INFOSYS TECHNOLOGIES LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

April 2003
FOREWORD AND INFOSYS VALUES

Dear Infoscions,
Infosys has always followed the highest standards of corporate governance. We have set new
levels in transparency and integrity. Today, our challenge is to continue doing this.
Today every action of the company and its employees is the focus of public attention and we
need to reinforce our tradition of values. Our challenge is to continue maintaining this high standard,
even as we become a global company and work in multi-cultural environs.
To this end, we have adopted this code of business conduct and ethics to guide our
transactions with our colleagues, communities, customers, governments, investors, regulators and
society.
The essence of this code is based on the Infosys Core Values of C-LIFE Customer Delight,
Leadership by Example, Integrity and Transparency, Fairness and Pursuit of Excellence.
We ask you to read, understand, enforce and adhere to this Code, and also ensure that others
who work for you do the same.
Our reputation and ability to comply with all applicable laws depends on the integrity and
upright behavior of each one of us and your pledge to continue to adhere to this code will help us to
be Powered by Intellect and Driven by Values.
Sincerely,

N. R. Narayana Murthy
Chairman and Chief Mentor
April, 2003
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INFOSYS TECHNOLOGIES LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS

I. INTRODUCTION
This Code of Business Conduct and Ethics helps ensure compliance with legal requirements
and our standards of business conduct. All Company employees and trainees are expected to read
and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day
activities, comply with all applicable policies and procedures, and ensure that all agents and
contractors are aware of, understand and adhere to these standards.
Because the principles described in this Code of Business Conduct and Ethics are general in
nature, you should also review all applicable Company policies and procedures and the Employee
Handbook, when adopted for your location for more specific instruction. You can also contact the
Human Resources Department or Legal Department if you have any questions.
Nothing in this Code of Business Conduct and Ethics, in any company policies and
procedures or in other related communications (verbal or written) shall constitute and shall not be
construed to constitute a contract of employment for a definite term or a guarantee of confirmed
employment.
We are committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code of Business Conduct and Ethics is subject to modification. This Code of
Business Conduct and Ethics supersedes all other such codes, policies, procedures, instructions,
practices, rules or written or verbal representations to the extent they are inconsistent. The Company
may update the code from time to time.
Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics
and return the form to the Human Resources Department indicating that you have received, read,
understand and agree to comply with the Code of Business Conduct and Ethics. The signed
acknowledgment form will be located in your personnel file. Each year as part of your annual
review you will be asked to sign an acknowledgment indicating your continued understanding of the
Code of Business Conduct and Ethics.




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II. COMPLIANCE IS EVERYONE'S BUSINESS
Ethical business conduct is critical to our business. As an employee, your responsibility is to
respect and adhere to these practices. Many of these practices reflect legal or regulatory
requirements. Violations of these laws and regulations can create significant liability for you, the
Company, its directors, officers, and other employees.
Part of your job and ethical responsibility is to help enforce this Code of Business Conduct
and Ethics. You should be alert to possible violations and report possible violations to the Human
Resources Department or the Legal Department. You must cooperate in any internal or external
investigations of possible violations. Reprisal, threats, retribution or retaliation against any person
who has in good faith reported a violation or a suspected violation of law, this Code of Business
Conduct or other Company policies, or against any person who is assisting in any investigation or
process with respect to such a violation, is prohibited.
Violations of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures should be reported to the Human Resources Department or the Legal Department.
If you find or have concerns related to questionable accounting, accounting controls, auditing
matters, OR reporting of fraudulent financial information to our shareholders, government or the
financial markets, OR of Grave Misconduct i.e., conduct which results in a violation of law by the
Company or in a substantial mismanagement of company resources and if proven constitutes a
criminal offence or reasonable grounds for dismissal of the person engaging in such conduct, OR
conduct which is otherwise in violation of any law or the Companys policies, you should promptly
contact any of the following, in accordance with the companys whistleblower policy:
Corporate Counsel;
Your Immediate Supervisor;
You may also report your concerns anonymously by e-mailing the Companys e-mail id for this
purpose at whistleblower@infosys.com or by sending an anonymous letter to the Corporate Counsel.
If you have reason to believe that both of those individuals are involved in these matters, you should
report those facts to the Audit Committee of the Companys Board of Directors.
For more details, you should read the Companys whistleblower policy.
Violations of law, this Code of Business Conduct and Ethics or other Company policies or
procedures by Company employees can lead to disciplinary action up to and including termination.
In all cases, if you are unsure about the appropriateness of an event or action, please seek
assistance in interpreting the requirements of these practices by contacting the Human Resource
Department or Legal Department.

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III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS
STOCKHOLDERS
A. General Standards of Conduct
The Company expects all employees, agents and contractors to exercise good judgment to
ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative,
efficient, positive, harmonious and productive work environment and business organization. These
standards apply while working on our premises, at offsite locations where our business is being
conducted, at Company-sponsored business and social events, or at any other place where you are a
representative of the Company. In addition, on client locations, you may be required to adhere to the
Clients code of conduct as well. Employees, agents or contractors who engage in misconduct or
whose performance is unsatisfactory may be subject to corrective action, up to and including
termination. You should review our employment handbook (soon to be adopted), and Sparsh our
company wide intranet, for more detailed information.
A1. Workplace free of Harassment
The Company is committed to providing a work environment free of unlawful harassment.
Company policy prohibits sexual harassment and harassment based on pregnancy, childbirth or
related medical conditions, race, religious creed, color, national origin or ancestry, physical or
mental disability, medical condition, marital status, age, sexual orientation, or any other basis
protected by federal, state, or local law or ordinance or regulation. All such harassment is unlawful.
The Companys anti-harassment policy applies to all persons involved in the operation of the
Company and prohibits unlawful harassment by any employee of the Company towards other
Infosys employees including supervisors, outside vendors, clients,. It also prohibits unlawful
harassment based on the perception that anyone has any of those characteristics, or is associated with
a person who has or is perceived as having any of those characteristics.

If you believe that you have been unlawfully harassed, submit a complaint to your own or
any other company supervisor. In addition, if you believe you have been sexually harassed, you can
submit a complaint to the Grievance Redress Body of the Company.
If you have any questions relating to what constitutes discrimination or harassment, or if you
have any other questions or concerns pertaining to discrimination or harassment, contact the Human
Resources Department.



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A2. Drug and Alcohol Abuse
To meet our responsibilities to employees, customers and investors, the Company must
maintain a healthy and productive work environment. Misusing controlled substances, or selling,
manufacturing, distributing, possessing, using or being under the influence of illegal drugs and
alcohol on the job is absolutely prohibited.
A3. Safety in Workplace
The safety of people in the Workplace is a primary concern of the Company. Each of us must
comply with all applicable health and safety policies. We maintain compliance with all local laws to
help maintain secure and healthy work surroundings. Questions about these laws and guidelines
should be directed to the Human Resources Department.
A4. Dress Code and other personal standards
Because each of us is a representative of the Company in the eyes of the public, we must
report to work properly groomed and wearing appropriate clothing. Employees are expected to dress
neatly and in a manner consistent with the nature of the work performed. Please follow the
Companys Dress code in this regard
When visiting or working on a client site, employees will adhere to the dress standards
maintained at that particular customer site.
A5. Expense Claims
All business related expense claims must be authorized by the manager of the employee
before the incurrence. The reimbursement of expense incurred must be claimed within 30 days of
incurring the expenditure. Expense claims post the expiry of 30 days will be deemed to be
unauthorized.
Personal expense will not be reimbursed by the company. To know the individual business
expenditure limit employees should contact the Human Resources Department.
B. Applicable Laws
All Company employees, agents and contractors must comply with all applicable laws,
regulations, rules and regulatory orders. Each employee, agent and contractor must acquire
appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or
her to recognize potential dangers and to know when to seek advice from the Legal Department on
specific Company policies and procedures. Violations of laws, regulations, rules and orders may
subject the employee, agent or contractor to individual criminal or civil liability, as well as to
discipline by the Company. Such individual violations may also subject the Company to civil or
criminal liability or the loss of business.

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C. Conflicts of Interest
Each of us has a responsibility to the Company, our stockholders and each other. Although
this duty does not prevent us from engaging in personal transactions and investments, it does
demand that we avoid situations where a conflict of interest might occur or appear to occur. The
Company is subject to scrutiny from many different individuals and organizations. We should
always strive to avoid even the appearance of impropriety.
All employees must avoid situations involving actual or potential conflict of interest.
Personal or romantic involvement with a competitor, supplier, or subordinate employee of the
company, which impairs an employee's ability to exercise good judgment on behalf of the Company,
creates an actual or potential conflict of interest. Supervisor-subordinate romantic or personal
relationships also can lead to supervisory problems, possible claims of sexual harassment, and
morale problems.
An employee involved in any of the types of relationships or situations described in this
policy should immediately and fully disclose the relevant circumstances to his or her immediate
supervisor, or any other appropriate supervisor, for a determination about whether a potential or
actual conflict exists. If an actual or potential conflict is determined, the Company may take
whatever corrective action appears appropriate according to the circumstances. Failure to disclose
facts shall constitute grounds for disciplinary action.
What constitutes conflict of interest? A conflict of interest exists where the interests or
benefits of one person or entity conflict with the interests or benefits of the Company. Examples
include:
(i) Employment/ Outside Employment. In consideration of your
employment with the Company, you are expected to devote your full attention to the business
interests of the Company. You are prohibited from engaging in any activity that interferes with your
performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the
Company. Our policies prohibit any employee from accepting simultaneous employment with a
Company supplier, customer, developer or competitor, or from taking part in any activity that
enhances or supports a competitor's position. Additionally, you must disclose to the Company any
interest that you have that may conflict with the business of the Company. If you have any questions
on this requirement, you should contact your supervisor or the Human Resources Department.
(ii) Outside Directorships. It is a conflict of interest to serve as a director
of any company that competes with the Company. Our policy requires that you obtain approval
from the Company's Corporate Counsel before accepting a directorship. Such approval may be
conditioned upon the completion of specified actions.
(iii) Business Interests. If you are considering investing in a Company
customer, supplier, developer or competitor, you must first take great care to ensure that these
investments do not compromise your responsibilities to the Company. Many factors should be
considered in determining whether a conflict exists, including the size and nature of the investment;

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your ability to influence the Companys decisions; your access to confidential information of the
Company or of the other company; and the nature of the relationship between the Company and the
other company.
(iv) Related Parties. As a general rule, you should avoid conducting
Company business with a relative, or with a business in which a relative is associated in any
significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren,
aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.
If such a related party transaction is unavoidable, you must fully disclose the nature of the
related party transaction to the Company's Chief Financial Officer. If determined to be material to
the Company by the Chief Financial Officer, the Company's Audit Committee must review and
approve in writing in advance such related party transactions. The most significant related party
transactions, particularly those involving the Company's directors or executive officers, must be
reviewed and approved in writing in advance by the Company's Board of Directors. The Company
must report all such material related party transactions under applicable accounting rules, SEBI,
Indian Companies Act, U.S. Federal securities laws, U.S. SEC rules and regulations, and securities
market rules. Any dealings with a related party must be conducted in such a way that no preferential
treatment is given to this business.
The Company discourages the employment of relatives in positions or assignments within the
same department and prohibits the employment of such individuals in positions that have a financial
or other dependence or influence (e.g., an auditing or control relationship, or a
supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational
impairment and conflicts that are a likely outcome of the employment of relatives or significant
others, especially in a supervisor/subordinate relationship. If a question arises about whether a
relationship is covered by this policy, the Human Resources Department is responsible for
determining whether an applicant's or transferee's acknowledged relationship is covered by this
policy and the decision. The Human Resources Department shall advise all affected applicants and
transferees of this policy. Willful withholding of information regarding a prohibited
relationship/reporting arrangement will be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two employees, the employee in
the senior position must bring this to the attention of his/her supervisor. The Company retains the
prerogative to separate the individuals at the earliest possible time, either by reassignment or by
termination, if necessary.
(v) Other Situations. Because other conflicts of interest may arise, it
would be impractical to attempt to list all possible situations. If a proposed transaction or situation
raises any questions or doubts in your mind you should consult the Legal Department or Human
Resources Department.
D. Corporate Opportunities
Employees, officers and directors may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property, information or position unless the

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opportunity is disclosed fully in writing to the Companys Board of Directors and the Board of
Directors declines to pursue such opportunity.
D1. Solicitation and Distribution of Literature
In order to ensure efficient operation of the Companys business and to prevent disruption to
employees, the company has established control of solicitations and distribution of literature on
Company property. No employee shall solicit or promote support for any cause or organization
during his or her working time or during the working time of the employee or employees at whom
such activity is directed. No employee shall distribute or circulate any written or printed material in
work areas during his or her working time or during the working time of the employee or employees
at whom such activity is directed. Under no circumstances will non-employees be permitted to
solicit or to distribute written material for any purpose on Company property.
E. Protecting the Company's Confidential Information
The Company's confidential information is a valuable asset. The Companys confidential
information includes product architectures; source codes; product plans and road maps; names and
lists of customers, dealers, and employees; and financial information. This information is the
property of the Company and may be protected by patent, trademark, copyright and trade secret
laws. All confidential information must be used for Company business purposes only. Every
employee, agent and contractor must safeguard it. This responsibility includes not disclosing the
Company confidential information such as information regarding the Company's services or business
over the internet. You are also responsible for properly labeling any and all documentation shared
with or correspondence sent to the Company's Legal Department or outside counsel as
"Attorney-Client Privileged". This responsibility includes the safeguarding, securing and proper
disposal of confidential information in accordance with the Company's policy on Maintaining and
Managing Records set forth in Section III.I of this Code of Business Conduct and Ethics. This
obligation extends to confidential information of third parties, which the Company has rightfully
received under Non-Disclosure Agreements. See the Company's policy dealing with Handling
Confidential Information of Others set forth in Section IV.D of this Code of Business Conduct and
Ethics.
(i) Proprietary Information and Invention Agreement. When you
joined the Company, you signed an agreement to protect and hold confidential the Company's
proprietary information. This agreement remains in effect for as long as you work for the Company
and after you leave the Company. Under this agreement, you may not disclose the Company's
confidential information to anyone or use it to benefit anyone other than the Company without the
prior written consent of an authorized Company officer.
(ii) Disclosure of Company Confidential Information. To further the
Company's business, from time to time our confidential information may be disclosed to potential
business partners. However, such disclosure should never be done without carefully considering its
potential benefits and risks. If you determine in consultation with your manager and other

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appropriate Company management that disclosure of confidential information is necessary, you must
then contact the Legal Department to ensure that an appropriate written nondisclosure agreement is
signed prior to the disclosure. The Company has standard nondisclosure agreements suitable for
most disclosures. You must not sign a third party's nondisclosure agreement or accept changes to
the Company's standard nondisclosure agreements without review and approval by the Company's
Legal Department. In addition, all Company materials that contain Company confidential
information, including presentations, must be reviewed and approved by your manager and other
appropriate Company management prior to publication or use. Furthermore, any employee
publication or publicly made statement that might be perceived or construed as attributable to the
Company, made outside the scope of his or her employment with the Company, must be reviewed
and approved in writing in advance by your manager and other appropriate Company management
and must include the Company's standard disclaimer that the publication or statement represents the
views of the specific author and not of the Company.
(iii) Requests by Regulatory Authorities. The Company and its
employees, agents and contractors must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect the legal rights of the Company
with respect to its confidential information. All government requests for information, documents or
investigative interviews must be referred to the Company's Legal Department. No financial
information may be disclosed without the prior approval of the Chief Financial Officer.
(iv) Company Spokespeople. The Corporate Communication and Analyst
Policy has been established to set out who in the Company may communicate information to the
press and the financial analyst community. All inquiries or calls from the press and financial
analysts should be referred to the Chief Financial Officer or Investor Relations Department. The
Company has designated its CEO, CFO and Investor Relations Department as official Company
spokespeople for financial matters. All press releases, interviews, media replies should be pre-
cleared by the Legal Department. The Company has designated its Corporate Marketing Department
as official Company spokespeople for marketing, technical and other such information. These
designees are the only people who may communicate with the press on behalf of the Company. For
more details, you should read the Companys Corporate Communication and Analyst Policy.
F. Obligations Under Securities Laws-"Insider" Trading
Obligations under the Indian and U.S. securities laws apply to everyone as the Company is
listed both on the Indian and U.S. stock exchanges. In the normal course of business, officers,
directors, employees, agents, contractors and consultants of the Company may come into possession
of significant, sensitive information. This information is the property of the Company -- you have
been entrusted with it. You may not profit from it by buying or selling securities yourself. Further
you are not to tip others to enable them to profit or for them to profit on your behalf. The purpose of
this policy is both to inform you of your legal responsibilities and to make clear to you that the
misuse of sensitive information is contrary to Company policy and applicable Indian and U.S.
securities laws.

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Insider trading is a crime, penalized by fines and imprisonment for individuals. In addition,
the regulators [SEBI/SEC] may seek the imposition of a civil penalty of up to three times the profits
made or losses avoided from the trading. Insider traders must also disgorge any profits made, and
are often subjected to an injunction against future violations. Finally, insider traders may be
subjected to civil liability in private lawsuits.
Insider trading rules are strictly enforced, even in instances when the financial transactions
seem small. The Company has imposed a trading blackout period on members of the Board of
Directors, executive officers and all employees who, as a consequence of their position with the
Company, are more likely to be exposed to material nonpublic information about the Company.
These directors, executive officers and employees generally may not trade in Company securities
during the blackout period.
For more details, and to determine if you are restricted from trading during trading blackout
periods, you should read the Companys Insider Trading Rules. You should read the Insider Trading
Rules carefully, paying particular attention to the specific policies and the potential criminal and
civil liability and/or disciplinary action for insider trading violations. You should comply with the
Companys Insider Trading Rules, follow the pre-clearance procedures for trading and trade only
during a trading window.
Employees, agents and contractors of the Company who violate this Policy will also be
subject to disciplinary action by the Company, which may include termination of employment or of
business relationship. All questions regarding the Company's Insider Trading Rules should be
directed to the Legal Department.
G. Prohibition Against Short Selling of Company Stock
No Company director, officer or other employee, agent or contractor may, directly or
indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does not
own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a
"short sale ") within the applicable settlement cycle. No Company director, officer or other
employee, agent or contractor may engage in short sales. While employees who are not executive
officers or directors are not prohibited by law from engaging in short sales of Company's securities,
the Company has extended this prohibition to all employees even though such wider application is
not required by the law.
H. Use of Company's Assets
(i) General. Protecting the Company's assets is a key responsibility of
every employee, agent and contractor. Care should be taken to ensure that assets are not
misappropriated, loaned to others, or sold or donated, without appropriate authorization. All
Company employees, agents and contractors are responsible for the proper use of Company assets,
and must safeguard such assets against loss, damage, misuse or theft. Employees, agents or
contractors who violate any aspect of this policy or who demonstrate poor judgment in the manner in
which they use any Company asset may be subject to disciplinary action, up to and including

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termination of employment or business relationship at the Company's sole discretion. Company
equipment and assets are to be used for Company business purposes only. Employees, agents and
contractors may not use Company assets for personal use, nor may they allow any other person to
use Company assets. Employees who have any questions regarding this policy should bring them to
the attention of the Company's Human Resources Department.
(ii) Company Brand and Logo. Infosys and Powered by Intellect,
Driven by Values are registered trademarks of the Company in India and/or the United States.
They should be conspicuously marked with the designation or with a notation that they are
registered trademarks of the Company whenever they are first used in any medium, presentation or
other promotional context. Other trademarks of the company include Finacle, Influx, Infy,
Bankaway!, Bancs2000, Progeon, For information on correct usage of the companys
trademarks contact the Corporate Marketing Department.
(ii) Physical Access Control. The Company has and will continue to
develop procedures covering physical access control to ensure privacy of communications,
maintenance of the security of the Company communication equipment, and safeguard Company
assets from theft, misuse and destruction. You are personally responsible for complying with the
level of access control that has been implemented in the facility where you work on a permanent or
temporary basis. You must not defeat or cause to be defeated the purpose for which the access
control was implemented. For more details please read the Companys Information Security Policy.
(iii) Company Funds. Every Company employee is personally
responsible for all Company funds over which he or she exercises control. Company agents and
contractors should not be allowed to exercise control over Company funds. Company funds must be
used only for Company business purposes. Every Company employee, agent and contractor must
take reasonable steps to ensure that the Company receives good value for Company funds spent, and
must maintain accurate and timely records of each and every expenditure. Expense reports must be
accurate and submitted in a timely manner. Company employees, agents and contractors must not
use Company funds for any personal purpose.
(iv) Computers and Other Equipment. The Company strives to furnish
employees with the equipment necessary to efficiently and effectively do their jobs. You must care
for that equipment and to use it responsibly only for Company business purposes. If you use
Company equipment at your home or off site, take precautions to protect it from theft or damage,
just as if it were your own. If the Company no longer employs you, you must immediately return all
Company equipment. While computers and other electronic devices are made accessible to
employees to assist them to perform their jobs and to promote Company's interests, all such
computers and electronic devices, must remain fully accessible to the Company and, to the
maximum extent permitted by law, will remain the sole and exclusive property of the Company.
Employees, agents and contractors should not maintain any expectation of privacy with
respect to information transmitted over, received by, or stored in any electronic communications
device owned, leased, or operated in whole or in part by or on behalf of the Company. To the extent
permitted by applicable law, the Company retains the right to gain access to any information

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received by, transmitted by, or stored in any such electronic communications device, by and through
its employees, agents, contractors, or representatives, at any time, either with or without an
employee's or third party's knowledge, consent or approval. For more details please read the
Companys policies on Information Security Policy, Email Policy and Internet Access Policy,
Bulletin Board Usage
(v) Software. All software used by employees to conduct Company
business must be appropriately licensed. Never make or use illegal or unauthorized copies of any
software, whether in the office, at home, or on the road, since doing so may constitute copyright
infringement and may expose you and the Company to potential civil and criminal liability. In
addition, use of illegal or unauthorized copies of software may subject the employee to disciplinary
action, up to and including termination. The Company's Computers and Communication
Department will inspect Company computers periodically to verify that only approved and licensed
software has been installed. Any non-licensed/supported software will be removed. For more details
please read the Companys policies on Information Security Policy, Email Policy and Internet
Access Policy, Bulletin Board Usage
(vi) Electronic Usage. The purpose of this policy is to make certain that
employees utilize electronic communication devices in a legal, ethical, and appropriate manner.
This policy addresses the Company's responsibilities and concerns regarding the fair and proper use
of all electronic communications devices within the organization, including computers, e-mail,
connections to the Internet, intranet and extranet and any other public or private networks, voice
mail, video conferencing, facsimiles, and telephones. Posting or discussing information concerning
the Company's services or business on the Internet without the prior written consent of the
Company's CFO is prohibited. Any other form of electronic communication used by employees
currently or in the future is also intended to be encompassed under this policy. It is not possible to
identify every standard and rule applicable to the use of electronic communications devices.
Employees are therefore encouraged to use sound judgment whenever using any feature of our
communications systems. For more details please read the Companys policies on Information
Security Policy, Email Policy and Internet Access Policy, Bulletin Board Usage.
I. Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Company's business and legal
requirements in managing records, including all recorded information regardless of medium or
characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks,
microfiche, microfilm or all other media. The Company is required by local, state, federal, foreign
and other applicable laws, rules and regulations to retain certain records and to follow specific
guidelines in managing its records. Civil and criminal penalties for failure to comply with such
guidelines can be severe for employees, agents, contractors and the Company, and failure to comply
with such guidelines may subject the employee, agent or contractor to disciplinary action, up to and
including termination of employment or business relationship.

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J. Records on Legal Hold.
A legal hold suspends all document destruction procedures in order to preserve appropriate
records under special circumstances, such as litigation or government investigations. The
Company's Legal Department determines and identifies what types of Company records or
documents are required to be placed under a legal hold. Every Company employee, agent and
contractor must comply with this policy. Failure to comply with this policy may subject the
employee, agent or contractor to disciplinary action, up to and including termination of employment
or business relationship at the Company's sole discretion.
The Company's Legal Department will notify you if a legal hold is placed on records for
which you are responsible. You then must preserve and protect the necessary records in accordance
with instructions from the Company's Legal Department. Records or supporting documents that
have been placed under a legal hold must not be destroyed, altered or modified under any
circumstances. A legal hold remains effective until it is officially released in writing by the
Company's Legal Department. If you are unsure whether a document has been placed under a legal
hold, you should preserve and protect that document while you check with the Company's Legal
Department.
If you have any questions about this policy you should contact the Company's Legal
Department.
K. Payment Practices
(i) Accounting Practices. The Company's responsibilities to its
stockholders and the investing public require that all transactions be fully and accurately recorded in
the Company's books and records in compliance with all applicable laws. All required information
shall be accessible to the companys auditors and other authorized persons and government agencies.
False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy and the law. There
shall be no willful omissions of any company transactions from the books and records, no advance
income recognition and no hidden bank accounts and funds. Any willful material misrepresentation
of and/or misinformation of the financial accounts and reports shall be regarded as a violation of the
Code apart from inviting appropriate civil or criminal action under the relevant laws. Additionally,
all documentation supporting a transaction should fully and accurately describe the nature of the
transaction and be processed in a timely fashion.
(ii) Political Contributions. The Company reserves the right to
communicate its position on important issues to elected representatives and other government
officials. It is the Company's policy to comply fully with all local, state, federal, foreign and other
applicable laws, rules and regulations regarding political contributions. The Company's funds or
assets must not be used for, or be contributed to, political campaigns or political practices under any
circumstances without the prior written approval of the Company's Corporate Counsel and, if
required, the Board of Directors.

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(iii) Prohibition of Inducements. Under no circumstances may
employees, agents or contractors offer to pay, make payment, promise to pay, or issue authorization
to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived
as intended, directly or indirectly, to improperly influence any business decision, any act or failure to
act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts,
infrequent business meals, celebratory events and entertainment, provided that they are not excessive
or create an appearance of impropriety, do not violate this policy. Before giving anything of value to
an employee of a government entity, please contact the Human Resources Department or the
Finance Department. Questions regarding whether a particular payment or gift violates this policy
should be directed to Human Resources.
L. Foreign Corrupt Practices Act.
The Company requires full compliance with the U.S. Foreign Corrupt Practices Act (FCPA)
by all of its employees, agents, and contractors, even though the Company is incorporated in India.
The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign
official, or any foreign political party, candidate or official, for the purpose of: influencing any act or
failure to act, in the official capacity of that foreign official or party; or inducing the foreign official
or party to use influence to affect a decision of a foreign government or agency, in order to obtain or
retain business for anyone, or direct business to anyone.
All Company employees, agents and contractors whether located in the United States or
abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All
managers and supervisory personnel are expected to monitor continued compliance with the FCPA
to ensure compliance with the highest moral, ethical and professional standards of the Company.
FCPA compliance includes the Company's policy on Maintaining and Managing Records in Section
III.I of this Code of Business Conduct and Ethics.
Laws in India and most countries outside of the United States also prohibit or restrict
government officials or employees of government agencies from receiving payments, entertainment,
or gifts for the purpose of winning or keeping business. No contract or agreement may be made with
any business in which a government official or employee holds a significant interest, without the
prior approval of the Company's Corporate Counsel.
M. Export Controls
A number of countries maintain controls on the destinations to which products or software
may be exported. Some of the strictest export controls are maintained by the United States. The
U.S. regulations are complex and apply both to exports from the United States and to exports of
products from other countries, when those products contain U.S.-origin components or technology.
Software created in the United States is subject to these regulations even if duplicated and packaged
abroad. In some circumstances, an oral presentation containing technical data made to foreign
nationals in the United States may constitute a controlled export. When working with U.S. based

15
customers, U.S. export control compliance is the responsibility of the customer. All employees
should exercise diligence while working with U.S. based clients to clearly determine this
responsibility early on.

IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS
A. Customer Relationships
If your job puts you in contact with any Company customers or potential customers, it is
critical for you to remember that you represent the Company to the people with whom you are
dealing. Act in a manner that creates value for our customers and helps to build a relationship based
upon trust. The Company and its employees have provided services for many years and have built
up significant goodwill over that time. This goodwill is one of our most important assets, and the
Company employees, agents and contractors must act to preserve and enhance our reputation.
B. Payments or Gifts from Others
Under no circumstances may employees, agents or contractors accept any offer, payment,
promise to pay, or authorization to pay any money, gift, or anything of value from customers,
vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any
business decision, any act or failure to act, any commitment of fraud, or opportunity for the
commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of impropriety, do not
violate this policy. Before accepting anything of value from an employee of a government entity,
please contact the Human Resources Department or the Finance Department. Questions regarding
whether a particular payment or gift violates this policy are to be directed to Human Resources
Department.
Gifts given by the Company to suppliers or customers or received from suppliers or
customers should always be appropriate to the circumstances and should never be of a kind that
could create an appearance of impropriety. The nature and cost must always be accurately recorded
in the Company's books and records. Please follow the Companys Gift Policy in this regard.
C. Publications of Others
The Company subscribes to many publications that help employees do their jobs better.
These include newsletters, reference works, online reference services, magazines, books, and other
digital and printed works. Copyright law generally protects these works, and their unauthorized
copying and distribution constitute copyright infringement. You must first obtain the consent of the
publisher of a publication before copying publications or significant parts of them. When in doubt
about whether you may copy a publication, consult the Legal Department.


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D. Handling the Confidential Information of Others
The Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their products or
business plans to induce the Company to enter into a business relationship. At other times, we may
request that a third party provide confidential information to permit the Company to evaluate a
potential business relationship with that party. Whatever the situation, we must take special care to
handle the confidential information of others responsibly. We handle such confidential information
in accordance with our agreements with such third parties. See also the Company's policy on
Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics.
(i) Appropriate Nondisclosure Agreements. Confidential information
may take many forms. An oral presentation about a company's product development plans may
contain protected trade secrets. A customer list or employee list may be a protected trade secret. A
demo of an alpha version of a company's new software may contain information protected by trade
secret and copyright laws.
You should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party offering the information. The
Legal Department can provide nondisclosure agreements to fit any particular situation, and will
coordinate appropriate execution of such agreements on behalf of the company. Even after a
nondisclosure agreement is in place, you should accept only the information necessary to accomplish
the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more
detailed or extensive confidential information is offered and it is not necessary, for your immediate
purposes, it should be refused.
(ii) Need-to-Know. Once a third party's confidential information has
been disclosed to the Company, we have an obligation to abide by the terms of the relevant
nondisclosure agreement and limit its use to the specific purpose for which it was disclosed and to
disseminate it only to other Company employees with a need to know the information. Every
employee, agent and contractor involved in a potential business relationship with a third party must
understand and strictly observe the restrictions on the use and handling of confidential information.
When in doubt, consult the Legal Department.
(iii) Notes and Reports. When reviewing the confidential information of
a third party under a nondisclosure agreement, it is natural to take notes or prepare reports
summarizing the results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports, however, can include
confidential information disclosed by the other party and so should be retained only long enough to
complete the evaluation of the potential business relationship. Subsequently, they should be either
destroyed or turned over to your manager or other appropriate company management for
safekeeping or destruction. They should be treated just as any other disclosure of confidential
information is treated: marked as confidential and distributed only to those the Company employees
with a need to know.

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(iv) Competitive Information. You should never attempt to obtain a
competitor's confidential information by improper means, and you should especially never contact a
competitor regarding their confidential information. While the Company may, and does, employ
former employees of competitors, we recognize and respect the obligations of those employees not
to use or disclose the confidential information of their former employers.
E. Selecting Suppliers
The Company's suppliers make significant contributions to our success. To create an
environment where our suppliers have an incentive to work with the Company, they must be
confident that they will be treated lawfully and in an ethical manner. The Company's policy is to
purchase supplies based on need, quality, service, price and terms and conditions. The Company's
policy is to select significant suppliers or enter into significant supplier agreements though a
competitive bid process where possible. Under no circumstances should any Company employee,
agent or contractor attempt to coerce suppliers in any way. The confidential information of a
supplier is entitled to the same protection as that of any other third party and must not be received
before an appropriate nondisclosure agreement has been signed. In some cases where the
products or services have been designed, fabricated, or developed to our specifications the
agreement between the parties may contain restrictions on sales.
F. Government Relations
It is the Company's policy to comply fully with all applicable laws and regulations governing
contact and dealings with government employees and public officials, and to adhere to high ethical,
moral and legal standards of business conduct. This policy includes strict compliance with all local,
state, federal, foreign and other applicable laws, rules and regulations. If you have any questions
concerning government relations you should contact the Company's Legal Department.
G. Lobbying
Employees, agents or contractors whose work requires lobbying communication with any
member or employee of a legislative body or with any government official or employee in the
formulation of legislation must have prior written approval of such activity from the Company's
Corporate Counsel. Activity covered by this policy includes meetings with legislators or members
of their staffs or with senior government officials. Preparation, research, and other background
activities that are done in support of lobbying communication are also covered by this policy even if
the communication ultimately is not made.
H. Government Contracts
It is the Company's policy to comply fully with all applicable laws and regulations that apply
to government contracting. It is also necessary to strictly adhere to all terms and conditions of any
contract with local, state, federal, foreign or other applicable governments. The Company's Legal
Department must review and approve all contracts with any government entity.

18
I. Free and Fair Competition
Most countries have well-developed bodies of law designed to encourage and protect free
and fair competition. The Company is committed to obeying both the letter and spirit of these laws.
The consequences of not doing so can be severe for all of us.
These laws often regulate the Company's relationships with its distributors, resellers, dealers,
and customers. Competition laws generally address the following areas: pricing practices (including
price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying
competing products, termination, and many other practices.
Competition laws also govern, usually quite strictly, relationships between the Company and
its competitors. As a general rule, contacts with competitors should always avoid subjects such as
prices or other terms and conditions of sale, customers, and suppliers. Employees, agents or
contractors of the Company may not knowingly make false or misleading statements regarding its
competitors or the products of its competitors, customers or suppliers. Participating with
competitors in a trade association or in a standards creation body is acceptable when the association
has been properly established, has a legitimate purpose, and has limited its activities to that purpose.
No employee, agent or contractor shall at any time or under any circumstances enter into an
agreement or understanding, written or oral, express or implied, with any competitor concerning
prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of
product or geographic markets, allocation of customers, limitations on production, boycotts of
customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these
subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these
rules as may bona fide purchases from or sales to competitors on non-competitive products, but the
Company's Legal Department must review all such proposed ventures in advance. These
prohibitions are absolute and strict observance is required. Collusion among competitors is illegal,
and the consequences of a violation are severe.
Although the spirit of these laws, known as "antitrust," "competition," or "consumer
protection" or unfair competition laws, is straightforward, their application to particular situations
can be quite complex. To ensure that the Company complies fully with these laws, each of us should
have a basic knowledge of them and should involve our Legal Department early on when
questionable situations arise.
J. Industrial Espionage
It is the Company's policy to lawfully compete in the marketplace. This commitment to
fairness includes respecting the rights of our competitors and abiding by all applicable laws in the
course of competing. The purpose of this policy is to maintain the Company's reputation as a lawful
competitor and to help ensure the integrity of the competitive marketplace. The Company expects
its competitors to respect our rights to compete lawfully in the marketplace, and we must respect
their rights equally. Company employees, agents and contractors may not steal or unlawfully use the

19
information, material, products, intellectual property, or proprietary or confidential information of
anyone including suppliers, customers, business partners or competitors.
V. WAIVERS
Any waiver of any provision of this Code of Business Conduct and Ethics for a member of
the Companys Board of Directors or an executive officer must be approved in writing by the
Companys Board of Directors and promptly disclosed. Any waiver of any provision of this Code of
Business Conduct and Ethics with respect any other employee, agent or contractor must be approved
in writing by the Companys Corporate Counsel.
VI. DISCIPLINARY ACTIONS
The matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are essential to the
Company's ability to conduct its business in accordance with its stated values. We expect all of our
employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for
the Company.
The Company will take appropriate action against any employee, agent, contractor or
consultant whose actions are found to violate these policies or any other policies of the Company.
Disciplinary actions may include immediate termination of employment or business relationship at
the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies
against the individuals or entities responsible. Where laws have been violated, the Company will
cooperate fully with the appropriate authorities. You should review all the Company's policies and
procedures on Sparsh for more detailed information.















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VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT
AND ETHICS
I have received and read the Company's Code of Business Conduct and Ethics. I understand
the standards and policies contained in the Company Code of Business Conduct and Ethics and
understand that there may be additional policies or laws specific to my job. I further agree to
comply with the Company Code of Business Conduct and Ethics.
If I have questions concerning the meaning or application of the Company Code of Business
Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to
my job, I know I can consult my manager, the Human Resources Department or the Legal
Department, knowing that my questions or reports to these sources will be maintained in confidence.


Employee Name

Signature

Date

Please sign and return this form to the Human Resources Department.