sample notes

Dear Mr Uma Shankar N,

Greetings from Mahindra Satyam!!

We are pleased to offer you an appointment in our organization with effect from March 25, 2013.

We are confident that your contribution will take us further in our journey towards becoming worldmost valued Information Communication Technology company. We assure you of our support for yourprofessional development and growth.

The first step in the joining process is the completion of your pre-joining formalities mentioned below.

1. Virtue update - VIRTUE login id and password will be sent to your mail id provided at the time of interview. You are required to update the necessary details in VIRTUE and carry a print of the joining report on the date of joining.

2. Background (BG) check verification -BG verification vendor will get in touch with you and guide you through the process of providing the necessary documents to complete the verification process.

3. Completion of the pre-joining medical test at least 48 hours prior to the date of joining.

Please note that it is mandatory to complete the above formalities prior to joining. You are requestedto report to the joining location @ MSat SDC - BANGALORE , ITC 3, B Wing, 1st floor, SiteNO.44(P), 46(P), KIADB INDUSTRIAL AREA, ELECTRONIC CITY, PHASE - II,BANGALORE - 561229, Tel. 080- 67807506. and meet Ms. RUPALI MATHIA on March 25,2013, 9:30 AM.

The joining location address is as given below:

We congratulate you on your appointment and wish you a long and successful career with us.

For any further clarification kindly do reach back to us on the below communication co-ordinates.

Email: [email protected] : 1-800- 3072-8926

Ref No: SCSL/ICE/BLR/1069743 /182652 December 26, 2012

Mr Uma Shankar N#37, Vidhya NilayaHyderabadHyderabad - 500082Ph: 8197277330

Sub: Appointment Letter.


1. With reference to our discussions held on December 26, 2012 at BANGALORE, we are pleased tooffer you an appointment in our organization as Team Lead in Band T (Sub Band T-1) operatingout of our BANGALORE centre.

Mahindra Satyam's entrepreneurial framework is non-hierarchical and provides Associates the abilityto perform different roles based on their capability and available opportunities. Associates in thisBand are expected to perform a role that is of a nature where they would lead small Team(s) in abusiness function. Distinct Career tracks have been defined and equivalence established for thoseplaying Specialist roles in Technology / Domain / Process areas. Your role will be assigned uponjoining. For external interfacing, the titles will be reflective of the role being played by you andcan be chosen from a compendium of pre-approved titles, within each band.

2. Your "Annual Total Cash Compensation" will be Rs. 9,10,000 (Rupees Nine Lakhs Ten ThousandOnly). Please refer Annexure-A for details.

3. You will also be eligible for a One Time reimbursement of the relocation expenses as per companypolicy. Please refer Annexure-R for details.

4. You shall be entitled to Medical, Accident & Life Insurance as per Mahindra Satyam's InsurancePolicy.

5. Your employment with us will be governed by terms and conditions as specified in Annexure-B.

6. You are required to join on March 25, 2013 and the offer stands withdrawn thereafter, unless thedate is extended or communicated to you in writing.

7. Kindly acknowledge the acceptance of this Offer of Appointment in VIRTUE (Mahindra Satyam'Online Joining Application) by filling up all the required details prior to your joining date.VIRTUElogin ID and password has been sent to your e-mail ID.

_________________________________________________________________ ___________________________________________Satyam Computer Services Ltd

Registered Office:Infocity, Unit 12,Plot No.35& 36,Hitech City Layout,Sy No.64,MadhapurHyderabad 500081, Andhra Pradesh,India.Tel:+91 40 3063 6363 Fax: +9140 4022 4122

8. A clear background check verification report is mandatory for all the Associates at the time ofreporting/joining. We are facilitating you with the same and you are required to fill in the requireddetails and upload the necessary documents on CSPI portal. You would be receiving the User ID,Password and other required details would be sent to your e-mail ID from our authorized thirdparty vendor.

9. You are requested to report to Ms. RUPALI MATHIA at 9:00 AM to complete the joiningformalities at Mahindra Satyam, SDC - BANGALORE , ITC 3, B Wing, 1st floor, Site NO.44(P),46(P), KIADB INDUSTRIAL AREA, ELECTRONIC CITY, PHASE - II, BANGALORE - 561229,Tel.080- 67807506. At the time of joining, you are requested to submit the copies of thedocuments as per Annexure-C.

10.You are requested to complete Pre-Employment Medical Examination (Annexure - D) at least twodays prior to joining date. Please note that this offer is subject to your being medically fit foremployment. The physician can be contacted between 9:00 AM - 2:00 PM and 4:00 PM - 8.00PM. Request you to take prior appointment (at least 24 Hrs in advance) to avoid anyinconvenience at the medical center.

11.In case of further clarifications, please get in touch with Ms. Smruti Sahu (on E-Mail:SMRUTI_SAHU, Tel.080-4058-7507, Extn. 7507) and quote the reference as above.

We welcome you to Mahindra Satyam, and look forward to a long and mutually beneficialassociation.

For Satyam Computer Services Limited ("Mahindra Satyam").

Krishna KumarHEAD, RESOURCE MANAGEMENT GROUP

Encl: Annexure-A (Salary Structure), Annexure-B (Terms & Conditions of Employment), Annexure-C (Check List of Documents), Annexure-D (Medical Letter), Annexure-R (RelocationLetter), Annexure-N (Notice Pay Letter)



Ref : SCSL/ICE/BLR/1069743/182652 December 26, 2012

ANNEXURE-A(All figures in INR)

Name : Uma Shankar NBand : TSub Band : T-1Location : BANGALORE

A. Fixed Compensation Per Month Per AnnumBasic Salary 19,338 2,32,050HRA 9,669 1,16,025Flexible Benefit Plan 1 32,132 3,85,579Bonus2 1,000 12,000Provident Fund (12% Of Basic Salary) 2,321 27,846TOTAL FIXED COMPENSATION 7,73,500

B. VARIABLE COMPENSATION (amount specified is at 100% payout) Per Annum

TOTAL VARIABLE COMPENSATION 1,36,500

TOTAL CASH COMPENSATION (TCC) {A+B} 9,10,000

Gratuity (@4.81% of Basic) 11,162Insurance Premium (Life/Accidental/Hospitalisation) 6,575

COST TO COMPANY -CTC 9,27,737

1. Flexible Benefit Plan:

Associates will also be given an option of restructuring their 'Flexible Benefit Plan' under the following heads :a. Transport Allowanceb. Leave Travel Assistancec. Medical Reimbursementd. Car Scheme as per applicable policye. Special Allowance

The above shall be guided by the 'Flexible Benefit Plan Guidelines' available on PowerON / WebPay2. Bonus shall apply as per The Payment of Bonus Act, 1965

Notes:1 TCC includes all components of Cash Compensation2 Variable Compensation is governed by the provisions of Variable Compensation Policy3 In addition to above, Associates carrying Individual Revenue Targets (Sales, Relationship Management etc) will

be covered by the "Performance Bonus Policy". Pls. refer to Policy for details.4 Medical, Accident and Life Insurance includes:

a. Group Medical Insurance for Self and 3 dependents (including spouse and dependent children)

b. Group Accident Insurance for Self

c. Group Life Insurance for Self5 Additionally, Gratuity shall apply as per the 'Gratuity Act 1972'.




A N N E X U R E - B

1. Employment Agreement

(a) Code of Conduct

During the period of your employment, you will work honestly, faithfully, diligently and efficiently forthe growth of the Company.

(b) Secrecy

You are expected to maintain utmost secrecy in regard to the affairs of the Company and shall keepconfidential any information, whether written or oral, which relates to internal controls, computer ordata processing programs, algorithms, electronic data processing applications, routines, subroutines,techniques or systems, or information concerning the business or financial affairs and methods ofoperation or proposed methods of operation, accounts, transactions, proposed transactions, securityprocedures, trade secrets, know-how, or inventions of Mahindra Satyam or its Affiliate, or any client,agent, contractor or vendor. You shall not disclose the identities and other related information of anyof its clients.Breach of this provision shall be treated as a gross violation of the terms herein and your services areliable to be terminated without notice.

(c) Conflict of Interest

Your position with the Company calls for whole time employment and you will devote yourselfexclusively to the business of the Company. You will not take up any other work for remuneration(part time or otherwise) or work on advisory capacity or be interested directly or indirectly (except asshareholder or debenture holder) in any other trade or business, during your employment with theCompany, without written permission from the Company.

(d) Non-Solicitation/Non-Compete:

You acknowledge that you have signed Covenant Against Disclosure and Covenant Not toCompete/Non-Solicitation ("Covenant"), which is incorporated into this Agreement by reference and isa made a part of this Agreement. and that it constitutes an integral part of the terms of youremployment. In the Covenant, you have agreed that for a period of two years following termination ofyour employment for any reason whatsoever(a) You will not solicit business and/or Sell services/Products or build business relationship withcustomers, you were directly or indirectly involved with, during your tenure in Mahindra Satyam.(b) you will not interfere with its business relations, including but not limited to soliciting orproviding services to and of Mahindra Satyam's clients (except as directed by Mahindra Satyam),directly or indirectly.(c) you will not be employed by a client of Mahindra Satyam for which you performed services whileemployed by Mahindra Satyam and(d) you will not solicit or induce Mahindra Satyam employees to join a client or to compete withMahindra Satyam.

Signature of Associate



(e) Confidentiality / Non-Disclosure:

(a) You are expected to maintain utmost secrecy with regard to the affairs of Mahindra Satyam andits clients and shall keep confidential any and all data, information, instruments, documents,methodologies, tools, structure, business or trade secrets, formulae etc., relating to Mahindra Satyamand/or its clients that may come to your knowledge as an employee of Mahindra Satyam, during thetenure of your employment with Mahindra Satyam and at any time thereafter. During the period ofyour employment, you will work honestly, faithfully, diligently and efficiently for the growth ofMahindra Satyam. You shall execute / sign such other non disclosure agreements as and whenrequired by Mahindra Satyam or the Client.

(b) You must return to the Company, upon request, and in any event, upon termination of youremployment, all documents and tangible items which belong to the Company or which refer to anyconfidential information and which are in your possession or under your control.

(c) You must, if requested by the Company, delete all confidential information from any reusablematerial and destroy all other documents and tangible items which contain or refer to any confidentialinformation and which are in your possession or under your control.

You shall execute / sign the Confidentiality Agreement as and when required by Mahindra Satyam orthe Client.

(f) Exclusivity of Services, Publications, Gifts:

You shall devote all work efforts exclusively to the Company and the furtherance of its interests. Anyengagement in additional activities for remuneration or any direct or indirect participation in otherenterprises of any kind requires the prior written consent of the Company. The Company's consentshall not be required for ordinary acquisitions of shares or other participation for investment purposes.Membership in the board of directors or supervisory board of other enterprises shall be subject to theCompany's prior written consent.

Any publications and lectures by the Employee on topics relating to the Company's business orinterests shall be subject to the Company's prior written consent.

The Employee agrees, without the Company's prior written consent, not to accept or demand loans,gifts, other benefits, of promises thereof, from the Company's clients or other persons with whom theEmployee has official or business contacts in the context of the Employee's activities for theCompany.

2. Assignments/Transfer/Deputation

Though you have been engaged for a specific position, the Company reserves the right to send you ontraining / deputation / secondment / transfer / assignments to sister companies, associate companies,clients locations or third parties whether in India or abroad. In such case, the terms and conditions ofservice applicable to the new assignment will govern you.You shall, only at the request of the Company, enter into a direct agreement or undertaking with anycustomer to whom you may be assigned/seconded/deputed accepting restrictions as such customer mayreasonably require for the protection of its legitimate interests.

3. Termination of Employment

a) Either party can terminate this employment by serving a notice of two months on the other.The Company may at its absolute discretion make a payment representing salary (basic) in lieuof notice of termination.

Signature of Associate _________________________________________________________________ ___________________________________________

Satyam Computer Services Ltd Registered Office:Infocity, Unit 12,Plot No.35& 36,Hitech City Layout,Sy No.64,Madhapur

Hyderabad 500081, Andhra Pradesh,India.Tel:+91 40 3063 6363 Fax: +9140 4022 4122

However, for cause like misconduct, gross negligence, misbehavior or non-performance,Mahindra Satyam may terminate your services with immediate notice. The Company shallhave the right to suspend you on full pay and benefits pending any investigation into potentialdishonesty, gross misconduct, misappropriation, gross negligence, fraud or other circumstances(if proved) would entitle the Company to dismiss your services summarily.

b) In case of Associates who are governed by service agreements for serving a minimum stipulatedperiod, the associate can exercise option under the clause 3(a) only on their completion of thestipulated service period agreed to and provided therein.

c) Unauthorized absence or absence without permission from duty for a continuous period of 7days,would make you loose your lien on employment. In such case your employment shallautomatically come to an end without any notice of termination.

d) You will be governed by the Company's laid down Code of Conduct and if there is any breachof the same or non-performance of contractual obligation or the terms and conditions laid downin this agreement, your service could be terminated without any notice notwithstanding any otherterms and conditions stipulated herein. The Company further reserves the right to invoke otherlegal remedies as it deems fit to protect its legitimate interests.

e) Reference check will be made from your previous employers. In case there is any adversereport against you which may be detrimental to the interests of the company or if theinformation furnished by you is not true, the company reserves the right to terminate yourservices forthwith (notwithstanding any other provisions) on the grounds of misrepresentation offacts.

4. Statement of Facts

It must be specifically understood that this offer is made based on your proficiency onTechnical/Professional skills you have declared to possess as per the application, and on the ability tohandle any assignment/job independently anywhere in India or overseas. In case, at a later date, anyof your statements/particulars furnished are found to be false or misleading, or your performance isnot up to the mark or falls short of the minimum standards set by the Company, the Company shallhave the right to terminate your services forthwith without giving any notice, notwithstanding anyother terms and conditions stipulated herein.

5. Company Policies

All Company Policies (including access to office premises, mails, computer facilities, email and others)are available on the Intranet. You are advised and instructed to go through these policies and strictlyadhere to them.

6. Personal Indebtedness

Mahindra Satyam shall not be responsible for personal indebtedness or other liabilities incurred byyou, during/prior to your employment with Mahindra Satyam. You understand and accept that youshall have no authority to pledge the credit of Mahindra Satyam to any person or entity withoutMahindra Satyam's prior written authorization.




7. Restraints

Access to Information

Information is available on need to know basis for specified groups. The network file server issegregated to allow individual sectors for projects and units. Access to these are authorized throughaccess privileges approved by unit Mentors or Project Mentors.

Escalation/Exception Reporting

a) A set of areas/jobs to be carried out by each function/department will be decided.

b) For each area/job - a suitable policy will be formulated/evolved.

c) For every policy - standards of measurement will be laid down.

d) Goals for year/quarter/month will be periodically reviewed.

e) Deviation if any with regard to policies or standards will be monitored and brought up fordiscussion in review meetings if such deviation could wait till review meeting.

f) Alternatively, if such deviation will pose a threat and if it is not corrected it will be escalatedimmediately for corrective action jointly agreed upon and it will be implemented as perschedule. If there is any deviation/modification/amendment it will be further escalated to nextlevel.

Authorization

Only those authorized by a specific power of attorney may sign legal documents, representing theCompany.

Smoking

We owe and assure a smoke free environment for our Associates. Barring some areas, the entireoffice premises including conference rooms, lobbies, is declared as "No-Smoking Zone".

Passwords

Access to our network, development environment and MS-Exchange is through individual's password.For security reasons it is essential to maintain confidentiality of the same. If the password isforgotten, the Networking & Communication Group is to be contacted to reset and allow you to use anew password.

Unauthorized Software

You shall not install, download, copy, duplicate any unauthorized or unlicensed software, programs,games, attachments on to your computer systems.




Security

Security is an important aspect of our communication and office infrastructure. We have securitypersonnel deployed in all the floors who take care of the security. Those of you who wish to worklate or early hours are requested to produce their identity cards to the Security personnel on demand.If there is a need to take some of the equipments/infrastructure out of the office premises for anyreason the associate shall obtain the gate pass from the security staff after the authorization from yourmentor. There are two types of gate pass: (a) Returnable (b) Non returnable.The communication security is maintained by controlling physical access to computer systems, disablingall workstation floppy disk drives, and a Company-wide awareness about the need for protection ofintellectual property and sensitive customer information. For some projects, the Company usessophisticated data encryption devices. Your work table and storage space is lockable. Please ensurethey are locked when unattended. Duplicate keys are maintained with Security. One can take aduplicate key after signing for it for one's own or team members table or storage.

(a) Destroying Papers & Material

Any official communication, which is confidential in nature, shall be destroyed through paper shredderafter the purpose is served.

(b) Use of Company Resources

You shall use the Company's resources only for official purposes.

8. Overseas Service Agreement

As the Company will be spending substantial amount of time and money for your deputation/secondment abroad, you will be required to sign a deputation agreement with the Company and alsoexecute a Surety Bond on such terms, as the Company may deem appropriate. (This agreement willconsist, inter alia, of issues like (i) your commitment to complete the project (ii) your returning toIndia after completion of the project and serving the Company for a stipulated period).

9. Intellectual Property Rights

All intellectual property rights, including but not limited to, Patents, Copyrights, Designs, Trade marksand Semiconductor chips developed by you during Office time or using the Company infrastructure, orwhile performing or discharging official duties shall be the sole and exclusive property of theCompany and the same shall be deemed to be work made for hire. You shall execute/sign suchdocuments for the purpose of assigning such Intellectual property, as and when required by theCompany.

The Company reserves the right to proceed legally against you and recover damages, where any suchintellectual property is sought to be protected by you independently of the Company.

10. Jurisdiction

Even though the Company may depute you overseas for on-site work or to any other location inIndia, the jurisdiction concerning any dispute arising out of your employment will be the courts inRanga Reddy District only.




11. Retirement

This agreement automatically stands terminated on the day on which employees reach the age ofretirement as per Indian law and for the purpose of determining this, the age recorded with theCompany shall be considered as final and conclusive.

12. General

The above terms and conditions including those in Annexure - A (Salary break up) are based onCompany policies, procedures and other rules currently applicable in India as well as Overseas and aresubject to amendments and adjustments from time to time. In all services matters, including those notspecifically covered here such as Traveling, Leave, Retirement, Code of Conduct, etc. you will begoverned by the rules of the Company as shall be in force from time to time.

13. You shall be present in the office during normal working hours as specified in the PowerOnand other documentation provided to you, or during hours expressly designated for you inwriting. You shall provide details regarding the utilization of your time by entering the sameinto Mahindra Satyam's web-based electronic timesheets (ONTIME) on a daily basis. In caseyou are attached to any project where the client may have requirement of recording specifictime-efforts, you shall comply with such requirement also, in addition to Mahindra Satyam'sTSMS(ONTIME).

14. This offer is purely based on the information / documents provided by you and by accepting

the offer, you specifically authorize the Company or any external agency through Mahindra Satyam toverify your educational, employment antecedents, your conduct and any other background checks priorto your joining the Company or thereafter. You shall extend your co-operation (if asked for) duringsuch verification without any protest or demur.* You are requested to fill the enclosed Annexure - EMPLOYEE VERIFICATION FORM, completein all respect and bring it along with all documents/testimonials at the time of your joining.

______________________________________________________________

This is to certify that I have gone through and understood all the terms and conditions mentioned inAnnexure-B and I hereby accept and agree to abide by them:

Name in Full:

Signature:

Address:

Date:

Place:




A N N E X U R E - C

At the time of joining, you are requested to bring the following documents in original, with a copyof each.

a) Certificate's supporting your educational qualifications along with mark sheets

. Xth Certificate & mark sheets

. XIIth Certificate & mark sheets

. Degree Certificate & Semester/year-wise Mark sheets

. Master's Certificate & Semester/year-wise Mark sheets

. Diploma/PG Diploma Certificate & Transcripts

. Any other Certificates with supporting documents - if any

b) Your latest Salary Slip or Salary Certificate

c) Your Relieving letter from your present organization.

d) Service Certificate from the present and all previous Employers

e) 2 Copies of Mahindra Satyam's offer of appointment

f) Form 16 or Taxable Income Statement duly certified by previous employer (Statement showingdeductions & Taxable Income with break-up)

g) Seven passport-sized color photographs

h) Valid Passport

Please submit copy of the valid Passport (inclusive of all blank pages). In case if you did notapply, please submit the proof of Passport Office submission ticket. Upon receipt of Passportfrom Passport Office, please submit the documents to VDS Joining Formalities Team.

i) PAN Card and Proof of PAN Number

You MUST carry and provide your PAN CARD copy. Please note that it is mandatory toprovide the PAN number for processing of your payroll and no payments on account of salariescan be made without a PAN Number.

j) Birth Certificate - should be from the Municipal Office on Form 9 of self, spouse & children(if applicable) with full name of the individual, full name of the father, full name of themother, date of birth and place of birth

k) Personal data form, enclosed to be filled-in completely and submitted at the time of joining

l) Duly cancelled/void cheque for an ICICI/HDFC/CITIBANK/KOTAK/IDBI Existing A/c / Newsalary A/c

Your offer has been made based on the information furnished by you. However, if there is adiscrepancy in the copies of the documents / certificates given by you as a proof in support of theabove, the Company reserves the right to revoke the offer at any time during your service.

Please bring all the certificates supporting your educational qualifications along with mark sheets inoriginal for verification only.



A N N E X U R E - D

Pre-Employment Medical Examination

Ref :SCSL/ICE/BLR/1069743 /182652 December 26, 2012


As a mandatory part of the pre employment process, please complete Medical Test formalities in anyof these locations.

HYDERABAD CHENNAISuper Religare Laboratories Ltd. Super Religare LaboratoriesG-2,Mandhana Tower,Opp:Indian Bank, Wellness CentreAdj: Monster.com,Dharam Karam Road, AB-46,1ST Street, 6th Main Road,Ameerpet, Hyderabad - 16. (Opp Iyappan Temple),Annanagar,Tel: 040-39401111,040-39135600 Chennai - 600040.Vijaya Diagnostic Centre Ph : 044 - 26204704 / 053-6-16 & 17, Street No. 19Himayatnagar, Hyderabad - 29.Ph: 040 2342 0422 to 27Fax: 040 2342 5087Mob: 0091 98665 00238VIZAG BANGALORE,Vijaya Diagnostic Centre Pvt Ltd, SRL Ranbaxy Ltd,KGH up road, Jagadamba junction road, 47,Millers Road,Off Cunningham Road,near masjid, Vishakapatnam - 530020. Opp. Bhagwan Mahavir JainHospital,Mob:8790433444, Tel No:0891-2560666. Bangalore-52PUNE Tel No.:080-44121212SRL Ranbaxy LimitedMatrix IT Park,Ground Floor,Near Shopper Stop,Wakdewadi,Shivaji Nagar,Pune-411005.Tel No.:020-30251200 / 020-39401111

.....Cont. in Page:2

MUMBAI BHUBANESWARSRL Ranbaxy Ltd. Neelachal Hosptial Pvt. Ltd,Plot No.113, MIDC,15th Street Unit-3,Andheri (East),Mumbai - 400093 Bhubaneswar: 751001,Tel No :022-67801234/44,30811111 Tel No :0674-2536590-94.NEW DELHI KOLKATASRL RANBAXY LIMITED Super Religare Laboratories LtdC -57, Ground Floor Midland Park, Sector V, AN BlockPreet Vihar,New Delhi Saltlake Byepass Road,Kolkata,-711 102,TelNo:011-30217200 EXT 202 Tel:91 33 30203400/30203444/+919830806390MP Diagnostic Heart CentreW 33,Greater Kailash I (next to M-Block)Greater Kailash PartNew Delhi: 110048Tel No : 011-29234830/9831/5065GURGAON AHMEDABADSRL Ranbaxy Limited SRL Ranbaxy LimitedGP-26, Maruti Industrial Estate 101-102 1st Floor,The Grand Mall,Udyog Vihar Opp.SBJ Zonal Office,Near CN VidyalayaSector-18 Ambawadi,Ahmedabad-380015Gurgaon-122015 Tel No.:079-30612200/39401111Tel No.:022 - 67801234 / 1244

The physician can be contacted between 8:30 AM - 4:00 PM and 4:30 PM - 8:00 PM. Request youto take prior appointment (at least 24 Hrs in advance) to avoid any inconvenience at the medicalcenter.

The reports pertaining to the above can be directly sent to Ms. RUPALI MATHIA at MahindraSatyam., SDC - BANGALORE, ITC 3, B Wing, 1st floor, Site NO.44(P), 46(P), KIADBINDUSTRIAL AREA, ELECTRONIC CITY, PHASE - II, BANGALORE - 561229, Tel. 080-67807506 with the Doctor's recommendation.

Yours sincerely,for Satyam Computer Services Limited ,("Mahindra Satyam").




A N N E X U R E - R

Ref:SCSL/ICE/BLR/1069743/182652 December26, 2012

Name : Mr Uma Shankar NBand : TFrom : HYDERABAD To : BANGALORE

RE-LOCATION EXPENSES :

You are eligible for Re-location in the following cases :

1. You can claim Re-location Expenses Rs.30,000 (Rupees Thirty Thousand Only) on actual up tothe limits specified in the offer letter.

2. The allowance applicable includes the expenses incurred by you towards:

a. Travel for self & immediate family (i.e. parents, spouse and children) by Train II ACsleeper from your current location to the destination for domestic relocation's and by air forrelocation's from overseas.

b. Packing & Transportation of goods (including loading & unloading charges).

c. Movement of vehicles owned by the associate only by road or train (applicable in Indiaonly).

3. The allowance will be paid only against the bills produced by you. The documentation required,in Original are:

a. Train Tickets / Air Tickets and Boarding Pass.

b. Shipment Invoice, Lorry Longway Receipt and Revenue Payment Receipts all need to besubmitted.

c. Original Letter of Annexure R duly signed by you.

4. The allowance is payable only after completion of one month of service with the organization.

5. The allowance need to submitted within 4 months from date of joining.

for Satyam Computer Services Limited ("Mahindra Satyam").




A N N E X U R E - N

December 26, 2012 Ref:SCSL/ICE/BLR/1069743/182652

Name : Mr Uma Shankar NBand : T

1. NOTICE PERIOD PAY:

- If Company specifically requests you to join its services forthwith, the following Stipulationsare applicable for Reimbursement of Notice Period Pay :

. Reimbursement can be claimed on actual up to the limits specified or agreed at the timeof the offer to a maximum of two months basic salary drawn by the associate fromhis/her last employment before joining Mahindra Satyam.

. The reimbursement will be paid only against the bills produced by you.

. The above amount stands recoverable in FULL (along-with the Full & Final Settlement)in the event you resign from the services of the company within 12 months from theDate of your joining.

2. The documentation required, in Original is :

- Final settlement on the company's letterhead duly attested by the previous employer whereindetails of basic pay shall also be mentioned.

- Leave encashment or other allowances settled against notice period will not be considered forreimbursement.

3. The allowance is payable only after completion of one month of service with the organization.






Intellectual Property Assignment

Associate Name: ____________________Associate ID No: ____________________Date: ___________________

In consideration of my employment with Satyam Computer Services Limited and in view of the confidential natureof employment by reason of which I will obtain and have obtained special knowledge of Satyam Computer ServicesLimited (hereinafter called Mahindra Satyam) and business, its necessities and plans and the information of itscustomer, I hereby agree as follows:

(a) Intellectual Property AssignmentI hereby assign, to Mahindra Satyam or its successor, designees or assigns, any and all rights in any design,invention, discovery, or other intellectual property (including without limitation, right to apply for and obtain apatent) which I may create, develop or assist in creating of developing during my employment which design,inventions, discovery and other intellectual property relate to services provided/ to be provided or products orsystems manufactured or developed or licensed or sold by Mahindra Satyam whenever made by me and for anywork made and/or created or cause to made and/or created in the course of my employment whether on thecustomer project or otherwise.

Mahindra Satyam shall be the first owner of the copyrights therein and for work made and/or created or cause tomade and/or created in the course of my employment. If by virtue of any law or any judgment, Mahindra Satyamis not the first owner, then I hereby assign, exclusively and irrevocably, the same, wholly and generally, foreverthrough out the world, without any obligation of payment of royalty or any other sum of money or benefit(s), thewhole of the copyright(s) in all such work(s) and further waive all my moral rights wholly in favor of MahindraSatyam. I also agree to sign on demand, whether during the employment or any time thereafter, any papers and doany acts which may be deemed necessary or desirable by Mahindra Satyam to secure to Mahindra Satyam, itssuccessors, designees, or assign, any right relating to such design, invention, discovery, copyright or intellectualproperty and improvement including patents in India or any other foreign country.

(b) Restrictions after Termination

I further agree upon termination of my employment to surrender to Mahindra Satyam all software programs, data(whether in hard copy form or in electronic form), notebooks, designs, drawings, blueprints, writings, manuals,price books, any business or market information, business and technical brochures, service models and techniquesand other documents and materials (including all copies) then in my possession or control, which relate in any wayto the business, research, development, sales, sales promotions, marketing or customer's information or otheractivities of Mahindra Satyam. The obligations stated under this Agreement shall survive the termination ordiscontinuation of my employment with Mahindra Satyam.

WITNESSED Uma Shankar N_______________________ __________________



Confidentiality AgreementI understand during my employment with Mahindra Satyam, I will have access to information for its customers,suppliers, vendors and licensors, any or all of which are referred to in this agreement as Satyam ComputersServices Ltd ("Mahindra Satyam"). I also understand that this information, whether technical or non technical iscommercially valuable. It is referred to in this agreement as "confidential information".

A few examples of confidential information are given below. However these examples do not list all of the typesof confidential information which I may develop or to which I may have access:1. Information of a business nature such as marketing, underwriting, employee customer and claimant data,

sales, and list of customers, including future developments and planning concerning them.2. Computers/software programs and associated documentation and material which are propriety to Mahindra

Satyam or which Mahindra Satyam is under an obligation to prevent this disclosure.3. Information from Mahindra Satyam's vendor and supplier which is confidential, propriety or copyrighted.4. I hereby agree that :

. The confidential information shall remain the sole and exclusive propriety of Mahindra Satyam and Ishall regard it as confidential and secret information.

. The confidential information is the property considered to be the trade secrets of Mahindra Satyambecause it involves processes and compilation of information which are secret, confidential, and notgenerally known to the public and which are the products of expenditure of time , effort, money, and/or creative skills of Mahindra Satyam

. The use of confidential information is furnished to me during my employment on a confidential andsecret basis for a sole and exclusive use and pursuing my employment duties at Mahindra Satyam.

. I will not, during and after my employment at Mahindra Satyam, publish, disclosed, or otherwisedivulge the confidential information to any person not specifically authorized by Mahindra Satyam toreceive such information.

. I will not copy and confidential information for any purpose except with the express consent of theMahindra Satyam officials or the expressed written authorization of the third party owner.

. Upon termination of my employment with Mahindra Satyam, or at any other time at Mahindra Satyamrequest , I agree to return promptly to Mahindra Satyam, all confidential information, including butnot limited to all manuals , letters , notes, notebooks, reports, formulae, computer programs andassociated documentation and material , memoranda, customer list and all other materials and allcopies of them relating in any way to Mahindra Satyam , which in any way were obtained by meduring my employment at Mahindra Satyam , which are in my possession or under my control. Ifurther agree that I will not make or retain any copies of the above mentioned information and willso represent to Mahindra Satyam upon termination of my employment.

. I agree to indemnify Mahindra Satyam for all losses, damages , claims, costs including claims fromthird parties for violation of the terms contained herein.

. This confidentiality agreement will continue to be in effect after the termination of my employmentwith Mahindra Satyam.

IF any provision of this agreement is declared invalid or unenforceable with respect to a particularoccurrence or circumstance or otherwise, that will not affect the validity, enforceability, orapplicability of any other provision of this agreement.

Name:Signature:Date:



________________ __________________ __________________ _________ ________ ________ _________ __________ __Satyam Computer Services Ltd

Info City, Unit-12, Plot No.35 & 36, Hitech City Layout, Sy No.64Madhapur, Hyderabad-500081 Tel: + 91-40-3063-6363 Fax: + 91-40-4022-4122

Satyam Computer Services Ltd. Agreement-General("MAHINDRA SATYAM") Covenant Against Disclosure and

Covenant Not to Compete/Non-Solicitation

In consideration of my employment at Satyam Computer Services Ltd.

("Mahindra Satyam"), and in consideration of the wages or salary to

be paid to me, and regardless of the duration of my employment, I

enter into the following agreements:

1. I agree to perform competently, diligently, reliably, and to the best

of my ability all duties required of me from time to time by Mahindra

Satyam. I shall not directly or indirectly, either as an employee,

employer, consultant, agent, principal, partner, stockholder, corporate

officer, director or in any other individual or representative capacity,

engage or participate in any business that is in competition in any

manner whatsoever with the business of Mahindra Satyam during the

term of my employment with Mahindra Satyam, either within or

outside of business hours.

2. I acknowledge and agree that I am bound by all of the terms and

conditions of my Service Agreement in addition to the terms and

conditions of this agreement.

3. Actions Required on Termination: Upon termination of my

employment at Mahindra Satyam, whether voluntary or involuntary (or

at any other time upon the request of Mahindra Satyam), I shall return

to Mahindra Satyam all of its property of which I have had custody,

including all manuals, notebooks, supplies, credit cards, keys, disks,

tapes, records, statistics, data and Confidential Information (defined

herein) for which I have acquired by virtue of my employment,

regardless of form or media.

4. Covenant Against Disclosure: I understand that it may be

desirable and necessary for Mahindra Satyam or any of its suppliers,

licensors, licensees or customers to disclose to me information which

may include, by way of illustration and not by way of limitation,

technical information, designs, drawings, processes, systems, procedures,

formulae, testdata, improvements, price lists, financial data, code books,

invoices, financial statements and other financial information, computer

programs, disks, printouts, sketches, customer and prospect contacts,

customer and prospect lists, names, addresses or any other compilation

of information written or unwritten (both individually and collectively

referred to herein as "Confidential Information") during the course of

my employment.

Because I will have access to and become familiar with such

Confidential Information, I hereby agree to accept and retain such

Confidential Information in confidence and agree, at all times

during or after the termination of my employment, not to, directly

or indirectly, disclose, reveal, use, copyright or patent such

Confidential Information, without the prior written consent of an

authorized officer of Mahindra Satyam. I also agree to keep the

contractual relationships of Mahindra Satyam with its suppliers,

licensors, licensees, customers, contractors, and subcontractors

confidential, including the names, addresses, or special requirements

of Mahindra Satyam's customers. This Section 4 is intended to

apply to all materials, which I may compile, as well as to all

materials furnished to me by anyone else in connection with my

employment.

a. Because it may not be clear to Employee which information is

Confidential Information, in order to minimize the possibility of

inadvertent disclosure, Employee agrees to consult with Mahindra

Satyam before making any disclosure of information covered by

this Agreement.

b. Employee may disclose information if such disclosure is directly

pursuant to a valid and existing order of a court, or a

governmental body or agency, within India; provided, however,

that prior to such disclosure, the Employee (i) notifies Mahindra

Satyam in writing of the prospective order, or proceeding giving

rise to such order, and (ii) Mahindra Satyam has had the

opportunity to prevent or limit such disclosure.

c. In the event of a breach or threatened breach of this Section 4

by Employee, Mahindra Satyam shall be entitled, in addition to all

other remedies otherwise available to Mahindra Satyam, to and

Employee hereby consents to the issuance thereof forthwith in any

court of competent jurisdiction without proof of specific damages.

Employee waives any requirement for a bond in connection with

any temporary or pendente lite injunctive relief.

d. In the event that Mahindra Satyam shall enforce any part of this

Agreement through legal proceedings and obtains any judgment or

order in such proceedings, Employee agrees to pay to Mahindra

Satyam any costs and attorneys' fees reasonably incurred by

Mahindra Satyam in connection with obtaining such judgment or

order.





If any court should hold any part of the covenants set forth herein to

be unreasonable, or otherwise unenforceable, the parties expressly agree

that the covenants set forth herein shall be enforced to the extent that

would otherwise be deemed reasonable or enforceable. In the event of

any breach by Employee, the Non-Compete Period shall be extended

on a per diem basis for the period that Employee is in breach.

5. Ownership of Work Product: Mahindra Satyam shall be the sole

owner of all of my work product. For this purpose, "work product"

means all inventions, improvements, discoveries, documentation,

programming and technology (including all associated intellectual

property rights) that I may create (alone or with others, at work or

elsewhere, during or after the normal workday) relating to the work I

do, the business of Mahindra Satyam or any research or development

conducted by Mahindra Satyam. I agree to assign, disclose and deliver

to Mahindra Satyam, as Satyam's property, all right and evidence I

may have or acquire with respect to any and all work product, and I

agree to take such further actions and sign such further instruments as

Mahindra Satyam may request from time to time to protect and

defend its ownership of any and all work product. I understand that

disclosure of my suggestions and ideas is encouraged.

6. Partial Restriction on Post-Termination Competition: Background. Mahindra Satyam expects to invest considerable time,

effort and capital in enhancing the value and desirability of my skills.

Both this investment and my compensation reflect Mahindra Satyam's

expectation of receiving a considerable return from the exclusive use of

my services and know-how in the future, free from any danger that

Mahindra Satyam's customers or competitors may attempt to cause

me to leave Mahindra Satyam and wrongfully gain the benefit of

Mahindra Satyam's investment. The partial restraint set forth in this

Section 6 does not, and cannot, provide complete protection for

Mahindra Satyam's investment, development efforts, product, strategy,

proprietary and Confidential Information, but Mahindra Satyam

believes that in combination with the other provisions of this

Agreement, it is the most fair and reasonable measure to protect

Mahindra Satyam's interest, giving due regard to both my interests

and the interests of Mahindra Satyam.

Covenant Not To Compete: I hereby covenant and agree as

a part of and ancillary to this Agreement that for the two years

period following the termination of my employment with Mahindra

Satyam (irrespective of the reason for or such termination),

(a) I will not solicit, or attempt to solicit, or cause any

third party to solicit, directly or indirectly, any customer of

Mahindra Satyam for the purpose of selling or licensing products

or services that are then competitive with the products and

services that are then available to that customer from

Mahindra Satyam; provided, however, that this restriction

shall apply only to customers of Mahindra Satyam with whom I

actually have material contact (meaning direct interaction, such

as through sales calls, presentations or other business dealings)

in the course of performing my employment duties for

Mahindra Satyam within the two years period preceding the date

my employment with Mahindra Satyam ends. It is understood that

this restriction is necessary to avoid possible compromise of

Confidential Information and business interest;

(b) I will not (1) seek or obtain employment of any kind by any

means, directly or indirectly, as either employee, agent or

consultant, with any customer of Mahindra Satyam's for which I

am providing services on behalf of Mahindra Satyam that are

competitive with the products and services available to the client

from Mahindra Satyam, provided however, that this restriction shall

apply only to employment to perform the same or substantially

similar services that I am performing for the client as a Mahindra

Satyam employee; or (2) induce or solicit any employee of

Mahindra Satyam to seek or obtain such employment with a

customer of Mahindra Satyam. This restriction applies to my

acceptance of any employment by a customer through general

advertising or third party recruitment;





I accept and agree that the above covenants (a) and (b) are reasonable

restrictions imposed with an objective to protect Mahindra Satyam's

legitimate business interests and proprietary and confidential information.

Given the compensation and benefits provided to me, I agree that the

restriction as to time and scope contained herein are reasonable and

necessary to protect Mahindra Satyam's business interests and

proprietary information. I have sufficient skills to find alternative,

commensurate employment that would not violate the terms of this

undertaking. I acknowledge that adherence to this undertaking shall not

deprive me of the ability to earn a living or support my

dependents.This restriction is necessary to avoid possible compromise of

Confidential Information and business interest;

In the event of any violation of the terms of this clause, I agree that I

shall be liable to Mahindra Satyam for liquidated damages in the

amount of the gross salary earned by me during the preceding two

years from the date of such breach. I acknowledge and agree that said

amount constitutes liquidated damages and not a penalty, and that the

amount is a reasonable and fair estimate of the actual damages that

Mahindra Satyam would incur upon such breach...

Following the expiration of the two years period described

herein, I shall continue to be obligated under the Covenant

Against Disclosure in Section 4 so long as such Confidential

Information remains proprietary or protectable as confidential or trade

secret information.

7. Compliance Not Contingent Upon Additional Consideration :

I understand and acknowledge that the wages, compensation,

benefits training and experience that Mahindra Satyam provides to

me shall be full and sufficient consideration for the promises

contained in this Agreement. I have not been promised, and shall

not claim, any additional or special payment or compliance with

the covenants and agreements herein.

8. Damages and remedies: I acknowledge and agree that if

violate this Agreement, Mahindra Satyam may take legal action

against me as follows: (1) Mahindra Satyam may take legal

action in the court specified below in Paragraph 13 for the

liquidated damages specified in Paragraph 6 above and (2) a

violation of this Agreement is likely to cause severe and irreparable

Cause injury to the business, good will,client relations and

proprietary information of Mahindra Satyam, an injury that is

not adequately compensable by money damages alone. Accordingly,

in the event of a breach (or threatened or attempted breach) of

this Agreement, Mahindra Satyam shall, in addition to any

other rights and remedies, be entitled to immediate,

appropriate injunctive relief, or a decree of specific

performance of this Agreement, without the necessity of

showing any irreparable injury or special damages, in any

court of competent jurisdiction.

9. Severability: Each paragraph and provision of this Agreement

is severable from the contract and if one provision is declared

invalid, the remaining provisions shall nevertheless remain in full

force and effect. Further, the invalid provision or part shall remain

enforceable to the extent permitted by law.





10.Entire Agreement: This Agreement reflects the full and complete

agreement between myself and Mahindra Satyam on the subjects

covered herein and supersedes and replaces all prior negotiations or

agreements, whether written or oral. This Agreement shall only be

modified, altered or replaced by a subsequent writing, signed by myself

and an authorized officer of Mahindra Satyam.

11 Binding Effect: This Agreement shall inure to the benefit of, and

be binding upon, my heirs, executors, administrators and personal

representatives as well as the subsidiaries and affiliates of Mahindra

Satyam (together with their successors and assigns).

Executed this _______day of______, 2012

12. Choice of Law: This Agreement will be governed and

controlled in all respects by the laws of the India.

13. Choice of Forum: The parties submit to the jurisdiction

and venue of India with respect to any action arising, directly

or indirectly, out of this Agreement or the performance or breach

of this Agreement. The parties stipulate that the venues referenced

in this Agreement are convenient.

For and on Behalf of

Satyam Computer Services Ltd("Mahindra Satyam")

Krishna Kumar

HEAD, RESOURCE MANAGEMENT GROUP. Title