GOLDENSOURCE INTELLECTUAL PROPERTY ASSIGNMENT, NON-COMPETE,

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

In consideration of my employment or consulting engagement by GoldenSource

International Private Limited and its successors and assigns (the “Company”) or my
continued employment or consulting engagement by the Company, and the payment to
me of the salary or other compensation that I shall receive during my employment or
consulting engagement, I agree as follows:

1. I acknowledge receipt of this agreement (the “Agreement”) and that I am

employed or engaged as a consultant, as applicable, by the Company to work on
behalf and with the Company, GoldenSource Holdings, Inc., GoldenSource
Corporation and their respective direct or indirect subsidiaries, if any (collectively
referenced herein as “GoldenSource”). As used in this Agreement, the term
“subsidiaries” includes any entity owned or controlled, directly or indirectly, by the
Company or GoldenSource.

2. Confidential information or material of GoldenSource is any information or

material: (a) generated or collected by or utilized in the operations of
GoldenSource that relates to the actual or anticipated business or research and
development of GoldenSource (including, without limitation, information with
respect to the customers, partners and agents of GoldenSource), (b) suggested
by or resulting from any task assigned to me or work performed by me for or on
behalf of GoldenSource and which has not been made available generally to the
public and (c) received by GoldenSource in confidence from third parties
(collectively referenced herein as “Confidential Information”).

I will not, without GoldenSource’s prior written permission, disclose to anyone

outside GoldenSource or use in any way other than on behalf of GoldenSource’s
business, either during or after my employment or consulting engagement, any
Confidential Information. I will use and disclose Confidential Information to
anyone inside GoldenSource only as may be necessary in the ordinary course of
performing my duties as an employee or consultant of GoldenSource. If my
employment or consulting engagement by the Company ends, I will promptly
return all property of GoldenSource in my possession, including all Confidential
Information and material that may contain Confidential Information, such as
drawings, notebooks, reports, analyses, spreadsheets, software, code and other
documents and materials, whether in hard copy, electronic or any other form or
medium.

3. I will not disclose to GoldenSource, use in its business, or cause it to use, any
information or material that is confidential information of others.

4. I will maintain the confidentiality of Confidential Information and will use such
Confidential Information solely for the business of GoldenSource and for no
other purpose.

5. I will not copy, reproduce or reduce to writing, sell, licence or any other way
appropriate for my own benefit any part of Confidential Information except such

Page 1 of 6 Employee_NDA_Dec_01, 2016_Ver_01

 use as may be reasonably necessary for the valid business purposes of
GoldenSource.

6. I will not use, reproduce, transform or store any Confidential Information in an

externally accessible computer or electronic information retrieval system or
transmit such in any form or by any means whatsoever outside its usual place of
business.

7. I will comply, and do all the things necessary for GoldenSource to comply with
the laws and regulations of all governments under which GoldenSource does
business, and with provisions of contracts between any such government or its
contractors and GoldenSource that relate to intellectual property or to the
safeguarding of information.

8. All right, title and interest in and to any idea, invention, design or a useful article
(whether the design is ornamental or otherwise), computer programs and related
documentation, and other works of authorship (all herein called “Developments”),
whether or not such Developments are patentable, copyrightable or susceptible
to other forms of protection, shall be held and owned solely by GoldenSource,
and where applicable, all Developments shall be considered works made for hire.
I shall mark all Developments with GoldenSource’s copyright or other proprietary
notice as directed by GoldenSource and shall take all actions deemed necessary
by GoldenSource to protect its rights therein. In the event that the Developments
shall be deemed not to constitute works made for hire, or in the event that I
should otherwise, by operation of law, be deemed to retain any rights to any
Developments, I hereby assign to GoldenSource my entire right, title and interest
in such Developments hereafter made or conceived solely or jointly by me, or
created wholly or in part by me, whether or not such Developments are
patentable, copyrightable or susceptible to other forms of protection, which
Developments (a) relate to the actual or anticipated business or research or
development of GoldenSource or (b) are suggested by or result from any task
assigned to me or work performed by me for or on behalf of GoldenSource for
the full period or periods of validity throughout the universe, including all renewals
and extensions provided by the law of any country.

In the case of any “other work of authorship,” such assignment shall be limited to
those works of authorship that meet both conditions (a) and (b) above.

The above provisions concerning assignment of Development apply only while I

am employed or engaged as a consultant by the Company in an executive,
managerial, product or technical planning, technical, research, programming or
engineering capacity (including development, product, manufacturing, systems,
applied science, and field engineering) on behalf of GoldenSource.

Excluded are any Developments that I cannot assign to GoldenSource because

of prior agreement with ___________________________________ which is
effective until ___________________________.

[Give name and date or write “none.”]

9. In connection with any of the Developments assigned by Paragraph 8: (a) I will

promptly disclose them to the Company’s management and (b) I will, on
GoldenSource’s request, promptly execute a specific assignment of all right, title

Page 2 of 6 Employee_NDA_Dec_01, 2016_Ver_01

 and interest to GoldenSource, and promptly do anything else reasonably
required or requested to enable GoldenSource to secure a patent, copyright or
other form of protection therefor in the United States and in other countries.

10. I agree that GoldenSource may apply for and receive a patent or patents,
trademark or trademarks, copyright or copyrights for Developments in its own
name. I agree that when requested, without charge to, but at the expense of
GoldenSource, to execute all patent applications including, but not limited to,
divisional applications, continuation applications, continued prosecution
applications, continuation-in-part applications, substitute applications, renewal
applications, reissue applications, reexaminations, all trademark registration and
all original copyright registration. I agree to execute all rightful oaths,
assignments, powers of attorney, and other papers relating to patent
applications, trademark registration and copyright registration. I agree to
communicate all facts known to me relating to said Developments and the history
thereof. In addition, I agree to generally assist GoldenSource in securing and
maintaining proper patent protection, trademark protection and copyright
protection.

11. GoldenSource and its licensees (direct and indirect) are not required to attribute
to me authorship of any design, computer program or related documentation, or
other work of authorship assigned pursuant to Paragraph 8 when distributed
publicly or otherwise, nor to make any distribution not to forbear from any
modifications. I waive and release, absolutely and irrevocably, to the extent
permitted by law, all my rights to the foregoing. I waive and release absolutely
and irrevocably any and all so-called moral rights under Section 57 of the Indian
Copyright Act, 1957, as subsequently amended or constituted, and any other
applicable law, and all other similar rights I may have in Developments, however
denominated, throughout the world. To the extent I am not able to waive such
moral rights, I agrees not to assert them and not to make any claims against
GoldenSource and its licensees based on moral or like rights. Without limiting
the generality of any other provision of this Paragraph 11, I hereby authorize
GoldenSource and each of its licensees (and their respective successors and
assigns) to make any desired changes to any part of any Development, to
combine it with other materials in any manner desired and to withhold my identity
in connection with any distribution or use thereof alone or in combination with
other materials.

12. I have identified below all Developments not assigned by Paragraph 8 in which I
have any right, title or interest, and which were previously made or conceived
solely or jointly by me, or written wholly or in part by me, but neither published
nor filed in any patent office.

If I do not have any to identify, I have written “none” on this line______________.

[It is in your interest to establish that any of the above were made,
conceived or written before your employment or consulting engagement
by the Company. You should not disclose them in detail, but identify
them only by the titles and dates of documents describing them. If you
wish to interest GoldenSource in any of them, you may contact your
manager, who will provide you with instructions for submitting them to
GoldenSource.]

Page 3 of 6 Employee_NDA_Dec_01, 2016_Ver_01

 The Developments not covered by Paragraph 8, in which I have any right, title or
interest, and which were previously conceived or written either wholly or in part
by me, but neither published nor filed in any patent office are as follows:

Title of Document Date of Document Name of Witness on Document

______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________

[If you have entered “none” above in this Paragraph 11, do not fill in this
section.]

13. I will immediately on the written request of GoldenSource return all documents
and materials containing Confidential Information or, if so required at the written
request of GoldenSource, I shall immediately destroy all materials containing
Confidential Information in my possession or under my custody or control and
shall in addition immediately remove any Confidential Information stored within
any computer or word processing system and certify in writing to GoldenSource
that all such material has been destroyed.

14. During my employment with GoldenSource (including any applicable notice

period prior to any termination thereof), and for 12 (twelve) months thereafter, I
agree that I will neither Compete with the GoldenSource nor engage in any
Interfering Activities, nor will I take any steps in anticipation of Competing with
the GoldenSource or engaging in Interfering Activities.

“Compete” or “Competing” means to, directly or indirectly, on one’s own behalf or

on behalf of any other person or entity, in any way, whether as an individual
proprietor, partner, stockholder, officer, employee, consultant, agent, director,
joint venturer, investor, or in any other capacity, own, operate, manage, control,
engage in, participate in, invest in, permit one’s name to be used by, act as a
consultant or advisor to, render services for (alone or in association with any
person, firm, corporation, or business organization), or otherwise assist any
person or entity that engages in or owns, invests in, operates, manages, or
controls any venture or enterprise that, anywhere offers or plans to offer
competing products and services with those offered by the GoldenSource (e.g.,
any entities that provide enterprise data management software to the financial
services industry) including, but not limited to, SunGard – Data Management
Unit(s), CoreOne, Symphony, Aim, SMARTCO, Xenomorph Software Ltd., Smart
Stream, Markit EDM (formerly Cadis), Asset Control, Eagle Investment Systems,
Informatica (including Siperian unit), First Derivatives, Bloomberg PolarLake,
Kingland Systems, Fenergo, Alacra, BlackRock Solutions, Broadridge (including
Paladyne) and the enterprise data management (EDM) business divisions,
departments, or business units of WiPro, Cognizant, iGate and other similar
business processing outsourcing (BPO) or consulting firms , as well as any
successor to said companies, or any successor entity of any of the foregoing.

“Interfering Activities” means to, directly or indirectly, on one’s own behalf or any
other person or entity, in any way (i) solicit, induce, or encourage the resignation
of any member, partner, employee, agent, or consultant of GoldenSource (ii)
solicit, induce or encourage any member, partner, employee, agent or consultant

Page 4 of 6 Employee_NDA_Dec_01, 2016_Ver_01

 of GoldenSource to join or perform services for anyone else, in any capacity, (iii)
interfere in any way with the relationship between the GoldenSource and any of
its respective members, partners, employees, agents, or consultants, (iv) hire or
attempt to hire or reach any agreement (oral or written) with respect to the
prospective hiring of any member, partner, employee, agent, or consultant of the
GoldenSource or any person or entity that was a member, partner, employee,
agent, or consultant within the six (6) month period immediately preceding the
hire or attempt to hire, (v) interfere, or attempt to interfere, with the relationship
between the GoldenSource and any of its actual or prospective clients or
customers, or (vi) solicit, or attempt to solicit, the business of, any actual or
prospective client or customer of the GoldenSource. It is further acknowledge
that this Agreement shall apply to clients or customers one originated or serviced
during his/her employment with GoldenSource, or about whom one is aware of
Confidential Information, but only where GoldenSource continues to provide
services in the geographical area where such client or customer does business.
This restriction is meant to protect GoldenSource from losing such clients or
customers to employee or consultant or directors or agent, who by virtue of one’s
employment or engagement with GoldenSource, maintained a relationship with
the clients and customers, gained knowledge about them, and/or become
familiar with the requirements of such clients and customers.

15. I understand and agree that the non-solicit, non – compete and non-disclosure
obligations herein are essence of my employment agreement with GoldenSource
and that the full and final settlement at the time of my relieving shall be subject to
no breach of non-solicit, non – compete and non-disclosure obligations in
addition to any other obligation under the employment agreement. I also
understand that at the time of my reliving from employment of the GoldenSource,
I would be required to give an undertaking cum indemnity that in compliance of
terms of this Agreement, I am not joining any customer of the GoldenSource for
a period of twelve (12) months immediately after the termination.

16. I understand and agree that in the event of violation of any covenants herein or
failure on my part to execute undertaking cum indemnity as required under
clause 15 above, the Company shall be entitled to retain my salary and any other
amount due to me, as the Company may deem fit, in addition to claiming
settlement of any losses, damages, expenses, claims, actions, costs, expenses
and liabilities, as suffered by GoldenSource.

17. No waiver by GoldenSource relating to any failure by me to perform any

provision of this Agreement shall operate or be construed as a waiver in respect
of any other or further failure by me whether of a like or different character. The
rights, powers and remedies provided in this Agreement are cumulative and not
exclusive of any rights, powers or remedies provided by law.

18. I will not assign any of the rights or obligations under this Agreement in whole or
in part.

19. This Agreement shall be binding upon myself, my heirs, executors, assigns and
administrators and inures to the benefit of Company and its successors and
assigns.

Page 5 of 6 Employee_NDA_Dec_01, 2016_Ver_01

20. With respect to the subject matter hereof, this Agreement (along with the Terms
and Conditions of my employment) is my entire agreement with GoldenSource,
and it supersedes (to the extent enforceable) all previous oral or written
communications, representations, understandings, undertakings, or agreements
by or with GoldenSource.

21. This Agreement shall be governed by and construed in accordance with the laws
of India and a competent court in Mumbai shall have exclusive jurisdiction for all
matters arising under this Agreement. I acknowledge and agree that I shall be
responsible for all legal fees and other expenses incurred by GoldenSource as a
result of a breach by me of this Agreement, including without limitation, the fees
and cost (including reasonable attorney fees) incurred by GoldenSource in
bringing action against me for breach of this Agreement or in defending any
claim or action brought by me. If any provision of this Agreement should be
found by a court of competent jurisdiction to be invalid or unenforceable, it shall
be deemed to be stricken from this Agreement and the other provisions of this
Agreement shall remain in full force and effect in accordance with their terms.

22. My obligations under this Agreement will survive termination of my employment

or consulting engagement.

Employee GoldenSource International Private Limited

(or Consultant, if applicable)

Signed: ___________________________ By: __________________________

____________________________ Name: Ritesh Advani

(Please Print Full Name)

Date: ___________________________ Title: VP- Human Resources

Date: ________________________

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