Format of Employment Agreement

THIS AGREEMENT (hereinafter referred to as the "Agreement") made and executed at [Place] this [Date], by and between [Company's Name] a company incorporated under the Companies Act, 2013 and having its registered office at [address] (hereinafter referred to as the "Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART AND [Employee's Name], Indian Inhabitant residing at [address](hereinafter referred to as the "Executive", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.

WHEREAS the Company is desirous of employing the Executive and the Executive wishes to accept employment with the Company, on the terms and subject to the conditions set forth in this Agreement.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Employment

The Company shall employ the executive and the Executive shall serve the Company, as a (specify the category of employment/service) of the Company, with such duties and responsibilities as may be assigned to the Executive by the President/CEO of the Company and as are normally associated with a position of that nature. The Executive shall devote her best efforts and all of her business time to the performance of her duties under this Agreement and shall perform them faithfully, diligently and competently and in a manner consistent with the policies of the Company as determined from time to time by an officer of or President/CEO of the Company. The Executive shall report to the General Manager, (specify) Office of the Company. The Executive whilst working in the Company shall not engage in activities outside the scope of her employment if such activities would detract from or interfere with the fulfillment of her responsibilities or duties under this Agreement or require substantial time or services on the part of the Executive. The Executive shall not serve as a director (or the equivalent position) of any company or other entity and shall not receive fees or any other remuneration for work performed either within or outside the scope of her employment without prior written consent of the President/CEO of the Company. This consent shall not be unreasonably withheld.

2. Term of Employment

The Executive's employment by the Company under this agreement shall commence on the date of this Agreement and subject to earlier termination pursuant to Clause 5 or 7, shall terminate on (specify date). This Agreement may also be extended as needed by a written amendment as discussed in Clause 8.

3. Compensation

As full compensation for all services rendered by the Executive to the Company under this Employment Agreement, the Company shall pay to the Executive the compensation set forth in Schedule A attached hereto. This schedule may be amended from time to time in writing by the Company and the Executive.

4. Fringe Benefits Expenses

• The Executive shall be entitled to receive all health and pension benefits, if any, provided by the Company to its employees generally and shall also be entitled to participate in all benefit plans, if any, provided by the Company to its employees generally.

• The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by her in connection with the performance of her services for the Company in accordance with the Company's policies, upon submission of appropriate expense reports and documentation in accordance with the Company's policies and procedures. The Company will reimburse the Executive for the expenses involved with her acquisition and business-related use of a portable cellular telephone.

• The Executive shall be entitled to Three (3) weeks paid vacation annually, to be taken at times selected by her, with the prior concurrence of the General Manager to whom the Executive is to report.

5. Disability or Death

•   If, as the result of any physical or mental disability, the Executive shall have failed or is unable to perform her duties for a period of Sixty (60) consecutive days, the Company may, by notice to the Executive subsequent thereto, terminate her employment under this Employment Agreement as of the date of the notice without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid basic salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

•  The term of the Executive's employment under this Employment Agreement shall terminate upon her death without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid basic salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

6. Non-competition; Confidential Information; Inventions

• During the term of the Executive's employment under this agreement, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker, partner, individual proprietor, lender, consultant, or otherwise), either individually or in or through any person (whether a corporation, partnership, association, or other entity) which engages anywhere in India in a business which is conducted by the Company on the date of termination of her employment, except that she may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities of any class of any publicly held company which is competitive with the business of the Company.

• The Executive shall not, directly or indirectly, either during the term of the Executive's employment under this Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as required by law), or use in any manner, any information acquired by the Executive during her employment by the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the Company's operations or affairs unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive. Information subject to the provisions of this paragraph shall include, without limitation:

(i) procedures for computer access and passwords of the Company's clients and customers, program manuals, user manuals, or other documentation, run books, screen, file, or database layouts, systems flowcharts, and all documentation normally related to the design or implementation of any computer programs developed by the Company relating to computer programs or systems installed either for customers or for internal use;

(ii)  lists of present clients and customers and the names of individuals at each client or customer location with whom the Company deals, the type of equipment or computer software they purchase or use, and information relating to those clients and customers which has been given to the Company by them or developed by the Company, relating to computer programs or systems installed;

(iii) lists of or information about personnel seeking employment with or who are employed by the Company;

(iv) prospect lists for actual or potential clients and customers of the Company and contact persons at such actual or potential clients and customers;

(v)  any other information relating to the Company's research, development, inventions, purchasing, engineering, marketing, merchandising, and selling.

• The Executive shall not, directly or indirectly, either during the term of the Executive's employment under this Agreement or for a period of One year thereafter, solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its subsidiaries, divisions, or affiliates, or solicit the business of any person who was a client or customer of the Company, its subsidiaries, divisions, or affiliates, in each case at any time during the past year of the term of the Executive's employment under this Agreement. For purposes of this Agreement, the term "person" shall include natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations, partnerships, joint ventures, and governments, or any agencies, instrumentalities, or political sub-divisions thereof.

• All memoranda, notes, records, or other documents made or composed by the Executive, or made available to her during the term of this Employment Agreement concerning or in any way relating to the business or affairs of the Company, its subsidiaries, divisions, affiliates, or clients shall be the Company's property and shall be delivered to the Company on the termination of this Agreement or at any other time at the request of the Company.

(i)   The Executive hereby assigns and agrees to assign to the Company all her rights to and title and interest to all Inventions, and to applications for Indian and foreign patents and Indian and foreign patents granted upon such Inventions and to all copyrightable material or other works related thereto.

(ii)  The Executive agrees for herself and her heirs, personal representatives, successors, and assigns, upon request of the Company, to at all times do such acts, such as giving testimony in support of the Executive's inventorship, and to execute and deliver promptly to the Company such papers, instruments, and documents, without expense to her, as from time to time may be necessary or useful in the Company's opinion to apply for, secure, maintain, reissue, extend, or defend the Company's worldwide rights in the Inventions or in any or all Indian patents and in any or all patents in any country foreign to the Indian, so as to secure to the Company the full benefits of the Inventions or discoveries and otherwise to carry into full force and effect the text and the intent of the assignment set out in Clause 6E(i) above.

(iii) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free right to use in its business, and to make, have made, use, and sell products, processes, and services to make, have made, use, and sell products, processes, and services derived from any inventions, discoveries, concepts, and ideas, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques, as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but which are made or conceived by the Executive during her employment by the Company or with the use or assistance of the Company's facilities, materials, or personnel. If the Company determines that it has no present or future interest in any invention or discovery made by the Executive under this paragraph, the Company shall release such invention or discovery to the Executive within Sixty (60) days after the Executive's notice in writing is received by the Company requesting such release. If the Company determines that it does or may in the future have an interest in any such invention or discovery, such information will be communicated to the Executive within the 60-day period described above.

(iv) For purposes of this Clause 6E, "Inventions" means inventions, discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, processes, methods, formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning any present or prospective activities of the Company with which the Executive becomes acquainted as a result of her employment by the Company.

• The Executive acknowledges that the agreements provided in this Clause 6 were an inducement to the Company entering into this Agreement and that the remedy at law for breach of her covenants under this Clause 6 will be inadequate and, accordingly, in the event of any breach or threatened breach by the Executive of any provision of this Clause 6, the Company shall be entitled, in addition to all other remedies, to an injunction restraining any such breach.

7. Termination

The Company shall have the right to terminate this Employment Agreement and the Executive's employment with the Company for cause. For purposes of this Agreement, the term "cause" shall mean:

• Any breach of the Executive's obligations under this Agreement;

• Fraud, theft, or gross malfeasance on the part of the Executive, including, without limitation, conduct of a felonious or criminal nature, conduct involving moral turpitude, embezzlement, or misappropriation of assets;

• The habitual use of drugs or intoxicants to an extent that it impairs the Executive's ability to properly perform her duties;

• Violation by the Executive of her obligations to the Company, including, without limitation, conduct which is inconsistent with the Executive's position and which results or is reasonably likely to result (in the opinion of the President of the Company) in an adverse effect (financial or otherwise) on the business or reputation of the Company or any of its subsidiaries, divisions, or affiliates;

• The Executive's failure, refusal, or neglect to perform her duties contemplated herein within a reasonable period under the circumstances after written notice from the General Manager, or the President of the Company, describing the alleged breach and offering the Executive a reasonable opportunity to cure same;

• Repeated violation by the Executive of any of the written work rules or written policies of the Company after written notice of violation from the General Manager or the President of the Company;

• Breach of standards adopted by the Company governing professional independence or conflicts of interest.

If the employment of the Executive is terminated for cause, the Company shall not be obligated to make any further payment to the Executive (other than accrued and unpaid base salary and commissions and expenses to the date of termination), or continue to provide any benefit (other than benefits which have accrued pursuant to any plan or by law) to the Executive under this Agreement.

8. Miscellaneous

• This Agreement shall be governed by and construed in accordance with Indian laws, applicable to agreements made and performed in India, and shall be construed without regard to any presumption or other rule requiring construction against the party causing the Agreement to be drafted.

• This agreement contains a complete statement of all the arrangements between the Company and the Executive with respect to its subject matter, supersedes all previous agreements, written or oral, among them relating to its subject matter, and cannot be modified, amended, or terminated orally. Amendments may be made to this Agreement at any time if mutually agreed upon in writing.

• Any amendment, notice, or other communication under this Agreement shall be in writing and shall be considered given when received and shall be delivered personally or mailed by Registered AD Post with Return Receipt to the parties at their respective addresses set forth below (or at such other address as a party may specify by notice to the other): (specify addresses)

• The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

• The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the remaining terms or provisions of this Agreement which shall remain in full force and effect and any such invalid or unenforceable term or provision shall be given full effect as far as possible. If any term or provision of this Agreement is invalid or unenforceable in one jurisdiction, it shall not affect the validity or enforceability of that term or provision in any other jurisdiction.

• This Agreement is not assignable by either party except that it shall inure to the benefit of and be binding upon any successor to the Company by merger or consolidation or the acquisition of all or substantially all of the Company's assets, provided such successor assumes all of the obligations of the Company, and shall inure to the benefit of the heirs and legal representatives of the Executive.

By:                                                                                      By:
______________________________                                ____________________________
(Name and Title of Employer)                                                (Name of Employee)
(Name of Company)                                                                ("Executive")
("The Company")

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