Non Compete & Non Solicitation Agreement - Infosys

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NON COMPETE & NON SOLICITATION AGREEMENT

In consideration of the services of the undersigned (“Contractor”) to Infosys, Ltd. (the


“Company”), and as a condition of Contractor providing services to the Company, Contractor
agrees as follows:

1. Covenants Regarding Competition: During the period of time Contractor is


providing services to the Company and for a period of six (6) months after Contractor’s services to
the Company end for any reason, with or without cause, Contractor shall not:

a. Seek or accept any employment from or otherwise provide services to (i) a


competitor of the Company, including any of its affiliates or direct or indirect
holding/subsidiaries (collectively, “Infosys”), or (ii) a third party entity providing services to any
customer of Infosys, if Contractor’s employment with or services to such competitor or entity
would involve Contractor having to work with a customer with whom Contractor had worked in
the six (6) months immediately preceding the cessation of Contractor’s services to the Company
on the same or substantially similar project as Contractor worked on while providing services to
the Company, or on any project in which Contractor is likely to disclose confidential information
of the Company or otherwise violate the terms of this Agreement.

b. Solicit business from, do business with or render services to, in any capacity,
directly or indirectly, any entity that is or was an Infosys client or customer for whom Contractor
performed services as a Company Contractor within the last six (6) months of Contractor’s services
to the Company, for a purpose or in a manner that is in any way competitive with Infosys’s
business.

If, during or after Contractor’s services to the Company, Contractor seeks work elsewhere,
Contractor agrees to provide a copy of this Agreement to any person or entities seeking to hire or
accept Contractor’s services before accepting employment with or engagement by any such person
or entity.

2. Solicitation of Employees and Contractors: Contractor agrees that for a period of


twelve (12) months immediately following the termination of Contractor’s services to the
Company for any reason, whether with or without cause, Contractor shall not either directly or
indirectly solicit, induce, recruit or encourage any Infosys employee or contractor to leave Infosys,
or take away such employees or contractors, or attempt to solicit, induce, recruit, encourage or take
away employees or contractors of Infosys, either for Contractor’s own benefit or for any other
person or entity.

3. Injunctive and Other Relief: Contractor acknowledges that each of the restrictions
contained in Sections 1 and 2 of this Agreement is reasonable and necessary in order to protect
legitimate interests of Infosys and its customers, and that any violation thereof would cause
irreparable injury to Infosys and/or its customers for which money damages would not be an
adequate remedy. Contractor acknowledges and agrees that in the event of any violation or
anticipated violation thereof, the Company and/or Infosys shall be entitled to seek, from any court

US.119214585.02 Page 1 of 2
of competent jurisdiction, temporary, preliminary and permanent injunctive relief, and/or any other
equitable specific relief.

4. Express Third-Party Beneficiary: The Company and Contractor hereby agree


that Infosys Limited is an intended and express third party beneficiary of all of the provisions of
this Agreement and shall have the right, exercisable in its sole discretion, to enforce the terms
and conditions of this Agreement against the Contractor, as applicable, or prevent the breach
thereof, or to exercise any other right, or seek any other remedy, which may be available to it as
a third-party beneficiary of this Agreement.

5. Severable Provisions: The provisions of this Agreement are severable, and if any
one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions and any partially unenforceable provisions to the extent
enforceable shall nevertheless be binding and enforceable.

6. State Law Considerations: The provisions of Section 1 shall not apply to activities
occurring in the State of California or any other state in which such provisions may not be
enforceable. However, the parties acknowledge and agree that nothing in this Section shall prevent
or prohibit the Company or Infosys from seeking any remedy under this Agreement or as may be
available to it by law in California or any other state with respect to activities of the Contractor
after the termination of Contractor’s services to the Company.

7. Choice of Law: This Agreement and the rights and duties of the parties hereunder
shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY


READ THIS AGREEMENT AND KNOW AND UNDERSTAND THE CONTENTS
THEREOF AND THAT THEY AGREE TO BE BOUND AND ABIDE BY THE
REPRESENTATIONS, COVENANTS, PROMISES AND WARRANTIES CONTAINED
HEREIN.

COMPANY CONTRACTOR

Signature: Signature:

Print Name: Ankit Print Name: Sai Kumar Guduru

Title: US HR Executive Date: 11/01/2021

Date: 11/01/2021

US.119214585.02 Page 2 of 2

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