Contractor NDA

NON-DISCLOSURE AGREEMENT
This Non Disclosure Agreement is entered into as of 7th Sep, 2017, Sapient
Consulting Private Limited, having its office at Sapient, Unitech
Infospace, Ground Floor, Tower A, Building ‐2, Sector ‐21, Old Delhi
Gurgaon Road, 122016,Dundahera, Gurgaon Haryana, India(together
with Sapient Consulting Private Limited
and its subsidiaries and affiliates, the“Company”), and

, an individual residing at
(the “Consultant”).

1. Background. The Company has entered into an agreement with an Agency

in which the Agency will provide qualified
consultants to the Company to perform technology consulting, software development,
application management and other services as requested from time to time by the
Company. The Consultant, specified herein, has been provided by the Agency and
engaged by the Company, to perform services for the Company. In the course of such
relationship, it is anticipated that the Company may disclose or deliver to the
Consultant, certain trade secrets or confidential or proprietary information of the
Company or of the Company’s clients for the purpose of enabling the Consultant to
provide services to the Company or the Company’s clients. The Company and the
Consultant have entered into this Agreement in order to assure the confidentiality of
such trade secrets and confidential or proprietary information in accordance with the
terms of this Agreement.

2. Confidential Information.
(a) The Consultant agrees that at all times during the term of his or her working with
the Company and thereafter to hold in strict confidence, and not to use, except for the
benefit of the Company, or to disclose to any person, firm or corporation without
written authorization of the Board of Directors of the Company, any confidential
information of the Company. The Consultant understands that “confidential
information” means any and all information and knowledge regarding the business
which the Consultant assimilates or to which the Consultant has access during his or
her working with the Company including, but not limited to, the Company’s
proprietary methods and methodology, technical data, trade secrets, knowȬhow,
research and development information, product plans, products, services, client lists,
and clients (including, but not limited to, clients of the Company on whom the
Consultant calls or with whom Consultant becomes acquainted during the term of his
or her working with the Company), prospective clients as identified from time to time
in the records of the Company, client information, books and records of the Company,
corporate relationships, suppliers, markets, computer software, computer software
development, inventions, processes, formulas, technology, designs, drawings, technical
information, source code, engineering information, hardware configuration
information, and matters of a business nature such as information regarding sales and
marketing, costs, pricing, finances, financial models and projections, billing or other
similar business information. Consultant further understands that confidential
information does not include any of the foregoing items, which has become publicly
known and made generally available through no wrongful act of the Consultant.
Consultant further agrees that all confidential information shall at all times remain the
property of the Company.

(b) Former Employer Information. Consultant represents and warrants that the
execution of this agreement and performance of the Consultant’s obligations hereunder
will not conflict with, result in the breach of any provision, or the termination of or
constitute a default under any agreement with any other person or entity of which the
Consultant is a party or by which the Consultant is bound. Furthermore, Consultant
agrees that he or she will not, during his or her working with the Company, improperly
use or disclose any proprietary information or trade secrets of any former employer or
other person or entity with which Consultant has an agreement or duty to keep in
confidence and that Consultant will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. Consultant recognizes that the Company has received and
in the future will receive from third parties their confidential or proprietary
information. The Consultant will be subject to a duty on the Company’s part to
maintain the confidentiality of such information in the strictest confidence and not to
disclose it to any person, firm or corporation or to use it except as necessary in carrying
out his or her work for the Company consistent with the Company’s agreement with
such third party.

3. Limitation on Obligations. The obligations of the Consultant specified in

Section 2 above shall not apply, and the Consultant shall have no further obligations,
with respect to any Confidential Information to the extent Consultant can demonstrate,
by clear and convincing evidence, that such Confidential Information:

(a) is generally known to the public at the time of disclosure or becomes

generally known through no wrongful act on the part of the Consultant;

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 (b) is in the Consultant’s possession at the time of disclosure otherwise
than as a result of the Consultant’s breach of any legal obligation;

(c) becomes known to the Consultant through disclosure by sources other

than the Company having the legal right to disclose such Confidential Information;

(d) is independently developed by the Consultant without reference to or

reliance upon the Confidential Information; or

(e) is required to be disclosed by the Consultant to comply with

applicable laws or governmental or regulatory regulations, provided that the
Consultant provides prior written notice of such disclosure to the Company and takes
reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

In the event of a disputed disclosure, the Consultant shall bear the burden of proof of
demonstrating that the information falls under one of the above exceptions.

4. Inventions
(a) Inventions Retained and Licensed. Consultant has attached hereto as Exhibit A a list
describing those inventions, original works of authorship, developments,
improvements, and trade secrets, if any, which (I) were made by him or her prior to
his or her working with the Company, (II) which belong to him or her, and (III)
which relates to the Company’s proposed business, products, or services
(collectively referred to as “Prior Inventions”). The prior inventions are not being
assigned to the Company hereunder. If no such list is attached, Consultant
represents that there are no such prior inventions. If in the course of his or her
working with the Company, Consultant incorporates into a company product,
process or machine a Prior Invention owned by him or her, or in which Consultant
has an interest, the Company is hereby granted and shall have nonȬexclusive,
royalty free, irrevocable, perpetual, worldwide license to make, have made, modify,
use and sell such Prior Invention as part of or in connection with such product,
process or machine.

(b) Assignment of invention. Consultant agrees to promptly make full written

disclosure to the Company and will hold in trust for the sole right and benefit of the
Company, and Consultant hereby assigns to the Company, or its designee, all
Consultant’s right, title and interest in and to any and all inventions, original works
of authorship, developments, concepts, improvements or trade secrets, of whatever
nature and whether or not patentable or registerable under copyright or similar
laws, which Consultant may solely or jointly conceive or develop or reduce to

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 practice, or cause to be conceived or developed or reduced to practice, during the
period Consultant is working with the Company (collectively referred to as
“Inventions”); and Consultant further agrees that the foregoing shall also apply to
Inventions which relate to the business of the Company or to the Company’s
anticipated businesses at the end of the Consultant’s working with the Company
and which were conceived or developed during Consultant’s working with the
Company and reduced to practice during a period of one year after the termination
of Consultant’s services with the Company.

(c) Maintenance of records. The Consultant agrees to keep and maintain adequate and
current written records of all the Inventions made by the Consultant (solely or
jointly with others) during the term of the Consultant’s working with the Company.
The records will be in form of notes, sketches, drawing, and any other format that
may be specified by the Company. The records will be available to and remain the
sole property of the Company at all times.

(d) Patent and Copyright Registrations. The Consultant agrees to assist the Company, or
its designee, at the Company’s expense, in every proper way to secure the
Company’s rights in the inventions and any copyrights, patents, or other intellectual
property rights relating thereto in any and all countries, including the disclosure
to the Company of all pertinent information and data with respect thereto and
the execution of all applications, specifications, oaths, assignments, and all other
instruments which the Company shall deem necessary in order to apply for and
obtain such rights and in order to assign and convey to the Company, its successors,
assigns and nominees the sole and exclusive rights, title and interest in and to such
Inventions, and any copyrights, patents, or other intellectual property rights relating
thereto.

5. Conflict of Interest. During the term of the Consultant’s working with the Company,
the Consultant will not engage in any other employment, occupation, consulting or any
other activity that conflicts with the Consultant’s obligations to the Company.

6. Returning the Company Property The Consultant agrees that, upon termination of
his or her working with the Company, or at the request of the Company, the Consultant
will deliver to the Company (and will not keep in his or her possession or deliver to
anyone else) any and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or electronic copies or other reproductions
of any of the

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aforementioned items, containing confidential information or otherwise belonging to
the Company, its successors or assigns.

7 Arbitration and Damages

(a) Arbitration. In the event of any dispute with reference to this Agreement, the matter
shall be referred to the Arbitration of the nominated Attorneys of the company in
New Delhi. Such reference shall be deemed to be a submission to arbitration, under
the Arbitration and Conciliation Act, 1996. The venue of the arbitration shall be New
Delhi, India. The Company and the Consultant shall each pay one–half of the costs
and expenses of such arbitration, and each of them shall separately pay their own
counsel fees and expenses and other costs of the arbitration.

(b) Damages. The Company and the Consultant agree that the damage, the cost and
injury caused to the Company by the Consultant’s breach of any of the terms/
conditions set forth herein will be severe. To compensate the Company for,
including without limitation, the loss of the Company’s credibility with its
customers/ clients and in the business market place, loss of the Company’s image
and goodwill, loss of future opportunities, disruption in the existing work/ business
and opportunity costs, the Consultant agrees to pay / indemnify the Company for
the actual loss suffered, pecuniary or otherwise, as computed by the Company for
the breach.

8. Miscellaneous.

(a) This Agreement supersedes all prior agreements, written or oral,

between the Company and the Consultant relating to the subject matter of this
Agreement. This Agreement may not be modified, amended or discharged, in whole or
in part, except by an agreement in writing signed by the Company and the Consultant.

(b) This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.

(c) This Agreement shall be construed and interpreted in accordance with

the laws of India.

(d) Severability: if one or more of the provisions in this Agreement are

deemed void by law, then the remaining provisions will continue in full force and
effect.
 (e) Waiver of Breach: The waiver by the Company of a breach of any of
the provisions of this Agreement by the Consultant shall not be constructed as a waiver
by the Company of any subsequent breach by the Consultant.

(f) Notices: Any notice required to be given hereunder shall be sufficient

if it is given in writing and sent by certified or registered mail, return receipt requested,
or by way of courier, or an e‐mail, in the case of the Consultant, to the Consultantʹs
address as shown on the Companyʹs records, and in case of the Company, to its office
(at the address specified above). Notice shall be deemed to have been given when
actually received or three days after mailing, in case of physical dispatch, whichever is
earlier or in the case of transmission by email when sent email confirmation is obtained
by the sender.

(g) The provisions of this Agreement are necessary for the protection of
the business and goodwill of the Company and are considered by the Consultant to be
reasonable for such purpose. The Consultant agrees that any breach of this Agreement
will cause the Company substantial and irreparable damages and, therefore, in the
event of any such breach, in addition to other remedies which may be available, the
Company shall have the right to seek specific performance and other injunctive and
equitable relief.

EXECUTED as a sealed instrument as of the day and year first set forth above.

Sapient Consulting Private Limited

TULIKA Digitally signed by TULIKA SHARAN
DN: c=IN, o=SAPIENT CONSULTING PRIVATE
LIMITED, ou=NA, cn=TULIKA SHARAN,
serialNumber=e3585b69e04440bc1e147f097

SHARAN
125a09558fcdc3c503c4fce4bf2e51c3504a84b
, postalCode=110001, st=DELHI
Date: 2017.09.06 10:06:28 +05'30'

Tulika Sharan
Director - CORA

Consultant:
Print Name: