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ADDENDUM “A”
TO
MASTER SERVICES AGREEMENT
This agreement
between Ness Global Services, Inc. a Pennsylvania
Corporation, Ness Technologies India Ltd. an Indian Company,
and Ness Technologies, Inc., a Delaware Corporation
(collectively “ Supplier” ) and Chordiant
Software, Inc. a Delaware Corporation (“ Chordiant
”), is an Addendum (the “ Addendum ”) to
the Master Services Agreement executed on December 15, 2003 (the
“ Agreement ”) between Supplier and Chordiant
and is effective as of September 12, 2005.
WHEREAS, the
parties hereto wish to modify certain terms of the Agreement and to
memorialize additional terms, as more fully set forth below;
WHEREAS, Chordiant
and Supplier wish to permit certain of Supplier key employees to
perform services outside the Supplier EDC Site and remotely access
the Supplier EDC network; and
WHEREAS Supplier
wishes to limit its liability for certain actions of such key
employees performing services outside the Supplier EDC Site
Accordingly, in
consideration of the promises and covenants set forth below, the
parties agree as follows, intending to be legally bound:
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In accordance with
Section 10.1(c) of the Agreement, Chordiant desire for certain
Supplier key employees to provide Services outside of the Supplier
EDC Site at their own private homes or at other locations approved
by Chordiant and to remotely access the Supplier EDC network (each,
an “Outside Service Location”). Each Outside
Service Location shall be considered a “Supplier Service
Location” for all purposes under the
Agreement. Authorized EDC Personnel who are authorized
to provide Services at an Outside Service Location are referred to
as “Outside EDC Personnel” hereunder.
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Prior to any
Outside EDC Personnel performing Services at an Outside Service
Location, Supplier and such Outside EDC Personnel will complete and
submit to Chordiant an Outside EDC Personnel Agreement, using the
form attached hereto as Attachment A, which shall be executed by
the Outside EDC Personnel and Supplier. For those
Outside EDC Personnel whom Chordiant authorizes for such activity
Chordiant will countersign such application and provide written
notice of authorization to Supplier.
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So long as Supplier
has complied with all of its obligations under Article 20, Supplier
shall not be held liable for any actions of the Outside EDC
Personnel which would constitute a violation of Sections 20
(including all subsections) of the Master Services Agreement
relating to confidentiality if such acts or omissions occur
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