Software License Agreement

SOFTWARE LICENSE AGREEMENT





ELECTRONIC DATA SYSTEMS CORPORATION





CHORDIANT SOFTWARE, INC.







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



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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



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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 A GREEMENT - ---------------------------- EXHIBIT H END USER SOFTWARE LICENSE AGREEMENT - -----------------------------------



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SOFTWARE LICENSE AGREEMENT



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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

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1.1 Agreement and Term. The parties agree that the terms and conditions of

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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:

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(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.







(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

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2.1 Preparation of Purchase Orders. Chordiant agrees that computer software

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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

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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





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

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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

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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.





(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

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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

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3.1 General. EDS is entitled to obtain Licensed Software and Services for

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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

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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

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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





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

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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

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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

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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 ...