Ref.

:Capgemini/879268

December 14, 2011

Sreehari Valeti
V.K. Murthy form House, immadihalli road, white field,
Bangalore - 560066

Dear Sreehari Valeti,

We are pleased to confirm our offer of employment to you as Associate consultant with Capgemini
India Private Limited (the Company), starting December 29, 2011. At Capgemini, one of our goals is to
afford all our people the opportunity to pursue their careers, to achieve their personal best, and to
balance their personal and professional goals. We value your abilities and believe you will find our work
environment to be challenging and fulfilling.

You are requested to report to the said address on December 29, 2011. not later than 9.00 AM. Please
refer ANNEXURE VIII for detailed address.

Request note that your name mentioned in the offer letter will be used to create your employee records
in Capgemini & the same will be continued all communication purpose. In case you need a change in
the name; please contact your recruiter before your DOJ. Please remember, post joining, no changes
can be made. The name provided by you should be matching with necessary documents such as
Education certificate, Experience letters, Relieving letters, PAN card, Passport, etc.

Location - You will be based in Chennai but the Company may require you to work at other Company
locations and on customers' sites, both inside or outside India. The Company will seek to give you
reasonable notice of extensive travel requirements, and to take into account your personal
circumstances where appropriate.

Compensation - Your target annual salary will be Rs. 550000/- (Rs. Five Lakhs Fifty Thousand Only)
. This comprises of your salary and bonus and / or any incentives applicable to you. Details are given in
the attached Annexure-I. Please note that first salary for those who join after the 15th will be processed
in following month's payroll cycle.

Confidentiality - This is a highly Confidential and Private document. You are to maintain the
confidentiality and ensure that the details of your offer are not shared with anyone outside of the People
Relationship Management Team of Capgemini. Sharing the details of your offer with others would imply
a breach of confidentiality and could invite suitable disciplinary action.

Relocation - If applicable you will be reimbursed expenses of your relocation to Chennai Location from
your current location as per the policy. (Refer detailed process in Annexure III). In the event that you
resign from employment within 12 months of your joining, you will pay back the entire amount paid to
you for relocation.

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Performance Bonus Scheme - You will be eligible to participate in the Company's Performance Bonus
as per the company policy, provided you are on the rolls of the Company at the time of payout. The
annual performance bonus payable shall be pro-rated to your completed months of service with the
company. Performance Bonus is payable only if you are on the rolls of the company for at least 3
months during the relevant calendar year. The breakup of your target annual salary is attached
herewith.(Refer Annexure 1)

The benefits included in the cost to company are:

Provident Fund - You are eligible for Employees' Provident Fund scheme wherein, the Company will
match your annual contribution.

Gratuity - You will be eligible for Gratuity as per policy, which is calculated at 4.808% of your current
Basic salary per month. Details would be made available on joining.

Medical Insurance - In accordance with the Company's policy you and your immediate family (i.e.
spouse and unmarried dependent children up to a particular age) will be covered under our Group
Mediclaim Insurance Policy.

You will also be covered under our Group Personal Accident Insurance Policy and Group Term Life
Policy. For the current cost of insurance please refer to the salary break up. Additionally, if you are
required to travel abroad, you will be covered under our Overseas Medical Insurance Policy.

Transport Facility - Bus transport facility is available on various routes at Capgemini locations. You are
encouraged to use this facility, by paying nominal charges as per company policy.

Personal Tax - The payments described above will not be further grossed up for taxes and you will be
responsible for the payment of all taxes due with respect to such payments, which will be deducted at
source as per the prevailing rules.

Annual Leave/Public Holidays - You will be eligible for 22 working days of vacation and 10 public
holidays. Please refer to the Company's Leave Policy for further details in this regard.

In case you absent yourself from duty continuously, without prior authorization, for 10 calendar days or
more you shall be deemed to have left and relinquished the service on your own accord and such
relinquishment of service shall be deemed as a repudiation of the contract of employment by you.

In such circumstances, the Management will have the discretion of (a) adjusting salary against the
notice period of such abandonment (b) presume that you have voluntarily abandoned the services of the
company and strike off your name from the rolls of the Company.

Notice Period/Termination - This contract of employment between you and the Company may be
terminated by either party by giving 90 days notice or gross 3 months salary in lieu thereof. However
release from the services of the Company will be subject to satisfactory handover of the responsibilities
assigned to you.

In the event of willful neglect or breach of any of the terms hereof or refusal on your part to carry out the
lawful instructions of any member of the Company or being guilty of misconduct, the Company may
terminate your employment forthwith without notice.

During the period of this employment you should not draw, accept or endorse any cheque or bill on
behalf of the Company or, in any way, pledge the Company's credit except so far as you may have been

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authorized by the Company to do so, either generally or in any particular case.

During the tenure of your employment, the company may incur training/ certification expenses on you.
In the event you leave our services within a period of 24 months from the date of training/ certification,
you may be required to reimburse the entire training costs including any travel costs related to the
training. Depending on the expenses involved, you may also be required to sign a service agreement
with the company for a specific period, which will be indicated to you at that time.

Your employment will be subject to the following pre-conditions:

1. You obtain a clear discharge from your present employer.
2. You provide two satisfactory references, one being from your current employer.

Private Information Policy - You will be bound by the Capgemini Private Information Policy as
described in Annex 1 for holding in confidence any trade secrets or confidential business and technical
information of the Company or its clients.

Intellectual Properties - Additionally, you will also be bound by the Capgemini policy with respect to
Intellectual Property as described in Annexure IV.

Non-Competition - In the event that you leave the Company either initiated by yourself or the Company,
you shall not recruit any employee from the Company for a period of 12 months commencing the last
day of your employment with the Company.

Governing Law - The terms and conditions as stipulated above shall be interpreted in accordance with
the laws of India. In the event of any dispute, the parties shall submit to the exclusive jurisdiction of the
Courts of India.

Condition of Hire - All appointments are based on the information furnished by you in your employment
application and all further declarations and undertakings. Hence, any false statement or information
furnished as above will lead to your dismissal without notice.

You hereby warrant that you are not in breach of any contract with any third party or restricted in any
way in your ability to undertake or perform the duties of your employment.

You also warrant that you will be fully responsible for any personal liabilities that may arise as the result
of an agreement between you and any third party and that the Company will in no way be concerned
with such liabilities.

During your employment with the Company you will agree to work on any project that you are assigned
to, irrespective of technical platforms / skills and nature of the project. If necessary, you may also be
required to work in shifts. Failing to do so can lead to termination of employment without notice.

Regardless of any secondment to any other Capgemini entities or where you may be required to work
overseas for any such Capgemini entities for an extensive period, you shall at all times remain an
employee of the Company exclusively and shall not be entitled to any such foreign salary or benefits
(including medical insurance, green card sponsorship etc.) payable or applicable to employees of such
other Capgemini entities other than the salary and benefits specified in this offer letter or the salary and
benefits that may be have been decided by Capgemini and communicated to you.

You will also be governed by all other instructions/rules/policies of the company, which are not
specifically mentioned in this letter. The same are available on the Intranet and you are expected to go
through the same carefully. For clarification, if any, regarding these instructions/rules/policies please get

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in touch with People processes partner.

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Sreehari Valeti, we believe we can provide you with an atmosphere in which you can develop your
professional talents to the fullest. We look forward to having you join Capgemini India Pvt. Ltd. Please
do not hesitate to contact me if you need any further assistance.

You will retire on the last day of the month in which you complete sixty years of age.

In case of any query please feel free to contact Dhivya Subbiah (Mobile: 9677024040/ email:
dhivya.subbiah@capgemini.com).

We look forward to having you in Capgemini team.

Yours Sincerely,
For & On Behalf of Capgemini

Y. Sreenivasa Rao
Vice President : Recruitment, Mobility and Resourcing

{ } I accept the offer and confirm that there have been no other commitments made during the
hiring process other than those specified in the offer letter. (example - on onsite opportunity,
compensation, promotion and salary hike)
{ } I accept the offer but would like to mention that the following discussions have been had
during the hiring process (Please mention commitments
:-----------------------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------)
I have read the contents of this letter and accept all the terms and conditions of this offer and
the enclosed annexure I, II. in their totality and also confirm that I shall not be legally or
otherwise entitled to any other perquisites, facilities, benefits, etc. than the mentioned in the
same, either monitory or otherwise, unless and until the Company specifically agrees in
writing, herein after.

Name: ______________________________ Sign: _________________

• Annexure I - Offer Break up

• Annexure II - Information
• Annexure III - Relocation Policy
• Annexure IV - Private information
• Annexure V - Covenants
• Annexure VI - Intellectual Property
• Annexure VII - NDA
• Annexure VIII - Capgemini Locations and address

_________________________ _________________
Signature Date

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 ANNEXURE I

Sreehari Valeti
Associate consultant
Target annual compensation from Capgemini India Pvt Ltd. Rs.550000

Monthly Components Per Month Annualised

Basic Salary Rs. 15533 Rs. 186401
House Rent Allowance Rs. 7767 Rs. 93200
Medical Reimbursement Rs. 1250 Rs. 15000
Conveyance Allowance Rs. 800 Rs. 9600
Flexi Plan Allowance Rs. 6250 Rs. 75000
Special Allowance Rs. 8937 Rs. 107248
Statutory Bonus Rs. 0 Rs. 0

Gross monthly pay Rs. 40537 Rs. 486449

Capgemini's contribution to PF Rs. 1864 Rs. 22368

Gratuity Accrual Rs. 747 Rs. 8962

Total Fixed Compensation (TFC) Rs. 43148 Rs. 517779

Performance Bonus Rs. 25890

Total Cash Compensation Rs. 543669

Medical, Accident & Life Insurance Premium Rs. 6331

Total Cost to Company Rs. 550000

Note
*Flexi plan can include LTA and Telephone Reimbursement
**Performance bonus can range from 0 to the amount mentioned above

_________________________ _________________
Signature Date

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*The Total Benefits amount has been arrived at by considering the maximum eligibility under
each of the components.

**Performance Bonus: In addition to the Total Fixed Compensation, you will be eligible for an
Annual Performance Bonus. This is a discretionary bonus and is made at the sole discretion of
the company. You will be paid Annual Performance Bonus based on the Company's Financial
Performance and your individual Performance during the Annual Performance Review
Period. Kindly note that annual performance bonus will only be paid to associates who are on
Capgemini rolls at the time of the disbursement. Please read carefully the clause explaining
performance bonus scheme in the offer letter.

In the event you are separated from the services of the company for any reasons whatsoever,
payment of performance bonus shall be at the sole discretion of the company.

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 ANNEXURE II

INFORMATION:

List of documents that you are required to bring for our records (Please bring originals along with a photo
copy of all documents, Originals will be returned after verification)
QUALIFICATION:
• Xth mark sheet and certificate
• XIIth mark sheet and certificate
• Graduation mark sheets and degree certificate
• Any other relevant Certificates
EXPERIENCE:
Current Employer:
• Relieving Letter
• Service letter
• Pay slips of last three months
• Letter of Appointment
Previous Employers:
• Service / Experience certificate
ADDITIONAL:
• Birth certificate
• Passport: All pages 1 Set
• Any photo identity proof (driving license, PAN card etc)
• Seven photographs
• Leave and license agreement copy or letter from landlord or roommate saying
that said person is staying in landlord's house from so and so period along with
landlord sign and Leave and license agreement copy for reference.
• Cell Phone Bill copy
• Vehicle Registration -RC Book copy
[You are required to submit any pending relevant documents of your education and your past
employment within 30days of you joining the company, failing which your compensation will cease to/
not be processed.]
OTHER INFORMATION
Accommodation:
For confirmation on Accommodation please send a mail three days in advance to Dhivya
Subbiah (Mobile: 9677024040/ email: dhivya.subbiah@capgemini.com).
Safety and work place attire norms:
As part of Capgemini India, you will be required to adhere to safety and work place attire norms. This
involves:
• Wearing a helmet if riding a motorbike/scooter and seat belt in a car.
• No driving/riding under the influence of drugs or any other intoxicating substance.
• Wearing western formal attire on every Wednesday. This practice is intended to create
familiarity and a level of comfort with overseas work environments and dress norms.
• Non adherence of safety norms will result in non-payment of accidental insurance.

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 ANNEXURE III

RELOCATING FROM LOCATIONS WITHIN INDIA

The relocation limit is based on the level and the marital status. Details are as under:

Entitlements Single Married

Travel 3000 9000
Accommodation 12000 15000
Relocation Expenses 15000 21000
Total 30000 45000

I. Travel

• The Company will reimburse travel (one-way ticket only) expenses for the candidate
and
his/ her spouse and dependent children only.
• Reimbursement of travel expenses will be up to the limit defined by the policy or actual
amount, whichever is less, on production of actual receipts / tickets / boarding pass.
• The mode of travel is economy class airfare or AC II tier train.

II. Accommodation

• Company will provide accommodation for initial 7 days only effective from date of
joining.
Company will directly settle the lodging bills with the, service provider. Individuals will be

responsible for expenses incurred on liquor, cigarettes, personal telephone calls, food
and entertainment prior to checking out of the company-provided accommodation.
• Cost of company-arranged accommodation will be governed by the policy. Any
additional
cost as mentioned in the policy will covered by the recruitment budget.
• In case of self-arranged accommodation, reimbursement will be according to the limit
defined by the policy.
• Any extension beyond 7 days will be employees' responsibility.

III. Relocation Expenses

Relocation expenses will include below mentioned expenses and will be reimbursed on production of
actual receipts.

a) Transportation of household goods -

• Cost Incurred on Packing and moving(P&M) of personal goods and effects(excluding
vehicle) arranged through any Vendor will be reimbursed subject to the submission of
the
following:-
• Original payment receipt on the vendor's letter head/bill mentioning the vendor's PAN
No and Service Tax No. This should be duly attested by vendor.

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• Original list of items transported and signed by the candidate and acknowledged by the

vendor. This should also mention the starting location and destination.
• Original Insurance premium receipt (if claimed).
• Original Octroi receipts across locations.
• Original Good Receipt Note /Delivery Challan on the Vendor Letter head - countersigned

by the candidate.

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Note -
• Capgemini will not be held liable for any loss or damage or delay in delivery of goods
during transit.
• The reimbursement of P&M of personal goods and effects is non-taxable.
b) Transportation / registration of vehicle, including No Objection Certificate (NOC).
c) Authorized number of vehicles - one Four wheeler and two 2 wheeler either in name of candidate or
his/ her spouse.
d) Alternatively, if the employee wishes to drive down, expenses will be reimbursed at actual.
Reasonable fuel expenses as defined by Capgemini Finance team will be reimbursed considering the
distance travelled from the City of Origin to the city of relocation.
e) Capgemini will reimburse the housing brokerage amount maximum up to two rents against the
submission of original payment receipt of broker and registered house agreement photocopy. The
payment receipt should carry the seal of the broker with the contact info and should have necessary
affixation of revenue stamp.
f) Non-refundable school donation (for up to a maximum of two children) against receipt from school.

IV. Payment Procedure - Relocation and travel expenses must be claimed by the employee within
30 days from the date of joining.

V. Important Guidelines

• If the candidate is single and wants to be accompanied by his or her parents, the
company will provide help in booking accommodations. Additional costs will be taken
care by the candidate.
• All expenses will be reimbursed on production of actual receipts only.
• As per the company's definition, dependents are the candidate's spouse and children
(up
to 2 children and below the age of 18 yrs).
• The policy is defined by marital status of employee.
• Married - Employee is married and accompanied with his or her spouse and
dependents
when joining the company.
• Single - Employee is either married or unmarried and travelling alone when joining the
company.
• If pre-hire location and joining location is same - the candidates is not eligible for
relocation reimbursements.
• Fresher's joining from campus will not be entitled to claim any relocation expenses.

VI. Recovery of Relocation expenses - In case the employee resigns within a period of one year
from the date of joining, the entire amount of relocation expenses reimbursed to that employee must be
returned to the Company as part of the final settlement.

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 ANNEXURE IV
PRIVATE INFORMATION II

The employee agrees with Capgemini that:

the work for which I am employed is and will be of a private nature, and in connection with the
performance of my services on behalf of Capgemini, its subsidiaries and affiliates (together with their
predecessors and successors, the 'Company'), the Company may make available to me information of
a private nature as to the Company and the Company's clients' and prospective clients' business,
strategies, methodologies, operations, technologies (including computer software), financial affairs,
organizational and personnel matters, policies, procedures, trade secrets, programs, operations, clients,
prospective clients, employees and other non-public matters, including those concerning third parties
('Private Information'). I agree that I will receive in strict confidence all such Private Information belonging
to the Company or to its clients or prospective clients. I further agree to use my best efforts to maintain
and to assist the Company in maintaining the confidentiality of all such Private Information, and to
prevent it from coming into unauthorized hands.

The employee further agrees that:

I. I will neither copy nor distribute any material, or other information constituting Private
Information which comes into my possession as result of my employment by the
Company, other than for the Company use;

II. I will not during the period of employment by the Company nor at any time thereafter,
directly or indirectly, disclose to others and/or use for my own benefit or for the benefit of
others, Private Information acquired by me during the period of my employment, except
to the extent as may be reasonably necessary in the ordinary course of performing my
duties as an employee of the Company;

III. I will not disclose to the Company or attempt to induce the Company to use any Private
Information or material to which the Company is not entitled; which the Company is not
entitled;

IV. Upon termination of my employment with the Company, I will return to the Company all
materials and information that constitutes Private Information and any copies thereof and
certify to the Company that I no longer have any rights to such materials or information,
and I will represent that the original and all copies of such materials and information have
been returned to the Company.

V. I agree to abide by the ISMS polices and procedures as published by the organization
from time to time.

VI. I have got my self medically examined in the last 3 months and declare that I am
medically fit. I have no communicable disease and I am not addicted to drugs or
substance abuse. I will be liable for disciplinary action if this declaration is found false.

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 ANNEXURE V

COVENANT

a) The employee agrees that:

I will not (1) for a period of one year after the termination of this agreement, directly or indirectly solicit
to provide or provide any professional services such as those provided by the Company for anyone who
is a client of the Company anytime during the twelve months prior to my leaving the Company and for
whom I provide any service as an employee of the Company during the five years prior to my leaving, (2)
for a period of eighteen months after the termination of this agreement directly or indirectly, without the
prior written consent of the Company, solicit for employment with myself or any firm or entity with which
I am associated, any employee of the Company or otherwise disrupt, impair, damage, or interfere with
the Company's relationship with its employees; or (3) upon the termination of my employment remove,
retain, copy, or utilize any confidential, privileged or proprietary information, trade secrets, or other
property of the Company, including but not limited to manuals, software, data, files, client lists or
materials, or other data, publications or materials. The non-compete provisions of this paragraph will not
apply to a client of the Company or any predecessor of the Company for whom I performed services or
with whom I had significant professional contact prior to joining the Company. If the Company requests
me to terminate my relationship with the Company, the non-compete provisions of this paragraph will not
apply to me with respect to those clients of the Company, if any, as to which the Company and I reach
mutual agreement.

(b) The employee and the Company acknowledge and agree that the duration and geographic scope of
the covenants contained in paragraph (a) are fair and reasonable. Accordingly, the employee and the
Company agree that, in the event that any of the covenants contained in paragraph (a) are nevertheless
determined by a court or arbitration body to be unenforceable because of the duration or geographic
scope thereof, the arbitration body or court making such determination may reduce such duration and/or
scope to the extent necessary to enable such arbitration body or court to determine that such covenant
is reasonable and enforceable, and to enforce such covenant as so amended.

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 ANNEXURE VI

INTELLECTUAL PROPERTY

Following is a statement of the Company's policy with respect to intellectual property:

Except as otherwise may be agreed by the Company in writing, in consideration of the employment of
the employee by the Company, and free of any additional obligations of the Company to make additional
payment to the employee, the employee agrees to irrevocably assign to the Company any and all
inventions, software, manuscripts, documentation, improvements or other intellectual property, whether
or not protectable by any national or state laws relating to the protection of intellectual property, relating
to the present or future business of the Company that are developed by the employee prior to the
termination of his/her employment with the Company, either alone or jointly with others, and whether or
not developed during normal business hours or arising in the scope of his/her duties of employment.
The employee agrees that all such inventions, software, manuscripts, documentation, improvement or
other intellectual property shall be and remain the sole and exclusive property of the Company. The
employee hereby agrees to execute such assignments and other documents as the Company may
consider appropriate to vest all right, title and interest therein to the Company. This provision does not
apply to an invention for which no equipment, supplies, facility, or trade secret information of the
Company was used and which was developed entirely on the employee's own time, unless (a) the
invention relates (i) directly to the business of the Company or (ii) to the Company's actual or
demonstrably anticipated research or development or (b) the invention results from any work performed
by the employee for the Company. The employee agrees that all services performed by the employee
for the Company shall be the original work of the employee and shall not incorporate any third party
materials or work in which the employee or any third party asserts an ownership interest without the
express written consent of the Company

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 ANNEXURE VII

CAPGEMINI INDIA PRIVATE LIMITED

EMPLOYEE NON-DISCLOSURE, DEVELOPMENT
AND NON-SOLICITATION AGREEMENT

In consideration of my employment with Capgemini India Private Limited (my 'Employer'), a subsidiary of
Capgemini International, Inc. ('Capgemini'), and the compensation paid to me as an employee of my
Employer, and as a condition precedent of my continued employment with my Employer, I hereby agree
with Capgemini and my Employer as follows:
1. Term of Agreement This Agreement shall commence on the date hereof and shall continue for so long
as I am employed by my Employer, Capgemini or any of its subsidiaries (collectively, the 'Capgemini
Group') and for an additional twelve (12) months following the date such employment terminates for any
reason. The term 'Employer', as used in this Agreement, will refer to any member of the Capgemini
Group by which I am at any time employed.
2. Confidentiality
a. Confidential Information. I shall keep secret and I will not at any time, whether during or after the
termination of my employment, reveal to any person or entity any trade secret, or proprietary or
confidential information of any member of the Capgemini Group or of any third party which any member
of the Capgemini Group is under an obligation to keep confidential, including but not limited to
proprietary or confidential information respecting inventions, products, designs, methods, know-how,
techniques, systems, processes, strategies, software programs, works of authorship, Intellectual
Property Rights (as defined below), customer lists, employee lists and any other personally identifiable
information about any employee of the Capgemini Group, user lists, vendor lists, content provider lists,
supplier lists, pricing information, projects, budgets, plans, projections, forecasts, financial information
and proposals, and any other information which due to the nature or character of such information, any
prudent person might reasonably under similar circumstances treat such as confidential or would expect
the Capgemini Group to regard such information as confidential, all regardless as to whether such
information was disclosed before or after the date hereof (collectively, 'Confidential Information'), except
as may be required by law or in the ordinary course of performing my duties as an employee of my
Employer. I will also take all reasonable precautions to prevent the inadvertent disclosure of the
Confidential Information to any unauthorized person. I shall not use or attempt to use any Confidential
Information in any manner that may injure or cause loss or may be reasonably expected to injure or
cause loss, whether directly or indirectly, to any member of the Capgemini Group. The obligations of
this clause shall survive termination of this Agreement. For purposes of this Agreement, 'Intellectual
Property Rights' shall mean all industrial and intellectual property rights (including both economic and
moral rights), including, without limitation, patents, patent applications, patent rights, trademarks,
trademark applications, trade names, service marks, service mark applications, copyrights, copyright
applications, databases, algorithms, computer programs and other software, know-how, trade secrets,
proprietary processes and formulae, inventions, trade dress, logos, design and all documentation and
media constituting, describing or relating to the above.

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b. Exceptions. The above restrictions shall not apply to information that: (a) is publicly available without
any action on my part; (b) is approved for release by written authorization of the rightful owner of such
information; or (c) is required to be disclosed by law or by an order of any court, provided, however, that I
shall provide prompt written notice to my Employer of any court order or requirement to enable
Capgemini
to seek a protective order or otherwise prevent or restrict such disclosure. If, after Capgemini has had a
reasonable opportunity to seek such order/relief, it fails to obtain such order/relief, and, in the opinion of
the legal counsel for Capgemini, I am legally compelled to disclose any of the Confidential Information
by law
or by an order of any court, then I shall disclose that portion of the Confidential Information which the
legal counsel to Capgemini advises that I am compelled to disclose.

c. Confidential Material . During my employment I shall not make, take, remove from the business
premises of my Employer or any member of the Capgemini Group, use or permit to be used any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data,
documentation or other materials of any nature relating to any matter within the scope of or concerning
the business, dealings or affairs of any member of the Capgemini Group (collectively, 'Confidential
Material') other than for the benefit of the Capgemini Group and in connection with performing the duties
of my employment. Further, I shall not, after the termination of my employment, use or permit to be
used any such Confidential Material, it being agreed that all Confidential Material shall be and remain
the sole and exclusive property of the applicable member of the Capgemini Group and that immediately
upon the termination of my employment I shall deliver all Confidential Material, and all copies thereof, to
my Employer at its main office.

3. Assignment of Inventions; Original Works of Authorship.

a. General . If at any time or times during my employment, I shall (either alone or with others) make,
conceive, create, discover, invent or reduce to practice any invention, modification, discovery, design,
development, improvement, process, software program, work of authorship, documentation, formula,
data, technique, know-how, trade secret or Intellectual Property Right whatsoever or any interest therein
(whether or not patentable or registrable under copyright, trademark or similar statutes or subject to
analogous protection) (collectively 'Developments') that:
(i) relates to the business of any member of the Capgemini Group, including but not limited
to its Customers or suppliers, or to any of the products or services being developed,
manufactured, sold or provided by any member of the Capgemini Group or which may be
used in relation therewith;
(ii) results from tasks assigned me by my Employer; or
(iii) results from the use of premises or personal property (whether tangible or intangible)
lowned, eased or contracted for by any member of the Capgemini Group,

such Developments and the benefits thereof shall immediately become the sole and absolute property of
the applicable member of the Capgemini Group and its assigns, as works made for hire or otherwise,
and I shall disclose to my Employer (or any entity or person(s) designated by it), without cost or delay
and without communicating to others the same, each such Development and all available information
relating thereto (with all necessary plans and models). I hereby assign any and all rights I may have or
acquire in the Developments and all benefits and/or rights resulting therefrom to Capgemini and its
assigns without further compensation. I hereby waive and quitclaim to Capgemini any and all claims of
any nature whatsoever that I may now have or may hereafter have for infringement or misappropriation of
any intellectual property right, including without limitation any claim that I own any rights in a
Development, or that a Development infringes or misappropriates any of my intellectual property rights.

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All such assignment of rights shall be perpetual (or if any Intellectual Property Right is of a limited
duration, for the entire duration of such Intellectual Property Right), irrevocable, worldwide and shall not
lapse, even if Capgemini or my Employer fails at any time to commercially exploit any such
Developments.

b. Inalienable Rights. Any assignment of copyright hereunder (and any ownership of a copyright as a
work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as 'moral rights' (collectively 'Moral Rights'). If, despite
Section 3(a), I am deemed under applicable law to retain any rights in any Developments, including
without limitation any Moral Rights, I hereby waive, and agree to waive, all such rights. To the extent
that such waivers are deemed unenforceable under applicable law, I grant, and agree to grant, to
Capgemini or its designees the exclusive, perpetual, irrevocable, worldwide and royalty-free license to
use, modify and market the Development, without identifying me or seeking my consent.

c. Employee Patent Rights. I am hereby notified that the preceding provisions do not apply to any
invention for which no equipment, supplies, facility, or trade secret information of any member of the
Capgemini Group was used and which was developed entirely on my own time, unless the invention: (i)
results from any work performed by me for any member of the Capgemini Group, or (ii) relates to the
business, or actual or demonstrably anticipated research or development of any member of the
Capgemini Group. Provided that if in the course of my employment with my Employer, I incorporate into
a Capgemini product, process or machine a prior invention owned by me or in which I have interest,
Capgemini is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
sub-licensable, worldwide license to make, have made, modify, use, market, sell and distribute such
prior invention as part of or in connection with such product, process or machine. I have attached hereto
as Exhibit A, a complete list of all inventions or improvements to which I claim ownership and that I
desire to remove from the operation of this Agreement, and I acknowledge and agree that such list is
complete. If no such list is attached to this Agreement, I represent that I have no inventions or
improvements.

d. Further Documentation. Upon disclosure of each Development to my Employer, I will, during my

employment and at any time thereafter, at the request and cost of any member of the Capgemini Group,
promptly sign, execute, make and do all such deeds, documents, acts and things as such member and
its duly authorized agents may reasonably require:
(i) to apply for, register, obtain and vest solely in the name of any member of the Capgemini
Group (unless such member otherwise directs) letters patent, copyrights, trademarks or
other analogous protection, in any country throughout the world and, when so obtained or
vested, to renew and restore the same; or
(ii) for revocation of such letters patent, copyrights, trademarks or other analogous
protection; or
(iii) to defend any judicial, opposition or other proceedings relating to applications for, or the
revocation of, such letters patent, copyrights, trademarks, or other analogous protection.
such letters patent, copyrights, trademarks, or other analogous protection.
If I am not employed by a member of the Capgemini Group at the time when any member of the
Capgemini Group requests my assistance in connection with the foregoing, the member making such a
request will pay me for my reasonable time expended in complying with the above terms at an hourly
rate equal to the effective hourly rate at which I was paid by my Employer immediately prior to my
termination as an employee.

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e. Power of Attorney. In the event that any member of the Capgemini Group is unable, after reasonable
effort, to secure my signature on any document concerning a Development, including applications
relating to letters patent, copyright or trademark registration or any analogous protection, whether
because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably
designate and appoint Capgemini and its duly authorized officers and agents as my agent and
attorney-in-fact to act for and in my behalf and stead in order to execute and file any such documents,
including applications, and to do all lawfully permitted acts to further the prosecution and issuance of
letters patent, copyright or trademark registrations or any analogous protection thereon, with the same
legal force and effect as if executed and filed by me.

4. Conflict of Interest and Non-Solicitation of Customers.

a. Conflict of Interest. While I am employed by my Employer, I will not, without the prior written consent
of my Employer or Capgemini, directly or indirectly, whether alone or as a partner, joint venturer, officer,
director, employee, consultant, agent, independent contractor or stockholder of any company, business
or other commercial enterprise: (i) engage in any business activity similar in nature to any business
conducted or planned by any member of the Capgemini Group at any time during the period of my
employment with my Employer; or (ii) compete in any way with products or services being developed,
marketed, distributed, sold or otherwise provided by any member of the Capgemini Group at such time.
I shall be permitted to own not more than five percent (5%) of the shares of stock of any public company
having a class of equity securities actively traded on a recognized securities exchange or securities
market, and such ownership shall not, in and of itself, violate the terms of this Section 4.

b. Customers. During the term of this Agreement, I will not, directly or indirectly, solicit or do business
with any Customer (as defined below), or entice, induce or assist any Customer to cease doing
business with any member of the Capgemini Group or to become a customer of any other person or
entity engaged in any competitive activity. For purposes of this paragraph, a ''Customer'' means: (i) any
near-permanent customer, or any other customer of any member of the Capgemini Group with whom I
had contact (including contact with said customer's Confidential Information) as an employee of my
Employer during the twelve (12) consecutive calendar months preceding my termination of employment
from my Employer; or (ii) any customer or prospective customer of any member of the Capgemini Group
who during the twelve (12) consecutive calendar months preceding my termination of employment from
my Employer has: (A) made or received a written proposal in which I participated or to which I had
access on behalf of any member of the Capgemini Group; or (B) made or received at least two (2) sales
visits in which I participated. In the case of an entity with multiple divisions, departments or business
units, Capgemini (or any entity or person(s) designated by it), in its sole discretion, shall determine
whether the entire entity or a specific division, department or business unit is a Customer based on the
nature of the relationship between the entity and the members of the Capgemini Group.

5. Non-Solicitation of Capgemini Employees. During the term of this Agreement, I will not, directly or
indirectly, solicit, recruit or hire any key employee or contractor of any member of the Capgemini Group
to work for any third party, seek in any manner to induce any such key employee or contractor to leave
his or her employment with any member of the Capgemini Group, or knowingly permit any business
organization which is directly or indirectly controlled by me to solicit, recruit or hire any key employee or
contractor of any member of the Capgemini Group. Further, I will not engage in any activity that would
cause any such key employee or contractor to violate any agreement with any member of the
Capgemini Group. 'Key employee or contractor' shall mean: (i) any signatory to a restrictive and/or
non-solicitation covenant with any member of the Capgemini Group; (ii) any professional employee
(including computer professionals) or contractor; (iii) any senior administrator; and (iv) any other
employee or contractor who has a written employment agreement with any member of the Capgemini
Group.

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6. Prior Agreements. I hereby represent that, except as I have disclosed in writing to my Employer and
attached hereto as Exhibit ___, I am not a party to, or bound by the terms of, any agreement with any
previous employer or other party which would materially restrict or impair my ability to carry out the
duties of my employment with my Employer by requiring me to refrain from using or disclosing any trade
secret or confidential or proprietary information in the course of my employment with my Employer or
from competing, directly or indirectly, with the business of such previous employer or any other party. I
further represent that my performance of all the terms of this Agreement and as an employee of my
Employer does not and will not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by me in confidence or in trust prior to my employment with my Employer
and that I will not disclose to any member of the Capgemini Group (or to any of its employees or agents)
or induce any such member (or any of its employees or agents) to use any confidential or proprietary
information or material belonging to any previous employer or to others. I hereby authorize Capgemini
(or any entity or person(s) designated by it) to notify my new employer about my rights and obligations
under this Agreement following the termination of my employment with my Employer.

7. Company Authorization for Publication. Prior to my submitting or disclosing for possible publication or
dissemination outside the Capgemini Group any material/invention prepared by me that incorporates
information that concerns Capgemini's business or anticipated research, I agree to deliver a copy of
such material to Capgemini, for its review. Within twenty (20) days following such submission,
Capgemini agrees to notify me in writing whether Capgemini believes such material contains any
information/ inventions/Developments etc. owned by Capgemini or any member of the Capgemini Group,
and I agree to make such deletions and revisions as are reasonably requested by Capgemini to protect
its property. I further agree to obtain the written consent of Capgemini prior to any review of such
material by persons outside the Capgemini Group.

8. Remedies. I agree that the breach of this Agreement by me will cause irreparable damage to the
Capgemini Group and that in the event of such breach Capgemini (or any entity or person(s) designated
by it) shall have, in addition to any and all remedies of law, the right to an injunction, specific
performance or other equitable relief to prevent the violation of my obligations hereunder. Nothing
contained in this Agreement shall be construed as prohibiting Capgemini or its designees from pursuing
any other remedy available for such breach or threatened breach. The prevailing party in any litigation
arising under this Agreement shall be entitled to recover his or its reasonable attorneys' fees and
expenses in addition to all other available remedies.

9. Employment Status. I understand that this Agreement does not create an obligation on any member
of the Capgemini Group or any other person or entity to continue my employment.

10. Modifications. Any amendment to or modification of this Agreement, and any waiver of any provision
hereof, shall be in writing. Any waiver by Capgemini of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach hereof.

11. Severability. Each provision herein shall be treated as a separate and independent clause. Further,
the unenforceability of any one provision shall in no way impair the enforceability of any other provision of
this Agreement, and any provision of this Agreement which is unenforceable in any jurisdiction shall not
render unenforceable such provision in any other jurisdiction. Moreover, if one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad as to duration, scope,
subject or activity so as to be unenforceable at law, such provision(s) shall be construed by the
appropriate judicial body by limiting and reducing it (them), so as to be enforceable to the maximum
extent compatible with the applicable law as it shall then appear.

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12. Survival of Rights and Obligations. The provisions of Sections 2, 3, 5, 6, 7, 10, 11, 12 and 13
shall survive any termination of this Agreement.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of India, and no action involving this Agreement may be brought except in the courts of Pune. My
Employer and I hereby consent to the personal jurisdiction of such courts with respect to all actions
relating to this Agreement. Notwithstanding the foregoing, Capgemini (or any entity or person(s)
designated by it) may bring an action for injunctive relief in any court of competent jurisdiction.

14. Right of Assignment. I acknowledge and agree that I shall not assign this Agreement, or any
right or obligation hereunder, to any third party. Capgemini and my Employer shall have the right to
assign this Agreement.

In witness whereof, I have executed this Employee Non-Disclosure, Development and Non-Solicitation
Agreement as of date set forth below.

S I G N A T U R E CAPGEMINI INDIA PRIVATE LIMITED

______________________________
Date: ______________________________ By:______________________________
N a m e :
Name, KIN and Address - Please print below: Title:
______________________________________
______________________________________
______________________________________

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 ANNEXURE VIII
Mumbai
Capgemini India
SEP2-B3, Godrej Industries Complex
Eastern Express Highway
Vikhroli (E), Mumbai 400079
Telephone: +91 22 6755 7000
Fax: 91 22 6755 7100

Pune
Capgemini India
A-1, Technology Park, MIDC
Talwade, Pune - 412 114, India
Phone: 91 20 2760 1000
Fax: 91 20 2760 1002 / 2760 1003

Hyderabad
Capgemini India
Plot No 1, IT Park,
115/32&35 Nanakramguda,
Gachibowli Hyderabad 500032
Telephone: +91 040 2312 6000
Fax: +91 040 2312 6002

Chennai
Capgemini India Pvt. Ltd.,
Plot No TP 4/1 4th Avenue,
Techno Park SEZ,
Mahindra World City, Chengalpet,
Kancheepuram - 603002
Tel: +044 6633 1000
Fax: +044 6633 1002

Capgemini Bangalore
Capgemini India Pvt. Ltd.
Priteck Park, Block 6B,
Primal Project Pvt. Ltd., SEZ,
Bellandur Village, Varthur Hobli,
Bangalore East Taluk,
Bangalore Urban District,
Bangalore ? 560 103.

Capgemini Kolkata
Capgemini India
Asyst Park, GN 37/1, Sector 5,
Salt Lake Electronic City, Kolkata - 700 091
Telephone: +91 33 6610 2400
Fax: +91 33 2357 2889

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Capgemini Gurgaon(Spaze IT Park)
Capgemini India
Spaze IT Park,6th Floor,
Tower B,Sector 49,
Gurgaon Sohna Road, Gurgaon

Capgemini Gurgaon(Cybercity)
Capgemini India
9th Floor,10-B,
Cybercity, DLF phase II, Gurgaon-122002

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