Non-Solicitation, Non-Competition and Confidentiality

You acknowledge and agree that HDFC Life Insurance Company Limited (hereinafter referred
as "HDFC Life" or "Company" and for the purposes of this document includes all employees
and associates with subsidiaries and affiliate companies) is engaged in the highly competitive
business of insurance. HDFC Life’s engagement in this business involves expenditure of
substantial amounts of money, investment of time, use of skills developed over a long period
of time, development of certain valuable Trade Secrets and Confidential Information,
development of relationships with its employees/ vendors/ policy holders/ referral sources, the
disclosure of which would cause HDFC Life great and irreparable harm.

You acknowledge and agree that in rendering services to HDFC Life, Employee will be
exposed to and learn much information about HDFC Life’s business, including valuable
Confidential Information and Trade Secrets.

You acknowledge and agree that the restrictions contained in this Agreement are necessary
and reasonable to protect HDFC Life’s legitimate business interests in its Trade Secrets,
valuable Confidential Information, relationships and goodwill with its employees, existing
and prospective vendors, clients and business partners.

In consideration of the promises and obligations as a part of the employment terms, the
receipt and sufficiency of which are hereby acknowledged, you agree as follows:

1. Non-Solicitation of Business
You agree that for a period of twelve (12) months after cessation of your employment with
HDFC Life, either with or without cause upon the initiative of either HDFC Life or you, you
will not solicit or attempt to solicit (either directly or by assisting others) any business i.e.
from HDFC Life’s clients or prospective clients which are actively being sought by HDFC
Life at the time of your cessation of services for the purpose of providing services that are
competitive with the type of services provided by HDFC Life at the time of your separation
from the Company.

2. Non-Solicitation of Employees
You agree that during your employment with HDFC Life and for a period of twelve (12)
months after cessation of Employee’s employment with HDFC Life, either with or without
cause upon the initiative of either HDFC Life or you, you (either directly, indirectly or by
assisting others) will not recruit, hire or attempt to recruit or hire, or solicit or encourage any
other employee of HDFC Life to leave their employment with HDFC Life.

3. Confidentiality
During your employment with HDFC Life and at any time after the cessation of your
employment with HDFC Life, either with or without cause upon the initiative of either
HDFC Life or you, you will not publish or disclose, use for Employee’s own benefit or the
benefit of others, or divulge or convey to others, any Trade Secrets of HDFC Life or that of
third parties obtained by you in the course of employment with HDFC Life. “Trade Secret”
means any and all information, knowledge or data in any form whatsoever, tangible or
intangible, that is considered a trade secret under applicable law. This promise of
confidentiality is in addition to, and does not limit, any common law or statutory rights of
HDFC Life to prevent disclosure, publication or use of its Trade Secrets. You further agree
that during your employment with HDFC Life and at any time after the cessation of your s
employment with HDFC Life, either with or without cause upon the initiative of either
HDFC Life or you, you will not publish or disclose, use for your own benefit or the benefit
of others, or divulge or convey to others, any Confidential Information of HDFC Life.
“Confidential Information” means any and all HDFC Life data and information in any
form whatsoever, tangible or intangible, which: relates to the business of HDFC Life,
regardless of whether the data or information constitutes a Trade Secret; is disclosed to an
employee or of which employee became aware as a consequence of employee’s relationship
with HDFC Life; has value to HDFC Life; and is not generally known to HDFC Life’s
competitors.

4. Return of HDFC Life Property

Upon cessation of your employment with HDFC Life or at any other time at HDFC Life’s
request, you agree to deliver promptly to HDFC Life all HDFC Life property and all copies
thereof relating in any way to HDFC Life’s business or clients which were obtained by you
during the period of your employment with HDFC Life which are in your possession,
custody or control. You further agree not to make or retain any copies of any of the foregoing
and will so represent to HDFC Life upon cessation of your employment.

You further declare that, you are aware of the Human Resources and Information
Technology related policies, procedures and guidelines of HDFC Life and agree to abide by
the same. You hereby agree to exit from all social media/ networking/ forums on cessation of
your services from the Company, including but not limited to WhatsApp, LinkedIn, Twitter,
iMessage or any other groups which have been initiated by HDFC Life or in which you may
be a participant/member in your capacity as an employee of HDFC Life. You take full
responsibility of all your actions and will ensure full co-operation with HDFC Life team for
any investigation initiated against you in connection with the above mentioned declaration.

5. Proprietary Information and Intellectual Property Rights

You agree that any and all information and data originated by you while employed by HDFC
Life and, where applicable, by other employees or associates under your direction or
supervision in connection with or as a result of your employment, shall be promptly
disclosed to HDFC Life, shall become HDFC Life’s property, and shall be kept confidential
by you. Any and all such information and data, reduced to written, graphic, or other tangible
form and any and all copies and reproductions thereof shall be furnished to HDFC Life upon
request and in any case shall be returned to HDFC Life upon termination of your
employment with HDFC Life.
You agree that you will promptly disclose to HDFC Life all inventions or discoveries made,
conceived, or for the first time reduced to practice in connection with or as a result of the
work and/or services you perform for HDFC Life.

Assignment of Intellectual Property Rights: (a) Any Developments made, conceived,

discovered or reduced to practice by you, (whether alone or jointly with others), during the
terms of your employment shall immediately be assigned to, and shall become the sole and
absolute property of, the Company and its assigns. For purposes of this Agreement, a
"Development' 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 and any and all
interest therein and benefits thereof (whether or not patentable or registerable under
copyright or similar statutes or subject to analogous protections).You hereby assign to the
Company, its successors and assigns, without further compensation, any and all rights to
Developments made, conceived, discovered or reduced to practice by you , (whether alone or
jointly with others), during the term of his / her employment. You agree to communicate to
the Company, without cost or delay, and without publishing the same, all available
information relating to any such Development.

6. Non-Disparagement
You agree that during your employment with HDFC Life and following the cessation of your
employment with HDFC Life, you will not take any action or make any statement which
disparages or maligns HDFC Life or its practices or which disrupts or impairs HDFC Life’s
normal operations.

7. Recovery of Dues
You agree that in case you receive any incentives/ESOPS/special bonus payouts linked to
your performance etc., the same are subject to claw back/recovery provisions to be exercised
by the Company in the event of breach of the terms of such incentive plans, including
adjustments/recoveries from salary payouts etc and other actions in accordance with terms of
his employment, code of conduct applicable to the Employee.

You agree that full and final settlement and your release from employment will be subject to
any recoveries as they may be due in accordance with terms of his employment, code of
conduct applicable to the employees, or any other appropriate action to be evaluated by the
Company.

8. After exiting the company, you cannot join an organisation where you were mapped for
servicing or sales for a period of twelve (12) months from the last date of work at HDFC
Life.