ADDENDUMA TO MASTER SERVICESAGREEMENT

 

1.

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.

 

2.

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.

 

3.

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 occurred while working at such Outside Service Location and Ness is not complicit in such acts or omissions.  In the event of any such violation or alleged violation Supplier shall comply with its obligations under Section 20.3.

 

4.

The provisions of Section 2.2(e) of Master Services Agreement Exhibit 12, Security, shall not apply with regards to Outside EDC Personnel who are permitted to provide Services at an Outside Service Location under this Addendum; provided that Chordiant, in its sole discretion, may terminate the right for any or all Outside EDC Personnel to provide Services at an Outside Service Location, and may reinstate the applicability of Section 2.2(e) of Exhibit 12 at any time upon written notice to Supplier.  Supplier will comply with the terms of Attachment B when permitting Outside EDC Personnel to remotely access the Supplier EDC Network (the “Remote Access Security Policies”).  Without limiting the foregoing, wireless remote access to the Supplier EDC Network is strictly prohibited.

 

5.

So long as Supplier has complied with all of its obligations under Article 20, Supplier shall not be held liable for indemnity under section 27.2(n) of the Master Services Agreement relating to breach of Article 20 for any acts or omissions constituting a breach of Article 20 by any Outside EDC Personnel permitted to provide Services at an Outside Service Location if such acts or omissions occurred while working at such Outside Service Location and Supplier is not complicit in such acts or omissions.

 

6.

Supplier agrees that should any individual be found to have violated any Chordiant Intellectual Property or Confidentiality Rights, Supplier shall terminate such employee, sanction such employee to the maximum extent possible (e.g. refusal to provide letters of leave or recommendation) and take all reasonable commercial actions to recover and intellectual property or confidential information from such employee.

 

7.

Supplier agrees that should any individual be found to have violated any Chordiant Intellectual Property or Confidentiality Rights, Supplier shall assist Chordiant, at Chordiant’s expense, in prosecuting the individual to the fullest extent possible under the law.

 

8.

All capitalized terms used herein which are not otherwise defined shall have the respective meanings given such terms in the Agreement.

Accepted by:

 

Accepted by:

 

/s/ Rocco E. Cozza

 

/s/ Robert J. Cummings

 

Name:

 

Rocco E. Cozza

 

Name:

 

Robert J. Cummings

 

Title:

 

Corporate Counsel

 

Title:

 

VP Worldwide Field Operations

 

Dated:

 

9/12/05

 

Dated:

 

9/12/2005

 

For:.

 

Ness Global Services, Inc.

Ness Technologies India Ltd

Ness Technologies, Inc

 

For:

 

Chordiant Software, Inc.

 

 

5.

Dial-in Access Policy

 

6.

DMZ Security Policy

 

13.

Internet DMZ Configuration Policy

 

14.

Network Access Policy

 

15.

Network Device Security Policy

 

16.

Password Policy

 

18.

Remote Access Policy

 

20.

Security Vulnerability Scanning Policy

 

21.

Server Security Policy

 

22.

VPN Policy