Cognizant For CTS Office Use Only

Revised 312014

Exhibit B

CONSULTANT AGREEMENT

This Consultant Agreement (the " Consultant Agreement"), dated as of (the "Effective
Date"), is by and between Cognizant Technology Solutions U.S. Corporation, a Delaware corporation
with its principal office at 211 Quality Circle, College Station, TX 77845 ("Cognizant"), and _[name
of consultant], with an address at (the "Consultant").

In consideration of the mutual promises and covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and
Cognizant agree as follows:

1. Engagement/Term. Cognizant, in accordance with the terms of the Agency Agreement (the
"Agency Agreement"), dated Feb 15, 2008 by and between Cognizant and Next Level Business
Services Inc. (The "Agency"), hereby engages the Consultant, acting as an independent
contractor, to provide certain consulting and other technology related services, more
specifically identified in a purchase order (each a "Purchase Order") and/or to assist in the
creation of certain work as set forth in a Purchase Order or otherwise instructed by Cognizant
(the "Services"). The term ("Term") of this Consultant Agreement shall commence on the
Effective Date and shall continue until all Purchase Orders under which Consultant is providing
Services have terminated.

2. Compensation. In full consideration of all Services rendered by the Consultant and for all rights
granted or relinquished by the Consultant under this Agreement, Cognizant shall pay certain
fees to Agency in accordance with the terms of the Agency Agreement, and Agency shall pay
the Consultant pursuant to an existing agreement between Agency and the Consultant.
Consultant shall accurately track time worked on any project in the manner directed by
Cognizant or Agency, including entering time into Cognizant's timesheet system, once
implemented, on a bi-monthly basis (on the 15th and last day of each month) or as otherwise
instructed by Cognizant or Agency. All taxes, withholding and the like on any and all amounts
paid under this Agreement, as between Cognizant and Consultant, shall be the responsibility of
the Consultant and Consultant agrees to indemnify, defend and hold harmless Cognizant, its
affiliates, successors, assigns, agents, employees, officers and directors from and against any
and all claims, actions, damages, liabilities, costs and expenses, including reasonable
attorneys' fees and expenses, arising out of or in connection with any such taxes, withholding
and the like, including any judgments or fines.

3. Non-Solicitation/Non-Compete. During the Term of this Consultant Agreement and for one (1)
year thereafter, Consultant will not directly or indirectly:

(a) Compete with Cognizant by soliciting or accepting any engagement with a Project Specific
Cognizant Customer (as defined below) other than through Cognizant.

(b) Hire or assist in soliciting or hiring, any employee or consultant working for Cognizant (or any
Cognizant affiliate) or cause any such employee or consultant to leave the services of
Cognizant or assist such employee or consultant to take up employment with a Project Specific
Cognizant Customer, a competitor of Cognizant or any other entity or person.
 "Project Specific Cognizant Customer" shall mean any person or entity to which Consultant
would be introduced to or would be reporting to, directly or indirectly, for purposes of an
assignment hereunder.

In the event of an actual or threatened breach by Consultant of any of the provisions of this
Section 3, Consultant agrees that Cognizant's remedy at law will be inadequate, and
accordingly, Cognizant shall be entitled to injunctive relief in any action or proceeding brought
to enforce the terms of this Section 3.

4. Cognizant Property. The Consultant hereby covenants and agrees that Cognizant shall own all
right, title and interest in and to the Work Product created by the Consultant for Cognizant,
including all additions to, deletions from, alterations or revisions of the Work Product, and all
drafts, notes, source and object code, concepts, ideas, suggestions, approaches related
thereto or contained therein, and all other documentation and materials developed or
furnished by the Consultant, and each element and part thereof (collectively, for purposes of
this Consultant Agreement, the "Cognizant Property'").

5. Works Made for Hire. Without limiting the foregoing, the Consultant hereby acknowledges that
the Consultant's work and services hereunder and all results and proceeds thereof, including,
without limitation, the Cognizant Property and the Work Product, are works done under
Cognizant's direction and control and that all such services, results and proceeds shall be
considered works made for hire. As between the Consultant and Cognizant, Cognizant shall be
considered the author of the Cognizant Property and the Work Product for all purposes and the
sole and exclusive owner of all of the rights comprised in the copyright and of all possible
copyright registrations, patents, trademarks, and of all applications for or renewals of any of
the foregoing, and of any other intangible intellectual property embodied in the Cognizant
Property and the Work Product.

6. Further Grants. To the extent such rights do not vest in Cognizant as a '"work made for hire'" in
any aspect of the Work Product or the Cognizant Property, the Consultant further grants and
assigns and transfers to Cognizant all of the Consultant's right, title, and interest in and to the
Work Product and the Cognizant Property, and all material contained therein or prepared
therefore and the results and proceeds thereof, including, but not limited to, the copyright, all
possible copyright registrations, patents, trademarks, all possible applications for or renewals
of any of the foregoing, and any and all other intangible, intellectual property embodied in the
Work Product and the Cognizant Property. Cognizant shall have the sole and exclusive right
throughout the world in all languages and in perpetuity to use and exploit all or any part of the
Cognizant Property and the Work Product and all or any part of any material contained therein
or prepared therefore, whether or not used therein, in any format or version, by any means
and in any media, whether now known or hereafter developed.

7. Claims. Without limiting the foregoing, the Consultant hereby waives any and all claims that
the Consultant may now or hereafter have in any jurisdiction to so-called '"moral rights'" or
rights of '"droit moral'" with respect to the Cognizant Property, the Work Product, and all results
and proceeds of the Consultant's services hereunder.

8. Further Instruments. The Consultant shall execute such further instruments and take such
further actions as Cognizant may request to establish, maintain or protect its rights in and
ownership of the Cognizant Property and the Work Product. In the event Cognizant is unable
for any reason, after reasonable effort to secure the Consultant's signature on any document
needed in connection with the actions specified in this section the Consultant hereby
irrevocably designates and appoints Cognizant and its duly authorized officers and agents as
the Consultant's agent and attorney in fact, to act for and in the Consultant's behalf to
execute, verify, and file any such documents and to do all other lawfully permitted acts to
further the purposes of this Consultant Agreement with the same legal force and effect as if
executed by the Consultant. The Consultant hereby waives and quitclaims to Cognizant any
 and all claims, of any nature whatsoever, that the Consultant now or may hereafter have for
infringement of any rights assigned hereunder to Cognizant.

9. Confidentiality. In connection with the performance of services for Cognizant, it is understood

that Cognizant may disclose to Consultant, or Consultant may have access to Cognizant's or its
customer's Confidential Information (as hereinafter defined). Consultant shall (i) hold the
Confidential Information in trust and confidence and avoid the disclosure or release thereof to
any other person or entity by using at least a reasonable standard of care and in accordance
with applicable law and (ii) not use the Confidential.lnformation for any purpose whatsoever
, except as expressly contemplated under this Consultant Agreement or any Purchase Order.
Without Cognizant's prior written approval, Consultant shall not disclose the Confidential
Information to any party other than those Cognizant employees (or employees of Cognizant's
affiliates) or other Consultants working on the same project pursuant to a Purchase Order
having a need to know such Confidential Information to perform the Services. Consultant shall
sign any and all confidentiality agreements requested by Cognizant and/or Cognizant's
customers in connection with the Services provided pursuant to any Purchase Order hereunder.
All materials furnished to Consultant by Cognizant or its customers shall be considered
Confidential Information, shall remain the property of Cognizant or the customer and shall be
returned to Cognizant or the customer promptly upon the termination of this Consultant
Agreement or at Cognizant's earlier request. Consultant shall not copy, reproduce or
appropriate for its benefit or the benefit of any third party, any of the Confidential
Information. "Confidential Information" shall mean any and all information or proprietary
materials (in every form and media) of Cognizant and its affiliated companies and customers
and their respective licensees, customers or other third parties who have entrusted information
or other materials to them not generally known in the relevant trade or industry and which has
been or is hereafter disclosed or made available to, or otherwise acquired or observed by
Consultant in connection with the activities contemplated hereunder, whether or not
developed by Consultant and whether communicated in writing, orally, electronically,
photographically, or in recorded or any other form, including, but not limited to, any and all
software programs, code, documentation, derivative works, products and other results of the
services performed by Consultant, including under any Purchase Order (collectively, the "Work
Product"), all trade secrets, sales and operating information, existing and potential products,
services, business and marketing plans and strategies, financial information, cost and pricing
information, customer lists, personal or other data, personnel information, including any
personally identifiable information relating to the customers of Cognizant or its customers,
media, know-how, designs, drawings, specifications, source codes, technical information and
data, technology, concepts, reports, methods, processes, techniques, operations, devices,
confidential information disclosed to Consultant by Cognizant, including Cognizant's
customers, and the like, whether or not the foregoing information is patented, tested, reduced
to practice, or subject to copyright. Consultant acknowledges and agrees that the Confidential
Information constitutes valuable trade secrets of Cognizant. Consultant's obligations under
this Section 9 will continue for each item of Confidential Information until such time as
Consultant can show that such item of Confidential Information (i) is or becomes publicly
available other than as a result of any act or failure to act by Consultant or Agency; (ii) was
known to Consultant, without an obligation to keep it confidential, prior to Consultant's
receipt of such item of Confidential Information from Cognizant or Cognizant's customer; or
(iii) has legally and properly been received by Consultant from a person other than Cognizant
or Cognizant's customer, through no breach of any agreement with Cognizant and without an
obligation to keep it confidential. Consultant may disclose Confidential Information as
required to comply with binding orders of governmental entities that have jurisdiction over it;
provided that Consultant (a) gives Cognizant reasonable written notice to allow Cognizant to
seek a protective order or other appropriate remedy, (b) discloses only such Confidential
Information as is required by the governmental entity, and (c) uses commercially reasonable
efforts to obtain confidential treatment for any Confidential Information so disclosed.

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10. Independent Contractor. The Consultant is an independent contractor and not an employee of
Cognizant, and the Consultant is not the legal representative or agent of, nor does the Consultant
have the power to obligate, Cognizant for any purpose whatsoever. The scope of the
Consultant's engagement hereunder does not include any supervisory responsibilities with respect
to Cognizant personnel. The Consultant expressly acknowledge that the relationship intended to
be created by this Consultant Agreement is a business relationship based entirely on and
circumscribed by the express provisions of this Consultant Agreement and that no partnership,
joint venture, agency, fiduciary or employment relationship is intended or created by reason of
. this Consultant Agreement. Cognizant shall carry no worker's compensation insurance or any
health or accident insurance to cover the Consultant. Cognizant shall not pay contributions to
social security, unemployment insurance, federal or state withholding taxes, nor provide any
other contributions or benefits which might be expected in an employer-employee relationship.

11. Entire Agreement; Amendment; Waiver; Invalidity. This Consultant Agreement, together with
any schedules and exhibits attached hereto and made a part hereof, constitutes the entire
agreement between the parties as to the subject matter hereof, and shall supersede all prior
understandings, letters, agreements, contracts and other documents. This Consultant
Agreement may not be amended except by an instrument in writing signed on behalf of the
parties hereto. Either party hereto may extend the time for the performance of any of the
obligations or other acts of the other party hereto or waive compliance by the other party
hereto with any of the agreements or conditions contained herein; provided, that the waiver
by either party hereto of any condition or of a breach of any other provision of this Consultant
Agreement shall not operate or be construed as a waiver of any other condition or any other
provision or subsequent breach. The invalidity or unenforceability of any provision of this
Consultant Agreement shall not affect the validity or enforceability of any other provisions of
this Consultant Agreement, all of which shall remain in full force and effect.

12. Governing Law; Construction. This Consultant Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without giving effect to conflict of law
provisions. The construction and interpretation of this Consultant Agreement shall not be
strictly construed against the drafter.

13. Successors and Assigns; No Third Party Beneficiaries; Assignment. This Consultant Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, permitted assigns and legal representatives. Nothing in this Consultant Agreement
is intended to confer any rights or remedies on any person or entity that is not a party to this
Consultant Agreement. Neither this Consultant Agreement nor any right or obligation
hereunder may be assigned, transferred or delegated, voluntarily or by operation of law, by
either party hereto without the prior written consent of the other party hereto, and any
attempted assignment in violation of this sentence shall be void; provided, that no such
consent shall be necessary for such an assignment, transfer or delegation by either party to any
entity controlling it, controlled by it, or under common control with it, or to any entity that
succeeds to the Cognizant business by purchase, merger, consolidation or other corporate
transfer.

14. Code of Conduct. Consultant represents, warrants and covenants that he or she has received,
read and understood Cognizant's Core Values and Standards of Business Conduct, located at
http: I /www.cognizant.com/OurApproach/CodeofEthics.pdf and incorporated herein by
reference. Consultant shall abide by Cognizant's Core Values and Standards of Business
Conduct. Consultant agrees to sign the form set forth in Exhibit B-1 certifying as to the
foregoing matters prior to starting an assignment with Cognizant.

15. Counterparts. This Consultant Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may

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 consist of a number of copies hereof each signed by less than all, but together signed by all of
the parties hereto.
16. Headings. The headings and subheadings in this Consultant Agreement are for reference only,
and shall not affect the interpretation of this Consultant Agreement.

17. , Survival. Sections 3; 4; 5; 6; 7; 8; 9; 11; 12; and 13 as well as the indemnification obligation in
Section 2 shall survive termination hereof.

This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-
300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals
based on their status as protected veterans or individuals with disabilities, and prohibit
discrimination against all individuals based on their race, color, religion, sex, or national origin.
Moreover, these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without regard to race, color,
religion, sex, national origin, protected veteran status or disability.

[Signat~wing page]

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 IN WITNESS WHEREOF, this Consultant Agreement has been duly executed and delivered on
behalf of each of the parties hereto as of the date first above written.

COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION

By:
Name: Atish Mitra
Title: Sr. Director, Recruitment-NA

Name of Consultant: Kc\-C-.~0.. \)a,j\~Ll"6 ~

By: Kokila Paruchuri

-----~
 .. Cognizant For CTS Office Use Only
Revised 813111

Exhibit B-1

Certificate of Compliance

I hereby certify that I have received, read, understood and shall at all times while performing services
for or on behalf of Cognizant abide by Cognizant's Core Values and Standards of Business Conduct, a
copy of which is located at:

http: I lwww. cognizant. com I OurApproach I CodeofEthics. pdf

Kokila Paruchuri
[Name of Consultant]

By: Kok I (o... PoC1tA.c..htA.6'"(

Print Name: kaK ~(a_ PoJh.'l.chus',r
Date: 06/2-3/ £'2...015"

~-
 , Cognizant For CTS Office Use Only
Revised 813111

Exhibit C

Background Screenings

As a.contractor for Cognizant US Corporation, you are required to successfully complete and
pass a background check. Cognizant has partnered with HireRight (http:/ /www.hireright.com)
to complete background checks on our behalf. In accordance with this partnership, all
contractors will receive an email at their personal email address from HireRight. The email
will contain personalized login credentials requesting you to visit the HireRight website, and
complete an online application.

Mandatory screening for all U.S. contractors includes:

• Social Security Number verification;

• 7 year criminal screen; and
• In the event required by a Cognizant customer, additional background screens,
including but not limited to, education, employment, industry fraud databases,
sex offender registries, terrorist watch lists, credit checks and/or drug testing.

Additional Background Checks:

Additionally, over the course of your contract with Cognizant, you may be subject to
additional background checks & drug screening, depending on client requirements. When
joining a new project, you may receive an email in your Cognizant email account from
HireRight, requesting you complete an additional online application. Your project manager
will coordinate with Human Resources to coordinate any additional background checks which
may be required. If necessary, you may be requested to provide additional information for
background checks or drug testing.

If you have any question on the background check process, please contact
integration@cognizant.com. If you have any technical issues with the HireRight website,
please contact HireRight directly at 1-866-521-6995.

Kokila Paruchuri
[Name of Consultant]

By: }<ok;(o., tllvtt.t.-c.hk.o 1~

Print Name: ~-(Ot ~~t-t.-6~
Date: o & ) 2..._3) CZ..Ol ~
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