5th Floor, Building 5, IT/ITES SEZ, Plot no.
20 & 21, Sector 135, Noida-201304
Tel: 91-120-4743000
Fax: 91-120-4240948
www.telusdigital.com
te: January 15, 20
Confidential Information Agreement
By signing this Agreement, I agree as follows:
1. Acknowledgments and Definitions. Throughout the course of my employment with
TELUS DigitaI may receive, develop, learn or otherwise be exposed to sensitive,
personal, confidential, proprietary or critical information, including but not limited to:
(a) capital, marketing or business plans;
(b) budgets and strategies;
(c) customer/client (existing & prospective) information;
(d) marketing studies and strategies;
(e) financial information;
(f) projections;
(g) cost estimates;
(h) cost and pricing practices;
(i) personnel records and employee and contractor information;
(j) supplier and partner information
(k) trade secrets including products and services;
(l) minutes;
(m) data belonging to TD and entrusted to TD by external parties
(n) designs and specifications,
(o) discovery, invention, improvement
(p) source code, flow charts
(q) plans, ideas
(r) legal/regulatory affairs; and
(s) notes, analysis, compilation, studies or other materials prepared by me in the
course of employment with TD
whether all recorded or unrecorded (in whatever medium) possessed by TELUS Digital or
used in TELUS Digital’s business (collectively, the "Confidential Information").
It is essential to the success of TELUS Digital that I protect the confidence of: (a)
TELUS Digital, and (b) its clients, employees, contractors, consultants, suppliers,
partners or associates (collectively, the "Associates").
2. Confidentiality Covenant. During and after my employment with TELUS Digital I shall
not, other than for the purposes of my employment with TELUS Digital, disclose to any
person or entity any Confidential Information of TELUS Digital or its Associates and I shall
take all reasonable precautions to protect Confidential Information from such disclosure.
3. Exception. This Agreement shall not apply to any Confidential Information:
(a) upon it becoming publicly available other than as a result of disclosure in breach
of this Agreement or of any other Agreement of confidentiality with TELUS Digital,
provided however that where any part of such information is publicly available but a
compilation of information which includes such part is not publicly available, then
such compilation shall be kept secret and confidential as provided in this
Agreement;or
(b) which I can show was already lawfully in my possession prior to disclosure or was
received after the time of disclosure from a third party who did not require that it be
held in confidence and who did not acquire it, directly or indirectly, from TELUS
Digital under an obligation of confidence.
Classification – Confidential
Regd. Office: Xavient Software Solutions India Pvt.Ltd.
54, Noida Economic Zone,Phase II, Noida-201305
CIN: U72900UP2006PTC032292
5th Floor, Building 5, IT/ITES SEZ, Plot no. 20 & 21, Sector 135, Noida-201304
Tel: 91-120-4743000
Fax: 91-120-4240948
www.telusdigital.com
4. Classification. I have read and gone through the TELUS Digital applicable policies with
respect to classifications and protection of Confidential Information according to TELUS
Digital’s security classifications and I agree to abide by the same.
5. Required Disclosure. If requested by any court, tribunal or governmental, regulatory
authority and required in any legal proceedings, to disclose any Confidential Information, I
shall promptly notify TELUS Digital of such request so as to permit TELUS Digital to seek a
protective order or take other appropriate action. I will also cooperate in TELUS Digital’s
efforts to obtain a protective order or other reasonable assurance that confidential treatment
will be afforded the Confidential Information.
6. Return of Materials. Upon the termination of my employment relationship or upon TELUS
Digital’s request, I shall promptly return to TELUS Digital all materials (in whatever medium)
containing or reflecting Confidential Information including any passwords or encryption keys.
7. Undertaking. I shall not, in the course of my employment with TELUS Digital, improperly
use or disclose any confidential information or proprietary information or trade secrets of any
former or concurrent employer or any other person or entity, nor shall I undertake any activity
which could result in the misappropriation of, improper use of or infringes upon the
intellectual property rights or otherwise of any former or concurrent employer or any other
person or entity.
8. Indemnification. I shall indemnify and hold harmless, TELUS Digital and it's all directors,
officers, employees, agents, concerned client & representatives, from and against any and
all losses, damages, costs and expenses (including without limitation attorney fees
and expenses) caused by or arising out of any breach under this Agreement.
9. Injunctive Relief. I acknowledge that a breach of any of the provisions in this Agreement
will cause irreparable harm to TELUS Digital, which harm cannot be adequately
compensable in money damages. Accordingly, I agree that, in addition to any other remedies
that may be available, TELUS Digital shall have the right to an immediate injunction
enjoining such breach or enforcing specific performance.
10. Other Obligations. The obligations set forth in this Agreement are in addition to, and not
in substitution for, any and all other obligations and duties which I may from time to time owe
to TELUS Digital whether at law, in equity, under the statute, under contract or otherwise.
11. Survive Termination. I acknowledge that the obligations set forth in this Agreement
shall survive the termination of my employment relationship with TELUS Digital for any
reason (including by resignation or frustration) and whether TELUS Digital provides me any
required reasonable or other notice of termination, provided that this Agreement will not
prevent me from seeking appropriate severance compensation in lieu of reasonable notice
of termination.
12. Severability. I acknowledge and agree that the invalidity or unenforceability of any
particular provision of this Agreement will not affect any other provision and this Agreement
will be construed as though such invalid or unenforceable provision were omitted.
Classification – Confidential
Regd. Office: Xavient Software Solutions India Pvt.Ltd.
54, Noida Economic Zone,Phase II, Noida-201305
CIN: U72900UP2006PTC032292
5th Floor, Building 5, IT/ITES SEZ, Plot no. 20 & 21, Sector 135, Noida-201304
Tel: 91-120-4743000
Fax: 91-120-4240948
www.telusdigital.com
13. Assignment by TELUS Digital. TELUS Digital may assign this Agreement to any
successor to TELUS Digital and in the event of such an assignment the provisions of this
Agreement will inure to the benefit of, and be binding upon, each successor of TELUS
Digital, whether the successor arises by merger, consolidation or transfer of all or
substantially all of their assets. The successor to the business of TELUS Digital will be
entitled to enforce this Agreement as if it had been originally entered into between the
successor and me. I acknowledge and agree that I cannot assign my rights and interests
under this Agreement.
14. Language. The parties have expressly requested that this contract be drafted in the
English language.
15. Conflict. In case of any ambiguity or conflict between this Agreement or any other
Agreement entered by me with TELUS Digital, containing the same subject matter of this
Agreement, the terms of this Agreement shall prevail and supersede any such inconsistency,
conflict or ambiguity.
15. Definition. For the purpose of this Agreement, “TELUS Digital” shall mean, collectively
Xavient Software Solutions India Pvt. Ltd. and/or any firm, corporation, partnership,
association, trust or other corporate entity that controls, is controlled by, or is under common
control with TELUS Digital (Cda) Inc., and the successors and assigns of such entities.
16. Governing Law. This Agreement and its application and interpretation will be governed
exclusively by the laws of India applicable. Each party will submit to the exclusive jurisdiction
of Noida/Bengaluru.
10/21/25
READ AND SIGNED on ________________________
Hemant Kumar
_________________________ _____________________
Full Name Signature
Classification – Confidential
Regd. Office: Xavient Software Solutions India Pvt.Ltd.
54, Noida Economic Zone,Phase II, Noida-201305
CIN: U72900UP2006PTC032292
