**EXHIBIT 14**

**CODE OF BUSINESS CONDUCT AND ETHICS**

**NESS TECHNOLOGIES, INC.**

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**Introduction**

This Code ofBusiness Conduct and Ethics (this “Code”) shall apply to all directors,officers, and employees of Ness Technologies, Inc. and its subsidiaries(the “Company”) and is designed to provide guidance regarding the Company’sstandards of integrity and business conduct. Every director, officer andemployee of the Company is expected to adhere to the principles and proceduresset forth herein. The purpose of this Code is to promote:

·       Honestand ethical conduct, including fair dealing and the ethical handling of actualor apparent interest between personal and professional relationships;

·       Conductingbusiness with professional competence and integrity;

·       Full,fair, accurate, timely and understandable disclosure;

·       Compliancewith applicable laws, rules and regulations;

·       Promptreporting of violations of this Code; and

·       Accountabilityfor adherence to this Code and to deter wrongdoing.

If a law conflicts with a policy in this Code, youmust comply with the law. If you have any questions about these conflicts, youshould ask your supervisor how to handle the situation.

Those who violatethe standards in this Code will be subject to disciplinary action, up to andincluding termination of employment.

**l.****                    Compliancewith Laws, Rules and Regulations**

Obeying the law,both in letter and in spirit, is the foundation on which this Company’s ethicalstandards are built. All directors, officers and employees must respect andobey the laws, rules and regulations of the cities, states and countriesin which we operate. It is the personal responsibility of each individual toadhere to the standards and restrictions imposed by those laws, rules andregulations. Any director, officer or employee who is unfamiliar or uncertainabout the legal rules involving the Company’s business conducted by him orher should consult with higher levels of management or the Company’s legaldepartment (the “Legal Department”) before taking any actions that mayjeopardize the Company or that individual.

**2.****                 ProfessionalCompetence and Integrity**

The Company iscommitted to deliver professional services in accordance with its policies andrelevant technical and professional standards, to meet its contractual obligations,and to uphold its name and reputation.

**3.****                 Conflictsof interest**

A “conflict of interest” exists when a person’sprivate interest interferes in any way with the interests of the Company. Aconflict situation can arise when a director, officer or employee takes actionsor has interests that may make it difficult to perform his or her Company workobjectively and effectively. Conflicts of interest may also arise when adirector, officer or employee, or members of his or her family, receives improperpersonal benefits as a result of his or her position in the Company. Loans to,or guarantees of obligations of, employees and their family members may createconflicts of interest.

It is almost alwaysa conflict of interest for a Company employee to work simultaneously for acompetitor, customer or supplier. You are not allowed to work for a competitoras a consultant or board 

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member.The best policy is to avoid any direct or indirect business connection with ourcustomers, suppliers or competitors, except on our behalf. Conflicts ofinterest are prohibited as a matter of Company policy, except under guidelinesapproved by the board of directors of the Company (the “Board”). Conflicts ofinterest may not always be clear-cut, so if you have a question, you shouldconsult with higher levels of management or the Legal Department. Any employee,officer or director who becomes aware of a conflict or potential conflictshould bring it to the attention of a supervisor, manager or other appropriatepersonnel.

**4.****                 InsiderTrading**

Directors,officers, and employees who have access to confidential information are notpermitted to use or share that information for stock trading purposes or forany other purpose except the conduct of our business. All non-public informationabout the Company should be considered confidential information. To usenon-public information for personal financial benefit or to “tip” others whomight make an investment decision on the basis of this information is not onlyunethical, but also illegal. In order to assist with compliance with lawsagainst insider trading, the Company has adopted a specific policy governingthe trading in securities of the Company. This policy has been distributed toevery employee. If you have any questions, please consult the Legal Department.

**5.****                 CorporateOpportunities**

Directors, officersand employees are prohibited from taking for themselves personally (ordirecting to a third party) opportunities that are discovered through the useof corporate property, information or position without the consent of theBoard. No director, officer or employee may use corporate property,information, or position for improper personal gain, and no director, officeror employee may compete with the Company directly or indirectly. Directors,officers, and employees owe a duty to the Company to advance its legitimateinterests when the opportunity to do so arises.

**6.****                 Competitionand Fair Dealing**

We seek to outperform our competition fairly andhonestly. Obtaining illegally proprietary information, possessing trade secretinformation that was obtained without the owner’s consent or inducing suchdisclosures by past or present employees of other companies is prohibited. Eachdirector, officer or employee should endeavor to respect the rights of and dealfairly with the Company’s customers, suppliers, competitors and employees. Nodirector, officer, or employee should take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentationof material facts or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in acommercial setting is to create good will and sound working relationships, notto gain unfair advantage with customers. No gift or entertainment should everbe offered, given, provided or accepted by any director, officer or employee,family member of the individual or agent unless it: (1) is not a cashgift, (2) is consistent with customary business practices, (3) is notexcessive in value, (4) cannot be construed as a bribe or payoff and (5) doesnot violate any laws or regulations. Please discuss with your supervisor anygifts or proposed gifts that you are not certain are appropriate.

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**7.****                 Discriminationand Harassment**

The diversity ofthe Company’s directors, officers, and employees is a tremendous asset. We arefirmly committed to providing equal opportunity in all aspects of employmentand will not tolerate any illegal discrimination or harassment of any kind.Examples include derogatory comments based on racial or ethnic characteristicsand unwelcome sexual advances.

**8.****                 Healthand Safety**

The Company strives to provide each employee with asafe and healthy work environment. Each employee has responsibility formaintaining a safe and healthy workplace for all employees by following safetyand health rules and practices and reporting accidents, injuries andunsafe equipment, practices or conditions.

Violence andthreatening behavior are not permitted. Directors, officers, and employeesshould report to work in condition to perform their duties, free from theinfluence of illegal drugs or alcohol.

**9.****                 Record-Keeping**

The Company requires honest and accurate recording andreporting of information, including time sheets, sales records and expensereports, in order to make responsible business decisions. For example, only thetrue and actual number of hours worked should be reported.

Many directors, officers and employees regularly usebusiness expense accounts, which must be documented and recorded accurately. Ifyou are not sure whether a certain expense is legitimate, ask your supervisoror your controller.

All of the Company’s books, records, accounts andfinancial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions and must conform both toapplicable legal requirements and to the Company’s system of internal controls.Unrecorded or “off the books” funds or assets should not be maintained unlesspermitted by applicable law or regulation.

Business records and communications often becomepublic, and we should avoid exaggeration, derogatory remarks, guesswork, orinappropriate characterizations of people and companies that can bemisunderstood. This applies equally to e-mail, internal memoranda, and formalreports. Records should always be retained or destroyed according to theCompany’s record retention policies. In accordance with those policies, in theevent of litigation or governmental investigation please consult the LegalDepartment.

**10.****          Confidentiality**

Directors, officersand employees must maintain the confidentiality of confidential informationentrusted to them by the Company or its customers and suppliers, except whendisclosure is authorized by the Legal Department or required by laws or regulations.Confidential information includes all non-public information that might be ofuse to competitors, or harmful to the Company or its customers and suppliers,if disclosed. It also includes information that suppliers and customers haveentrusted to us. The obligation to preserve confidential information continueseven after employment ends.

**11.****          Protectionand Proper Use of Company Assets**

All directors, officers and employees should endeavorto protect the Company’s assets and ensure their efficient use. Theft,carelessness, and waste have a direct impact on the Company’s profitability.Any suspected incident of fraud or theft should be immediately reported forinvestigation. Company equipment should not be used for non-Company business,though incidental personal use may be permitted.

The obligation ofdirectors, officers and employees to protect the Company’s assets includes itsproprietary information. Proprietary information includes intellectual propertysuch as trade secrets, 

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patents,trademarks, and copyrights, as well as business, marketing and service plans,engineering and manufacturing ideas, designs, databases, records, salaryinformation and any unpublished financial data and reports. Unauthorized use ordistribution of this information would violate Company policy. It could also beillegal and result in civil or even criminal penalties.

**12.****          Paymentsto Government Personnel**

The U.S. Foreign Corrupt Practices Act prohibitsgiving anything of value, directly or indirectly, to officials of foreigngovernments or foreign political candidates in order to obtain or retainbusiness. It is strictly prohibited to make illegal payments to governmentofficials of any country.

In addition, theU.S. government has a number of laws and regulations regarding businessgratuities that may be accepted by U.S. government personnel. The promise,offer or delivery to an official or employee of the U.S. government of a gift,favor or other gratuity in violation of these rules would not only violateCompany policy but could also be a criminal offense. State and localgovernments, as well as foreign governments, may have similar rules. The LegalDepartment can provide guidance to you in this area.

**13.****          Disclosure**

Each director, officer or employee involved in theCompany’s disclosure process, including the Chief Executive Officer and allsenior financial officers, including the chief financial officer and principalaccounting officer, is required to be familiar with and comply with the Company’sinternal reporting practices. This includes the Company’s disclosure controlsand procedures and internal controls over financial reporting, to the extentrelevant to his or her area of responsibility. Additionally, such persons mustensure that the Company’s public reports and documents comply in all materialrespects with the applicable federal securities laws. Supervisory personnelshould, to the extent appropriate within his or her area of responsibility,consult with other Company officers and employees and take other appropriatesteps regarding these disclosures with the goal of making full, fair, accurate,timely and understandable disclosure.

Each director,officer or employee who is involved in the Company’s disclosure process must:

·       Familiarizehimself or herself with the disclosure requirements applicable to the Companyas well as the business and financial operations of the Company;

·       Notknowingly misrepresent, or cause others to misrepresent, facts about theCompany to others, whether within or outside the Company, including to theCompany’s independent auditors, governmental regulators and self-regulatoryorganizations; and

·       Properly review andcritically analyze proposed disclosure for accuracy and completeness (or, whereappropriate, delegate this task to others).

**14.****          Reportingany Illegal or Unethical Behavior**

Directors, officers and employees are required to talkto supervisors, managers or other appropriate personnel about observed illegalor unethical behavior and when in doubt about the best course of action in aparticular situation. Failure to report such existing or potentially wrongfulbehavior is itself a violation of this Code. It is the policy of the Companynot to allow retaliation for reports of misconduct by others made in good faithby employees. Directors, officers and employees are expected to cooperate ininternal investigations of misconduct.

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The Board shalltake all appropriate action to investigate any reported violations of thisCode. If a violation has occurred, the Company will take such appropriatedisciplinary or preventive action, after consultation by the Board, in the caseof director or officer, or the Audit Committee, or another committee of theBoard, in the case of any other employee.

**14A.****  Submissionof Complaints**

Complaints about violations of the law or of the Codecan be submitted in any form to the direct manager of the reporting person, orto the local general counsel or to the head of human resources in the relevantunit.

Should  none ofthe above individuals be the appropriate person to handle the complaint, thereporting person can  address thecomplaint directly to  the Executive VicePresident of Human Resources, Efrat Shapira, at 972-3-7666803(phone) 972-3-7666809 (fax) or *efrat.shapira@ness.com*or to the Secretary and General counsel, Ilan Rotem, at 972-3-7666842(phone) 972-3-7666819 (fax) or *ilan.rotem@ness.com*.

We encourage any reporting person to stand behindhis/her complaint as we will not allow any retaliation against reporters ofviolations. However, we understand the need for allowing anonymity in certainsituations and we welcome such anonymous reports.

To ensure the anonymity of all complaints andspecifically complaints regarding accounting practices, internal accountingcontrols and auditing matters-all complaints can also be reported to ourinternal auditor firm Ezra Yehuda Management Services Ltd at 33 Jabotisny St.Ramat Gan 52511 Israel or fax 972-3-6130137 or *ezra-y88@zahav.net.il*.

All reportssubmitted to Mr. Ezra Yehuda (who acts as an independent contractor) willbe transferred to our Audit Committee through the Company’s Secretary.

**15.****          NoRetaliation**

The Company iscommitted to protecting individuals against retaliation. The Company will nottolerate any retaliation against any person who provides information in goodfaith to the Company or law enforcement official concerning a possibleviolation of any law, regulation or this Code. Any director, officer oremployee who violates this rule may be subject to civil, criminal andadministrative penalties, as well as disciplinary action, up to and includingtermination of employment.

**16.****          Amendmentsand Waivers of the Code of Business Conduct and Ethics**

This Code may be amended or modified only by theBoard. Any waiver of this Code for executive officers or directors may be madeonly by the Board or a Board committee and will be promptly disclosed asrequired by law or Nasdaq Stock Market regulation.

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