Severance & Noncompetition Agreement

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:

1. 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.

2. Definitions:

"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 informatio ...