Exhibit 10.1



August 8, 2006 



Dear Rob:

This letter sets forth the terms of the separation agreement (the "Agreement")
that Chordiant Software, Inc. (the "Company") is offering to you to aid in your
employment transition. 


    1. Separation Date. As of August 8, 2006, you hereby
resign from any officer or director positions that you hold with the Company
and/or any of its subsidiaries (including your positions as President, Worldwide
Field Operations), and the Company hereby accepts such resignations. Between
today and December 31, 2006 or such earlier date as you become employed by
another employer or otherwise elect to leave the Company (the "Separation
Date"), you will remain an employee of the Company. During the period from and
after the date of this Agreement to the Separation Date (hereinafter the
"Transition Period"), and during the period from the Separation Date through the
period you are receiving payments under Section 3(a) below, you agree to
cooperate with Company in the transition of your responsibilities to such
individuals as Company shall designate. Through the Transition Period unless
Company otherwise determines in its sole discretion, you shall continue to
provide services as an active employee of Company and shall work on a full-time
schedule and perform any and all work assigned by management to the best of your
abilities. Notwithstanding the foregoing, after September 30, 2006, the Company
agrees that you may seek other employment opportunities and the Company shall
accommodate your efforts to do so consistent with its business needs. You agree
that during the Transition Period you shall take no action contrary to the best
interests of Company, shall fully comply with Company policies and the
reasonable directives of management in connection with the transition services
and use of company facilities and shall do nothing to disrupt the work
environment or to undermine the Company's management and the Company may
terminate your employment prior to the Separation Date if you fail to observe
these obligations and such failure continues for five (5) days after written
notice thereof. You will have access to the Company's email and voicemail
systems through the Separation Date. 

    2. Accrued Salary and Vacation Pay. On the
Separation Date, the Company will pay you all accrued salary and all accrued and
unused vacation (if any) earned by you through the Separation Date, less
standard payroll deductions and withholdings. You are entitled to these payments
by law. 

    3. Severance Benefits. The Company will provide you
with the following severance benefits subject to the terms and conditions set
forth below:

        a. Post Termination Payments.
Upon execution and delivery of this Agreement by you, and expiration of the
applicable revocation period without revocation, you shall commence receiving
separation pay after the Separation Date. Such payments shall be paid in the
same amounts ($14,583.33 bi-monthly payments based on an annual salary of
$350,000) and on the same schedule as you previously received your regular pay.
If you commence employment with another employer before December 31, 2006 then
such payments will continue for sixty (60) days from the Separation Date unless
you violate the terms of this Agreement, at which time the obligation to make
such payments shall immediately cease. If you terminate your employment with
Chordiant on December 31, 2006 then such payments shall continue through the
earlier of June 30, 2007 or such date as you commence employment with another
employer, unless you violate the terms of this Agreement, at which time the
obligation to make such payments shall immediately cease.

        b. Bonuses. Your quarterly
bonus target is $125,000 per quarter for the June, September and December
quarters of calendar 2006. If you earn your bonus(es) for the June and September
quarter of the 2006 fiscal year under the terms of the Chordiant Fiscal Year
2006 Executive Incentive Bonus Plan (the "Executive Plan") and under the terms
of the Executive Plan and under the Chordiant Fiscal Year 2006 Special
Profitability Bonus (the "Profitability Bonus") for President, Worldwide Field
Operations, then the Company will pay you such bonus(es), subject to the terms
and conditions set forth in the Executive Plan and the Profitability Bonus..
Your bonus for the December quarter of 2006 will be determined under the same
terms and condition as were applicable to you under the Executive Plan for
fiscal 2006 provided that the revenue, bookings and expense management goals for
the December quarter will be as have been described to you and provided further
that there will be a 200% cap on the amount that can be paid to you for the
December quarter. If you terminate your employment with Chordiant prior to
December 31, 2006, then the bonus payable to you for the December quarter will
be pro rated based on the number of days in such quarter during which you were
employed by the Company. All such bonuses shall be paid at the same time as
other bonuses for such quarter are paid to the Company's executives but in any
event not later than sixty (60) days after the end of the quarter for which it
is attributable. For purposes of clarity, a "Booking" under the Executive Plan
shall be net of any amounts paid or payable to a sales agent or systems
integrator as a finders fee or any similar payment.

        c. Additional Conditions. As
further conditions to your receiving the severance benefits set forth in this
section 3, (i) you are required to remain an employee of the Company until
September 30, 2006, (ii) you will, within five (5) days written notice thereof,
cure any failure to assist in the transition of the Chordiant Field Organization
to new management as determined by Chordiant's CEO including the transition of
the following customer accounts to the new account management: Citi, Capital
One, Wachovia, CIBC, USAA, TWC and TCS, (iii) you are required to refrain from
actively soliciting potential employers for your future employment until October
1, 2006, (iv) you are required to continue to comply through the Separation Date
with the Company's Code of Conduct and Ethics, a copy of which is attached as
Exhibit A hereto, (v) you are required to execute on or before October 15, 2006
the representation letter in the form that has been provided to you relating to
the three and twelve month period ending September 30, 2006 quarter subject to
any additional clarifying comments as are required to make such letter accurate
but without reducing your obligation to conduct a diligent review of the matters
addressed in such letter and to fully disclose your knowledge of such matters,
(vi) the representations made in each representation letter you submitted during
and for fiscal 2006, were true when made and (vii) you agree that you will not
take any action nor make any statement that could be detrimental to the
Company's current or pending contractual relationships with its customers.

        d. Tax Issues. You acknowledge
your responsibility for any and all taxes due with respect to the sums paid
under this Agreement, and represent that you have had an opportunity to receive
independent advice concerning your tax obligations, and state that you have not
relied upon representations or advice, if any, of Company or its counsel
concerning the taxable or nontaxable nature of the sums payable hereunder.

    4. Health Insurance. You will continue to receive
health insurance benefits under the Company's group plans, as currently
enrolled, through the Separation Date. After this date, and to the extent
provided by the federal COBRA law or, if applicable, state insurance laws, and
by the Company's current group health insurance policies, you will be eligible
to continue your group health insurance benefits at your own expense. Later, you
may be able to convert to an individual policy through the provider of the
Company's health insurance, if you wish. You will be provided with a separate
notice describing your rights and obligations under the applicable state and/or
federal insurance laws. As an additional severance benefit, if you sign the
Separation Date Release and allow that release to become effective, then the
Company will, for six (6) months after the Separation Date, reimburse you for
premium payments sufficient to continue your group health insurance coverage at
the level in effect as of the Separation Date (including dependent coverage, if
any); provided, however, that your right to such payments shall cease on the
date that you become eligible for group health insurance benefits through a new
employer. You agree to promptly notify the Company's Chief Executive Officer in
writing if you become eligible for group health insurance coverage through a new
employer during the reimbursement period.

    5. Equity. Pursuant to the terms of the governing
documents, your Company stock options and shares of restricted stock will cease
vesting as of the Separation Date. Your rights to exercise any vested option
shares shall be governed by the terms and conditions of the applicable option
agreements and plan documents.    

    6. No Other Compensation or Benefits. You
acknowledge that, except as expressly provided in this Agreement, you have not
earned and will not receive from the Company any additional compensation,
outplacement, legal fee reimbursement, severance, or benefits relating to or
arising from your employment with the Company, after the Separation Date, with
the exception of any vested right you may have under the express terms of a
written ERISA-qualified benefit plan (e.g., 401(k) account). By way of example,
you acknowledge that you are not owed any bonus, incentive compensation, or
commissions, except as may be expressly provided herein. 

    7. Expense Reimbursement. You agree that, within
thirty (30) days after the Separation Date, you will submit your final
documented expense reimbursement statement reflecting all business expenses you
incurred through the Separation Date, for which you seek reimbursement. The
Company will reimburse you for such expenses pursuant to its regular business
practice.

    8. Return of Company Property. You agree to fulfill
your obligation to return to the Company on or before the Separation Date all
Company documents (and all copies thereof) and other Company property in your
possession or control, including, but not limited to, Company files, notes,
correspondence, memoranda, notebooks, drawings, records, reports, lists,
compilations of data, proposals, agreements, drafts, minutes, studies, plans,
forecasts, purchase orders, business cards and stationery, financial and
operational information, technical and training information, research and
development information, customer information and contact lists, sales and
marketing information, personnel information, vendor information, promotional
literature and instructions, product and manufacturing information,
computer-recorded information, electronic information (including e-mail and
correspondence), other tangible property and equipment (including, but not
limited to, computer equipment, facsimile machines, and cellular telephones),
credit cards, entry cards, identification badges and keys; and any materials of
any kind that contain or embody any proprietary or confidential information of
the Company (and all reproductions thereof in whole or in part). You agree that
you will immediately make a diligent search to locate any such documents,
property and information. In addition, if you have used any personal computer,
server, or e-mail system to receive, store, prepare or transmit any Company
confidential or proprietary data, materials or information, you agree to
immediately provide the Company with a computer-useable copy of all such
information and then permanently delete and expunge such Company confidential or
proprietary information from those systems; and you agree to provide the Company
access to your system as reasonably requested to verify that the necessary
copying and/or deletion is completed. Your timely return of all such Company
documents and other property is a precondition to your receipt of the severance
benefits provided under this Agreement.

    9. Proprietary Information Obligations. You
acknowledge your continuing obligations under your Proprietary Information and
Inventions Agreement (the "Proprietary Information Agreement"), a copy of which
is attached hereto as Exhibit B including the obligation not to solicit existing
employees of the Company to leave their employment with the Company contained in
Section 4 of the Proprietary Information Agreement.

    10. Non-Compete. Following the termination of your
employment with the Company, you agree that until June 30, 2007, you will not,
directly or indirectly, be engaged in or financially interested in, as a
principal, partner, director, officer, agent, consultant, or otherwise provide
sales or marketing services to any of the following companies, anywhere in the
world: (Pega, Unica, Fidelity, SAP, Amdocs, SEEC, Inc.) nor shall you solicit or
attempt to solicit any customer of the Company in connection with any such
business. You warrant and represent to Company that your experience and
capabilities are such that the provisions of this paragraph will not prevent you
from earning a livelihood. Nothing in this Section shall prohibit you from
owning as a passive investor up to one percent (1%) of the outstanding stock in
any of the aforementioned companies. 

    11. No Voluntary Adverse Action. You agree that you
will not voluntarily (except in response to legal compulsion) assist any third
party in bringing or pursuing any proposed or pending litigation, arbitration,
administrative claim or other formal proceeding against the Company, its parent
or subsidiary entities, affiliates, officers, directors, employees or agents.


    12. Cooperation. You agree to cooperate fully with
the Company in connection with its actual or contemplated defense, prosecution,
or investigation of any claims or demands by or against third parties, or other
matters, arising from events, acts, or failures to act that occurred during the
period of your employment by the Company. Such cooperation includes, without
limitation, making yourself available to the Company upon reasonable notice,
without subpoena, to provide complete, truthful, and accurate information in
witness interviews and deposition and trial testimony. The Company will
reimburse you for reasonable out-of-pocket expenses you incur in connection with
any such cooperation (excluding forgone wages or other compensation) and will
make reasonable efforts to accommodate your scheduling needs. In addition, you
agree to execute all documents (if any) necessary to carry out the terms of this
Agreement.

    13. No Admissions. Nothing contained in this
Agreement shall be construed as an admission by you or the Company of any
liability, obligation, wrongdoing or violation of law.

    14. General Release. For good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, I,
Robert U. Mullen do hereby release and absolutely and forever discharge the
Company, its past and present officers, managers, members, shareholders,
administrators, agents, attorneys, employees, contractors, and assigns
(collectively referred to as the "Releasees"), from any and all suits, claims,
demands, debts, sums of money, damages, interest, attorneys' fees, expenses,
actions, causes of action, judgments, accounts, promises, contracts, agreements,
and any and all claims in law or in equity, whether now known or unknown, which
I ever had, no have, or which I, my heirs, executors, administrators, or assigns
may have, against the Releasees arising directly or indirectly out of my
employment with, the termination of my employment with, or the circumstances
pursuant to which I ceased being employed by, the Company, including, but
expressly not limited to, any claims which I may have to recover damages of any
kind or to reinstatement as a result of any actions, claims, complaints, or
charges that have been or could be brought by me or on my behalf under Title VII
of the Civil Rights Act, 42 U.S.C. Section 2000(e) et deq., the Age Discrimination in
Employment Act, 29 U.S.C. Section 621, as amended, the Equal Pay Act of 1963, 29 U.S.C.
Section 206(d), the Fair Employment Practices Act, Massachusetts General Laws, Chapter
151B, the Massachusetts Civil Rights Act, Massachusetts General laws, Chapter
12, the Massachusetts Equal rights Act, Massachusetts General Laws, Chapter 93
Section 102, the Massachusetts Comparable Pay Act, Massachusetts General Laws, Chapter
149 Section 105A-C, or any contract action which may arise under any written agreement,
employee handbook or manual, or any claim of any sort under any other federal,
state, or common law, other than a claim for enforcement of this Agreement. You
represent that you have no lawsuits, claims or actions pending in your name, or
on behalf of any other person or entity, against the Company or any other person
or entity subject to the release granted in this paragraph. In addition, you
covenant not to sue, initiate, or continue any legal or administrative
proceeding with regard to any or all claims you have released herein.

In connection with the foregoing general release, I specifically acknowledge the
following:

 


  a. The foregoing release is an integral part of this Agreement between me
  and the Company, and this Agreement, including the release, is written in a
  manner which I fully understand.

  

  b. In return for my execution of this Agreement, the Company is giving me
  money and other things of value to which I would not otherwise be entitled.

  

  c. The Company has advised and encouraged me to consult with an attorney prior
  to executing this Agreement, and I have consulted with an attorney of my own
  choosing.

  

  d. I have been given up to twenty-one (21) days to consider the provisions of
  this Agreement.

  

  e. By signing this Agreement, I understand and acknowledge that I am waiving
  any rights or claims for age discrimination arising under the Age
  Discrimination in Employment Act, as amended, or other similar laws, which
  claims may arise or result from my employment with, or termination by,
  Company.

  

  f. Company has advised me that I have the right to revoke this Agreement up
  until seven (7) days after the execution of this Agreement and that the
  Agreement will not become effective until after the expiration of this
  revocation period, provided no revocation has occurred.



    15. ADEA Waiver. You hereby acknowledge that you
are knowingly and voluntarily waiving and releasing any rights you may have
under the ADEA and that the consideration given for the waiver and release in
the preceding paragraph is in addition to anything of value to which you were
already entitled. You further acknowledge that you have been advised by this
writing, as required by the ADEA, that: (a) your waiver and release do not apply
to any rights or claims that may arise after you sign this Agreement; (b) you
should consult with an attorney prior to executing this Agreement (although you
may voluntarily decide not to do so); (c) you have twenty-one (21) days within
which to consider this Agreement (although you may choose to voluntarily execute
this Agreement earlier); (d) you have seven (7) days following the execution of
this Agreement to revoke this Agreement (in a written revocation sent to the
Company's CEO); and (e) this Agreement will not be effective until the eighth
day after this Agreement has been signed both by you and by the Company.

    16. Arbitration. Any dispute as to the meaning,
effect or enforceability of this Agreement, or any term of this Agreement, as
well as any claims relating to your employment by the Company, the termination
of your employment, and your dealings with Company during the Severance Period,
and whether or not arising under state or federal law, including the laws
pertaining to employment discrimination (all of the latter claims being claims
that you knowingly intend to waive and release as part of this Agreement), shall
be resolved by final and binding arbitration before a single arbitrator
appointed by the American Arbitration Association and sitting in Boston,
Massachusetts. Such arbitration shall be conducted in accordance with the rules
of the American Arbitration Association. This provision shall not preclude
either Party from seeking pre-judgment relief through the Courts to protect
their respective rights and remedies during the pendency of any arbitration.

    17. Miscellaneous. This Agreement constitutes the
complete, final and exclusive embodiment of the entire agreement between you and
the Company with regard to its subject matter. It is entered into without
reliance on any promise or representation, written or oral, other than those
expressly contained herein, and it supersedes any other such promises,
warranties or representations. This Agreement may not be modified or amended
except in a writing signed by both you and a duly authorized officer of the
Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of
both you and the Company, their heirs, successors and assigns. If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this Agreement
and the provision in question will be modified so as to be rendered enforceable
in a manner consistent with the intent of the parties insofar as possible under
applicable law. This Agreement shall be deemed to have been entered into, and
construed and enforced in accordance with, the laws of the State of
Massachusetts without regard to conflicts of law principles. Any ambiguity in
this Agreement shall not be construed against either party as the drafter. Any
waiver of a breach of this Agreement, or rights hereunder, shall be in writing
and shall not be deemed to be a waiver of any successive breach or rights
hereunder. This Agreement may be executed in counterparts which shall be deemed
to be part of one original, and facsimile signatures will suffice as original
signatures. 

If this Agreement is acceptable to you, please sign below and return the
original to me. 

Sincerely,

CHORDIANT SOFTWARE, INC. 

 

By: /s/ Steven R. Springsteel 

Steven R. Springsteel

President and Chief Executive Officer





Exhibit A - Code of Conduct and Ethics

Exhibit B - Proprietary Information Agreement



UNDERSTOOD AND AGREED:

 

/s/ Robert Mullen

Robert U. Mullen



Date: August 8, 2006

 



Exhibit A



Code of Conduct and Ethics

CODE OF BUSINESS CONDUCT AND ETHICS 

 

Introduction 

    Chordiant is committed to maintaining a high standard of
business conduct and ethics. This Code of Business Conduct and Ethics reflects
the business practices and principles of behavior that support this commitment.
We expect every employee and officer to read and understand the Code and its
application to the performance of his or her business responsibilities.
References in the Code to employees are intended to cover officers, and, as
applicable, directors. 

    The Code cannot possibly describe every practice or
principle related to ethical conduct. The Code addresses certain behaviors that
are particularly important to proper dealings with the people and entities with
whom we interact, but reflects only a part of our commitment. The following
policies of Chordiant supplement or amplify the Code in certain areas and should
be read in conjunction with the Code: Insider Trading Policy, E-mail/electronic
access Policy and Team Member handbook. It is the responsibility of each
employee to apply common sense, together with high personal ethical standards,
in making business decisions where there is no stated guideline in the Code.    


    If you would like to ask questions about the Code, voice
concerns or clarify uncertain areas, please contact your supervisor or the
Compliance Officer, as further described in Section 12 below. The Code does not
alter the at-will employment policy of Chordiant which is applicable to all U.S.
employees. In addition, you should be alert to possible violations of the Code
by others and report suspected violations, without fear of any form of
retaliation, as further described in Section 12. Violations of the Code will not
be tolerated. Any employee who violates the standards in the Code may be subject
to disciplinary action, which may range from a warning to termination of
employment and, in appropriate cases, to civil legal action or referral for
criminal prosecution.

1. Legal Compliance

    Obeying the law, both in letter and in spirit, is the
foundation of this Code. If you do have a question in the area of legal
compliance, it is important that you not hesitate to seek answers from your
supervisor or the Compliance Officer.

Violation of domestic or foreign laws, rules and regulations may subject an
individual, as well as Chordiant, to civil and/or criminal penalties. You should
be aware that conduct and records, including emails, are subject to internal and
external audits, (as further detailed in Chordiant's policy regarding E-mail and
electronic resources) and to discovery by third parties in the event of a
government investigation or civil litigation. 

2. Insider Trading

    Employees who have access to confidential (or "inside")
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except to conduct our business. All non-public
information about Chordiant or about companies with which we do business is
considered confidential information. To use material non-public information in
connection with buying or selling securities, including "tipping" others who
might make an investment decision on the basis of this information, is not only
unethical, it is illegal. We have adopted a separate Insider Trading Policy to
which you are bound as a condition of your employment here. You should consult
the Insider Trading Policy for more specific information on the definition of
"material inside information" and on buying and selling our securities or
securities of companies with which we do business.

3. International Business Laws

    Our employees are expected to comply with the applicable
laws in all countries to which they travel and where we do business, including
laws prohibiting bribery, corruption or the conduct of business with
individuals, companies or countries. The fact that in some countries certain
laws are not enforced or that violation of those laws is not subject to public
criticism will not be accepted as an excuse for noncompliance. All employees
must also comply strictly with U.S. laws, rules and regulations governing the
conduct of business by its citizens and corporations outside the U.S. These U.S.
laws, rules and regulations, which extend to all our activities outside the
U.S., include:

	
  The Foreign Corrupt Practices Act, which prohibits
directly or indirectly giving anything of value to a government official to
obtain or retain business or favorable treatment, and requires the maintenance
of accurate books of account, with all company transactions being properly
recorded;

	
  U.S. Embargoes, which restrict or, in some cases, prohibit companies, their
subsidiaries and their employees from doing business with certain other
countries identified on a list that changes periodically (including, for
example, Angola (partial), Burma (partial), Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria) or specific companies or individuals;

	
  Export Controls, which restrict travel to designated countries or prohibit
or restrict the export of goods, services and technology to designated
countries, denied persons or denied entities from the U.S., or the re-export of
U.S. origin goods from the country of original destination to such designated
countries, denied companies or denied entities; and

	
  Antiboycott Compliance, which prohibits U.S. companies from taking any
action that has the effect of furthering or supporting a restrictive trade
practice or boycott that is fostered or imposed by a foreign country against a
country friendly to the U.S. or against any U.S. person.




  If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action.


4. Conflicts of Interest



   
A "conflict of interest" may occur when an individual's personal interest
interferes with the performance of his or her duties and the best interests of
Chordiant. A conflicting personal interest could result from an expectation of
personal gain for prior obligations, now or in the future. In performance of an
employee's duties, each employee must act in the best interests of Chordiant.
Even the appearance of a conflict of interest where none actually exists can be
damaging and should be avoided. 

 



If you have any questions about a potential conflict or if you become aware of
an actual or potential conflict and you are not an officer of Chordiant, you
should discuss the matter with your supervisor or the Compliance Officer.
Supervisors may not authorize conflict of interest matters without first seeking
the approval of the Compliance Officer. Officers and directors may seek
authorization from the Audit Committee. Factors that may be considered in
evaluating a potential conflict of interest are, among others:

	
  any potential adverse or beneficial
  impact on our business;

	
  any potential adverse or beneficial
  impact on our relationships with our customers or suppliers or other service
  providers;

	
  whether it would enhance or support
  a competitor's position;

	
  the extent to which it would result
  in financial or other benefit to the employee;

	
  the extent to which it would appear
  improper to an outside observer.




   
Loans to, or guarantees of obligations of, employees or their family members by
Chordiant could constitute an improper personal benefit to the recipients of
these loans or guarantees, depending on the facts and circumstances. Some loans
are expressly prohibited by law. Chordiant requires that our Board of Directors
approve any loans guaranteed to employees.
5. Maintenance of Corporate Books and Records; Financial Integrity and Reporting

   
The integrity of our records and public disclosure depends on the validity,
accuracy and completeness of the information supporting the entries to our books
of account. The making of false or misleading entries, whether they relate to
financial results or test results, is strictly prohibited. It is important that
our books, records and accounts accurately and fairly reflect, in reasonable
detail, our assets, liabilities, revenues, costs and expenses, as well as all
transactions and changes in assets and liabilities. We require that:

	
  no entry has been or will be made
  in our books and records that intentionally hides or disguises the nature of
  any transaction or of any of our liabilities, or misclassifies any
  transactions as to accounts or accounting periods; 

	
  all transactions are and will be
  supported by appropriate documentation; predating an agreement, or requesting
  any person, including a customer, to predate the date of execution of an
  agreement is prohibited;

	
  terms of sales transactions be
  reflected accurately in the documentation for such transactions;

	
  employees comply with our system of
  internal controls at all times; 

	
  no cash or other assets have been
  or will be maintained for any purpose in any unrecorded or "off-the-books"
  fund; and

	
  no employee, other than a member of
  the finance department, may (i) request of
a member of the finance department that revenue be recognized by the company,
(ii) suggest to a member of the finance department when or whether revenue will
be recognized by the company, or (iii) otherwise exert pressure on a member of
the finance department to book or recognize revenue to achieve revenue targets;
provided that, the supplying of information at the request of the finance
department, the audit committee or the independent auditors shall not be deemed
a violation of this Code of Business Conduct and Ethics; and provided further
that an employee requesting an understanding from a member of the finance
department of the revenue recognition implications of potential or actual
transactions with a customer shall not be deemed a violation of this Code of
Conduct.




   
Our accounting records are also relied upon to produce reports for our
management, stockholders and creditors, as well as for governmental agencies. We
rely upon our accounting and other business and corporate records in preparing
the periodic and current reports that we file with the SEC. It is imperative
that these reports provide full, fair, accurate, timely and understandable
disclosure and that they fairly present our financial condition and results of
operations. Employees who collect, provide or analyze information for or
otherwise contribute in any way in preparing or verifying these reports should
strive to ensure that our financial disclosure is accurate and transparent. In
addition: 

	
  no employee may take or authorize
  any action that would cause our financial records or financial disclosure to
  fail to comply with generally accepted accounting principles, the rules and
  regulations of the SEC or other applicable laws, rules and regulations;

	
  all employees must cooperate fully
  with our Accounting Department, as well as our independent public accountants
  and counsel, respond to their questions with candor and provide them with
  complete and accurate information to help ensure that our books and records,
  as well as our reports filed with the SEC, are accurate and complete; and

	
  no employee should knowingly make
  (or cause or encourage any other person to make) any false or misleading
  statement in any of our reports filed with the SEC or knowingly omit (or cause
  or encourage any other person to omit) any information necessary to make the
  disclosure in any of our reports accurate in all material respects. 




   
Any employee who becomes aware of any departure from these standards has a
responsibility to report his or her knowledge promptly to a supervisor, the
Compliance Officer or one of the other compliance resources described in Section
12.

6. Gifts and Entertainment

   
Business entertainment and gifts are meant to create goodwill and sound working
relationships and never to gain unfair advantage with customers or facilitate
approvals from government officials. Unless express permission is received from
a supervisor, the Compliance Officer or the Audit Committee, entertainment and
gifts cannot be offered, provided or accepted by any employee or family member
of an employee unless consistent with customary business practices and not (a)
excessive in value, (b) in cash, (c) susceptible of being construed as a bribe
or kickback or (d) in violation of any laws. This principle applies to our
transactions everywhere in the world, even where the practice is widely
considered "a way of doing business." Under some statutes, such as the U.S.
Foreign Corrupt Practices Act, giving anything of value to a government official
to obtain or retain business or favorable treatment is a criminal act subject to
prosecution. 

7. Antitrust


  Antitrust laws are designed to protect the competitive process and generally
prohibit:



	
  agreements, formal or informal,
  with competitors that harm competition or customers, including price fixing
  and allocations of customers, territories or contracts;

	
  agreements, formal or informal,
  that establish or fix the price at which a customer may resell a product. 




   
Certain kinds of information, such as pricing, production and inventory, should
never be exchanged with competitors, regardless of how innocent or casual the
exchange may be and regardless of the setting, whether business or social.
Understanding the requirements of antitrust and unfair competition laws of the
various jurisdictions where we do business can be quite difficult, and you are
urged to seek assistance from your supervisor or the Compliance Officer whenever
you have a question relating to these laws.

8. Protection and Proper Use of Company Assets

   
All employees are expected to protect our assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on our profitability. Our
property, such as office supplies, computer equipment, buildings and products,
are expected to be used for legitimate business purposes, although incidental
personal use may be permitted as further detailed in Chordiant's
E-mail/electronic access Policy. This policy includes the prohibition of piracy
of third party intellectual rights, such as but not limited to the illegal
downloading to Chordiant computers of software, music, video/film or other
copyrighted works by third parties. 

9. Confidentiality

   
One of our most important assets is our confidential information. Employees who
have received or have access to confidential information must take every
precaution to keep this information confidential. Confidential information
includes business, marketing and service plans, financial information, product
architecture, source and object codes, engineering ideas, designs, databases,
customer lists, pricing strategies, personnel data, personally identifiable
information pertaining to our employees, customers or other individuals
(including, for example, names, addresses, telephone numbers and social security
numbers), and similar types of information provided to us by our customers,
vendors and partners. This information may be protected by patent, trademark,
copyright and trade secret laws. 



   
Except when disclosure is authorized or legally mandated, you must not share our
or our suppliers' or customers' confidential information with third parties or
others within Chordiant who have no legitimate business purpose for receiving
that information. Doing so may constitute a violation of the proprietary
information and inventions agreement that you signed upon joining us.
Unauthorized use or distribution of this information could also be illegal and
result in civil liability and/or criminal penalties. Unauthorized posting or
discussion of any information concerning our business, information or prospects
on the Internet is prohibited. You may not discuss our business, information or
prospects in any "chat room," or " message bonds" regardless of whether you use
your own name or a pseudonym. 



10. Media/Public Discussions

   
It is our policy to disclose to the public all material information concerning
Chordiant through specific limited channels to avoid inappropriate publicity and
to ensure that all those with an interest in the company will have equal access
to information. All inquiries or calls from financial analysts should be
referred to the Chairman, CEO, President, CFO or the Director of the investor
relations department. We have designated our Chairman, CEO, President, CFO and
Director of the investor relations department as our official spokespersons for
financial matters. 

11. Waivers

   
Any waiver of this Code for executive officers (including, where required by
applicable laws, our principal financial officer and controller or principal
accounting officer (or persons performing similar functions) or directors may be
authorized only by our Board of Directors or a committee of the Board and will
be disclosed to stockholders as required by applicable laws, rules and
regulations.

12. Compliance Standards and Procedures

   
We have established the position of Compliance Officer to oversee our legal
compliance and ethics program. The Compliance Officer is a person to whom you
can address any questions or concerns. The Compliance Officer is identified on
Exhibit A. In addition to fielding questions or concerns with respect to
potential violations of this Code, the Compliance Officer is responsible for:


  
    a.     distributing copies of the Code annually via email to each employee with a
reminder that each employee is responsible for reading, understanding and
complying with the Code; 

b.     updating the Code as needed and alerting employees to any updates, with
appropriate approval of the Audit Committee of the Board of Directors, to
reflect changes in the law, Chordiant operations and in recognized best
practices, and to reflect Chordiant experience; 

c.     otherwise promoting an atmosphere of responsible and ethical conduct.
    

  



   
If you encounter a situation or are considering a course of action and its
appropriateness is unclear, discuss the matter promptly with your supervisor or
the Compliance Officer. If you are uneasy about a situation or action that seems
to fall within technical compliance of the Code, take steps to clarify your
concerns; even the appearance of impropriety can be very damaging and is to be
avoided. If you are aware of suspected or actual violations of Code standards by
others, you have a responsibility to report it.

   
Your most immediate resource is your supervisor. He or she may have the
information you need, or may be able to refer the question to another
appropriate source. There may, however, be times when you prefer not to go to
your supervisor. In these instances, you should feel free to discuss your
concern with the Compliance Officer. Whether you choose to speak with your
manager or the Compliance Officer, you should do so without fear of any form of
retaliation. We will take prompt disciplinary action against any employee who
retaliates against you, up to and including termination of employment. If you
are uncomfortable speaking with the Compliance Officer because he or she works
in your department or is one of your supervisors, please contact the Chief
Executive Officer or the General Counsel. If you are uncomfortable speaking with
either the Compliance Officer, the Chief Executive Officer or General Counsel
and the matter pertains to suspected or actual violation of Section 5 of this
Code, you may contact Bill Raduchel Chairman of Chordiant's Audit Committee (or
then current Chairman) by e-mailing him at the e-mail address listed on
Chordiant's intranet. 

   
All violators of the Code may be subject to disciplinary action in our
discretion, which may range from a warning to termination of employment to, in
appropriate cases, civil action or referral for criminal prosecution. There is
no set pattern that the corrective action may follow. Certain conduct may result
in immediate dismissal, without a "second chance."

 




Exhibit B



Proprietary Information Agreement





CHORDIANT SOFTWARE, INC.

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

 

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

Nondisclosure

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

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

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

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

2. ASSIGNMENT OF INVENTIONS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    9. NOTIFICATION OF NEW EMPLOYER. In the event that
I leave the employ of the Company, I hereby consent to the notification of my
new employer of my rights and obligations under this Agreement.

10. GENERAL PROVISIONS.

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

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

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

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

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

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

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

This Agreement shall be effective as of the first day of my employment with
the Company, namely: 1st, July, 1999.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

 

Dated: 15-6-1999

 

/s/ Robert Mullen 

(Signature)

R. Mullen 

(Printed Name)

 

ACCEPTED AND AGREED TO:

CHORDIANT SOFTWARE, INC. 

By:                                                  
 

Title:                                               




                                                        


(Address)



Dated: _______

 

 

EXHIBIT A

LIMITED EXCLUSION NOTIFICATION

 

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

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

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

 

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

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

I ACKNOWLEDGE RECEIPT of a copy of this notification.

 

By:                                                         
 

(PRINTED NAME OF EMPLOYEE)

 

Date:                                               


 

WITNESSED BY:

                                                                            


(PRINTED NAME OF REPRESENTATIVE)



 

 

EXHIBIT B

 

TO:         CHORDIANT SOFTWARE, INC.

FROM:                                                        
 

DATE:                                                         


SUBJECT: Previous Inventions 

 

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



[ ] No inventions or improvements.

[ ] See below:                                                                                                                                                                                                                


                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                     




[ ] Additional sheets attached.

 

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

 

	 	Invention or Improvement	Party(ies)	Relationship
	1.	 	 	 
	2.	 	 	 
	3.	 	 	 


[ ] Additional sheets attached.