Common use of Issuance and Acceptance of Purchase Orders Clause in Contracts

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS may issue to Chordiant written purchase orders identifying the Licensed Software and Services EDS desires to obtain from Chordiant. Each purchase order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, and Charges (as later defined in this Agreement). (b) Chordiant shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in Chordiant's written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expense.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS may issue to Chordiant written purchase orders identifying the Licensed Software and Services EDS desires to obtain from Chordiant. Each purchase order may include [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, and Charges (as later defined in this Agreement). (b) Chordiant shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in Chordiant's written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expense.

Issuance and Acceptance of Purchase Orders. References in this Section Distributor may purchase and ------------------------------------------ Manufacturer shall sell to purchase orders also apply to alterations to Purchase Orders (Distributor, Products as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreementdescribed below: (a) EDS Distributor may issue to Chordiant written Manufacturer one or more purchase orders identifying the Licensed Software and Services EDS Products Distributor desires to obtain purchase from ChordiantManufacturer. Each purchase order Purchase Order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be which are consistent with the terms and conditions of this Agreement, Agreement or shall be which are necessary to place a purchase orderPurchase Order, such as billing and shipping information, required delivery dates, installation locationsdelivery location, and Charges (the purchase price or charges for Products, as later defined in this Agreement)per Manufacturer's then existing price lists for the said products. Purchase orders will be placed by Distributor by telephone or FAX and followed by a written purchase order. (b) Chordiant Manufacturer shall promptly accept purchase orders indicate acceptance of Purchase Orders and/or alterations to Purchase Orders by providing to EDS Distributor a written or an oral acceptance of such purchase orderPurchase Order or alteration, or by commencing performance pursuant to such purchase orderPurchase Order or alteration. Chordiant Manufacturer shall accept purchase orders which do a Purchase Order or alteration if (i) the Purchase Order or alteration does not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant shall also accept purchase orders incorporating Agreement or as set forth on the Price List referenced as Exhibit A attached hereto, or (ii) the terms and conditions which set forth in the Purchase Order or alteration have been separately agreed upon in writing by the parties. Notwithstanding Purchase Orders and altered Purchase Orders accepted in accordance with this subsection are referred to herein as "Purchase Orders". A Purchase Order shall be deemed accepted by Manufacturer unless Manufacturer notifies Distributor within three (3) days after receiving the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability Purchase Order and alternative dates that can be met by Chordiantgiving specific reasons therefor. (c) Chordiant may reject a purchase order After the expiration of this Agreement, Manufacturer shall accept Purchase Orders from Distributor for additional Products which Distributor is then contractually obligated to furnish to its customers and does not meet have in its inventory upon the conditions described termination of this Agreement; provided Distributor notifies Manufacturer of any and all such transactions in subsection writing within thirty (b30) above by promptly providing to EDS a written explanation days of the reasons for such rejection. Chordiant shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in Chordiant's written rejection. Purchase orders accepted in accordance with termination date of this Section are referred to as "Purchase OrdersAgreement." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expense.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ The Purchaser may purchase, and the Supplier shall sell to purchase orders also apply to alterations to Purchase Orders (the Purchaser, Products as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreementdescribed below: (a) EDS The Purchaser may issue to Chordiant written purchase orders the Supplier Purchase Orders based on the prices listed in Exhibit 2 identifying the Licensed Software and Services EDS Products that the Purchaser desires to obtain purchase from Chordiant. the Supplier. (i) Each Purchase Order for Products shall be signed by an authorized representative of the Purchaser, and shall clearly state the following: the Purchase Order number, the purchase order date, a description of the Product(s) ordered, the Purchaser's Product number, the number of units of Product ordered, the agreed cost per unit, the total price for the Purchase Order, the delivery date(s) requested for each Product included in the Purchase Order (which delivery dates may not be later than [***] after the date on which the Purchase Order is submitted by the Purchaser), the address to which the Products described in the Purchase Order are to be shipped, and the address to which the Products described in the Purchase Order are to be invoiced. (ii) A Purchase Order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be which are consistent with the terms and conditions of this Agreement, Agreement or shall be which are necessary to place a purchase order, such as billing Purchase Order. Purchase Orders may be placed by the Purchaser by facsimile or electronically transferred to the Supplier. Terms and shipping information, required delivery dates, installation locations, and Charges (as later defined conditions on Purchase Orders which differ from those contained in this Agreement)Agreement shall not be valid unless specifically agreed in writing by an authorized representative of the Supplier. (b) Chordiant All Purchase Orders shall promptly accept purchase orders by providing be transmitted to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant shall accept purchase orders which do not establish new or conflicting terms and conditions from those the address set forth in this Agreement. Chordiant shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by ChordiantSection 8.06. (c) Chordiant A Purchase Order shall be deemed accepted by the Supplier only after a written confirmation thereof has been issued by the Supplier and delivered to the Purchaser. The Supplier shall issue such written confirmation within [***] after receipt of the Purchase Order. If such confirmation has not been issued within the [***] period, the Purchase Order shall be deemed to be accepted by the Supplier. Without limiting the generality of the foregoing, the Supplier may reject any Purchase Order that fails to contain any of the information required to be set forth by Section 2.01(a)(i). In the event of a purchase order which conflict between the provisions of this Agreement and the terms and conditions of a Purchase Order or the Supplies confirmation or other written communications, the provisions of this Agreement shall prevail and be controlling. (d) Upon the termination of this Agreement, the Supplier agrees to accept Purchase Orders from the Purchaser for additional Products which, at the time of such termination, the Purchaser is contractually obligated to furnish to its Customers and does not meet have in its inventory, provided that the conditions described Purchaser notifies the Supplier of all such obligations in subsection writing within [***] of such date of termination. (be) above by promptly providing This Agreement shall not obligate the Purchaser to EDS a written explanation of the reasons for such rejection. Chordiant shall accept an alteration to the originally issued purchase order if such alteration remedies the items any Products or Services, except as specifically set forth in Chordiant's a written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long from the Purchaser or as EDS returns such Licensed Software to Chordiant, at Chordiant's expenseotherwise set forth herein.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS may issue to Chordiant ASI written purchase orders identifying the Licensed Software and Services EDS desires to obtain from ChordiantASI. Each purchase order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, and Charges (as later defined in this Agreement). (b) Chordiant ASI shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant ASI shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant ASI shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant ASI may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant ASI shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in ChordiantASI's written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expenseOrder.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ The Purchaser may purchase, and the Supplier shall sell to purchase orders also apply to alterations to Purchase Orders (the Purchaser, Products as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement:described below; (a) EDS The Purchaser may issue to Chordiant written purchase orders the Supplier Purchase Orders based on the prices listed in Exhibit 1 identifying the Licensed Software and Services EDS Products that the Purchaser desires to obtain purchase from Chordiantthe Supplier. Each purchase Purchase Order for Products shall be signed by an authorized representative of the Purchaser, and shall clearly state the following: (i) Purchase Order number, (ii) Purchase order date, (iii) a description of the Product(s) ordered, (iv) Purchaser's Product number, (v) number of units of Product ordered, (vi) agreed cost per unit, the total price for the Purchase Order, (vii) delivery date(s) requested for each Product included in the Purchase Order (which delivery dates may not be later than [***] after the date on which the Purchase Order is submitted by the Purchaser), (viii) address to which the Products described in the Purchase Order are to be shipped, and (ix) address to which the Products described in the Purchase Order are to be invoiced. (b) A Purchase Order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be which are consistent with the terms and conditions of this Agreement, Agreement or shall be which are necessary to place a purchase order, such as billing Purchase Order. Purchase Orders may be placed by the Purchaser by facsimile or electronically transferred to the Supplier. Terms and shipping information, required delivery dates, installation locations, and Charges (as later defined conditions on Purchase Orders which differ from those contained in this Agreement). (b) Chordiant Agreement shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant shall also accept purchase orders incorporating terms and conditions which have been separately be valid unless specifically agreed upon in writing by an authorized representative of the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by ChordiantSupplier. (c) Chordiant may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant All Purchase Orders shall accept an alteration be transmitted to the originally issued purchase order if such alteration remedies the items address set forth in Chordiant's Section 8.06. (d) A Purchase Order shall be deemed accepted by the Supplier only after a written rejectionconfirmation thereof has been issued by the Supplier and delivered to the Purchaser. The Supplier shall issue such written confirmation within [***] after receipt of the Purchase orders Order. If such confirmation has not been issued within the [***] period, the Purchase Order shall be deemed to be accepted in accordance with by the Supplier. Without limiting the generality of the foregoing, the Supplier may reject any Purchase Order that fails to contain any of the information required to be set forth by Section 2.01(a). In the event of a conflict between the provisions of this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without Agreement and the terms and conditions of a Purchase Order so long as EDS returns such Licensed Software or the Supplier's confirmation or other written communications, the provisions of this Agreement shall prevail and be controlling. (e) Upon the termination of this Agreement, the Supplier agrees to Chordiantaccept Purchase Orders from the Purchaser for additional Products which, at Chordiant's expensethe time of such termination, the Purchaser is contractually obligated to furnish to its Customers and does not have in its inventory, provided that the Purchaser notifies the Supplier of all such obligations in writing within [***] of such date of termination. (f) This Agreement shall not obligate the Purchaser to purchase any Products or Services, except as specifically set forth in a written Purchase Order from the Purchaser or as otherwise set forth herein.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS may issue to Chordiant Anacomp written purchase orders identifying the Licensed Software Products and Services EDS desires to obtain from ChordiantAnacomp. Each purchase order may include other terms and conditions applicable to the Licensed Software Products and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, and Charges (as later defined in this Agreement). (b) Chordiant Anacomp shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant Anacomp shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant Anacomp shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by authorized representatives of the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant Anacomp may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant Anacomp shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in ChordiantAnacomp's written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software Products or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expenseOrder.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS may issue to Chordiant MigraTEC written purchase orders identifying the Licensed Software and Services EDS desires to obtain from ChordiantMigraTEC. Each purchase order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, the LOSC to be processed and Charges (as later defined in this Agreement). (b) Chordiant MigraTEC shall promptly accept purchase orders by providing to EDS a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant MigraTEC shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this Agreement, except purchase orders for training, consulting, or MigraTEC factory Services must have a mutually agreed upon schedule for such training, consulting, or MigraTEC factory Services or MigraTEC may reject said purchase order for training, consulting, or MigraTEC factory Services. Chordiant MigraTEC shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant MigraTEC may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS a written explanation of the reasons for such rejection. Chordiant MigraTEC shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in ChordiantMigraTEC's written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expenseOrder.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ Distributor may purchase and Manufacturer shall sell to purchase orders also apply to alterations to Purchase Orders (Distributor, Products as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreementdescribed below: (a) EDS Distributor may issue to Chordiant written Manufacturer one or more purchase orders identifying the Licensed Software and Services EDS Products Distributor desires to obtain purchase from ChordiantManufacturer. Each purchase order Purchase Order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be which are consistent with the terms and conditions of this Agreement, Agreement or shall be which are necessary to place a purchase orderPurchase Order, such as billing and shipping information, required delivery dates, installation locationsdelivery location, and Charges (the purchase price or charges for Products, as later defined in this Agreement)per Manufacturer's then existing price lists for the said products. Purchase orders will be placed by Distributor by telephone or FAX and followed by a written purchase order. (b) Chordiant Manufacturer shall promptly accept purchase orders indicate acceptance of Purchase Orders and/or alterations to Purchase Orders by providing to EDS Distributor a written or an oral acceptance of such purchase orderPurchase Order or alteration, or by commencing performance pursuant to such purchase orderPurchase Order or alteration. Chordiant Manufacturer shall accept purchase orders which do a Purchase Order or alteration if (i) the Purchase Order or alteration does not establish new or conflicting terms and conditions from those set forth in this Agreement. Chordiant shall also accept purchase orders incorporating Agreement or as set forth on the Price List referenced as Exhibit A attached hereto, or (ii) the terms and conditions which set forth in the Purchase Order or alteration have been separately agreed upon in writing by the parties. Notwithstanding Purchase Orders and altered Purchase Orders accepted in accordance with this subsection are referred to herein as "Purchase Orders". A Purchase Order shall be deemed accepted by Manufacturer unless Manufacturer notifies Distributor within at least one day and not more than three (3) days after receiving the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability Purchase Order and alternative dates that can be met by Chordiantgiving specific reasons therefor. (c) Chordiant may reject a purchase order After the expiration of this Agreement, Manufacturer shall accept Purchase Orders from Distributor for additional Products which Distributor is then contractually obligated to furnish to its customers and does not meet have in its inventory upon the conditions described termination of this Agreement; provided Distributor notifies Manufacturer of any and all such transactions in subsection writing within thirty (b30) above by promptly providing to EDS a written explanation days of the reasons for such rejection. Chordiant shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in Chordiant's written rejection. Purchase orders accepted in accordance with termination date of this Section are referred to as "Purchase OrdersAgreement." EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expense.

Issuance and Acceptance of Purchase Orders. References in this Section ------------------------------------------ to purchase orders also apply to alterations to Purchase Orders (as later defined in this Section). The following governs the issuance and acceptance of purchase orders under this Agreement: (a) EDS SUPPLIER may issue to Chordiant EDS written purchase orders identifying the Licensed Software and Services EDS SUPPLIER desires to obtain from ChordiantEDS. Each purchase order may include other terms and conditions applicable to the Licensed Software and Services ordered; such other terms shall be consistent with the terms and conditions of this Agreement, or shall be necessary to place a purchase order, such as billing and shipping information, required delivery dates, installation locations, and Charges (as later defined in this Agreement). (b) Chordiant EDS shall promptly accept purchase orders by providing to EDS SUPPLIER a written or an oral acceptance of such purchase order, or by commencing performance pursuant to such purchase order. Chordiant EDS shall accept purchase orders which do not establish new or conflicting terms and conditions from those set forth in this AgreementAgreement or establish new terms and conditions other than those contemplated by Section 2.2(a). Chordiant EDS shall also accept purchase orders incorporating terms and conditions which have been separately agreed upon in writing by the parties. Notwithstanding the forgoing, Chordiant shall have the right to reject purchase orders for Services due to an inability to meet the delivery or commencement dates set forth in such purchase orders by promptly providing written notice to EDS of such inability and alternative dates that can be met by Chordiant. (c) Chordiant EDS may reject a purchase order which does not meet the conditions described in subsection (b) above by promptly providing to EDS SUPPLIER a written explanation of the reasons for such rejection. Chordiant EDS shall accept an alteration to the originally issued purchase order if such alteration remedies the items set forth in Chordiant's EDS' written rejection. Purchase orders accepted in accordance with this Section are referred to as "Purchase Orders." ". EDS shall have no responsibility or liability for Licensed Software or Services provided without a Purchase Order so long as EDS returns such Licensed Software to Chordiant, at Chordiant's expenseOrder.