India: ALL ROLES

Publicis Sapient (A division of TLG India Private Limited)

August 2020

India Confidentiality Agreement

In this Agreement, the terms “we,” “us,” and “our” refer to Publicis Sapient (A division of TLG India
Private Limited). The terms “you” and “your” refer to the individual who signs this Agreement. The term
“the parties” refers to both us and you.

Background
We are in the business of helping clients innovate their businesses to achieve extraordinary results
from their customer relationships, business operations, marketing and technology.
You are an individual in whom we have great confidence, and whom we entrust with
responsibilities to help our clients achieve these results.
From time to time, we may also entrust you with information — our own or our clients’ — that we
need you to protect.
Therefore, in consideration of the promises contained in this Agreement, the parties agree as follows.

Terms and Conditions

1 Your Employment
Your continued employment with us is contingent on your making the promises laid out in this
Agreement. We hope that your employment relationship with us will last and be rewarding for
you, for us and for our clients. Nothing in this Agreement is intended to bind us in an employment
relationship for a certain term. The term of your employment with us is the period during which we
employ you.
2 Protecting Confidential Information

2.1 Our Confidential Information Defined. Our ability to build a great company and help clients
succeed depends, in part, on our reputation and the information we possess (including, but not
limited to, information belonging to our clients that has been revealed to us and information
belonging to our parent company, Publicis Sapient, or any of our other affiliates) that gives us an
advantage over our competitors who lack this information. In this Agreement, we refer to this
information as our “Confidential Information.” We have gathered or developed our Confidential
Information by expending time, energy and resources. If our competitors were to learn our
Confidential Information, they would gain an unfair advantage over us in the
marketplace. If others were to learn our Confidential Information, it could jeopardize our
relationships with our clients, our reputation and the integrity and value of our company.
Our Confidential Information, therefore, includes any and all information and knowledge regarding
the business which you assimilate or to which you have access during your employment with us
(including, but not limited to, our proprietary methods and methodology, technical data, trade
secrets, know-how, research and development information, product plans, products and services;
our client lists, clients (including, but not limited to, our clients on whom you call or with whom you
become acquainted during the term of your employment), prospective clients (as identified from
time to time in our records) and client or prospective client information; our books and records,
corporate relationships, suppliers and markets; our computer software, computer software
development, inventions, processes, formulas, technology, designs, drawings, technical
information, source code, engineering information and hardware configuration information; our
information of a business nature (such as information regarding sales and marketing, costs,
pricing, finances, financial models and projections, billing or other similar information and

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 compensation information); information provided to us by our clients: and any information
provided to us by any other third party (including, without limitation, Publicis Sapient and our other
affiliates), which is subject to a duty of confidentiality).
Our Confidential Information also includes any and all information relating to matters which come
to your knowledge in the course of your employment with us and which, either by reason of the
information’s character or the manner in which the information comes to your knowledge, is
evidently confidential.
Notwithstanding the above, Confidential Information does not include information which is, or later
becomes, available to the general public by lawful means.
2.2 Protecting Our Confidential Information. Because you are a valued member of our team, we
entrust you with some of our Confidential Information. You promise to protect our Confidential
Information, and you promise that you will not share it with anyone, except as we direct. You also
promise that you will not use our Confidential Information for your own use, or for anyone else’s
use, except as we direct. This promise extends beyond the term of your employment with us, and
does not end unless we expressly release you from it in writing beforehand.
2.3 Our Clients’ Confidential Information. Our clients often share with us their confidential
information (that is, information they wish to keep secret from their competitors), which we or they
may share with you. When they do this, their information becomes part of our Confidential
Information, and you promise that you will: (a) protect it; (b) not share it with anyone (except as
we may direct); and (c) not use it for your own use, nor for anyone else’s use (except as we may
direct). This promise extends beyond the term of your employment with us, and does not end
unless we expresslyrelease you from it in writing beforehand.
2.4 Your Former Employers’ Confidential Information. In your previous jobs with other employers,
they may have entrusted you with their own confidential information. We have no desire to have
you violate their confidential information. Therefore, you promise that, during your employment
with us, you will not share your former employers’ confidential information with us or anyone else
beyond whom your former employers direct. By signing this Agreement, you assure us that
nothing in it conflicts with (or would cause you to violate) any nondisclosure agreement you have
signed with a previous employer of yours. If, during the course of your employment with us, you
come to learn of a conflict you have with a previous nondisclosure agreement, you will notify us
immediately.
3 Inventions and Other Things You Create.
We strive to hire creative people, and creative people often invent or create things, methods and
processes (“Creations”). This Agreement spells out who owns these Creations.
3.1 Creations You Own. We claim no ownership of anything you create or invent that:

(A) You develop entirely on your own time without using our equipment, supplies, facilities or
trade secrets; and
(B) Is not related to our business, marketing, research or development (or business,
marketing, research or development we can show that we anticipate doing); and
(C) Does not result from any work you did (or are doing) for us.
3.2 Creations We Own. Anything you create or invent during your employment with us that does not
fall under paragraph 3.1, or that is derived from our Confidential Information, will be considered
ours. You agree to assign any title or other rights in these Creations to us. You also agree that:
(a) these Creations will be deemed to be works created in the course of your employment or
within your responsibilities and duties for the purposes of any legislation that may apply; (b) you
will maintain adequate written records of these Creations; and (c) you will help us in all
reasonable ways (at our expense), both during and after your employment, in the acquisition,
protection and defense of our rights to these Creations.

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3.3 Waiver of Moral Rights. You hereby waive, unconditionally and irrevocably, all of your moral
rights and rights of a similar nature, including but not limited to those rights arising under the
Copyright Act, 1957, as amended from time to time, in respect of any work, including works or
Creations that may come into existence after the date hereof, in which copyright may subsist, that
are created by you during your employment, in each jurisdiction throughout the world, to the
extent that such rights may be waived in each respective jurisdiction. This waiver extends to any
and all acts of Publicis Sapient and its successors, assigns and licensees and acts of third
persons, which are performed with the authority of Publicis Sapient and its successors and
assigns. You further agree not to institute legal proceedings against the Publicis Sapient, its
servants, agents or employees with respect to these moral rights.
3.4 Your Previous Creations. Before you joined us, you may have invented or created things,
methods or processes on your own or for previous employers. We have no desire to take
ownership of these Creations. Therefore, to avoid any conflict over when you created something
and who owns it, you must list in Exhibit A all your previous Creations to which you assert
ownership. You need only include Creations that relate to our business, services or products.
4 Our Property
You promise to return our property at the termination of your employment with us, or at any time
that we ask you to do so. “Our property” includes both tangible and intangible things, such as
information (whether confidential or not) in whatever form you have it and any copies of such
property, which you may have in whatever form.
5 Assignment
We may assign our duties or interests under this Agreement to any parent, affiliate, successor or
subsidiary that we may have. You may not assign your duties or interests under this Agreement.
6 Miscellaneous Provisions

6.1 Entire Agreement; Modification. This Agreement contains all the terms and conditions agreed
on by the parties relating to the protection of our Confidential Information, unless you have signed
a Fair Competition Agreement, which may also include terms and conditions relevant to
confidentiality. Any previous agreements on this subject between the parties, except for the
Publicis Sapient Fair Competition Agreement (if you signed one) and any non-disclosure
agreement (if you signed one prior to joining Publicis Sapient), are replaced by this Agreement.
This Agreement can be modified or changed only by a written document signed by both parties.
6.2 Waiver. Any waiver of enforcement by us of any term or condition of this Agreement will be
effective only if in writing and signed by the Chief Executive Officer of Publicis Sapient
(specifically, Nigel Vaz or his future replacement in the CEO role). Our specific waiver, in any
particular instance, will not be considered a waiver of any earlier, concurrent or later breach of
that same (or another) term or condition.
6.3 Survival. This Agreement will remain in effect, regardless of any future changes to your job
responsibilities, title or compensation while employed by us, and regardless of the termination of
youremployment.
6.4 Counterparts. This Agreement may be executed in two counterparts, each of which is considered
an original.
6.5 Severability. If a court rules that any part of this Agreement is unenforceable, the parties agree
to have the court amend that part in the least way needed to make it enforceable. If the court
declines to amend the Agreement, then the parties agree that the unenforceable part will be
ignored and that the rest of the Agreement will continue in full force and effect.
6.6 Arbitration and Damages

6.6.1 Deletedintentionally
6.6.2 You agree that the damage, the cost and injury caused to us by your breach of any of the
terms/ conditions set forth herein will be severe. To compensate us for, including without
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 limitation, the loss of our credibility with our customers/ clients and in the business market
place, loss of our image and goodwill, loss of future opportunities, disruption in the existing
work/ business and opportunity costs, you agree to pay / indemnify us for the
actual loss suffered, pecuniary or otherwise, as computed by us for your breach.

6.7 Governing Law and Jurisdiction. This Agreement is governed by and must be
interpreted under the laws of India and only courts in Mumbai shall have jurisdiction.
6.8 Headings. All titles and headings are for reference purposes only and will not affect the
interpretation of this Agreement.

Publicis Sapient (A division of TLG India Private Limited)

Digitally signed by Kamal Karwal
DN: c=IN, o=TLG India Private Limited, ou=VP People Shared Services,

Kamal Karwal
2.5.4.20=61a809c183f7256d83790f8d4abf63c092d0333dc61d37aace370a91742d
b4f6, postalCode=400013, st=Maharashtra,
serialNumber=b56b992c6fcb074a4588b205ec71e4f51b08b63e9aa0e9bb707e10e
a19e1a929, cn=Kamal Karwal, l=Mumbai,
email=kamal.karwal@publicissapient.com
Date: 2020.11.24 14:03:55 +05'30'
Adobe Acrobat version: 2020.012.20043

By: Kamal Karwal

Vice President, People Shared Services, Publicis Sapient
(A division of TLG India Private Limited)

INDIVIDUAL EMPLOYEE:
(Signed name) Tabreen Sultana
(Printed name)
Tabreen Sultana
Address:
#130 C block 4th, A cross Rashad Nagar AC Post,
Dated:

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 Exhibit A: Your Previous Creations

Creation Date Created Description

This list is complete as of today.

Date Your signature

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