Employment and HR

Non-compete and non-solicitation agreement

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NON-COMPETE AND NON-SOLICITATION AGREEMENT

This Non-Compete and Non-Solicitation Agreement ("Agreement") is made and executed on this Agreement date (day) day of Agreement date (month and year),

BETWEEN

Employer name: PARTY OF THE FIRST PART

(a company incorporated under the Companies Act, 2013, having its registered office at Employer registered office) (hereinafter referred to as the "Employer", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

AND

Employee name: PARTY OF THE SECOND PART

(residing at Employee address, holding Employee ID Employee ID) (hereinafter referred to as the "Employee", which expression shall, unless repugnant to the context, include his/her heirs, executors and legal representatives)

The Employer and the Employee are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS the Employer is engaged in the business of Employer business description (the "Business");

WHEREAS the Employee is employed by the Employer as Employee designation pursuant to the employment agreement dated Employment agreement date (the "Employment Agreement");

WHEREAS in the course of employment, the Employee has had and will continue to have access to confidential information, trade secrets, client lists, pricing information, business strategies and other proprietary information of the Employer;

WHEREAS the Parties wish to record the terms of the Employee's obligations relating to non-competition and non-solicitation, including during employment and thereafter;

NOW THEREFORE, in consideration of the mutual covenants contained herein and the employment and remuneration received or to be received by the Employee, the Parties agree as follows:

1.DEFINITIONS. In this Agreement, unless the context otherwise requires:

- (a) "Confidential Information" means all information in whatever form relating to the Employer or its clients, suppliers or affiliates, including but not limited to trade secrets, know-how, business plans, financial data, customer and supplier lists, pricing, marketing strategies, software, source code, research and development, personnel information and any information designated as confidential or which by its nature is reasonably understood to be confidential, in each case whether or not marked as confidential, but excluding information which is or becomes public knowledge other than through breach of this Agreement, or is independently developed without use of Confidential Information, or is lawfully required to be disclosed under applicable law or an order of a court or competent authority.

- (b) "Competing Business" means any business, person, firm, company or entity engaged in, or preparing to engage in, Competing business scope in the Restricted Territory, being business the same as or substantially similar to the Business.

- (c) "Restricted Party" means the Employee and, where the context requires, any entity in which the Employee holds a controlling interest or in respect of which the Employee acts as director, partner, consultant or agent.

- (d) "Restricted Territory" means Restricted territory.

- (e) "Restricted Period" has the meaning given in Clause 3.

2.COVENANTS OF THE EMPLOYEE.

- (a) The Employee covenants and undertakes that he/she shall, during the term of employment with the Employer and thereafter during the Restricted Period, not, directly or indirectly, whether alone or jointly with or on behalf of any other person, firm or company:

- (i) carry on, engage in, be interested in or concerned with any Competing Business in the Restricted Territory;

- (ii) solicit, canvass, approach or entice away, or attempt to solicit, canvass, approach or entice away, any client, customer, vendor or supplier of the Employer with whom the Employee had dealings or about whom the Employee possessed Confidential Information during the twelve (12) months preceding the cessation of employment, for the purpose of providing goods or services competitive with those of the Employer;

- (iii) solicit, entice away or attempt to entice away any employee, trainee or consultant of the Employer, or encourage any such person to leave the employment of the Employer, or knowingly employ or engage any such person within the Restricted Period.

- (b) Nothing in this Clause 2 shall prohibit the Employee from holding, as a passive investment, not more than Permitted passive shareholding percentage per cent of the issued equity share capital of a listed company, provided the Employee takes no part in the management of such company.

- (c) The Employee shall notify the Employer in writing of any offer of employment, engagement or business association that the Employee proposes to accept after cessation of employment, if such offer or engagement is with an entity engaged in the Competing Business, no later than ten (10) days prior to accepting the same.

3.RESTRICTED PERIOD.

- (a) The covenants in Clause 2 shall apply during the Employee's employment and for a period of Restricted period (months) months following the cessation of employment for any reason (the "Restricted Period").

- (b) The Parties acknowledge that the restrictions in this Agreement are reasonable in scope, duration and territory, being necessary for the protection of the Employer's legitimate business interests, goodwill, trade secrets and Confidential Information.

4.NON-USE OF CONFIDENTIAL INFORMATION. The Employee shall not, during employment or at any time thereafter, use, disclose, copy, transmit or otherwise deal with any Confidential Information except solely for the proper performance of duties for the Employer and for the Employer's benefit. Upon cessation of employment, or earlier upon demand, the Employee shall promptly return to the Employer all documents, devices, data and other materials containing Confidential Information and shall not retain any copies, whether in tangible or electronic form.

5.INTELLECTUAL PROPERTY. All intellectual property, work product, inventions, designs, software and materials created by the Employee in the course of employment or using the Employer's resources or Confidential Information shall vest in and be the absolute property of the Employer, and the Employee shall execute all documents and do all acts necessary to perfect such vesting.

6.CONSIDERATION. The Employee acknowledges that the covenants in this Agreement are supported by good and valuable consideration, namely the employment, remuneration, access to Confidential Information, training, and other benefits provided by the Employer, the receipt and sufficiency whereof the Employee hereby acknowledges.

7.REASONABLENESS AND SEVERABILITY.

- (a) The Parties agree that each restriction in this Agreement is reasonable and reasonably necessary to protect the Employer's legitimate interests.

- (b) If any restriction is held by a court or tribunal of competent jurisdiction to be excessive in duration, scope or territory, it shall be construed or reduced to the maximum extent enforceable, and the remaining provisions shall continue in full force and effect.

8.REMEDIES. The Employee acknowledges that a breach of this Agreement may cause the Employer irreparable harm for which monetary damages may be an inadequate remedy. Without prejudice to any other rights or remedies available under law, including under the Specific Relief Act, 1963, the Employer shall be entitled to seek injunctive and other equitable relief, and to claim damages, in respect of any actual or threatened breach.

9.NO WAIVER. No failure or delay by the Employer in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude any further exercise thereof.

10.NOTICES. All notices under this Agreement shall be in writing and delivered by hand, registered post with acknowledgement due, or courier to the addresses set out above, and shall be deemed served Notice deemed service days days upon dispatch.

11.AMENDMENT. No amendment or variation of this Agreement shall be valid unless made in writing and signed by both Parties.

12.GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at Exclusive jurisdiction city shall have exclusive jurisdiction, without prejudice to Clause 13.

13.ARBITRATION. Any dispute or difference arising out of or in connection with this Agreement shall be referred to arbitration by a sole arbitrator mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Arbitration seat and the language of arbitration shall be English. The award shall be final and binding on the Parties. Subject to the above, the courts at Exclusive jurisdiction city shall have exclusive jurisdiction.

14.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof and supersedes all prior understandings, whether written or oral, on the subject matter herein, save that the covenants herein are in addition to, and not in substitution for, any confidentiality or restrictive covenants in the Employment Agreement.

15.STAMP DUTY AND REGISTRATION. The Parties shall bear stamp duty on this Agreement as payable under the applicable Stamp Act of the State where it is executed, in the proportions stated herein: the Employer shall bear Employer stamp duty share and the Employee shall bear Employee stamp duty share. This Agreement is not required to be compulsorily registered under the Registration Act, 1908.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and year first above written.

SIGNED AND DELIVERED by the withinnamed Employer	SIGNED AND DELIVERED by the withinnamed Employee
For Employer name	Employee name

Signature:

Name: Employer signatory name

Name: Employee name

Designation: Employer signatory designation

Place: Execution place

Date: Execution date

WITNESSES:

Name: Witness 1 name

Address: Witness 1 address

Name: Witness 2 name

Address: Witness 2 address

Note: Post-employment non-compete covenants in restraint of trade are, under Section 27 of the Indian Contract Act, 1872, treated as void to the extent they operate after termination of employment; courts may, however, enforce protection of trade secrets, confidential information and non-solicitation covenants. This template should be reviewed and adapted for enforceability in the relevant jurisdiction and facts.

NON-COMPETE AND NON-SOLICITATION AGREEMENT

This Non-Compete and Non-Solicitation Agreement ("Agreement") is made and executed on this Agreement date (day) day of Agreement date (month and year),

BETWEEN

Employer name: PARTY OF THE FIRST PART

AND

Employee name: PARTY OF THE SECOND PART

The Employer and the Employee are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS the Employer is engaged in the business of Employer business description (the "Business");

WHEREAS the Employee is employed by the Employer as Employee designation pursuant to the employment agreement dated Employment agreement date (the "Employment Agreement");

WHEREAS the Parties wish to record the terms of the Employee's obligations relating to non-competition and non-solicitation, including during employment and thereafter;

NOW THEREFORE, in consideration of the mutual covenants contained herein and the employment and remuneration received or to be received by the Employee, the Parties agree as follows:

1.DEFINITIONS. In this Agreement, unless the context otherwise requires:

- (d) "Restricted Territory" means Restricted territory.

- (e) "Restricted Period" has the meaning given in Clause 3.

2.COVENANTS OF THE EMPLOYEE.

- (i) carry on, engage in, be interested in or concerned with any Competing Business in the Restricted Territory;

3.RESTRICTED PERIOD.

7.REASONABLENESS AND SEVERABILITY.

- (a) The Parties agree that each restriction in this Agreement is reasonable and reasonably necessary to protect the Employer's legitimate interests.

11.AMENDMENT. No amendment or variation of this Agreement shall be valid unless made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and year first above written.

SIGNED AND DELIVERED by the withinnamed Employer	SIGNED AND DELIVERED by the withinnamed Employee
For Employer name	Employee name

Signature:

Name: Employer signatory name

Name: Employee name

Designation: Employer signatory designation

Place: Execution place

Date: Execution date

WITNESSES:

Name: Witness 1 name

Address: Witness 1 address

Name: Witness 2 name

Address: Witness 2 address

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All templates

LETTER OF APPOINTMENT

Company name

Company address

Date: Date of issue of letter

Ref. No.: Reference number

Employee name

Employee address

Dear Employee name,

SUB: APPOINTMENT AS Designation

With reference to your application and the interviews you had with us, we are pleased to appoint you as Designation in the services of Company name (the "Company") on the terms and conditions set out below. You are requested to sign the duplicate copy of this letter as a token of your acceptance thereof.

1. DATE OF COMMENCEMENT AND PLACE OF WORK

1.1 Your employment shall commence on Date of joining.

1.2 Your initial place of posting shall be Initial place of posting. The Company reserves the right to transfer you to any of its offices, branches, factories or work-sites in India, or to any associate or subsidiary company, at its sole discretion, in accordance with law.

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EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is executed at Place of execution on this Day of execution day of Month of execution, Year of execution.

Employer's name: EMPLOYER

a company incorporated under the Companies Act, 2013, having its registered office at Employer's registered office

Employee's name: EMPLOYEE

resident of Employee's address

(collectively, the "Parties", and individually, a "Party")

RECITALS

1.WHEREAS, the Employer is engaged in the business of Employer's business description and requires the services of a competent person to hold the office of Employee's designation.

2.WHEREAS, the Employee has represented that the Employee possesses the requisite qualifications, skills and experience to perform the duties of the said office, and the Employer has agreed to engage the Employee on the terms and conditions set out in this Agreement.

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EMPLOYMENT AGREEMENT

(WITH EMPLOYEE STOCK OPTION SCHEME)

Employee's name: EMPLOYEE

Company name: EMPLOYER (THE "COMPANY")

PART I — EMPLOYMENT

This Employment Agreement ("Agreement") is executed at Place of execution on this Day of execution day of Month of execution, Year of execution

BETWEEN

Company name, a company incorporated under the Companies Act, 2013, having CIN Company CIN and registered office at Company registered office (hereinafter the "Company", which expression shall include its successors and permitted assigns) of the ONE PART;

AND

Employee's name, son/daughter/spouse of Employee's father's or spouse's name, residing at Employee's address, holding PAN Employee's PAN (hereinafter the "Employee", which expression shall include his/her heirs, executors and permitted assigns) of the OTHER PART.

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EXPERIENCE LETTER

Company name

Company address

CIN: Company CIN

GSTIN: Company GSTIN

Date: Date of issue

Place: Place of issue

TO WHOMSOEVER IT MAY CONCERN

1.This is to certify that Employee name, son/daughter/wife of Father's or spouse's name, was employed with Company name (the "Company") in the capacity of Designation in the Department name Department.

2.The details of the employment are as follows:

Particular	Details
Employee ID	Employee ID
Designation	Designation
Department	Department name
Date of Joining	Date of joining
Date of Relief / Last Working Day	Date of relief / last working day
Total Length of Service	Total length of service
Last Drawn CTC (per annum)	Last drawn CTC per annum
Employment Type	Employment type
Location(s) of Posting	Location(s) of posting

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