Exhibit
14








CODE
OF BUSINESS CONDUCT AND ETHICS





NESS
TECHNOLOGIES, INC.


__________________________________





Introduction




This Code
of Business 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’s standards
of integrity and business conduct.  Every director, officer and
employee of the Company is expected to adhere to the principles and procedures
set forth herein. The purpose of this Code is to promote:




·
            Honest
      and ethical conduct, including fair dealing and the ethical handling of
      actual or apparent interest between personal and professional
      relationships;




·
            Conducting
      business with professional competence and
  integrity;




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




·
            Compliance
      with applicable laws, rules and
regulations;




·
            Prompt
      reporting of violations of this Code;
and




·
            Accountability
      for adherence to this Code and to deter
  wrongdoing.




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




Those who
violate the standards in this Code will be subject to disciplinary action, up to
and including termination of employment.




l.           Compliance
with Laws, Rules and Regulations




Obeying
the law, both in letter and in spirit, is the foundation on which this Company’s
ethical standards are built. All directors, officers and employees must respect
and obey the laws, rules and regulations of the cities, states and countries in
which we operate. It is the personal responsibility of each individual to adhere
to the standards and restrictions imposed by those laws, rules and regulations.
Any director, officer or employee who is unfamiliar or uncertain about the legal
rules involving the Company’s business conducted by him or her should consult
with higher levels of management or the Company’s legal department (the “Legal
Department”) before taking any actions that may jeopardize the Company or that
individual.




2.           Professional
Competence and Integrity




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




1




3.           Conflicts
of interest




A
“conflict of interest” exists when a person’s private interest interferes in any
way with the interests of the Company. A conflict situation can arise when a
director, officer or employee takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when a director, officer or employee, or
members of his or her family, receives improper personal 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 create conflicts of
interest.




It is
almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the board of
directors of the Company (the “Board”). Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with higher levels of
management or the Legal Department. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel.




4.           Insider
Trading




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




5.           Corporate
Opportunities




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




6.           Competition
and Fair Dealing




We seek
to outperform our competition fairly and honestly. Obtaining illegally
proprietary information, possessing trade secret information that was obtained
without the owner's consent or inducing such disclosures by past or present
employees of other companies is prohibited. Each director, officer or employee
should endeavor to respect the rights of and deal fairly with the Company’s
customers, suppliers, competitors and employees. No director, officer, or
employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other intentional unfair-dealing practice.




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




2




7.           Discrimination
and Harassment




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




8.           Health
and Safety




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




Violence
and threatening behavior are not permitted. Directors, officers, and employees
should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol.




9.           Record-Keeping




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




Many
directors, officers and employees regularly use business expense accounts, which
must be documented and recorded accurately. If you are not sure whether a
certain expense is legitimate, ask your supervisor or your
controller.




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




Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memoranda, and formal reports. Records should always be
retained or destroyed according to the Company's record retention policies. In
accordance with those policies, in the event of litigation or governmental
investigation please consult the Legal Department.




10.           Confidentiality




Directors,
officers and employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its customers and suppliers,
except when disclosure is authorized by the Legal Department or required by laws
or regulations. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers
and suppliers, if disclosed. It also includes information that suppliers and
customers have entrusted to us. The obligation to preserve confidential
information continues even after employment ends.




3




11.           Protection
and Proper Use of Company Assets




All
directors, officers and employees should endeavor to 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 for investigation. Company equipment should
not be used for non-Company business, though incidental personal use may be
permitted.




The
obligation of directors, officers and employees to protect the Company’s assets
includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.




12.           Payments
to Government Personnel




The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country.




In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities 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
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Legal
Department can provide guidance to you in this area.




13.           Disclosure




Each director, officer or employee
involved in the Company's disclosure process, including the Chief Executive
Officer and all senior financial officers, including the chief financial officer
and principal accounting officer, is required to be familiar with and comply
with the Company's internal reporting practices. This includes the Company's
disclosure controls and procedures and internal controls over financial
reporting, to the extent relevant to his or her area of responsibility.
Additionally, such persons must ensure that the Company's public reports and
documents comply in all material respects with the applicable federal securities
laws. Supervisory personnel should, to the extent appropriate within his or her
area of responsibility, consult with other Company officers and employees and
take other appropriate steps 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:




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




·
            Not
      knowingly misrepresent, or cause others to misrepresent, facts about the
      Company to others, whether within or outside the Company, including to the
      Company's independent auditors, governmental regulators and
      self-regulatory organizations; and




4




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




14.           Reporting
any Illegal or Unethical Behavior




Directors,
officers and employees are required to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. Failure to
report such existing or potentially wrongful behavior is itself a violation of
this Code. It is the policy of the Company not to allow retaliation for reports
of misconduct by others made in good faith by employees. Directors, officers and
employees are expected to cooperate in internal investigations of
misconduct.




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




14A.           Submission
of Complaints




Complaints
about violations of the law or of the Code can be submitted in any form to the
direct manager of the reporting person, or to the local general counsel or to
the head of human resources in the relevant unit.




Should  none
of the above individuals be the appropriate person to handle the complaint, the
reporting person can  address the complaint directly to  the
Executive Vice President of Human Resources, Atzmon Lifshitz, at +972-3-766-6803
(phone) +972-3-767-5188 (fax) or atzmon.lifshitz@ness.com
or to the Chief Legal Officer and Secretary, Ilan Rotem, at +972-3-766-6842
(phone), +972-3-769-3603 (fax) or ilan.rotem@ness.com.




We
encourage any reporting person to stand behind his/her complaint as we will not
allow any retaliation against reporters of violations. However, we understand
the need for allowing anonymity in certain situations and we welcome such
anonymous reports.




To ensure
the anonymity of all complaints and specifically complaints regarding accounting
practices, internal accounting controls and auditing matters – all complaints
can also be reported to our external legal counsel Mr. Ephraim Abramson, Adv. at
Ephraim Abramson & Co. Law Offices,  Beit Hatayelet, 2 Beitar
Street, Jerusalem 93386, Israel, via fax to +972-2-565-4001 or via email to
efia@abramson-law.co.il
with a copy to nesswb@abramson-law.co.il.




All
reports submitted to Mr. Abramson will be transferred to our Audit Committee
through the Company's Secretary.




15.           No
Retaliation




The
Company is committed to protecting individuals against retaliation. The Company
will not tolerate any retaliation against any person who provides information in
good faith to the Company or law enforcement official concerning a possible
violation of any law, regulation or this Code. Any director, officer or employee
who violates this rule may be subject to civil, criminal and administrative
penalties, as well as disciplinary action, up to and including termination of
employment.




5




16.           Amendments
and Waivers of the Code of Business Conduct and Ethics




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




6