VIRTUSA GROUP

EMPLOYEE NONDISCLOSURE, NON-SOLICITATION AND

DEVELOPMENTS AGREEMENT
________________________________________________

In consideration and as a condition of my employment or continued employment with a

member of the Virtusa Group (as defined below), I hereby agree as follows:

1. Definitions: As used in this Agreement, the following terms shall have the
following respective meanings:

(a) "The Company” shall include Virtusa Corporation and any of its direct or indirect
subsidiaries, subdivisions, or affiliates, including, but not limited to, Polaris Consulting & Services
Ltd. and eTouch Systems Corp., and their respective subsidiaries, subdivisions, or affiliates (the
“Virtusa Group”). The Company shall have the right to assign this Agreement to its successors
and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be
enforceable by said successors or assigns.

(b) "Company Documentation" shall mean notes, memoranda, reports, lists, records,
drawings, sketches, specifications, software programs, data, documentation or other materials of
any nature and in any form, whether written, printed, or in digital format or otherwise, relating to
any matter within the scope of the business of the Company or concerning any of its dealings or
affairs.

(c) "Confidential Information" shall include any information concerning the

organization, business or finances of the Company or of any third party which the Company is
under an obligation to keep confidential and/or that is maintained by the Comp

any as confidential. Such Confidential Information shall also include, but is not limited to, trade
secrets or confidential information respecting inventions, products, designs, methods, know-how,
techniques, systems, processes, software programs, works of authorship, customer lists, projects,
plans, pricing, financial information and proposals of the Company and any other information
which would, given the facts and circumstances, be reasonably considered confidential or is
designated as confidential.

(d) The term "Developments" shall mean any invention, modification, discovery,
design, development, improvement, process, software program, work of authorship,
documentation, formula, data, technique, know-how, trade secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registrable under copyright,
trademark or similar statutes or subject to analogous protection).

(e) The term “Trade Secrets” means any information, formula, pattern, compilation,
program, device, method, technique, process, design, procedure or improvement of the Company
that has value and is not generally known to the public or others who can obtain value from its
disclosure or use. To the fullest extent consistent with the foregoing, and otherwise lawful, Trade
Secrets shall include, but shall not be limited to, information and documentation pertaining to
technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method,
a technique, a drawing, a process, the design, specifications, code, capacity, testing, installation,
implementation and customizing techniques and procedures concerning the Company’s present
and future products, financial data, financial plans, product plans, and/or actual or potential
customers or suppliers and proprietary information related thereto. For the purposes of this
Agreement, the term “Trade Secrets” also includes the Company’s personnel information
including, but not limited to, employees’ personal and medical histories, compensation and other
terms of employment as to which an employee has privacy rights.

2. Confidentiality:

(a) I agree, except as specifically required in the performance of my duties for the
Company, that I will not, during the course of my employment by the Company and for so long
thereafter as the pertinent information or documentation remain Trade Secrets, directly or
indirectly use, disclose or disseminate to any other person, organization or entity or otherwise
employ any Trade Secrets. I further agree, except as specifically required in the performance of
my duties for the Company, that I will not, during the course of my employment by the Company
and for a period of three (3) years after the termination of my employment with the Company for
any reason, whichever period is longer, regardless of the reason for such termination, reveal to any
person or entity any Confidential Information (as defined in Section 1 hereto), except to Company
employees who need to know for the purposes of their employment, or as otherwise authorized by
the Company, and I shall keep secret all matters entrusted to me and shall not use or attempt to use
except as may be required in the ordinary course of performing my duties as an employee of the
Company, any such information in any manner which may injure or cause loss or may be
calculated to injure or cause loss, whether directly or indirectly, to the Company.

(b) Furthermore, I agree that during my employment I shall not make, use or permit to
be used any Company Documentation (as defined in Section 1 hereto) otherwise than for the
benefit of the Company. I further agree that I shall not, after the termination of my employment,
use or permit others to use any such Company Documentation, it being agreed that all of the
foregoing shall be and remain the sole and exclusive property of the Company. Immediately upon
the termination of my employment I shall deliver all of the foregoing, and all copies thereof, to the
Company, at its main office.

(c) Notwithstanding my obligations regarding Confidential Information described in

this Section 2, I understand that nothing in this Agreement prohibits me from truthfully (a)
reporting possible violations of Federal or State law or regulation to any governmental agency or
entity including but not limited to the Department of Justice and the Securities and Exchange
Commission; (b) making other disclosures that are protected under state and federal whistleblower
provisions; or (c) cooperating in ongoing investigations conducted by any such governmental
agency or entity. However, in connection with any such activity, I agree that I am not permitted
to disclose to any third-party, including any government authority, information that is protected
from disclosure by any applicable privilege, including but not limited to the attorney-client
privilege or attorney work-product doctrine.
 (d) I also acknowledge that I am hereby advised that: “Further and pursuant to 18 U.S.C
§ 1833(b)(1): “An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a
Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal.”

3. Assignment of Developments: If at any time or times during my employment, I

shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice
any Development (as defined in Section 1 hereto) that (a) relates to the business of the Company
or any of the products or services being developed, manufactured or sold by the Company or which
may be used in relation therewith; or (b) results from tasks assigned to me by the Company; or
(c) results from the use of premises or personal property (whether tangible or intangible) owned,
leased or contracted for by the Company, such Developments and the benefits thereof are and shall
immediately become the sole, exclusive and absolute property of the Company and its assigns, as
works made for hire or otherwise. I shall promptly disclose to the Company (or any persons
designated by it) each such Development. I hereby assign any rights (including, but not limited
to, any inventions, patentable subject matter, copyrights and trademarks) I may have or acquire in
such Developments and benefits and/or rights resulting there from to the Company and its assigns
without further compensation and shall communicate, without cost or delay, and without
disclosing to others the same, all available information relating thereto (with all necessary plans
and models) to the Company.

4. Excluded Developments:

(a) If I have made, conceived or created any unpatented and unregistered copyrightable
Developments prior to my employment by the Company, I agree that immediately following my
execution of this Agreement, I will list the title and purpose of such Developments on the attached
Exhibit A and email a completed copy of this Exhibit A to AmericasHR@[Link]. The parties
agree that any such Developments will be excluded from assignment to the Company under this
Agreement. I represent that the Developments, if any, identified on the submitted Exhibit A
comprise all the unpatented and unregistered copyrightable Developments which I have made,
conceived or created prior to my employment by the Company, which Developments are excluded
from assignment to the Company under this Agreement. I understand that it is only necessary to
list the title and purpose of such Developments but not the details thereof.

(b) Notice Re: Exceptions to Assignment: I understand that the provisions of this
Agreement requiring assignment of certain Developments to the Company do not apply to any
invention or other Development that I developed entirely on my own time without using the
Company’s equipment, supplies, facilities, or trade secrets, except for those inventions that either
(i) relate to the Company’s actual or anticipated business, research or development, or (ii) result
from or are connected with work performed by me for the Company. Specifically, I understand
that my agreement to assign Developments does not apply to any Development which qualifies
fully for protection from assignment to the Company under the provisions of California Labor
Code Section 2870 or Washington state law as set forth in the Revised Code of Washington
49.44.140 (the text of which are attached hereto as Exhibit B) or any other similar applicable
federal or state law related to the assignment of employee inventions (collectively, the “Excluded
Inventions Laws”). I will advise the Company promptly in writing of any Developments that I
believe are excluded from assignment by virtue of meeting the criteria in California Labor Code
Section 2870, the Revised Code of Washington 49.44.140 or any other applicable Excluded
Inventions Law and are not otherwise disclosed on Exhibit A. I acknowledge that I am hereby
directed to review the document attached hereto as Exhibit B, which provides additional
information regarding my rights with respect to the assignment of inventions under certain
state Excluded Inventions Laws.

5. No Contrary Agreement: I hereby represent that I am not a party to, or bound by

the terms of, any agreement with any previous employer or other party to refrain from using or
disclosing any trade secret or confidential or proprietary information in the course of my
employment with the Company or to refrain from competing, directly or indirectly, with the
business of such previous employer or any other party. I further represent that my performance of
all the terms of this Agreement and as an employee of the Company does not and will not breach
any agreement (written or oral) with any third party, including without limitation any agreement
to keep in confidence proprietary information, knowledge or data acquired by me in confidence or
in trust prior to my employment with the Company, and I will not disclose to the Company or
induce the Company to use any confidential or proprietary information or material belonging to
any previous employer or others. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.

6. Obligations with Regard to Assigned Developments: I will, during my

employment and at any time thereafter, at the request and cost of the Company, promptly sign,
execute, make and do all such deeds, documents, acts and things as the Company and its duly
authorized officers may reasonably require:

(a) to apply for, obtain, register and vest in the name of the Company alone (unless the
Company otherwise directs) patents, copyrights, trademarks or other analogous protection related
to Developments hereby assigned to the Company in any country throughout the world and when
so obtained or vested to renew and restore the same; and

(b) to defend any judicial, opposition or other proceedings in respect of such

applications and any judicial, opposition or other proceedings or petitions or applications for
revocation of such patent, copyright, trademark or other analogous protection.

If the Company is unable, after reasonable effort, to secure my signature as required by this
paragraph on any application for patent, copyright, trademark or other analogous registration or
other documents regarding any legal protection relating to the Developments that are assigned to
the Company hereunder, whether because of my physical or mental incapacity or for any other
reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and
stead to execute and file any such application or applications or other documents and to do all other
lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark
registrations or any other legal protection thereon with the same legal force and effect as if
executed by me.

7. Non-Solicitation of Customers:

(a) I agree that while employed by the Company, I will have contact with and/or
become aware of the Company’s customers, customer prospects and the representatives of those
customers and customer prospects, as well as other Trade Secrets and Confidential Information
concerning their names and addresses, specific customer needs and requirements, and leads and
references to prospective customers. I further agree that the loss of such customers will cause the
Company great and irreparable harm. Accordingly, during my employment with the Company and
for a period of twelve (12) months following the termination of my employment with the Company
for any reason (the “Restricted Period”), I agree not to attempt to provide and/or provide (either
individually or jointly, directly or indirectly, either as an employee, employer, operator, agent,
independent contractor, owner, consultant, partner, investor or otherwise) any products or services
that compete (whether directly or indirectly) with the products and services offered or planned to
be offered by the Company from time to time to any actual or prospective customer of the
Company (1) who is being serviced or was serviced by me during my employment with the
Company, (2) with whom I otherwise have dealt while employed by the Company, or (3) about
whom I have obtained Trade Secrets or Confidential Information (collectively, a “Company
Customer”). I agree that this covenant not to solicit customers is reasonable and necessary to
protect the Company’s legitimate business interests, including, but not limited to, the Confidential
Information and Trade Secrets of the Company, the substantial relationships between the Company
and its customers, and the goodwill of the Company. I also agree that the duration of this covenant
not to solicit customers is reasonable. I further agree that the enforcement of this covenant not to
solicit customers, whether by injunctive relief, damages, or otherwise, is in no way contrary to the
public policy or to public health, safety and welfare.

(b) Exception for and Notice to California Employees: IF I WORK OR LIVE IN

CALIFORNIA AT THE TIME OF MY SEPARATION FROM EMPLOYMENT WITH
THE COMPANY, THE CUSTOMER NON-SOLICITATION PROVISIONS SET FORTH
IN SECTION 7 (a) WILL NOT APPLY TO ME IN ACCORDANCE WITH CALIFORNIA
STATE LAW. Notwithstanding the foregoing, I acknowledge that I am still prohibited from using
and/or disclosing the Company’s Confidential Information and Trade Secrets as set forth in Section
2.

8. Non-Solicitation of Employees:

(a) I agree that while employed by the Company, I will have contact with and/or
become aware of the Company’s employees, as well as Trade Secrets and Confidential Information
concerning their names and addresses, resumes, personnel data, compensation, performance
evaluations and termination arrangements and documents. I further agree that the loss of such
employees will cause the Company great and irreparable harm. During the Restricted Period, I
agree that I will not, directly or indirectly, alone or as a partner, officer, director, employee,
consultant, agent or independent contractor of any company or business organization hire, recruit,
solicit or induce, or attempt to hire, recruit, solicit or induce, any employee or consultant of the
Company to terminate or otherwise cease his or her employment or consulting relationship with
the Company, or assist directly or indirectly in the recruitment or solicitation of any employee or
consultant of the Company or otherwise hire or attempt to hire any such employee or consultant
of the Company for any purpose, other than on behalf of, and to the benefit of, the Company. For
this purpose, an employee or consultant of the Company means any employee of the Company or
any person retained by the Company as a consultant or any employee or consultant of the Company
who had ceased employment or his or her consulting relationship with the Company within six
months after termination or cessation of my employment with the Company.

9. Acknowledgement: I acknowledge and recognize the highly competitive nature

of the industry in which the Company is involved, and agree that in the course of working for the
Company I shall have access to the Company’s Trade Secrets and Confidential Information, I have
and shall benefit from the Company’s goodwill and I have and shall obtain a competitive advantage
as to the Company, its customers and its employees. I recognize and agree that the enforcement
of this Employee Non-Disclosure, Non-Solicitation and Developments Agreement (“Non-
Disclosure and Developments Agreement”) is necessary to ensure the preservation, protection and
continuity of the confidential business information, Trade Secrets and goodwill of the Company.
I agree that, due to the proprietary nature of the Company’s business, the restrictions set forth
herein are reasonable as to duration and scope.

10. Enforcement:

(a) Not Contrary to Public Policy: I agree that the enforcement of this Non-Disclosure
and Developments Agreement, whether by injunctive relief, damages, or otherwise, is in no way
contrary to public policy or to public health, safety and welfare, and that I will be able to earn a
livelihood due to my sufficient capabilities without violating this Non-Disclosure and
Developments Agreement. I understand that that my ability to earn a livelihood without violating
this Non-Disclosure and Developments Agreement is a material condition of my employment with
the Company.

(b) Remedies: I agree that any breach of this Non-Disclosure and Developments
Agreement by me will cause irreparable damage to the Company and that in the event of such
breach the Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the violation of my obligations
hereunder (without the requirement of posting bond). In the event that the Company must enforce
any of the terms of this Non-Disclosure and Developments Agreement, I agree to pay all fees,
costs (including reasonable attorney fees and expenses) relating to enforcement of the terms of this
Non-Disclosure and Developments Agreement.

(c) Tolling: I agree that if I violate any restrictive covenant in this Non-Disclosure and
Developments Agreement (including Sections 2, 7 or 8), the term of any such covenant shall be
tolled during the period of any such violation.

11. Full Time; Best Efforts: I agree that during the period of my employment by the
Company, I will devote my full time and best efforts to the Company’s business, and I shall not,
directly or indirectly, myself or through any other person or entity, engage in any business or
activity that competes, directly or indirectly, with the Company.

12. At-Will Employment: Because the Company employs me on an at-will basis, I

understand that this Non-Disclosure and Developments Agreement does not create an obligation
on the Company or any other person or entity to continue my employment.

13. Waiver: Any waiver by the Company of a breach of any provision of this Non-
Disclosure and Developments Agreement shall not operate or be construed as a waiver of any
subsequent breach of such provision or any other provision hereof.

14. Severability: I hereby agree that each provision herein shall be treated as a separate
and independent clause, and the unenforceability of any one clause shall in no way impair the
enforceability of any of the other clauses of the Non-Disclosure and Developments Agreement.
Moreover, if one or more of the provisions contained in this Non-Disclosure and Developments
Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or
otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the
appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the
maximum extent compatible with the applicable law as it shall then appear. I hereby further agree
that the language of all parts of this Non-Disclosure and Developments Agreement shall in all
cases be construed as a whole according to its fair meaning and not strictly for or against any of
the parties.

15. Amendments: Any amendment to or modification of this Non-Disclosure and

Developments Agreement, or any waiver of any provision hereof, shall be in writing and signed
by the Company.

16. Survival: This Non-Disclosure and Developments Agreement shall be effective as

of the date of my electronic signature. My obligations under this Non-Disclosure and
Developments Agreement shall survive the termination of my employment regardless of the
manner of such termination and shall be binding upon my heirs, executors, administrators and legal
representation.

17. Governing Law; Venue: Any claims or legal actions by one party against the
other arising out of the relationship between the parties contemplated herein (whether or not
arising under this Non-Disclosure and Developments Agreement) shall be governed by and
construed only in accordance with the laws of the Commonwealth of Massachusetts and shall in
all respects be interpreted, enforced and governed under the internal and domestic laws of such
Commonwealth, without giving effect to the principles of conflicts of laws of such
Commonwealth, and shall be commenced and maintained in any state or federal court located
only in Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such
court.

18. Notification: I agree and acknowledge that during the applicable periods of this
Agreement, I shall inform each prospective new employer I may have, prior to accepting
employment, of the existence of this Non-Disclosure and Developments Agreement, and I shall
provide each prospective employer with a copy of this Non-Disclosure and Developments
Agreement. I also agree and acknowledge that the Company has the right to independently contact
any potential or actual future employer of mine to notify the future employer of my obligations
under this Non-Disclosure and Developments Agreement and provide such future employer with
a copy of this Agreement. The Company shall also be entitled to notify such actual or potential
future employer of its understanding of the requirements of this Non-Disclosure and Developments
Agreement and what steps, if any, it intends to take to insure compliance with or enforcement of
this Non-Disclosure and Developments Agreement.

19. Integration: This Non-Disclosure and Developments Agreement shall constitute

the entire agreement between the Company and me pertaining to the subject matter hereof and
supersede all prior or contemporaneous agreements, whether oral or written, relating to the subject
matter hereof.

20. No Abandonment Regardless of Material Change: I agree that the Company

may modify or change my position, duties, compensation, benefits, responsibilities, and/or any
other terms and conditions of employment as it deems appropriate in its sole discretion. Any such
changes to the terms and conditions of my employment (whether material or immaterial) shall not
alter or modify my obligations as set forth herein and shall not be construed as an intent or
agreement to abandon this agreement, to create a new employment relationship, and/or to relieve
me of my obligations hereunder (unless such agreement or intent is expressly and specifically set
forth in writing by the Company). I acknowledge and agree that this Agreement shall remain in
full force and effect regardless of any change in the terms and conditions of my employment
(whether material or immaterial).

21. Careful Review/Necessity: I have carefully read and considered the provisions of
this Non-Disclosure and Developments Agreement and, having done so, I agree that the
restrictions set forth in this Non-Disclosure and Developments Agreement are fair and reasonable
and are reasonably required for the protection of the Company’s interests and its business, officers,
directors and employees.

22. E-Signature/Acceptance of Offer Letter: I agree and acknowledge that I will

execute this Non-Disclosure and Developments Agreement via electronic signature and that my
electronic signature constitutes my legally binding assent and agreement to all terms and
conditions set forth in this Agreement. My electronic signature will have the same force and effect
as if I had signed this Agreement by hand. I agree that I will accept my offer of employment by
executing this Non-Disclosure and Developments Agreement and the offer letter provided to me
herewith with a single electronic signature.

The undersigned has executed this Non-Disclosure Agreement as of the _____ day of _____, 2025.

_________________________________
Signature

_________________________________
Print Name Date
 Exbibit A

IF I HAVE ANY DEVELOPMENTS TO REPORT TO THE COMPANY AS REFERENCED

IN SECTION 4(A), I UNDERSTAND THAT I MUST PRINT A COPY OF THIS EXHIBIT A,
COMPLETE IT, AND EMAIL IT TO AmericasHR@[Link].
TITLE/PURPOSE OF DEVELOPMENTS

The following is a complete list of all Developments and the purpose of those Developments:

Developments and purpose:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

The foregoing is complete and accurate to the best of my knowledge.

Employee's Signature: Date:

Employee's Printed Name:

 Exhibit B

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT

"(a) Any provision in an employment agreement which provides that an employee

shall assign, or offer to assign, any of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed entirely on his or her own time
without using the employer's equipment, supplies, facilities, or trade secret information except
for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the
employer's business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an

employee to assign an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and is unenforceable."

WASHINGTON LAW (RCW 49.44.140)

REQUIRING ASSIGNMENT OF EMPLOYEE'S
RIGHTS TO INVENTIONS — CONDITIONS

(1) A provision in an employment agreement which provides that an employee shall

assign or offer to assign any of the employee's rights in an invention to the employer does not
apply to an invention for which no equipment, supplies, facilities, or trade secret information of
the employer was used and which was developed entirely on the employee's own time, unless (a)
the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or
demonstrably anticipated research or development, or (b) the invention results from any work
performed by the employee for the employer. Any provision which purports to apply to such an
invention is to that extent against the public policy of this state and is to that extent void and
unenforceable.

(2) An employer shall not require a provision made void and unenforceable by subsection
(1) of this section as a condition of employment or continuing employment.

(3) If an employment agreement entered into after September 1, 1979, contains a

provision requiring the employee to assign any of the employee's rights in any invention to the
employer, the employer must also, at the time the agreement is made, provide a written
notification to the employee that the agreement does not apply to an invention for which no
equipment, supplies, facility, or trade secret information of the employer was used and which
was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to
the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research
or development, or (b) the invention results from any work performed by the employee for the
employer.