CHII Offer Letter - N P Deepti - Encrypted

Cardinal Health International India Private Limited
(formerly known as mscripts Systems India Private Limited)

CIN - U72200KA2013FTC069975
GSTN NO - 29AAICM6969P1Z9
7th Floor, Quay, Bagmane Tech Park, C.V. Raman Nagar, Bangalore – 560093,
Karnataka, India | Phone: +91-80-66748000
cardinalhealth.com
23-Sep-24
N P Deepti
NO 26, Ashirvada Nilaya, Kachanakanahalli Dinne, Estate Bengaluru, Near SBI Bommasandra
industrial, Bengaluru, Karnataka - 560099
Dear Deepti,
OFFER OF EMPLOYMENT
We are pleased to offer you employment as Sr Analyst, Data Engineering at our Bangalore, India
office of Cardinal Health International India Private Limited.
The terms set out in this letter (the “Offer Letter”) and the Company’s Terms and Conditions of Employment
set out in Schedule 1 (the “Terms and Conditions”) shall govern your employment with the Company
(together the “Offer”).
You will commence employment with the Company on 16 October 2024 (the “Commencement Date”) and
will initially report to Kuntulu, Keshaba (“Manager”).
This is a full-time position with an Annual Guaranteed Salary, broken into various elements, as detailed in
Annexure A, of INR 1300,000, delivered in 12 monthly instalments.
Please review the enclosed Terms and Conditions and confirm your acceptance of the Offer by signing and
dating the enclosed copy of this Offer and returning it to me prior to your Commencement Date.
In the meantime, please feel free to contact Mishra, Shweta at [email protected] with
any questions prior to your Commencement Date. On behalf of us all here at Cardinal Health, we look
forward to welcoming you to the team.
Sincerely,
Sindhu Nair
Sr Manager, TA
I accept the above offer of employment by the Company:
NP Deepti 7755884904 Sep 24, 2024
Employee’s Name Identification Number Date

Encl. Schedule 1
Annexure A
Benefits-at-a-Glance
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SCHEDULE 1
TERMS AND CONDITIONS
1. The Employer
1.1 You will be employed by the Company.
1.2 If the Company or one of its affiliates, subsidiaries, holding companies or other related bodies (each
a “Related Corporation”), subsequently establishes another Related Corporation (including,
without limitation, a service company) to engage its employees, you agree to the transfer of your
employment from the Company to any such Related Corporation on terms and conditions no less
favourable than those set out in this Offer, if requested to do so by the Company.
2. Term
2.1 Your employment with the Company will commence on the Commencement Date as specified in
the Offer Letter and will continue until terminated by either party as provided in Clause 16 herein
(the “Term”).
3. Role and Reporting

3.1 Your initial role will be the role set out in the Offer Letter.
3.2 During your employment, you will provide services to and be involved in the activities of the
Company. You always agree to act in the best interests of the Company during your employment.
3.3 You will be expected to take instructions from and be directly responsible to your reporting manager
or any other person from time to time notified to you by the Company. The Company reserves the
right upon reasonable notice to require you not to carry out the duties originally assigned to you
and may alter or vary your job function or duties in accordance with your capabilities.
4. Place of Work
4.1 You will be based at the Company’s principal place of business, which is currently located at 7th
Floor, Quay, Bagamane Tech Park, C.V Raman Nagar, Bangalore 560093, Karnataka, India.
4.2 If the Company moves its principal place of business to another location within India or requires
you to work at another location in India, owned or leased by the Company that is used as part of
the business of the Company, you hereby agree to the location of your employment changing to
any such new location.
4.3 You may also be required to work at other locations outside of the Company’s principal place of
business, on a temporary basis from time-to-time as and when required by the Company.
4.4 All reasonable costs and expenses incurred by you in working at locations other than the
Company’s principal place of business, or any other location designated by the Company pursuant
to clauses 4.1 and 4.2, on a temporary basis will be met or reimbursed by the Company as set out
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in the Company policies in this regard in force at the time.
5. Duties and Responsibilities

5.1 The basic duties and responsibilities you are required to fulfill include, without limitation, those set
out in the job description.
5.2 The Company may vary these duties and responsibilities as necessary to meet its business
requirements.
5.3 The Company may also require you to carry out other duties within your competence, skill and
training.
5.4 You must honestly and faithfully serve the Company and use your best endeavors to promote the
interests and welfare of, the Company and its Related Corporations.
5.5 You must comply with all lawful and reasonable directions given to you by the Company from time
to time.
5.6 Unless you are absent on leave, as provided for in these Terms and Conditions, you must devote
the whole of your time and attention during your working hours to the business of the Company
and its Related Corporations.
5.7 While you are employed by the Company, you must not, either solely or in association with another,
whether as a consultant, principal, agent, employee, director, shareholder, beneficiary or trustee
undertake any other activity that is in competition with the business of the Company or its Related
Corporations, whether paid or unpaid.
5.8 If you are engaged in any other employment or outside business interests you must first seek the
written permission of your Manager, Compliance, and the Human Resources Department, at
minimum. Such permission may be withheld by the Company in its sole dis cretion. Engaging in
any other employment, without express consent, shall be deemed a material breach of the terms
of your employment.
5.9 You warrant to the Company that:

(a) by accepting the Offer and performing your duties under these Terms and Conditions, you
will not be in breach of any contract with, or obligation owed to, any third party;
(b) you are not relying on any representations by, or on behalf of, the Company except those
expressly incorporated into this Offer;
(c) you have disclosed to the Company everything known to you which may be material to the
Company’s decision to offer you employment; and
(d) all information that you have provided to the Company before accepting the Offer is true
and correct in all respects.
6. Background Verification
6.1 The offer letter will be valid only on successful completion of your background verification & the
company holds the right to terminate your employment without serving any notice in case of a
failure in background verification
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7. Conflict of Interests
7.1 Due to the nature of the business and your position, it is essential that your business dealings are
above reproach. For this reason, you are required to inform your Manager and follow the
procedures as set out in the “Conflicts of Interest” Policy of the Company, if you have, or have
reasonable grounds to believe that you may have, interests which conflict with those of the
Company. Failure to do so may result in corrective action being taken against you as set out in the
“Conflicts of Interest” Policy.
7.2 You are required to report any acts of misconduct, dishonesty, breach of Company policies and
rules, committed, contemplated or discussed by any member of staff or third party. A failure to do
so may be regarded by the Company as serious misconduct.
7.3 You are not permitted to accept gifts, hospitality, discounted goods and services other than by way
of a token nature.
8. Hours of Work
8.1 You will be required to work from Monday to Friday, for not less than forty (40) hours of each week,
and if necessary, for additional hours as might be required for performing your duties competently.
Should your position fall within the company’s Global Support areas which is a 24/7 operations,
you will be required to work non-standard shifts including nights, weekends and/or statutory
holidays as determined by the company.
8.2 You may be required to attend work at an earlier or later time, in case of travel or in order to
accommodate the needs of the Company. Any variation of your working hours will be notified to
you by your manager. You agree to work at such times as may be notified to you and accommodate
the requests of the Company, to the extent possible, to meet the business requirements or as are
necessary to fulfil your duties properly.
9. Remuneration and Benefits

9.1 The Company shall pay you Annual Guaranteed Salary as set out in the Offer, a break up of which
is provided in the Annexure A to this letter.
9.2 The Annual Guaranteed Salary will be paid in arrears, less applicable taxes and statutory
deductions that the Company is legally required to deduct, by electronic transfer, direct to your
bank account in twelve monthly instalments on or before the last working date of each calendar
month.
9.3 By signing this Agreement, you authorise the Company to deduct any sums you may owe to the
Company including any loan, or any overpayment of salary or expenses, or any other sum which
are due to the Company. Such deduction may be made from any salary, incentive award or other
payment due to you or any severance payment made on or after the date of termination of this
Agreement (“Termination Date”).
Your salary will be reviewed annually in accordance with the Company’s policies from time-to-time.
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Any increment in your salary is solely at the discretion of the Company .
10. Other Incentive Plan:
10.1 Your potential incentive for a particular fiscal year ending 30 June of that year, will be calculated at
the rate of 12% of your Annual Guaranteed Salary, based on your performance to targets and
combined with the percentage of achievement by the Company. The OIP is based on the
Company's performance and the achievement of corporate and individual objectives, and the final
amount shall be prorated to reflect the number of days you are employed in this position during the
fiscal year. This will be paid out to you in September payroll.
10.2 Any payment under the scheme will be subject to the requirement: (i) that you are in employment
on the date that incentive are paid; (ii) that you have not given or received any notice of termination
as per the terms of this Agreement; (iii) that you are not under any disciplinary investigation or
procedure; and (iv) that you have not been subject to any formal disciplinary sanction in the period
to which the incentive relates. The Company reserves the right to withhold or amend any incentive
scheme from time to time, should it, in its sole discretion decide to do so.
11. Expenses
11.1 Subject to the provision of evidence reasonably satisfactory to the Company, the Company will
reimburse you for all reasonable out of pocket business-related expenses incurred in accordance
with the applicable Company Policies during the course of your employment.
12. Leave Entitlement
12.1 You will be entitled, in addition to the national and festival holidays as prescribed under applicable
law, to annual paid holiday of 15 working days for each holiday year. The list of festival holidays
shall be annually notified separately by the Company from time to time.
12.2 The holiday year runs from January to the following December in each year.
12.3 Holidays must be taken at a time approved in writing in advance by your reporting manager.
12.4 On termination of your employment (other than for termination pursuant to Clause 18.3), you will
be entitled to payment against the accumulated unused paid leave in accordance with the
applicable law. No entitlement will accrue in respect of any part of a notice period not worked. The
Company may instruct you to take any accrued but outstanding holiday during the period after
notice of termination has been given (whether by you or by the Company) by giving you one
working day’s written notice, but you may not otherwise take holiday during your notice period
except where the Company has given its prior written consent.
13. Sick Leave/Casual Leave

13.1 An employee can avail paid sick leave/casual leave for a maximum of twelve (12) working days
each year, for reasons such as: personal exigency, illness or any other reasonable cause.
However, the employee must keep his/her reporting manager informed.
13.2 Failure to notify the Company promptly of any absence due to sickness or disability will be treated
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as leave without pay.

13.3 Every effort should be made to minimize disruption by absence due to sickness.
14. Disciplinary Procedure

14.1 The purpose of the disciplinary procedure is to help and encourage all employees to achieve and
maintain standards of conduct, attendance and job performance.
14.2 Please note that prior to any disciplinary action, you will normally receive a letter from the Company
explaining the complaint, charges, if any, against you in a written charge sheet and thereafter an
investigation will be conducted and you will be invited to a meeting to discuss the matter and
present your case. Should any disciplinary sanction be awarded, you will be entitled to a right of
appeal to the Country Head, India.
14.3 If you commit an act of gross misconduct, you will be liable to summary dismissal and in such
event, you will forfeit the right to any pay in lieu of notice. The following are examples of
serious/gross misconduct which may result in summary dismissal. This list i s not exhaustive:
14.3.1 unauthorized disclosure of confidential information;
14.3.2 persistent or unreasonable refusal to obey lawful instructions or to carry out duties
or obligations under this Agreement;
14.3.3 breach of applicable Company policies or rules;
14.3.4 dishonesty;
14.3.5 involvement in sexual or other forms of harassment of another employee;
14.3.6 misuse of the computer systems;
14.3.7 threatening behavior;
14.3.8 theft or fraud.
15. Grievance Procedure
15.1 Any grievance relating to your employment should be set out in writing by you and sent to your
Manager, who will arrange a meeting to discuss your grievance with you.
15.2 If you are not satisfied with any outcome, you may appeal by writing to the Country Head, India
within five working days of receipt of the decision.
16. Suspension
16.1 The Company may suspend you on full pay pending any investigation into any potential dishonesty,
gross misconduct or any other circumstances which may give the Company the right to terminate
your employment. Whilst on suspension the Company may:
16.1.1 require you to strictly adhere to the terms and conditions of this Agreement;
16.1.2 require you to comply with such conditions as it may specify in relation to attending
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at, or remain away from, the place of business of the Company;

16.1.3 require you to refrain from contacting colleagues, customers or other business
contacts;
16.1.4 assign you to other duties; or
16.1.5 withdraw any or all powers and/or duties vested in you;
17. Termination
17.1 You will automatically retire from the services of the Company on attaining the age of 60 years.
17.2 If you remain absent without previously or subsequently approved leave or remain absent beyond
the period of leave originally granted or extended, you shall be considered as having voluntarily
terminated your services from the Company without giving any notice, unless:
a) You return to work within 8 days of such commencement of such absence: or
b) Give an explanation to the satisfaction of the management of the Company.
17.3 Either Party can terminate the appointment under this agreement by giving a notice in writing to
the other party or by paying the gross salary in lieu of the said notice. The duration of the notice
period is of two months (60 days). However, in case of you resigning from the services of the
Company, the Company shall have the sole discretion to relieve you from your services prior to the
completion of the stipulated notice period but in such case the Company shall not be liable to pay
any compensation or salary in lieu of the waived period of notice.
17.3.1 there is material breach of non-compete, confidentiality and intellectual property provisions
set out (i) in the respective provisions of these Terms and Conditions; (ii) in any applicable
Company
17.3.2 the Company, acting reasonably, is of the opinion that you have engaged in fraud,
misconduct, material violations of any Company Policies (defined below) or have been
grossly negligent or reckless in your conduct);
17.3.3 you are convicted of a criminal offence involving dishonesty, such as fraud or theft;
17.3.4 you attend a worksite under the influence of alcohol or a non-prescription drug without
acceptable excuse;
17.3.5 you assault or engage in threatening behavior towards a colleague or conduct that creates
a serious risk to the health and safety of another person.
17.3.6 you engage in conduct that causes unacceptable loss of reputation or profitability of the
Company or may be reasonably likely to do so;
17.3.7 you fail to hold any license, qualification or certificate necessary for the performance of
your duties and responsibilities.
17.3.8 you are found to have provided false or misleading information to the Company during your
employment application or interview(s); or
17.3.9 you materially breach the Company policies including, but not limited to, the Employee
Handbook and policies on e-mail use and Internet access, equal opportunity and sexual
harassment.
17.4 Upon either you or the Company giving notice, you shall be required to return any Company
property belonging or referring to the Company or the Group Company. In particular, the Company
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will require you to return any copies of software which you may have received or have been
developing on the Company’s behalf, client lists, and any other confidential papers. Upon
termination of your employment for whatever reason, you must immediately return all such property
and any other items belonging to or referring to the Company, including credit cards, keys and any
other records.
17.5 You must also return any copies of such matters or any records you have prepared including
extracts of the same. If you have an electronic organiser of any sort, and/or any USB memory stick
of any sort, you must, upon request, provide these to the Company in order that they can arrange
for the deletion of any records which may belong to the Company or the Group Company or any
information compiled by you from the Company’s or the Group Company’s records and you must
also produce any home computer and/or a portable laptop computer, if required, so that the
Company may verify that all software has been removed and deleted and any records have also
been removed and/or deleted, including from the hardware.
17.6 The Company shall not be obliged to provide you with any work at any time after notice has been
given by either you or the Company and the Company may, in its discretion, take any one or more
of the following steps in respect of all or part of an unexpired period of notice:
17.6.1 require you to comply with such conditions as it may specify in relation to attending at, or
remain away from, the place of business of the Company;
17.6.2 refraining from contacting colleagues, customers or other business contacts;
17.6.3 assign you to other duties; or
17.6.4 withdraw any or all powers and/or duties vested in you;
but you will remain an employee of the Company and will continue to be bound by your duties of
confidentiality and good faith to the Company as well as all contractual duties under this Agreement
and you will not be free to take up any other employment during this period.
18. Company Property and Confidential Information

18.1 During the course of your employment, you must keep secure and properly maintain all property
of the Company, its Related Corporations and third parties provided to you by the Company in the
course of your employment including without limitation, laptop computers, mobile phones, security
passes, keys, memoranda, uniforms, equipment and other business documents in your power,
possession or custody.
18.2 During your employment you will have access to Confidential Information of the Company and its
Related Corporations.
18.3 For the purposes of this Agreement, ‘Confidential Information’ means all information belonging
to, used by, or which is in the possession of, the Company, its Related Corporations or you relating
to any of the Company’s and/or its Related Corporations’ business or assets, that is marked as
confidential or that is confidential by its nature to the extent such information has not been
disseminated to the public or is not otherwise not generally known to competitors of the Company
and its Related Corporations’ regardless of the manner in which it is recorded or stored, including
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without limitation, to information in an electronic form, relating to the Company’s and its Related
Corporations’ representatives, technology, computer software and hardware inventions, business
interests, methodology, employee compensation affairs, trade secrets, formulae, processes, know-
how, business methods, marketing and business strategies, financial affairs, accounting methods,
supplier, distributor and customer lists, products and services, pricing and payment policies, future
plans and research and development of the Company and its Related Corporations, or any person
or entity which the Company and its Related Corporations deals or is concerned with which is not
in the public domain (other than through a breach of your confidentiality obligations).
18.4 You must keep confidential all Confidential Information acquired by you during the course of your
employment (other than in the proper course of your duties and for the benefit of the business) or
after the expiry or termination of your employment for any reason whatsoever: (i) use, disclose or
communicate to any parties not authorised by the Company or that you are not required to disclose
to by law; or (ii) copy or reproduce in any form or by or on any media or device or allow others
access to or to copy or reproduce recorded information whether or not in documentary form
(“Documents”) containing or referring to Confidential Information.
18.5 Upon the termination of your employment or at any other time at the request of the Company or its
nominee, you must immediately destroy or return to the Company (at its election) all Confidential
Information of the Company and its Related Corporations.
18.6 All Documents containing or referring to Confidential Information at any time in your control or
possession are and shall at all times remain the absolute property of the Company or of the relevant
entity within the Company or any Group Company, and you undertake, both during your
employment and afterwards.
18.7 The confidentiality obligation:

18.7.1 will not restrict you from disclosing (but only to the proper recipient) any Confidential
Information which you are required to disclose by law or any order of the court or any
relevant regulatory body; provided that you shall unless required by law have given prior
written notice to the Company of the requirement and of the information to be disclosed
and allowed the Company an opportunity to comment on the requirement before making
the disclosure; and
18.7.2 will not apply to Confidential Information which is or which comes into the public domain
otherwise than as a result of an unauthorized disclosure by you or any other person who
owes the Group an obligation of confidentiality in relation to the information disclosed.
18.8 Confidential Information also includes Personally Identifiable Information (“PII”), which is defined
as any data or information in any form that is tied to, identifies, or provides information about an
individual (e.g., test taker, web site registrant, school/program representative, member of a Group
Company Board of Directors, and employees) in a way that is reasonably likely to enable
identification of that individual and make personal information about him/her known. This includes
information from which PII can easily be derived when linked with identifiable information from other
sources. PII includes but is not limited to the individual’s: first name, middle name, last name,
address, home or other personal phone number, fax number, email address, financ ial information
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(credit card, bank account number, etc.), and health information (e.g., employee medical leave
requests), date of birth, tests or survey results when available with any other data that could identify
the individual.
18.9 Any breach of this clause will constitute serious misconduct and will give the Company the right to
carry out disciplinary action, up to and including dismissal.
19. Intellectual Property

19.1 You will promptly disclose to the Company all works in which patents, copyrights, design rights or
database rights (or similar forms of intellectual property protection) may exist which you may have
made or originated, either by yourself or jointly with other people during your employment.
19.2 Any copyright work, design or database created by you during the period of your employment,
which relates in any way to the affairs of the Company and/or any Group Company, shall be the
property of the Company whether or not the work was made at the direction of the Company or
was intended for the Company and the copyright in it and the rights in any design or database shall
belong absolutely to the Company throughout all jurisdictions and in all parts of the world, together
with all rights of registration, extensions and renewal (where relevant).
19.3 To the extent that such copyrights, design rights and database rights (and similar forms of
intellectual property protection) are not otherwise vested in the Company, you hereby assign the
same to the Company, together with all past and future rights of action relating thereto. In relation
to any copyright work, design or database that may be created by you in the future, whether in the
normal course of your employment or in the course of carrying out duties specifically assigned to
you, you hereby assign the copyrights, design rights and database rights (and similar forms of
intellectual property protection) in the same to the Company with the intention that such copyrights,
design rights and database rights (and similar forms of intellectual property protection) should
forthwith upon completion of the relevant works vest in the Company.
19.4 You recognise and accept that the Company may edit, copy, add to, take from, adapt, alter and
translate the product of your services in exercising the rights assigned under Clause 19.3.
19.5 If you make any inventions that do not belong to the Company, as per the (Indian) Patents Act
1970, as may be amended from time to time, you agree that you will forthwith licence or assign (as
determined by the Company) to the Company your rights in relation to such inventions and will
deliver to the Company all documents and other materials relating to them. The Company will pay
to you such compensation for the licence or assignment as the Company will determine in its
absolute discretion.
19.6 To the full extent permitted by law, you irrevocably and unconditionally waive any provision of law
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known as “moral rights” including any moral rights you may otherwise have under the (Indian)
Copyright Act 1957, as may be amended from time to time. You give this waiver in favour of the
Company and each Group Company, and all successors in title to and licensees of the copyright,
design right and database right in such works (whether existing or future).
19.7 You agree that you will at the Company’s request and expense, execute such further documents
or deeds and do all things necessary or reasonably required to confirm and substantiate the rights
of the Company under this Clause 19 both before and after the termination of this Agreement for
any reason.
19.8 You agree that you will not at any time make use of, disclose or exploit the Company's property,
trade-marks, service marks, documents, materials or information in which the Company or any
Group Company owns (wholly or partially) the copyright, design right or database right (or similar
forms of intellectual property protection) for any purpose which has not been authorised by the
Company.
20. Restrictions during employment

20.1 You shall not during your appointment either on your own behalf or on behalf of any person, firm
or company:
20.1.1 solicit or endeavor to entice away from the Company or any Company within the Group
Company, an actual employee, or discourage from being employed by the Company or
any Company within the Group Company, any person who, to your knowledge, is an
employee or a prospective employee of such entity; or
20.1.2 employ or procure another person to employ any such person.
20.2 You must not engage in any other activities during or outside your working hours with the Company
which will in any way prejudice your ability, physically or mentally to perform the duties for which
you are employed or which is of such a nature as to be competitive with or conflict with the
commercial interests of the Company, or any Company within the Group Company except with the
prior written consent your manager.
20.3 The restrictions set out in this Clause are without prejudice to any other fiduciary duties owed to
the Company whether express or implied.
21. Restrictions After Employment

21.1 You shall not, save with the prior written consent of the Company, for a period of two years from
the Termination Date, in competition with the Company, carry on or be concerned or engaged or
interested, directly or indirectly, (whether as principal, shareholder, partner, employee, officer,
agent or otherwise) in any part of any business (which for these purposes includes a service
company providing your services to such a business) which competes with the business of the
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Group Company within India (the “Restricted Area”).
21.2 You shall not for a period of 18 months from the Termination Date, either on your own behalf or on
behalf of any other person, firm or company, directly or indirectly, in competition with the part of the
Company’s business which you shall have been actively engaged or involved at any time during
the period of the twelve (12) months prior to the Termination Date:
21.2.1 approach, offer services to, or endeavor to entice away from the Company any person,
firm or company who at the Termination Date (or at any time during twelve (12) months
prior to that date) was a client, of the Company or the Group Company, in each case
being a party with whom you have been actively engaged or involved during such period
by virtue of your duties hereunder; or
21.2.2 deal with any person, firm or company who at the Termination Date (or at any time during
twelve (12) months prior to that date) was a client, of the Company or the Group
Company, in each case being a party with whom you have been actively engaged or
involved during such period by virtue of your duties hereunder.
21.3 You shall not for a period of 18 months from the Termination Date, either on your own behalf or on
behalf of any other person, firm or company, directly or indirectly, approach, solicit, endeavour to
entice away, or procure the employment of or employ any person who is, at the Termination Date
or was at any time during the twelve (12) months prior to that date, a Key Employee whether or not
such person would commit any breach of his or her contract of employment or engagement by
reason of so leaving the service of the Company or otherwise.
21.4 A Key Employee shall mean an employee of the Company who has Confidential Information
regarding the Company or the Group Company or who has had contact with clients, of the
Company or the Group by virtue of carrying out their duties for the Company and with whom you
had dealings in the 12 months prior to the Termination Date by virtue of your duties hereunder.
21.5 You shall not, at any time after the Termination Date, either on your own behalf or on behalf of any
other person, firm or company directly or indirectly:
21.5.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of
goods or services to the Company or a Group Company; or
21.5.2 represent yourself as being in any way connected with or interested in the Company’s
business.
21.6 You acknowledge that during the course of your employment hereunder you are likely to have
dealings with the clients, investors, customers, potential investors and other contacts of the
Company and agree that each of the restrictions in Clauses 21.1, 21.2, 21.3 21.4, and 21.5 is
separate and distinct, is to be construed separately from the other restrictions, and is reasonable
as regards its duration, extent and application for the protection of the legitimate business interests
of the Company. You agree that the remuneration paid to you, during the term of your employment,
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is sufficient consideration to comply with the restrictions imposed under this Clause 21. However,
in the event that any such restriction shall be found to be void or unenforceable but would be valid
or enforceable if some part or parts of it were deleted, you agree that such restriction shall apply
with such deletion(s) as may be necessary to make it valid and effective.
22. Reporting Concerns

The Company encourages employees to report any concerns they may have about the manner in
which the Company is carried on and in particular any concerns about potential wrongdoing. If you
wish to raise a concern, you should contact your Manager or Human Resources.
23. Data Protection

23.1 You agree that the Company may keep any information and records relating to you in a personnel
file which will be kept securely and access will only be given to management or other staff of the
Company and/or other companies of the Group Company outside India who require access to the
information in your file for business purposes, to the Company's advisers and employees whose
work relates to personnel matters. You also agree that information about you (including your name,
photograph and experience) may be used in promotional materials for the Company and may be
disseminated to clients of the Company and the Group Company wherever they may be situated
in the world. You agree to inform the Company as soon as possible in the event that your contact
information changes.
24. Computer Monitoring and Surveillance

24.1 You acknowledge that although the Company does not prohibit personal use of the telephone or
of the computer system, such usage should be kept to a reasonable level, should be carried out
responsibly and with proper regard for the concerns of your colleagues and other members of the
public and the integrity and safety of the Company's and the Group Company’s systems and should
not interfere with the performance of your duties for the Company and you accept that you have
no right of privacy in relation to any telephone or computer usage. You agree to the monitoring of
your office computer by the Company and/or any Group Company which owns or controls the
network and/or electronic resources you use, and you agree to comply with any policy issued by
the Company and the Group on the use of the Company’s and the Group’s computer facilities from
time to time.
25. Notices
25.1 Any notice required or permitted to be given under this Agreement shall be given in writing,
delivered personally or sent by post, courier delivery, pre-paid recorded delivery (air mail if
overseas) or by facsimile to the party to whom such notice is addressed at, in the case of the
Company, its registered office, and in the case of the Employee, to his address as set out in this
Offer.
25.2 The Company and the Employee from time to time may change its address, facsimile number or
other information for the purpose of notices to that party by giving notice specifying such change to
the other party hereto.
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25.3 Any change in the address of either the Company or the employee shall be notified to the other
party.
26. Company's Rules and Procedures

26.1 In addition to these terms and conditions you will be required to abide by any rules and procedures
notified to you by the Group Company and to carry out any instructions and directions given to you
by the Company.
27. Warranty
27.1 You represent and warrant that you are not prevented by any agreement, covenant, arrangement,
contract, understanding, court order or otherwise, which in any way directly or indirectly restricts or
prohibits you from entering into this agreement or from fully performing the duties of your
employment, or any of them, in accordance with the terms and conditions of this Offer.
27.2 The termination of this Offer howsoever arising shall not affect any of the provisions of this
Agreement which are expressed to operate or have effect or are capable of operation or effect after
such termination.
28. Alterations to the Terms and Conditions of Employment

28.1 The Company reserves the right to amend or vary the terms and/or conditions of your employment.
Written notice will be given to you of any such changes. Acceptance of changes of terms and
conditions so made will be assumed unless you notify the Company in writing of your objection
within one calendar month of notification of any change.
29. Indemnity
29.1 At any time during or after the termination of your employment hereunder (or, as applicable, any
previous employment or other engagement with the Company and/or any Related Corporations),
if the Company and/or any Related Corporation is, becomes, or is reasonably likely to become,
liable for the payment of any tax, levy, impost, deduction, charge, rate, compulsory loan,
withholding or duty, annual leave, sick leave, or other leave arising pursuant to such employment
and/or engagement, then you agree at all times to indemnify and keep indemnified the Company
and Related Corporations in this against such liability.
30. Interpretation
30.1 Any reference in these terms to:
30.1.1 any Act or delegated legislation includes any statutory modification or re-enactment of it
or the provision referred to;
30.1.2 “Group Company” means a company which from time to time is a subsidiary or a holding
company of the Company or a subsidiary of such holding company;
30.1.3 “include” and “including” and “in particular” shall be construed as being by way of
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illustration only and shall not limit the generality of the preceding words.
31. Third Party Rights

31.1 A person who is not a party to this agreement shall not have any rights under or in connection with
it.
32. Terms and Offer

32.1 These Terms and Conditions and the Offer Letter sent to you from the Company constitute the
whole agreement between the parties and supersede any previous agreements between the
parties relating to its subject matter.
32.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have
no right or remedy in respect of, any statement, representation, assurance or warranty (whether
made negligently or innocently) other than as expressly set out in this Agreement and the Offer
Letter sent to you by the Company.
32.3 Nothing in this clause shall limit or exclude any liability for fraud.
33. Governing Law and Jurisdiction

33.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter
shall be governed by and construed in accordance with the laws of India and shall be subject to
the exclusive jurisdiction of the courts of Bangalore, Karnataka (India).
34. Ability to Work

34.1 By signing these Terms and Conditions and the Offer you acknowledge and warrant that you are
free to accept the Company’s offer of employment and that there are no restrictions of any sort on
your ability to carry out the duties envisaged by this Agreement.
35. Severability
35.1 In the event that any one or more of the provisions contained herein shall be or become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions of this letter shall not be affected thereby. Any provision cont ained herein, which
expressly, or by its nature, imposes obligations beyond the expiration or termination of your
employment with the Company, shall survive such expiration or termination.
I, N P Deepti, hereby accept the Offer set out in the Offer Letter and the Terms and Conditions:
NP Deepti (Sep 24, 2024 19:39 GMT+5.5)

Sep 24, 2024
Signature Identification Number (Aadhaar) Date
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ANNEXURE A
REMUNERATION DETAILS
Basic Salary INR 650,000 /- per annum
House Rent Allowance (HRA) INR 260,000 /- per annum
Employer Contribution to Provident Fund (PF) INR 21,600 /- per annum
Employee Contribution to Provident Fund (PF) INR 21,600 /- per annum
Special Allowance INR 346,800 /- per annum
Annual Guaranteed Salary (AGS) (A) INR 1,300,000 /- per annum
OIP (B) INR 156,000 /- per annum
Total Compensation (A + B) INR 1,456,000 /- per annum
In addition to the above, you will also be entitled to the following benefits:
Joining Bonus: You are eligible for joining bonus of INR 100,000/- only if you join us on or before
Wednesday, October 16, 2024. If in case, you or company decided to terminate the contract before one
year from the date of joining the joining bonus will be recovered from you along with the tax deducted at
source.
Provident Fund (PF): The employee and employer’s PF contributions will be deducted and
directly remitted to the Provident Fund authorities.
Gratuity: You will be eligible for receiving gratuity payment upon termination of your employment
agreement, as per Payment of Gratuity Act, 1972.
Flexible Benefit Plan (FBP): This is an optional benefit that you could opt for at the time of submitting
your IT declaration and avail tax exemption. It covers the following components:
• Leave Travel Allowance (LTA) up to a maximum of INR 35,000 once every 2 years or twice in 4 years
• Meal Card for a maximum amount of INR 26,400 per annum
• Telephone Reimbursement up to a maximum of INR 12,000 per annum
This will be adjusted against the special allowance of your compensation, and you can avail of tax
benefits based on submission of original travel documents for LTA and original telephone bills at the end
of the Financial Year (FY). Any unclaimed amount will be paid to you after deducting the appropriate
Income Tax at the end of the FY.
Medical and Transportation Allowance: With effect from the current financial year (FY2024-25), a
standard deduction of INR 40,000 from your taxable income replaces the earlier deductions of INR
19,200 for transport allowance and INR 15,000 for medical reimbursement.
Continuous Learning Program: Under this program you can avail a benefit of up to INR 50,000 annually
to help enroll for post- graduation programs, industry certifications and so on.
16

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Cardinal Health International India Private Limited

(formerly known as mscripts Systems India Private Limited)

NP Deepti 7755884904 Sep 24, 2024

Employee’s Name Identification Number Date

3. Role and Reporting

in the Company policies in this regard in force at the time.

5. Duties and Responsibilities

5.9 You warrant to the Company that:

9. Remuneration and Benefits

Any increment in your salary is solely at the discretion of the Company .

10. Other Incentive Plan:

12. Leave Entitlement

13. Sick Leave/Casual Leave

as leave without pay.

14. Disciplinary Procedure

at, or remain away from, the place of business of the Company;

18. Company Property and Confidential Information

18.7 The confidentiality obligation:

19. Intellectual Property

20. Restrictions during employment

21. Restrictions After Employment

Group Company within India (the “Restricted Area”).

22. Reporting Concerns

23. Data Protection

24. Computer Monitoring and Surveillance

26. Company's Rules and Procedures

28. Alterations to the Terms and Conditions of Employment

31. Third Party Rights

32. Terms and Offer

33. Governing Law and Jurisdiction

34. Ability to Work

NP Deepti (Sep 24, 2024 19:39 GMT+5.5)

Basic Salary INR 650,000 /- per annum

House Rent Allowance (HRA) INR 260,000 /- per annum

Employer Contribution to Provident Fund (PF) INR 21,600 /- per annum

Employee Contribution to Provident Fund (PF) INR 21,600 /- per annum

Special Allowance INR 346,800 /- per annum

Annual Guaranteed Salary (AGS) (A) INR 1,300,000 /- per annum

OIP (B) INR 156,000 /- per annum

Total Compensation (A + B) INR 1,456,000 /- per annum

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