0001042134-09-000008 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 29th, 2009 • Chordiant Software Inc • Services-prepackaged software • Delaware

This Indemnity Agreement (this “Agreement”) dated as of _____________________, 20__, is made by and between Chordiant Software, Inc., a Delaware corporation (the “Company”), and ___________________________ (“Indemnitee”).

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Chordiant Software, Inc. Stock Option Grant Notice And Agreement For Non-U.S. Employees
Stock Option Agreement • January 29th, 2009 • Chordiant Software Inc • Services-prepackaged software • Delaware

Chordiant Software, Inc. (the “Company”), pursuant to its 2005 Equity Incentive Plan (the “Plan”), hereby grants to the Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement (including any appendix to the Stock Option Agreement for the Optionholder’s country (the “Appendix”)), and the Plan (including any sub-plan for the Optionholder’s country (the “Sub-Plan”)), both of which are attached hereto and incorporated herein in their entirety.

ADDENDUM “C” TO MASTER SERVICES AGREEMENT
Master Services Agreement • January 29th, 2009 • Chordiant Software Inc • Services-prepackaged software

This agreement between Ness USA, Inc., located at 160 Technology Drive, Canonsburg, PA 15317 (“SUPPLIER”) and Chordiant Software, Inc. located at 20400 Stevens Creek Blvd., Cupertino, CA 95014 (“CHORDIANT”) is an Addendum dated this 1st day of January, 2009, (the “Addendum”) to the Master Services Agreement executed on December 15, 2003 (the “Agreement”) between SUPPLIER and CHORDIANT.

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