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SERVICE AGREEMENT

THIS AGREEMENT, made at ________________ on this ____ day of __________ Month of ________
Year by and between:-

HCL Technologies Ltd., a company incorporated under the Indian Companies Act, 1956, and having
its registered office at 806, Siddharth, 96, Nehru Place, New Delhi -110019 and corporate office at
Ambattur 6 & South Phase, MTH Road, Sidco Industrial Estate, Chennai, Tamil Nadu - 600058, (herein
after referred to as “HCLT/the Company”, which expression shall include its group
company/affiliates/subsidiaries/JVs/partner companies, successors and assigns) of ONE PART;

AND
___________________________________________ S/O,D/O_______________________________
presently residing at _______________________________________________________________, and
Permanent address being ________________________________________________________
(hereinafter referred to as the “the Employee”, which expression shall include his heirs, successors,
assigns, and representatives) of the OTHER PART;
WHEREAS:

A. HCLT is a leading IT company which provides various services such as software-led IT Solutions,
Remote infrastructure management, Research and development, and Business Process
outsourcing (BPO) services worldwide and offers a world class hands on Specialized Training
(“hands on Specialized Training” / “Training”) to select few deserving candidates which is
aimed at their holistic development and multi-dimensional professional growth. The Training is
offered completely free and on ‘No Fees/Consideration Basis’ to the candidates. The aforesaid
Training has been meticulously conceptualized for which HCLT has invested huge amount of
time, money and utilized best of the experienced professionals & mentors across multiple
domains and industries. The Training is targeted to equip the candidates with the latest
technical, professional and quality skills for enhancement of their professional skillset &
knowledge base not only relating to computer systems. IT environments, but also assist them
in enhancing their career prospects and improving their soft skills with complete focus on
development of overall personality, productivity and competence.

B. The Employee, post successful completion of 6 Months training program imparted by HCL
Training Staffing and Services Ltd, was provided with an opportunity to get himself/herself
enrolled with HCLT’s “hands on Specialized Training” program;

C. The Employee acknowledging the unmatched benefits of the “hands on Specialized Training”
which will enrich his experience and amass greater skill & knowledge, voluntarily enrolled
himself/herself for the aforesaid On the Job Specialized Training in for a period of _______
Months, i.e. from ________ to ________ at _______________________________. The
Employee also understood that the benefits of the knowledge, skills and experience gained
during the Training period are not restricted to the current employment but can be fully utilised
in his future assignments and employments across globe;

D. HCLT, for the purpose of imparting the said “hands on Specialized Training” had issued a letter
of internship dated ____________ (“LOI”) to the Employee. As committed by HCLT vide the said
LOI, the Employee didn’t incur any expenses for the aforementioned Training program and the
Company, at its own expenditures and costs, made all the arrangements for training the
Employee, without charging any fees/consideration from him/her. Besides, HCLT has also paid
an amount of Rs. 5000/- to the Employee as monthly stipend towards his out of pocket
expenses for the entire duration of the Training program;

E. Now post successful completion of “hands on Specialized Training”, the Employee was offered
job of ____________________ vide offer cum appointment letter dated _________, which has
been willfully accepted by the Employee;

F. In furtherance of the agreed terms & conditions of the LOI dated ___________ w.r.t. “hands on
Specialized Training” issued by HCLT followed by successful completion of the “hands on
Specialized Training” program by the Employee and later, acceptance of the job offer from
HCLT to the Employee, the parties agree to the terms as contained hereinafter.

NOW THEREFORE THIS DEED WITNESSETH AS UNDER: -


1. The Employee affirms and acknowledges that by virtue of the aforementioned “hands on
Specialized Training”, he/she has immensely benefitted in enhancing his/her skills &
knowledge relating to computer systems / environments, the purview of which is not confined
to any particular business engagement/ process, but to the long-term career growth in India or
across globe, here with the Company and in future with other organizations. The Training has
also helped the Employee to work on and improve his soft skills.

The Employee further understand and agrees that while undergoing “hands on Specialized Training”,
the Company not only provided with specialized knowledge and develop his/her professional skills
without any fees/consideration, but has also exposed its confidential/proprietary information, trade
secrets etc., which is not available to the public at large. Also, during the employment, the Employee
will have access to Company’s or group Company’s confidential information, trade secrets etc. As such,
it is extremely reasonable for the Company to expect the Employee to disseminate the said knowledge
and skills acquired through highly specialized training in Company’s ongoing projects and also, benefit
the Company. In view of the same and in lieu of the said highly specialized training from HCLT, which
was provided without any fees/ consideration, the Employee has willfully and out of his free consent
has agreed to be associated and serve the Company

1. for a reasonable period of 24 Months commencing from the effective date of the employment,
which term would further assist him/her in polishing his skills and attaining relevant job
experience.

2. During the employment the Employees agrees as under: -

a) not to take employment or obtain work, in any capacity or under any designation, with
any other person, firm or company, whether in India or else-where, for consideration or
otherwise;

b) to serve the Company or any of the Company’s sister concerns diligently and efficiently
during the bond period;

c) to refrain from absenting himself without reasonable cause during entire period for
which he is stipulated herein as having to work for the Company;

d) to ensure that during such period, for which the Employee is envisaged herein as having
to work for the Company, or any of the Company’s sister concerns, he/she does not
misconduct himself, or commit any act subversive of discipline, or otherwise misbehave in
such a manner, as would reasonably be construed as giving the Company, or any of the
Company’s sister concerns as the case may be, cause for terminating him from training and/or
his services;

3. The Employee agrees that during such period for which he/she is required under the terms of
this Agreement to serve either the Company, or any sister concern of the Company, if he/she
makes any discovery or invention which is in fact an improvement in design or manufacture of
any of the products which the Company manufactures or markets, or if he makes any discovery
or invention whatsoever, relating to the products which the Company concerns itself with, the
same will be deemed to have been done for the Company, and will in fact belong to the
Company, and shall be patented as such. If the Candidate tries to contravene the specific terms
of the contract in this regard, the Company may take recourse to such legal remedies as may
be available to it under the law.

4. In the event of the Employee committing breach of any of the terms and conditions contained
in Clauses 2 and 3(a) to 3(d) hereinabove including failure to serve the Company for the agreed
period of 24 months post completion of “hands on Specialized Training” as was imparted by
HCLT without charging any fees/consideration, the Employee shall, within 7 days from the
receipt of notice from the Company pursuant to commission of said breach, pay to the
Company by way of damages, the liquidated sum of Rs. 1.50 Lakh (Rupees One Lakh Fifty
thousand only). This amount represents the reasonable estimate of the cost incurred by the
Company and has been calculated after taking into consideration the grave and irreparable
damages and losses arising from discontinuity of service, disruption of work and plans, special
damage to delayed projects, loss of the Company’s reputation and damage to work force
morale, expenses of replacing the Employee, costs of imparting the training, travel expenses,
lost opportunities of business and all other incidental expenses of imparting training to the
Employee, incurred directly and indirectly by the Company and shall not be considered as a
penalty for the breach of the Agreement. It is further clarified that the aforesaid is in addition
to any other remedy, viz., preliminary and permanent injunctive and equitable relief that the
Company may pursue upon occurrence of the breach by the Employee.

5. Without prejudice to the generality of the foregoing, a breach of this Agreement will include: (i)
abandonment by the Employee of his service with the Company.
(ii) neglect or failure to report to the Company or as required by the Company/its
officers;
(iii) failure or neglect to serve the Company for the Stipulated Period; (iv)
termination if found guilty of misconduct

6. In case of nonpayment or delay in payment, the sum referred in Para 4 above, the Employee
shall be liable to pay interest @ 18% per annum on such sum for such delayed period.

7. The Employee acknowledges that the Company is concerned to secure its rights under the
Agreement, and therefore, agrees to execute a promissory note favoring the Company, for the
amount mentioned in Para 4 above, payable by him to the Company in the events envisaged
in the said clause. The Employee also undertakes that he shall authorize the Company to offset
amount as against the amount due to him at any point of time by the Company, or lying to his
credit with the Company on any account whatsoever.

8. That the Employee will be required to comply with the provisions of any statute, rules or
regulations of the country to which he may be sent for training as well as those of India and he
shall keep the Company indemnified for any penalties which the Company is made to pay for
his neglect and/or any violation of the provisions of any statute, rules or regulations and other
applicable law.

9. The Employee agrees and undertakes to absolve the Company, its servants, and agents from
any injury, loss or damage and accordingly agrees to indemnify the Company against all
proceedings, suits, actions, claims, demands, costs and expenses whatsoever, which may be
taken or made against the Company in respect of any injury (whether fatal or otherwise) to any
person or damage or loss to any property, occasioned directly or indirectly by any act, omission
or other default by the Employee during the period of ____ months.

10. It is agreed between the parties that other terms and conditions of service namely designation,
emoluments, leave, duties and responsibilities, misconduct, termination etc. are contained in
the appointment letter dated _____________ and the same may be treated as a part and parcel
of this Agreement.

11. That if the liquidated damages stipulated as being payable by the Employee to the Company
in the events envisaged in Clause 5 above, are not paid by him within the time periods
stipulated in the said Clause, or if any one of the said sums is not paid, or if any part of any
sum is not paid, it shall be inferred that a dispute has arisen between the parties. In the event
of such dispute arising or in the event of there being any dispute between the parties as to
nonpayment, or as to the interpretation of any term of this Agreement, or there being any
dispute as to the rights and liabilities of the parties under this Agreement, the same shall be
referred to the sole arbitration of a person to be nominated and appointed by the Company.
The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996, or
any of its statutory reenactments or amendments. The venue of the arbitration shall be at New
Delhi, and the courts at New Delhi alone shall have the jurisdiction over this Agreement. The
arbitration proceedings shall be conducted in the English language.

12. In the event that any provision of this agreement shall prove to be invalid, illegal or enforceable
in whole or in part for any reason, such provision or part thereof shall be severable from the
remaining provisions and part shall continue in full force and effect and shall be enforceable
notwithstanding such invalidity, illegality, or unenforceability.

13. This Agreement or any its provisions can only be modified in writing signed by both parties.
14. This Agreement may not be assigned by the Employee to any person. Any attempted
assignment shall be void.

15. This Agreement may be terminated and shall have no effect in the circumstances as below:
(i) Death of the Employee before expiry period of 24 months; or
(ii) Notice of waiver by the Company in writing
16. All communications between the Employee and the Company, shall be deemed to have been
effectively served if addressed to the following addresses:-

Employee’s Address: _______________________________________________________

_______________________________________________________
Company’s Address: 806 Siddhartha, 96 Nehru Place, New Delhi – 110019.

The Employee undertakes the responsibility to inform the Company of any changes in his
address for correspondence.

In witness whereof the parties hereto set unto this deed their hands, at the place, on the day, month
and year first mentioned.

For HCL TECHNOLOGIES LTD.

EMPLOYEE:
(Authorized Signatory)

WITNESS

1. Signature:

Name:

Address:

2. Signature:

Name:

Address:
PROMISSORY NOTE TAKEN FROM EMPLOYEE

Place: Dated:

On demand I _____________________________________ S/O,D/O_____________________________,


Resident of __________________________________________________________________________
promise to pay M/s HCL Technologies Ltd. at its Registered Office at 806, Siddharth, 96, Nehru Place,
New Delhi- 110019 or ORDER the sum of INR 1.5 Lakh for the value received together with interest @
18% per annum from the date of demand.

Affix Revenue Stamp Re.1.

Please note: Employee to sign across the revenue stamp affixed above.

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