ADDENDUM “B” TO MASTER SERVICES AGREEMENT
Exhibit
10.39
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.
ADDENDUM
“B”
TO MASTER SERVICES
AGREEMENT
This
agreement between Ness USA, Inc. (f/k/a Ness Global Services, Inc.) (“NESS
USA”), a Pennsylvania Corporation, Ness Technologies India Ltd. (“NESS INDIA”),
an Indian Company and Ness Technologies, Inc., a Delaware Corporation
(collectively “Supplier”) and Chordiant Software, Inc., a Delaware Corporation,
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 January 1, 2008.
WHEREAS,
the parties hereto wish to modify certain terms of the Agreement and to
memorialize additional terms, as more fully set forth below;
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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1.
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Rate
Increase. The EDC
billing rate stated in Section 1.3(a) of Attachment 4-A, Service Fees and
Expenses, of Exhibit 4 of the Agreement will be revised to [*****] per
Compensable person per month. This rate will apply
retroactively from January 1, 2006 and the Jan-Feb invoices will be
adjusted accordingly.
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2.
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Employee
Bonus. The [****]
per person bonus as stated in Section 17.9 of the Agreement has been
incorporated into the above rate and shall no longer apply retroactively
as of January 1, 2006. Subsequently, all EDC employee bonuses
shall be given in accordance Supplier HR policies. The
Chordiant managers shall continue to provide inputs towards the
distribution of the bonuses to the EDC
employees.
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3.
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Hardware. Subsequent
to the effective date of this Addendum, Supplier shall provide laptops to
all new EDC employees of team lead or higher levels in lieu of standard
desktops stated in Exhibit 8 of the Agreement. The base
configuration for all computers supplied pursuant to this Addendum to EDC
personnel by NESS shall be at least 2 GB of memory and an 80 GB hard
drive. Furthermore, Supplier shall no longer be contractually
obligated to provide servers associated with each increase of 25 EDC
employees as outlined In Item 3 of Attachment 8-A of Exhibit 8 of the
Agreement.
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4.
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Vacation
Policy. Effective
retroactive from March 1, 2006, EDC employees shall accrue vacation time
at a rate of 1.34 days per month in which they provide billable services
to the Chordiant EDC. Supplier shall ▇▇▇▇ Chordiant for any accrued
vacation days utilized by any EDC employee; provided however, Chordiant
shall not be charged for any used but not accrued vacation time utilized
by any EDC employee. Furthermore, EDC employees shall not carry forward
any accrued but unused vacation time to the following calendar
year.
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5.
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Conflict
with Agreement. If any
terms of this Addendum conflict with Agreement or any Exhibits attached
thereto, the terms of this Addendum shall
control.
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IN
WITNESS WHEREOF, the parties have executed this Addendum, intending to be
legally bound, as of the day and year written above.
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Accepted
by:
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Accepted
by:
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|||
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
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/s/
▇▇▇▇▇ ▇. St. ▇▇▇▇
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|||
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Name:▇▇▇▇▇
▇. ▇▇▇▇▇
Title:Corporate
Counsel
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Name:▇▇▇▇▇
▇. St. ▇▇▇▇
Title:VP
Engineering
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Date:
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3-28-06
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Date:
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March
28, 2006
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For: Ness USA,
Inc.
Ness
Technologies, India Ltd.
Ness
Technologies, Inc.
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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.