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Exhibit
10.1
COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION
SEVERANCE AND NONCOMPETITION
AGREEMENT
In consideration of the
employment of the undersigned (“Employee”), Cognizant
Technology Solutions Corporation, including any of its affiliates
or direct or indirect subsidiaries (collectively, the
“Company”), and as a condition of continued Employment,
Employee agrees as follows:
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Ownership and Non-disclosure of Proprietary
Information: |
The Employee acknowledges that all
Proprietary Information, as defined below, is the exclusive
property of the Company or the party that disclosed or delivered
the same to the Company. Specifically, Employee agrees that all
Proprietary Information developed as a direct or indirect result of
Employee’s efforts during any period of employment with the
Company shall be and shall remain the exclusive property of the
Company, and the Employee shall have no ownership interest therein.
To the extent Employee may have any interest in such developed
Proprietary Information, Employee assigns such interest to the
Company.
To the extent a copyright may
be obtained in any Proprietary Information, (i) that copyright
shall be considered the property of the Company, (ii) the
Proprietary Information shall be “works made for hire”
under the Copyright Act of 1976 (the “Copyright Act”),
the copyright for those works shall be the sole property of the
Company and the Company shall be the sole author of such works
within the meaning of the Copyright Act, (iii) Employee hereby
assigns to the Company any of his rights to any such copyrightable
material and (iv) Employee expressly disclaims any and all
interest he may have in the works. In the event that the copyright
to any work may not be the property of the Company by operation of
law, Employee irrevocably assigns to the Company all right, title
and interest in the work, including all so-called “moral
rights.” If the moral rights cannot be assigned under the
laws of a country where such rights exist, Employee hereby waives
all of his moral rights and consents to any action of the Company
that would violate such rights in the absence of such
consent.
While employed by the Company
and for a period of three (3) years thereafter, Employee shall
not use or disclose any Proprietary Information, directly or
indirectly, except as authorized by the Company in connection with
Employee’s assigned duties. The foregoing notwithstanding,
Employee shall not at any time use or disclose, directly or
indirectly, any of the Proprietary Information constituting Trade
Secrets of the Company, as defined below, except as authorized by
the Company in connection with Employee’s assigned
duties.
“Proprietary
Information,” as referred to herein, includes all of the
following information and material, whether or not reduced to
writing and whether or not patentable, that Employee during any
period of employment with the Company has access to or develops in
whole or in part as a direct or indirect result of such employment
or through the use of any of the Company’s facilities or
resources:
(i) application, operating
system, communication and other computer software, including,
without limitation, all source and object code, flow charts,
algorithms, coding sheets, routines, sub-routines, compilers,
assemblers, design concepts and related documentation and
manuals;
(ii) production processes,
marketing techniques, purchasing information, fee lists, licensing
policies, quoting procedures, financial information, employee names
and job descriptions, customer and prospective customer names and
requirements, data and other information or material relating to
the manner in which any customer, prospective customer or the
Company does business;
(iii) discoveries, concepts
and ideas (including, but not limited to, the nature and results of
research and development activities), processes, formulae,
techniques, “know-how,” designs, drawings and
specifications;
(iv) any other information or
material relating to the business or activities of the Company
which is not generally known to others engaged in similar
businesses or activities;
(v) all inventions and ideas
which are derived from or relate to Employee’s access to or
knowledge of any of the information or material described herein;
and
(vi) any of the information
or material described herein which is the property of any other
person or firm which has revealed or delivered such information or
material to the Company pursuant to a contractual relationship with
the Company or otherwise in the course of the Company’s
business.
“Proprietary
Information” shall not include any information or material of
the type described herein to the extent that such information or
material is or becomes publicly known through no act on
Employee’s part. “Trade Secrets,” as referred
herein, include all of the information and material described in
paragraphs (i), (iii), (v) and (vi)&n
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