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Other Terms and Conditions applicable to this Appointment:

  1. Executive Undertakings, Commitments and Covenants:
    1. The Executive agrees that he/she shall perform his/her duties and undertake responsibilities within the mandate of workplace and office policies of the Company, as modified from time to time, at the discretion of the Company, and shall use his/her sincere and dedicated efforts to effectively carry out all duties and responsibilities assigned to him/her by the manager/supervisor and others authorized by the Company to assign such duties and responsibilities.
    2. The Executive undertakes, commits, agrees and covenants that all final decisions with respect to his/her designation, area of responsibility, promotion, raises and such other related issues shall be taken by the authorized representative of the Company, in such form and manner, as shall be determined at the discretion of the management of the Company.
    3. The Executive undertakes, commits, agrees and covenants that as an Executive of the Company, he/she shall not accept any other project or commence or continue any freelance job during the course of his or her employment with the Company.
    4. The Executive undertakes, commits, agrees and covenants that this Agreement shall continue to be operative notwithstanding any change in his/her designation, promotion or transfer.
    5. The Executive shall apply and maintain the highest standards of personal conduct and integrity and comply with all Company policies and procedures, as amended from time to time.
    6. The Executive shall be subject to all applicable policies and bylaws of the Company as in effect from time to time. In the event of any conflict between any terms of such policies and the provisions of this Agreement, the terms of the policy shall prevail.
  2. Ownership of Intellectual Property
    1. “Intellectual Property” means any work product (whether tangible or intangible) including materials, writings, trademarks, trade names, computer programs, data, database, technology, ideas, concepts, trade secrets, designs (registered or unregistered), innovations, discoveries, inventions, improvements, (whether or not patentable and whether or not copyrightable) that is conceived, created, designed, invented, discovered, written, prepared or developed by Executive, solely or jointly with others, relating in any manner to any present or prospective business or other activities of the Company or its affiliates and/or resulting from the use of the Company’s time and/or materials and/or information and/or facilities, or from the services Executive performs for the Company (whether during normal business hours or other than during normal business hours) during Executive’s engagement by the Company, and includes work product that is known to Executive by virtue of his or her employment with the Company.
    2. With respect to any Intellectual Property that is protected under the Copyright Act, 1957, the Parties agree that all Intellectual Property created (in whole or in part) by Executive is or will be a work created in course of Executive’s employment with the Company under this contract of service and therefore, the Company shall be the first owner of such Intellectual Property and the copyright to such Intellectual Property will vest initially with the Company. If it is held by a competent authority that the Company is not the first owner of copyright in the Intellectual Property created by Executive, then Executive does now for good and valuable consideration hereby assign to the Company all right, title, and interest in and to such Intellectual Property, for the territory of the world and for the entire term of copyright protection in such Intellectual Property.
    3. With respect to any Intellectual Property that is or may be protected under the Patents Act, 1970, Executive for good and valuable consideration hereby assign to the Company the complete title to such Intellectual Property without limitation throughout the world for the entire term of patent protection, when granted.
    4. With respect to any other Intellectual Property that is not protected under the Copyright Act, 1957 or Patents Act, 1970 (including but not limited to trade names, trademarks, trade secrets, and non-copyrightable or non-patentable ideas, concepts, designs, innovations, discoveries, inventions, improvements, computer programs, data, and technology), Executive does now for good and valuable consideration hereby assign to the Company all right, title, and interest to such Intellectual Property, without limitation, throughout the world, in perpetuity. Executive hereby warrants and represents that neither Executive nor anyone claiming through Executive will have any rights to or at any time make any claim to such Intellectual Property.
    5. With respect to all Intellectual Property, Executive agrees to execute all documents and assist in all proceedings to perfect, register, or record the rights of the Company to the Intellectual Property, or secure, maintain or protect the Company’s ownership of the Intellectual Property, as the Company may deem appropriate. If Executive does not, within five days of presentment, return the requested executed documents, then the Company is hereby granted a limited power of attorney to execute all such documents on behalf of Executive. This power of attorney is coupled with an interest and is irrevocable.
    6. Executive will promptly disclose to the Company all intellectual property and maintain detailed written records (in the form of notes, sketches, drawings, and as may be reasonably specified by the Company) of all such intellectual property, including, without limitation, of the procedures employed and the results achieved to be submitted to the Company on the completion of each given project.
    7. Executive represents and warrants that he or she has the sole and exclusive right to dispose of any and all rights granted herein; that the Intellectual Property is original and free and clear of any encumbrances or liens and are not subject to any third-party agreements or arrangements that would interfere with the exercise of rights granted herein; that he or she will not execute any further agreement or arrangements in conflict herewith and that the Intellectual Property does not and will not violate or infringe on the right of privacy or any other right of any person or corporate entity including but not limited to any patent, copyright, trademark, trade secret, contract, or other right. Executive will hold harmless, defend, and fully indemnify the Company and its affiliates, and all of their Executives and agents against any damage, loss or expense, including reasonable attorneys’ fees, occasioned by any demand, claim, action, suit or proceeding by reason of any breach of any of the foregoing representations and warranties.
    8. Executive agrees that in the event the Executive develops, creates, or compiles any data, literature or develops or creates any creation in which any copyright or any other intellectual property right subsists in the course of his employment with the Company, she/he shall not disclose the same to any other person or persons and hereby assigns in perpetuity all future intellectual property rights including copyrights in favor of the Company. The Company shall be the exclusive and the first owner of such creation and/or compilation and shall deal with the same in any manner it deems fit. To the extent that it should be determined that the copyright or any other intellectual property right in any aspect of such creation and/or compilation does not vest with the Company, the Executive does hereby assign, worldwide in perpetuity and irrevocably, all the rights including the copyright to the title and concept of the said creation and/or compilation to the Company. The Executive agrees to execute and deliver to the Company all documents or do any acts which the Company may reasonably deem necessary to give effect to the intent and provisions of this Clause and perfect the rights granted herein.
  3. Confidential Information
    1. The Executive acknowledges that during the course of the Executive’s employment with the Company, the Executive has had and will continue to have access to “Confidential Information” of the Company and/or received by the Company from third parties, which is confidential to the Company and/or such third parties. The Executive acknowledges that Company has explained that such Confidential Information is the valuable property of the Company and/or their customers and is critical to its business.
    2. The Executive shall forever hold the Confidential Information in confidence and shall not publish, disclose, or disseminate, any time, to any Person or Competitor of the Company/ Affiliates; or use for any purpose any Confidential Information other than such purposes as shall be required to fulfil the Executive’s duties with the Company, or remove any Confidential Information, in whole or in part, from the Company’s premises, without the Company’s prior written permission.
    3. Notwithstanding the aforesaid provisions, the Executive may disclose Confidential Information where ordered to do so, by any government, judicial or quasi-judicial authority; provided however, that the Executive shall in such a case give the Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an exemption or protective order preventing such disclosure.
    4. The Executive shall return to the Company or to its nominees Confidential Information, including copies thereof irrespective of storage or presentation medium, including all electronic and hard copies thereof, and any other material containing or disclosing any Confidential Information which is in the Executive’s possession, power and control as and when called upon by the Company and upon termination, or at the option of the Company, as the case may be, destroy the same and will not make or retain any copies of such Confidential Information. Until such time as all such Confidential Information is returned or destroyed, the Company shall, in addition to initiating legal proceedings for recovery of the same, be entitled to withhold any salary, emoluments or other dues of the Executive. Further, the Executive shall compensate the Company for any misuse or damage to the Confidential Information of the Company.
    5. Post termination of these terms or end of the Executive’s employment with the Company, the Executive shall remain under an obligation to maintain confidentiality of the Confidential Information until such Confidential Information is made or becomes public.
    6. The Executive understands that access to the Company’s databases and table structures, including but not limited to databases or tables relating to salary information, benefits, or stock of Company Executives, is only on a “need to know basis”. The Executive understands that he/she is not permitted to access any database and tables, unless the database or table directly relates to the work being performed by the Executive, and the Executive agrees that he/she will not access any databases or tables other than those necessary to perform the Executive’s duties. The Executive understands that accessing a Company database or table that does not directly relate to the work required to be performed by the Executive may, at the sole option of the Company, result in disciplinary action, up to and including termination of employment. Further,
      1. Executive will not disclose his salary or any other compensation details to other Executives.
      2. Using another Executive’s password or allowing someone to use a password that has been designated solely as the password of the Executive, may, at the sole option of the Company, result in disciplinary action up to and including termination.
      3. Executives will not copy Company data or any technical code to Executive’s personal or home computers and will use only Company provided equipment.
      4. The Executive also understands that the Company may monitor and review which databases and tables that the Executive has been accessing at any time without prior notice to the Executive.
      5. Executives will use only the official Company e-mail system for all official and work-related communications and will not use personal e-mails for any official communication.
    7. During the term of employment, the Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom the Executive has an obligation of confidentiality, and the Executive will not bring onto the premises of the Company or Company’s clients any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality, unless consented to in writing by such former employer or person.
  4. Non-Competition
    1. During the term of Executive’s engagement by the Company and for one (1) year thereafter (the “Restricted Period”), the Executive will not engage in any acts of Competition. In agreeing to this restriction on Competition, the Executive acknowledges that:
      1. The Company’s business is conducted on an international basis, and as such is not geographically limited;
      2. If Executive were to participate in a business that competes with the Company, Executive’s new duties and the products, services, and technology of the competing business would be so similar or related to those contemplated by Executive’s engagement by the Company that it would be very difficult for Executive not to rely on or use the Confidential Information; and
      3. Executive, and any entity in competition with the Company to which Executive might render services, cannot avoid using the Confidential Information, because even in the best good faith, Executive cannot as a practical matter avoid using the knowledge of the Confidential Information in Executive’s work with such an entity.
    2. If any restriction with regard to Competition is found by any court of competent jurisdiction, or an arbitrator, to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be interpreted to extend over the maximum period of time, range of activities or geographic area to which it may be enforceable.
    3. For the purpose of this Agreement, “Competition” means:
      1. recruiting, soliciting, or inducing of any non-clerical Executives of the Company or its affiliates or any advisor in the Company councils to terminate their employment with, or otherwise cease their relationship with, the Company or its affiliates, or hiring or assisting another person or entity to hire any non-clerical Executive of the Company or its affiliates or any person who within six (6) months before had been a non-clerical Executive of the Company or any of its affiliates or any advisor to the Company councils;
      2. soliciting or inducing any actual or prospective customer, client, or investor of the Company or its affiliates to terminate, or otherwise to cease, reduce, or diminish in any way its relationship or contemplated relationship with the Company or its affiliates, whether or not the relationship between the Company or such affiliate and such person or entities was originally established, in whole or in part, through Executive’s efforts; or
      3. soliciting business of any client of or investor in the Company or any affiliates thereof (unless such solicitations are rendered on behalf of the Company or its affiliates), or render any services of the type usually rendered by the Company or an affiliate thereof for any such client of the Company or any affiliates thereof (unless such services are rendered on behalf of the Company), whether or not the relationship between the Company or such affiliate and such client or investor was originally established, in whole or in part, through Executive’s efforts.
      4. joining, working for, employed with, provide consultation or services to, be associated with, or advice a competitor of the Company.
  5. Indemnification The Executive shall defend, indemnify and hold the Company harmless from and against any and all losses, claims, liabilities, judgments and other matters, including but not limited to, reasonable attorney’s fees arising out of or incurred in connection with, a breach of any representation, warranty or covenant of the Executive under this Agreement.
  6. Remedies on Breach
    1. Executive agrees that upon a material breach of this Agreement by the Executive and failure by Executive to rectify such breach within the cure period of seven (7) days, only if such breach is capable of such cure or rectification, the Company shall have the right to recover all the losses and damages suffered by it and the Executive shall be liable to pay to the Company all remuneration received from the Company in addition to the compensation for the losses suffered by the Company.
    2. The Executive agrees that any negative covenants, obligations and/or undertakings given to the Company shall be specifically enforceable by injunction and any damages claimed in addition thereto shall not constitute a defense to any claim of injunction nor prevent the grant of specific relief to the Company. The Executive expressly waives the defense that damages are sufficient alternate relief to an injunction and the Executive confirms, assures and represents that each and all the negative covenants and obligations and undertakings referred to herein or separately executed in favor of the Company shall be enforceable by one or more mandatory injunctions prohibiting the breach of any covenant or compelling specific performance of any obligation or the observance of any covenant on the part of the Executive as contracted herein (whether by way of ad interim or interim relief, or otherwise by way of permanent injunction and damages).
    3. No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedy.
  7. LIMITATION OF LIABILITY: In No Event Shall The Company Be Liable For Any Special, Incidental, Punitive, Or Consequential Damages Of Any Kind In Connection With This Agreement, Even If The Company Has Been Informed In Advance Of The Possibility Of Such Damages.
  8. Termination
    1. Either party is entitled to terminate this appointment by a notice of 90 days in writing.
    2. In case any disciplinary and /or legal proceeding is pending or contemplated against the Executive, the Company may refuse the Executive’s resignation and in such case, the resignation shall not take effect till the Company accepts it.
    3. The Company may, however, at its sole discretion, opt to relieve the Executive earlier without any liability for payment of any dues for the un-expired period of notice. If Executive tenders resignation to be effective from a future date, the Company may accept the said resignation with immediate effect or with effect from any date prior to the date specified by Executive in the aforesaid letter of resignation.
    4. If, in the sole opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than thirty (30) consecutive days or more than ninety (90) days in any twelve-month period, then, the Company may terminate Executive’s employment, subject to applicable law.
    5. This Agreement will terminate forthwith upon the Executive’s death and the Company shall not have any further liability or obligation to the Executive, his executors, heirs, assigns or any other person claiming under or through his estate.
    6. The Executive’s services may be terminated without any notice or liability, for the following indicative causes:
      1. engaging in serious misconduct;
      2. habitual absenteeism, chronic alcoholism or any other form of addiction on the part of the Executive that prevents him/her from performing the essential functions of his position;
      3. committing a serious or persistent breach or non-observance of any condition of your employment;
      4. conviction for an indictable offence;
      5. knowingly or repeatedly act in excess of your powers or in contravention of the instructions of the management or the board;
      6. knowingly or repeatedly fail to perform your duties as set out herein;
      7. acting with gross or repeated incompetence or negligence to the material detriment of the Company; and
      8. gross or repeated contravention of the provisions of the Non-Solicitation and Non-Competition Clause or the Confidentiality Clause hereof.
  9. Consequences of Termination The Executive hereby agrees that upon termination of this Agreement by either of the Company or the Executive, the Executive shall return all the properties belonging to the Company in its possession as per the instructions of the Company and hand over charge to the designated representative of the Company. The Executive agrees that failure by her/him to return the property of the Company upon termination shall be deemed to be criminal breach of trust.
  10. Governing Law and Jurisdiction This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws applicable in India. The courts at Bangalore shall have the exclusive jurisdiction to entertain any dispute or suit arising out of or in relation to this Agreement.