This template is authored by

Mr. Nishant Nigam, Tryaksha Legal,

in collaboration with Lawyered.in.

CONFIDENTIALITY AND NON-COMPETE AGREEMENT

This Agreement is entered into on this _____ day of ____________ at ________ between:

____________________, a Company incorporated under the Companies Act, 1956/2013 with its
office at _______________________ through its Managing Director __________________
(hereinafter referred to as the EMPLOYER)

AND

______________________________ (hereinafter referred to as the EMPLOYEE)

The aforesaid Parties to this Agreement shall jointly be referred to as the ‘PARTIES’.

WHEREAS the employee has accepted employment with the employer vide Acceptance Letter
dated _________;

AND WHEREAS as part of the employment negotiations it was specifically agreed between the
Parties that it was an essential and integral term that a separate confidentiality and non-compete
agreement would be executed between the Parties;

NOW THEREFORE this Agreement is executed by the Parties hereto mentioned above of their
own free will and volition and without any undue influence, coercion or the like in the following
terms:

Section - 1

Definitions

For the purpose of this Agreement, the following expressions shall have the meaning specified
hereunder:

‘Agreement’ shall mean this Non Compete and Confidentiality Agreement or any modifications
or amendment thereto;

‘Affiliate’ shall mean, when referring to the Employee and Employer, any individual,
partnership, joint venture, company or any legal entity or person which:

(i) is directly or indirectly under the control of either Party, or;

(ii) is directly or indirectly under common control with either Party, or

(iii) Ultimately controls either Party.

For the purpose of this Agreement, “control” with respect to a company means (i) ownership of
50% or more of the voting rights of the company or (ii) the power to direct the management of

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the company, or to appoint a majority of the directors of the company, whether such power
results from ownership of shares, or from a contract or otherwise.

“Employer” shall mean ___________________________, a Company incorporated under the

Companies Act, 1956 / 2013 with its office at _________________________________ including
its successors and assigns.

“Employee” shall mean and refer to

“Employer’s business” shall mean and include amongst other things, the business of
__________________________

“Relative (s)” shall have the meaning as set out under the Companies Act, 1956/2013.

SECTION - 2

NON COMPETITION

2.1 The Employee undertakes to the Employer that he/she shall not and shall ensure that
none of his/her Affiliates shall, either on his/her own account or in association with others
engage or participate directly or indirectly, whether as shareholder, director, partner,
proprietor, member, agent, distributor, employee or otherwise, within India or outside
India, during the period of his/his employment in whatever capacity with the Employer
and for a further period of 1 (One) Year from the date of ceasing to be in such
employment, for whatever reasons:

(a) In any business which, involves, relates to or competes with the Employer’s
Business;

(b) Establish, develop, carry on or assist in carrying on or be engaged, concerned,

interested or employed in any business enterprise or venture competing with the
Employer’s Business:

(c) solicit, canvas or entice away (or Endeavour to solicit, canvass or entice away)
from the Employer’s Business, or from any Affiliate of the Employer, any person,
firm or company who was at any time during the period of one year immediately
preceding the date of cessation of employment, a client of the Employer’s
Business, for the purpose of offering to such client or customer, goods or services
similar to or competing with those of the Employer’s Business;

(d) solicit, canvass or entice away (or endeavour to solicit, canvass or entice away)
any of the employees including the senior employees and/or technical or sales and
marketing staff from the Employer or from any of its Affiliates, for the purpose of
employment in an enterprise or venture competing with the Employer’s Business,
whether or not such person would commit a breach of contract by reason of
leaving service with the Employer;

(e) solicit, canvass, or entice away (or endeavor to solicit canvass or entice away) any
supplier of the Employer or of any of its Affiliates or use its knowledge of or
influence over any such supplier to or for its benefit or for the benefit of any other
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person carrying on business competing with the Employer’s business or with any
business of the Employer’s Affiliates;

(f) act as an advisor, consultant, trustee or agent for any third person who is engaged
or proposes to start any business which directly or indirectly relates to the
Employer’s business or promote, start, engage in or do any business that directly
or indirectly relates to the Employer’s Business;

(g) Establish after the execution hereof at any future point of time any business or
trade under a name that is identical or similar to ‘________________________’
or which in any way suggests any connection with
‘_________________________’ without written consent of the Employer. For the
purposes of clarification, it is agreed by the Parties that the obligation, not to use
a name which is identical or similar to “ ___________________” shall not be
limited to the term/ period referred to in Section 2.1 above, in which case this
restraint will have effect for an indefinite period.

2.2. Each of the above covenants shall be construed as a separate covenant and if one or more
of the covenants is held to be unlawful, the remaining covenants shall continue to bind
the Employee and their Affiliates.

2.3 It is expressly agreed by the Parties hereto that the Employer’s obligations under this
Agreement shall include that the Employee shall not directly or indirectly in any manner
whatsoever undertake any competing Business through his Relatives. However this
clause shall not be read and understood to constitute a bar on a relative of the Employee
acting purely in the capacity of an employee for a competing business. The Employee
shall promptly inform the Employer as and when he has knowledge of the fact that any of
his Relatives are undertaking or propose to undertake any competing Business.

2.4 For the purpose of this Section, the expression “competing with the Employer’s
Business” or Competing Business” shall be deemed to include the following.

(a) setting up, promoting or investing in a business, venture, activity or company

which entails or proposes to compete against the business of the Employer by
inter alia offering same or similar Service as are offered or proposed to be
offered by the Employer and/or its Affiliate.

(b) entering into any agreement or arrangement, with any third party which results or
is likely to result in making available same or similar services as are offered or
proposed to be offered by the Employer and/or its Affiliate;

(c) entering into any agreement with any third party for the transfer of business
knowledge or information to any third party so as to offer the third party an
opportunity to compete with the Service and business of the Employer by inter
alia offering same or similar Service as are offered or proposed to be offered by
the Employer and/or its Affiliate.

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SECTION 3

CONSIDERATION

3.1. In consideration of the emoluments agreed to be paid to the Employee by the employer,
the Employee has agreed to assume the obligations set out in this Agreement.

SECTION 4

CONFIDENTIALITY

4.1 The Employee hereby undertakes that he shall, and shall cause their representatives and
Affiliates to, treat any information (i) related to the Employer’s Business, (ii) the
information (“Confidential Information”) received from the Employer or from any of the
Employer’s Affiliates as strictly confidential and that they shall refrain from making any
disclosure to anybody for whatever purpose such Confidential Information, unless such
Confidential Information is in the public domain through no fault of the Employee or
their representatives or of any of their Affiliates.

4.2. None of the Parties hereto shall disclose the contents of this Agreement to any third
party without the prior consent of the other party, except to the extent of any disclosure
which might be required to be made under any statutory or other applicable regulation
or by the effect of a court order / administrative order.

SECTION 5

WARRANTIES

5.1 The Employee represents and warrants that by entering into this Agreement, the
Employee is not, and shall not be deemed to be, in default or breach of any of his duties
or obligations to any person.

SECTION 6

INDEMNITIES

6.1. The Employee shall indemnify and keep indemnified the Employer, its directors, officers,
shareholders, and agents from and against and in respect of any and all losses, liabilities
and/ or damages, resulting from

(a) Any misrepresentation, breach of warranty or obligation or non-fulfillment of any

obligations or covenants on the part of the Employee or its affiliates under this
Agreement, and

(b) all actions, suits, proceedings, claims, demands, judgments, costs and expenses
on a full indemnity basis, incidental to any of the foregoing or incurred in

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investigating or attempting to avoid contest or defer the same or enforcing any of

the rights of the Employer under this Agreement.

SECTION 7

GOVERNING LAW AND ARBITRATION

7.1 This Agreement shall be governed by and construed in accordance with the laws of India.

7.2 The Parties hereto agree that they shall use all reasonable efforts to resolve between
themselves any disputes, controversy or claim arising out of or relating to this Agreement
in an amicable manner. In particular the Parties agree that discussions will be carried out
between senior level officers of the Employer and the Employee to a maximum period of
forty-five (45) days from the date that written notice of the details of the issue in dispute,
controversy or claim shall have been given by one Party to the other.

7.3 In the event the efforts and discussions described in Clause 7.2 fail to resolve the matter,
such dispute, controversy or claim shall be settled by arbitration in accordance with the
Indian Arbitration and Conciliation Act, 1996, and any statutory modification or re
enactment thereof. It is further agreed that the place of arbitration shall be New Delhi and
the Arbitrator shall be appointed mutually by the Parties. The decision of the arbitrator
shall be final and binding upon the Parties.

SECTION 8

GENERAL

8.1. Waiver.

Waiver by any Party of any default with respect to any provision, condition or
requirement hereof, any delay or omission of any Party to exercise any right hereunder on
any one occasion shall not in any manner impair the exercise of any invalidity of such
right on any other occasion.

8.2. Invalidity.

If any of the provisions of this Agreement become invalid, illegal or unenforceable in

any respects under any applicable law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired. Where the provisions
of such applicable law may be waived, they are hereby waived by the Parties to the full
extent permitted so that this Agreement shall be deemed to be valid and binding and
enforceable in accordance with its terms. If any provision of this Agreement becomes
invalid, the Parties agree to substitute for such invalid provision a new provision, which
serves the purpose of the invalid provision to the extent possible.

8.3. Entire Agreement.

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The parties acknowledge that this Agreement constitutes the entire agreement between
the Parties in respect of the matters hereby contemplated. All previous communications,
either oral or written, between the Parties hereto with respect to the subject matter hereof
are hereby superseded.

8.3. Notices.

All notices require or permitted hereunder shall be in writing and in the English
language and shall be sent by recognized courier or by facsimile transmission address
to the address of each Party set forth above, or to such other address as such other Party
shall have communicated to the other Party. Notice shall be deemed to have been served
when received (and immediately upon transmission in the case of facsimile transmission
or other forms of instantaneous communication including e-mail).

8.4. Variation.

Any variation of this Agreement shall be mutually agreed in writing and executed by or
on behalf of each of the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and
year first herein above appearing.

(Company) (Employee)

In the presence of:

Witness: 1.

Witness 2:

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