Common use of Services in General Clause in Contracts

Services in General. In connection with the performance of any ------------------- Services pursuant to this Agreement: (a) Unless a specific number of Employees is set forth in the governing Purchase Order, Chordiant warrants it will provide sufficient Employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in such Purchase Order; however, it shall be considered an excused delay if EDS changes the technical specifications associated with such Services, then EDS and Chordiant shall set new time frames based upon such changed technical specifications. (b) Chordiant warrants that Employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Employees performing Services in the United States must be United States citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in the United States holding a visa authorizing the performance of Services on behalf of Chordiant. (d) Chordiant warrants that all Employees utilized by Chordiant in performing Services are under a written obligation to Chordiant requiring Employee: (i) to maintain the confidentiality of information of Chordiant's customers, and (ii) if such Employee is not a full-time employee whose work is considered a "work for hire" under Section 101 of the United States Copyright Code, to assign all of Employee's right, title, and interest to Chordiant in and to any Work Product which is developed, prepared, conceived, made, or suggested by such Employee while providing Services on behalf of Chordiant. (e) Chordiant shall require Employees providing Services at an EDS location to comply with applicable EDS security and safety regulations and policies. (f) Chordiant shall provide for and pay the compensation of Employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. EDS shall not be liable to Chordiant or to any Employee for Chordiant's failure to perform its compensation, benefit, or tax obligations. Chordiant shall indemnify, defend and hold EDS harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. (g) Chordiant shall allow EDS or its designated third party to conduct a background investigation and drug screening ("Investigation"), in accordance with applicable law, of any Employee performing Services in the United States, Canada and Mexico if EDS intends to provide the Employee with unescorted access to an EDS location. If an Employee declines such Investigation, the parties agree such Employee will not be allowed unescorted access to an EDS location; furthermore, Chordiant will contact other Employees with suitable training to see if they will agree to such Investigation. It will not be a breach of this Agreement if Chordiant has used reasonable efforts to request such Investigation of all suitable Employees and Chordiant is unable to supply a suitable Employee willing to undergo such Investigation. In connection with such Investigation EDS shall provide to Chordiant a standard form authorizing the Investigation and Chordiant shall promptly secure the completion of such form by the Employee. Any and all information obtained in connection with an Investigation of any Employee or acquired or made known during such Investigation shall be deemed confidential and shall not be revealed to persons without a bona fide need to know. If, after reviewing the results of an Investigation, EDS elects not to accept an Employee for performance of Services under this Agreement, Chordiant agrees to not utilize such Employee in the performance of Services. EDS shall waive the Investigation for an Employee if Chordiant provides EDS with written confirmation that: (i) Chordiant has conducted a background and drug screening investigation of such Employee with satisfactory results, or (ii) the Employee has been employed with Chordiant for at least five (5) years in good standing.

Services in General. In connection with the performance of any ------------------- Services pursuant to this Agreement: (a) Unless a specific number of Employees is set forth in the governing Purchase Order, Chordiant MigraTEC warrants it will provide sufficient Employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in such Purchase Order; however, it shall be considered an excused delay if EDS changes the technical specifications associated with such Services, then EDS and Chordiant shall set new time frames based upon such changed technical specifications. (b) Chordiant MigraTEC warrants that Employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Employees performing Services in the United States must be United States citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in the United States holding a visa authorizing the performance of Services on behalf of ChordiantMigraTEC. (d) Chordiant MigraTEC warrants that all Employees utilized by Chordiant MigraTEC in performing Services are under a written obligation to Chordiant MigraTEC requiring Employee: (i) to maintain the confidentiality of information of ChordiantMigraTEC's customers, and (ii) if such Employee is not a full-time employee whose work is considered a "work for hire" under Section 101 of the United States Copyright Code, to assign all of Employee's right, title, and interest to Chordiant MigraTEC in and to any Work Product which is developed, prepared, conceived, made, or suggested by such Employee while providing Services on behalf of ChordiantMigraTEC. (e) Chordiant MigraTEC shall require Employees providing Services at an EDS location to comply with applicable EDS security and safety regulations and policies. (f) Chordiant MigraTEC shall provide for and pay the compensation of Employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. EDS shall not be liable to Chordiant MigraTEC or to any Employee for ChordiantMigraTEC's failure to perform its compensation, benefit, or tax obligations. Chordiant MigraTEC shall indemnify, defend and hold EDS harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. (g) Chordiant MigraTEC shall allow EDS or its designated third party to conduct a background investigation and drug screening ("Investigation"), in accordance with applicable law, ) of any Employee performing Services in the United States, Canada and Mexico if EDS intends to provide the Employee with unescorted access to an EDS location. If an Employee declines such Investigation, the parties agree such Employee will not be allowed unescorted access to an EDS location; furthermore, Chordiant will contact other Employees with suitable training to see if they will agree to such Investigation. It will not be a breach of this Agreement if Chordiant has used reasonable efforts to request such Investigation of all suitable Employees and Chordiant is unable to supply a suitable Employee willing to undergo such Investigation. In connection with such Investigation EDS shall provide to Chordiant MigraTEC a standard form authorizing the Investigation and Chordiant MigraTEC shall promptly secure the completion of such form by the Employee. Any and all information obtained in connection with an Investigation of any Employee or acquired or made known during such Investigation shall be deemed confidential and shall not be revealed to persons without a bona fide need to know. If, after reviewing the results of an Investigation, EDS elects not to accept an Employee for performance of Services under this Agreement, Chordiant MigraTEC agrees to not utilize such Employee in the performance of Services. EDS shall waive the Investigation for an Employee if Chordiant MigraTEC provides EDS with written confirmation that: (i) Chordiant MigraTEC has conducted a background and drug screening investigation of such Employee with satisfactory results, or (ii) the Employee has been employed with Chordiant MigraTEC for at least five (5) years in good standing.

Services in General. In connection with the performance of any ------------------- Services pursuant to this Agreement: (a) Unless a specific number of Employees is set forth in the governing Purchase Order, Chordiant Anacomp warrants it will provide sufficient Employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in such Purchase Order; however, it shall be considered an excused delay if EDS changes the technical specifications associated with such Services, then EDS and Chordiant shall set new time frames based upon such changed technical specifications. (b) Chordiant Anacomp warrants that Employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Employees performing Services in the United States must be United States citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in the United States holding a visa authorizing the performance of Services on behalf of ChordiantAnacomp. (d) Chordiant Anacomp warrants that all Employees utilized by Chordiant Anacomp in performing Services are under a written obligation to Chordiant requiring Employee: (i) to will maintain the confidentiality of information of ChordiantAnacomp's customers, customers and (ii) if such Employee is not a full-time employee whose work is considered a "work for hire" under Section 101 of the United States Copyright Code, such Employee is under a written obligation to Anacomp requiring Employee to assign all of Employee's right, title, and interest to Chordiant Anacomp in and to any Work Product which is developed, prepared, conceived, made, or suggested by such Employee while providing Services on behalf of ChordiantAnacomp. (e) Chordiant Anacomp shall require Employees providing Services at an EDS location to comply with applicable EDS security and safety regulations and policies. (f) Chordiant Anacomp shall provide for and pay the compensation of Employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. EDS shall not be liable to Chordiant Anacomp or to any Employee for ChordiantAnacomp's failure to perform its compensation, benefit, or tax obligations. Chordiant Anacomp shall indemnify, defend and hold EDS harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returnsreturns . (g) Chordiant Unless prohibited by law, Anacomp shall allow EDS or its designated third party to conduct a background investigation and drug screening ("Investigation"), in accordance with applicable law, ) of any Employee performing Services in the United States, Canada and Mexico if EDS intends to provide the Employee with unescorted access to an EDS location. If an Employee declines such Investigation, the parties agree such Employee will not be allowed unescorted access to an EDS location; furthermore, Chordiant will contact other Employees with suitable training to see if they will agree to such Investigation. It will not be a breach of this Agreement if Chordiant has used reasonable efforts to request such Investigation of all suitable Employees and Chordiant is unable to supply a suitable Employee willing to undergo such Investigation. In connection with such Investigation EDS shall provide to Chordiant Anacomp a standard form authorizing the Investigation and Chordiant Anacomp shall promptly secure the completion of such form by the Employee. Any and all information obtained in connection with an Investigation of any Employee or acquired or made known during such Investigation shall be deemed confidential and shall not be revealed to persons without a bona fide need to know. If, after reviewing the results of an Investigation, EDS elects not to accept an Employee for performance of Services under this Agreement, Chordiant Anacomp agrees to not utilize such Employee in the performance of ServicesServices . EDS shall waive the Investigation for an Employee if Chordiant Anacomp provides EDS with written confirmation that: (i) Chordiant Anacomp has conducted a reasonable background and drug screening investigation of such Employee with satisfactory results, or (ii) the Employee has been employed with Chordiant Anacomp for at least five (5) years in good standing.

Services in General. In connection with the performance of any ------------------- Services pursuant to this Agreement: (a) Unless a specific number of Employees is set forth in the governing Purchase Order, Chordiant ASI warrants it will provide sufficient Employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in such Purchase Order; however, it shall be considered an excused delay if EDS changes the technical specifications associated with such Services, then EDS and Chordiant shall set new time frames based upon such changed technical specifications. (b) Chordiant ASI warrants that Employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Employees performing Services in the United States must be United States citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in the United States holding a visa authorizing the performance of Services on behalf of ChordiantASI. (d) Chordiant ASI warrants that all Employees utilized by Chordiant ASI in performing Services are under a written obligation to Chordiant ASI requiring Employee: (i) to maintain the confidentiality of information of ChordiantASI's customers, and (ii) if such Employee is not a full-time employee whose work is considered a "work for hire" under Section 101 of the United States Copyright Code, to assign all of Employee's right, title, and interest to Chordiant ASI in and to any Work Product which is developed, prepared, conceived, made, or suggested by such Employee while providing Services on behalf of ChordiantASI. For purposes of this Agreement Work Product means (in any form including source code) any and all ideas, processes, methods, programming aids, formulas, manufacturing techniques, mask works, reports, programs, manuals, tapes, card decks, listings, software, developed products, flowcharts and systems and any improvements, enhancements, or modifications to any of the foregoing, which are developed, prepared, conceived, made, or suggested by any Employee or by ASI as part of, in connection with, or in relationship to the performance of Services (except in connection with ASI's performance of warranty Service obligations or pre-paid support Services) pursuant to this Agreement. Work Products also means all such developments as are originated or conceived during the term of this Agreement but are completed or reduced to practice thereafter. (e) Chordiant ASI shall require Employees providing Services at an EDS location to comply with applicable EDS security and safety regulations and policiespolicies which will be provided verbally or written on a site specific basis. (f) Chordiant ASI shall provide for and pay the compensation of Employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. EDS shall not be liable to Chordiant ASI or to any Employee for ChordiantASI's failure to perform its compensation, benefit, or tax obligations. Chordiant ASI shall indemnify, defend and hold EDS harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. (g) Chordiant ASI shall allow EDS or its designated third party to conduct a background investigation and drug screening ("Investigation"), in accordance with applicable law, ) of any Employee performing Services in the United States, Canada and Mexico if EDS intends to provide the Employee with unescorted access to an EDS location. If an Employee declines such Investigation, the parties agree such Employee will not be allowed unescorted access to an EDS location; furthermore, Chordiant will contact other Employees with suitable training to see if they will agree to such Investigation. It will not be a breach of this Agreement if Chordiant has used reasonable efforts to request such Investigation of all suitable Employees and Chordiant is unable to supply a suitable Employee willing to undergo such Investigation. In connection with such Investigation EDS shall provide to Chordiant ASI a standard form authorizing the Investigation and Chordiant ASI shall promptly secure request the completion of such form by the Employee. The failure of an Employee to honor this request shall not be deemed a breach of section 3.7 (g). Any and all information obtained in connection with an Investigation of any Employee or acquired or made known during such Investigation shall be deemed confidential and shall not be revealed to persons without a bona fide need to know. If, after reviewing the results of an Investigation, EDS elects not to accept an Employee for performance of Services under this Agreement, Chordiant ASI agrees to not utilize such Employee in the performance of Services. EDS shall waive the Investigation for an Employee if Chordiant ASI provides EDS with written confirmation that: (i) Chordiant ASI has conducted a background and drug screening investigation of such Employee with satisfactory results, or (ii) the Employee has been employed with Chordiant ASI for at least five (5) years in good standing.

Services in General. In connection with the performance of any ------------------- Services pursuant to this Agreement: (a) Unless a specific number of Employees is set forth in the governing Purchase Order, Chordiant warrants it will provide sufficient Employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in such Purchase Order; however, it shall be considered an excused delay if EDS changes the technical specifications associated with such Services, then EDS and Chordiant shall set new time frames based upon such changed technical specifications. (b) Chordiant warrants that Employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. (c) Employees performing Services in the United States must be United States citizens or lawfully admitted in the United States for permanent residence or lawfully admitted in the United States holding a visa authorizing the performance of Services on behalf of Chordiant. (d) Chordiant warrants that all Employees utilized by Chordiant in performing Services are under a written obligation to Chordiant requiring Employee: (i) to maintain the confidentiality of information of Chordiant's customers, and (ii) if such Employee is not a full-time employee whose work is considered a "work for hire" under Section 101 of the United States Copyright Code, to assign all of Employee's right, title, and interest to Chordiant in and to any Work Product which is developed, prepared, conceived, made, or suggested by such Employee while providing Services on behalf of Chordiant. (e) Chordiant shall require Employees providing Services at an EDS location to comply with applicable EDS security and safety regulations and policies. (f) Chordiant shall provide for and pay the compensation of Employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. EDS shall not be liable to Chordiant or to any Employee for Chordiant's failure to [*]= 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. perform its compensation, benefit, or tax obligations. Chordiant shall indemnify, defend and hold EDS harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. (g) Chordiant shall allow EDS or its designated third party to conduct a background investigation and drug screening ("Investigation"), in accordance with applicable law, of any Employee performing Services in the United States, Canada and Mexico if EDS intends to provide the Employee with unescorted access to an EDS location. If an Employee declines such Investigation, the parties agree such Employee will not be allowed unescorted access to an EDS location; furthermore, Chordiant will contact other Employees with suitable training to see if they will agree to such Investigation. It will not be a breach of this Agreement if Chordiant has used reasonable efforts to request such Investigation of all suitable Employees and Chordiant is unable to supply a suitable Employee willing to undergo such Investigation. In connection with such Investigation EDS shall provide to Chordiant a standard form authorizing the Investigation and Chordiant shall promptly secure the completion of such form by the Employee. Any and all information obtained in connection with an Investigation of any Employee or acquired or made known during such Investigation shall be deemed confidential and shall not be revealed to persons without a bona fide need to know. If, after reviewing the results of an Investigation, EDS elects not to accept an Employee for performance of Services under this Agreement, Chordiant agrees to not utilize such Employee in the performance of Services. EDS shall waive the Investigation for an Employee if Chordiant provides EDS with written confirmation that: (i) Chordiant has conducted a background and drug screening investigation of such Employee with satisfactory results, or (ii) the Employee has been employed with Chordiant for at least five (5) years in good standing.