INDEMNIFICATION AGREEMENT

Exhibit 99.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 6^th day of July, 2004 by and between Ness Technologies, Inc. (“Company”) and Gartner, Inc. (“Gartner”).

Gartner hereby consents to the use by Company in Company’s Registration Statement on Form S-1 filed with the SEC and all amendments thereto (“Filing”), of the Gartner material set forth on the attached Exhibit A (“Gartner Information”), subject to the following terms and conditions.

The Gartner Information in the Filing shall be presented as representing data or viewpoints published by Gartner, and not as a representation of fact. Company acknowledges that Gartner is unable to assume responsibility for third parties’ reliance on information contained in the Filing, including Gartner Information, and agrees to indemnify and hold harmless Gartner, its officers, employees and agents, from and against any and all claims liabilities and losses (including reasonable attorney’s fees) arising, directly or indirectly, out of the use of the Gartner Information in the Filing.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to conflict of law principles.

Ness Technologies, Inc.

Gartner, Inc.

By:

/s/ Xxxxx Xxxxxx

By:

/s/ Xxxxx Xxxxxxxxx

Name:

Xxxxx Xxxxxx

Name:

Xxxxx Xxxxxxxxx

Title:

President & CEO

Title:

VP, Vendor Relations

Date:

7/7/04

7/7/04

Exhibit A

Ness Technologies Inc. would like to include the following quotes in our S-1 filing with the SEC:

Citation No.1

Gartner Inc., an independent industry analyst, forecasted in its Gartner Dataquest Market Databook of June, 2003 that the global IT services market will grow from approximately $536 billion in 2002 to approximately $699 billion in 2007, a compound annual growth rate of approximately 5.5%.

Gartner source document number: HWCP-EU-MS-0108, titled “Gartner Dataquest Market Databook, June 2003 Update”, Table 1-1, published 26 June 2003.

Citation No.2

According to Gartner’s report ‘‘A Look at India for Offshore Sourcing Options’’ of July 2003, 40% of U.S. enterprises are already sourcing some IT services through a global delivery model, and by the end of 2004, more than 80% of U.S. executive boards will have considered offshore outsourcing.

Gartner source document number: AV-18-8057, titled “A Look at India for Offshore Sourcing Options”, published 29 July 2003, page 1.

Citation No.3

According to Gartner’s report “A Look at India for Offshore Sourcing Options” of July 2003, Indian IT services providers accounted for an estimated $10 billion of IT services delivered in 2002.

Gartner source document number: AV-18-8057, titled “A Look at India for Offshore Sourcing Options”, published 29 July 2003, page 1.