**Exhibit 14**

**CODEOF BUSINESS CONDUCT AND ETHICS**

**NESSTECHNOLOGIES, INC.**

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**Introduction**

ThisCode 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’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 apolicy in this Code, you must comply with the law. If you have any questionsabout these conflicts, you should ask your supervisor how to handle thesituation.

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

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

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

**2.**                 ProfessionalCompetence and Integrity

The Company is committed to deliver professionalservices in accordance with its policies and relevant technical andprofessional standards, to meet its contractual obligations, and to uphold itsname and reputation.

**3.**                 Conflictsof interest

A “conflict of interest”exists when a person’s private interest interferes in any way with theinterests of the Company. A conflict situation can arise when a director,officer or employee takes actions or has interests that may make it difficultto perform his or her Company work objectively and effectively. 

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Conflicts of interest mayalso arise when a director, officer or employee, or members of his or herfamily, receives improper personal benefits as a result of his or her positionin the Company. Loans to, or guarantees of obligations of, employees and theirfamily members may create conflicts of interest.

It is almost always a conflict of interest for aCompany 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 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 toconfidential information are not permitted to use or share that information forstock trading purposes or for any other purpose except the conduct of ourbusiness. All non-public information about the Company should be consideredconfidential information. To use non-public information for personal financialbenefit or to “tip” others who might make an investment decision on the basisof this information is not only unethical, but also illegal. In order to assistwith compliance with laws against insider trading, the Company has adopted aspecific policy governing the trading in securities of the Company. This policyhas been distributed to every employee. If you have any questions, please consultthe Legal Department.

**5.**                 CorporateOpportunities

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

**6.**                 Competitionand Fair Dealing

We seek to outperform ourcompetition fairly and honestly. Obtaining illegally proprietary information,possessing trade secret information that was obtained without the owner’sconsent or inducing such disclosures by past or present employees of othercompanies is prohibited. Each director, officer or employee should endeavor torespect the rights of and deal fairly with the Company’s customers, suppliers,competitors and employees. No director, officer, or employee should take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other intentionalunfair-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 of the Company’s directors, officers,and employees is a tremendous asset. We are firmly committed to providing equalopportunity in all aspects of employment and will not tolerate any illegaldiscrimination or harassment of any kind. Examples include derogatory commentsbased on racial or ethnic characteristics and unwelcome sexual advances.

**8.**                 Healthand Safety

The Company strives toprovide each employee with a safe and healthy work environment. Each employeehas responsibility for maintaining a safe and healthy workplace for allemployees by following safety and health rules and practices and reportingaccidents, injuries and unsafe equipment, practices or conditions.

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

**9.**                 Record-Keeping

The Company requireshonest and accurate recording and reporting of information, including timesheets, sales records and expense reports, in order to make responsiblebusiness decisions. For example, only the true and actual number of hoursworked should be reported.

Many directors, officersand employees regularly use business expense accounts, which must be documentedand recorded accurately. If you are not sure whether a certain expense islegitimate, ask your supervisor or your controller.

All of the Company’sbooks, records, accounts and financial statements must be maintained inreasonable detail, must appropriately reflect the Company’s transactions andmust conform both to applicable legal requirements and to the Company’s systemof internal controls. Unrecorded or “off the books” funds or assets should notbe maintained unless permitted 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, officers and employees must maintain theconfidentiality of confidential information entrusted to them by the Company orits customers and suppliers, except when disclosure is authorized by the LegalDepartment or required by laws or regulations. Confidential informationincludes all non-public information that might be of use to competitors, orharmful to the Company or its customers and suppliers, if disclosed. It alsoincludes information that suppliers and customers have entrusted to us. Theobligation to preserve confidential information continues even after employmentends.

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

All directors, officersand employees should endeavor to protect the Company’s assets and ensure theirefficient use. Theft, carelessness, and waste have a direct impact on theCompany’s profitability. Any suspected incident of fraud or theft should beimmediately reported for investigation. Company equipment should not be usedfor non-Company business, though incidental personal use may be permitted.

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The obligation of directors, officers and employees toprotect the Company’s assets includes its proprietary information. Proprietaryinformation 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, 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 CorruptPractices Act prohibits giving anything of value, directly or indirectly, toofficials of foreign governments or foreign political candidates in order toobtain or retain business. It is strictly prohibited to make illegal paymentsto government officials of any country.

In addition, the U.S. government has a number of lawsand regulations regarding business gratuities that may be accepted by U.S.government personnel. The promise, offer or delivery to an official or employeeof the U.S. government of a gift, favor or other gratuity in violation of theserules would not only violate Company policy but could also be a criminaloffense. State and local governments, as well as foreign governments, may havesimilar rules. The Legal Department can provide guidance to you in this area.

**13.**          Disclosure

Each director, officer oremployee involved in the Company’s disclosure process, including the ChiefExecutive Officer and all senior financial officers, including the chieffinancial officer and principal accounting officer, is required to be familiarwith and comply with the Company’s internal reporting practices. This includesthe Company’s disclosure controls and procedures and internal controls overfinancial reporting, to the extent relevant to his or her area ofresponsibility. Additionally, such persons must ensure that the Company’spublic reports and documents comply in all material respects with theapplicable federal securities laws. Supervisory personnel should, to the extentappropriate within his or her area of responsibility, consult with otherCompany officers and employees and take other appropriate steps regarding thesedisclosures with the goal of making full, fair, accurate, timely andunderstandable disclosure.

Eachdirector, officer or employee who is involved in the Company’s disclosureprocess must:

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

·       Not knowingly misrepresent, orcause others to misrepresent, facts about the Company to others, whether withinor outside the Company, including to the Company’s independent auditors,governmental regulators and self-regulatory organizations; and

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

**14.**          Reportingany Illegal or Unethical Behavior

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

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The Board shall take all appropriate action toinvestigate any reported violations of this Code. If a violation has occurred,the Company will take such appropriate disciplinary or preventive action, afterconsultation by the Board, in the case of director or officer, or the AuditCommittee, or another committee of the Board, in the case of any otheremployee.

**14A.**  Submissionof Complaints

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

Should  none of the above individuals be theappropriate person to handle the complaint, the reporting person can  address the complaint directly to  the Executive Vice President of HumanResources, Efrat Shapira, at +972-3-7666803 (phone) +972-3-7666809(fax) or efrat.shapira@ness.com or to the Secretary and General counsel, IlanRotem, at +972-3-7666842 (phone) +972-3-7666819 (fax)or ilan.rotem@ness.com.

We encourage any reportingperson to stand behind his/her complaint as we will not allow any retaliationagainst reporters of violations. However, we understand the need for allowinganonymity in certain situations and we welcome such anonymous reports.

To ensure the anonymity ofall complaints and specifically complaints regarding accounting practices,internal accounting controls and auditing matters—all complaints can also bereported to our external legal counsel Mr. Ephraim Abramson, Adv. atEphraim Abramson & Co. Law Firm at 16B King George St. Jerusalem 94229Israel via fax to +972-2-6259264 or via email toefia@abramson-law.co.il.

All reports submitted to Mr. Abramson will betransferred to our Audit Committee through the Company’s Secretary.

**15.**          NoRetaliation

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

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

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

 

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