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Amendment No. 03028456-4
Appendix Q - Software/Technology Nondisclosure Agreement
I  , an employee/contractor (circle appropriate) for Infosys Technologies Limited (identify the vendor) enter into this nondisclosure agreement with AT&T Services, Inc. (“AT&T”) and agree to be bound by the following:
- I have been contracted by AT&T either directly, or through my employer, to perform software development and maintenance for AT&T
- I understand that under this contract AT&T may provide me access to certain encryption software and technology
- I understand that AT&T owns the intellectual property rights to any software and technology provided under this contract, as well as any software and technology that may be developed from it, and that my access to and use of it is exclusively for the internal company use of AT&T, including development of new products for AT&T
- I will not re-export, re-transfer or otherwise disclose to any third party (including my employer) the software and technology provided to me by AT&T without the prior written consent of AT&T, including after the completion of my contractual duties
- I am not a national (i.e., citizen or lawful permanent resident) of Cuba, Iran, Libya, North Korea, Sudan or Syria
Under the penalties of perjury provided by law, I declare that I have examined this document, and to the best of my knowledge and belief, it is true, correct, and complete.
<AT&TID>
Restricted - Proprietary Information
The information contained in this Agreement is not for use or disclosure outside
AT&T, Supplier, their Affiliates and their third party representatives, except under written Agreement by the contracting Parties.
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This Agreement (“Agreement”) dated 18/6/2015 is made by the individual named below (“I” or “me”), who is engaged to perform work at AT&T(“AT&T”), as a worker of Infosys(“Supplier”) under the terms and conditions of the agreement named below, between Supplier and Infosys. (Insert party to original agreement (original AT&T Party
Status
I have been engaged by Infosysto provide services to AT&T Company, its subsidiaries, parent or successor (sometimes referred to as “Company” or “AT&T Company”). I may be hired by Supplier as a full or part-time employee, a temporary worker, or as an independent contractor. I understand that no employment relationship between me and the Company is created by this Agreement or by my agreement with the Supplier to provide services to the Supplier or Company.I acknowledge and agree that Supplier shall be solely responsible for all payments to me including payment of compensation, premium payments for overtime, bonuses, and other incentive payments, if any, and payments for vacation, holiday, sick days or other personal days, if any. Also, I will be solely responsible for negotiating and agreeing with Supplier for participation in any Supplier benefit plans, including any pension, savings, or health and welfare plan. Unless Company expressly provides otherwise in writing, I further understand and agree that I am not eligible to participate in or receive any benefits under the terms of the Company’s pension plans, savings plans, health plans, vision plans, disability plans, life insurance plans, stock option plans, or any employee benefit plan sponsored by the Company for any period of time. I understand and agree that the cash payments and benefits which I receive from Supplier shall represent the sole compensation to which I am entitled, and that Supplier will be solely responsible for all matters relating to compliance with all employer tax obligations arising from the performance of Services in connection with this Agreement. These tax obligations include but are not limited to the obligation to withhold employee taxes under local, state and federal income tax laws, unemployment compensation insurance tax laws, state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws.Work Policies and Rules
- I agree that during the performance of my services I will not violate Company work rules and policies, including but not limited to those specified in the AT&T Code Of Business Conduct.
- I understand that it is my responsibility to ensure that my personal conduct and comments in the workplace support a professional environment which is free of inappropriate behavior, language, joke or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital status, veteran’s status or disability. I further agree to refrain from words or conduct that is threatening and/or disrespectful of others
- If AT&T Company provides me access to its computer systems, I agree (a) to use such systems in a professional manner, (b) to use such systems only for business purposes and solely for the purposes of performing under the agreement named below, (c) to use such systems in compliance with AT&T Company’s applicable standards and guidelines for computer systems use, and (d) to use password devices, if applicable and if requested by AT&T Company. Without limiting the foregoing, AT&T Company property, including but not limited to Intranet and Internet services, shall not be used for personal purposes or for any purpose which is not directly related to the business which is the subject of the agreement named below. I acknowledge and agree that I must have a valid AT&T business reason to access the Intranet and/ or the Internet from within AT&T’s Company’s private corporate network.
Information
I agree and understand that the term "Information" means any technical, customer or business information in written, graphical, oral or other tangible or intangible forms, including but not limited to, specifications, records, data, computer programs, tax returns, tax workpapers, drawings, models and secrets which AT&T Company may have in its possession or be legally obligated to keep confidential. I understand that during the course of my work at AT&T Company, I may have access to Information that belongs to AT&T Company, its customers or other parties, or may be subject to privacy laws and laws regarding secrecy of communications, and that unauthorized disclosure of such Information may be harmful or prejudicial to the interests of AT&T Company. I agree not to disclose, copy, publish, or any way use, directly or indirectly, such Information for my
purposes or the purposes of others, unless such disclosure or use is expressly authorized in writing by AT&T Company. I agree to keep such Information in a secure environment to prevent the inadvertent disclosure of such Information to others. I acknowledge and agree that all such Information remains the exclusive property of AT&T Company and I agree not to remove such Information from AT&T Company’s possession or premises by physical removal or electronic transmission unless I have written authorization from AT&T Company to do so.
Innovations
- I understand that during and incident to my work at AT&T Company, I may create inventions, discoveries, improvements, computer or other apparatus programs, and related documentation and other works of authorship ("Innovations"), whether or not patentable, copyrightable, or subject to other forms of legal protection. I assign to AT&T Company all of my rights, title and interest (including rights in copyright) in and to all Innovations I make, create or develop, either solely or jointly with others, during my work at AT&T Company for which Supplier was paid by AT&T Company for my work or for which I used AT&T Company's materials or facilities. I agree that the above assignment is binding upon my estate, administrators, or other legal representatives or assigns.
- I agree to promptly notify AT&T Company of all such Innovations. Whenever requested by AT&T Company, I shall promptly execute, without additional compensation, any and all instruments which AT&T Company may deem necessary to assign and convey to AT&T Company all of my rights, title and interest in and to all such Innovations. In addition, I agree to assist AT&T Company in preparing copyright or patent applications and to execute such applications and all documents required to obtain copyrights or patents for such Innovation, all at AT&T Company’s expense including compensation to me at the rates specified in the agreement named below. I agree that my obligation to execute such instruments shall continue after the expiration of my work with AT&T Company.
- THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION MADE IN THE STATE OF KANSAS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELEY ON MY OWN TIME, UNLESS (1) THE INVENTION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE AT&T COMPANY’S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR AT&T COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870. Section IV, Paragraphs 1 and 2 do not apply to any Innovation which, under the provisions in the Agreement named below, is to be other than the sole and exclusive property of AT&T Company; the title provisions of said agreement apply to any such above Innovation.
Administrative Terms
- This Agreement shall be effective as of the date executed below, and shall remain in effect notwithstanding my termination of employment with Supplier or termination of my work at AT&T Company
- In the event that any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
- In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Software and Professional Services Agreement signed between AT&T and Supplier, the provisions of the Software and Professional Services Agreement shall govern and control.
I have read, understand and agree to abide by this Agreement.
By: | Date |
Print Name: | Social Security Number |
Address: | |
Agreement No. between Supplier and AT&T: | Effective Date: |
Section 272 Compliance Guide
Acknowledgement Form
for
Temporary Workers and Independent Contractors
I have carefully read and reviewed the “The Separate Affiliate Safeguards, Section 272 Compliance Obligations Applicable to InterLATA Services and Manufacturing Under the Federal Telecommunications Act of 1996”, more commonly referred to as the “Section 272 Compliance Guide for Temporary Workers and Independent Contractors".
I fully understand the provisions it contains and the requirements imposed by law. I further understand that violating any of the requirements identified in the Section 272 Employee Compliance Guide may subject me to disciplinary action, up to and including dismissal.
Name(printed) :
Signature: Date
Temporary Worker/Contractor UUID/HRID:
Supervisor Name (printed):
Supervisor SignatureDate