REMOTE WORK AGREEMENT
This Remote Work Agreement ("Agreement") is made effective on ________ ("Effective Date") at Andaman and Nicobar Islands
BY AND BETWEEN
________, ("Employer") a Company with its principal office located at the following address: ________, district: ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)
AND
________ ("Employee"), PAN No.: ________, Correspondence Address: ________, district: ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include his/ her assigns, heirs or executors)
WHEREAS the Employer is engaged in the following business: ________.
WHEREAS the Employee is specialized in the following area: ________.
WHEREAS the Employer desires to engage the Employee to provide certain services remotely in the area of Employee's expertise and Employee is willing to provide such services to the Employer.
NOW, THEREFORE in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Employer and Employee as follows:
1. TYPE AND LOCATION OF EMPLOYMENT
(a) The Employee will be employed remotely on the following basis: Full-time.
(b) The Employee will be a full-time remote worker.
2. COMMENCEMENT OF EMPLOYMENT
(a) The employment with the Employer ("Employment") shall be effective from the Commencement Date, which shall be the later of:
(I) ________ and
(II) Employee providing the Employer with copies of passport or birth certificate and all documents pertaining to educational and professional qualifications and references from the previous Employers (if any) to the Employer's satisfaction.
(b) Employee shall be employed with the Employer as ________ ("Designation"). The Employer reserves the right to change the designation from time to time at its sole and absolute discretion.
(c) Employee warrants and represents to the Employer that Employee will not breach any obligation binding on the Employee by reason of entering into this Agreement or performing any of Employee duties and obligations under it or other third party Agreementual obligations.
(d) Employee warrants that all the information relating to the Employee and provided by the Employee to the Employer is true and accurate.
3. PROBATION
(a) The Employee shall be on probation for the following period: ________, from the Commencement Date. During this period the Employer may terminate the Employment by giving the Employee ________ days prior written notice of termination. The Employee may terminate the Employment during the probationary period by giving the Employer ________ days prior written notice of termination. It is clarified that during the probationary period if Employee gives the Employer prior notice of less than ________ days or purport to terminate the Employment prior to the completion of the ________ days notice period, Employee hereby agrees to pay the Employer the proportionate part of Employee salary for that part of the notice period that is not fulfilled.
(b) At the end of the probationary period, the Employer shall:
(I) If satisfied with Employee performance and suitability for continued employment confirm the same in writing, or
(II) Terminate Employment upon giving Employee ________ days prior written notice of termination.
4. COMPENSATION AND BENEFITS
(a) As compensation, Employee shall be entitled to receive a CTC of Rs. ________ (________) per month, including TDS and other taxes.
(b) This shall accrue on a daily basis and be payable in the following periodicity in arrears by day 1 of the subsequent month by transfer to Employee's bank account. It is clarified that 'CTC' shall comprise the total cost to the company and includes all payments made and benefits provided by the Employer directly or indirectly to or on Employee's behalf, whether as salary or otherwise.
(c) Employee shall be entitled to one time joining bonus of Rs. ________ (________) at the end of the following period: ________ from the Commencement Date. To receive the Bonus, the Employee must be in service and not under any notice of termination on the date appointed for payment of the Bonus. The Bonus, if any, shall be announced and paid on the dates specified by the Employer from time to time at its sole and absolute discretion.
(d) The Employer will formally review Employee performance annually. However, if Employee have not completed 6 months of Employment by the last date of the month in which the performance review takes place, Employee's first review shall take place the same time next year and on an annual thereafter.
(e) The Employer is under no obligation to increase the CTC as a result of any review in performance. Any revision in the CTC following a review shall be effective from and subject to such terms and conditions as the Employer shall deem fit.
(f) The Employer may, in its sole and absolute discretion and based on Employee performance, pay an annual bonus ("Bonus") of up to ________% of fixed CTC. While determining the Bonus payable (if any), the Employer may consider the regular feedback received about Employee performance from clients, managers and co-workers. The decision of the Employer in this respect shall be final and binding.
(g) To be eligible for consideration for the Bonus, Employee must have completed the following period: ________ of continuous service with the Employer, however, based on Employee performance company may consider Employee for a pro-rata Bonus before the completion of the following minimum service period: ________. To receive the Bonus, the Employee must be in service and not under any notice of termination on the date appointed for payment of the Bonus. The Bonus, if any, shall be announced and paid on the dates specified by the Employer from time to time at its sole and absolute discretion.
(h) The Employee acknowledges and agrees that the compensation and the benefits, as described in this Agreement, is the sole compensation to which the Employee is entitled in consideration for the Employee's fulfilment of the Employee's Duties.
(i) It shall be Employee's sole responsibility to meet all requirements under Indian tax laws in respect of all payments made or benefits given under this Agreement including proper and timely tax compliance and the Employer disclaims liability for any taxes and other imposts for which Employee are liable personally. The Employer shall be entitled to make such deductions which, in its opinion, are necessary and appropriate from any payment made or benefit given in connection with the Employment that requires such deduction to be made by the Employer and the Employer shall provide the Form 16 to the Employee evidencing the deductions made.
(j) No liability shall attach to the Employer for Employee's failure to pay any such taxes and imposts and Employee agree to indemnify and keep indemnified and hold harmless the Employer from and against any and all losses, costs, expenses, claims or demands which the Employer may pay, incur, suffer or sustain directly or indirectly arising out of or in relation to or howsoever connected with Employee's failure to pay such taxes or imposts.
5. DUTIES AND OBLIGATIONS
(a) The Employee will be required to perform all tasks and will be required to accept all duties and responsibilities as reasonably requested by the Employer from time to time ("Employee's Duties"). In particular, the Employee will have the following duties:
________
(b) Employee's duties include those duties that would reasonably be expected to fall within this job title or such other duties, consistent with Employee status, as may reasonably be assigned to Employee from time to time to meet the needs of the Employer.
(c) The Employer may from time to time make changes to the position description or to the Employee's Duties, provided that such changes are reasonable in the context of the Employer's industry and in the context of the Employee's position.
(d) The Employer and the Employee may from time to time agree to make changes to the position description or to the Employee's Duties.
(e) The Employee agrees to perform the Employee's Duties in accordance with:
(I) this Agreement; and
(II) the directions, instructions, requests, and orders of the Employer; and
(III) any of the Employer's guidelines, practice manuals, policies or procedures as they exist from time to time.
(f) The Employee must perform the Employee's Duties in good faith having regard to the best interests of the Employer, and in a careful, conscientious and professional manner and to a standard that can reasonably be expected of somebody with the Employee's level of skill, training and experience.
Employee shall:
(g) Devote whole time, attention and ability solely and exclusively towards the performance of the duties and responsibilities assigned to Employee by the Employer from time to time during the Employer's normal business hours and at such other times as may be necessary;
(h) Employee shall abide by the Employer's HR Policy notified to Employee from time to time and in the event of a conflict between the provisions of the HR Policy and this Agreement, it is hereby agreed that the provisions of this Agreement shall always prevail.
(i) Properly and faithfully serve the Employer and use best endeavours to protect and further the interests and reputation of the Employer.
(j) Except when prevented by any emergency, illness or accident Employee will devote the whole of attention and skill to the affairs of the Employer and use best endeavours to promote its interests. Employee shall adhere to, execute, and fulfil all policies established by the Employer.
(k) The Employee shall establish an appropriate work environment within his or her workplace. The Employer will not be responsible for costs associated with the setup of the Employee's workplace, such as remodelling, furniture, lighting, repairs or modifications, to the workplace.
(l) The Employee is expected to maintain normal productivity and performance and must not carry out work for anyone other than the Employer without prior written permission, or undertake non-work-related activities during the working hours.
(m) Employee shall liaise with the ________ about their patterns of work and schedule and will be responsible for keeping their ________ and team informed about the status of their work. The Employee must work with their ________ to accommodate themselves for meetings or training as required by their role.
(n) Employer's Code of Conduct and all other respective employment policies and practices apply to the Employee while working, irrespective of work location or schedule arrangement.
(o) The Employee shall restrain from accessing or using the Employer's confidential information while working in a public or crowded place. Especially when using public wifi or a network.
(p) The Employee is prohibited from taking the printouts and storing confidential information while working remotely unless specifically allowed in writing by the ________.
(q) The Employee shall remain available for the conference call and shall maintain satisfactory performance standards.
(r) The Employee is required to have an internet connection that is adequate for the assigned job and duties. The cost of the internet will be incurred by the Employee itself.
(s) Adhere to rest break and attendance schedule mentioned under this Agreement or agreed upon with their ________ and compliance with the applicable central and state laws.
6. EQUIPMENT AND TOOLS MANAGEMENT
(a) At the discretion of the Employer, with information supplied by the Employee, and the ________, the appropriate equipment (including hardware, software, modems, phone, and other office equipment) required to complete tasks will be provided from time to time.
(b) The equipment provided by Employer will be maintained and repaired by the Employer. If there are any damages caused to such equipment due to the fault of Employee, the Employee shall be liable to repair or replace such equipment. Equipment provided by the Employee will be maintained by the Employee and Employer accepts no responsibility for damage or repairs to Employee-owned equipment.
(c) Equipment supplied by the Employer is to be used for business purpose only. The Employee must sign an inventory of all Employer property received. Upon termination of employment, all Employer property will be returned to the Employer, unless agreed otherwise in writing.
(d) The Employee understands that all equipment and tools provided by the Employer shall remain the property of the Employer at all times. The Employee shall protect Employer equipment and tools from theft or damage and shall report theft or damage to his or her ________ immediately.
(e) The Employer may provide necessary office supplies as it may deem necessary from time to time.
7. PERFORMANCE REVIEWS AND REPORTING
(a) The Employee will report to the ________ on a need basis as communicated by the ________, in the following manner:
________
8. SAFETY AND HEALTH
(a) The Employee must choose a safe, healthy and suitable location to perform the duty. The Employee must choose a space that is free from any distraction, well organized and with good internet support.
(b) The Employee is required to submit a self-assessment report of the workplace in the following manner:
________
(c) The Employer may authorize its agents, supervisors, or managers to conduct an inspection at the Remote Work location of the Employee to check compliance with health norms, safety, and compliance with the Employer policies. Any inspections must be conducted during the normal working hours and shall be at the convenience of the Employee.
9. INSURANCE
(a) The Employee will be covered under the health insurance of the Employer and other insurance benefits provided to the normal Employees.
(b) The Employee is advised to choose a safe and secure location to work from and to maintain high levels of safety. The Employer is liable for injuries suffered in the pre-defined workspace during work hours only. The Employer may not be liable for the accidents or injuries incurred due to gross violation of instructions and guidelines provided by the Employer.
(c) Only equipment owned by the Employer is covered by the Employer's chosen insurer. All the other equipment is to be covered by the Employee's personal insurance provider.
10. SCHEDULE AND OVERTIME
(a) The Employee must ensure the availability over the telephone, email and other messenger apps provided by the Employer during working hours. The Employees must follow the schedule as prescribed by the Employer from time to time. This is to ensure that the collaboration with other Employees, customers and related entities is smooth.
(b) The Employee during the remote work period has to follow the following schedule:
________
(c) The Employee will be entitled to overtime pay if such overtime duty is approved in writing by the ________ in advance. For such overtime, the Employee will be paid as per existing overtime payment rules of the Employer.
(d) Failure to take prior approval from the ________ may result in taking action against the Employee.
(e) The Employee is required to accurately record all hours worked on the Employer's system.
11. HOLIDAYS AND LEAVE
(a) The Employee will be entitled to ________ days of public (preferred) holidays in every calendar year in addition to such public holidays as may be notified by the Employer from time to time.
(b) The Employee will be entitled to ________ days of paid leave in a 12-month period on an accrual basis. Any un-availed paid leave in excess of ________ days, at the end of the calendar year will lapse automatically
(c) The Employee is entitled to ________ days of casual/sick leave in a year. Casual/sick leave cannot be carried forward. Casual/sick leave balance, if any, at the end of the calendar year will automatically lapse.
(d) If Employee is absent from work and such absence has not been previously authorised by the Employer as provided herein, Employee must inform ________ of such absence with reasons as soon as practicable, but no later than on the morning of the first day of such absence.
12. SICKNESS
(a) Any leave taken by Employee for illness, sickness or injury will be deducted from Employee casual/sick leave entitlement.
(b) If Employee is absent from work due to illness, sickness or injury for a period exceeding 3 days, Employee must give to the Employer a medical certificate certifying such illness, sickness, or injury on the fifth day following the first day of absence. For any absence thereafter, the Employee shall upon the request of the Employer provide a further medical certificate certifying the continuance of the illness, sickness, or injury.
13. CONFIDENTIAL INFORMATION AND TRADE SECRETS
(a) During the course of Employment, Employee will have access to information (whether or not recorded in writing or on computer disk or tape) that the Employer treats as confidential or which has the necessary quality of confidentiality.
(b) Further, Employee understands that the Employer from time to time has in its possession information which is claimed by others to be proprietary and which the Employer has agreed to keep confidential ("Proprietary"/"Confidential Information"). Employee agree that all such information should be Proprietary or Confidential Information for purposes of this Agreement.
(c) Without limiting the foregoing, Confidential Information shall include:
(I) Intellectual Property and Developments including technical data, and information relating thereto or any part thereof; any devices designed by the Employer or its affiliate, trade or business secrets of Employer or its affiliate;
(II) Financial data, in particular, concerning budgets, the fees and revenue calculations, costs, sales figures, financial statements, costing, profits, profit margins, profit expectations and inventories of the Employer and/or affiliates; commercial arrangements and negotiations, unpublished accounting information, business strategies, business plans, research and development projects, product formula, processes, inventions, programs, designs, specifications, discoveries or know-how;
(III) Confidential or proprietary information received from third parties and the identity of the Employer's clients and investors, any and all information, material and data provided by any client of the Employer or its affiliates;
(IV) Sales statistics, marketing surveys and plans, forecasts, budgets, costs, profit, or loss, names, addresses and contact details of customers and potential customers or suppliers, licenses, prices, costs and Employee, customer and supplier lists, and any other information or knowledge gained from the Employer or in the course of Employment;
(V) Information concerning the Employer or affiliates' organizational and personnel matters (including employment-related matters, contact details of any Employee of the Employer or its affiliates, training material used by the Employer or its affiliates), policies and procedures data and information relating to IT security protocols, all passwords and software used, owned leased and/or otherwise in the possession of the Employer or its affiliates;
(VI) Manufacturing, distribution and technical data used in conducting the business of the Employer, including details as to procurement, distribution, procedures and strategies, the fees, discounts, commissions and other credits of the Employer or affiliate;
(VII) Business data, particularly data relating to new products, projects, services, promotion campaigns, plans for future development, strategies, pricing agreements and joint ventures in which the Employer or affiliates is/are involved;
(VIII) All data in respect of consultants, agents, representatives of the Employer and/or affiliates including details of their effectiveness and compensation, and commission;
(IX) Details of this Agreement, including information and details relating to the Employee's salary and other benefits;
(X) The information which, to Employee's knowledge, is not intended by the Employer for general dissemination;
(XI) Information received by the Employer and/or affiliate from third parties under an obligation of confidentiality;
(XII) Any information derived from any of the above;
(XIII) Any copies of the abovementioned information;
(d) Employee shall:
(I) Keep secret and shall not, at any time either during the Employment or for the following period: ________, after its termination, for whatever reason and whether directly or indirectly, use, disclose, divulge, communicate or reveal to any person (natural or artificial) for Employee's own or another's benefit, any Developments or confidential, proprietary or secret information which has come to Employee's knowledge during the course of the Employment without the prior written consent of the Employer
(II) Use Employee's best endeavours to prevent the publication, disclosure or use of any such Confidential Information.
(III) Not directly or indirectly reference any information about the company on web-based portals i.e Social Networking Sites, blogs etc.
(e) The above restrictions shall not apply to divulging/disclosing information to such persons as may be authorised by the Employer in the course of Employment. The Employer's decision as to who shall be permitted to disclose such confidential information shall be final and binding on the Employee.
(f) Further, the aforesaid restrictions shall not apply to the disclosure of any information which:
(I) Is or becomes generally available to the public, other than as a result of Employee disclosure;
(II) Is disclosed to Employee by any third party otherwise than in breach by such third party of any obligation of confidentiality to the Employer;
(III) Is required to be disclosed by any applicable law, regulation or order of the Court or by any competent judicial, regulatory, governmental or other authority or governmental agency.
(g) For the avoidance of doubt, the termination of this agreement or variation of any of its terms or conditions for any reason shall not affect the obligations of confidentiality set out above, except that they shall cease to apply to any information or knowledge which may come into the public domain other than by way of unauthorised disclosure in breach of the above obligations by Employee.
(h) During the term of employment, the Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former Employer or any other person to whom the Employee has an obligation of confidentiality, and the Employee will not bring onto the premises of the Employer or Employer's clients any unpublished documents or any property belonging to any former Employer or any other person to whom the Employee has an obligation of confidentiality unless consented to in writing by such former Employer or person.
(i) It is hereby clarified that the Employee shall be permitted to take an independent regular membership of non-profit organisations such as ASSOCHAM, ICAI and similar organisations only with the written consent of the Employer and subject to the condition that the Employee shall not (a) act as a consultant to any entity or organisation other than the Employer; (b) share or disclose any information of the Employer including Confidential Information, or act as a representative of the Employer at such organisations unless specifically authorised in writing by the Employer.
14. INTELLECTUAL PROPERTY
The protection of intellectual property rights arising in the course of the Employee's employment should be defined and governed in the following policy: ________.
15. DISMISSAL
(a) Notwithstanding anything contained herein, employment may be terminated by the Employer without notice and without payment of compensation or in lieu of notice if Employee is guilty of fraud, negligence, misconduct or in any way breach of the terms of this Agreement. Without limiting the above, the Employer shall be entitled to terminate the Employment summarily by written notice and without any payment in lieu of notice (but without prejudice to the rights and remedies of the Employer for any breach of this Agreement and to Employee's continuing obligations under this Agreement) in any of the following events:
(I) If Employee has committed any criminal offence or been guilty of any gross misconduct whether during the performance of duties or otherwise which, in the opinion of the Employer, renders Employee unfit to continue as an Employee of the Employer or which would be likely adversely to prejudice the interests of the Employer.
(II) If Employee willfully abuses or misuses the Employer's computer system or any password relating to that computer system or gains access to any file or loads any information or program contrary to the Employer's interests or procedures.
(III) If any information relating to the Employee's suitability for employment provided to the Employer in the course of applying for employment is found to be materially false or misleading.
(IV) If Employee is subject to immigration control in India, Employment shall be conditional upon Employee having been granted leave to enter into, remain and take up employment in India, such leave being valid and subsisting at all times and not being subject to any condition precluding or restricting the Employment.
(b) The following are examples of Employee's conduct as regards the Employer that cause harm to the Employer and which would entitle the Employer to terminate employment summarily:
(I) Theft, fraud, intentionally providing false or misleading information or any act of dishonesty.
(II) Any act or attempted act of violence or abusive behaviour towards people or property including causing deliberate damage to the Employer's property.
(III) Indecent behaviour towards or harassment or bullying of fellow Employees, suppliers, customers, or clients.
(IV) Incapability to undertake Employee's responsibilities under this employment agreement on account of Employee's abuse of alcohol or other banned substances.
(V) Willful breach of health and safety regulations, if any, prescribed by the Employer.
(VI) A serious act of insubordination or willful refusal to carry out reasonable requests by the board of the Employer.
(VII) Serious or persistent neglect of duties or a series of persistent breaches of the terms and conditions of employment.
(VIII) Unauthorized use of or disclosure of Confidential Information of the Employer.
(IX) Falsifying records or expense claims.
(X) A conviction for a criminal offence arising from or related to the Employee's work for the Employer.
(XI) A conviction for a criminal offence committed outside working hours which in the opinion of the Employer adversely affects the Employer's business or reputation or affects Employee's suitability for the type of work which Employee perform or affects Employee's acceptability to other Employees.
(XII) Any act which Employee knows or reasonably believes is likely to bring the Employer into disrepute.
(XIII) The unauthorized signing of documentation committing the Employer to any financial obligation which is not in the ordinary course of business of the Employer or exceeding Employee's authority in any other way.
This list is intended as a guide and is not exhaustive.
(c) Upon dismissal, as specified above or the termination of Employee's Employment, Employee shall forthwith return to the Employer all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business of the Employer or its customers or prospects, any magnetic disc on which information relating to the business is stored and any other property of the Employer which may be in Employee's power, possession, custody, care or control or which contain or refer to any Confidential Information and shall, if requested to do so by the Employer, provide a signed statement that Employee has complied fully with the terms of this clause.
(d) Upon dismissal, the Employee shall not be entitled to receive any accruals towards leave encashment.
16. TERMINATION
(a) This Agreement shall be terminated forthwith:
(I) In the event of Employee's death.
(II) Upon the dissolution of the Employer.
(b) Upon confirmation of Employee's employment, Employment may be terminated by either party by giving the following notice: ________ written notice. The Employer may terminate Employment by paying Employee a salary in lieu of notices. It is hereby clarified that the term 'salary' for the purpose of this clause shall mean the proportionate monthly CTC and shall not include any other compensation payable to the Employee by the Employer.
(c) If the Employee purports to terminate the Employment without notice or prior to the completion of the notice period specified above, Employee hereby agrees to relinquish any salary for that part of the notice period that is not fulfilled. In addition, the Employee shall also pay the Employer for the remaining notice period for not completing the stipulated notice period. Purported termination of the Employment without notices or on short notice or the payment of a penalty shall not and does not absolve Employee of the obligation to comply fully with the terms of this Clause.
(d) Nothing in this Agreement shall prevent the Employer from terminating Employment without notice if Employee has been dismissed.
(e) Once the notice of termination has been given by either Party, the Employer may at any time before the expiry of the notice period, require Employee to:
(I) Perform such duties as directed;
(II) Perform no duties;
(III) Not have any communication with any customer or prospective customer of the Employer in relation to the business of the Employer;
(IV) Not contact or have any communication with any Employee, officer, director, agent, or consultant of the Employer in relation to the business of the Employer, and
(V) Not remain or become involved in any respect with the business of the Employer except as required by the Employer, including but not limited to not attending the Employer's places of business and requiring Employee to remain at home for all or part of the notice period.
(f) Upon termination of employment, the Employee shall be entitled to receive the basic salary portion of the CTC in lieu of any accrued but unutilized holiday entitlement. However, if Employee has taken holiday or casual leave in excess of Employee's entitlement, the Employer may at its sole and absolute discretion deduct a sum equivalent to the basic salary portion of the CTC due for each day of absence in excess of the holiday or casual leave entitlement.
(g) On the last day of employment Employee must immediately return to the Employer in accordance with its instructions all equipment, correspondence, records, specifications, software, models, notes, reports and other documents belonging to the Employer and any copies thereof and any other property belonging to the Employer including but not limited to keys provided to Employee and which are in Employee's possession or under Employee's control. The Employee will provide the Employer with any passwords in the Employee's possession, which are required to access these records, or any other such information relating to the Employer produced in the course of employment. Furthermore, Employee will delete all information relating to the Employer produced in the course of employment, which is not stored on Employer property, including any such information stored on a personal computer. If Employee owes any money to the Employer, then the Employer has the right to deduct such sums from any payment due to Employee. This is without prejudice to the Employer's other remedies to recover any sums due from the Employee to the Employer.
(h) Any and all the Employer's Property, Confidential Information and Intellectual Property of the Employer acquired by or in the possession of the Employee under this Agreement, shall be returned to the Employer immediately upon termination of this Agreement.
(i) In the event the Employee's employment with the Employer is terminated, the Employee shall sign and deliver to the Employer a termination certificate in the format specified by the Employer.
(j) It is further agreed and understood that until such time as all of the Employer's Property, Confidential Information and Intellectual Property are returned and the Termination Certificate is provided as abovementioned, the Employer shall, in addition to initiating legal proceedings for recovery (and without prejudice to any other rights or remedies that Employer may have under law or equity), be entitled to withhold any salary, emoluments or other dues of the Employee then or in future payable to the Employee, to the extent allowable by law, and may further, at its discretion, deduct therefrom the full value of the said property/properties calculated at its then replacement price. The Employee recognizes and agrees that the Employer shall be entitled to recover from the Employee and the Employee shall be bound and liable to make good to the Employer any loss suffered by the Employer on account of misuse of the Employer's Property, Confidential Information and Intellectual Property by the Employee and/or any damage occasioned to the Employer's Property, Confidential Information and Intellectual Property whilst in the custody of or entrusted to the Employee.
17. RESTRICTIVE COVENANTS
(a) Employee shall not during Employment, without the prior written consent of the Employer, under any circumstances, whether directly or indirectly undertake as an Employee or otherwise or discharge (for remuneration or compensation howsoever payable) for any other person in India or elsewhere any duties and responsibilities, of whatever kind.
(b) Employee shall not during Employment, without the prior written consent of the Employer, during the term of employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantages if such activity interferes with Employee's duties and responsibilities hereunder.
(c) Employee shall not, for the following period: ________ after the termination of Employment, without the prior written consent of the Employer engages, whether directly or indirectly, in any business, employment or activity related to the Employer's clients or customers, a Competitive Business (as defined hereunder) nor provide services and carry out duties for any Competitive Business which are similar to the duties carried out for the Employer during Employment. Employee agrees that the above covenant is necessary to safeguard any sensitive information of the Employer that may have come into Employee's knowledge while in Employment.
(d) Competitive Business(es)" include any firm, partnership, joint venture, company and/or any other entity and/or person that engages in the following business: ________ or carries out activities similar or competitive to the business in which the Employer engages or proposes to engage during the term of employment.
(e) During Employment and for the following period: ________ thereafter, Employee shall not without the prior written consent of the Employer carry out or engage in, whether directly or indirectly, whether through a partnership or as a shareholder, a joint venture partner, collaborator, consultant or agent or in any other manner whatsoever, whether for profit or otherwise in any Competitive Business which competes directly or indirectly with the whole or any part of the business carried on by the Employer in India or elsewhere or in any activity related to the business carried on by the Employer.
(f) Employee shall not on Employee's own account or on behalf of any other person, solicit or accept orders for products or services from any of the Employer's current or previous customers that are in competition with products or services of or in any way related to the business of the Employer from any of the Employer's current or previous customers.
(g) The Employee hereby agrees and undertakes that during the term of employment with the Employer and for the following period: ________ following the termination of Employment, the Employee shall not, directly or indirectly, either as an individual on his/her own account or as a partner, Employee, consultant, advisor, agent, Agreementor, director, trustee, committee member, office bearer, or shareholder (or in a similar capacity or function):
(I) Solicit employment of or advise any of the Employer's existing Employees or any person who was employed by the Employer within six months prior to such solicitation or any person or organization providing services to or through Employer to terminate his or her Agreement or relationship with Employer or to accept any Agreement (directly or indirectly) or other arrangements for providing services to any other person or organization; or
(II) Contact any of the existing or prospective clients (i.e. any person or organization with whom the Employer is in advanced stages of exploring a professional or business relationship) of the Employer to entice such clients away from the Employer or to damage any way their business relationship with the Employer or for the provision of substantially the same services provided to such clients by the Employer; or
(III) Solicit or undertake employment with any client of the Employer or any organization where the Employee has been taken or sent for training, deputation or secondment or professional work by the Employer; or
(IV) Enter the employ of, or render any other services to, any person engaged in a business which competes with the Business, if (i) the Employee has prior knowledge of the same or (ii) gains such knowledge during the term of employment or (iii) which is obvious to the Employee.
(h) It is agreed by and between the parties that the employment with the Employer and the compensation payable under this Agreement shall be sufficient consideration for this Clause.
(i) The Employee hereby acknowledges and agrees that the limitations as to time and the limitations of the character or nature placed in this Clause are reasonable and fair and will not preclude the Employee from earning a livelihood, nor will they unreasonably impose limitations on the Employee's ability to earn a living. In addition, the Employee agrees and acknowledges that the potential harm to the Employer of the non-enforcement of this Clause outweighs any potential harm to the Employee by this Agreement and has given careful consideration to the restraints imposed upon the Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of Confidential Information and Intellectual Property of the Employer now existing or to be developed in the future. The Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area.
(j) Employee further agrees and accepts that during the Employment and for the relevant period as specified in the clauses above, each of the restrictions above shall be deemed to constitute a separate agreement and shall be construed independently of the others. It is expressly understood and agreed by the Parties that although the Employee and the Employer consider the restrictions contained in this Clause to be reasonable if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(k) The Employee understand and agrees that the foregoing restrictions are necessary and reasonable in scope and duration, in all circumstances, for the purpose of protecting the Employer's business.
(l) If any breach or violation of any of the terms of this Clause occurs, it is agreed that damages alone may not compensate for such breach or violation and that injunctive relief is reasonable and essential to safeguarding the interests of the Employer and that an injunction in addition to any other remedy may accordingly be obtained by the Employer. No waiver of any such breach or violation shall be implied from the forbearance or failure by the Employer to take action in respect of such breach or violation.
(m) The provisions of this clause shall survive the termination of this Agreement.
18. EXPENSES
The Employer shall also reimburse all pre-approved expenses properly incurred by Employee in the due and proper performance of Employee's duties or responsibilities provided that supporting original vouchers and bills are furnished along with any request for reimbursement. All expenses need to be pre-approved by the Employer controller as designated from time to time and failure to do so shall result in the expenses not being reimbursed.
19. DEDUCTIONS
(a) Employee consents to the Employer deducting from any sum otherwise payable to Employee by reason of the Employment (or its termination) the value of any claim that the Employer may have against Employee, including but not limited to:
(I) Overpayment of remuneration;
(II) Overpayment of expenses incurred by Employee in carrying out duties;
(III) Loans which the Employer may have made to Employee from time to time;
(IV) Any advance on salary, which the Employer may have made to Employee from time to time.
20. AMENDMENTS
(a) The Employer reserves the right to make reasonable changes to any of the terms and conditions of Employment and the Employee shall be notified of such changes by way of a general notice to all Employees. Any such changes shall take effect from the date of the notice.
(b) The Employer shall give 1 month's written notice of what it considers to be any significant change, either by way of an individual notice or a general notice to all Employees.
(c) Such significant changes will be deemed to be accepted unless Employee notify the Employer of any objection in writing before the expiry of the notice period of 1 month. Any such changes shall take effect from the date of the expiry of the notice period. If the Employer receives a notification of objection within the prescribed period, the objection will be considered and if it cannot be resolved within a period of 30 days from receipt of the objection, the Employer will terminate Employment by giving Employee notice in accordance with this Agreement. The decision of the Employer as to what constitutes minor changes of detail or significant changes shall be final and binding.
(d) Employee shall not be entitled to make any changes or amendments to this Employment Agreement.
21. 8855855
(________) 822 222882 25 22525 8582222 8222528852822 28822 52525 25 82 8222282822 8825 2588 825222222 2582 82 528882525 2258225882 25 8222 82 8228822525 2282 88.
(________) 552 52282225'8 5555288 225 8258882 85588 82 828 5228822525 222882 25 8585 22525 28582 58 252 52282225 252 222822 2522 2822 22 2822.
(________) 52282222'8 5555288 225 8258882 85588 82 252 5555288 28822 52 252 5255 22 2588 825222222 25 522 22525 28582 2552 52282222 252 222822.
(________) 822 222882 25 22525 8582222 8222528852822 85588 82 522225 22 5582 8222 825825:
(________) 52 528882525 2258225882, 52 252 2822 22 52888252.
(________) 52 228225, 52 252 252852 22 2 85882288 5528 52225 82 858 228225 (258855822 252 552 22 2282822).
(________) 552 52282222 2582 222822 252 52282225 82 8582822 22 522 855222 82 252 52282222'8 2522, 5555288, 8522 5882522 252825, 2558258 825258 25 2252 22 282 882582 222 22225 22 8585 855222, 525 22 522 555282, 25282852822 25 8228882822 225 5 85828258 2222282, 522 588882882552 582822 858 25222 5258282 52282222 82 5 252228882258 25 5225852252 8252 25 82 52282222 8282228 85225522, 52282 225 25 5582 2552 5258282 52282222 5 528288822 25525 2522 522 82222882822 8825 52282222'8 852582258 25 822282 522 582 22 8522552282.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with Indian law and each party to this Agreement submits to the exclusive jurisdiction of the Courts of Andaman and Nicobar Islands.
23. ASSIGNMENT
This Agreement may be assigned by the Employer to any of its affiliates, holding companies or subsidiaries on the same terms and conditions pursuant to which the Employee shall continue to carry out its duties and responsibilities in the same manner and the Employee hereby consents for the same.
24. MISCELLANEOUS
(a) No collective agreements (which are otherwise applicable to workmen under the Industrial Disputes Act, 1947) apply to the employment.
(b) This Agreement sets out the entire agreement and understanding between the Parties in connection with the Employment and supersedes any previous Agreement or agreement between Employee and the Employer.
(c) The Employer may hold and process, whether electronically or manually, the data it collects in relation to Employee in the course of the Employment for the purposes of the Employer's management and administration of its business and of other Employees and for compliance with applicable procedures, laws and regulations and Employee hereby consent for the same. The Employer or its agents may transfer, store, and process such data whether in India or any other place for the above purposes.
(d) If at any time any term or provision in this Agreement shall be held to be illegal, invalid, or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
(e) The Employee agrees, recognizes, and acknowledges that:
(I) he/she has been provided with a copy of this Agreement for review prior to signing it, that he/she has reviewed it and that he/she understands the terms, purposes and effects of this Agreement, and that he/she has signed the same only after having had the opportunity to seek clarifications; that he/she has been given a signed copy of this Agreement for his/her own records; he/she has not been subjected to duress or undue influence of any kind to execute this Agreement and this Agreement will not impose an undue hardship upon him/her. They have executed this Agreement of their own free will and without relying upon any statements made by the Employer or any of its representatives, agents, or Employees. This Agreement is in all respects reasonable and necessary to protect the legitimate business interests of the Employer;
(II) if they violate any of the terms of this Agreement, the Employer will suffer irreparable injury and damages the amount of which cannot be adequately measured in monetary terms and that an adequate remedy at law will not exist;
(III) In view of the above, the Employer shall be entitled to injunctive relief, in addition to any other remedy available at law or in equity, in the event they violate any of the terms or conditions of this Agreement.
SIGNED ON AND BEHALF OF THE EMPLOYER:
_________________________
Signature
________
Name of authorized signatory: ________ (________)
Date: ________
I confirm that I have read and understood the aforesaid Agreement fully and by signing and returning to the Employer the duplicate copy hereof, I hereby accept the terms and conditions contained therein and agree that the same constitutes a valid and binding Agreement of employment between myself and the Employer.
EMPLOYEE:
___________________
Signature
Name: ________
Date: ________
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named, appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Signature
Notary Public
Address:
REMOTE WORK AGREEMENT
This Remote Work Agreement ("Agreement") is made effective on ________ ("Effective Date") at Andaman and Nicobar Islands
BY AND BETWEEN
________, ("Employer") a Company with its principal office located at the following address: ________, district: ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)
AND
________ ("Employee"), PAN No.: ________, Correspondence Address: ________, district: ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include his/ her assigns, heirs or executors)
WHEREAS the Employer is engaged in the following business: ________.
WHEREAS the Employee is specialized in the following area: ________.
WHEREAS the Employer desires to engage the Employee to provide certain services remotely in the area of Employee's expertise and Employee is willing to provide such services to the Employer.
NOW, THEREFORE in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Employer and Employee as follows:
1. TYPE AND LOCATION OF EMPLOYMENT
(a) The Employee will be employed remotely on the following basis: Full-time.
(b) The Employee will be a full-time remote worker.
2. COMMENCEMENT OF EMPLOYMENT
(a) The employment with the Employer ("Employment") shall be effective from the Commencement Date, which shall be the later of:
(I) ________ and
(II) Employee providing the Employer with copies of passport or birth certificate and all documents pertaining to educational and professional qualifications and references from the previous Employers (if any) to the Employer's satisfaction.
(b) Employee shall be employed with the Employer as ________ ("Designation"). The Employer reserves the right to change the designation from time to time at its sole and absolute discretion.
(c) Employee warrants and represents to the Employer that Employee will not breach any obligation binding on the Employee by reason of entering into this Agreement or performing any of Employee duties and obligations under it or other third party Agreementual obligations.
(d) Employee warrants that all the information relating to the Employee and provided by the Employee to the Employer is true and accurate.
3. PROBATION
(a) The Employee shall be on probation for the following period: ________, from the Commencement Date. During this period the Employer may terminate the Employment by giving the Employee ________ days prior written notice of termination. The Employee may terminate the Employment during the probationary period by giving the Employer ________ days prior written notice of termination. It is clarified that during the probationary period if Employee gives the Employer prior notice of less than ________ days or purport to terminate the Employment prior to the completion of the ________ days notice period, Employee hereby agrees to pay the Employer the proportionate part of Employee salary for that part of the notice period that is not fulfilled.
(b) At the end of the probationary period, the Employer shall:
(I) If satisfied with Employee performance and suitability for continued employment confirm the same in writing, or
(II) Terminate Employment upon giving Employee ________ days prior written notice of termination.
4. COMPENSATION AND BENEFITS
(a) As compensation, Employee shall be entitled to receive a CTC of Rs. ________ (________) per month, including TDS and other taxes.
(b) This shall accrue on a daily basis and be payable in the following periodicity in arrears by day 1 of the subsequent month by transfer to Employee's bank account. It is clarified that 'CTC' shall comprise the total cost to the company and includes all payments made and benefits provided by the Employer directly or indirectly to or on Employee's behalf, whether as salary or otherwise.
(c) Employee shall be entitled to one time joining bonus of Rs. ________ (________) at the end of the following period: ________ from the Commencement Date. To receive the Bonus, the Employee must be in service and not under any notice of termination on the date appointed for payment of the Bonus. The Bonus, if any, shall be announced and paid on the dates specified by the Employer from time to time at its sole and absolute discretion.
(d) The Employer will formally review Employee performance annually. However, if Employee have not completed 6 months of Employment by the last date of the month in which the performance review takes place, Employee's first review shall take place the same time next year and on an annual thereafter.
(e) The Employer is under no obligation to increase the CTC as a result of any review in performance. Any revision in the CTC following a review shall be effective from and subject to such terms and conditions as the Employer shall deem fit.
(f) The Employer may, in its sole and absolute discretion and based on Employee performance, pay an annual bonus ("Bonus") of up to ________% of fixed CTC. While determining the Bonus payable (if any), the Employer may consider the regular feedback received about Employee performance from clients, managers and co-workers. The decision of the Employer in this respect shall be final and binding.
(g) To be eligible for consideration for the Bonus, Employee must have completed the following period: ________ of continuous service with the Employer, however, based on Employee performance company may consider Employee for a pro-rata Bonus before the completion of the following minimum service period: ________. To receive the Bonus, the Employee must be in service and not under any notice of termination on the date appointed for payment of the Bonus. The Bonus, if any, shall be announced and paid on the dates specified by the Employer from time to time at its sole and absolute discretion.
(h) The Employee acknowledges and agrees that the compensation and the benefits, as described in this Agreement, is the sole compensation to which the Employee is entitled in consideration for the Employee's fulfilment of the Employee's Duties.
(i) It shall be Employee's sole responsibility to meet all requirements under Indian tax laws in respect of all payments made or benefits given under this Agreement including proper and timely tax compliance and the Employer disclaims liability for any taxes and other imposts for which Employee are liable personally. The Employer shall be entitled to make such deductions which, in its opinion, are necessary and appropriate from any payment made or benefit given in connection with the Employment that requires such deduction to be made by the Employer and the Employer shall provide the Form 16 to the Employee evidencing the deductions made.
(j) No liability shall attach to the Employer for Employee's failure to pay any such taxes and imposts and Employee agree to indemnify and keep indemnified and hold harmless the Employer from and against any and all losses, costs, expenses, claims or demands which the Employer may pay, incur, suffer or sustain directly or indirectly arising out of or in relation to or howsoever connected with Employee's failure to pay such taxes or imposts.
5. DUTIES AND OBLIGATIONS
(a) The Employee will be required to perform all tasks and will be required to accept all duties and responsibilities as reasonably requested by the Employer from time to time ("Employee's Duties"). In particular, the Employee will have the following duties:
________
(b) Employee's duties include those duties that would reasonably be expected to fall within this job title or such other duties, consistent with Employee status, as may reasonably be assigned to Employee from time to time to meet the needs of the Employer.
(c) The Employer may from time to time make changes to the position description or to the Employee's Duties, provided that such changes are reasonable in the context of the Employer's industry and in the context of the Employee's position.
(d) The Employer and the Employee may from time to time agree to make changes to the position description or to the Employee's Duties.
(e) The Employee agrees to perform the Employee's Duties in accordance with:
(I) this Agreement; and
(II) the directions, instructions, requests, and orders of the Employer; and
(III) any of the Employer's guidelines, practice manuals, policies or procedures as they exist from time to time.
(f) The Employee must perform the Employee's Duties in good faith having regard to the best interests of the Employer, and in a careful, conscientious and professional manner and to a standard that can reasonably be expected of somebody with the Employee's level of skill, training and experience.
Employee shall:
(g) Devote whole time, attention and ability solely and exclusively towards the performance of the duties and responsibilities assigned to Employee by the Employer from time to time during the Employer's normal business hours and at such other times as may be necessary;
(h) Employee shall abide by the Employer's HR Policy notified to Employee from time to time and in the event of a conflict between the provisions of the HR Policy and this Agreement, it is hereby agreed that the provisions of this Agreement shall always prevail.
(i) Properly and faithfully serve the Employer and use best endeavours to protect and further the interests and reputation of the Employer.
(j) Except when prevented by any emergency, illness or accident Employee will devote the whole of attention and skill to the affairs of the Employer and use best endeavours to promote its interests. Employee shall adhere to, execute, and fulfil all policies established by the Employer.
(k) The Employee shall establish an appropriate work environment within his or her workplace. The Employer will not be responsible for costs associated with the setup of the Employee's workplace, such as remodelling, furniture, lighting, repairs or modifications, to the workplace.
(l) The Employee is expected to maintain normal productivity and performance and must not carry out work for anyone other than the Employer without prior written permission, or undertake non-work-related activities during the working hours.
(m) Employee shall liaise with the ________ about their patterns of work and schedule and will be responsible for keeping their ________ and team informed about the status of their work. The Employee must work with their ________ to accommodate themselves for meetings or training as required by their role.
(n) Employer's Code of Conduct and all other respective employment policies and practices apply to the Employee while working, irrespective of work location or schedule arrangement.
(o) The Employee shall restrain from accessing or using the Employer's confidential information while working in a public or crowded place. Especially when using public wifi or a network.
(p) The Employee is prohibited from taking the printouts and storing confidential information while working remotely unless specifically allowed in writing by the ________.
(q) The Employee shall remain available for the conference call and shall maintain satisfactory performance standards.
(r) The Employee is required to have an internet connection that is adequate for the assigned job and duties. The cost of the internet will be incurred by the Employee itself.
(s) Adhere to rest break and attendance schedule mentioned under this Agreement or agreed upon with their ________ and compliance with the applicable central and state laws.
6. EQUIPMENT AND TOOLS MANAGEMENT
(a) At the discretion of the Employer, with information supplied by the Employee, and the ________, the appropriate equipment (including hardware, software, modems, phone, and other office equipment) required to complete tasks will be provided from time to time.
(b) The equipment provided by Employer will be maintained and repaired by the Employer. If there are any damages caused to such equipment due to the fault of Employee, the Employee shall be liable to repair or replace such equipment. Equipment provided by the Employee will be maintained by the Employee and Employer accepts no responsibility for damage or repairs to Employee-owned equipment.
(c) Equipment supplied by the Employer is to be used for business purpose only. The Employee must sign an inventory of all Employer property received. Upon termination of employment, all Employer property will be returned to the Employer, unless agreed otherwise in writing.
(d) The Employee understands that all equipment and tools provided by the Employer shall remain the property of the Employer at all times. The Employee shall protect Employer equipment and tools from theft or damage and shall report theft or damage to his or her ________ immediately.
(e) The Employer may provide necessary office supplies as it may deem necessary from time to time.
7. PERFORMANCE REVIEWS AND REPORTING
(a) The Employee will report to the ________ on a need basis as communicated by the ________, in the following manner:
________
8. SAFETY AND HEALTH
(a) The Employee must choose a safe, healthy and suitable location to perform the duty. The Employee must choose a space that is free from any distraction, well organized and with good internet support.
(b) The Employee is required to submit a self-assessment report of the workplace in the following manner:
________
(c) The Employer may authorize its agents, supervisors, or managers to conduct an inspection at the Remote Work location of the Employee to check compliance with health norms, safety, and compliance with the Employer policies. Any inspections must be conducted during the normal working hours and shall be at the convenience of the Employee.
9. INSURANCE
(a) The Employee will be covered under the health insurance of the Employer and other insurance benefits provided to the normal Employees.
(b) The Employee is advised to choose a safe and secure location to work from and to maintain high levels of safety. The Employer is liable for injuries suffered in the pre-defined workspace during work hours only. The Employer may not be liable for the accidents or injuries incurred due to gross violation of instructions and guidelines provided by the Employer.
(c) Only equipment owned by the Employer is covered by the Employer's chosen insurer. All the other equipment is to be covered by the Employee's personal insurance provider.
10. SCHEDULE AND OVERTIME
(a) The Employee must ensure the availability over the telephone, email and other messenger apps provided by the Employer during working hours. The Employees must follow the schedule as prescribed by the Employer from time to time. This is to ensure that the collaboration with other Employees, customers and related entities is smooth.
(b) The Employee during the remote work period has to follow the following schedule:
________
(c) The Employee will be entitled to overtime pay if such overtime duty is approved in writing by the ________ in advance. For such overtime, the Employee will be paid as per existing overtime payment rules of the Employer.
(d) Failure to take prior approval from the ________ may result in taking action against the Employee.
(e) The Employee is required to accurately record all hours worked on the Employer's system.
11. HOLIDAYS AND LEAVE
(a) The Employee will be entitled to ________ days of public (preferred) holidays in every calendar year in addition to such public holidays as may be notified by the Employer from time to time.
(b) The Employee will be entitled to ________ days of paid leave in a 12-month period on an accrual basis. Any un-availed paid leave in excess of ________ days, at the end of the calendar year will lapse automatically
(c) The Employee is entitled to ________ days of casual/sick leave in a year. Casual/sick leave cannot be carried forward. Casual/sick leave balance, if any, at the end of the calendar year will automatically lapse.
(d) If Employee is absent from work and such absence has not been previously authorised by the Employer as provided herein, Employee must inform ________ of such absence with reasons as soon as practicable, but no later than on the morning of the first day of such absence.
12. SICKNESS
(a) Any leave taken by Employee for illness, sickness or injury will be deducted from Employee casual/sick leave entitlement.
(b) If Employee is absent from work due to illness, sickness or injury for a period exceeding 3 days, Employee must give to the Employer a medical certificate certifying such illness, sickness, or injury on the fifth day following the first day of absence. For any absence thereafter, the Employee shall upon the request of the Employer provide a further medical certificate certifying the continuance of the illness, sickness, or injury.
13. CONFIDENTIAL INFORMATION AND TRADE SECRETS
(a) During the course of Employment, Employee will have access to information (whether or not recorded in writing or on computer disk or tape) that the Employer treats as confidential or which has the necessary quality of confidentiality.
(b) Further, Employee understands that the Employer from time to time has in its possession information which is claimed by others to be proprietary and which the Employer has agreed to keep confidential ("Proprietary"/"Confidential Information"). Employee agree that all such information should be Proprietary or Confidential Information for purposes of this Agreement.
(c) Without limiting the foregoing, Confidential Information shall include:
(I) Intellectual Property and Developments including technical data, and information relating thereto or any part thereof; any devices designed by the Employer or its affiliate, trade or business secrets of Employer or its affiliate;
(II) Financial data, in particular, concerning budgets, the fees and revenue calculations, costs, sales figures, financial statements, costing, profits, profit margins, profit expectations and inventories of the Employer and/or affiliates; commercial arrangements and negotiations, unpublished accounting information, business strategies, business plans, research and development projects, product formula, processes, inventions, programs, designs, specifications, discoveries or know-how;
(III) Confidential or proprietary information received from third parties and the identity of the Employer's clients and investors, any and all information, material and data provided by any client of the Employer or its affiliates;
(IV) Sales statistics, marketing surveys and plans, forecasts, budgets, costs, profit, or loss, names, addresses and contact details of customers and potential customers or suppliers, licenses, prices, costs and Employee, customer and supplier lists, and any other information or knowledge gained from the Employer or in the course of Employment;
(V) Information concerning the Employer or affiliates' organizational and personnel matters (including employment-related matters, contact details of any Employee of the Employer or its affiliates, training material used by the Employer or its affiliates), policies and procedures data and information relating to IT security protocols, all passwords and software used, owned leased and/or otherwise in the possession of the Employer or its affiliates;
(VI) Manufacturing, distribution and technical data used in conducting the business of the Employer, including details as to procurement, distribution, procedures and strategies, the fees, discounts, commissions and other credits of the Employer or affiliate;
(VII) Business data, particularly data relating to new products, projects, services, promotion campaigns, plans for future development, strategies, pricing agreements and joint ventures in which the Employer or affiliates is/are involved;
(VIII) All data in respect of consultants, agents, representatives of the Employer and/or affiliates including details of their effectiveness and compensation, and commission;
(IX) Details of this Agreement, including information and details relating to the Employee's salary and other benefits;
(X) The information which, to Employee's knowledge, is not intended by the Employer for general dissemination;
(XI) Information received by the Employer and/or affiliate from third parties under an obligation of confidentiality;
(XII) Any information derived from any of the above;
(XIII) Any copies of the abovementioned information;
(d) Employee shall:
(I) Keep secret and shall not, at any time either during the Employment or for the following period: ________, after its termination, for whatever reason and whether directly or indirectly, use, disclose, divulge, communicate or reveal to any person (natural or artificial) for Employee's own or another's benefit, any Developments or confidential, proprietary or secret information which has come to Employee's knowledge during the course of the Employment without the prior written consent of the Employer
(II) Use Employee's best endeavours to prevent the publication, disclosure or use of any such Confidential Information.
(III) Not directly or indirectly reference any information about the company on web-based portals i.e Social Networking Sites, blogs etc.
(e) The above restrictions shall not apply to divulging/disclosing information to such persons as may be authorised by the Employer in the course of Employment. The Employer's decision as to who shall be permitted to disclose such confidential information shall be final and binding on the Employee.
(f) Further, the aforesaid restrictions shall not apply to the disclosure of any information which:
(I) Is or becomes generally available to the public, other than as a result of Employee disclosure;
(II) Is disclosed to Employee by any third party otherwise than in breach by such third party of any obligation of confidentiality to the Employer;
(III) Is required to be disclosed by any applicable law, regulation or order of the Court or by any competent judicial, regulatory, governmental or other authority or governmental agency.
(g) For the avoidance of doubt, the termination of this agreement or variation of any of its terms or conditions for any reason shall not affect the obligations of confidentiality set out above, except that they shall cease to apply to any information or knowledge which may come into the public domain other than by way of unauthorised disclosure in breach of the above obligations by Employee.
(h) During the term of employment, the Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former Employer or any other person to whom the Employee has an obligation of confidentiality, and the Employee will not bring onto the premises of the Employer or Employer's clients any unpublished documents or any property belonging to any former Employer or any other person to whom the Employee has an obligation of confidentiality unless consented to in writing by such former Employer or person.
(i) It is hereby clarified that the Employee shall be permitted to take an independent regular membership of non-profit organisations such as ASSOCHAM, ICAI and similar organisations only with the written consent of the Employer and subject to the condition that the Employee shall not (a) act as a consultant to any entity or organisation other than the Employer; (b) share or disclose any information of the Employer including Confidential Information, or act as a representative of the Employer at such organisations unless specifically authorised in writing by the Employer.
14. INTELLECTUAL PROPERTY
The protection of intellectual property rights arising in the course of the Employee's employment should be defined and governed in the following policy: ________.
15. DISMISSAL
(a) Notwithstanding anything contained herein, employment may be terminated by the Employer without notice and without payment of compensation or in lieu of notice if Employee is guilty of fraud, negligence, misconduct or in any way breach of the terms of this Agreement. Without limiting the above, the Employer shall be entitled to terminate the Employment summarily by written notice and without any payment in lieu of notice (but without prejudice to the rights and remedies of the Employer for any breach of this Agreement and to Employee's continuing obligations under this Agreement) in any of the following events:
(I) If Employee has committed any criminal offence or been guilty of any gross misconduct whether during the performance of duties or otherwise which, in the opinion of the Employer, renders Employee unfit to continue as an Employee of the Employer or which would be likely adversely to prejudice the interests of the Employer.
(II) If Employee willfully abuses or misuses the Employer's computer system or any password relating to that computer system or gains access to any file or loads any information or program contrary to the Employer's interests or procedures.
(III) If any information relating to the Employee's suitability for employment provided to the Employer in the course of applying for employment is found to be materially false or misleading.
(IV) If Employee is subject to immigration control in India, Employment shall be conditional upon Employee having been granted leave to enter into, remain and take up employment in India, such leave being valid and subsisting at all times and not being subject to any condition precluding or restricting the Employment.
(b) The following are examples of Employee's conduct as regards the Employer that cause harm to the Employer and which would entitle the Employer to terminate employment summarily:
(I) Theft, fraud, intentionally providing false or misleading information or any act of dishonesty.
(II) Any act or attempted act of violence or abusive behaviour towards people or property including causing deliberate damage to the Employer's property.
(III) Indecent behaviour towards or harassment or bullying of fellow Employees, suppliers, customers, or clients.
(IV) Incapability to undertake Employee's responsibilities under this employment agreement on account of Employee's abuse of alcohol or other banned substances.
(V) Willful breach of health and safety regulations, if any, prescribed by the Employer.
(VI) A serious act of insubordination or willful refusal to carry out reasonable requests by the board of the Employer.
(VII) Serious or persistent neglect of duties or a series of persistent breaches of the terms and conditions of employment.
(VIII) Unauthorized use of or disclosure of Confidential Information of the Employer.
(IX) Falsifying records or expense claims.
(X) A conviction for a criminal offence arising from or related to the Employee's work for the Employer.
(XI) A conviction for a criminal offence committed outside working hours which in the opinion of the Employer adversely affects the Employer's business or reputation or affects Employee's suitability for the type of work which Employee perform or affects Employee's acceptability to other Employees.
(XII) Any act which Employee knows or reasonably believes is likely to bring the Employer into disrepute.
(XIII) The unauthorized signing of documentation committing the Employer to any financial obligation which is not in the ordinary course of business of the Employer or exceeding Employee's authority in any other way.
This list is intended as a guide and is not exhaustive.
(c) Upon dismissal, as specified above or the termination of Employee's Employment, Employee shall forthwith return to the Employer all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business of the Employer or its customers or prospects, any magnetic disc on which information relating to the business is stored and any other property of the Employer which may be in Employee's power, possession, custody, care or control or which contain or refer to any Confidential Information and shall, if requested to do so by the Employer, provide a signed statement that Employee has complied fully with the terms of this clause.
(d) Upon dismissal, the Employee shall not be entitled to receive any accruals towards leave encashment.
16. TERMINATION
(a) This Agreement shall be terminated forthwith:
(I) In the event of Employee's death.
(II) Upon the dissolution of the Employer.
(b) Upon confirmation of Employee's employment, Employment may be terminated by either party by giving the following notice: ________ written notice. The Employer may terminate Employment by paying Employee a salary in lieu of notices. It is hereby clarified that the term 'salary' for the purpose of this clause shall mean the proportionate monthly CTC and shall not include any other compensation payable to the Employee by the Employer.
(c) If the Employee purports to terminate the Employment without notice or prior to the completion of the notice period specified above, Employee hereby agrees to relinquish any salary for that part of the notice period that is not fulfilled. In addition, the Employee shall also pay the Employer for the remaining notice period for not completing the stipulated notice period. Purported termination of the Employment without notices or on short notice or the payment of a penalty shall not and does not absolve Employee of the obligation to comply fully with the terms of this Clause.
(d) Nothing in this Agreement shall prevent the Employer from terminating Employment without notice if Employee has been dismissed.
(e) Once the notice of termination has been given by either Party, the Employer may at any time before the expiry of the notice period, require Employee to:
(I) Perform such duties as directed;
(II) Perform no duties;
(III) Not have any communication with any customer or prospective customer of the Employer in relation to the business of the Employer;
(IV) Not contact or have any communication with any Employee, officer, director, agent, or consultant of the Employer in relation to the business of the Employer, and
(V) Not remain or become involved in any respect with the business of the Employer except as required by the Employer, including but not limited to not attending the Employer's places of business and requiring Employee to remain at home for all or part of the notice period.
(f) Upon termination of employment, the Employee shall be entitled to receive the basic salary portion of the CTC in lieu of any accrued but unutilized holiday entitlement. However, if Employee has taken holiday or casual leave in excess of Employee's entitlement, the Employer may at its sole and absolute discretion deduct a sum equivalent to the basic salary portion of the CTC due for each day of absence in excess of the holiday or casual leave entitlement.
(g) On the last day of employment Employee must immediately return to the Employer in accordance with its instructions all equipment, correspondence, records, specifications, software, models, notes, reports and other documents belonging to the Employer and any copies thereof and any other property belonging to the Employer including but not limited to keys provided to Employee and which are in Employee's possession or under Employee's control. The Employee will provide the Employer with any passwords in the Employee's possession, which are required to access these records, or any other such information relating to the Employer produced in the course of employment. Furthermore, Employee will delete all information relating to the Employer produced in the course of employment, which is not stored on Employer property, including any such information stored on a personal computer. If Employee owes any money to the Employer, then the Employer has the right to deduct such sums from any payment due to Employee. This is without prejudice to the Employer's other remedies to recover any sums due from the Employee to the Employer.
(h) Any and all the Employer's Property, Confidential Information and Intellectual Property of the Employer acquired by or in the possession of the Employee under this Agreement, shall be returned to the Employer immediately upon termination of this Agreement.
(i) In the event the Employee's employment with the Employer is terminated, the Employee shall sign and deliver to the Employer a termination certificate in the format specified by the Employer.
(j) It is further agreed and understood that until such time as all of the Employer's Property, Confidential Information and Intellectual Property are returned and the Termination Certificate is provided as abovementioned, the Employer shall, in addition to initiating legal proceedings for recovery (and without prejudice to any other rights or remedies that Employer may have under law or equity), be entitled to withhold any salary, emoluments or other dues of the Employee then or in future payable to the Employee, to the extent allowable by law, and may further, at its discretion, deduct therefrom the full value of the said property/properties calculated at its then replacement price. The Employee recognizes and agrees that the Employer shall be entitled to recover from the Employee and the Employee shall be bound and liable to make good to the Employer any loss suffered by the Employer on account of misuse of the Employer's Property, Confidential Information and Intellectual Property by the Employee and/or any damage occasioned to the Employer's Property, Confidential Information and Intellectual Property whilst in the custody of or entrusted to the Employee.
17. RESTRICTIVE COVENANTS
(a) Employee shall not during Employment, without the prior written consent of the Employer, under any circumstances, whether directly or indirectly undertake as an Employee or otherwise or discharge (for remuneration or compensation howsoever payable) for any other person in India or elsewhere any duties and responsibilities, of whatever kind.
(b) Employee shall not during Employment, without the prior written consent of the Employer, during the term of employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantages if such activity interferes with Employee's duties and responsibilities hereunder.
(c) Employee shall not, for the following period: ________ after the termination of Employment, without the prior written consent of the Employer engages, whether directly or indirectly, in any business, employment or activity related to the Employer's clients or customers, a Competitive Business (as defined hereunder) nor provide services and carry out duties for any Competitive Business which are similar to the duties carried out for the Employer during Employment. Employee agrees that the above covenant is necessary to safeguard any sensitive information of the Employer that may have come into Employee's knowledge while in Employment.
(d) Competitive Business(es)" include any firm, partnership, joint venture, company and/or any other entity and/or person that engages in the following business: ________ or carries out activities similar or competitive to the business in which the Employer engages or proposes to engage during the term of employment.
(e) During Employment and for the following period: ________ thereafter, Employee shall not without the prior written consent of the Employer carry out or engage in, whether directly or indirectly, whether through a partnership or as a shareholder, a joint venture partner, collaborator, consultant or agent or in any other manner whatsoever, whether for profit or otherwise in any Competitive Business which competes directly or indirectly with the whole or any part of the business carried on by the Employer in India or elsewhere or in any activity related to the business carried on by the Employer.
(f) Employee shall not on Employee's own account or on behalf of any other person, solicit or accept orders for products or services from any of the Employer's current or previous customers that are in competition with products or services of or in any way related to the business of the Employer from any of the Employer's current or previous customers.
(g) The Employee hereby agrees and undertakes that during the term of employment with the Employer and for the following period: ________ following the termination of Employment, the Employee shall not, directly or indirectly, either as an individual on his/her own account or as a partner, Employee, consultant, advisor, agent, Agreementor, director, trustee, committee member, office bearer, or shareholder (or in a similar capacity or function):
(I) Solicit employment of or advise any of the Employer's existing Employees or any person who was employed by the Employer within six months prior to such solicitation or any person or organization providing services to or through Employer to terminate his or her Agreement or relationship with Employer or to accept any Agreement (directly or indirectly) or other arrangements for providing services to any other person or organization; or
(II) Contact any of the existing or prospective clients (i.e. any person or organization with whom the Employer is in advanced stages of exploring a professional or business relationship) of the Employer to entice such clients away from the Employer or to damage any way their business relationship with the Employer or for the provision of substantially the same services provided to such clients by the Employer; or
(III) Solicit or undertake employment with any client of the Employer or any organization where the Employee has been taken or sent for training, deputation or secondment or professional work by the Employer; or
(IV) Enter the employ of, or render any other services to, any person engaged in a business which competes with the Business, if (i) the Employee has prior knowledge of the same or (ii) gains such knowledge during the term of employment or (iii) which is obvious to the Employee.
(h) It is agreed by and between the parties that the employment with the Employer and the compensation payable under this Agreement shall be sufficient consideration for this Clause.
(i) The Employee hereby acknowledges and agrees that the limitations as to time and the limitations of the character or nature placed in this Clause are reasonable and fair and will not preclude the Employee from earning a livelihood, nor will they unreasonably impose limitations on the Employee's ability to earn a living. In addition, the Employee agrees and acknowledges that the potential harm to the Employer of the non-enforcement of this Clause outweighs any potential harm to the Employee by this Agreement and has given careful consideration to the restraints imposed upon the Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of Confidential Information and Intellectual Property of the Employer now existing or to be developed in the future. The Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area.
(j) Employee further agrees and accepts that during the Employment and for the relevant period as specified in the clauses above, each of the restrictions above shall be deemed to constitute a separate agreement and shall be construed independently of the others. It is expressly understood and agreed by the Parties that although the Employee and the Employer consider the restrictions contained in this Clause to be reasonable if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(k) The Employee understand and agrees that the foregoing restrictions are necessary and reasonable in scope and duration, in all circumstances, for the purpose of protecting the Employer's business.
(l) If any breach or violation of any of the terms of this Clause occurs, it is agreed that damages alone may not compensate for such breach or violation and that injunctive relief is reasonable and essential to safeguarding the interests of the Employer and that an injunction in addition to any other remedy may accordingly be obtained by the Employer. No waiver of any such breach or violation shall be implied from the forbearance or failure by the Employer to take action in respect of such breach or violation.
(m) The provisions of this clause shall survive the termination of this Agreement.
18. EXPENSES
The Employer shall also reimburse all pre-approved expenses properly incurred by Employee in the due and proper performance of Employee's duties or responsibilities provided that supporting original vouchers and bills are furnished along with any request for reimbursement. All expenses need to be pre-approved by the Employer controller as designated from time to time and failure to do so shall result in the expenses not being reimbursed.
19. DEDUCTIONS
(a) Employee consents to the Employer deducting from any sum otherwise payable to Employee by reason of the Employment (or its termination) the value of any claim that the Employer may have against Employee, including but not limited to:
(I) Overpayment of remuneration;
(II) Overpayment of expenses incurred by Employee in carrying out duties;
(III) Loans which the Employer may have made to Employee from time to time;
(IV) Any advance on salary, which the Employer may have made to Employee from time to time.
20. AMENDMENTS
(a) The Employer reserves the right to make reasonable changes to any of the terms and conditions of Employment and the Employee shall be notified of such changes by way of a general notice to all Employees. Any such changes shall take effect from the date of the notice.
(b) The Employer shall give 1 month's written notice of what it considers to be any significant change, either by way of an individual notice or a general notice to all Employees.
(c) Such significant changes will be deemed to be accepted unless Employee notify the Employer of any objection in writing before the expiry of the notice period of 1 month. Any such changes shall take effect from the date of the expiry of the notice period. If the Employer receives a notification of objection within the prescribed period, the objection will be considered and if it cannot be resolved within a period of 30 days from receipt of the objection, the Employer will terminate Employment by giving Employee notice in accordance with this Agreement. The decision of the Employer as to what constitutes minor changes of detail or significant changes shall be final and binding.
(d) Employee shall not be entitled to make any changes or amendments to this Employment Agreement.
21. 8855855
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(________) 552 52282225'8 5555288 225 8258882 85588 82 828 5228822525 222882 25 8585 22525 28582 58 252 52282225 252 222822 2522 2822 22 2822.
(________) 52282222'8 5555288 225 8258882 85588 82 252 5555288 28822 52 252 5255 22 2588 825222222 25 522 22525 28582 2552 52282222 252 222822.
(________) 822 222882 25 22525 8582222 8222528852822 85588 82 522225 22 5582 8222 825825:
(________) 52 528882525 2258225882, 52 252 2822 22 52888252.
(________) 52 228225, 52 252 252852 22 2 85882288 5528 52225 82 858 228225 (258855822 252 552 22 2282822).
(________) 552 52282222 2582 222822 252 52282225 82 8582822 22 522 855222 82 252 52282222'8 2522, 5555288, 8522 5882522 252825, 2558258 825258 25 2252 22 282 882582 222 22225 22 8585 855222, 525 22 522 555282, 25282852822 25 8228882822 225 5 85828258 2222282, 522 588882882552 582822 858 25222 5258282 52282222 82 5 252228882258 25 5225852252 8252 25 82 52282222 8282228 85225522, 52282 225 25 5582 2552 5258282 52282222 5 528288822 25525 2522 522 82222882822 8825 52282222'8 852582258 25 822282 522 582 22 8522552282.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with Indian law and each party to this Agreement submits to the exclusive jurisdiction of the Courts of Andaman and Nicobar Islands.
23. ASSIGNMENT
This Agreement may be assigned by the Employer to any of its affiliates, holding companies or subsidiaries on the same terms and conditions pursuant to which the Employee shall continue to carry out its duties and responsibilities in the same manner and the Employee hereby consents for the same.
24. MISCELLANEOUS
(a) No collective agreements (which are otherwise applicable to workmen under the Industrial Disputes Act, 1947) apply to the employment.
(b) This Agreement sets out the entire agreement and understanding between the Parties in connection with the Employment and supersedes any previous Agreement or agreement between Employee and the Employer.
(c) The Employer may hold and process, whether electronically or manually, the data it collects in relation to Employee in the course of the Employment for the purposes of the Employer's management and administration of its business and of other Employees and for compliance with applicable procedures, laws and regulations and Employee hereby consent for the same. The Employer or its agents may transfer, store, and process such data whether in India or any other place for the above purposes.
(d) If at any time any term or provision in this Agreement shall be held to be illegal, invalid, or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
(e) The Employee agrees, recognizes, and acknowledges that:
(I) he/she has been provided with a copy of this Agreement for review prior to signing it, that he/she has reviewed it and that he/she understands the terms, purposes and effects of this Agreement, and that he/she has signed the same only after having had the opportunity to seek clarifications; that he/she has been given a signed copy of this Agreement for his/her own records; he/she has not been subjected to duress or undue influence of any kind to execute this Agreement and this Agreement will not impose an undue hardship upon him/her. They have executed this Agreement of their own free will and without relying upon any statements made by the Employer or any of its representatives, agents, or Employees. This Agreement is in all respects reasonable and necessary to protect the legitimate business interests of the Employer;
(II) if they violate any of the terms of this Agreement, the Employer will suffer irreparable injury and damages the amount of which cannot be adequately measured in monetary terms and that an adequate remedy at law will not exist;
(III) In view of the above, the Employer shall be entitled to injunctive relief, in addition to any other remedy available at law or in equity, in the event they violate any of the terms or conditions of this Agreement.
SIGNED ON AND BEHALF OF THE EMPLOYER:
_________________________
Signature
________
Name of authorized signatory: ________ (________)
Date: ________
I confirm that I have read and understood the aforesaid Agreement fully and by signing and returning to the Employer the duplicate copy hereof, I hereby accept the terms and conditions contained therein and agree that the same constitutes a valid and binding Agreement of employment between myself and the Employer.
EMPLOYEE:
___________________
Signature
Name: ________
Date: ________
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named, appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Signature
Notary Public
Address:
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