AMENDMENT NUMBER ONE TO MASTER AGREEMENT FOR SUBCONTRACTED SERVICES IBM AS PRIME CONTRACTOR # 4902A20003
Exhibit 10.45
AMENDMENT
NUMBER ONE TO
IBM
AS PRIME ▇▇▇▇▇▇▇▇▇▇
#
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International
Business Machines Corporation (“IBM”) and Chordiant Software, Inc. (“Chordiant”)
hereby agree to amend the Master Agreement for Subcontracted Services IBM as
Prime ▇▇▇▇▇▇▇▇▇▇ # ▇▇▇▇▇▇▇▇▇▇ between
the Parties dated June 14, 2002 (called
the “Subcontractor Agreement”), as
described below in this amendment agreement (“this Amendment” or “Amendment
One”). This Amendment shall be effective June 13, 2005.
Section
11. Term and Termination.
The
first paragraph of Section 11. Term and Termination is deleted in its entirety
and replaced with the following:
This
Subcontractor Agreement shall remain in effect until June 13, 2008, unless
earlier terminated pursuant to the provisions herein. This Subcontractor
Agreement may be extended upon conclusion of the term by agreement of the
Parties.
To
the extent that there is a conflict between the terms of the Subcontractor
Agreement and this Amendment, as relates to this Amendment, the terms of this
Amendment shall govern. All other terms and conditions of the Subcontractor
Agreement shall remain in full force and effect. Once signed, the Parties agree
that any reproduction of this Amendment made by reliable means (i.e., photocopy
or facsimile) shall be considered an original.
IN
WITNESS WHEREOF,
the Parties, acting through their authorized representatives, have caused this
Amendment One to be duly executed and effective as indicated above.
International
Business Machines Corporation
Chordiant Software, Inc.
By:
___/s/
▇▇▇▇▇▇▇▇ Wexler____________
By:
___
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
________
Name:
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Name:
▇▇▇▇▇▇
▇▇▇▇▇▇
Title:
Global
Services Procurement Alliances
Title: President, WW Field Operations
Date: May
31, 2005
Date:
May 27, 2005