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Confidential Treatment Requested
Exhibit 10.51
LICENSE
SCHEDULE
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License Schedule #:
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5
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Effective Date:
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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.
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LICENSOR
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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:
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20400 Stevens Creek Blvd.
Suite 400
Cupertino, CA
95014
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14000 Citi Cards Way
Jacksonville, FL 32258
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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 %
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License Fee
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Perpetual License
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$20,000,000
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Chordiant Order Form #5 attached hereto
and incorporated herein by
reference
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Source Code delivered pursuant to Order Form #5 does not include
the third party source code listed on Appendix A
hereto.
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Third-Party
Software (Itemize)
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Owner
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IBM Websphere
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CCSI (USA)
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Oracle
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CCSI (USA)
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Delivery Site:
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Citicorp Credit Services, Inc. (USA)
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Delivery Date:
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NA
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14000
Citi Cards Way
Jacksonville,
FL 32258
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Billing Address
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Citicorp Credit Services, Inc. (USA)
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14000 Citi Cards Way
Jacksonville, FL 32258
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Installation Fees:
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$
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NA
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Training Fees:
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$
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NA
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Development Fees:
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$
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NA
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Implementation Fees:
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$
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NA
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Maintenance Fees:
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$
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See Order Schedule #5
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Payment Cycle :
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Annually
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Maintenance Term:
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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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Acceptance Test Period:
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NA
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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:
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Yes X
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No
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Deposited with Escrow Agent:
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Yes X
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No
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Name of Escrow Agent: Iron Mountain
Intellectual
Property Management,
Inc.
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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.
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Term : Perpetual
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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.
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Chordiant Software, Inc.:
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Citicorp Credit Services, Inc. (USA):
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By:
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/s/ Steven Springsteel
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By:
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/s/ Mark D. Torkos
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Name:
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Steven Springsteel
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Name:
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Mark Torkos
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Title:
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President & CEO
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Title:
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CIO
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(type or print)
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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
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Chordiant Software, Inc.:
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By:
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/s/ Peter Norman
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Name:
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Peter Norman
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Title:
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CFO
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(type or print)
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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
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Software Product(s)
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Qty
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License Type (i.e. Named User/Client, Server,
Developer)
URN’s (no. of)
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·
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
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CCSI (USA) Enterprise
Source Code*
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CPU
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·
Chordiant 5 Development Tools:
Tools Platform
Process Developer
CAFÉ Development Environment
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CCSI (USA) Enterprise
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Developers
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Recommendation Advisor
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CCSI(USA)
Enterprise
Source Code*
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A.
Concurrent Users
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Chordiant 5 Lead Management module
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CCSI(USA)
Enterprise
Source Code*
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Module
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Chordiant 5 Basel II
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CCSI(USA)
Enterprise
Source Code*
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Module
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Fraud Recoveries
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CCSI (USA)
Enterprise
Source Code*
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Module
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Chargeback & Disputes
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CCSI (USA) Enterprise
Source Code*
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Module
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License Fee
|
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[ * ]
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[
* ]
=
Certain confidential information contained in this document, marked
by brackets,
&n
|
