EMPLOYMENT AGREEMENT
BY AND BETWEEN
(COMPANY)
AND
(EMPLOYEE)CONTENTS
TOC \o "1-1" \h \z HYPERLINK \l "__RefHeading___Toc116116389"1. Definitions and interpretation 1
HYPERLINK \l "__RefHeading___Toc116116390"2. Employment 4
HYPERLINK \l "__RefHeading___Toc116116391"3. Non-competition and non-solicitation 5
HYPERLINK \l "__RefHeading___Toc116116392"4. Confidentiality 5
HYPERLINK \l "__RefHeading___Toc116116393"5. Intellectual property 6
HYPERLINK \l "__RefHeading___Toc116116394"6. Term 6
HYPERLINK \l "__RefHeading___Toc116116395"7. Compensation 6
HYPERLINK \l "__RefHeading___Toc116116396"8. Termination of employment 6
HYPERLINK \l "__RefHeading___Toc116116397"9. The company property – employee’s duty to return 7
HYPERLINK \l "__RefHeading___Toc116116398"10. Indebtedness 8
HYPERLINK \l "__RefHeading___Toc116116399"11. Notices 8
HYPERLINK \l "__RefHeading___Toc116116400"12. Waiver 9
HYPERLINK \l "__RefHeading___Toc116116401"13. Acknowledgments 9
HYPERLINK \l "__RefHeading___Toc116116402"14. Dispute resolution 9
HYPERLINK \l "__RefHeading___Toc116116403"15. Miscellaneous 9
HYPERLINK \l "__RefHeading___Toc116116404"16. Governing law and jurisdiction 10
ANNEXURE 1: Scope of Services
ANNEXURE 2: Compensation ScheduleEMPLOYMENT AGREEMENT
This Employment Agreement (from now on referred to as this "Agreement") is made on this DDMMYYYY:
BY AND BETWEEN:
Company Name, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Address, City - Pincode, State, India, (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors in interest, administrators and permitted assigns), of the FIRST PART and
Name, a citizen of India and presently residing at address, city – Pincode, (from now on referred to as the “Employee”).
WHEREAS:
1. The Company is in the business of ….....
2. The Company, in the course of its business, has acquired or may acquire confidential property, information, and trade secrets, made or will make discoveries and improvements or developments, which it desires to keep confidential.
3. The Company undertakes several assignments on behalf of clients that involve the development of Intellectual Property (as defined hereinafter) and which also entail confidentiality obligations. The Company must respect the Intellectual Property and confidentiality obligations of its clients and therefore, in turn, the employees are also expected to respect the same.
4. The Company wishes to safeguard its goodwill, business and proprietary information to which the Employee may have access.
5. The Company desires to engage the Employee on the terms and conditions outlined in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Company and the Employee at this moment agree as follows:
DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context otherwise requires:
"Agreement" means this Agreement including any Annexures and Schedules attached to this Agreement and as may be amended and modified from time to time.“Business” means …......
“Compensation Letter” means the letter issued by the Company to the Employee setting out the details and manner of the compensation, as amended from time to time.
"Competitor” means and includes all such Persons (as defined hereinafter) whether domestic or foreign, which carry on or which are likely to carry on similar Business.
“Confidential Information” includes but is not limited to information which is or fairly be considered to be of a confidential nature, which is obtained whether (without limitation) in graphic, written, electronic or machine readable form or orally, by the Employee; and whether or not the information is expressly stated to be confidential or marked as such, in writing, and also includes all Intellectual Property, but is not limited to:
Information of value or significance to the Company or its competitors (present or potential) such as:
Customer data, in particular, names, addresses, sales figures and sales conditions
of the Company and its clients.
Distribution data, in particular, names, addresses, sales figures and sales
conditions of distributors, agents and licensees of the Company.
Manufacturing data, in particular, procurement and manufacturing procedures,
the fees, discounts, commissions and other credits relating to the software.
Supplier’s data, in particular, names, addresses, sales figures, and sales
condition of suppliers of software and hardware to the Company, whether in
India or abroad.
Business data, particularly data relating to new products, promotion campaigns,
distribution strategies, license agreements and joint ventures in which the
Company is involved.
Software data, particularly information relating to the software and the modules
thereof as well as any devices designed by the Company to prevent unauthorized
copying.
Research and development data, particularly information relating to the software
and hardware developments of the Company.
Financial data, in particular, concerning budgets, the fees and revenue
calculations, sales figures, financial statements, profit expectations and
inventories of the Company.
Original information supplied by the Company;
Information not known to competitors of the Company nor intended by the
Company for general dissemination, including but not limited to, policies,
strategies, the identity of various product-suppliers or service-providers, billing
schedules, needs of its clients, information as to the profitability of specific
accounts, and information about the Company itself and its executives, officers,
directors and employees;
Any business or technical information relating to the Company, including but not
limited to financial information, equipment, documentation, strategies, marketing
plans, prospective leads or target accounts, pricing information, information
relating to existing, previous and potential customers and contracts disclosed by
the Company to the Employee;
Any copies of the above-mentioned information; but do not include:
THAT which is in the public domain other than by the Employee’s breach, of this
The agreement, or of any other confidentiality agreement;
THAT which was previously known as established by written records of the
Employee prior to receipt from the Company;
THAT which was lawfully obtained by the Employee from a third Party; and
THAT which was developed independently by the Employee who had no access
to the Confidential Information provided by the Company.
"Intellectual Property" includes:
all patents, trademarks, business processes, domain names, works of
authorship, designs, utility models, copyrights whether registered or
unregistered, which are owned by the Company or acquired or developed by the
Company in the course of its business, including, but not limited to moral rights
and any similar rights in any country, whether negotiable or not and also includes
any applications for any of the preceding and the right to apply for them in any
part of the world; and
all processes, inventions, ideas, programs, codes, software, algorithms,
discoveries, correspondence, trade secrets, databases, know-how, creations or
improvements upon, additions or any research effort relating to any of the above,
whether registrable or not.
“Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or
the political subdivision or an agency or instrumentality thereof.
“Property” includes, but is not limited to the following:
internal memoranda, computer equipment (including software), training materials,
rules, books, and all other like property, including all copies, duplications,
replications, and derivatives of such property;
any residential accommodation, furniture, fixtures, fittings and furnishings,
communication equipment, automobile and all other items; and,
any tangible expression of Confidential Information, including, without limitation,
photographs, plans, notes, renderings, journals, notebooks, computer programs
and samples relating thereto.
“Rules” means the Company’s manual, which lays down the policies,
procedures, rules etc. in connection with the day-to-day operations of the
Company, the behavior of its employees, the overall management of the
Company and its clients/customers, as amended from time to time by the
