AMENDMENT NO. 1 TO MASTER SOFTWARE LICENSE & SUPPORT AGREEMENT
Exhibit 10.52
AMENDMENT
NO. 1
TO
MASTER
SOFTWARE LICENSE & SUPPORT AGREEMENT
This
Amendment No.1 (this “Amendment”) to the Master Software License & Support
Agreement (the “Agreement”) dated February 1, 2006 by and between Chordiant
Software, Inc. (“Licensor”) and Citicorp Credit Services, Inc. (USA)
(“Licensee”) is made as of December 8, 2006 by and between Licensor and
Licensee.
For
good and valuable consideration, the receipt and sufficiency of which hereby
are
acknowledged by the parties hereto, the parties agree as follows:
1. Section
6.2 of the Agreement shall be amended by deleting the first sentence of the
paragraph and inserting the following sentence in lieu thereof:
“Each
License granted by Licensor pursuant to this Agreement shall be a fully paid
up,
non-exclusive, irrevocable, perpetual (except as set forth in Section 2 above)
worldwide license to use, perform, modify, enhance and create derivative works
of the Software in the furtherance of Licensee’s or its Affiliates’ business
purposes, subject only to such use restrictions as may be specifically set
forth
on the applicable License Schedule, including without limitation geographic
restrictions and restrictions on the number or location of the computers or
the
users.”
2.
Section 6.3 of the Agreement shall be amended by deleting the first sentence
of
the paragraph and inserting the following sentence in lieu thereof:
“Unless
otherwise specifically set forth on the applicable License Schedule, each
License granted pursuant to this Master Agreement shall include, for purposes
of
performing, modifying, enhancing and creating derivative works of the Software,
the right for Licensee to permit the Software to be used by or on behalf of:
(i)
Affiliates (ii) third parties engaged by Licensee to conduct all or any portion
of Licensee's or an Affiliate’s information processing, programming, network
services, disaster, back up, or recovery services, and installation and
implementation services, whether at a Licensee location, an Affiliate location
or at the third party’s own location, and (iii) consultants and clients of
Licensee or an Affiliate, provided that such usage by consultants and clients
must be considered part of the business of Licensee or an Affiliate and must
be
subject to the other terms and conditions of this Agreement.”
3. Section
7.2 of the Agreement shall be amended by deleting the second sentence of the
paragraph and inserting the following sentence in lieu thereof:
“Each
such License shall entitle Licensee , its Affiliates, third parties engaged
by
Licensee, consultants and clients of Licensee or an Affiliate (provided such
usage by consultants and clients must be considered part of the business of
Licensee or an Affiliate and must be subject to the other terms and conditions
of this Agreement) to use and modify the Source code and the Software, as
reasonably necessary, in order to: (i) integrate the Software with Licensee’s
other systems and programs; (ii) cause the Software to comply with changes
in
applicable laws, regulations, industry standards or market practice; (iii)
enable the Software to remain current with technological innovations; and (iv)
enable the Software to fulfill Licensee’s business purposes within the scope of
the License granted pursuant to the terms and conditions of this Agreement.
4. All
capitalized terms used herein which are not otherwise defined shall have the
respective meanings given such terms in the Agreement. All other terms and
conditions of the Agreement remain in full force and effect.
In
witness whereof, this Amendment has been executed by the duly authorized
representatives of the parties.
Citicorp
Credit Services, Inc. (USA) Chordiant
Software, Inc.
By:
__/s/
Xxxx X. Torkos_____ By:
__/s/
Xxxxxx X. Xxxxxxxxxxx
Name: _Mark
D. Torkos___ Name:
Xxxxxx
X. Xxxxxxxxxxx
Title: __CIO_____ Title:
_President
and CEO___
Date: __December
8, 2006______ Date:
December
7, 2006____
