Preview of our top selling Software License Agreement
Chordiant / EDS - Software License Agreement
SOFTWARE LICENSE AGREEMENT
ELECTRONIC DATA SYSTEMS CORPORATION
CHORDIANT SOFTWARE, INC.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
TABLE OF CONTENTS
SOFTWARE LICENSE AGREEMENT
ARTICLE I. AGREEMENT, TERM, AND DEFINITIONS
1.1 Agreement and Term........................................................ 1
1.2 Certain Definitions....................................................... 1
ARTICLE II. PURCHASE ORDERS
2.1 Preparation of Purchase Orders............................................ 2
2.2 Issuance and Acceptance of Purchase Orders................................ 2
2.3 Purchase Order Alterations................................................ 3
2.4 Evaluation Purchase Orders................................................ 3
2.5 Cancellation of Purchase Orders........................................... 4
ARTICLE III. PROVISION OF LICENSED SOFTWARE AND SERVICES
3.1 General................................................................... 4
3.2 Transportation of Licensed Software....................................... 5
3.3 Risk of Loss.............................................................. 5
3.4 Installation of Licensed Software......................................... 5
3.5 Right to Cancel for Delays................................................ 5
3.6 Resale of Products by EDS................................................. 5
3.7 Time and Materials Services............................................... 6
3.8 Services in General....................................................... 7
3.9 Ownership of Intellectual Property Rights................................. 8
3.10 Use of Existing Materials................................................. 9
3.11 Further Acts.............................................................. 10
3.12 Time of Performance....................................................... 10
3.13 EDS Business Practices.................................................... 10
3.14 Education Services........................................................ 10
3.15 Development Services...................................................... 10
ARTICLE IV. PROVISION OF LICENSED SOFTWARE
4.1 Acceptance of Licensed Software........................................... 10
4.2 Grant of License.......................................................... 11
4.3 Transfer of Licensed Software............................................. 13
4.4 Ownership of Licensed Software and Modifications.......................... 13
4.5 Proprietary Markings...................................................... 14
4.6 Duplication of Documentation.............................................. 14
4.7 Non-Disclosure............................................................ 14
4.8 Licensed Software Support Services........................................ 14
4.9 Licensed Software Support Services Options................................ 17
4.10 Provision of Source Code.................................................. 18
4.11 Acquisition of Third Party Software....................................... 18
4.12 Software from an Authorized Third Party................................... 19
4.13 Software Audit............................................................ 19
ARTICLE V. WARRANTIES, INDEMNITIES, AND LIABILITIES
5.1 Warranty.................................................................. 19
5.2 Proprietary Rights Indemnification........................................ 20
5.3 Cross Indemnification..................................................... 21
i
5.4 Limitation of Liability................................................... 22
5.5 Insurance................................................................. 22
5.6 Survival of Article V..................................................... 22
ARTICLE VI. PAYMENTS TO SUPPLIER
6.1 Charges, Prices, and Fees for Licensed Software and Services.............. 23
6.2 Modifications to Charges.................................................. 23
6.3 Auto Payment.............................................................. 23
6.4 Payment Through Invoicing................................................. 24
6.5 Taxes..................................................................... 24
ARTICLE VII. TERMINATION
7.1 Termination for Cause..................................................... 25
7.2 Termination for Insolvency or Bankruptcy.................................. 26
7.3 Termination for Non-Payment............................................... 26
7.4 Termination of Software License........................................... 26
7.5 Rights Upon Termination................................................... 26
ARTICLE VIII. MISCELLANEOUS
8.1 Binding Nature, Assignment, and Subcontracting............................ 26
8.2 Counterparts.............................................................. 27
8.3 Headings.................................................................. 27
8.4 Authorized Agency......................................................... 27
8.5 Relationship of Parties................................................... 28
8.6 Confidentiality........................................................... 28
8.7 Media Releases............................................................ 28
8.8 Dispute Resolution........................................................ 28
8.9 Electronic Communications................................................. 29
8.10 Proposals and Special Projects............................................ 29
8.11 Governmental Customers.................................................... 29
8.12 International Business.................................................... 29
8.13 Compliance with Laws...................................................... 29
8.14 Labor..................................................................... 30
8.15 Export.................................................................... 30
8.16 Notices................................................................... 30
8.17 Force Majeure............................................................. 30
8.18 Severability.............................................................. 31
8.19 Waiver.................................................................... 31
8.20 Remedies.................................................................. 31
8.21 Survival of Terms......................................................... 31
8.22 Nonexclusive Market and Purchase Rights................................... 31
8.23 GOVERNING LAW............................................................. 31
8.24 Entire Agreement.......................................................... 32
ii
LIST OF EXHIBITS
EXHIBIT A EDS BUSINESS PRACTICES - ---------------------- EXHIBIT B CHARGES, PRICES, AND FEES - --------------
----------- EXHIBIT C THIRD PARTY SYSTEM ACCESS AGREEMENT - ----------------------------------- EXHIBIT D EDUCATION SERVICES - ------------------ EXHIBIT E DEVELOPMENT SERVICES - -------------------- EXHIBIT F RESELLER ACCESS AUTHORIZATION - -------------
---------------- EXHIBIT G THIRD PARTY LETTER AGREEMENT - ---------------------------- EXHIBIT H END USER SOFTWARE LICENSE AGREEMENT - -----------------------------------
iii
SOFTWARE LICENSE AGREEMENT
--------------------------
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement"), dated July 11, 1998 (the "Effective Date"), is between CHORDIANT SOFTWARE, INC., a Delaware corporation ("Chordiant"), and ELECTRONIC DATA SYSTEMS CORPORATION, a Delaware corporation ("EDS").
W I T N E S S E T H:
WHEREAS, EDS desires to have the right to license computer software programs and to obtain services from Chordiant for EDS' Centrobe business or successor organizations as designated by EDS from time to time; and
WHEREAS, Chordiant is willing to provide computer software programs and services to EDS in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration received and to be received, Chordiant and EDS agree as follows:
ARTICLE I. AGREEMENT, TERM, AND DEFINITIONS
--------------------------------------------
1.1 Agreement and Term. The parties agree that the terms and conditions of
------------------
this Agreement apply to Chordiant's provision of computer software programs
and services to EDS for EDS' Centrobe customers. The term of this
Agreement commences on the Effective Date and the Agreement shall continue
to be in effect until terminated by either party as set forth in this
1.2 Certain Definitions. The following definitions apply to this Agreement:
-------------------
(a) "Affiliate" means any entity controlling, controlled by or under
common control with either party. For purposes of this Agreement,
control means operational control in which the controlling entity has
either (i) fifty one percent (51%) or more of the equity interest, or
(ii) the maximum percentage of the equity interest allowed by local
law, based on the entity's location or state of incorporation, as
applicable, whichever is less.
(b) "Applicable Specifications" means the functional, performance,
operational, compatibility, and other specifications or
characteristics of a Product described in applicable Documentation and
such other specifications or characteristics of a Product agreed upon
in writing by the parties.
(c) "Documentation" means user guides, operating manuals, education
materials, product descriptions and specifications, technical manuals,
supporting materials, and other information provided, or to be
provided, by Chordiant to EDS relating to the Products or used in
conjunction with the Services, whether distributed in print, magnetic,
electronic, or video format, in effect as of the date (i) a Product is
shipped to or is accepted by EDS, as applicable, or (ii) the Service
is provided to EDS.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(d) "Employee" means those employees, agents, subcontractors, consultants,
and representatives of Chordiant provided or to be provided by
Chordiant to perform Services pursuant to this Agreement.
(e) "Licensed Software" means computer programs in object code (including
micro code) provided or to be provided by Chordiant pursuant to this
Agreement. The definition of Licensed Software also includes any
enhancements, translations, modifications, updates, releases, or other
changes to Licensed Software which are provided or to be provided as
part of Chordiant's performance of warranty Service obligations or
pre-paid support Services pursuant to this Agreement.
(f) "Products" means, individually or collectively as appropriate,
Licensed Software, Documentation, and Work Products (as later defined
in this Agreement), provided or to be provided by Chordiant pursuant
to this Agreement.
(g) "Services" includes, but is not limited to, installation, education,
acceptance testing, support, development, warranty, and time and
materials services, provided or to be provided by Chordiant pursuant
to this Agreement.
(h) "Site" means geographically contiguous buildings, each of which, in
whole or in part, is occupied or accessed by EDS or a customer of EDS.
"Geographically contiguous" means adjacent tracts or parcels of real
property separated, if at all, only by publicly dedicated rights of
way or private easements.
(i) "Source Code" means the instructions regarding the Licensed Software
expressed in the high-level technical and specialized programming
language in which the programmer wrote the software program.
(j) "Warranty Period" means the period specified in Section 5.1(e) of this
Agreement during which Chordiant is obligated to perform its warranty
ARTICLE II. PURCHASE ORDERS
----------------------------
2.1 Preparation of Purchase Orders. Chordiant agrees that computer software
------------------------------
programs and services which Chordiant generally makes available to other
customers shall be made available to EDS under the terms and conditions of
this Agreement. EDS may reasonably request non-confidential information
about computer software programs and services in order to prepare purchase
orders and Chordiant shall promptly provide to EDS, at no charge,
sufficiently detailed non-confidential information which is responsive to
EDS' request. From time to time and/or at EDS' request, Chordiant shall
provide written information to EDS about computer software programs and
services, and new releases, versions or options related thereto, available
or to be available from Chordiant.
2.2 Issuance and Acceptance of Purchase Orders. References in this Section
------------------------------------------
to purchase orders also apply to alterations to Purchase Orders (as later
defined in this Section). The following governs the issuance and
acceptance of purchase orders under this Agreement:
(a) EDS may issue to Chordiant written purchase orders identifying the
Licensed Software and Services EDS desires to obtain from Chordiant.
Each purchase order may include
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
other terms and conditions applicable to the Licensed Software and
Services ordered; such other terms shall be consistent with the terms
and conditions of this Agreement, or shall be necessary to place a
purchase order, such as billing and shipping information, required
delivery dates, installation locations, and Charges (as later defined
in this Agreement).
(b) Chordiant shall promptly accept purchase orders by providing to EDS a
written or an oral acceptance of such purchase order, or by commencing
performance pursuant to such purchase order. Chordiant shall accept
purchase orders which do not establish new or conflicting terms and
conditions from those set forth in this Agreement. Chordiant shall
also accept purchase orders incorporating terms and conditions which
have been separately agreed upon in writing by the parties.
Notwithstanding the forgoing, Chordiant shall have the right to reject
purchase orders for Services due to an inability to meet the delivery
or commencement dates set forth in such purchase orders by promptly
providing written notice to EDS of such inability and alternative
dates that can be met by Chordiant.
(c) Chordiant may reject a purchase order which does not meet the
conditions described in subsection (b) above by promptly providing to
EDS a written explanation of the reasons for such rejection. Chordiant
shall accept an alteration to the originally issued purchase order if
such alteration remedies the items set forth in Chordiant's written
Purchase orders accepted in accordance with this Section are referred to as
"Purchase Orders." EDS shall have no responsibility or liability for
Licensed Software or Services provided without a Purchase Order so long as
EDS returns such Licensed Software to Chordiant, at Chordiant's expense.
2.3 Purchase Order Alterations. EDS may issue an alteration to a Purchase
--------------------------
Order in order to, without limitation, (i) change a location for delivery,
(ii) reasonably modify the quantity or type of Licensed Software and
Services to be delivered or performed, (iii) implement any reasonable
change or modification as required by or permitted in this Agreement, (iv)
correct typographical or clerical errors, or (v) order Licensed Software or
Services which are of superior quality, or are enhancements to or are new
releases or new options of the Licensed Software or Services set forth in
the Purchase Order. Notwithstanding the forgoing, Chordiant shall have the
right to reject purchase order alterations for Services due to an inability
to meet the delivery or commencement dates if such inability is caused by
such alteration, by promptly providing written notice to EDS of such
inability and alternative dates that can be met by Chordiant
2.4 Evaluation Purchase Orders. EDS may issue a purchase order to Chordiant for
--------------------------
Product evaluation by EDS in accordance with the following:
(a) The evaluation period shall not exceed thirty (30) days (the
"Evaluation Period") unless otherwise agreed upon by the parties in
(b) During the Evaluation Period, the Products shall be used by EDS in a
non-production environment.
(c) Chordiant shall provide the Products listed in the evaluation Purchase
Order to EDS and shall pay all related transportation costs.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(d) Licensed Software provided pursuant to an evaluation Purchase Order
shall be protected by EDS in accordance with the non-disclosure
requirements specified in this Agreement which are applicable to
Licensed Software.
(e) EDS and Chordiant must mutually agree to Services required during the
Evaluation Period, EDS shall pay Chordiant for such Services as per
the Charges listed in Exhibit B of this Agreement, or as mutually
agreed by the parties. If no agreement is reached as to the amount of
Services required then Chordiant may reject such Evaluation Purchase
(f) At the conclusion of the Evaluation Period, EDS shall have the option
of: (i) acquiring such Products pursuant to this Agreement, (ii)
returning such Products to Chordiant at EDS' expense without
obligation to Chordiant, and (iii) destroying all copies of such
(h) Products which Chordiant and EDS agree to be the subject of beta
testing by EDS shall be subject to a separate agreement between the
parties containing applicable beta test terms and conditions.
2.5 Cancellation of Purchase Orders. Except as otherwise agreed upon by the
-------------------------------
parties, EDS may cancel all or a portion of a Purchase Order relating to
Product(s), without charge or penalty up to ten (10) calendar days prior to
the scheduled delivery date of the affected Product(s). In the event EDS
cancels a Purchase Order or any portion thereof within ten (10) calendar
days of the scheduled delivery date, as Chordiant's sole and exclusive
remedy and EDS' sole liability, EDS shall reimburse Chordiant the direct,
verifiable, non-recoverable expenses incurred by Chordiant as a result of
such cancellation. Purchase Orders, or portions thereof, for Services may
be canceled as specified in the applicable sections of this Agreement.
ARTICLE III. PROVISION OF LICENSED SOFTWARE AND SERVICES
---------------------------------------------------------
3.1 General. EDS is entitled to obtain Licensed Software and Services for
-------
the benefit of and use by Affiliates of EDS if such use is on behalf of
EDS' Centrobe business. Such Affiliates and their respective employees are
entitled to use the Licensed Software and Services in accordance with this
Agreement and have and are entitled to all rights, benefits, and
protections granted to EDS pursuant to this Agreement with respect to such
Licensed Software and Services. However, an Affiliate of EDS shall only be
entitled to obtain Licensed Software and Services directly from Chordiant
pursuant to this Agreement if EDS so provides written notice to Chordiant.
EDS is responsible for compliance by its Affiliates with the terms and
conditions set forth in this Agreement. EDS and its Affiliates have the
right to transfer (pursuant to Section 4.3 "Transfer of Licensed
Software"), or remarket the Licensed Software and Services to third
3.2 Transportation of Licensed Software. Chordiant shall deliver Licensed
-----------------------------------
Software to EDS on the delivery date set forth in the applicable Purchase
Order or as otherwise agreed upon by the parties. Charges for
transportation of Licensed Software shall be paid by Chordiant. The method
and mode of all transportation shall be those selected by Chordiant.
3.3 Risk of Loss. All risk of loss of, or damage to, Licensed Software
------------
shall be borne by Chordiant until receipt of delivery of such Licensed
Software by EDS. Chordiant agrees to insure Licensed Software until
receipt of delivery of such Licensed Software by EDS. If loss to or damage
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Licensed Software occurs prior to receipt of delivery by EDS, Chordiant
shall immediately provide a replacement item or, if Licensed Software is
not immediately replaceable, Chordiant shall give EDS highest priority for
the provision of replacement Licensed Software.
3.4 Installation of Licensed Software. If installation is set forth in
---------------------------------
the governing Purchase Order or is included in the Charge for Licensed
Software, Chordiant shall install Licensed Software in good working order
at the designated location on or before the installation date set forth in
the applicable Purchase Order or as otherwise agreed upon by the parties.
Installation Services shall include performance of Chordiant's usual and
customary diagnostic tests to determine the operational status of the
Licensed Software. Chordiant shall inform EDS of any education Services
which are included with installation, and such education may be performed
at a time mutually agreed upon by Chordiant and EDS.
3.5 Right to Cancel for Delays. In the event of a delay in delivery of
--------------------------
all or any portion of Licensed Software listed on a Purchase Order or
Licensed Software listed on a series of Purchase Orders which relate to a
specific project or request for proposal (the Licensed Software listed on
such series of Purchase Orders referred to as "Related Licensed Software"),
or in the event of a delay in the performance of Services which is not
excused in this Agreement, EDS may cancel without charge all or any portion
of the Licensed Software, Related Licensed Software or Services for which
delivery or performance has been so delayed. If, in EDS' opinion, the
delivered Licensed Software or Related Licensed Software are not operable
without the remaining undelivered Licensed Software or Related Licensed
Software, EDS may, at Chordiant's expense, return any delivered Licensed
Software or Related Licensed Software to Chordiant. EDS shall not be
liable for any expenses incurred by Chordiant for canceled, undelivered, or
returned Licensed Software or Related Licensed Software. EDS shall receive
a refund of all amounts paid to Chordiant with respect to the canceled
and/or returned Licensed Software, Related Licensed Software and Services.
3.6 Resale of Products by EDS. During the term of this Agreement, EDS may
-------------------------
promote and resell Product licenses, in conjunction with EDS providing
systems integration, outsourcing or facilities management services to a
customer of EDS ("ITS Customer"), in accordance with the following terms
and conditions:
(a) Charges for Purchase Orders identified for resale of Product licenses
shall be as set forth in Exhibit B.
(b) For a Purchase Order not identified as subject to Auto Payment as
defined in Section 6.3, Chordiant may invoice EDS for resale products
upon delivery and payment will be made in accordance with the
provisions of Section 6.4, Payment Through Invoicing.
(c) Chordiant shall extend the same warranties and indemnifications, with
respect to Products resold by EDS hereunder, as Chordiant extends to
other end user customers.
(d) The term of agreements, warranties and indemnities extended by
Chordiant to an ITS Customer shall commence upon delivery of a Product
to an ITS Customer and the ITS Customer shall be governed by
Chordiant's then current End User Software License Agreement, which
may be changed by Chordiant from time to time but is substantially
similar to Exhibit H, from the delivery date to such ITS Customer. EDS
shall not resell Product without first obtaining an End User Software
License Agreement signed by Chordiant and ITS Customer.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(e) Chordiant shall make available to ITS Customers all training,
technical support and other services related to the Products that are
currently generally available or that may be generally available by
Chordiant to other end user customers.
(f) During the term that EDS is providing services to an ITS Customer, EDS
shall have authorized access to Licensed Software acquired under this
Section 3.6, in accordance with the provisions of Exhibit F, titled
"Reseller Access Authorization".
3.7 Time and Materials Services. If available from Chordiant, EDS may
---------------------------
obtain on a time and materials basis from Chordiant consulting, development
and other Services (excluding support Services which are provided pursuant
to other sections of this Agreement) agreed upon by the parties in
accordance with the terms and conditions set forth below.
(a) EDS may reasonably request on a purchase order the number and skill
levels of Employees to perform Services.
(b) During the course of performance of Services, EDS may request
replacement of an Employee or a proposed Employee. In such event,
Chordiant shall use best efforts to provide, within five (5) working
days of receipt of such request from EDS, a substitute Employee of
sufficient skill, knowledge, and training to perform the applicable
Services. If, after use of best efforts, Chordiant is unable to
provide such substitute Employee, EDS may, at its sole option, retain
the Services of said unacceptable Employee until such time as
Chordiant provides an acceptable substitute Employee. If, within the
first thirty (30) days after an Employee's commencement of Services,
EDS notifies Chordiant (i) such Employee's level of performance is
unacceptable, (ii) such Employee has failed to perform as required, or
(iii) such Employee, in EDS' sole opinion, lacks the skill, knowledge
or training to perform at the required level, then EDS shall not be
required to pay for Services provided by such Employee during such
period and Chordiant shall refund to EDS all amounts paid for such
Employee's Services; however, EDS shall pay for any Work Product
created by said Employee which EDS continues to use after the
replacement of said Employee and if EDS decides to retain the services
of said Employee because no acceptable substitute has been made
available, then EDS shall pay for any services performed after the
date of notice to Chordiant at a discounted rate mutually agreed to by
the parties. If EDS requests replacement of an Employee for the above-
referenced reasons after such thirty (30) day time period, or at any
time for a reason other than the reasons indicated above, EDS shall
not be required to pay for, and shall be entitled to a refund of, any
sums paid to Chordiant for such Employee's Services after the date of
EDS' requested replacement of such Employee.
(c) Chordiant shall not replace, without EDS' consent (which shall not be
unreasonably withheld or delayed), an Employee then currently
performing Services, for which the Employee is uniquely qualified,
this includes but is not limited to: (i) EDS has provided training to
said Employee to enable them to perform the Service, or (ii) EDS
specifically requested and Chordiant agreed to provide said Employee
to perform the Service; until the governing Purchase Order expires or
is terminated; however, Chordiant may replace, without EDS' consent,
an Employee for reasons relating to the Employee's termination with
Chordiant, promotion, demotion, illness, death, or causes beyond
Chordiant's control.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(d) EDS shall reimburse Chordiant for reasonable expenses incurred by
Employees in the performance of Services (if requested by EDS or
requested by Chordiant in advance and approved by EDS) which are
related to travel, lodging, and meals; such expenses shall be
reimbursed in accordance with EDS' guidelines for its own employees.
(e) Chordiant shall establish and shall retain, for a period of three (3)
years following the performance of time and materials Services,
records which adequately substantiate the applicability and accuracy
of Charges for such Services and related expenses to EDS. Upon
receipt of thirty (30) days advance notice from EDS, Chordiant shall
produce such records for audit by EDS subject to the confidentiality
provisions of this Agreement.
(f) Purchase Orders for Services provided or to be provided under this
Section may be canceled at any time without charge or penalty, upon
five (5) business days advance written notice to Chordiant, provided
that EDS shall pay for Services already performed prior to the
effective date of such notice.
3.8 Services in General. In connection with the performance of any
-------------------
Services pursuant to this Agreement:
(a) Unless a specific number of Employees is set forth in the governing
Purchase Order, Chordiant warrants it will provide sufficient
Employees to complete the Services ordered within the applicable time
frames established pursuant to this Agreement or as set forth in such
Purchase Order; however, it shall be considered an excused delay if
EDS changes the technical specifications associated with such
Services, then EDS and Chordiant shall set new time frames based upon
such changed technical specifications.
(b) Chordiant warrants that Employees shall have sufficient skill,
knowledge, and training to perform Services and that the Services
shall be performed in a professional and workmanlike manner.
(c) Employees performing Services in the United States must be United
States citizens or lawfully admitted in the United States for
permanent residence or lawfully admitted in the United States holding
a visa authorizing the performance of Services on behalf of Chordiant.
(d) Chordiant warrants that all Employees utilized by Chordiant in
performing Services are under a written obligation to Chordiant
requiring Employee: (i) to maintain the confidentiality of information
of Chordiant's customers, and (ii) if such Employee is not a full-time
employee whose work is considered a "work for hire" under Section 101
of the United States Copyright Code, to assign all of Employee's
<...
View agreement details