0001042134-09-000017 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 7th, 2009 • Chordiant Software Inc • Services-prepackaged software • California

This Change Of Control Agreement (the “Agreement”) is entered into this 8th day of April, 2009 (the “Effective Date”), between Chordiant Software, Inc. (the “Company”) and Marchai Bruchey (“Executive”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

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February 10, 2009 David Cunningham Chordiant Software, Inc. 20400 Stevens Creek Blvd. Cupertino, CA 95014 Re: Separation Agreement Dear David:
Separation Agreement • May 7th, 2009 • Chordiant Software Inc • Services-prepackaged software • California

This letter sets forth the substance of the separation agreement (the “Agreement”) that Chordiant Software, Inc. (the “Company”) is offering to you to aid in your employment transition.

Amendment Number Three (3) to The Master Agreement for Subcontracted Services IBM as Prime Contractor #4902A20003
Subcontractor Agreement • May 7th, 2009 • Chordiant Software Inc • Services-prepackaged software

International Business Machines Corporation (IBM) and Chordiant Software, Inc. (Chordiant) hereby agree to amend the Mater agreement for Subcontracted Services IBM as Prime Contractor #4902A20003 between the parties dated June 14, 2002 (called the Subcontractor Agreement) as described below in this Amendment (“this Amendment” or “Amendment Three”). This Amendment shall be effective on the date of last signature below.

ADDENDUM “D” TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 7th, 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 March 19, 2009 (the “Addendum”) to the Master Services Agreement executed on December 15, 2003 between SUPPLIER and CHORDIANT, as amended (the “Agreement”).

AMENDMENT NO. 1 TO MASTER PROFESSIONAL SERVICES AGREEMENT
Master Professional Services Agreement • May 7th, 2009 • Chordiant Software Inc • Services-prepackaged software

This Amendment No. 1 (this “Amendment”) to the Master Professional Services Agreement (the “Agreement”) dated April 3, 2006 by and between Chordiant Software, Inc. (“Contractor”) and Citicorp Credit Services, Inc. (USA) (“Client”) is made as of June 1, 2007 (the “Effective Date”) by and between Contractor and Client.

Certain confidential information contained in this document, marked by brackets [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Letter Agreement on Terms for Professional Services • May 7th, 2009 • Chordiant Software Inc • Services-prepackaged software

This Letter Agreement documents certain understandings and agreements made between our companies regarding the continued acquisition of professional services by Citicorp Credit Services, Inc. (“Citi”) from Chordiant Software, Inc. (“Chordiant”) pursuant to the Master Professional Services Agreement, dated April 3, 2006, as amended to date, and the Master Work Order made thereunder, effective July 1, 2008 (collectively, the “Agreements”).

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