, United States of America (except when local
      law requires otherwise”) **in**  **the**  **People’s
      Republic of China** ;
      and 9) “the laws of Hong Kong Special Administrative Region of China” **in**  **Hong
      Kong, Macau, and Taiwan** .











**6.0**  ***NORTH
      AMERICA***





**6.1**  **CANADA**





**6.1.1**  **Section
      11.A.** *Limitation of Liability*





*The
      following replaces item 2:*





damages
      for bodily injury (including death) and physical harm to real property and
      tangible personal property caused by Chordiant’s negligence;
      and








**6.1.2**  **Section
      11.B.** *Limitation of Liability*





*The
      following replaces item 2:*





damages
      for bodily injury (including death) and physical harm to real property and
      tangible personal property caused by IBM’s negligence; and








**6.3**  **UNITED
      STATES OF AMERICA**





**6.3.1**  **Section
      6.A.** *Title*





*The
      following replaces the second and third sentences of the first
      paragraph:*





Transfer
      of title occurs when the Machine is shipped. However, Chordiant reserves a
      purchase money security interest in the Machine until it receives the amounts
      due. For a feature, conversion, or upgrade involving the removal of parts which
      become Chordiant’s property, Chordiant reserves the security interest until it
      receives the amounts due and the removed parts. ****





**6.3.2**  **Section
      6.C.**  *Limitation of Warranty*





*The
      following paragraph is added to this Section:*





If
      a Machine is subject to federal or state consumer warranty laws, Chordiant’s
      statement of limited warranty included with the Machine applies in place of
      these Machine warranties.