Employment Agreement Template

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made at Bangalore on 11th day of August, 2023 (“Effective Date”) by and between: 

Registered company name a Private Limited Company incorporated under the Companies Act, 2013, represented herein by its authorized signatory, Mr./Ms. Authorized Signatory (hereinafter referred to as the “Company” which expression shall, unless contrary to the context or meaning thereof, mean and include its successors-in-interest and permitted assigns); 

Employee Name, with permanent address Registered address (hereinafter referred to as the “Employee”). 

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

WHEREAS: 

On considering the eligibility and experience of the Employee and relying upon the representations made by the Employee, the Company hereby employs the Employee from 30th August 2023. The Employee has accepted the employment on the terms and subject to the conditions hereinafter contained. 

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

1. DEFINITIONS 

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

1.2 “Business” shall mean and include all those objects mentioned in the Memorandum and Articles of Association of the Company as amended from time to time. 

1.3 “Confidential Information” shall mean and include all Company and third party, (including any client or customer) information which is proprietary and not available to the general public. It shall mean technical data, developments and intellectual property and all technical information including specifications, designs, drawings, algorithms, processes, systems and procedures, computer programs, methods, ideas, Know-how and business information such as sales and marketing materials, customer personal information and data, plans, accounting and financial information, credit information of customers, list or databases containing the names, addresses and business needs of customers, sales reports, price lists, personnel records including the names and addresses of the Company’s employees, contractors, sub-contractors and other information which is accessed, created, received, exploited, developed or obtained by the Employee during the course of his/her employment with the Company whether or not expressly designated as confidential. 

1.4 “Know-how” shall mean any or all information (including that comprised in or derived from information technology of all sectors, electronic intellectual property, manuals, instructions, catalogues, booklets, data disks, tapes, source codes, formula cards and flowcharts) relating to the business of the Company and the services provided. 

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

1.6 “Probationary Period” refers to a period of Three (3) months from the Effective Date or as may be extended by the Company, during which period the Employee’s services may be terminated at any time without assigning any reason therefore. 

2. EMPLOYMENT 

2.1 The Company has employed the Employee from 30th August 2023. 

2.2 The position and title information are descriptive and not intended to limit the duties or functions of the Employee or guarantee the Employee a certain job. The duties and functions of the Employee may be modified at the discretion of the Company from time to time. The Employee hereby accepts such employment, to the exclusion of all other employment and engagements, on the terms, conditions and stipulations contained herein. 

2.3 The Employee will perform and discharge all duties and functions assigned by the Company in a faithful, competent and professional manner. 

2.4 The Employee undertakes to refer to the Company, and to the best of his/her abilities, ensure a mandate to the Company for all business opportunities known to him/her or made known to him/her at any time, with respect to the Business being carried on or proposed to be carried on by the Company. 

2.5 The Employee shall immediately make full and true disclosure in writing to the Company of: 

2.5.1 any direct or indirect interest or benefit he/she has derived or is likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company and/or any transactions which are likely to be detrimental to the Company; 

2.5.2 any and all business interests that are similar to or in conflict with the Business; 

2.5.3 any intellectual property developed, created or owned by him/her and proposed to be used by him/her during the course of his/her employment with the Company; and 

2.5.4 any outstanding payment such as royalty or fees or any other benefit due to the Employee for any intellectual property mentioned in Clause 2.5.3. 

2.6 The Employee represents that to the best of his/her knowledge, he/she has no commitments to former employers or other entities which would restrict him/her from joining the Company. The Employee represents and warrants that he/she has not taken or otherwise misappropriated and does not have in his/her possession or control any confidential and proprietary information belonging to any of his/her prior employers or connected with or derived from his/her services to prior employers. The Employee represents and warrants that he/she has returned to all prior employers any and all such confidential and proprietary information and shall not use or cause the use of such confidential or proprietary information in any manner whatsoever in connection with his/her employment with the Company. The Employee shall indemnify and hold harmless the Company from any and all claims arising from any breach of the representations and warranties in this Clause 2.6. 

2.7 The Employee has furnished to the Company the documents of qualification and has made various other representations based on which the Company has employed the Employee. The Employee represents that all documents furnished to the Company and all facts disclosed are true and accurate. The Employee further represents that in addition to the disclosures made by him/her pursuant to Clause 2.5 hereinabove, he/she has disclosed all material and relevant information which may either affect his/her employment with the Company currently or in the future or may be in conflict with the terms of his/her employment with the Company, either directly or indirectly. The Employee acknowledges and understands that the employment may be terminated if the information is found to be incorrect. 

2.8 The Employee shall receive periodic performance reviews/evaluations at the discretion of the Company. 

2.9 The Employee shall follow and duly comply with the applicable code of conduct and policies of the Company. 

2.10 The Employee agrees and undertakes that he/she shall not either directly or indirectly receive or accept for his/her benefit any commission, rebate, discount, gratuity or money from any Person having or having had any business connection with the Company as well as from any employee/official of the Company. 

3. DUTIES 

3.1 The Employee is entrusted with duties that may be modified at the discretion of the Company from time to time. The Employee shall comply with all operating policies, procedures and practices of the Company as regards his/her duties. The duties of the Employee shall be directed/delegated by the Company/Board from time to time. 

3.2 The Employee shall devote his/her whole working time, attention and energies to the Business of the Company as may be necessary and shall use his/her best endeavours to promote the interest and welfare of the Company. The Company shall be entitled to all the benefits and profits arising from such work and effort of the Employee. 

3.3 The Employee shall not take on any other work for remuneration (part-time or otherwise) or work in an advisory capacity, or be interested directly or indirectly (except as shareholders or debenture holders up to a maximum percentage of 2% in a company listed on a recognised stock exchange) in any other trade or business, during his/her term of employment with the Company, without prior written consent from the Company. 

3.4 The place of work of the Employee will be as directed by the Company. The Employee agrees that during the Term, he/she may be liable to be transferred in such capacity as the Company may from time to time determine to any other location, departments, establishment or branch of the Company or subsidiary, associate or affiliate of the Company. In such a case, the Employee agrees to be governed by the terms and conditions of service applicable to such new assignment. 

3.5 The Employee agrees that he/she shall have no objections to travel within and outside India in accordance with the requirements of his/her employment with the Company. 

4. REMUNERATION AND BENEFITS 

4.1 In consideration of the duties, functions and services rendered by the Employee, the Employee’s cost to the Company and details of remuneration shall be as set forth in Annexure A. 

4.2 All payments to the Employee are subject to deduction and withholdings of tax or otherwise as the Company may be mandated or required to do so whether by any applicable laws, regulations or guidelines or pursuant to any contract to such effect. It is further confirmed that all the employer contributions of Provident fund, Employee State Insurance, or any other tax by whatever name called, shall form part of the CTC (Cost to the company) once it is applicable to the company. 

4.3 The Company will from time to time provide benefits to its employees which shall be available to full time employees of the Company. As and when such benefits are introduced or modified, the Employee shall be entitled to avail such benefits. 

4.4 The Company shall review, at its sole discretion, the remuneration payable to the Employee periodically and in accordance with the Company’s policies. It is hereby clarified that any increment in the remuneration payable to the Employee in accordance with this Agreement will be subject to and on the basis of effective performance by the Employee of his/her duties during the Term. 

4.5 The Employee shall be entitled to annual leave with pay and medical leave in accordance with applicable laws. General Holidays will be declared at the beginning of the Calendar year and are a benefit for all full-time employees. The Employee may be called upon to attend duties as and when required on holidays, as may be scheduled in accordance with the needs of the Company. 

5. TERM AND TERMINATION OF EMPLOYMENT 

5.1 The employment shall commence from such date as agreed by the Parties and shall subsist until terminated in the manner set forth herein (“Term”). 

5.2 Subject to the provisions of this Agreement, the Parties agree that the employment of the Employee by the Company is contractual, at will, and terminable by either Party in accordance with the provisions of this Agreement. In the event of termination, the Employee shall not be entitled to any benefits, damages, award or compensation, other than as expressly provided in this Agreement or as mandated by applicable law for the time being in force. 

5.3 The Employee shall serve to the Company 60 (Sixty) days’ notice period in case of suo-moto termination of employment during the first year, thereafter, 30 (Thirty) days’ notice shall be served. 

5.4 This Agreement may be terminated upon the occurrence of any of the following events: 

5.4.1 Termination for Cause: The Company shall be entitled to terminate the employment immediately and without notice, if in the opinion of the Company, the Employee - 

5.4.1.1 neglects or fails to attend to the business of the Company or fails to comply with the directions of the Board; fails to qualify for any professional or job-related certification reasonably required by the Company; violates Company or applicable statutory and regulatory policies, enactments, rules or regulations; misappropriates any property of the Company; indulges in any act of moral turpitude or misconduct; 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; is guilty of misconduct while discharging his/her duties or indulges in any act of commission or omission bringing disrepute or notoriety or adverse publicity to the Company; or is in any way, or may at any time be, in a position, which the Company believes, prevents or will prevent him/her from fulfilling his/her duties or functions under this Agreement; 

5.4.1.2 has submitted false and/or forged documents of qualification, made false representations and suppressed any material or relevant information required to be disclosed by him/her; 

5.4.1.3 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; 

5.4.1.4 is charged with a criminal offence; 

5.4.1.5 violates the Company's code of business conduct or the policies, as framed from time to time; 

5.4.1.6 breaches any of the terms, conditions or stipulations of this Agreement; 

5.4.1.7 is unavailable or on leave without prior approval for a period of 3 (Three) working days or more. 

5.4.2 Termination Simpliciter: Notwithstanding the provisions of Clause 5.3.1 above, but subject to the provisions of Clause 5.3, either Party shall be entitled to terminate this Agreement at their sole discretion after provision of written notice of at least thirty (30) days to the other Party, without being bound to assign any reasons. The Company reserves the right at all times to pay the Employee thirty (30) days' salary in lieu of such notice period. In the event the Employee leaves the Company without working during the notice period, he/she will be liable to pay the Company an amount equivalent to thirty (30) days' base salary. The Parties agree that this Agreement may be terminated with 7 days' notice by company at any time during the Probationary Period, without assigning any reasons. The Company may terminate the employment for cause with immediate effect during the Probationary Period. 

5.5 The Employee agrees that during the employment and upon termination of his/her services, he/she shall not disparage the Company, its officers or employees (including but not limited to any related or associated entity or client and their officers and employees). 

6. CONFIDENTIALITY 

The Employee undertakes and agrees that, in consideration of his/her employment with the Company and the remuneration that the Employee had and shall receive during the employment; he/she shall abide with the following: 

6.1 He will not, either directly or indirectly, both during and after the Term, without the Company’s prior written permission, disclose, divulge, disseminate, publish, lecture upon, sell or transfer to any person, or permit any person to examine or make copies of, any documents, writings, drawings, materials or records that contain or are derived from any Confidential Information; 

6.2 He will comply, and do all things necessary to permit the Company to comply, with all applicable laws and with the provisions of contracts executed by the Company relating to intellectual property or to the safeguarding of Confidential Information, including the signing of any additional agreements on maintaining confidentiality required in connection with the performance of his/her duties and functions; 

6.3 He shall not copy or reproduce to writing any part of the Confidential Information except as may be reasonably necessary for the discharge of his/her duties under this Agreement and that any copies, reproductions or reductions to writing so made shall be the property of the Company; 

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

6.5 The Company shall not be required to designate the Employee as the author of any developments, Know-how or intellectual property. The Employee undertakes to promptly disclose all developments, Know-how and intellectual property to the Board and shall, at the Company’s request, do all things that may be necessary and appropriate to establish perfect record or document the Company’s ownership of the developments, Know-how or intellectual property rights including, but not limited to, the execution of the appropriate copyright or patent applications or assignments the productions of documents and evidence to the appropriate authorities etc.; 

6.6 Upon termination of his/her employment, the Employee shall promptly return to the Company all such Confidential Information etc. Any breach of this condition would entitle the Company to take such action as would be appropriate in the circumstances and/or to claim damages; 

6.7 Notwithstanding the disclosure of any Confidential Information by the Company to the Employee, the Company shall retain title and all intellectual property and proprietary rights in the Confidential Information. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressly, impliedly or otherwise in favour of the Employee over any of the Confidential Information disclosed by the Company; 

6.8 If the Employee receives in the course of employment any access to customer data and personal information, the Employee shall retain the confidentiality and privacy of all such data. The Employee shall follow all such policies as required to maintain the integrity of the Company’s IT Security systems; 

6.9 It is understood and agreed by the Employee that breach of his/her obligations of confidentiality contained in this Clause 6 may cause the Company irreparable loss. Accordingly, and in addition to any other remedy the Company may have at law or equity, the Company shall be entitled to seek injunctive relief against the Employee, to prevent any further or continuing breach of the Employee’s obligations or additional damage to the Company in the event such loss is in fact incurred by the Company as a result of the breach or is imminent. 

7. INTELLECTUAL PROPERTY 

The Employee agrees that all and any work executed and performed in the course of employment and conducted on the premises of the Company is being done on behalf of the Company. In this regard any discoveries, inventions, work created, data produced, concepts, ideas, creations and discoveries belong to the Company. The Employee agrees to execute an Employee Intellectual Property Assignment Agreement as and when required by the Company. 

8. NON-COMPETE AND NON-SOLICITATION 

8.1 The Employee covenants that he/she shall not do or indulge in any of the following, without prior written consent of the Company. 

8.1.1.Compete: During the Term and for a period of one (1) year thereafter, the Employee shall not directly or indirectly carry on, assist, engage in, be concerned or participate in any business/activity (whether directly or indirectly, as a partner, shareholder, principal, agent, director, affiliate, employee, consultant or in any other capacity or manner whatsoever) which is similar to the business of the Company nor engage in any activity that conflicts with the Employee’s obligations to the Company as provided herein. 

8.1.2. Solicit Business: During the Term and for a period of two (2) years thereafter, the Employee shall not solicit or cause or authorize, directly or indirectly, to be solicited for any competitive business, for or on behalf of any person or customer or otherwise take any action that might divert the business or patronage from any customer from the Company or otherwise damage or alienate the relationship between the Company and any customer, vendor or supplier; and 

8.1.3 Solicit Personnel: During the Term and for a period of two (2) years thereafter, the Employee shall not solicit or attempt to influence any person employed or engaged by the Company (whether as an employee, consultant, advisor or in any other manner) to terminate or otherwise cease such employment or engagement with the company or become the employee of or directly or indirectly offer services in any form or manner to himself/herself or any person or entity which is a competitor of the Company. 

8.2 The Parties acknowledge and agree that the restrictions in Clause 8.1 of this Agreement are considered reasonable for the legitimate protection of the business and goodwill of the Company. In the event that such restriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were amended, the above restriction shall apply with the deletion of such words or such amendment of scope, period or area of application as may be required to make restrictions contained in the Clause valid and enforceable. Notwithstanding the limitation of this provision by any law for the time being in force, the Parties undertake to, at all times, and observe and be bound by the spirit of this Clause 8. Provided however, that on revocation, removal or diminution of the law or provisions, as the case may be, by virtue of which the restrictions contained in this Clause 8 were limited as provided herein above, 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. 

8.3 The Employee acknowledges and agrees that the covenants and obligations with respect to non-compete and non-solicitation relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury. Therefore, the Employee agrees that the Company shall be entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of the covenants and obligations contained in this Clause 8. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Company may have at law or in equity. 

9. CONFLICTS 

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

10. MISCELLANEOUS 

10.1 Assistance in Litigation: The Employee shall, upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require from time to time in connection with any litigation in which it is, or may become, a party to either during or after the Term. 

10.2 Amendments: Any term of this Agreement may be amended only with the written consent of the Parties. 

10.3 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 dispatch by registered post acknowledgement due, if such notice is addressed to the Party to be notified at such Party’s address as set forth in this Agreement or as subsequently modified by written notice. 

10.4 Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

10.5 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. 

10.6 Waiver: If at any time any Party waives any right accruing to it, due to breach of any of the provisions of this Agreement, such waiver shall not be construed as a continuing waiver of other breaches of the same kind or other provisions of this Agreement. None of the terms of this Agreement shall be deemed to have been waived or altered, unless such waiver or alteration is in writing and is signed by both the Parties. 

10.7 Equitable Remedies: The Parties acknowledge and agree that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of this Agreement, and each Party agrees that, notwithstanding anything to the contrary herein, in the event of a breach of any provisions of this Agreement, the respective rights and obligations hereunder shall be enforceable by specific performance or injunctive remedy in any court of competent jurisdiction. 

10.8 Entire Agreement: This Agreement represents the entire agreement between the Parties and cancels and supersedes all prior agreements, arrangements and understandings in respect of employment of the Employee with the Company. 

10.9 Survival: The Parties agree that clauses 5.2, 5.4, 6, 7, 8, 10.1, 10.3, 11 and this clause 10.9 shall survive the termination of this Agreement. 

11. RELOCATION BENEFITS 

The employee will also be entitled to a one time relocation allowance of INR 50,000 applicable in cases where he/she will be relocating from a different city to the respective work location. The relocation benefit will be paid along with the first month salary. The relocation benefit will be considered part of CTC and will be taxable under normal tax regulations. In case of termination of employment within 1 year of commencement of employment, the employee will be entitled to pay back the relocation expenses and the same will be adjusted in the FnF payment. 

12. JURISDICTION 

This Agreement shall be governed by the laws of India. Courts of Karnataka shall have exclusive jurisdiction over disputes arising here from or in relation to the Employee’s employment. 

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

ANNEXURE – A

COST TO COMPANY

Designation: Designation