LICENSE SCHEDULE
Confidential
Treatment
Requested
Exhibit
10.51
|
5
|
|
|
Effective
Date:
|
Oct.
23, 2006
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THIS
LICENSE SCHEDULE is entered as of the Effective Date designated above,
by and between Licensor and the Licensee designated below. The
Parties hereto acknowledge that they are entering into this License Schedule
pursuant to the provisions of the Master Software License and Support Agreement
dated as of February 1, 2006, between Licensor and Citicorp Credit Services,
Inc. (USA). The Parties further acknowledge and agree that
the provisions of the Master Software License and Support Agreement
(“Agreement”) shall apply to this License Schedule as though such provisions
were set forth herein in their entirety.
|
LICENSOR
|
LICENSEE
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|
|
Name:
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Chordiant
Software, Inc.
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Citicorp
Credit Services, Inc. (USA)
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|
Address:
|
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
Suite
400
Cupertino,
CA 95014
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▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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State
of Incorporation:
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Delaware
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Delaware
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Software
(Itemize)
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List
Price
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Discount
%
|
License
Fee
|
|
Perpetual
License
|
$20,000,000
|
||
|
Chordiant
Order Form #5 attached hereto
and incorporated herein by
reference
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|||
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Source
Code delivered pursuant to Order Form #5 does not include the third
party
source code listed on Appendix A hereto.
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Third-Party
Software (Itemize)
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Owner
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IBM
Websphere
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CCSI
(USA)
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Oracle
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CCSI
(USA)
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Delivery
Site:
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Citicorp
Credit Services, Inc. (USA)
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Delivery
Date:
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NA
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||||||||
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▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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|||||||||||
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Billing
Address
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Citicorp
Credit Services, Inc. (USA)
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||||||||||
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▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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|||||||||||
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Installation
Fees:
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$
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NA
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|||||||||
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Training
Fees:
|
$
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NA
|
|||||||||
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Development
Fees:
|
$
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NA
|
|||||||||
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Implementation
Fees:
|
$
|
NA
|
|||||||||
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Maintenance
Fees:
|
$
|
See
Order Schedule #5
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Payment
Cycle:
|
Annually
|
|||||||
|
Maintenance
Term:
|
See
Order Schedule #5
|
||||||||||
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CPU
and/or number of MIPS and MIPS environment:
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Sun
Solaris
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||||||||||
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Acceptance
Test Period:
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NA
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||||||||||
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Warranty
Period:
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90
days from the date of delivery of the
Software
|
||||||||||
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Source
Code Provided Directly to Licensee:
|
Yes X
|
No
|
|
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Deposited
with Escrow Agent:
|
Yes X
|
No
|
|
|
Name
of Escrow Agent: Iron Mountain Intellectual
Property Management,
Inc.
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|||
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Address
of Escrow Agent:
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|||
|
Additional
Terms and Conditions:
1. In
the case of any conflict between this License Schedule and Chordiant
Order
Form #5, the terms of Chordiant Order Form #5 shall
prevail. (See additional terms and conditions in Chordiant
Order Form #5.)
2. Notwithstanding
Section 7.1 of the Agreement, in addition to Delivering Licensee
the
Source Code of the Software, Licensor also shall escrow the Software
as
indicated above in accordance with Section 7.1 of the
Agreement.
|
||
|
Term: Perpetual
|
||
Specifications:
No Additional Specifications
Allowed
Combinations: Not required
Acceptance
Criteria: NA
Configuration:
NA
Disaster
Recovery Plan: NA
Escrow
Agreement:
IN
WITNESS WHEREOF, the Parties hereto, through their duly authorized
officers, have executed this License Schedule to the Master Software License
and
Support Agreement as of the Effective Date designated above.
|
Chordiant
Software, Inc.:
|
Citicorp
Credit Services, Inc. (USA):
|
|||
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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By:
|
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
|
|
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
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Name:
|
▇▇▇▇
▇▇▇▇▇▇
|
|
|
Title:
|
President
& CEO
|
Title:
|
CIO
|
|
|
(type
or print)
|
||||
Date: __12/7/06____________________ Date: _____________12/8/06_______
[
* ]
= 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.
Confidential
Treatment Requested
|
Chordiant
Software, Inc.:
|
||
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇▇
|
|
|
Title:
|
CFO
|
|
|
(type
or print)
|
||
Date: _________12/7/06_________________
[
* ]
= 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.
Confidential
Treatment Requested
Appendix
A – Undelivered Third Party Source Code
[*
7 pages of tabular text omitted]
[
* ]
= 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.
Confidential
Treatment Requested
Order
Form No. 5
Contract
Information
Customer
Name: Citicorp
Credit Services, Inc. (USA) (“CCSI (USA)”)
Purchase
Order Number:
Customer
Location: [
* ]
Customer
Telephone
Number: [
* ]
Designated
Support
Contact: [
* ]
Contact’s
E-Mail
Address: [
* ]
Agreement
Name and Date:Master Software License and Support Agreement dated February
1,
2006 by and between Citicorp Credit Services, Inc. (USA) and Chordiant Software,
Inc. (“Agreement”)
This
Order Form (“Order Form”) is placed in accordance with and shall be governed by
the terms of the Agreement specified above. Customer hereby orders
the Software licenses for use as follows:
A: SOFTWARE
LICENSE
Designated
Center:
Hardware: Sun
Microsystems
Operating
System: Sun
Solaris
Relationship
Database: Oracle
Customer
Application: Citicorp
Credit Services, Inc. (USA) (“CCSI (USA)”)
Application
Server: IBM
Websphere
Channel
Usage: North
American Contact-Center, Internet, Portal, ATM, IVR
Branch.
[
* ]
= 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.
Confidential
Treatment Requested
1.
Server Environment
|
Software
Product(s)
|
Qty
|
License
Type (i.e. Named User/Client, Server, Developer)
URN’s
(no. of)
|
|
· Chordiant
5 Foundation Server:
Application
Components
Business
Process Server
Security
Server
Persistence
Server
Foundation
Server
JDBC
Connector for Oracle
CTI
Server
CAFÉ
Server
Connector
to MQ
|
CCSI
(USA) Enterprise
Source
Code*
|
CPU
|
|
· Chordiant
5 Development Tools:
Tools
Platform
Process
Developer
CAFÉ
Development Environment
|
CCSI
(USA) Enterprise
|
Developers
|
|
Recommendation
Advisor
|
CCSI(USA)
Enterprise
Source
Code*
|
A. Concurrent
Users
|
|
Chordiant
5 Lead Management module
|
CCSI(USA)
Enterprise
Source
Code*
|
Module
|
|
Chordiant
5 Basel II
|
CCSI(USA)
Enterprise
Source
Code*
|
Module
|
|
Fraud
Recoveries
|
CCSI
(USA)
Enterprise
Source
Code*
|
Module
|
|
Chargeback
& Disputes
|
CCSI
(USA) Enterprise
Source
Code*
|
Module
|
|
License
Fee
|
[
* ]
|
[
* ]
= 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.
Confidential
Treatment Requested
2.
Decision/Marketing Environment
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
|
Chordiant
Marketing Director
|
CCSI
(USA) Enterprise
Source
Code*
|
URN
|
|
On-line
Marketing Director
|
CCSI
(USA) Enterprise
Source
Code*
|
URN
|
|
Predictive
Analytics Director
|
CCSI
(USA) Enterprise
Source
Code*
|
Developers
|
|
Strategy
Director
|
CCSI
(USA) Enterprise
Source
Code*
|
Developers
|
|
Real-Time
Decision Server
|
CCSI
(USA) Enterprise
Source
Code*
|
URN
|
|
Database
Decision Server
|
CCSI
(USA) Enterprise
Source
Code*
|
URN
|
|
Decision
Monitor
|
CCSI
(USA) Enterprise
Source
Code*
|
Developers
|
|
Decision
Monitor Universe
|
CCSI
(USA)
Enterprise
Source
Code*
|
URN
|
|
Data
Preparation Director
|
CCSI
(USA) Enterprise
Source
Code*
|
Developers
|
|
Interaction
Services
|
CCSI
(USA)
Enterprise
Source
Code*
|
URN
|
|
Adaptive
Decisioning Services
|
CCSI
(USA)
Enterprise
Source
Code*
|
URN
|
|
License
Fee
|
[
* ]
|
[
* ]
= 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.
Confidential
Treatment Requested
3.
Reporting Environment
|
Software
Product(s)
|
Quantity
|
License
Type URN’s (no. of)
|
License
Fee
|
|
Chordiant
OneReporting Report Library (assets only) ***
|
CCSI
(USA)
Enterprise
|
CPU
|
[
* ]
|
|
License
Fee
|
[
* ]
|
4.
Rules Environment
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
License
Fee
|
|
Rules
Server
|
CCSI
(USA)
Enterprise
|
CPU
|
[
* ]
|
|
Rules
Designer
|
[
* ]
|
Developers
|
[
* ]
|
|
License
Fee
|
[
* ]
|
5.
Desktop Environment
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
License
Fee
|
|
Chordiant
5 Call Center Advisor Browser Edition
|
1000
Source
Code*
|
Concurrent
Users
|
[
* ]
|
|
Chordiant
5 Teller
|
100
Source
Code*
|
Concurrent
Users
|
[
* ]
|
|
License
Fee
|
[
* ]
|
6.
Collections
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
License
Fee
|
|
Chordiant
Collections v1.0**
|
CCSI
(USA)
Enterprise
Source
Code*
|
CPU
|
$1,200,000
|
|
License
Fee
|
$1,200,000
|
7.
Financial Environment (Retail Banking)
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
License
Fee
|
|
Chordiant
5 Lending (to include lending and mortgage
assets/templates)***
|
CCSI(USA)
Enterprise
Source
Code*
|
Module
|
[
* ]
|
|
Chordiant
5 Financial Services
|
CCSI(USA)
Enterprise
Source
Code*
|
4
CPU
|
[
* ]
|
|
License
Fee
|
[
* ]
|
|
*
Excludes source code of Third Party Software itemized on the License
Schedule No.5.
|
|
**
Generally available (GA) delivery of the Chordiant Collections 1.0
software product with the product specifications described on Exhibit
A
hereto is anticipated to occur in the second calendar quarter of
2007.
|
|
***
This license is limited to the software product initially delivered
and is
not supported.
|
7. Total
License Fees (subject to Section 9.5 of the Agreement, due and payable upon
execution of the Order Form):$20,000,000
8. Additional
Licenses. CCSI (USA) may purchase additional licenses for the Software
Products listed below at the respective quantities and license fee
indicated.
CCSI
(USA)’s Purchase table valid until September 2012
|
Software
Product(s)
|
Quantity
|
License
Type (i.e. User/Client, Server, Developer), URN’s (no.
of)
|
License
Fee
|
|
Chordiant
5 Call Center Advisor Browser Edition
|
500
|
Concurrent
Users
|
$325,000
|
|
Chordiant
5 Teller
|
100
|
Concurrent
User
|
$30,000
|
Subject
to the note below, CCSI (USA) agrees that if it deploys any software which
is a
functional substitute for Chordiant 5 Call Center Advisor Browser Edition or
Chordiant 5 Teller then CCSI (USA) will pay Chordiant the same license fees
for
such functional substitute as would have been applicable to a corresponding
deployment of Chordiant 5 Call Center Advisor Browser Edition or Chordiant
5
Teller and the users of such functional substitute shall be considered
Concurrent Users (as such term is defined below).
For
purposes of this Order Form, the term “functional substitute” shall be defined
as being an equivalent product with like functionality and technical maturity
or, in the case of the Chordiant Call Center Advisor Browser Edition, a product
which otherwise allows CCSI (USA)’s employees and contractors the ability to
access the functionality of the Software Products licensed hereunder on an
Enterprise basis. In the event that Chordiant 5 Call Center Advisor
Browser Edition or Chordiant 5 Teller becomes functionally or technically
obsolete, Chordiant will have 90 days to resolve the deficiency. If
Chordiant is unable to do so, CCSI (USA) shall have the option of deploying
a
substitute without penalty, without payment to Chordiant and the users of such
functional substitute shall not be considered concurrent users.
Note:
If the total license fees paid by CCSI (USA) or its affiliates (under this
Order
Form #5 and any subsequent Order Form under the Agreement entered into after
the
date of execution of this Order Form #5) equal or exceed $50,000,000 at any
time
before the end of the year 2012, then the Chordiant 5 Call Center Advisor
Browser Edition and Chordiant 5 Teller will be considered enterprise (unlimited
Concurrent Users) for CCSI (USA). CCSI(USA)’s obligation set forth in the two
paragraphs immediately above this Note to pay Chordiant license fees for
CCSI(USA)’s deployment of functional substitutes shall cease to apply when the
total license fees paid to Chordiant by CCSI(USA) reach
$50,000,000.
B: ANNUAL
SUPPORT FEE(S) ON SOFTWARE LICENSE
1. Annual
Support Fees for the software license identified in Section A above
are:
Premium
Support
a. First
12 months of Premium Support services shall be provided at no cost.
b. During
the second 12 month period, the Premium Support services shall be calculated
at
an annual rate equal to $ 240 x Number of Concurrent Users on the Counting
Date
(as defined below). Notwithstanding the foregoing, the fee for Premium Support
services shall not exceed $20,000,000 per annum.
2. Definitions
The
Number of Concurrent Users is defined as the maximum number of individuals
using
Chordiant 5 Call Center Advisor Browser Edition or Chordiant 5 Teller to access
a Chordiant 5 server product at any one time.
3. Reporting
CCSI
(USA) will inform Chordiant Software Inc. of the peak Number of the Concurrent
Users on the second Monday in September of each year (the “Counting Date”) not
more than thirty (30) days after the Counting Date. For each support
period, Chordiant will invoice CCSI (USA) following receipt from CCSI (USA)
of
the report stating the Number of Concurrent Users on the Counting
Date.
Not
more frequently than annually, Chordiant may audit CCSI (USA)’s use of the
Software. If an audit reveals, or CCSI (USA) reports to Chordiant,
that the Number of Concurrent Users in production by CCSI (USA) on the Counting
Date exceeds the Number of Concurrent Users licensed by CCSI (USA) on the
Counting Date, then CCSI (USA) shall be invoiced directly for such unpaid
licenses based on CCSI (USA)’s Purchase table listed above.
4. Renewal
of Support: At CCSI (USA)’s option, on the second anniversary of the
execution of this License Schedule, and on each subsequent anniversary date,
CCSI (USA) may acquire an additional one year of Premium Support services for
the Software licensed under this Order Form, for an annual support fee
calculated as the higher of 4% of the License fees paid or $240 x Number of
Concurrent Users on the Counting Date. The Concurrent User support
fee (initially $240 per user) shall not increase from the previous year’s per
user Support Fee by more than the lesser of 5% or the actual increase in the
Consumer Price Index (CPI) for the previous twelve (12) month period as
published by the Wall Street Journal. Notwithstanding the foregoing, the fee
for
Premium Support services shall not exceed $20,000,000 per annum.
C: MISCELLANEOUS
|
1.
|
As
specified on this Order Form, Chordiant shall deliver to the CCSI
(USA)
Location, one copy of the Software media and Documentation
(electronically, or CD-ROM or bound, whichever is generally available
and
at CCSI (USA) discretion) (“Master Copy”) for each Software license
specified above for use at the Designated Center. CCSI (USA)
shall have the right to make up to a reasonable number of copies
of the
Software, including Documentation, for each License Type of the Software,
and CCSI (USA) shall be responsible for installation of the
Software. All fees due under this Order Form shall be due and
payable upon the dates set forth in this Order Form, and shall be
non-cancelable and the sum paid
non-refundable.
|
|
2.
|
No
acceptance period shall apply to the Software. The Software is
deemed accepted upon delivery.
|
Chordiant
Software
Inc. Citicorp
Credit Services, Inc. (USA)
Signature
Signature
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Print
Name
Print Name
President
&
CEO
________________________________________
Print
Title
Print Title
Date Date
Signature
▇▇▇▇▇
▇▇▇▇▇▇
Print
Name
CFO
Print
Title
Date
[
* ]
= 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.
Confidential
Treatment Requested
Exhibit
A
Chordiant
Collections 1.0
Product
Specifications
[
* 3 pages of text omitted ]
[
* ]
= 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.