INDEMNIFICATION AGREEMENT
Exhibit 99.2
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 8th day of November, 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-4 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.
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Ness Technologies, Inc. |
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Gartner, Inc. |
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By: |
/s/ Xxxx Xxxxx |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxx Xxxxx |
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Name: |
Xxxxx Xxxxxxxxx |
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Title: |
Secretary and General Counsel |
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Title: |
11/9/04 |
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Date: |
11/9/04 |
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Exhibit A
Ness Technologies Inc. would like to include the following quotes in our S-4 filing with the SEC:
Citation No. 1
Gartner Inc., an independent industry analyst, forecasted in its Gartner Dataquest Market Databook of June, 2004 that the global IT services market will grow from approximately $569 billion in 2003 to approximately $762 billion in 2008, a compound annual growth rate of approximately 6.0%.
Gartner source document number: G00121589 titled “Gartner Dataquest Market Databook, June 2004 Update,” Table 1-1, published 9 July 2004.
Citation No. 2
In 2003, the North American market alone represented approximately 45% of total worldwide IT services spending, according to the Gartner Dataquest Market Databook of June 2003, which concentration is expected to continue in the future.
Gartner source document number: G00121589, titled “Gartner Dataquest Market Databook, June 2004 Update,” Table 2-11, published 9 July 2004.
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