NON DISCLOSURE AGREEMENT

______________ , 2010

Dear Mr./ Ms. _______________________ (I. D. No. ________)

You have been employed by Maximus Infoware (India) Private Limited (“Maximus”) and
are currently performing services for it. As a condition of your undertaking to perform
work for Maximus, it is necessary for you to agree to hold information which you learn
about Maximus during the course of your employment with Maximus and for a period of
fifteen (15) years thereafter in confidence and further to provide that any and all rights
over the results of your work will be owned by Maximus.

1. Confidential Information

“Confidential Information” means and includes any information which you have been
privy to as a result of your employment with Maximus, including any formula, pattern,
compilation, program, device, method, technique, or process. Such Confidential
Information includes
a. any and all technical information, drawings, procedures and processing details
necessary to prepare a product/ solution,
b. any and all purchasing information critical to the manufacturing, function or cost
of a product/ solution,
c. any and all testing parameters which allows Maximus to assure that the product/
solution is better than or functions differently from that of its competitors,
d. any and all sales information regarding customers and the customers' desires,
preferences, purchasing volumes and like information,
e. any and all marketing plans for introduction of new products, entry into new
marketplaces or proposed new uses,
f. any and all personnel data regarding key or unique capabilities of specific
individuals necessary or critical to the operation of Maximus, or
g. any and all factors which allows Maximus to distinguish its products or services
from those of its competitors in the marketplace.

2. Conflict of Interest

You warrant that your work with Maximus will not in any way conflict with any continuing
interests or obligations you may have with regard to your previous places of
employment. You further warrant that during your employment with Maximus, you will
not perform any work for any other individual, entity or organisation.

3. Secrecy

You agree to hold in confidence all Confidential Information which you obtain from or
develop for Maximus and you agree not to use on your own behalf or on behalf of others
or disclose to others, at any time during or after termination of this Agreement, such
Confidential Information without the prior written consent of Maximus. You agree to take
all possible measures to protect the secrecy of and avoid disclosure to or use of
Confidential Information by any third party. You also agree that you will not knowingly
disclose to Maximus any information which is known to be secret, confidential or
proprietary to any other person or firm.

4. Inventions

You agree that any inventions, suggestions, ideas, innovations or reports made or
conceived by you as a result of the services performed hereunder shall be promptly
disclosed to and shall be the sole property of Maximus. You will co-operate with
Maximus in obtaining patents on any such inventions and shall execute any documents
tendered by Maximus to convey perfect ownership in such inventions. You will assist
Maximus, at its expense, in any manner which Maximus deems necessary to obtain,
maintain or sustain such patents. Should any such inventions, suggestions, ideas or
reports be the results of combined efforts with or the invention of any person or persons,
other than yourself, you will so inform Maximus at the time of submission thereof. Your
obligations hereunder shall survive termination of this Agreement.

5. Copyrights

With respect to copyrights, all copyrightable material resulting from work performed
during the term of this Agreement shall be deemed to be works made for hire and shall
belong exclusively to Maximus. If by operation of law, any such copyrightable materials
are not works made for hire, then you agree to and hereby assign to Maximus the
ownership of such materials including all copyrights thereto. Maximus may obtain and
hold in its own name copyrights, registrations and other protection that may be available
therein and you will provide Maximus any assistance required to perfect such protection.

6. Injunctive Relief

You agree that the obligations specified herein are necessary and reasonable in order to
protect Maximus and Maximus’s business and expressly agree that monetary damages
alone would be inadequate to compensate Maximus for any breach by you of the
covenants set forth herein. Accordingly, you agree and acknowledge that any such
violation or threatened violation will cause irreparable injury to Maximus and that in
addition to any other remedy that may be available, in law, in equity or otherwise,
Maximus shall be entitled to obtain injunctive relief against the threatened breach of this
Agreement or the continuation of any such breach by you, without the necessity of
proving actual damages.

7. Return of Confidential Information

You agree that upon the termination of your employment from Maximus, you shall return
to Maximus all Confidential Information, including but not necessarily limited to
documents and property of Maximus, drawings, blueprints, reports, manuals,
correspondence, customer lists, computer programs and all other materials and all
copies thereof relating in any way to Maximus's business or in any way obtained by you
during the course of employment. You further agree that you shall not retain copies,
notes or abstracts of the foregoing.
8. Governing Law

This Agreement shall be governed by and construed according to the laws of India and
the Courts of Hyderabad shall have jurisdiction in case of any dispute.

If the foregoing terms are acceptable to you as a condition for performing services for
Maximus, please indicate your acceptance by signing one copy of this letter and
returning it to us. You may retain the other copy for your information and file.

Very truly yours,

MAXIMUS INFOWARE (INDIA) PRIVATE LTD.

By : _______________________

_______________________
(Print Name)

ACCEPTED By:

__________________________

__________________________
(Print Name of Associate)

Date : _____________________