This Agreement is made between PavitraSoft, having its registered office at (office address) (hereinafter called the “Employer & Or Company”) of the one part and (candidate name) residing at S/O or D/O: (parent name), (candidate address) with PAN Card: ---------- (Hereinafter called the “Employee”) of the other part.

WHEREAS:

• Employer has developed through substantial effort, research, time, and expense certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets directed and related to (work related info in brief) (“Information”);

• Employer having satisfied themselves of the eligibility and experience of the Employee, appointed her as designation w.e.f. start date of work.

• Employer desires to disclose the Information on a confidential basis to Employee solely for the purposes of evaluating the Information for possible future business arrangements;

• Employer wish to maintain the confidentiality of the Information and the protection of Employer’s intellectual property rights.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration the adequacy of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION:

In this Agreement unless the context otherwise requires, all capitalized terms shall have the meaning set out below:.

• “Agreement” means this Non-disclosure and Intellectual Property Rights Agreement including any exhibits, annexes and schedules attached to it and as may be amended and modified from time to time.

• “Management” means this Non-disclosure and Intellectual Property Rights Agreement including promoter, proprietor and any of authorized persons to whom power is assigned by the proprietor of the entity.

• “Business Days” means any day other than a Sunday or a day on which scheduled commercial banks in Gujarat, India are authorized or required by law to be closed.

• “Cause”may mean to include any one or more of the following circumstances:

1. dishonest statements or acts of the Employee, as determined by the management and after following principles of natural justice, with respect to the Company,

2. the Employee committing or being investigated for any offense involving moral turpitude, deceit, dishonesty or fraud,

3. gross negligence, misconduct, as reasonably determined by the Management of the Company, in connection with the performance of such Employee's duties to the Company,

4. a material breach by the Employee of any terms of this Agreement or the Company’s policies or other documents or directions of Company, as reasonably determined by the Management of the Company,

5. irregularity in attendance, or his/her unauthorized or unapproved absence for more than thirty (30) consecutive Business Days for reasons other than force majeure circumstances, as reasonably determined by the Management of the Company through simple majority and after following principles of natural justice,

6. the Employee abetting any strike, lockout, go-slow or any other obstruction of the Business of the Company, as reasonably determined by the Management of the Company,/p>

7. the Employee conducting himself/herself in a manner which is reasonably regarded by the Management of Directors of the Company as prejudicial to its own interests or to the interests of its clients, and as reasonably determined by the Management of the Company,

8. the Employee being declared insolvent under applicable law or making any composition or entering into any deed of arrangement with his/her creditors, and ix. any breach of Section 4 as determined at the sole discretion of the management.

• “Confidential Information” includes but is not limited to information which is or can be considered to be of a confidential nature, which is obtained whether (without limitation) in graphic, written, electronic or machine readable form on any media, by the Employee; and whether or not the information is expressly stated to be confidential or marked as such, in writing (provided that the confidentiality of such information is reasonably apparent), and also includes all Intellectual Property (as defined below) and the following items (without limitation):

  1. information of value or significance to the Company, its subsidiaries, divisions, affiliates, customers or its competitors (present or potential) such as:

     1. customer data, in particular, key contact names, addresses, business model, sales figures and sales conditions of the Company and its past, present or prospective clients;

     2. business data, particularly data relating to new investment opportunities, products, services, promotion campaigns, distribution strategies, license agreements and joint ventures in which the Company is involved;

     3. 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;

     4. financial data, in particular, concerning budgets, the fees and revenue calculations, sales figures, financial statements, profit expectations and inventories of the Company or of its subsidiaries, divisions, affiliates, and customers; and

     5. any and all other information or materials or documents of a commercially sensitive nature relating to the Company's and/or its affiliates operations, research, plans, strategies, objectives, development, purchasing, marketing, and selling activities.

  2. original information supplied by the Company;

  3. 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, business models, investment strategies, billing schedules, needs of its clients, information as to the profitability of specific accounts, and information about theCompany itself and its executives, officers, directors and employees;

  4. (iv) 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; but does not include: (i) that which is in the public domain other than by the Employee’s breach, of this Agreement, or of any other confidentiality agreement or non-disclosure agreement;

• “Intellectual Property” means all intellectual property rights subsisting in the products developed, being developed and/or proposed to be developed by the Company including all patents, patent applications and patent rights, entity models, moral rights, mask works, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, brand names, internet domain names and subdomains, inventions, processes, formula, copyrights and copyright rights, trade dress, business and product names, logos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings and know-how.

• “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

• “Property” includes, but is not limited to the internal memoranda, computer equipment (including software), training materials, books, and all other like property, including all copies, duplications, replications, and derivatives of such property; any real property, automobile, furniture, fixtures, fittings and furnishings, office equipment such as computers, printers, fax machines, telephones, communication equipment, and all other items being used by the Company in the normal course of its business; and any tangible expression of Confidential Information, including, without limitation, business plans, photographs, plans, notes, renderings, journals, notebooks, computer programs and samples relating thereto.

• “Rules” means the Company’s manual or any other written rules that the Company may formulate for its employees, which lay down the policies, procedures, rules etc. in connection with the day-to-day operations of the Company, the behaviour of its employees, the overall management of the Company and its clients/customers, as amended from time to time or notified as such by the Company.

• “Transfer” means creation of any encumbrance, the sale, gift, assignment, transfer or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of any such equity shares or any interest therein.

  (l) Unless the context otherwise requires,

  (i) words importing one gender include the other gender;

  (ii) words importing the singular include the plural and vice versa;

  (iii) any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment;

  (iv) the Section headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation; and

  (v) any reference to the Employee shall, if appropriate, include his/her personal representatives.

2. CONFIDENTIALITY:

• 2.1 The Employee shall not disclose, at any time to any Person who is not employed, part of or associated with the Company; or use for any purpose that is not within the scope of his/her services, any Confidential Information, except in accordance with written permission of the Company. Disclosures to the Persons employed or engaged by the Company or to those who are a part of or associated with the Company shall be made on a ‘need to know basis’ only.

  2.2 Notwithstanding the aforesaid provisions of this Section, the Employee may disclose Confidential Information where compelled to do so, by any government, judicial or quasi judicial authority; provided however, that the Employee shall in such a case gives the Company reasonable notice of any prospective disclosure and shall use all reasonable efforts to assist the Company in obtaining an exemption or protective order preventing such disclosure. Such notice shall be accompanied by a copy of the court order, subpoena, legal or regulatory request for similar process.

  2.3 It is the express intention of the Parties hereto that the obligations of this Section shall survive the termination or expiration of this Agreement and the adherence to such covenants by the Employee set forth in this Section 5 are an essential element of this Agreement and that any breach by the Employee of any provision of this Section 2 may result in irreparable injury to the Company. The Employee acknowledges that in the event of such a breach, in addition to all other remedies available at law, the Company shall be entitled to equitable relief, including injunctive relief.

  2.4 The Employee, at any time, upon request by the Company, shall, within 5 (five) days of receipt of notice to that effect, and immediately upon termination or expiry of this Agreement, return all Confidential Information furnished to him/her, and any copies or extracts thereof to the Company.

3. INTELLECTUAL PROPERTY RIGHTS:

• 3.1 The Employee understands and acknowledges that this Agreement is entered into by the Company with the understanding that the Employee shall not bring to the Company any confidential or proprietary information or any Intellectual Property belonging to the Employee’s any of the previous employers, that Employee will refrain from disclosing to the Company, or using while being employed by the Company, any such confidential or proprietary information or Intellectual Property and that Employee will comply with the nondisclosure, non-compete, non-solicitation and other provisions of agreements with his/her previous employers. All compensation and benefits to be provided to the Employee is contingent upon him/her due compliance with the foregoing.

  3.2 All Intellectual Property and other ideas, techniques or principles related to the Business of the Company, conceived (whether during regular business hours or not), discovered, or made by the Employee during the course of his/her employment with the Company, shall be promptly disclosed in writing to the Company. The Intellectual Property arising out of the performance by the Company of its Business and the inputs of the Employee in the course of their association with the Company, shall be owned by the Company and the Employee will assist the Company in assisting in securing the same by filing for appropriate protection under applicable laws in the name of the Company. No Party to this Agreement shall act in any manner derogatory to the proprietary rights of the Company over such Intellectual Property.

  3.3 All rights in the Intellectual Property shall belong to the Company immediately upon the formation of such rights, whether or not the final work / mark / invention in which the Intellectual Property vests is formed or completed, for the full term of each and every such right, including renewal or extension of any such term. The Employee agrees to assign to the Company any and all such rights and agrees at the Company's sole cost and expense to perform all acts, including execution of documents and assistance in legal proceedings that are necessary to defend or establish the rights of the Company in the Intellectual Property in any country.

  3.4 The Employee irrevocably and perpetually assigns, transfers, conveys and delivers to the Company, all worldwide right, title and interest to the Intellectual Property in all works developed during the course of his/her employment (whether prior to, on, or after the date hereof), free and clear of all encumbrances.

  3.5 The Employee further undertakes that the Employee shall not manufacture/ develop any new product or any variations/improvements of the existing products other than through the Company.

4. NON COMPETE AND NON SOLICITATION:

• 4.1 The Employee agrees and covenants that while employed with the Company and for a continuous period of sixty (60) months following termination of his/her employment in the manner set forth in Section 4 (the “Restricted Period”):

  • 4.1.1 the Employee shall not, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, have an interest in, control or participate in the ownership, management, operation or control of, or be otherwise connected in any manner with, any corporation, partnership, proprietorship, trust, estate, association or other business entity which directly or indirectly engages anywhere in the world in a commercial activity identical or similar to or one that competes directly and indirectly with the Business of the Company, or any business in which the Company is engaged in or expands into at the time of termination of the employment, hence this agreement won’t allow an Employee to work with Company’s clients, end clients, vendors, customers, partners in any form directly and or indirectly ; and

    4.1.2 the Employee shall not in any manner provide or divulge any information of the Company, including without limitation, any intellectual property, trade secrets, confidential information, or any information in any manner and form whatsoever for the purpose of and/or relating to the rendering, selling, supplying, marketing or distributing of products or services constituting part of the Business including rendering any assistance for the purpose of improving, modifying, upgrading or making any betterment to any existing process, know-how, software methodology or technology whatsoever for the purpose of and/or relating to the manufacturing, selling, supplying, marketing or distributing of the same whether or not the same is patented or proprietary or otherwise.

  4.2 The Employee shall devote his/her working time, energy and efforts to the activities of the Company and the promotion of the Business. The terms of employment and obligations to devote time and effort by the Employee shall be in addition to the covenants, if any, in this Agreement executed by the Employee with the Company.

  4.3 The Employee acknowledges that the covenants of the Employee set forth in this Section 4 are an essential element of this Agreement and that any breach by the Employee of any provision of this Section4 may result in irreparable injury to the Company. The Employee acknowledges that in the event of such a breach, in addition to all other remedies available at law, the Company shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising there from, as well as such other damages as may be appropriate. The Employee has independently reviewed the terms hereof or consulted with counsel and after such review or consultation agrees that the covenants set forth in this Section 4 are reasonable and proper to protect the legitimate interest of the Company.

  4.4 If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 4 are unreasonable, it is the intention and the agreement of the Employee and the Company that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Employee's conduct that are reasonable in light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 4 because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the Employee and the Company that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

  4.5 Further, at the time of execution of this Agreement, the Employee shall make full disclosure to the Company of all his/her existing business interests and associations.

  4.6 The Employee covenants and agrees that during the subsistence of this Agreement and for a period of sixty (60) months from the date that of termination of Employee’s employment with the Company, he/she will not, directly or indirectly:

  • 4.6.1 attempt in any manner to solicit, incite or in any other way encourage any client/customer, except on behalf of the Company during the subsistence of the Agreement, or to persuade any person, firm or entity which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his/her or its efforts; or

    4.6.2 solicit or attempt to solicit, induce or recruit, engage or in any other way encourage other employees or consultants of the Company, its subsidiaries, divisions, or affiliates to terminate their respective contracts of employment with the Company.

5. DAMAGES AND SPECIFIC PERFORMANCE:

• Employee agrees that should Employee breach any of the promises contained in this Agreement thatEmployer would suffer irreparable harm and Employer would be without adequate remedy at law and that Employer may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by Employer for Employee’s breach of this Agreement.

6. THE COMPANY PROPERTY – EMPLOYEE’S DUTY TO RETURN:

• 6.1 The Company’s Intellectual Property and Property acquired by the Employee since 1st January, 2019 and after signing this Agreement shall be returned to the Company not later than the date of the termination of his/her employment with the Company.

  6.2 Until such time as all the Property is returned to the Company, the Company shall, in addition to initiating legal proceedings for recovery, be entitled to withhold any salary, emoluments or other dues of the Employee and may further, at its discretion, deduct there from, the full value of the Property calculated at its then replacement price. In addition, the Company may also take any other legal action against the Employee and shall have the right to recover the full amount of their placement price, if the dues of the Employee are not sufficient to cover the replacement price. Further, the Employee shall compensate the Company for any misuse or damage to the Property of the Company.

7. INDEBTEDNESS:

• If, during the Employee’s employment under this Agreement, the Employee becomes indebted to theCompany for any reason, the Company may, if it so elects, set off any sum due to the Company from the Employee against the compensation payable to the Employee and collect any remaining balance from him/her.

8. SPECIFIC PERFORMANCE CLAUSE:

• In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Company shall be entitled to specific performance, including but not limited to, immediate injunctive relief to enforce or prevent any violations of the provisions hereof. The Employee acknowledges that the Company will suffer irreparable harm in the event of such breach or threatened breach, and that monetary damages alone would not be an adequate remedy. In addition to injunctive relief, the Company shall be entitled to recover any and all damages resulting from such breach, including but not limited to reasonable attorneys' fees and costs

9. GOVERNING LAW AND JURISDICTION:

• This Agreement shall, in all respects, be governed by and construed in all respects in accordance with the laws of India without giving effect to conflict of laws principles and shall be subject to the exclusive jurisdiction of the courts of Surat, Gujarat, India.

10. Post-Employment Confidentiality:

• The Employee agrees that the confidentiality obligations set forth in this Agreement shall survive the termination or expiration of the Employee's employment with the Company and shall continue for a period of five (5) years thereafter. The Employee shall not, at any time, directly or indirectly, use, disclose, or otherwise make available to any third party any Confidential.

11. MISCELLANEOUS:

• 11.1 Limitations on Authority. Without the express written consent of the Company or unless the Employee is acting pursuant to his/her authority as an officer or director of the Company, the Employee shall have no apparent or implied authority to:

  • (a) extend the credit of the Company;

    (b) bind the Company under any contract, agreement, note, mortgage or other obligation;

    (c) discharge any debt due to the Company unless the Company has received the full amount thereof;

    (d) sell, mortgage, transfer or otherwise dispose of any assets of the Company.

  11.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties as to the subject matter herein and supersedes all prior agreements (including any prior employment agreements or offer letters or severance understandings with the Company, except for provisions in such agreements relating to confidential information and proprietary information), both written and oral.

  Severability. If any term or other provision of this Agreement, or the application of such term, or provision, is held invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall remain, nevertheless, in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

  11.4 Notices.

  • 11.4.1 Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and signed by or on behalf of the Party giving it. Such notice shall be served by delivering by hand, mail, courier or electronic mail to the address provided to both parties. In each case it shall be marked for the attention of the relevant Party set forth below.

    11.4.2 All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or (ii) the business date of receipt, if sent by courier or (iii) the expiry of 7 (seven) days after posting, if sent by registered post. (iv) for electronic mail notification with return receipt requested, upon the obtaining of a valid return receipt from the recipient.

    11.4.3 Any Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Party not less than 10(ten) days prior written notice in the manner provided above.

  11.5 Assignment. This Agreement may be assigned by the Company to any of its affiliates or pursuant to any sale of all or substantially all of the Company’s assets or any reorganization by the Company, without obtaining prior approval of the Employee; provided that such assignment shall not expand the scope of the Employee's obligations hereunder or modify such assignee's obligations hereunder. This Agreement is a personal services contract of the Employee and cannot be assigned by the Employee without the prior written consent of the Company.

  11.6 Reservation of Rights. No forbearance, indulgence or relaxation or inaction by any Party at anytime to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision, and any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions, a waiver of any right under or arising out of this Agreement or acquiescence to or recognition of rights other than that expressly stipulated in this Agreement.

  11.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any Party whose signature appears thereon, and all of which together shall constitute one and the same agreement. This Agreement shall become binding when one or more counterparts hereof individually or taken together shall bear the signatures of all the Parties reflected hereon as the signatories.

  11.8 Parties to act with due diligence and in good faith. The Parties hereto shall dutifully perform all covenants of this Agreement in letter and spirit and shall otherwise act with due diligence and in good faith.

  11.9 Remedies. The Employee acknowledges that the restrictions contained in this Agreement are reasonable and necessary to protect the business and interests of the Company and that any violation of these restrictions may cause substantial irreparable injury. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened or contemplated breach of any of the provisions this Agreement would be inadequate and, in recognition of this fact, the Employee agrees that in the event of such a breach or threatened or contemplated breach the Company shall be entitled, in addition to any other remedies available a law or equity, to obtain equitable relief in the form of specific performance, temporary restraining order, temporary, preliminary, or permanent injunctive relief, or any other equitable remedy which may then be available, to secure specific performance of such covenants and prevent a breach or a threatened or contemplated breach. Unless prohibited by law, the Company shall have the right to retain any amounts otherwise payable by the Company to the Employee to satisfy any obligations of the Employee as a result of any breach of this Agreement. The Employee hereby agrees to indemnify and hold harmless the Company from and against any damages incurred by the Company as assessed by a court of competent jurisdiction as a result of any breach of the provisions of this Agreement.

  11.10 Employee’s Representation and Indemnity. The Employee hereby represents and warrants to the Company that he/she is not subject to/party to any covenants, agreements or restrictions, including, without limitation, any covenants, agreements or restrictions arising out of any prior employment or independent contractor relationships, which would be breached or violated by the Employee’s execution of this Agreement or performance of his/her duties hereunder.

  11.11 Notification rights of the Company. In the event that the Employee leaves the Company, he/she hereby consents to notification by the Company to his/her new employer about his/her obligations under this Agreement.

  11.12 Cumulative Rights. All remedies of either Party under this Agreement whether provided herein or conferred by statute, civil law, common law, custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.