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This employment agreement (“Agreement”), is made and entered into this _____ day of ________, 20__ (“Effective Date”), by and between ____________________________ (the “Company”), a corporation incorporated under the laws of [State of Incorporation] and having its principal place of business at [Company Address] and ______________________ (“Employee”) of [Address of Employee].
1. Employment, Duties, and Acceptance
1.1. Company hereby employs Employee for the Term (as defined in Clause 2.1) to render exclusive and full-time services to the Company and to the subsidiaries of Company and to devote his/her best efforts to the affairs of the Company and to perform such duties as Employee shall be directed to perform by the management of the Company.
1.2. Employee hereby accepts such employment and agrees to render such services at Company’s offices located at Bangalore. However, should need arise Employee may be transferred or expected to travel to any of the other Company’s other offices.
1.3. Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder.
2. Term of Employment
2.1. The term of Employee’s employment pursuant to this Agreement (the “Term”) shall begin on the date hereof, and will continue unless terminated in accordance with Clause 17.
3.1 As compensation for all services to be rendered pursuant to this Agreement or at the request of the Company, Company agrees to pay Employee gross salary as set out in the Offer Letter.
3.2. The break-up of Employee’s annual gross salary and benefits details along with some conditions applicable are set out in the Offer Letter. The Company is entitled to deduct all applicable taxes under law.
3.3 Salary will be paid into the Employee’s salary account by the last day of each month or as directed by the management.
3.4 The Employee will be solely responsible for all personal and other taxes arising on the compensation as relevant, including the preparation and filing of tax returns to the appropriate authorities.
3.5 Company shall pay or reimburse Employee for all pre-approved expenses in connection with the performance of services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as it from time to time requests evidencing the nature of such expense in accordance with Company procedures from time to time in effect.
3.6 Employee’s compensation will be subject to annual review, or at such times as may be appropriate. Company operates on a Pay-for-Performance policy and the result of any remuneration review will take the Employee’s performance into account.
3.7 Employee acknowledges that the information relating to the compensation is strictly confidential and hence shall maintain its confidentiality.
4. Working Hours
4.1 The normal working hours are 10 am to 6pm with 30 minutes lunch break Monday through Saturday, except second Saturday of every month. However due to business exigencies employees may be required to work at different timings which may be prescribed by the manager from time to time.
4.2 For the businesses that operate on a 24 x 7 basis, Employee may be required to work at different times including night. In all such cases, the actual working hours shall be as prescribed by the manager.
5.1 Employee has been employed based on the details provided by the Employee to the Company application form / employee data form/during the interview/data provided prior to or at the time of joining.
5.2 The employment of the Employee is based on Indian laws and subject to no adverse information being obtained during reference checking with previous employers, validation of educational qualifications or background checks, and approval of employment/immigration pass application (wherever applicable).
6. Personal Data Transfer
6.1 The Company’s human resources information systems are consolidated and managed centrally. As a result, personal data may be transferred around locations worldwide and to selected outside organizations that do business with the Company and our workforce. To assure that personal data privacy is adequately safeguarded, the Company operates internal procedures to protect the confidentiality and security of individual personal data, and the Company requires that the outside organizations that the Company works with provide adequate levels of protection. By signing this Agreement and accepting employment with the Company, the Employee consents to this data transfer.
7.1 Employee will be covered by leave policy of the Company. Leave will be administered on Calendar year basis.
8.1 The retirement is 60 years.
9. Exclusivity of Service
9.1 The Employee’s employment with the Company is exclusive. The Employee shall not directly or indirectly engage in or provide services to another business entity. The Employee shall not engage in any commercial activity, directly or indirectly, which could interfere with the performance of the Employee’s present job. During the Term, the Employee agrees not to undertake any activity, which creates, or could create, an actual or perceived conflict of interest with the terms of this Agreement, or which in any way compromises the Employee’s duty of loyalty to the Company.
10. Non-disclosure of the Company’s Confidential Information and Intellectual Property
10.1 During the Employee’s employment with the Company or at any time thereafter, the Employee agrees not to disclose any Confidential Information, concerning the Company or its affiliated corporations which could adversely affect the Company’s image, reputation or value, to any person, including any competitor of the Company, or future employer. The Employee will not use the Confidential Information for any purpose other than those permitted by the Company.
10.2 The Employee will comply with all security precautions and measures of the Company that are intended to maintain the confidentiality of its Confidential Information and to limit its distribution to instances of a legitimate need-to-know basis that are intended to promote the best interests of the Company.
10.3 Confidential Information, without limitation will include all information regardless of its form of recording, not in the public domain, relating to:
10.3.1. Information on customers of the Company: names, addresses, telephone numbers, contact persons, and banking information.
10.3.2. Proprietary and financial information of the Company: prices, sales information, terms of contracts with discounts, costs, the names of its suppliers and customers and business and financial plans.
10.3.3. The Company’s business methods, practices, strategies, and related information including marketing and advertising, and data retention methodologies by which the Company maintains information regarding its clients.
10.3.4. All information regarding the Company’s employees and its related human resources information, including employee manuals, interviewing techniques, and training manuals.
10.3.5. Information received by the Company from third persons to whom it owes a duty of confidence.
10.3.6. Secrets, trade secrets, know-how, ideas, and processes of the Company.
10.4 Any Intellectual Property developed by the Employee during the Employee’s employment with the Company, including any copyrights, designs, patents, layouts, mask works etc shall be the exclusive property of the Company and the Employee hereby assign all rights in relation to such intellectual property to the Company on a worldwide and perpetual basis and agrees to do all such acts to perfect such assignment to the Company. In order to more effectively set out the detailed rights and obligations of the parties in relation to protection of confidential information and intellectual property, the Employee may be required to execute additional documents with the Company and the Employee agrees to be bound by the same.
10.5 Employee agrees that he/she has not brought any Confidential Information of a former employer to the Company and that he/she will not use any Confidential Information of a former employer in the performance of duties with the Company. The Employee will be solely responsible for any infringement of third party intellectual property rights during the performance of his duties with the Company.
10.6 At all times, both during and after the Employee’s employment with the Company, the Employee will maintain the confidentiality of the Company’s Confidential Information and intellectual property. The Employee will not use, transfer, publish, disclose, or report Confidential Information directly or indirectly, except such disclosure to other Company employees or authorized third parties as may be necessary in the ordinary course of performing the duties for the Company or otherwise as directed by the Company.
10.7 The Employee shall upon termination of his/her employment with the Company, return all property belonging to the Company, including without limitation all Confidential Information, documents, and any other form of media, copies of any of the above, microcomputer systems, computer terminals, modems, other hardware, telephones, credit cards, and/or company automobile.
10.8 The Company’s intellectual property and Confidential Information are amongst the Company’s most important assets, a breach of security or confidentiality is regarded very seriously and could lead to termination of employment.
11.1 The Employee agrees to indemnify and the hold the Company and/or its affiliates and its directors, employees, clients and representatives harmless from all losses, liabilities, claims and damages which may be a result of an act caused by you in contravention of this Agreement.
12. Employment Handbook
12.1 The Employee’s employment is subject to the Employee’s agreement to abide by the Company’s Employee Handbook and such other policies as applicable. A copy of all such literature shall be provided to the Employee and the Employee is required to indicate acceptance of the contents.
13.1 The Employee represents and warrants that the Employee is not prevented by any prior or existing agreement, contract or court order, which in any way directly or indirectly restricts or prohibits the Employee from fully performing any of the duties of the employment in accordance with the terms of this Agreement.
13.2 This employment is conditional on the basis of the Employee having furnished to the Company correct information regarding Employee’s previous employment and other credentials. If at any time it is revealed that the employment has been obtained by furnishing false information or by withholding pertinent information, the Company shall have the right to terminate the Employee’s services at any time without notice or compensation thereof.
14.1 Employee agrees and undertakes that during the employment with the Company and for a period of six (6) months following the termination of the employment, the Employee shall not directly or indirectly be engaged in or provide services to any corporation, partnership, association, organization, or an agency thereof that is running and/or managing and/or operating and/or owning a business which is similar to the business of the Company.
15. Corrupt Practices
15.1 During the period that Employee is employed by the Company, the Employee shall not, on behalf of the Company, authorize, offer, promise or make any payment or give any other thing of value, directly or indirectly, to a government official or to a commercial party, in order to influence or reward an action or decision or to gain an improper advantage.
15.2 Likewise, no third party may, directly or indirectly, request, agree to receive or accept payment of money or any other thing of value, unless authorized as per policy.
16. Probationary Period
16.1 The Employee’s first three (3) months with the Company will be a probationary period. This means that either party (Employee or Company) will be entitled to terminate this Agreement at any time during this period by giving two (2) weeks’ notice in writing. The Employee shall be deemed to be on probation until the receipt of written communication confirming the completion of the same.
17. Termination of Employment
17.1 After the probationary period either party may terminate this Agreement with 45 days of written notice or payment of salary in lieu of such notice.
17.2 In the event the Employee requests to be relieved from services with the Company at the earliest date, the Company may relieve the Employee solely at its own discretion. Further, upon the Employee serving notice of termination, the Company shall be entitled to unilaterally relieve the Employee earlier. In such an event, the Company will pay the Employee a compensation for 45 days from the date of the Employee’s written notice or termination
17.3 The Company reserves the right to require the Employee not to attend at work and/or not to undertake all or any of the essential duties during the period of notice – whether given by the Employee or the Company, provided that the Company shall continue to pay the Employee’s salary and contractual benefits.
17.4 The Company reserves the right to terminate this agreement ‘for cause’ without any notice
if it has reasonable grounds to believe, without limitation,
that the Employee is
17.4.1. guilty of misconduct or material breach of any of the terms of employment;
17.4.2. do not have the mental or physical capability to carry out the assigned duties, or committed any act detrimental to the interests of the Company;
17.4.3. Any wilful and intentional act having the effect of injuring the reputation business, business
relationships of Company or its affiliates;
17.4.4. Repeated or continuous failure, neglect, or refusal to perform Employee’s duties hereunder.
17.5 On termination or/and separation from the Company, the Employee must immediately return to the Company in accordance with its instructions all equipment, records, software, other documents and their copies and any/ all other property belonging to the Company.
18.1 All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid telegram, or mailed first-class, postage prepaid, as follows:
If to Employee:
If to Company:
19.1 It is acknowledged that the rights of Company under this Agreement are of a special, unique, and intellectual character which gives them a peculiar value, and that a breach of any provision of this Agreement (particularly, but not limited to, the exclusivity provisions hereof and the provisions of Article 5 hereof), will cause Company irreparable injury and damage which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting any right or remedy which Company may have in the premises, Employee specifically agrees that Company shall be entitled to seek injunctive relief to enforce and protect its rights under this Agreement.
19.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings.
19.3 The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
19.4 This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets.
19.5 The various clauses and sub clauses of this Agreement are severable and is any such clause of sub clause is held to be invalid or unenforceable by any court of jurisdiction then such invalidity or unenforceability shall not affect that of the remaining clauses or sub clauses.
19.6 This Agreement is governed by and construed in accordance with the governing Indian laws and subject to the dispute resolution clause below, you and the Company submit to the exclusive jurisdiction applicable in Bengaluru.
19.7 Except as provided herein, all disputes in relation to this Agreement shall be settled through arbitration in accordance with the Arbitration and Conciliation Act, 1996. Concrete efforts will be made to resolve disputes through mediation, failing which both parties shall appoint one (1) arbitration officer. The arbitration proceedings shall take place in Bengaluru and will be carried out in English.
19.8 The Employee acknowledges that damages alone will not be an adequate remedy in the event of breach of any of your obligations under this Agreement. You therefore agree that the Company shall be entitled to obtain injunctive or equitable relief from any court of competent jurisdiction.
19.9 Employee will abide by the terms of this Agreement, Company’s HR Policy, rules and regulations, declarations made from time to time. Amendments/ alterations of the same is at the sole discretion of the management and all such policies, rules and regulations of the Company shall be binding on the Employee during the course of your employment.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.
Name of the Employee
Signature of the Employee
Name of the Employer
Signature of the Employer
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