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Employment Agreement

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Prepared for:
[Employee Name]

Prepared by:
[Company Name]

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Employment Agreement

This Employment Agreement (the “Agreement”) is entered into at [Place] on [Effective Date], [Year] (“Effective Date”) at [Place].

BY AND BETWEEN

[Company Name], a Company incorporated under the Companies Act, 2013, having its registered office at [Company Address] (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to mean and include its successors and permitted assigns), of the ONE PART; 

AND

[INSERT NAME OF THE EMPLOYEE], bearing PAN [PAN], residing at [Employee Address] (hereinafter referred to as “Employee”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include his successors, legal heirs and permitted assigns) of the Other Part.

The Company and the Employee are hereinafter referred to individually as a “Party” and collectively as the “Parties” as the context may require.

WHEREAS
The Company is a private limited company, engaged in the business of [Insert as required] (“Business”).
The Employee has agreed to provide services as per the roles and responsibilities as may be defined by the Company during its course of employment with the Company which shall be accordingly be governed by the terms of this Agreement.
The Company has therefore upon prior representations, discussions, and documentations and its commitment to work for the Company has hereby agreed to appoint the Employee in the Company wherein such employment shall be governed by the terms of this Agreement.

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

Terms and Conditions

1. Definitions

“Confidential Information” shall mean, without limitation and in relation to the Company: 
trade secrets; 
any inventions or improvements which you may from time to time make or discover in the course of his duties; 
lists or details of clients, their services, or customers and the services and their terms of business; 
prices charged to and terms of business with clients; 
marketing plans and sales forecasts; 
any proposals relating to the future of the Company or any of their businesses or any part thereof; 
details of employees and officers and of the remuneration and other benefits paid to them; 
information relating to business matters, corporate plans, management systems, finances of any past, present, or future products or service, processes, inventions, designs, Know-how, design-related processes, strategies, and data related to operations of the Company with social media accounts and related information of customers social media accounts pitch lists, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future products or service of the Company, any information given to the Company in confidence by clients/customers, suppliers or other persons and any other information (whether or not recorded in documentary form, or on a computer disk, external hard drive, pen drive, cloud storage, server, etc.) which is confidential or commercially sensitive and is not in the public domain; and
any other information which is notified to you as confidential.
“Intellectual Property” means any and all patents, trademarks, trade secrets, signs and services marks, design rights, trade or business names or signs, copyrights, database rights, and topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
“Know-how” shall mean any or all information (including that comprised in or derived from information technology of all sectors, electronic intellectual property, manuals, instructions, catalogs, booklets, data disks, tapes, source codes, formula cards, and flowcharts) relating to the Business of the Company.
“Person” shall mean and include an individual, firm, company, or any other legal entity.
“Property” shall mean to include keys, mobile phone, computer equipment, hardware equipment, security access cards, all lists of clients or customers, correspondence, and all other related documents, papers, and records (including, without limitation, any records stored or maintained in any form including by electronic means, together with any codes or implements necessary to give full access to such records), system designs, software designs, marketing designs, and templates, software programs (in whatever media), presentations, proposals or specifications which may have been prepared by the Company or the Employee or have come into or passed from your possession, custody or control in the course of his/her employment.
“Works” means all works, documents, records, databases, designs, innovations, inventions, improvements, processes, get-up, Intellectual Property. 
“Company Works” means all Works authored, originated, conceived, written, or made by the Employee alone or with others (except only those Works which are legal, authored, originated, conceived, written or made by the Employee wholly outside the course of his employment).

2. Employment

The Company hereby employs the Employee as a [Insert designation of the Employee] with the Company. The Employees shall be on probation for a period of [Number] months from the Effective Date (“Probation Period”), wherein, the Company shall assess the performance and work quality of the Employee. 
During the Probation Period, the Employee shall not be entitled to any paid leaves. If the Company is not satisfied with the services and work quality provided by the Employee during the Probation Period, the Company shall have a right to terminate the employment of the Employee by giving 7 (seven) days prior written notice to the Employee.
Upon completion of the Probation Period, if the Employee’s services are found to be satisfactory by the Company, the Employee’s employment with the Company will be deemed to be confirmed, unless the Employee is otherwise informed by the Company in writing. The Company hereby reserves the right to reduce, dispense with, or extend the Probation Period at its absolute discretion.
The position and title information are descriptive and not intended to limit the duties or functions of the Employee or guarantee the Employee a certain job. The duties and functions of the Employee may be modified at the discretion of the Company from time to time. The Employee hereby accepts such employment, to the exclusion of all other employments and engagements, on the terms, conditions, and stipulations contained herein.
The Employee will perform and discharge all duties and functions assigned by the Company in a faithful, competent, and professional manner.
The Employee undertakes to refer to the Company, and to the best of his/her abilities, ensure a mandate to the Company for all business opportunities known to him/her or made known to him/her at any time, with respect to the Business being carried on or proposed to be carried on by the Company.
The Employee shall immediately make full and true disclosure in writing to the Company of:
any direct or indirect interest or benefit he/she has derived or is likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company and/or any transactions which are likely to be detrimental to the Company;
any and all business interests that are similar to or in conflict with the Business;
any intellectual property developed, created or owned by him/her and proposed to be used by him/her during the course of his/her employment with the Company; and
any outstanding payment such as royalty or fees or any other benefit due to the Employee for any intellectual property mentioned in Clause 2 (7) (c) of this Agreement.
The Employee shall receive periodic performance reviews/evaluations at the discretion of the Company.
The Employee shall follow and duly comply with the applicable code of conduct and policies of the Company.
The Employee agrees and undertakes that he/she shall not either directly or indirectly receive or accept for his/her benefit any commission, rebate, discount, gratuity or money from any Person having or having had any business connection with the Company as well as from any employee/official of the Company.

3. Representation and Warranties

The Employee hereby represents and warrants to the Company that:
To the best of his/her knowledge, he/she has no commitments to former employers or other entities that would restrict him/her from joining the Company. 
He/she has not taken or otherwise misappropriated and does not have in his/her possession or control any confidential and proprietary information belonging to any of his/her prior employers or connected with or derived from his/her services to prior employers. 
He/she has returned to all prior employers any and all such confidential and proprietary information and shall not use or cause the use of such confidential or proprietary information in any manner whatsoever in connection with his/her employment with the Company.
The documents (including degrees, mark sheets, certificates, recommendation letters, and documents related to previous employment (if any)) are true and correct and have not been furnished with the intent to mislead the Company to employ the Employee.
He/she has disclosed all material and relevant information that may either affect his/her employment with the Company currently or in the future or maybe in conflict with the terms of his/her employment with the Company, either directly or indirectly. 
The Employee acknowledges and agrees that the employment may be terminated if the representations are found to be incorrect or untrue. The Employee further agrees that the information provided by him/her at any time to the Company can be used to assess the authenticity of the information for any bonafide reason but not to gain any undue commercial benefits.
The Employee shall indemnify and hold harmless the Company from any and all claims arising from any breach of the representations and warranties in Clause 3.

4. Duties

The Employee is entrusted with duties that may be modified at the discretion of the Company from time to time. The Employee shall comply with all applicable laws, operating policies, procedures, and practices of the Company as regards his duties. The duties of the Employee shall be directed/delegated by the Company from time to time.
The Employee shall devote his/her whole working time, attention, and energies to his duties towards the Business of the Company as may be necessary and shall use his/her experience, knowledge, and skills in performing all such obligations as may be required by the Company. 
The Employee shall not take on any other work for remuneration (part-time or otherwise) or work in an advisory capacity, or be interested and/or engage himself/herself directly or indirectly in any other trade or business, during his/her term of employment with the Company, without prior written consent from the Company.
The place of work of the Employee will be as directed by the Company. The Employee agrees that during the Term, he/she may be transferred in such capacity as the Company may from time to time determine, to any other location, departments, establishment or branch of the Company or subsidiary, associate or affiliate of the Company. In such a case, the Employee agrees to be governed by the terms and conditions of service applicable to such new assignment (if any) otherwise, the terms of this Agreement shall apply. 
The Employee agrees that he/she shall have no objections to travel within India in accordance with the requirements of his employment with the Company provided that he is accordingly reimbursed by the Company for any costs (if any) incurred by the Employee for such travel-related expenses (air/train fare, accommodation, cab fare, etc). Any expenses if incurred by the Employee shall have to be previously approved by the Company else the Company shall not be liable to reimburse any incurred expenses. 

5. Remuneration and Benefits

In consideration of the duties, functions, and services rendered by the Employee, the Employee’s cost to the Company and details of remuneration shall be as set forth in Annexure A of this Agreement.
All payments to the Employee may be subject to deduction and withholdings of tax or otherwise as the Company may be mandated or required to do so whether by any applicable laws, regulations, or guidelines or pursuant to any contract to such effect. In case any taxes are deducted, the Company shall previously inform the Employee about any such deductions and such details then shall accordingly be modified to reflect under Annexure A of this Agreement which shall be then again executed between the Parties. 
The Company will from time to time provide benefits to its employees at its discretion which shall be available to the Employee. In case any such benefits are introduced or modified, Employee shall be entitled to avail such benefits.
The Company shall review, at its sole discretion, the remuneration payable to the Employee periodically and in accordance with the Company’s policies. It is hereby clarified that any change in the remuneration payable to the Employee in accordance with this Agreement will be subject to and on the basis of effective performance by the Employee of his/her duties during the Term of his/her employment with the Company.
The Employee shall be entitled to annual leave with pay and medical leave in accordance with applicable laws and the policies of the Company. General Holidays will be declared at the beginning of the Calendar year and shall be a benefit for all employees who have successfully completed the Probation Period. The Employee may be called upon to attend duties as and when required on holidays, as may be scheduled in accordance with the needs of the Company.

6. Use of Property

In the event, the Company provides you with any Property, you shall provide the Company with a written undertaking acknowledging receipt of the same and agreeing to adhere to the policies (if any) governing usage of the Property. 
Unauthorized use or tampering with the Property will be regarded as serious misconduct and may lead to your summary dismissal at the discretion of the Company.
You agree that you shall only use passwords which have been authorized and must not in any circumstances load a program or data into one of the Company’s computers unless the program and data, originates from the Company, has been provided for your use and has been tested for viruses in advance.
You acknowledge and agree that the Company only provides the telephones (including mobile and voicemail), email, and internet access for business purposes only. For the purpose of Business (including and not limited to quality control, monitoring of policy compliance and unauthorized use and checking messages during periods of absence), communications made by or to you may be monitored or recorded. This applies, in particular, to telephone (including mobile and voicemail), email, and internet use. 
You shall promptly whenever requested by the Company and in any event upon the termination of your employment deliver up to the Company all property of the Company and you shall not be entitled to and shall not retain any copies thereof. Title and copyright in the Property shall vest in the Company. 
You shall irretrievably delete any information relating to the business of the Company and/or the Associated Companies stored on any magnetic or optical disc, memory card, external hard drive, pen drive, cloud or server, and all such related matter derived therefrom which is in your possession, custody, care or control in your personal device (mobile, laptops, tablets, etc.) and shall produce such evidence (wherever possible) thereof as the Company may require.

7. Term and Termination of Employment

The employment shall commence from such date as agreed by the Parties and shall subsist until terminated in the manner set forth herein (“Term”).
Subject to the provisions of this Agreement, the Parties agree that the employment of the Employee by the Company is contractual, at will, and terminable by either Party in accordance with the provisions of this Agreement. 
In the event of termination, the Employee shall not be entitled to any benefits, damages, award or compensation, other than as expressly provided in this Agreement or as mandated by applicable law for the time being in force. The Company may terminate the employment for cause as stated in Clause 6 (5) below with immediate effect during the Term.
The Parties agree that this Agreement may be terminated by giving to the Company a prior 30 (thirty) days prior written notice by the Employee to the Company at any time during the Probationary Period. 
This Agreement may be terminated with immediate effect by the Company upon the occurrence of any of the following events:
Termination for Cause: 
The Company shall be entitled to terminate the employment immediately and without notice, if in the opinion of the Company, the Employee: 
neglects or fails to provide his assigned duties and obligations to the Company or fails to comply with the directions from the authorized representatives of the Company; 
fails to qualify for any professional or job-related certification if reasonably required by the Company to perform his duties;
violates Company or applicable statutory and regulatory policies, enactments, rules or regulations, misappropriates any property of the Company; 
indulges in any act of moral turpitude or misconduct; involves himself/herself in an act of sexual advances, flirtation, violates modesty of any other employee, makes hurtful or such negative remarks on any other employees appearance or style including comments on their body, health, and/or personal life and involving himself/herself in any such acts strictly prohibited and punishable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;  
carries out any dishonest or fraudulent conduct or act or any breach of trust or breach of faith causing harm, damage or loss to the Company;
is guilty of misconduct while discharging his/her duties or indulges in any act of commission or omission bringing disrepute or notoriety or adverse publicity to the Company; 
has submitted false and/or forged documents of qualification, made false representations, and suppressed any material or relevant information required to be disclosed by him/her to the Company before or after his/her appointment with the Company;
divulges or discloses, either directly or indirectly, any of the Confidential Information either by way of transfer, sale, theft, misappropriation, publication, misuse, or wrongful or unauthorized use of the Confidential Information or otherwise;
indulges in ant act due to which he/she is convicted as a criminal under the Indian Penal Code, 1860;
violates the Company’s intellectual property and/or code of business conduct or the policies, as framed from time to time;
breaches any of the terms, conditions or stipulations of this Agreement;
is unavailable or on leave without prior approval for a period of 3 (three) working days or more.
Termination for convenience: Either Party shall be entitled to terminate this Agreement at their sole discretion after the provision of written notice of at least 30 (thirty) days to the other Party (“Notice Period”), without being bound to assign any reasons. The Company reserves the right at all times to pay the Employee 30 (thirty) days’ salary in lieu of such notice period which will be calculated on the basis of monthly payable amounts. In the event the employee leaves the Company without working during the Notice Period, he/she shall not be entitled to any payment for such Notice Period. 
The Employee agrees that during the employment and upon the termination of his/her services, he/she shall not disparage the Company, its officers, or employees (including but not limited to any related or associated entity or client and their officers and employees). The Employee undertakes that he/she will be liable to return all the properties, tangible or intangible, software code (if shared), usernames, passwords, and other details of any accounts of the Company independent of any right under this Agreement.

8. Confidentiality

The Employee undertakes and agrees that in consideration of his/her employment with the Company he/she shall abide with the following:
He/she will not, either directly or indirectly, both during and after the Term, without the Company’s prior written permission, disclose, divulge, disseminate, publish, lecture upon, sell or transfer to any person, or permit any person to examine or make copies of, any documents, writings, drawings, materials or records that contain or are derived from any Confidential Information;
He/she will comply, and do all things necessary to permit the Company to comply, with all applicable laws and with the provisions of contracts executed by the Company relating to Intellectual Property or to the safeguarding of Confidential Information, including the signing of any additional agreements on maintaining confidentiality required in connection with the performance of his/her duties and functions;
He/she shall not copy or reproduce to writing any part of the Confidential Information except as may be reasonably necessary for the discharge of his/her duties under this Agreement and that any copies, reproductions, or reductions to writing so made shall be the property of the Company;
Confidential Information shall be solely and absolutely vested in and owned by the Company, and the Employee shall not have or claim any right, title or interest therein;
The Company shall not be required to designate the Employee as the author of any Developments, Know-how, or Intellectual Property. The Employee undertakes to promptly disclose all Developments, Know-how and Intellectual Property to the Company and shall, at the Company’s request, do all things that may be necessary and appropriate to establish a perfect record or document the Company’s ownership of the Developments, Know-how or Intellectual Property Rights including, but not limited to, the execution of the appropriate copyright or patent applications or assignments the productions of documents and evidence to the appropriate authorities, etc.;
Upon termination of his/her employment, the Employee shall promptly return to the Company all such Confidential Information, etc. Any breach of this condition would entitle the Company to take such action as would be appropriate in the circumstances and/or to claim damages;
Notwithstanding the disclosure of any Confidential Information by the Company to the Employee, the Company shall retain title and all intellectual property and proprietary rights in the Confidential Information. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressly, impliedly or otherwise in favor of the Employee over any of the Confidential Information disclosed by the Company;
If the employee receives in the course of employment any access to customer data and personal information, the Employee shall retain the confidentiality and privacy of all such data. The Employee shall follow all such policies as required to maintain the integrity of the Company’s information and technology security systems;
It is understood and agreed by the Employee that breach of his/her obligations of confidentiality contained in this Clause 8 may cause the Company irreparable loss. Accordingly, and in addition to any other remedy the Company may have at law or equity, the Company shall be entitled to seek injunctive relief against the Employee, to prevent any further or continuing breach of the Employee’s obligations or additional damage to the Company in the event such loss is in fact incurred by the Company as a result of the breach or is imminent.
The Employee further agrees that the relationship and communications and any other aspect between him/her and the Company or any of the employees or parties transacting with the Company are confidential in nature and such aspects won’t be used by the Employee for any purpose other than as permitted by the laws of the land.

9. Intellectual Property

The Employee agrees that all and any work executed and performed in the course of employment is being done on behalf of the Company. In this regard, any discoveries, inventions, Intellectual Property, work created, data produced, concepts, ideas, creations, and discoveries belong to the Company. The Employee agrees to execute an Employee intellectual property assignment agreement as and when required by the Company during or after the Employment for the purposes of Company Works which shall be transferred from the Employee to the Company.
The Parties foresee that the Employee may create and make Works during the course of his employment and duties with the Company and that all Company Works shall vest in and be owned by the Company immediately upon their creation. It shall be part of the Employee's normal duties at all times to:
consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company with which the Employee is concerned or for which the Employee is responsible might be improved;
promptly disclose to the Company full details of any invention or improvement which the Employee may from time to time make or discover in the course of his duties including, without limitation, details of all Company Works; and
further the interests of the Company’s undertaking with regard thereto.
The Company shall be entitled to the sole and absolute ownership of any such Company Works and to the exclusive use thereof free of charge and any third party rights. 
To the extent such rights do not vest immediately in the Company, the Employee hereby assigns to the Company all future copyright in the Company Works on a worldwide basis and in perpetuity and the parties agree that all such future copyright shall vest in the Company by operation of law pursuant to the Indian Copyright Act, 1957. 
The Employee hereby irrevocably and unconditionally waives, in favor of the Company, its licensees and successors in title any and all moral rights conferred on the Employee by Chapter XII of the Indian Copyright Act, 1957 in relation to the Company Works (existing or future) and any and all other moral rights under any legislation now existing or in future enacted in any part of the world including, without limitation, the right conferred by section 57 of that Act to be identified as the author of any of the Company Works and the right not to have any such work subjected to derogatory treatment. The Employee shall at the Company’s request and expense, take all steps that may be necessary or desirable to the Company to enforce against any third party the Employee’s moral rights in any of the Company Works. 
The Employee acknowledges that, for the purpose of the Indian Designs Act, 2000 (as may be amended from time to time), the covenants on the part of the Employee and the Company will be treated as good consideration and the Company will be the legal and beneficial proprietor of any design which forms part of the Company Works. 
The Employee hereby irrevocably and unconditionally assigns, in favor of the Company, its licensees and successors in title any and all rights conferred on the Employee under the Indian Patents Act, 1970 (as may be amended from time to time) in respect of any Company works for good consideration, receipt whereof is hereby acknowledged. The Employee agrees to execute such other documents, as may be required by the Company, for recording the Company as the owner of an invention under the Indian Patents Act, 1970 at the Company's cost and expense.
The Employee shall not knowingly do anything to imperil the validity of any patent or protection or any application, therefore, relating to any of the Company Works but shall at the cost of the Company render all possible assistance to the Company both in obtaining and in maintaining such patents or other protection. 
The Employee shall not either during the Employee’s employment or thereafter exploit or assist others to exploit any of the Company Works or any invention or improvement which the Employee may from time to time make or discover in the course of his duties or (unless the same shall have become public knowledge) make public or disclose any such Company Works or invention or improvement or give any information in respect of it except to the Company or as the Company may direct.
The Employee shall forthwith and from time to time both during his employment under this Agreement and thereafter, at the request and expense of the Company, do all things and execute all documents necessary or desirable to give effect to the provisions of this Clause 9 including, without limitation, all things necessary or conducive to obtain letters patent or other protection for any invention or improvement relating to any of the Company Works in any part of the world and to vest such letters patent or other protection in the Company or its nominees.

10. Non-compete and Non-solicitation

The Employee covenants that he/she shall not do or indulge in any of the following, without the prior written consent of the Company:
Compete: During the Term of Employees employment with the Company, the Employee shall not directly or indirectly carry on, assist, engage in, be concerned, or participate in any business/activity (whether directly or indirectly, as a partner, shareholder, principal, agent, director, affiliate, employee, consultant or in any other capacity or manner whatsoever) which is similar to the business of the Company nor engage in any activity that conflicts with the Employee’s obligations to the Company as provided herein. Further, the Employee agrees that post his/her term of employment with the Company, he shall not disclose any trade secrets or any such Confidential Information which it may have and which belongs or relates to the Company (strategies, plan, working style, etc.) in order to benefit himself/herself in any other similar or competing employment having similar business as that of the Company which it may join or consult and thereby causing direct or indirect loss to the Company. The Employee agrees to fully indemnify the Company for any such losses and/or damage which the Company may incur due to breach of provisions of this Clause 10 (1) (a);
Solicit Business: During the Term and for a period of two (2) years thereafter, the Employee shall not solicit or cause or authorize, directly or indirectly, to be solicited for any competitive business, for or on behalf of any person or customer or otherwise take any action that might divert the business or patronage of any customer from the Company or otherwise damage or alienate the relationship between the Company and any customer, vendor or supplier; and
Solicit Personnel: During the Term and for a period of two (2) years thereafter, the Employee shall not solicit or attempt to influence any person employed or engaged by the Company (whether as an employee, consultant, advisor, or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any person or entity which is a competitor of the Company.
The Parties acknowledge and agree that the restrictions contained in Clause 10 (1) of this Agreement are considered reasonable for the legitimate protection of the business and goodwill of the Company. In the event that such restriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period, or area of the application were amended, the above restriction shall apply with the deletion of such words or such amendment of scope, period or area of application as may be required to make the restrictions contained in this Clause valid and enforceable. Notwithstanding the limitation of this provision by any law for the time being in force, the Parties undertake to, at all times, observe and be bound by the spirit of this Clause 10. Provided, however, that on the revocation, removal or diminution of the law or provisions, as the case may be, by virtue of which the restrictions contained in this Clause 10 were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the law or provisions revoked.
The Employee acknowledges and agrees that the covenants and obligations with respect to non-compete and non-solicitation as set forth above relate to special, unique, and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury. Therefore, the Employee agrees that the Company shall be entitled to an interim injunction, restraining order, or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of the covenants and obligations contained in this Clause 8. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Company may have at law or in equity.

11. Conflicts

The Employee represents that his performance of the provisions of this Agreement shall not breach and/or constitute a breach of the Employee’s obligations to any other person and the Employee has not and will not at any time hereafter enter into any oral /written agreement in conflict with the provisions of this Agreement.

12. Miscellaneous

Amendment: Any term of this Agreement may be amended only with the written consent of the Parties.
Notices: Any notice required or permitted by this Agreement shall be in writing and shall be deemed duly served upon receipt when delivered personally or by a delivery service, or seventy-two (72) hours after dispatch by registered post acknowledgment due, if such notice is addressed to the Party to be notified at such Party’s address as set forth in this Agreement or as subsequently modified by written notice.
Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
Counterparts: This Agreement may be executed in duplicate, to be retained by either Party, each of which shall be deemed an original, but both of which together will constitute one and the same instrument.
Waiver: If at any time any Party waives any right accruing to it, due to breach of any of the provisions of this Agreement, such waiver shall not be construed as a continuing waiver of other breaches of the same kind or other provisions of this Agreement. None of the terms of this Agreement shall be deemed to have been waived or altered unless such waiver or alteration is in writing and is signed by both the Parties.
Equitable Remedies: The Parties acknowledge and agree that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of this Agreement, and each Party agrees that, notwithstanding anything to the contrary herein, in the event of a breach of any provisions of this Agreement, the respective rights and obligations hereunder shall be enforceable by specific performance or injunctive remedy in any court of competent jurisdiction.
Entire Agreement: This Agreement represents the entire agreement between the Parties and cancels and supersedes all prior agreements, arrangements, and understandings in respect of employment of the Employee with the Company.
Survival: The Parties agree that clauses 8 (Confidentiality), 9 (Intellectual Property), 10 (Non-Compete and Non- Solicitation) and this clause 12 (8) shall survive the termination of this Agreement.

13. Arbitration

In the event of any dispute arising howsoever in connection with the interpretation or implementation or purported termination of this Agreement, the Parties shall attempt in the first instance to resolve such dispute amicably.
If such dispute is not resolved amicably within thirty (30) days of commencement of discussions or such longer period as the Parties agree to in writing, then either Party may refer the dispute for resolution by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 at [Place]. The arbitration award shall be final and binding on the Parties and the Parties agree to be bound thereby and to act accordingly.
When any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under this Agreement to the extent practicable.

14. Jurisdiction

This Agreement shall be governed by the laws of India subject to Clause 13 hereinabove, the Courts of [State] shall have exclusive jurisdiction.

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Annexure A

Remuneration Details

Monthly Salary CTC: INR [Amount]
Any other benefits: [List of Benefits]

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Acceptance and Signature

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date and the year first hereinabove written.
Signed and delivered for and on behalf of [Name]

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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Acceptance and Signature

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date and the year first hereinabove written.
Signed and delivered by the [Name of Employee]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

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