0001047469-04-033984 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2004 • Ness Technologies Inc • Services-computer programming services • New York

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”).

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SECURITIES EXCHANGE AGREEMENT by and among NESS TECHNOLOGIES, INC. and the persons listed on Schedule A hereto dated as of December 27, 2002
Securities Exchange Agreement • November 12th, 2004 • Ness Technologies Inc • Services-computer programming services • New York

THIS SECURITIES EXCHANGE AGREEMENT (this "Agreement") is made as of December 27, 2002, among Ness Technologies, Inc., a Delaware corporation ("Tech") and the Persons listed on Schedule A hereto (each a "Stockholder" and, collectively, the "Stockholders") each of whom is a stockholder of Ness U.S.A. Inc., a Delaware corporation ("USA").

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