Internal Confidential

c) That I will process, use, maintain and disclose information only as necessary for the
specific purpose for which the information was disclosed to me in the course of
employment with the Company and shall keep Company's Confidential Information,
whether or not prepared or developed by me, in the strictest confidence. I will not
disclose such information to anyone outside Company without Company's prior
d) written approval nor will I make use of any Confidential Information for my own
purpose or for the benefit of anyone other than the Company;
e) That I will not disclose any information to any third party or any Representative
who does not have a need to know such information;
f) That during the course of my employment with the Company I may be assigned or
granted concurrent / simultaneous access to its multiple clients and inter-alia, to
their confidential information and that

i. I agree to keep in safe custody and maintain confidentiality of all the tapes,
permanent or removable discs, compatible discs or any other storage device, which
are used to record or store the data of the Company and/or of such clients;
ii. I shall exercise due care, caution and diligence while dealing with such confidential
information of such multiple Client(s); and
iii. I will exercise utmost secrecy to avoid any incident of disclosure (whether
accidental or otherwise) of information of one client to any other client(s) and or its
affiliates or to any Third Party unless permitted in writing or required by the
Company, per se.

g) THAT I will abide and adhere to the information security programs, as amended
from time to time, implemented by the Company (i) so as to ensure the security
and confidentiality of all the information provided to it by its Client(s), (ii) protect
against any threats and hazards to the security or integrity of information, including
unlawful destruction or accidental loss, alteration and any other form of unlawful
processing; (iii) inform Company about any suspected virus, malware, trojans, if
any, found on my system and take necessary actions to safeguard the interest of
the Company, and (iv) to prevent any unauthorized access, use or disclosure of
such information;

h) THAT I hereby assign to the Company all my rights, title and interest in and to any
and all Proprietary Information, including but not limited to any and all Inventions,
and to all Proprietary Rights with respect to Proprietary Information, related to the
Company's business, whether or not patentable or registrable under copyright or
similar statutes, made or conceived or reduced to practice or learned by me, either
alone or jointly with others, during the period of my employment with the Company.
Inventions assigned to the Company or assigned as directed by the Company by
this clause (g) are hereinafter referred to as “Company Inventions.”
1. I acknowledge that all original works of authorship which are made by
me, solely or jointly with others, within the scope of my employment and
which are protectable by copyright are "works made for hire” for the
purpose of applicable statutes
2. In connection with any of the Company Inventions assigned by this clause
(g):
1. I will promptly disclose them to the Company’s management; and
2. I will, at the Company’s request, promptly execute a specific
assignment of title to Company Inventions, to the Company, and
do anything else reasonably necessary to enable the Company to
secure a patent, copyright or other form of protection therefor in
India, United States and/or in any other countries. The Company
(including its parent/holding, subsidiaries and all direct or indirect
licensees of the Company or its subsidiaries) is not required to
designate me as author of any item of Proprietary Information,
including but not limited to any design (except as required by
law), computer program or related documentation, or other work
of authorship assigned in this Section, when distributed publicly

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or otherwise. I waive and release, to the extent permitted by law,

all my rights to the foregoing.

i) THAT I will immediately notify the Company in writing if I become aware of (i) any
disclosure or use of any information in breach of this undertaking or other
Information Security norms in place (ii) any disclosure of any information to such
persons or entities where the purpose of such disclosure is not known and may be
perceived as a contravention of Company’s information security norms and / or
compromise with the confidential information pertaining to the Client(s) of the
Company or (iii) any request for disclosure or inquiry regarding the information from
a third party.

j) THAT I will not misuse any such information in any manner including but not
limited to dealing in securities of such Client(s) either directly or indirectly by
soliciting others to trade in securities of the Client(s) or otherwise generate undue
gains out of such confidential information;

k) THAT I will cooperate with the Company and relevant supervisory authority in the
event of litigation or regulatory inquiry or claim by any Client upon the Company
concerning the confidential information and shall abide by the advice of the
Company and relevant supervisory authority with regard to processing of such
confidential information;

l) THAT upon completion of my duties under any Statement of Work or termination

thereof, whichever is earlier, I will return to the Company, any or all applicable
information, so far as practically possible, which is not necessary for the
performance of another ongoing Statement of Work;

m) THAT I would within seven working days from the date of joining this employment,
disclose to the Company in the prescribed Form my position(s) or personal
transactions in the Securities of any such Client(s) acquired/executed prior to taking
employment in this Organization (‘Initial Disclosure’);

n) THAT I am aware that the Company has in place Information Security Policies and
all the employees are invariably required to adhere to the same and THAT I
undertake to keep myself aware and updated about the said policies at all times,
which are stored on a common location, currently being Intranet, to which all
employees have access.

o) THAT I shall not during, or at any time after the termination of my employment
with the Company, disclose or divulge to others including future employer(s), any
trade secrets, confidential information, intellectual property or any other proprietary
data of the Company or of its Clients in violation of the terms of employment with
the Company. I agree to abide by Company’s all Policies and will notify the
Company in case of any breach. I also agree not to discuss any confidential
information whether that of the Company and/or of its Clients, with employees of
the Company / other clients/future employer(s) unless required for the business
purpose of the Company.

p) THAT upon the termination of my employment from the Company: I shall return to
the Company all documents and property of the Company, including but not
necessarily limited to: drawings, blueprints, reports, manuals, correspondence,
customer lists, computer programs, and all other materials and all copies thereof
relating in any way to the Company's business or its Clients, or in any way obtained
by me during the course of employment.

4. I further confirm that I shall not retain any copies, notes or abstracts of the foregoing.

5. I take note of and fully agree that my obligation relating to confidentiality and non-use subsists not
only during the tenure of my employment with the Company but also survives the termination of
my employment, howsoever effected and I will be liable to pay damages and be subject to
injunctive or others proceedings for any breach of this obligation. I also undertake that I will not
disclose or make publicity releases (including news releases and advertising or solicitation
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materials) or other public statement relating to the work assigned, client base or confidential work,
but not limited thereto, assigned to me by my Company. I also undertake not to disclose any
technical paper, article, software code or documentary or oral or visual presentation that is
presented or disclosed by the Company during the course of my employment. I further undertake
not to mention Company’s confidential information or that of its clients in any of the technical
paper, article, software code or documentary or oral or visual presentation that I take up during or
post employment with the Company whether for a consideration in return or otherwise.

6. I expressly take note of and understand that an event of breach of any terms / obligations /
conditions of this undertaking, will result in irreparable harm / injury to the Company and the
Company shall be entitled to a temporary / preliminary and/or permanent injunctive relief in
addition to and not in lieu of any other legal or equitable relief including monetary damages.

7. I hereby irrevocably authorise the Company, that it may notify any future or prospective
employer(s) or third party of the existence of this undertaking, and shall be entitled to full
injunctive relief, and any other legal remedies available for any breach from/by myself and/or from
such prospective employer and/or third party(ies).

8. I undertake that I would not directly or indirectly solicit, employ or entice away or attempt to
solicit, employ or entice away from the Company any employee or consultant of the Company at
any time during the period of my employment with the Company and/or for a period of twelve (12)
months following the termination of my employment agreement with the Company.

9. This Undertaking shall be binding upon me and my personal representatives and successors in
interest and shall inure to the benefit of the Company, its successors and assignees.

Signed this _____ day of ____________________, 20____.

Employee Name & Full Signature

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Internal Confidential

INITIAL DISCLOSURE

Name of the Employee

Employee No. Grade
Date of
Department
joining

Declaration

I declare that I have following dependents:

Sr. No. Name of Dependent Relationship with the
Employee
1.
2.
3.
4.
5.

I further declare that I am / will be working for the following Client(s) of the Company
Sr. No. Name of the Client(s) Program
1.
2.
3.
4.

I further declare that I and my above mentioned dependents collectively hold following securities
of the aforesaid Client(s) as on the date of joining the Company:*
Nature of
Total Market
Security No. of Folio No./ DP ID/
Name of the Value as on
held and Securities Client ID/Other
Client the date of
Nominal held Particulars
joining
Value

* Please mark as Not Applicable, if holding is nil.

I hereby undertake not to trade or otherwise deal in any/aforesaid securities of

Client(s) either directly or through my dependent relatives, during the period, I would
be working for the said Client(s) of the Company.

Date:_____________ Sign:______________________________

Place:_____________ Name:____________________________

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