ASSET PURCHASE AGREEMENT between ActionPoint, Inc. a Delaware corporation; and Chordiant Software, Inc., a Delaware corporation Dated as of May 17, 2001 ASSET PURCHASE AGREEMENT

1. As consideration for the sale of the Assets to the Purchaser (collectively, the "Purchase Price"):

1. the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, a total of One Million Seven Hundred Fifty-Three Thousand Five Hundred Ten Dollars (US $1,753,510) equal to the amount of One Million Eight Hundred Thousand Dollars (US $1,800,000) less the amount of unpaid vacation and sick time as of the Closing Date accrued by Seller as set forth in Part 1.2(a)(i) of the Disclosure Schedule, attributable to the employees set forth in such Schedule (which employees have elected to carry over such accrued time with the Purchaser) (the "Accrued Time");
2. the Purchaser shall issue to the Seller, 1,569,823 shares of common stock of the Purchaser;
3. the Purchaser shall cause to be deposited the sum of Two Hundred Thousand Dollars (US $200,000) and 163, 724 shares of common stock of the Purchaser (together with any funds substituted for shares therein in accordance with the Escrow Agreement, the "Escrow Fund") in an escrow account (the "Escrow Account") to be established as of the Closing Date (as defined below) pursuant to an Escrow Agreement among the Seller, the Purchaser and State Street Bank and Trust Company of California, N.A. (the "Escrow Agent"), in substantially the form of Exhibit B hereto (the "Escrow Agreement"); and
4. at the Closing, the Purchaser shall assume the Assumed Liabilities.

2. For purposes of this Agreement "Assumed Liabilities" shall mean only (i) such warranty and support obligations with respect to existing Dialog Server Product Business customers, to the extent not required to be discharged by Seller as of the Closing, under such Seller Contracts listed in Part 1.2(b) of the Disclosure Schedule and (ii) the Accrued Time, and shall not include any other Liabilities; provided, further, that notwithstanding the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the "Assumed Liabilities" shall not include, and the Purchaser shall not assume or be required to perform any other Liability that is not referred to specifically in this Section 1.2(b) as an Assumed Liability.

1. The closing of the sale of the Assets to the Purchaser (the "Closing") shall take place at the offices of Cooley Godward llp in Palo Alto, California, at 10:00 a.m. PST on the date of execution of this Agreement (the "Closing Date").
2. Simultaneously with the execution of this Agreement:

1. the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, a total of One Million Seven Hundred Fifty-Three Thousand Five Hundred Ten Dollars (US $1,753,510) as contemplated by Section 1.2(a)(i) hereof;
2. the Purchaser shall cause to be issued to the Seller, 1,569,823 shares of common stock of the Purchaser as contemplated by Section 1.2(a)(ii) hereof;
3. the Purchaser shall cause to be deposited the Escrow Fund in the Escrow Account to be established as of the Closing Date (as defined below) pursuant to the Escrow Agreement, as contemplated by Section 1.2(a)(iii) hereof;
4. the Seller shall execute and deliver to the Purchaser the Warranty ▇▇▇▇ of Sale and Assignment in substantially the form set forth as Exhibit C hereto, a Trademark Assignment in the form set forth in Exhibit D hereto, a UCC-3 or other document evidencing the release by Comerica Bank of all liens on the Assets and such other bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the Purchaser good and valid title to the Assets free of any Encumbrances;
5. the Seller shall deliver a receipt for the payment contemplated by Sections 1.2(a)(i) and 1.2(a)(ii) hereof;
6. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall execute and deliver to the Purchaser a consulting agreement in form as agreed between Purchaser and Messrs. ▇▇▇▇▇▇▇ and Shen, respectively;
7. the Seller shall deliver a copy, certified as of the Closing by an appropriate officer of the Seller, of the resolutions of the Board of Directors of the Seller approving the execution, delivery and performance of the Transactional Agreements;
8. the Seller shall provide to the Purchaser and its Representatives all materials and information regarding the know-how, technology, and other intellectual property included in the Assets (the "Transferred Intellectual Property"), including delivery of the tangible items and information and electronic copies of any copyrighted material listed in Part 1.1(1) of the Disclosure Schedule in accordance with Purchaser's written instructions;
9. the Seller and the Purchaser shall each execute and deliver a registration rights agreement for the Shares, in the form of Exhibit E (the "Registration Rights Agreement"); and
10. the Seller and Purchaser shall each execute and deliver an end-user license agreement for the Dialog Server Product, in the form of Exhibit F (the "License Agreement").

1. there has not been any material adverse change in, and no event has occurred that might have a material adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Dialog Server Product Business;
2. the Seller has not purchased or otherwise acquired any Asset from any other Person, except for supplies acquired by the Seller in the Ordinary Course of Business;
3. the Seller has not leased or licensed any Asset from any other Person;
4. the Seller has not made any material capital expenditure with respect to the Dialog Server Product Business;
5. except as set forth in Part 2.4(e) of the Disclosure Schedule, the Seller has not sold or otherwise transferred, or leased or licensed, any Asset to any other Person;
6. the Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness relating to the Dialog Server Product Business other than in the Ordinary Course of Business;
7. the Seller has not made any loan or advance to any other Person in connection with the conduct of the Dialog Server Product Business;
8. the Seller has not (i) established or adopted any Employee Benefit Plan, or (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its employees or independent contractors who are primarily employed in connection with the Dialog Server Product Business;
9. no Seller Contract included in the Assets has been amended or terminated;
10. with respect to the Dialog Server Product Business, the Seller has not incurred, assumed or otherwise become subject to any material Liability, other than accounts payable (of the type required to be reflected as current liabilities in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business;
11. the Seller has not forgiven any debt or otherwise released or waived any right or claim in connection with the Dialog Server Product Business other than in the Ordinary Course of Business;
12. the Seller has not changed any of its methods of accounting or accounting practices in any respect;
13. in connection with the Dialog Server Product Business, the Seller has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and
14. the Seller has not agreed, committed or offered (in writing or otherwise) to take any action that is reasonably likely to make any of the Seller's representations contained in this Section 2.4 untrue or incorrect.

1. Part 2.12(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, the names of the jurisdictions covered by the applicable registration or application. Part 2.12(a)(ii) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset owned by the Seller that is material to the Dialog Server Product Business as conducted by the Seller immediately prior to Closing. There are no ongoing royalty or payment obligations that Seller knows could exceed $10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to the Seller by any Person and is material to Dialog Server Product Business as conducted by the Seller immediately prior to Closing (except for any Proprietary Asset that is licensed to the Seller under any third party software license generally available to the public). The Seller has good and valid title to all of the Seller Proprietary Assets identified or required to be identified in Parts 2.12(a)(i) and 2.12(a)(ii) of the Disclosure Schedule, free and clear of all Encumbrances, except for any lien for current taxes not yet due and payable or other encumbrance identified herein. Except as set forth in Part 2.12(a)(ii) of the Disclosure Schedule, the Seller has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.12(a)(i) and (ii) of the Disclosure Schedule, subject in all cases to any use, license or other restriction contained in any license or other arrangement in which the Proprietary Asset is made available to Seller. The Seller has not developed jointly with any other Person any Seller Proprietary Asset with respect to which such other Person has any rights. There is no Seller Contract (with the exception of end user license agreements) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Seller Proprietary Asset.
2. Except as set forth in Part 2.12(b) of the Disclosure Schedule, Seller has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) each current or former employee of the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement that is substantially in the form of Confidential Information and Invention Assignment Agreement previously delivered by the Seller to the Purchaser, and (ii) each current and former consultant and independent contractor to the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement that is substantially in the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to the Purchaser. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset.
3. Except as disclosed in Part 2.12(c) of the Disclosure Schedule, none of the Seller Proprietary Assets infringes, misappropriates, conflicts with or makes any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person. The Seller has never received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the knowledge of the Seller, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Seller Proprietary Asset.
4. Except as disclosed in Part 2.5(d) of the Disclosure Schedule, the Seller Proprietary Assets constitute all of the intellectual property necessary to enable the Purchaser to conduct the Dialog Server Product Business in the manner that such business has been conducted by Seller immediately prior to Closing. The Seller has not (i) licensed any of the material Seller Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of the Seller to exploit fully any material Seller Proprietary Assets or to transact business in any market or geographical area or with any Person.
5. The Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Seller Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. There are no Contracts pursuant to which the Seller has deposited or is required to deposit with an escrowholder or any other Person of any Seller Source Code, and the execution of this Agreement and the consummation of any of the transactions contemplated hereby could not reasonably be expected to result in the release or disclosure of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset.
6. Except with respect to demonstration or trial copies, to the knowledge of the Seller, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Seller to any Person in the conduct of the Dialog Server Product Business contained, at the time of delivery, any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

1. Part 2.13(a) of the Disclosure Schedule identifies each Seller Contract, except for any Immaterial Contract. The Seller has delivered or made available to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13(a) of the Disclosure Schedule, including all amendments thereto, and, with respect to oral Contracts, an accurate and complete description of the terms thereof. Each Seller Contract is valid and in full force and effect.
2. Except as set forth in Part 2.13(b) of the Disclosure Schedule: (i) no Person has materially violated or breached, or declared or committed any material default under, any Seller Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) reasonably be expected to (A) result in a material violation or breach of any of the provisions of any Seller Contract, (B) give any Person the right to declare a default or exercise any remedy under any Seller Contract, (C) give any Person the right to accelerate the maturity or performance of any Seller Contract, or (D) give any Person the right to cancel, terminate or modify any Seller Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential material violation or breach of, or default under, any Seller Contract; and (iv) the Seller has not waived any material right under any Seller Contract.
3. The Seller has no reason to believe that any Person against which the Seller has or may acquire any rights under any Seller Contract is insolvent or is unable to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder.
4. The Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of the Assets to secure, the performance or payment of any obligation or other Liability of any other Person.
5. The performance of the Seller Contracts will not result in any violation of or failure to comply with any Legal Requirement.
6. No Person is renegotiating, or has the contractual right to renegotiate (other than the general right any party has to renegotiate and amend an existing contract), any amount paid or payable to the Seller under any Seller Contract or any other term or provision of any Seller Contract.
7. Except with respect to those Seller Contracts for which third party consents are required pursuant to Section 1.5(b)(viii), the Seller has no knowledge of any basis upon which any party to any Seller Contract may object to (i) the assignment to the Purchaser of any right under such Seller Contract, or (ii) the delegation to or performance by the Purchaser of any obligation under such Seller Contract.
8. The Contracts identified in Part 2.13(a) of the Disclosure Schedule collectively constitute all of the Contracts, except for Immaterial Contracts, necessary to enable the Purchaser to conduct the Dialog Services Product Business in the manner in which such business has been conducted by Seller immediately prior to Closing.

1. There are no suppliers or other Persons that (together which such Person's Affiliates) received (i) more than $10,000 in the aggregate from the Seller in 1998, 1999 or 2000, or (ii) more than $10,000 in the aggregate from the Seller in the first five months of 2001, primarily in connection with the Dialog Server Product Business.
2. The Seller has not, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due or (vi) taken or been the subject of any action that may have a material adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

1. Each Tax required to have been paid, or claimed by any Governmental Body to be payable, by the Seller in connection with the Dialog Server Product Business has been duly paid in full on a timely basis. Any Tax required to have been withheld or collected by the Seller with respect to the Dialog Server Product Business has been duly withheld and collected; and (to the extent required) each such Tax has been paid to the appropriate Governmental Body.
2. There are no ongoing examinations or audits of any Tax Return of the Seller.
3. No claim or other Proceeding is pending or has been threatened against or with respect to the Seller in respect of any Tax with respect to the Dialog Product Server Business. There are no unsatisfied Liabilities for such Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by the Seller. The Seller has not entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code.

1. Part 2.18(a) of the Disclosure Schedule accurately sets forth, with respect to each employee of the Seller (except for ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) employed primarily in connection with the Dialog Server Product Business (including any employee who is on a leave of absence or on layoff status) (except for Messrs. Shen and ▇▇▇▇▇▇▇, each a "Dialog Employee"): (i) the name and title of such employee; (ii) the aggregate dollar amounts of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Seller with respect to services performed in 1999 and with respect to services performed in 2000; (iii) such employee's annualized compensation as of the date of this Agreement; (iv) the number of hours of sick-time which such employee has accrued as of the date hereof and the aggregate dollar amount thereof; and (v) the number of hours of vacation time which such employee has accrued as of the date hereof and the aggregate dollar amount thereof.
2. Except as set forth in Part 2.18(b) of the Disclosure Schedule, the Seller is not a party to or bound by, and has never been a party to or bound by, any employment contract or any union contract, collective bargaining agreement or similar Contract with respect to any Dialog Employee.
3. The employment of the Dialog Employees by Seller is terminable by the Seller at will and no employee is entitled to severance pay or other benefits following termination or resignation, except as otherwise provided by law.
4. To the knowledge of the Seller: (i) no Dialog Employee intends to terminate his employment, except to join the employ of Purchaser; (ii) no Dialog Employee has received an offer to join a business that may be competitive with the business of the Seller, except in connection with the transactions contemplated by this Agreement; and (iii) no Dialog Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Seller or as an employee of the Purchaser, or (B) the Dialog Server Product Business as operated by the Seller or the Purchaser.
5. With respect to the Dialog Employees, the Seller has: (i) complied in all material respects with the employment eligibility verification form requirements under the Immigration and Naturalization Act, as amended (the "INA"); (ii) complied with the paperwork provisions and anti- discrimination provisions of the INA; and (iii) obtained and maintained the employee records and I-9 forms with respect to such Dialog Employees in proper order as required by law and will transfer such records relating to such Dialog Employees as are employed by Purchaser at the Closing. Except as set forth on Part 2.18(e) of the Disclosure Schedule, the Seller does not employ any Dialog Employees who are not citizens of the United States and who are not authorized to work in the United States.
6. Part 2.18(f) of the Disclosure Schedule sets forth the name of, and a general description of the services performed by, each independent contractor to whom the Seller has made any payment since December 31, 1999 in connection with the Dialog Server Product Business.

1. contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the Assets, is subject;
2. cause the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
3. cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
4. contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Assets, or is held by the Seller or any employee of the Seller in connection with the conduct of Dialog Server Product Business as conducted by the Seller immediately prior to Closing;
5. contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Seller Contract;
6. give any Person the right to (i) declare a default or exercise any remedy under any Seller Contract, (ii) accelerate the maturity or performance of any Seller Contract, or (iii) cancel, terminate or modify any Seller Contract; or
7. result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

The Seller was not, is not nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person (except the board of directors of the Seller) in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.

1. The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act"). Seller is aware of the Company's business affairs and financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Seller has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Shares.
2. Seller understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Seller's investment intent as expressed herein.
3. The Seller further acknowledges and understands that the Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or an exemption from such registration is available. Purchaser understands that any certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Purchaser shall so reasonably request in writing, an opinion of counsel reasonably satisfactory to the Purchaser is obtained to the effect that the transaction is so exempt and in compliance with applicable state law.

1. The Purchaser has made available to the Seller accurate and complete copies of each form, report, schedule, registration statement and other document filed by the Purchaser with the SEC between December 6, 1999 and the date of this Agreement (the "Purchaser SEC Documents"). The Purchaser has timely filed with the SEC all Purchaser SEC Documents. The Purchaser SEC Documents complied in all material respects with the requirements of the 1933 Act and the 1934 Act applicable to such Purchaser SEC Documents as the case may be at the time they were filed (or, if any such Purchaser SEC Document was amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). Except as set forth in Part 3.5(a) of the Disclosure Schedule, the Purchaser has timely filed all forms, reports and documents required to be filed with the National Association of Securities Dealers, Inc.
2. The consolidated financial statements of the Purchaser included in the Purchaser SEC Documents complied in all material respects at the time of filing with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presented the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).

1. The representations, warranties, covenants and obligations of each party to this Agreement shall survive the Closing and the sale of the Assets to the Purchaser. Subject to Section 4.1(c) hereto, all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive until the first anniversary of the Closing Date; provided further that (i) the representation set forth in Section 2.12(c) shall survive until the date that is 270 days from and after the Closing Date (including the Closing Date), and (ii) the covenants contained in Sections 1.3, 5.1, 5.2, 5.3, 6.2 and 6.3 shall survive until the third anniversary of the Closing Date. Subject to Section 4.1(c), no Purchaser Indemnitee shall make any claim hereunder, including pursuant to Sections 2.5 and 2.12(b) hereof, against the Seller with respect to the subject matter of Section 2.12(c) after the date that is 270 days from and after the Closing Date (including the Closing Date).
2. The representations, warranties, covenants and obligations of the Indemnifying Party, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives.
3. If a Claim Notice (as defined below) relating to any representation, warranty, covenant or obligation is given to the Indemnifying Party on or prior to the first anniversary of the Closing Date (or, in the case of Section 2.12(c) only, the date that is 270 days from and after the Closing Date (including the Closing Date)), then, notwithstanding anything to the contrary contained in this Section 4.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect (solely with respect to the claim specified in the Claim Notice) until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 4.2) as specified in such Claim Notice that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been Definitively Resolved.
4. For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Indemnifying Party a written notice stating that such Indemnitee believes that there is or has been a Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such Breach.
5. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the applicable party in this Agreement.

1. any Breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements;
2. any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto;
3. any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements;
4. any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or
5. any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).

1. any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis;
2. any Breach of any representation or warranty made by the Purchaser in this Agreement;
3. any Breach by the Purchaser of any representation, warranty, statement, information or provision made by the Purchaser in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto;
4. any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; or
5. any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clause "(a)", "(b)", "(c)" or "(d)" above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 4.3).

1. Notwithstanding anything to the contrary herein, (i) except in the case of fraud and willful misrepresentation and willful misconduct and subject to Section 6.10, the indemnification remedies and other remedies provided in this Section 4 shall be the exclusive remedy that the Seller Indemnitees and the Purchaser Indemnitees, respectively, may be entitled to exercise for any and all claims described in this Section 4; (ii) with respect to the Purchaser Indemnitees, the indemnification obligations hereunder shall not be the exclusive remedy, and the monetary limitations set forth in Section 4.5(b)(i) shall not apply, as to claims under Sections 4.2(d) and 4.2(e) (as relates to Section 4.2(d)); and (iii) with respect to Seller Indemnitees, the indemnification obligations hereunder shall not be the exclusive remedy, and the monetary limitations set forth in Section 4.5(b)(ii) shall not apply, as to claims under Sections 4.3(a) and 4.3(e) (as relates to Section 4.3(a)).
2. (i) The sole recourse of the Purchaser Indemnitees against the Seller under this Agreement shall be to the Escrow Fund in accordance with the terms of the Escrow Agreement, except as explicitly set forth in Section 4.5(a); and

2. in no event shall the maximum aggregate liability of the Purchaser with respect to its indemnification obligations hereto exceed the aggregate amount of Five Million Four Hundred Thousand Dollars ($5,400,000), except as explicitly set forth in Section 4.5(a).

3. An Indemnifying Party shall have an obligation to pay a Definitively Resolved indemnity claim only if and to the extent the accumulated amount of all such claims against the Indemnifying Party shall exceed the Indemnification Threshold, at which time such Indemnifying Party shall thereafter be liable on a dollar-for-dollar basis for the full amount of all such claims and shall reimburse the applicable Indemnitee for an amount equal to the Indemnification Threshold. Notwithstanding the foregoing, Definitively Resolved claims pursuant to Sections 4.2(a) (with respect to 2.30 only), 4.2 (c) (with respect to Sections 1.3, 5.1,. 5.2, 5.3, 6.1, 6.2 and 6.3 only), 4.2(d) and 4.2(e) (as relates to the foregoing) and 4.3(a), 4.3(b) (with respect to Section 3.3 only), 4.3(d) (with respect to Sections 5.1, 5.2, 5.3, 6.1, 6.2 and 6.3 only) and 4.3(e) (as relates to the foregoing) shall not be subject to the Indemnification Threshold, shall be payable on a dollar-for-dollar basis and shall be applied against the Indemnification Threshold.

1. the Indemnifying Party shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitee;
2. the Indemnitee shall make available to the Indemnifying Party any non-privileged documents and materials in the possession of the Indemnitee that may be necessary to the defense of such claim or Proceeding;
3. the Indemnifying Party shall keep the Indemnitee informed of all material developments and events relating to such claim or Proceeding;
4. the Indemnitee shall have the right to participate in the defense of such claim or Proceeding;
5. the Indemnifying Party shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Indemnitee; and
6. the Indemnitee may at any time (notwithstanding the prior designation of the Indemnifying Party to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding.

If the Indemnifying Party does not elect to designate the Indemnitee to assume the defense of any such claim or Proceeding (or if, after initially designating the Indemnifying Party to assume such defense, the Indemnitee elects to assume such defense), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own:

1. all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnifying Party;
2. the Indemnifying Party shall make available to the Indemnitee any documents and materials in the possession or control of the Indemnifying Party that may be necessary to the defense of such claim or Proceeding;
3. the Indemnitee shall keep the Indemnifying Party informed of all material developments and events relating to such claim or Proceeding; and
4. the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnifying Party; provided, however, that the Indemnifying Party shall not unreasonably withhold such consent.

1. From and after the Closing Date, the Seller shall cooperate with the Purchaser and the Purchaser's affiliates and Representatives, and shall execute and deliver such documents and take such other actions as the Purchaser may reasonably request, for the purpose of evidencing the Transactions and putting the Purchaser in possession and control of all of the Assets. Without limiting the generality of the foregoing, from and after the Closing Date, the Seller shall promptly remit to the Purchaser any funds that are received by the Seller and that are included in, or that represent payment of receivables included in, the Assets. The Seller hereby irrevocably nominates, constitutes and appoints the Purchaser as the true and lawful attorney-in-fact of the Seller (with full power of substitution) effective as of the Closing Date, and hereby authorizes the Purchaser, in the name of and on behalf of the Seller, to execute, deliver, acknowledge, certify, file and record any document, to institute and prosecute any Proceeding and to take any other action (on or at any time after the Closing Date) that the Purchaser may reasonably deem appropriate for the purpose of (i) collecting, asserting, enforcing or perfecting any claim, right or interest of any kind that is included in or relates to any of the Assets, or (ii) defending or compromising any claim or Proceeding relating to any of the Assets (excluding any claim or Proceeding relating to the rights of the Seller under this Agreement or any other agreement between the Seller and the Purchaser). The power of attorney referred to in the preceding sentence is and shall be coupled with an interest and shall be irrevocable, and shall survive the dissolution or insolvency of the Seller.
2. Seller shall use commercially reasonable efforts to obtain, as promptly as practicable, all necessary third party consents to the assignment of the support agreements set forth in Part 1.2(b) of the Disclosure Schedule.
3. Purchaser shall use commercially reasonable efforts to facilitate Seller's sale of the Shares, including making all necessary filings with the Nasdaq National Market in a timely fashion.

1. The Seller shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP and all advisory, brokers' or finders' fees payable to Pacific Crest Securities) that have been incurred or that are in the future incurred by, on behalf of or for the benefit of the Seller in connection with: (i) the negotiation, preparation and review of any letter of intent or similar document relating to any of the Transactions; (ii) the investigation and review conducted by the Purchaser and its Representatives with respect to the business of the Seller (and the furnishing of information to the Purchaser and its Representatives in connection with such investigation and review); (iii) the negotiation, preparation and review of this Agreement (including the Disclosure Schedule), the other Transactional Agreements and all bills of sale, assignments, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactions; (iv) the preparation and submission of any filing or notice required to be made or given in connection with any of the Transactions, and the obtaining of any Consent required to be obtained in connection with any of the Transactions; and (v) the consummation and performance of the Transactions.
2. Subject to the provisions of Article 4 (including the indemnification and other obligations of the Seller thereunder), the Purchaser shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to ▇▇▇▇▇▇ Godward llp) that have been incurred or that are in the future incurred by or on behalf of the Purchaser in connection with: (i) the negotiation, preparation and review of any letter of intent or similar document relating to any of the Transactions; (ii) the investigation and review conducted by the Purchaser and its Representatives with respect to the business of the Seller; (iii) the negotiation, preparation and review of this Agreement, the other Transactional Agreements and all bills of sale, assignments, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactions; and (iv) the consummation and performance of the Transactions. Purchaser shall bear all of the fees of the Escrow Agent, except as otherwise set forth in the Escrow Agreement.

if to the Seller:

ActionPoint, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.

if to the Purchaser:

Chordiant Software, Inc.

▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Attn: Mr. ▇▇▇ ▇▇▇▇▇▇▇▇

with a copy to:

▇▇▇▇▇▇ Godward LLP

Five Palo Alto Square

▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

1. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of California (without giving effect to principles of conflicts of laws).
2. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the County of Santa Clara, California. Each party to this Agreement:

1. expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Santa Clara, California (and each appellate court located in the State of California) in connection with any such legal proceeding;
2. agrees that each state and federal court located in the County of Santa Clara, California shall be deemed to be a convenient forum; and
3. agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the County of Santa Clara, California, any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

1. This Agreement shall be binding upon the Seller and its successors and assigns (if any) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of the Seller, the Purchaser, and the other Indemnitees (subject to Section 4.7); and the respective successors and assigns (if any) of the foregoing.
2. Neither party hereto shall be permitted to assign (other than in connection with a change of control of such party) any of its rights nor delegate any of its obligations under this Agreement without the prior written consent of the other party hereto.
3. Except for the provisions of Article 4 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement or under any of the other Transactional Agreements, and (ii) no creditor of the Seller shall have any rights under this Agreement or any of the other Transactional Agreements.

1. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
2. No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

1. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
2. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
3. As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."
4. Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.