Chordiant Software, Inc. Order Form
Exhibit 10.42
Chordiant
Software, Inc.
Order
Form
By
the terms of this Order Form, Chordiant Software, Inc. (“Chordiant”) agrees to
license its software to CIGNA Corporation (“CIGNA”), a customer of International
Business Machines, Inc. (“IBM”) in accordance with the terms of the Software
License and Services Agreement (the “License Agreement”) dated September 28,
2006 between Chordiant and CIGNA. 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: CIGNA
Corporation
A:
SOFTWARE LICENSE
Designated
Center:
Hardware:
IBM
Operating
System: AIX
Customer
Application: Contact
Center Architecture
Customer
Relational Database (Marketing product Software): UDB
Geographic
Location: North
America
Licensed
End-User: CIGNA
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. Named User/Client, Server, Developer)
URN’s
(no. of)
|
License
Fee
|
|
Chordiant
Call Center Browser Edition
|
4,000
|
Concurrent
Users
|
|
|
Chordiant
Foundation Server
|
86
|
CPU
|
|
|
-
Application Components
|
|||
|
-
Business Process Server
|
|||
|
-
Security Server
|
|||
|
-
CTI Server
|
|||
|
-
Persistence Server
|
|||
|
-
Request Server
|
|||
|
-
JDBC Connector
|
|||
|
-
Chordiant Connector for WebSphere MQ
|
|||
|
-
Chordiant Interaction Controller
|
|||
|
Chordiant
Tools Bundle
|
30
|
Developers
|
|
|
-
Chordiant Business Process Designer
|
|||
|
-
Chordiant Café Developer Environment
|
|||
|
Subtotal
|
$
8,537,360
|
||
|
Chordiant
Rules Server
|
86
|
CPU
|
$262,370
|
|
Chordiant
Rules Designer
|
10
|
Designers
|
$200,270
|
|
Subtotal
|
$462,640
|
License
Fee: $9,000,000
B.
ANNUAL SUPPORT FEE(S)
Initial
Annual Support and Maintenance Fee $1,000,000
At
IBM’s option, after expiration of the initial Support period and each subsequent
renewal period, IBM may acquire an additional one year of Support services
for
the Software licensed under this Order Form, for an annual support fee of
$1,000,000. For any Support renewal period, IBM cannot refuse to acquire an
additional year of Support services unless CIGNA has given them prior written
approval to do so, which IBM will send to Chordiant at least thirty days prior
to the expiration of the then current term of Support.
Support.
Standard
support services will be provided for the Software so long as the Annual Support
and Maintenance Fees have been paid. The fee for each renewal period will be
due
and payable by IBM in full Net 60 days from receipt by IBM of an accurate
invoice, which will be based on the issuance to Chordiant by IBM of an
electronic purchase order.
For
a minimum period of five (5) years commencing from the date of Delivery of
the
Software listed above, Chordiant will make Maintenance Services available for
the Software listed above.
Payment
Terms
The
License fee and the first year’s Annual Support and Maintenance fee (Total =
$10,000,000) are due and payable by IBM from receipt by IBM of an accurate
invoice, which will be based on the issuance to Chordiant by IBM of an
electronic purchase order, on the following dates:
|
Payment
Date
|
Amount
|
|
Date
of execution
|
$5,000,000
|
|
January
31, 2007
|
$2,500,000
|
|
March
31, 2007
|
$2,500,000
|
Future
Option Pricing.
The
parties agree that IBM shall have the option to license additional quantities
of
the Software Products listed within this Order Form from Chordiant at the
following quantities and License Fees for a period of 5 years from execution
of
this agreement:
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. Named User/Client, Server, Developer)
URN’s
(no. of)
|
|
Chordiant
Call Center Browser Edition
|
500
|
Concurrent
Users
|
|
Chordiant
Foundation Server
|
8
|
CPU
|
Total
One-Time License Fee:
$1,125,000
The
initial annual support and maintenance fee for each bundle of 500 additional
CCABE Concurrent Users and 8 additional CPUs for Chordiant Foundation Server
will be $125,000. At IBM’s option, after expiration of the initial Support
period and each subsequent renewal period, IBM may acquire an additional one
year of Support services for an annual support fee of $125,000.
Any
subsequent license based on options detailed above shall be set forth in a
subsequent Order Form(s).
Miscellaneous.
Additionally,
the parties agree that:
| (i) |
Chordiant
warrants for a period of 180 days 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 Inc. International
Business machines
Corporation:
/s/
Xxxxxx X. Xxxxxxxxxxx /s/
Xxxxx X. Xxxxxxx
Signature Signature
Xxxxxx
X. Xxxxxxxxxxx Xxxxx
X. Xxxxxxx
Print
Name Print
Name
President
and CEO Enterprise
Software Relationship Manager
Print
Title
Print
Title
Date:
September 28, 2006 Date:
September 28, 2006
Chordiant
Software, Inc.
/s/
Xxxxx X. Xxxxxx
Signature
Xxxxx
X. Xxxxxx
Print
Name
CFO
Print
Title
Date:
September 28, 2006
