Sample Employment agreement

This EMPLOYMENT AGREEMENT (the “Agreement”) is made on the Agreement Date.

BY AND BETWEEN:

VANDEY CONSULTANCY SERVICES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013, bearing Corporate Identification Number U74999KA2017PTC100517 and having its registered office at 314 Prestige Center point, Cunningham Road, Bangalore 560-052 (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its liaison office, successors and assigns), represented by its Managing Director, Mr. David Keynan, of the FIRST PART;

AND

Ms. Name, residing at, Address, (hereinafter referred to as “Employee”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, executors and permitted assigns) of the SECOND PART.

(The Company and Employee are hereinafter collectively referred to as the “Parties” and individually as the “Party”)

WHEREAS:

A. The Company is inter alia engaged in the business of providing consulting services (“Business”).

B. The Company is desirous of appointing the Employee on the terms and conditions specifically set forth in this Agreement.

C. The Company and Employee are therefore desirous of recording the terms and conditions of employment of the Employee with the Company by executing these presents.

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

1. DEFINITIONS AND INTERPRETATION

1.1 “Board” shall mean the Board of Directors for the time being of the Company.

1.2 “Cause” shall have the meaning assigned to it in Clause 7.2.1.

1.3 “Confidential Information” means all information or data made available to Employee (whether furnished orally, in writing, electronically or through any other form or medium and regardless of whether it is specifically marked or identified as confidential) or which directly or indirectly comes to the knowledge of Employee or any part thereof, concerning or relating to the

Company, including all analyses, forecasts, reports, studies, agreements and other documents whether prepared by the Company, its executives or a third party, but shall not include information that is now in, or hereafter enters, the public domain through no action by Employee in violation of the terms or conditions of this or any other duty of confidentiality, contractual or otherwise.

1.4 “Developments” shall mean any invention, design, technical or business innovation, computer program and related documentation, or any other work product knowhow or intellectual property developed, or conceived by Employee, in whole or in part that arises out of the employment with the Company, or that are otherwise made through the use of the Company’s assets

or materials.

1.5 “Directors” shall mean the directors on the Board of the Company.

1.6 “Intellectual Property Rights” shall mean all intellectual property rights subsisting in the products developed, being developed and/or proposed to be developed by the Company including all patents, patent applications and patent rights, entity models, moral rights, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service

names and service name rights, brand names, internet domain names and sub-domains, inventions, processes, formula, copyrights and copyright rights, trade dress, business and product names, logos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings, knowhow and all pending applications for and registrations of patents, entity models, trademarks, service marks, copyrights and internet domain names and sub-domains.

1.7 “Person” shall mean and include any individual, firm, company, institution, or any other legal entity.

1.8 In this Agreement:

(i) the recitals shall be deemed to constitute an integral and operative part of this Agreement, as if the same were reproduced herein;

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

(iii) reference to days, months and years are to English calendar days, calendar months and calendar years respectively;

(iv) the words “include” and “including” are to be construed without limitation;

(v) reference to statutes shall include any modification, re-enactment, or extension thereof for the time being in force; and

(vi) headings and bold typefaces are only for convenience and shall be ignored for the purpose of interpretation of this Agreement.

2. EMPLOYMENT

2.1 The Company hereby appoints the Employee in the position and title of an ‘Designation’. The Employee’s primary office location will be location “Bangalore”. The Employee shall have responsibilities, duties, and authority commensurate with such position and will report to the management of Vandey Consultancy Services Pvt Ltd. The Employee will report on administration

matters to Mr. David Keynan from time to time.

2.2 The Employee hereby accepts this employment, to the exclusion of all other employments and engagements, on the terms, conditions, and stipulations herein.

2.3 The Employee would perform his duties in the work location allocated by the Company.

2.4 The Employee may be required, at express instructions from the Company, to travel as per their roles and responsibilities listed below, or at the Company’s discretion. The Employee may incur travel expenses, which shall be reimbursed as per the applicable policy of the Company.

2.5 The duties and functions of the Employee shall be communicated to the Employee and may be modified, from time to time at the discretion of the Company. The Employee’s effective start date of employment will be their date of joining the Company which is DOJ, or on a date mutually agreed and confirmed to the Employee in advance, by the Company’s management (“Effective Date”). This offer of employment will stand withdrawn, if the Company does not receive accepted copy of this Agreement within 5 (five) calendar days, or in the event of failure to join the Company on the Effective Date, this Agreement shall stand automatically terminated.

2.6 The Employee shall be on probation for a period of 3 (three) months from the Effective Date. During this period, the Company in its absolute discretion, may terminate this Agreement, without assigning any reasons by giving no notice period. The Employee, during this period may terminate this Agreement by giving 7 (seven) days’ notice period or notice pay in lieu thereof to the other Party. If the Company initiates the termination of this Agreement, it is not under any obligation to provide reasons for such termination. When an Employee has completed their 3 (three) months’ probationary period, they will be granted

automatic permanent employment status unless informed otherwise by the Company, in writing, to the Employee.

2.7 Employee agrees that during their employment with the Company, they will be in full compliance with all applicable laws, rules, regulations, and procedures notified thereunder, including the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Prevention of Corruption Act, 1988.

2.8 Employee will perform and discharge all their duties and functions assigned by the Company in a faithful, competent, and professional manner. All of Employee’s activities hereunder will be at the complete direction and control of the Board and the Company at all times.

2.9 Employee undertakes to refer to the Company, and to the best of their abilities, ensure a mandate to the Company, all business opportunities known to them or made known to them at any time, with respect to the business being carried on,

or proposed to be carried on, by the Company. Employee shall immediately make full and true disclosure in writing to the Company of:

(i) any direct or indirect interest or benefit they have derived or are likely to derive through, or in connection with, any contractual arrangements, dealings, transactions, or affairs of the Company and/or any transactions,which are likely to be detrimental to the Company; and

(ii) any intellectual property developed, created, or owned by him/her and proposed to be used by him/her during the course of their employment with the Company.

2.10 Employee shall receive periodic performance reviews/evaluations at the discretion of the Company, and as may be relevant.

3. BACKGROUND VERIFICATION

3.1 This offer and continued employment with the Company are contingent upon the Employee participating in a background verification (“BGV”) process that may be mandated by the Company or its clients. The Company may, either directly,

or through a third-party, at any time, prior to the Employee being onboarded, or after their onboarding, conduct a BGV.

3.2 The Company reserves the sole right to rescind the Employee’s offer of employment or terminate their services, in case the BGV process results in an unsatisfactory outcome.

4. TERM OF AGREEMENT

4.1 This Agreement shall be valid from the Effective Date and continue to be in force until it is terminated in accordance with this Agreement.

5. DUTIES

5.1 Subject to the terms of this Agreement, Employee shall devote their whole working time, attention, and energies to the business of the Company as may be necessary and shall use their best endeavors to promote the interest and welfare of the Company.

5.2 During the term of this Agreement and thereafter for a period of 24 (twenty-four) months, Employee shall not directly or indirectly engage themselves in any other business, occupation or employment which is in direct or indirect competition to the Business of the Company, whether or not such activity is pursued for profit, gain or other pecuniary advantage and Employee shall not render any other commercial or professional services or participate in any other commercial activity which is indirect or indirect competition to the Business of the Company, except with the Company’s prior written permission.

5.3 Notwithstanding anything contained herein, at all times, the Employee shall employ their working hours for performing their duties for the Company.

6. REMUNERATION

6.1 In consideration of the duties, functions and services rendered by Employee, Employee shall be paid remuneration as detailed in Annexure A to this Agreement (“Remuneration”).

6.2 Employee may be entitled to a performance bonus as determined by the Company’s Board, at its sole discretion, from time to time.

6.3 The Remuneration shall be payable to Employee by the Company, subject to the deduction and withholdings of tax, as may be applicable from time to time.

7. TERMINATION OF EMPLOYMENT

7.1 The employment is terminable by the Company and Employee in accordance with the provisions of this Agreement and in the event of termination, Employee shall not be entitled to any additional benefits, compensation, other than as expressly provided in this Agreement or as provided for under the provisions of the applicable laws.

7.2 Termination for Cause

(i) The Company shall be entitled to terminate the employment of Employee without giving any notice, if in the opinion of the Company, Employee:

Continuously neglects or fails to attend to the duties entrusted to them;
Continuously fails to comply with the lawful directions of the Company;
Absconds from work or takes unauthorized leave beyond a period of 5 (five) days.
Violates the Company’s policies or the applicable enactments, rules, or regulations;
Misappropriates or damages any property of the Company;
Commits act of moral turpitude; Carries out any dishonest or fraudulent conduct or act or any breach of trust or breach of faith whether or not the same causes any actual harm or damage or loss to any Person including the
Company;
Misconducts themselves while discharging their duties or indulges in any act of commission or omission bringing disrepute or notoriety or adverse publicity to the Company;
Divulges or discloses, either directly or indirectly, any of the Confidential Information either by way of transfer, sale, theft, misappropriation, publication, misuse or wrongful or unauthorized use of the Confidential
Information or otherwise; or
Breaches any of the material terms, conditions, or stipulations of this Agreement.

7.3 Termination for Convenience: Notwithstanding the provisions of Clause 7.2, either Party may terminate this Agreement at any time by providing a prior written notice of 30 (thirty) days to the other Party. In the event the Company terminates this Agreement, the Company reserves the sole right to terminate, with immediate effect, on payment of notice pay based on the Employee’s basic salary (excluding allowances) in lieu of unexpired notice period thereof. In the event the Employee terminates this Agreement, they agree to serve the full notice period for ensuring proper knowledge transfer etc. Employee agrees to notify of any leaves that are occurring during the notice period and is at the discretion of the Company.

7.4 Termination for Non-Performance: In the event the Company determines that the Employee’s performance and/or behaviour is poor or unsatisfactory, the Company at its sole discretion may initiate a performance improvement process (“PIP”) for a pre-determined period. In the event the Employee refuses to participate in the PIP, or their performance is determined to be unsatisfactory during or at the end of the PIP, the Company reserves the right to terminate this Agreement. The Company reserves the right to terminate for non-performance whether or not a formal PIP had been conducted for the Employee.

7.5 Effect of Termination:

(i) Upon termination of this Agreement, Employee shall immediately and without any protest or delay, return to the Company, in the manner required by the Company, all the assets and property (including any leased properties) of the Company including any vehicle, laptop, documents, files, books, papers and memos in Employee’s possession or custody and including all

information, whether confidential, intellectual property related or otherwise, received from or relating to the Company or acquired during the course of Employee’s employment, contained on or in any media, electronic or otherwise (collectively “Company Assets”) and the Company shall pay all outstanding amounts due to Employee including reimbursement of expenses incurred by Employee during the term of employment, upon return of the Company Assets. . The Company will initiate the process for the return by the Employee of the Company Assets, including pre-booking for any pick- up services. Any costs associated the collection will be borne by the Company.

8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

8.1 Employee undertakes and agrees that, in consideration of the employment with the Company and the remuneration and other perquisites that Employee will receive during the employment, they shall abide with the following:

(i) They will not, either directly or indirectly, both during and perpetually after the expiry of the term of this Agreement, without the Company’s prior written permission, disclose, divulge, disseminate, publish, lecture upon, sell or transfer to any Person, or permit any Person to examine or make copies of, any documents, writings, drawings, materials or records that contain or are derived from any Confidential Information;

(ii) They will comply, and do all things necessary to ensure that the Company shall comply with all applicable laws and with the provisions of contracts executed by the Company relating to Intellectual Property or to the safeguarding of information, including the signing of any confidentiality agreements required in connection with the performance of his duties and function.

(iii) Confidential Information shall be solely and absolutely vested in and owned by the Company and Employee shall not have or claim any right, title or interest therein;

(iv) The Company shall not be required to designate Employee as the author of any All services rendered by Employee to the Company shall be on a ‘work for hire’ basis. Employee undertakes to promptly disclose all Developments, know-how and Intellectual Property to the Company and shall, at the Company’s request and cost, do all things that may be necessary and appropriate to establish perfect record or document the Company’s ownership of the Developments, know-how and Intellectual Property Rights including, but not limited to, the execution of the appropriate copyright or patent applications or assignments, the productions of documents and evidence to the appropriate authorities etc. In the event that any Intellectual Property is not assignable, Employee shall irrevocably and unconditionally grant an exclusive, royalty free and perpetual license on such Intellectual Property to the Company.

9.DATA PROTECTION AND CONSENT

9.1 The Company, at the time of joining of the Employee, and during their employment, will collect their personal information (“PI”) including their first, middle, and last name, personal email and residential address, education and family information, employment history, and travel details, for purposes pertaining to their employment and discharge of duties with the Company. The Company may also collect sensitive personal data or information (“SPDI”) including medical and health information, financial information, and biometric details for purposes pertaining to the employment and discharge of the Employee’s duties with the Company.

9.2 Employee consents to the Company processing of their PI and SPDI for employment, HR, and administrative purposes, including for BGV, and processing of salary and benefits.

9.3 Employee acknowledges and agrees that for security reasons, the Company may monitor their Company-issued email account, internet usage, telephone calls and CCTV footage at the Company or their client’s premises.

9.4 Employee acknowledges and agrees to the transfer of their PI and SPDI to trusted vendors with whom the Company has agreements, to conduct BGV, process salary and benefits, as per applicable laws.

9.5 Employee consents to the retention of their PI and SPDI during their employment and upon its cessation, as per applicable laws.

9.6 Employee agrees that the Company may share the Employee’s PI and SPDI to law enforcement authorities to fulfil any statutory and legal obligations.

9.7 The Company agrees to protect the Employee’s PI and SPDI as mandated by applicable laws.

10. NON-COMPETE, NON-SOLICITATION, AND NON-DISPARAGEMENT

10.1 Employee agrees that during their association with the Company and thereafter for a period of 24 (twenty-four) months, the Employee shall not:

(i) attempt in any manner to solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Person, firm or entity which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his/her efforts; or
(ii) employ or attempt to employ or assist anyone else to employ any Person who is in the employment of the Company at the time of the alleged prohibited conduct, or was in the employment of the Company at any time during the preceding 12 (twelve) months; or
(iii) initiate any new activities that could be in competition to the Company’s existing business activities through any vehicle other than the Company;
(iv) directly or indirectly, own, manage, operate, join, have an interest in, Control or participate in the ownership, management, operation or Control of, or be otherwise connected in any such manner with, any corporation, partnership, proprietorship, trust, estate, association or other business entity which directly or indirectly engages anywhere in the world in the same Business; or
(v) render any assistance for the purpose of improving, modifying, upgrading, or making any betterment to any existing process, know-how, software methodology or technology whatsoever for the purpose of and/or relating to the manufacturing, selling, supplying, marketing or distributing of the same whether or not the same is patented or proprietary or otherwise relating to the Business.

Employee covenants and agrees that so long as they are an employee of the Company they shall not directly or indirectly assume any executive or any other responsibilities in any other company.

10.2 Employee acknowledges and agrees that the above restrictions are considered reasonable for the legitimate protection of the business and the goodwill of the Company, but in the event that such restriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this clause valid and effective.

Provided however, that on the revocation, removal, or diminution of the law or provisions, as the case may be, by virtue of which the restrictions contained in this clause were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the law or provisions revoked.

10.3 Employee shall make full and true disclosure to the Company of any direct or indirect interest or benefit that he/she has derived or are likely to derive through or in connection with any contractual arrangements, dealings, transactions, or affairs of the Company. Employee agrees that they shall not, during the term of their employment and subsequent to its termination, engage in any conduct of making oral/written statements whether on social media platforms or otherwise, comments, or remarks which are disparaging, derogatory, denigrating, and/or damaging to the integrity and reputation of the Company, its clients, their Directors, managers, officers, and employees.

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

11. INDEMNITY

11.1 Employee hereby agrees to indemnify and hold the Company harmless from and against any loss, claim, damage, costs, taxes, duties, additions, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees, incurred/sustained or caused to be incurred/sustained by the Company on account of third-party claims arising out of the Employee’s gross negligence or willful misconduct.

12. MISCELLANEOUS

12.1 Entire Agreement: The Parties confirm and acknowledge that this Agreement shall constitute the entire agreement between them and shall supersede and override all previous communications, either oral or written, between the Parties with respect to the subject matter of this Agreement, and no agreement or understanding varying or extending the same shall be binding upon any Party unless mutually agreed in writing by the Parties.

12.2 Company Policies: Employee will be governed by the Company’s policies, regulations and procedures on the office timings, leave, travel, transfers, misconduct, provident fund, bonus, and ESI/medical reimbursement or/and other such matters, presently in force or as introduced/amended from time to time. Further, Employee during the employment period shall perform their duties with honesty, diligence, orderliness, obedience and faithfulness towards the Company.

12.3 Severability: Should any part of this Agreement be declared illegal or unenforceable, the Parties shall co-operate in all reasonable ways to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this Agreement. If any term or provision of this Agreement shall be hereafter declared by a final adjudication of any tribunal or court of competent jurisdiction to be illegal, such adjudication shall not alter the validity or enforceability of any other term or provision unless the terms and provisions so declared are expressly defined as a conditions precedent or as of the essence of this Agreement, or comprising an integral part of, or inseparable from the remainder of this Agreement.

12.4 Waiver: No forbearance, indulgence, or relaxation of either Party at any time to require performance of any provision of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of the same provision and any waiver or acquiescence by any Party of any breach of any provision of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions or a waiver of any right under or arising out of this Agreement or acquiescence to or recognition of rights and/or position other than as expressly stipulated in this Agreement.

12.5 Amendment: This Agreement or any of the terms hereof may not be amended, changed, waived, or discharged, unless such amendment, change, waiver, discharge, or termination is in writing signed by the Parties hereto.

12.6 Notices: Any notice required or permitted by this Agreement shall be in writing and shall be deemed duly served upon receipt, when delivered personally or by a delivery service, or 72 (seventy-two) hours after being deposited in the mail as certified or registered mail with postage prepaid, if such notice is addressed to the Party to be notified at such Party’s address as set forth in this Agreement or as subsequently modified by written notice. If the notice is sent by email, then it shall be deemed as delivered from the moment it has left the email server of the sender.

12.7 Counterparts: This Agreement may be executed in duplicate, to be retained by either Party, each of which shall be deemed an original, but both of which together will constitute one and the same instrument.

12.8 Acknowledgment of Full Understanding: Employee acknowledges that, in executing this Agreement, they have read and understood all of the terms and provisions of this Agreement, and are voluntarily entering into it.

12.9 Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India. In the event of any dispute arising howsoever in connection with the interpretation or implementation or purported termination of this Agreement, the Courts at Bengaluru, India shall have exclusive jurisdiction to try all disputes between the Parties pursuant to this Agreement.

IN WITNESS WHEREOF, the Parties have duly executed these presents on the day and year first above written.

Signed, Sealed and Delivered

by [Vandey Consultancy Services Pvt. Ltd]

By the hands of its duly authorized representative:

David Keynan

Managing Director

SIGNED AND DELIVERED by

Sample Employment agreement

Sample Employment agreement

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