Tech Mahindra Ltd.

Level-6, Southern Cross Building,

59-67 High Street,
Auckland Central - 1010, New
Zealand.
Registered Office:
Gateway Building, Apollo Bunder,
Mumbai 400 001, India
CIN L64200MH1986PLC041370
www.techmahindra.com

Ref: JO/Applicant ID/ NZL /Permt 29-Apr-19

Dear NAME,

It is our pleasure to write this letter extending you an offer of employment with Tech Mahindra Ltd (“Tech
Mahindra”), New Zealand Branch in U1, U1 , designated as Associate - Customer Support commencing on
13-May-19 on the following terms and conditions. The details of your assignment location, allowances and
other matters, are set out in the attached Annexure(s). Please read this offer letter carefully and execute it at
the end to signify your acceptance.

Conditional Offer
Tech Mahindra has entered into an agreement to provide a range of services to Vodafone New Zealand
Limited (“Vodafone”) and is in the process of finalising the commercial arrangement. As part of that agreement,
Tech Mahindra is pleased to make this offer of employment to you. In addition to your agreement to the terms
and conditions of this employment agreement, this offer is also conditional on the following:
1. Tech Mahindra and Vodafone finalising the commercial arrangement and signing a Supply
Agreement prior to the Commencement Date; and
2. Your agreement that this offer of employment satisfies the employment protection provisions of your
employment agreement with Vodafone and your agreement that you waive any claim or right to
redundancy compensation or notice that you might otherwise have with Vodafone.

Service Date and Entitlements

When your employment ends with Vodafone, you will be paid by Vodafone for any leave entitlements that you
have including any annual leave or alternative holidays that you have. Your service with Vodafone will be
recognised for the purpose of all service related entitlements. In relation to specific entitlements, this means:
 You will be entitled to sick leave from your first day of employment with Tech Mahindra, and your
starting balance will be 0.
 You will commence accruing annual leave from your first day of employment with Tech Mahindra
 You will be entitled to bereavement leave from your first day of employment with Tech Mahindra
 Any entitlement to parental leave will be based on your Service Date with Vodafone
Acceptance
As a condition to your acceptance of employment with Tech Mahindra, we require you to execute all of the
attached Annexure(s) and incorporated by reference.

Please review the enclosed documentation and, if you choose to accept this offer:

(a) Sign a copy of this letter, initialling each page;

(b) Complete all relevant enclosed documentation, initialling each page; and
(c) Return a signed copy to Shruti Menon by close of business, 06th May 2019, after which time this offer
will expire if it has not been accepted by you.

You are encouraged to seek independent advice about this offer of employment.

If you wish to clarify anything about this offer, do not hesitate to contact Ms Shruti Menon (
SM00600972@TechMahindra.com) at Christchurch. We wish you the very best in your assignment and do
hope that our relationship will be mutually beneficial.

Sincerely,

For Tech Mahindra Limited (“Tech Mahindra”).

Suchitra S. Kerkar
Global Head – Human Resources (BPS)

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Acknowledgement and Acceptance of Terms and Conditions

I acknowledge and agree that:

1. I have read and accepted the terms and conditions of my employment as offered by Tech Mahindra in its
letter of offer and Annexures.
2. I agree that terms and conditions as offered in this offer of employment supersede and replace all prior
negotiations or agreements, whether written or oral. This agreement reflects the full and complete
agreement between me and Tech Mahindra.
3. I have had the opportunity to seek independent advice prior to accepting this offer of employment.
4. In accepting this offer of employment I have not relied solely on the advice of Tech Mahindra or any of its
representatives about what the terms and conditions mean.
5. I agree that this offer of employment satisfies the employment protection provisions of my employment
agreement with Vodafone and I waive any claim or right to redundancy compensation or notice that I
might otherwise have with Vodafone.
6. I understand and agree that this offer of employment is subject to Tech Mahindra and Vodafone finalising
the commercial arrangement and signing a Supply Agreement prior to the Commencement Date.
7. I have completed, signed (initialling each page where applicable), and enclosed the following
documentation:

 A signed copy of this Acknowledgement and Acceptance Form

 A complete copy of the offer of employment, initialling each page
 A signed copy of the IR330 Tax Declaration form

______________________ ____________________
Name of agent Date

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Standard Terms and Conditions of Employment

1. Tenure: You are employed as a permanent employee commencing on 13-May-19. Where relevant,
this is subject to you maintaining a valid work visa to work in New Zealand and to work for Tech
Mahindra.

2. Location: You shall perform your duties in Christchurch, New Zealand at Tech Mahindra’s client's
premises as instructed from time to time by the Company. The performance of your duties may from
time to time require travel within and outside New Zealand in order to promote the Company's interests

The performance of your duties may also need you to relocate to another location or base location,
including one outside of New Zealand, should the operation of the business require this. Any such
relocation would be undertaken subsequent to reasonable notice and consultation, in accordance with
Tech Mahindra’s good faith obligations. In these circumstances you undertake that your co-operation
with such relocation would not be unreasonably withheld. However, where the relocation is reasonably
considered as significant and where you do not agree to relocate, the restructure provisions of this
agreement would apply.

3. Responsibilities: The job description may from time to time be amended by the Company at its
discretion and you may be required within reason to undertake additional or other duties as necessary
to meet the needs of the business from time to time.

As part of a customer-focused attitude, we need to be flexible in what we do and how we do it. This
may mean performing duties and undertaking instructions that are reasonably consistent with your job
title. It also means devoting your full time, attention and abilities to the performance of your
assignment(s), to act in the best interests of the Company, and to act consistently with Tech Mahindra's
policies and standards in force from time to time.

4. Working Hours: Your normal hours of work are (9 a.m. to 5 p.m. Monday to Friday) amounting to 40
hours per week

You are entitled to rest and meal breaks based on the hours you are employed to work. The timing of
your breaks will be in agreement with your manager. The breaks are as follows:
 Work period between 2 and 4 hours: You are entitled to one 10 minute paid rest break
 Work period between 4 and 6 hours: You are entitled to one 10 minute paid rest break, and
one 30 minute unpaid meal break
 Work period between 6 and 8 hours: You are entitled to two 10 minute paid rest breaks, and
one 30 minute unpaid meal break.

You may be required to work additional hours/ in different shifts if Tech Mahindra / its Clients require
you to do so. You shall provide details regarding the utilisation of your time by entering the same into
Tech Mahindra's web-based electronic timesheets on a daily basis. In case you are attached to any
project where the client may have a requirement of recording specific time-efforts, you shall comply
with such requirement in addition to Tech Mahindra's Timesheets.

5. Compensation & Benefits: Your remuneration is set out in Annexure A. You shall not disclose the
terms of your remuneration to third parties including other associates of the Company.

6. Deductions and Repayments: Tech Mahindra shall make necessary statutory deductions from your
gross salary and directly pay on your behalf to the concerned authorities.

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 By signing this agreement you agree that Tech Mahindra may make deductions from your regular pay
or your final pay where there is a valid reason for doing so. Where this occurs, Tech Mahindra will notify
you prior to making a deduction. Some examples of where a deduction may be made include (but are
not limited to):
 An overpayment;
 Tech Mahindra has incurred a personal debt on your behalf, such as a telephone expense;
 You have damaged Tech Mahindra property; or
 You have used leave in advance of entitlement.
Where your final pay is insufficient to repay a debt, you agree that Tech Mahindra may require you to
repay the outstanding balance

7. Insurance: You and your immediate family, as applicable, will receive Health and Welfare Insurance
as per Tech Mahindra's insurance scheme. The Company reserves the right to terminate its
participation in any of the schemes or substitute another scheme, or alter the benefits available to you
under any of the schemes. If a scheme provider (e.g. an insurance company) refuses for any reason
(whether under its own interpretation of the terms of the relevant insurance policy or otherwise) to
provide the relevant benefits to you under the applicable scheme, the Company shall not be liable to
provide or compensate you for the loss of such benefits.

8. Annual Leave: As per applicable Tech Mahindra's policy and the Holidays Act 2003, you will be entitled
to 4 weeks annual leave for each completed 12 months of employment. You are required to give 3
weeks’ notice for leave to your Reporting Manager. You shall be entitled to other types of leave as per
the applicable policy.

9. Public Holidays: The Holidays Act 2003 sets out your entitlements in relation to Public Holidays. You
are entitled to be paid for a Public Holiday if it falls on a day on which you ordinarily work or are rostered
to work. If you work a roster and you are not rostered to work on a Public Holiday then that day will not
be an ordinary working day for you.

The Company may require you to work on a Public Holiday. If you are on call on a Public Holiday but
you are not unreasonably restricted from having a holiday then you will not be entitled to be an
alternative holiday for that day. For example, having to have a pager or cell phone with you does not
mean you are unreasonably restricted. If you are required to work on a Public Holiday, you will be paid
at the rate of 1.5 for the hours worked and if that day is otherwise a working day for you, you will also
be entitled to an alternative day off on pay.

10. Sick Leave: You will be entitled to sick leave as per Tech Mahindra's Policy as applicable in the country
of your assignment. If you are absent from work on account of sickness or injury, you or someone on
your behalf should inform your Line Manager of the reason for your absence as soon as possible, but
no later than 10.00 a.m. on the working day on which absence first occurs. Where you are sick for three
or more working days or if you are not entitled to sick leave, you may be required to provide a medical
certificate at your own cost. If your manager requires one for absences of less than three days, this will
be paid for by the Company.

11. Bereavement Leave: You will be entitled to Bereavement Leave as per Tech Mahindra's Policy as
applicable in the country of your assignment.

12. Parental Leave: You will be entitled to Parental Leave as per Tech Mahindra's Policy as applicable in
the country of your assignment.

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13. Status Reports: You will provide Tech Mahindra with any reports that are deemed necessary, including
time sheets, periodic summaries of your work-related activities and professional accomplishments.

14. Confidentiality:

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

b) You must return to the Company, upon request, and in any event, upon termination of your
employment, all documents and tangible items which belong to the Company or which refer to any
confidential 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 reusable material
and destroy all other documents and tangible items which contain or refer to any confidential information
and which are in your possession or under your control.

d) You hereby confirm that you have been informed of the Company’s use of Associates’ personal data
in accordance with the New Zealand Privacy Act 1993.

You hereby waive any right of retention in this respect.

You shall execute / sign the Confidentiality Agreement / Covenant as and when required by Tech
Mahindra or the Client.

15. Intellectual Property Rights: You agree to disclose any invention, development, process, plan,
design, formula, specification, programme or other matter of work whatsoever (collectively "the
Inventions") created, developed or discovered by you, either alone or in concert, in the course of your
employment and the same shall be the absolute property of the Company. Any Intellectual Property
Rights and rights to inventions arising out of your activities hereunder, or if ownership rights cannot be
transferred under applicable law, any exploitation rights relating thereto, shall be transferred to the
Company in accordance with applicable law. You shall, as and when requested by the Company (at
Company's cost and expense), assist the Company in perfecting the Intellectual Property Rights in any
manner the Company deems fit.

You shall execute / sign the Intellectual Property Rights Assignment document as and when required
by Tech Mahindra or the Client.

16. Exclusive Employment and Conflict of Interest: During your employment, where Tech Mahindra has
genuine reasons based on reasonable grounds, it may prohibit you from taking up any other
employment, profession, vocation or calling either by yourself or through partnership or any other form
of association or business.

Genuine reasons may include but are not limited to:

 Where your involvement is likely to conflict with your ability to fulfil the duties of your position;
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  Where your involvement may present a conflict of interest to your obligations to Tech
Mahindra;
 Protecting Tech Mahindra’s commercially sensitive information;
 Protecting Tech Mahindra’s intellectual property rights;
 Protecting Tech Mahindra’s commercial reputation

However, this does not preclude you holding up to 5% of any class of securities in any company which
is quoted on a recognised Stock Exchange. Membership in the board of directors or supervisory board
of other enterprises shall be subject to the Company's prior written consent.

17. Non-Solicitation / Non-Compete:

You acknowledge that you have signed a Covenant Against Disclosure and a Covenant Not to
Compete/Non-Solicitation ("Covenant"), which is incorporated into this Agreement by reference and is
made a part of this Agreement, and that it constitutes an integral part of the terms of your employment.
In the Covenant, you have agreed that for a period of 3 months following termination of your
employment for any reason whatsoever

(a) In order to protect Tech Mahindra’s proprietary interests, you will not compete with Tech Mahindra
by joining a competitor
(b) You will not interfere with its business relations, including but not limited to soliciting or providing
services to any of Tech Mahindra's clients (except as directed by Tech Mahindra), directly or indirectly
(c) You will not be employed by a client of Tech Mahindra for which you performed services while
employed by Tech Mahindra and
(d) You will not solicit or induce Tech Mahindra Associates to join a client or to compete with Tech
Mahindra.

e) You undertake not to solicit or induce or endeavour to solicit or induce any consultant, supplier or
service provider to cease to deal with the Company and shall not interfere in any way with any
relationship between a consultant, a supplier or a service provider and the Company.
If for some reason part of this provision is found to be invalid, then you and Tech Mahindra agree to
request the Employment Relations Authority or Employment Court to make any necessary amendment
under section 8 of the Illegal Contracts Act 1970 so as to make it enforceable.

18. Termination:
You or Tech Mahindra may end your employment by giving one month’s notice in writing. If Tech
Mahindra chooses to, it may elect to pay all or part of the notice period to you in lieu of you working out
the required notice period. Tech Mahindra may also elect to place you on garden leave during some or
all of your notice period. In practice, this means that you will continue to be employed and paid during
this period but will not be permitted to perform any of your duties unless required to do so by Tech
Mahindra.

It is important that you give sufficient notice to assist Tech Mahindra in planning its work. Accordingly,
if you do not give sufficient notice then Tech Mahindra may choose after consultation with you, to deduct
from your final pay or require you to pay the equivalent remuneration for the shortfall in the notice
period.

In the event of serious misconduct or gross negligence by you and after an appropriate investigation
has been followed, Tech Mahindra may summarily dismiss you from your employment or implement

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 other disciplinary action. In the event of less serious misconduct or unsatisfactory performance, and
after an appropriate investigation has been followed, Tech Mahindra may implement disciplinary action
which may ultimately include dismissal on notice.

Examples of misconduct and serious misconduct are provided in Tech Mahindra’s policies.

For the avoidance of doubt, if you are employed on a fixed term and are dismissed, you will not be paid
for the remainder of the fixed term.

19. Suspension of Employment: If the Company considers it is necessary to undertake an investigation

into suspected misconduct or serious misconduct, it may, pending a duly constituted enquiry into the
alleged conduct in question, but without prejudice to its right of summary dismissal and without giving
rise to any claim for damages or otherwise against it, suspend the associate for the duration of the
investigation on pay, during which the associate shall -
 Not be entitled to work for the Company;
 Not be entitled to attend any meetings of the Company;
 Other than legislative entitlements, not be entitled to any of his or her benefits in terms of this
Agreement, other than his or her agreed remuneration and those benefits which are deducted
from his or her remuneration; and
 Remain available to attend meetings or adhere to reasonable instructions

The Company reserves the right to stop paying you if the suspension continues beyond 2 weeks.

20. Ending Employment on Medical Grounds:

If, due to your mental or physical health, you are unable to work in the capacity that you were employed,
Tech Mahindra may review whether it can continue with your employment. Tech Mahindra would first
discuss this with you and work with you to obtain appropriate medical information.
While you may have your own medical practitioners, Tech Mahindra may also require you to undertake
an examination from a provider of its choosing, in which case it will pay for the associated costs. You
will be required to provide Tech Mahindra with all relevant reports related to your condition.
After discussion with you, Tech Mahindra may decide to end your employment with four weeks’ notice.
However, if you are not working at the time, this notice would be unpaid. Tech Mahindra may also
explore whether other options may be viable, such as a gradual return to work or another agreed
employment arrangement.

21. Abandonment of Employment:

If you are absent from work, you must contact your manager as soon as possible. However, in the
event that you are absent for three consecutive days or more without consent, Tech Mahindra may
determine that you have abandoned your employment. Tech Mahindra management will attempt to
contact you during that time prior to making a decision.

22. Natural Disasters and Other Events:

Where Tech Mahindra needs to temporarily cease operation by reason of natural disaster, emergency
or extreme weather conditions, you will receive payment for the hours you would have worked during
the first 48 hours of any such cessation. Thereafter Tech Mahindra shall not be obliged to pay wages,
but you can elect to take entitled annual holidays to cover the remainder period of the closure.

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 Where these types of events occur, Tech Mahindra may require you to relocate to alternative premises
on a temporary or permanent basis or may assign you to alternate duties. It may also require you to
work from home for a reasonable duration in which case you agree that Tech Mahindra may require a
workplace assessment to be conducted of your home at Tech Mahindra’s cost and you agree to make
any reasonable adjustments to your home to meet the health and safety requirements.

If the event is such that Tech Mahindra considers you are unable to reasonably fulfil the duties of your
position within a reasonable timeframe then it may decide to terminate your employment with notice.
This would only occur after consultation with you.

23. Health and Safety:

Everyone at Tech Mahindra has an obligation to ensure the safety of each other and our customers.
To support this, there is a requirement that you adhere to the Health and Safety Policy, and any relevant
policies of customers for whom you work.
You agree to ensure that you will work safely at all times and report any conditions or practice that you
consider may have become unsafe. You agree to report any hazards, accidents or injuries as soon as
possible.

Where Tech Mahindra has reasonable grounds for concern that your health is affecting your safety at
work, or the safety of others in the workplace Tech Mahindra shall be entitled to require you to undergo
a medical examination, at Tech Mahindra's cost, by a registered medical practitioner nominated by
Tech Mahindra.

24. Performance Review: Your performance may be reviewed periodically as per Tech Mahindra's policies
during such assignment onsite and on your failing to meet Tech Mahindra's / clients requirements you
may be recalled from the assignment.

25. Anti-bribery: During the term of employment, you must at all times:
(a) Comply with all applicable laws, regulations, codes and sanctions relating to anti‐bribery and anti‐
corruption (the anti-bribery laws);

(b) Not engage in any activity, practice or conduct which would constitute, or be likely to constitute, an
offence under the anti-bribery laws;
(c) comply with all policies that the Company may introduce or implement from time to time which
directly or indirectly, deal with, or relate to, the anti-bribery laws; and
(d) Upon request by the Company, provide such evidence as the Company may reasonably require
demonstrating their compliance with this clause.

You expressly acknowledge and agree that any non‐compliance with the requirements of this clause
shall entitle the Company to terminate your employment contract with immediate effect and initiate
appropriate legal action against you.

26. Restructuring:
The needs of the business can change, which could potentially impact on the types of positions
required. If Tech Mahindra proposes to make changes to the way it operates and if the changes could
have a significant impact on your position, Tech Mahindra will consult with you prior to making any
decision.
If the decision is made to disestablish your position, then Tech Mahindra may elect to give you one
month’s notice of your employment ending or we may elect to pay part or all of your notice in lieu of
you having to work it out.

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 During your notice period, or prior to giving you notice, Tech Mahindra may explore alternative
employment options with you. If it makes an offer which is substantially similar to the position you are
in or makes an offer you are willing to accept then your employment will continue and you will not be
entitled to redundancy compensation.

27. Employment Protection Provision:

If Tech Mahindra proposes to sell, transfer, amalgamate, or assign part or all of its business, or
contracts all or part of it to a third party and, if in doing so, your position is impacted, Tech Mahindra
will endeavour to consult with you where practicable. Tech Mahindra will also ensure that any
negotiations with the third party will address what will happen to your position and whether you could
be offered the opportunity to transfer to the third party on generally no less favourable terms and
conditions.
If your position is disestablished and the third party offers you employment on terms and conditions
which are generally no less favourable as your Terms and Conditions with Tech Mahindra, then whether
or not you accept the offer, you will not be entitled to redundancy compensation or payment of notice
from Tech Mahindra.

You agree that Tech Mahindra may provide the third party with information on your current Terms and
Conditions to assist that party in considering making an offer of employment to you.
If your position is disestablished and you do not receive an offer from the third party or you choose not
to accept an offer which is not generally as favourable as your current terms and conditions then Tech
Mahindra will follow the process as outlined in the Restructuring section in this employment agreement.

28. Email Id: Email Id shall be used only for official purpose and the Company shall have all time,
ownership, access and right to use all information including emails of such mail id, during your
employment and after cession.

29. Governing Law and Jurisdiction: Your work in New Zealand shall be governed by, construed and
enforced in accordance with the laws of New Zealand. Any claims for damages for breach of this
Agreement shall be made in the courts of competent jurisdiction in New Zealand and the parties agree
to submit to the personal jurisdiction of such courts. Any claims for injunctive relief(s) arising out of this
Agreement may be brought in any court of competent jurisdiction.

30. Damages: You are aware that in order to fulfil your assignment, it will be necessary for Tech Mahindra
to make substantial efforts and incur expenses. In the event that you breach this agreement, by leaving
a project in violation of this agreement, Tech Mahindra shall have the right to seek actual damages,
including direct and consequential damages and loss of profits. In any action to enforce this Agreement,
the prevailing party may recover, in addition to damages and appropriate equitable relief, all attorneys’
fees and costs incurred. You and Tech Mahindra agree that if this issue arises and if a resolution is not
reached, the matter will be referred to mediation with the Ministry of Business Innovation and
Employment and that you and Tech Mahindra will seek to resolve the matter in good faith discussions.

31. Indemnification: You shall indemnify, defend and hold Tech Mahindra, its officers, directors,
associates and agents, harmless from any and all claims, causes of action, damages, obligations or
liabilities or any kind or nature arising out of or connected with any intentional or negligent act or
omission of yourself during the course of the employment with Tech Mahindra and thereafter.

32. Tech Mahindra Policies: You are required to comply with all the policies of the Company including but
not limited to the Code of Ethical Business Conduct, the Policy on Prevention of Sexual Harassment
and such other policies, as communicated to the associates of Tech Mahindra from time to time. In
case of any violation or failure to comply with such Company policy/policies, you shall be subjected to

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 the disciplinary action as per the Company policy. These policies are available on Tech Mahindra’s
intranet. You are requested to visit the site at frequent intervals to get all updates / changes. By signing
a copy of this letter, you are agreeing to visit the intranet site and get familiar with Tech Mahindra’s
policies. Tech Mahindra reserves the right to interpret, change, suspend or terminate any of its benefits,
policy plans or programmes in accordance with its needs from time to time.

33. Personal Indebtedness: Tech Mahindra shall not be responsible for personal indebtedness or other
liabilities incurred by you, during/prior to your employment with Tech Mahindra. You understand and
accept that you shall have no authority to pledge the credit of Tech Mahindra to any person or entity
without Tech Mahindra's prior written authorisation.

34. Resolving Employment Relationship Problems:

Sometimes a problem can arise in the employment relationship. You are encouraged to seek to resolve
problems with the person concerned or raise it with your manager. An explanation of how to address
an employment relationship problem is set out in this section.
What is an employment relationship problem?

It is a problem that arises in your employment relationship and it can include a personal grievance or a
dispute about the meaning or application of your terms and conditions.
Personal Grievance

A personal grievance may arise where you believe you have been unfairly treated or unjustifiably
dismissed.

If the employment relationship problem is a personal grievance then you must notify Tech Mahindra
within 90 days from the date when the alleged action giving rise to the grievance occurred or when it
first came to your notice, whichever is the later date.
Resolving an employment relationship problem

In the event that you have a problem at work of any type, you are encouraged to discuss this first with
your manager or with Human Resources.
In an effort to resolve a problem you have the opportunity to have a support person or representative
assist you through the process.
Where the employment relationship problem is a personal grievance involving allegations of
misconduct by another employee, discrimination, sexual or racial harassment or duress in relation to
membership of a union, then Tech Mahindra may carry out an investigation before taking any action or
proposing any solution in response to the problem.
If you or Tech Mahindra consider that the problem has not been resolved within a reasonable time then
either you or Tech Mahindra may refer the matter to the Ministry of Business Innovation and
Employment for mediation. If mediation leaves matters unresolved then either party has the right to
apply to the Employment Relations Authority to investigate and make a decision.

In the event that you are dismissed, you may ask Tech Mahindra for a written reason for the dismissal
within 60 days after the dismissal or after the date you become aware of it. Tech Mahindra is then
required to provide this within 14 days of being asked.
Services available for Resolution of Employment Relationship Problems

The Ministry of Business Innovation and Employment provides services to assist in resolving
employment relationship problems and information is available at their website
http://www.dol.govt.nz/er/. The services it provides are:

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  Information about employment rights and obligations. This service is free and is available
by contacting an office of the Ministry of Business Innovation and Employment or by
phoning toll free 0800 800 863. The Ministry of Business Innovation and Employment,
Employment Relations Service internet address is http://www.dol.govt.nz/er/ and they can
be contacted by e-mail at info@ers.dol.govt.nz.

 An independent, confidential and free Mediation Service. If a settlement is reached in

mediation, it is final which means that neither party can take the matter any further.
Either party has the right to apply to the Employment Relations Authority to investigate and determine
any unresolved employment problems.

35. Warranties:

You represent and acknowledge that you are not subject to any contractual or legal restriction pursuant
to an agreement with any prior employer which may prevent you from accepting this position as a Tech
Mahindra Associate.

This job offer and the Annexure(s)s incorporated herein by reference contain the entire agreement and
understanding between you and Tech Mahindra with respect to the terms and conditions of your
employment. No other promises, agreements or understandings, written or oral, not stated herein shall
be binding unless it is in writing and signed by you and an authorised representative of Tech Mahindra.

If any terms or provisions of this Agreement are held to be unenforceable for any reason, this
Agreement in all other respects shall remain in full force and effect.

36. Miscellaneous:

 The waiver by either party of a breach of any provision of this Agreement by the other party
shall not operate or be construed as a waiver of any subsequent breach.

 If any provision of this Agreement shall be declared to be illegal or unenforceable for any
reason, the remaining provisions of this Agreement shall remain in full force and effect.

 This Agreement may be executed in counterpart originals, each of which shall be deemed
an original.

 You shall not, without the Company's prior written consent, accept or demand loans, gifts,
other benefits, of promises thereof, from the Company's clients or other persons with whom
you have official or business contacts in the context of your activities for the Company.

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ANNEXURE – A
(All figures in local currency)
NAME AGENT NAME
BAND U1
SUB BAND U1
LOCATION Christchurch
CITY Christchurch

A. FIXED COMPENSATION NZD per Annum

Base salary $$$

TOTAL FIXED COMPENSATION $$$

NZD per Annum

B. VARIABLE PAY1
(Amount specified is at 100% pay out)
$$$

NZD per Annum

TOTAL GROSS SALARY (A+B)
$$$

Notes:
1. Variable pay shall be payable as per Commissions plan applicable for the Financial Year. The amount
stated above is at 100% payout. However, the actual payout may vary as per achievement. You are entitled
to participate in the Commissions scheme as published that covers your team and role as determined by
Tech M. Your participation in the scheme is subject to and in accordance with the terms of the scheme.
Your targets and measures will be determined by the rules of the scheme, and Variable Pay will be paid
monthly in arrears. Tech M will at its sole discretion vary the commission scheme in accordance with its
terms. We may also move you to a different commission scheme, cancel, replace or vary the scheme at our
sole discretion by giving you 30 days’ notice
2. KiwiSaver: KiwiSaver is a voluntary, work-based savings initiative to help New Zealanders with their long-
term saving for retirement. As part of this scheme associates can choose a contribution of either 3%, 4%
or 8% of your compensation. In the absence of any specific rate, default contribution of 3% will be deducted
as Employee contributions. In addition to your contribution, a maximum 4% will be contributed by Tech
Mahindra
For Tech Mahindra Limited (“Tech Mahindra”).

Suchitra S. Kerkar
Global Head – Human Resources (BPS) Signature

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ANNEXURE - B

Redundancy Compensation

Term of Employment Description

Redundancy compensation
for first 12 months with Tech
M for the period of service with Vodafone and for the period of service with Tech
In the event that you are made redundant within 12 months from the start of
employment with Tech M, you will be entitled to redundancy compensation
M, treated as a combined service only for the purpose of calculating the
redundancy compensation:
 6 week’s base salary for the 1st completed year of employment; and
 1 week’s base salary for each completed 6 month period of service
including the period with Tech M
Provided that the maximum amount payable will be 26 weeks base salary in
total

Redundancy compensation In the event that you are made redundant after completing 1 year of
from 2nd year of employment employment with Tech M, you will be not be entitled to redundancy
with Tech M compensation for the service you had with Vodafone. Instead, you will be
entitled to a total of 4 weeks’ base salary as redundancy compensation.

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ANNEXURE - C

Confidentiality Agreement

I understand during my employment with Tech Mahindra Ltd, 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 Tech
Mahindra Ltd (“Tech Mahindra”). I also understand that this information, whether technical or non-technical is
commercially 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
types of Confidential Information which I may develop or to which I may have access:

1) Information of a business nature such as marketing, underwriting, Associate customer and claimant data,
sales, and list of customers, including future developments and planning concerning them.
2) Computer /software programme, associated documentation and material which is propriety to Tech
Mahindra or which Tech Mahindra is under an obligation to prevent this disclosure.
3) Information from Tech Mahindra’s vendor and supplier which is confidential, propriety or copyrighted.

I hereby agree that:

 The confidential information shall remain the sole and exclusive propriety of Tech Mahindra and I shall
regard it as confidential and secret information.
 The confidential information is the property considered to be the trade secrets of Tech Mahindra because
it involves processes and compilation of information which are secret, confidential, and not generally
known to the public and which are the products of expenditure of time, effort, money, and /or creative
skills of Tech Mahindra.
 The use of confidential information is furnished to me during my employment on a confidential and secret
basis for a sole and exclusive use and pursuing my employment duties at Tech Mahindra.
 I will not, during and after my employment at Tech Mahindra, publish, disclose, or otherwise divulge the
confidential information to any person not specifically authorised by Tech Mahindra to receive such
information.
 I will not copy any confidential information for any purpose except with the express consent of the Tech
Mahindra officials or the expressed written authorisation of the third party owner.
 Upon termination of my employment with Tech Mahindra, or at any other time at Tech Mahindra’s request,
I agree to return promptly to Tech Mahindra, all confidential information, including but not limited to all
manuals, letters, notes, notebooks, reports, formulae, computer programmes and associated
documentation and material, memoranda, customer list and all other materials and all copies of them
relating in any way to Tech Mahindra, which in any way were obtained by me during my employment at
Tech Mahindra, which are in my possession or under my control. I further agree that I will not make or
retain any copies of the above mentioned information and will so represent to Tech Mahindra upon
termination of my employment.
 I agree to indemnify Tech Mahindra for all losses, damages, claims, costs including claims from third
parties for violation of the terms contained herein.
 This confidentiality agreement will continue to be in effect after the termination of my employment with
Tech Mahindra.

If any provision of this agreement is declared invalid or unenforceable with respect to a particular occurrence
or circumstance or otherwise, that will not affect the validity, enforceability, or applicability of any other
provision of this agreement.

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ANNEXURE - C

Intellectual Property Assignment

Associate Name: ____________________

Associate ID No: ____________________
Date: ___________________

In consideration of my employment with Tech Mahindra and in view of the confidential nature of employment
by reason of which I will obtain and have obtained special knowledge of Tech Mahindra and business, its
necessities and plans and the information of its customer, I hereby agree as follows:

(a) Intellectual Property Assignment

I hereby assign, to Tech Mahindra or its successor, designees or assignees, any and all rights in any design,
invention, discovery, or other intellectual property (including without limitation, right to apply for and obtain a
patent) which I may create, develop or assist in creating or developing during my employment which design,
inventions, discovery and other intellectual property relate to services provided/ to be provided or products or
systems manufactured or developed or licensed or sold by Tech Mahindra whenever made by me and for any
work made and/or created or caused to be made and/or created in the course of my employment whether on
the customer project or otherwise.

Tech Mahindra shall be the first owner of the copyrights therein and for work made and/or created or caused
to be made and/or created in the course of my employment. If by virtue of any law or any judgment, Tech
Mahindra is not the first owner, then I hereby assign, exclusively and irrevocably, the same, wholly and
generally, forever throughout the world, without any obligation of payment of royalty or any other sum of money
or benefit(s), the whole of the copyright(s) in all such work(s) and further waive all my moral rights wholly in
favour of Tech Mahindra. I also agree to sign on demand, whether during the employment or any time
thereafter, any papers and do any acts which may be deemed necessary or desirable by Tech Mahindra to
secure to Tech Mahindra, its successors, designees, or assignees, any right relating to such design, invention,
discovery, copyright or intellectual property 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 Tech Mahindra all software programmes,
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 techniques and other documents and materials (including all copies) then in my possession or control,
which relate in any way to the business, research, development, sales, sales promotions, marketing or
customer information or other activities of Tech Mahindra. The obligations stated under this Agreement shall
survive the termination or discontinuation of my employment with Tech Mahindra.

WITNESSED ACCEPTED

_______________________ __________________

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ANNEXURE - D

Agreement – General Covenant against Disclosure and Covenant Not to Compete/Non-Solicitation

In consideration of my employment at Tech Mahindra Ltd. (“ Tech Mahindra”), 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 Tech Mahindra. I shall not directly or indirectly, either as an Associate, 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 Tech Mahindra during the term of my employment with Tech
Mahindra, 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 Tech Mahindra,

whether voluntary or involuntary (or at any other time upon the request of Tech Mahindra), I shall return
to Tech Mahindra all of its property of which I have had custody, including all handbooks,
manuals, notebooks, supplies, credit cards, keys, disks, tapes, desktops, laptops, 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 Tech Mahindra
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, formulas, test data, improvements, price lists, financial data, code
books, invoices, financial statements and other financial information, computer programmes,
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
authorised officer of Tech Mahindra. I also agree to keep the contractual relationships of Tech Mahindra
with its suppliers, licensors, licensees, customers, contractors, and subcontractors confidential,
including the names, addresses, or special requirements of Tech Mahindra’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 Associate which information is Confidential Information, in order
to minimise the possibility of inadvertent disclosure, Associate agrees to consult with Tech
Mahindra before making any disclosure of information covered by this Agreement.

b. Associate 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 New Zealand; provided, however,
that prior to such disclosure, the Associate (i) notifies Tech Mahindra in writing of the prospective
order, or proceeding giving rise to such order, and (ii) Tech Mahindra has had the opportunity to

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prevent or limit such disclosure.

c. In the event of a breach or threatened breach of this Section 4 by Associate, Tech Mahindra
shall be entitled to take legal action, in addition to all other remedies otherwise available to Tech
Mahindra.

d. In the event that Tech Mahindra shall enforce any part of this Agreement through legal proceedings
and obtains any judgment or order in such proceedings, Associate agrees to pay to Tech Mahindra
any costs and legal fees reasonably incurred by Tech Mahindra 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 Associate, the Non-Compete Period shall be extended on a per diem basis for the period
that Associate is in breach.

5. Ownership of Work Product: Tech Mahindra 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 Tech Mahindra or any research or development conducted by Tech
Mahindra. I agree to assign, disclose and deliver to Tech Mahindra, as Tech Mahindra’s property, all
rights 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 Tech Mahindra 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: Tech Mahindra expects to invest

considerable time, effort and capital in enhancing the value and desirability of my skills. Both this
investment and my compensation reflect Tech Mahindra’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 Tech Mahindra’s customers or competitors may attempt to cause me to leave Tech
Mahindra and wrongfully gain the benefit of Tech Mahindra’s investment. The partial restraint set forth
in this Section 6 does not, and cannot, provide complete protection for Tech Mahindra’s investment,
development efforts, product, strategy, proprietary and Confidential Information, but Tech Mahindra
believes that in combination with the other provisions of this Agreement, it is the most fair and
reasonable measure to protect Tech Mahindra’s interest, giving due regard to both my interests
and the interests of Tech Mahindra.

7. Covenant Not To Compete. I hereby covenant and agree as a part of and ancillary to this Agreement
that for the three month period following the termination of my employment, with Tech Mahindra
(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 Tech Mahindra 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
Tech Mahindra; provided, however, that this restriction shall apply only to customers of Tech
Mahindra 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 Tech Mahindra within ONE (1) year period preceding the date my employment with Tech
Mahindra ends. It is understood that this restriction is necessary to avoid possible compromise

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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
Associate, agent or consultant, with any customer of Tech Mahindra’s for which I am providing services
on behalf of Tech Mahindra that are competitive with the products and services available to the client
from Tech Mahindra, 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 Tech Mahindra
Associate; or (2) induce or solicit any Associate of Tech Mahindra to seek or obtain such employment
with a customer of Tech Mahindra. 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 Tech Mahindra’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 Tech Mahindra’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. In the event of any violation of the
terms of this clause, I agree that I shall be liable to Tech Mahindra for liquidated damages in the amount
of the gross salary earned by me during the preceding one year 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 Tech Mahindra would incur upon
such breach.

Following the expiration of the one year 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.

8.Compliance Not Contingent Upon Additional Consideration: I understand and acknowledge

that the wages, compensation,, benefits training and experience that Tech Mahindra 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.

9. Damages and remedies: I acknowledge and agree that if I violate this Agreement, Tech Mahindra may
take legal action against me as follows: (1) Tech Mahindra 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 Tech Mahindra, an injury that is not adequately compensable by
monetary damages alone. Accordingly, in the event of a breach (or threatened or attempted breach)
of this Agreement, Tech Mahindra 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.

10. 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.

11. Entire Agreement: This Agreement reflects the full and complete agreement between myself and
Tech Mahindra 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

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replaced by a subsequent writing, signed by myself and an authorised officer of Tech Mahindra.

12. 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 Tech
Mahindra (together with their successors and assigns).

13. Choice of Law: This Agreement will be governed and controlled in all respects by the laws of New
Zealand excluding its principles of conflict of laws.

14. Choice of Forum: The parties submit to the jurisdiction and venue of New Zealand 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.

Executed this 29th day of April 2019

For and on Behalf of

Tech Mahindra Limited (“Tech Mahindra”).

Suchitra S. Kerkar
Global Head – Human Resources (BPS)

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