Undertaking on conflict of interest and secrecy

Name: G A Phani Kumar

Emp. No. : _____________

UNDERTAKING
Whereas, I am about to enter in the employment of Coforge Limited a Company incorporated under the
Companies Act, 1956, and having its Registered Office at Coforge Limited Ltd., 8, Balaji Estate, Third Floor,
Guru Ravi Das Marg, Kalkaji, New Delhi-110019 or any of its subsidiaries (hereinafter called Coforge) and
whereas in such employment I will or may become informed as to many of its procedural and technical needs,
problems, processes, methods, techniques, developments and projects, as well as activities directed thereto.

NOW, THEREFORE, in consideration of the premise and if the said employment being given or continued and
the compensation therein:

PATENTS COPYRIGHTS AND INTELLECTUAL PROPERTY

i) I hereby agree, for myself, my heirs and representatives, to assign, transfer and set over, and I do hereby
assign, transfer and set over to Coforge, its successors and assigns, all my rights, title and interest in and
to any and all creating which are it may become legally protectable or recognized as forms of
Intellectual property including all designs, ideas, inventions, improvements, writings and other works of
authorship, thesis, books, computer programs, lectures, illustrations, scientific and mathematical
models, prints and any other subject matter which is or may become legally protectable or recognized as
a form of property which I, either solely or jointly with others, have conceived, made or suggested, or
may hereafter conceive, make of suggest, during my employment by or its successors and the six
months period next following the termination of such employment, and which in any way relate
directly or indirectly to its business, procedural, technical or commercial needs, problems,
developments or project or to its production research or experimental developments and projects of
every name and nature under consideration and/ or being carried on by or for Coforge prior to
termination of my employment. I shall have no rights including moral rights on the creating performed
by me nor shall have any right to call myself as the author or inventor of any of these creatings.
ii) I further agree to execute, acknowledge, make and deliver to or Coforge’s attorneys without any or
additional compensation but without expense to me, any and all instruments, including Indian, United
States and foreign patent applications, applications for securing, protecting or registering any property
rights embraced within this Undertaking, powers of attorney, assignments, oaths or affirmations,
supplemental oaths and sworn statements, and to do any and all lawful acts which in the judgement of
or its attorneys may be needful or desirable to vest in or secure for or maintain for the benefit of
Coforge adequate patent and other property rights in India, the United States and all foreign countries
with respect to any and all such designs ideas, inventions, improvements, and other creations embraced
within this Undertaking, whether published or unpublished, and whether or not the subject of statutory
industrial property or copyright protection.

Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office : 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900 CIN:
L72100DL1992PLC048753
 iii) I further agree in connection with paragraph (i) hereof to disclose promptly to Coforge or its attorneys,
any and all such ideas, designs, inventions, improvements and other creations when conceived or made
by me.
iv) I further agree not to make any unauthorized use or disclosure during or subsequent to my employment
of any knowledge or information of an unpublished confidential or proprietary nature respecting
Coforge and Coforge’s customers and/ or their service providers or their inventions, designs, methods,
systems, improvements, trade secrets or other private or confidential matter of Coforge and its
customers, generated or acquired by me during the course of my employment.

v) I further agree not to disclose to any one any information pertaining to the customer which has been
shared with me by the customer or Coforge whether intimated by the customer as a confidential
information or not. And shall treat the same with the same degree of case and confidentiality as in my
personal case and in the case of Coforge.

vi) I further agree to treat all relevant information pertaining to Coforge and the customers and or the
service providers as confidential information even if it is not explicitly marked as confidential or trade
secret.

vii) I further agree not to disclose confidential or other relevant information to other employees of the
customer unless they are intended to receive this information on a need-to-know basis.

viii)I further agree to abide by the relevant data protection and privacy laws as applicable in the respective
countries in which the customers are situated in connection with the services rendered to the customers
from time to time.

ix) I further agree not to undertake any actions to get access to any information of the customer which
is not intended for my knowledge.

x) I further agree not to bring external or unauthorized software or programs into the IT systems of
Coforge or of Coforge’s customers and I will follow all relevant security procedures to avoid bringing
viruses or malware or any other pest into Coforge’s customers or IT systems.

xi) I further agree to sign any other undertakings as to the protection of confidential information of
COFORGE and its customers including the ultimate customers of Coforge’s customers as may be
required from time to time.

THIRD PARTY RIGHTS

Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office : 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900 CIN:
L72100DL1992PLC048753
 xii) The customers of Coforge and Coforge shall not be liable for any damages claimed by any, third
party based on any software or systems supplied or used by me in violation of any third party rights and
in such an event, I shall be solely responsible for the loss to the customer and Coforge.

xiii)

COMPETITIVE ACTIVITIES

xvii) As an independent covenant, I further agree to refrain during my employment with Coforge,
from becoming interested in any way in the business of manufacturing, designing, programming,
servicing, repairing, selling, leasing or renting of any new or used machines, articles, parts, supplies,
accessories or services competitive with those dealt with by Coforge.

xviii) I agree not to join for two year after my termination of the services, any customer or client of
Coforge with whom I had interacted or for whom I had developed software or interacted in any capacity
during my service with Coforge without the prior written approval of Coforge. “Customer” shall include the
ultimate customer also. This undertaking shall be enforceable by an injunction order by following/ adopting
the due process of law.”

GENERAL
xix) I know and I agree that non-compliance with the above regulations may have severe consequences
for me according to the labour laws of the respective countries.

xx) The unenforceability or nullity of any of the foregoing provisions shall not render any other
provision unenforceable or null and void.

xxi) It is understood that the term” Coforge” wherein used in this Undertaking shall include all its
subsidiaries, joint ventures and group companies, whether situated in India or abroad.
xxii) In case of any violation of any clause under this Undertaking, COFORGE shall be entitled to
take suitable action as per the terms of employment and the applicable service rules and any other legal
actions as deemed fit. The courts of Delhi shall have exclusive jurisdiction to hear and decide any suit,
action or proceedings and to settle any disputes, which may arise out of or in connection with this
Agreement and for these purposes, each party irrevocably submits to the jurisdiction of the courts of Delhi.

xxiii) I confirm that I have been informed about the information Security Policy and Procedures of Coforge,
its availability on the Coforge intranet and any changes from time to time and I undertake to keep
myself aware of the requirements of such policy and procedures and will comply with the same.

IN WITNESS WHEREOF, I have hereunto set my hand

Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office : 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900 CIN:
L72100DL1992PLC048753
Signature:

Emp code;

Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office : 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900 CIN:
L72100DL1992PLC048753