Chordiant Software Order Form

Exhibit 10.53

Chordiant Software

Order Form

By the terms of this Order Form, Chordiant Software International GmbH (“Chordiant”) agrees to license its software to [DAK] (“DAK”), a customer of IBM Deutschland GmbH (“IBM”) in accordance with the terms of the Software License and Services Agreement (the “License Agreement”) dated December __, 2006 between Chordiant and DAK. In consideration of Chordiant entering into such License Agreement, IBM will pay Chordiant in the amounts and on the terms set forth below in this Order Form.

Customer Name: [DAK, Deutsche Angestellten Krankenkasse]

A: SOFTWARE LICENSE

Designated Center:

Hardware:  HP Proliant

Operating System: SLES 9 (SUSE LINUX ENTERPRISE SERVER, V9)

Customer Application: Contact Center Architecture

Customer Relational Database (Marketing product Software): UDB

Geographic Location: Germany

Licensed End-User: DAK

Software Product(s)	Quantity	License Type (i.e. Named User/Client, Server, Developer) URN’s (no. of)	License Fee
Chordiant Call Center Advisor Browser Edition	20,000	Concurrent Users
Chordiant Foundation Server	Enterprise	CPU
- Application Components
- Business Process Server
- Security Server
- Café Server
- CTI Server
- Persistence Server
- Request Server
- JDBC Connector
- Chordiant Connector for WebSphere MQ
- Chordiant Interaction Controller
Chordiant Tools Bundle	Enterprise	Developers
- Chordiant Business Process Designer
- Chordiant Café Developer Environment
Chordiant Marketing Director	9 Mio	URN
Chordiant Rules Server	4	CPU
Chordiant Rules Designers	5	Designers
License Fee			€11,017,000
plus applicable statutory VAT

B. Payment Terms

IBM will issue a purchase order to Chordiant on or before December 19, 2006 for the license fee described above (Total = €11,017,000 + VAT). The license fee is due and payable to Chordiant within 10 days.

Miscellaneous.

Additionally, the parties agree that:

(i)   Chordiant warrants for a period of twelve months from the delivery date that the Software, as delivered by Chordiant, will substantially perform the functions described in the associated Documentation in all material respects when operated on the application server on which the Documentation states the Software can operate. Provided that IBM gives Chordiant written notice of a breach of the foregoing warranty during the warranty period, Chordiant shall correct any reproducible errors that cause the breach of the warranty in accordance with its technical support policies, or if Chordiant is unable to make the Software operate as warranted, Customer shall be entitled to terminate the Software license, and Chordiant shall refund the License Fees paid for the applicable Software license to IBM.

(ii)   Chordiant warrants the diskettes/CD disks media to be free of defects in materials and workmanship for thirty (30) days from the delivery date. Chordiant shall replace defective media.

(iii)   Except for the remedy provided in clause (i) above, all fees due under this Order Form shall be non-cancelable and the sum paid non-refundable.

(iv)   IBM shall have no right, title or interest to the software licenses described in this Order Form.

(v)   As specified on this Order Form, Chordiant shall deliver to IBM, one copy of the Software media and Documentation (CD-ROM or bound, whichever is generally available) (“Master Copy”) for each Software license specified above for use at the Designated Center. IBM shall be responsible for installation of the Software. Software is deemed accepted upon delivery to IBM.

Chordiant Software International GmbH Customer:

/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxxxx

Signature Signature

Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx

Print Name Print Name

     Lieter des Geschaftsbereichs

Geschaftsfuhrer IT Services

Print Title Print Title

19 December 2006 19 Dezember 2006

Date Date

/s/ Xxxxx Xxxxxx

Xxxxx Xxxxxx

Chief Financial Officer

December 18, 2006

/s/ Xxxxxx X. Xxxxxxxxxxx

Xxxxxx X. Xxxxxxxxxxx

President and CEO

December 18, 2006