Non-Disclosure Cum Non-Circumvention Agreement

This Non-Disclosure Cum Non-Circumvention Agreement (“Agreement”) is

entered into on this the ______ day of ____________________ Two Thousand
Twenty four(___-___-2024) (“Effective Date”) at Chennai

BETWEEN

________________, a company incorporated under the provisions of the

Companies Act, 2018, having its office at #_____________ , INDIA. (hereinafter
referred to as “Company”, which expression shall mean and include where
the context so requires or admits its successors in title and permitted
assigns) of the ONE PART;

AND

_________________________________________, an individual residing at

______________________________________________________________________________
____________________ (hereinafter referred to as “Employee”, which
expression shall mean and include where the context so requires or admits
his legal representatives, heirs, successors, administrator and executors) of
the OTHER PART.

The Company and the Employee shall be collectively referred to as “Parties”

and individually as “Party”.

WHEREAS

1. The Employee is a
______________________________________________________ of the Company
appointed on ______________________ vide offer letter dated
____________________ (“Offer Letter”).

2. The Parties intend to execute this Agreement to inter alia lay down the
terms relating to maintenance of confidentiality of the Confidential
Information (as defined below) of the Company and the non-compete
and non-solicitation obligation of the Company.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO

AGREE AS FOLLOWS:

1. DEFINITION:

1
For the purpose of this Agreement, the term “Confidential
Information” shall include any information or data of a scientific,
technical, commercial or financial nature disclosed by the Company, or
which is obtained by the Employee from the Company whether in
writing, pictorially, in machine readable form, on disc, mail or orally, or
by any other means/modes of disclosure and including without limitation
any information contained in any written or printed document, hardware,
firmware and software, information related to technology and business
activities (including, but not limited to, communication systems,
business outlooks, revenue, pricing, trade secrets), computer programs,
software (including, without limitation, code, software output, screen
displays, file hierarchies and user interfaces), formulas, data, inventions,
techniques, technology, know-how, processes, ideas, (whether
patentable or not), schematics, specifications, drawings, product plans,
pricing, services, strategies, third party confidential information, and
corporate and personnel statistics, customer lists (potential or actual)
and other customer-related information, supplier information, sales
statistics, market intelligence, marketing, business working, operations,
parent, subsidiaries, affiliates and other business strategies and other
commercial information of confidential nature or such information that
by its inherent nature is confidential or proprietary.

“Developments” shall mean any idea, invention, design,

technical or business innovation, computer program and related
documentation, or any other work product know how, or
intellectual property developed, conceived, or used by the
Employee, in whole or in part that arises out of the employment
with the Company, or that are otherwise made through the use of
the Company’s time or materials.

“Intellectual Property Rights/Intellectual Property” shall

mean all intellectual property rights subsisting in the products
developed, being developed and/or proposed to be developed by
the Company including all patents, patent applications and patent
rights, entity models, moral rights, mask works, trademarks and
trademark rights, trade names and trade name rights, service
marks and service mark rights, service names and service name
rights, brand names, internet domain names and sub-domains,
inventions, processes, formula, copyrights and copyright rights,
trade dress, business and product names, logos, slogans, trade
secrets, industrial models, processes, designs, methodologies,
computer programs (including all source codes) and related
documentation, technical information, manufacturing, engineering
and technical drawings, know-how and all pending applications for
and registrations of patents, entity models, trademarks, service
marks, copyrights and internet domain names and sub-domains.

“Person” shall mean and include an individual, firm, company,

institution or any other legal entity.

2
2. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS:

2.1 The Employee undertakes and agrees that he shall at all times
abide with the following:

2.1.1 he will not, either directly or indirectly, both during and after
the term of this Agreement, without the Company’s prior
written permission, disclose, divulge, disseminate, publish,
lecture upon, use, 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;
2.1.2 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 information,
including the signing of any confidentiality agreements
required in connection with the performance of his duties
and function;
2.1.3 Confidential Information and the Intellectual Property 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;
2.1.4 The Company shall not be required to designate the
Employee as the author of any Developments. All services
rendered by the Employee to the Company shall be
considered to be on a “work for hire” basis. 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 a perfect record or document the
Company’s ownership of the Developments, Know-how and
Intellectual Property Rights including, but not limited to, the
execution of the appropriate trademark, design, copyright or
patent applications or assignments, the productions of
documents and evidence to the appropriate authorities, etc.
In the event that any Intellectual Property is not assignable,
the Employee shall irrevocably and unconditionally grant an
exclusive, royalty-free and perpetual license on such
Intellectual Property to the Company.

2.2 During and after the termination of his employment (regardless of

the reason for such termination) and until such time as the
Confidential Information is generally published or is available to
the public other than through the Employee’s unauthorized
disclosure, the Employee shall not, without the prior written
consent of the Company, disclose, or use or make available for
anyone to use (except in the course of his employment, by or in
furtherance of the business of the Company and its affiliates) any
Confidential Information and shall use his best efforts to prevent

3
 the unauthorized publication or misuse of any Confidential
Information.

2.3 Employee understands and acknowledges that this Agreement is

entered into by the Company with the understanding that the
Employee will not bring to the Company any confidential or
proprietary information belonging to any of the Employee’s
previous employers, that Employee will refrain from disclosing to
the Company, or using while being employed by the Company,
any such confidential or proprietary information and that
Employee will comply with the non-disclosure, non-compete, non-
solicitation and other provisions of his agreements with his
previous employers. All compensation to be provided to the
Employee is contingent upon his due compliance with the
foregoing.

3. NON-COMPETE AND NON-SOLICITATION

3.1 The Employee covenants that he shall not do or indulge, directly

or indirectly, in any of the following, provided however, if the
Employee ceases to be employed with the Company then for a
period of 2 (Two) years from the date that he ceases to be an
employee of the Company:

(a) solicit or attempt in any manner to solicit from any

client/customer, except on behalf of the Company,
business of the type carried on by the Company or to
persuade any Person, firm or entity which is a
client/customer of the Company to cease doing business or
to reduce the amount of business which any such
client/customer has customarily done or might propose
doing with the Company whether or not the relationship
between the Company and such client/customer was
originally established in whole or in part through his or its
efforts; or

(b) employ or attempt to employ or assist anyone else to

employ any Person who is in the employment of the
Company at the time of the alleged prohibited conduct, or
was in the employment of the Company at any time during
the preceding twelve (12) months; or

(c) initiate any new activities that could be in competition to

the Company’s existing or proposed business activities
through any vehicle other than the Company;

(d) engage in any business that would directly or indirectly,

compete with the product, technology or protocol, of the
products of the Company such as for example through an
associate, group company or any relative; or

4
 (e) directly or indirectly, own, manage, operate, join, have an
interest in, control or participate in the ownership,
management, operation or control of, or be otherwise
connected in any such manner with, any corporation,
partnership, proprietorship, trust, estate, association or
other business entity which directly or indirectly engages
anywhere in the world in the same Business; or

(f) in any manner whatsoever render, sell, supply, market or

distribute, advise, assist, aid in establishing, managing,
providing or developing or act as consultant or professional
advisor in respect of the Business or indulge in any of the
above with reference to any products or services
constituting part of the Business, either on his/her own
account or on behalf of any other person whether as an
agent or as a licensee or as an advisor, consultant or under
any other relationship; or

(g) in any manner provide or divulge any information of the

Company, including without limitation, any Intellectual
Property, trade secrets, Confidential Information, or any
information in any manner and form whatsoever for the
purpose of and/or relating to the rendering, selling,
supplying, marketing or distributing of products or services
constituting part of the Business including rendering any
assistance for the purpose of improving, modifying,
upgrading or making any betterment to any existing
process, know-how, software methodology or technology
whatsoever for the purpose of and/or relating to the
selling, supplying, marketing or distributing of the same
whether or not the same is patented or proprietary or
otherwise.

3.2 The Employee acknowledges and agrees that the above

restrictions are considered reasonable for the legitimate
protection of the Business, but in the event that such restriction
shall be found to be void, the Parties agree that Clause 5.3 herein
shall govern.

3.3 The Employee acknowledges and agrees that the covenants and
obligations with respect to non-compete and non-solicitation as
set forth above 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. These injunctive remedies are

5
 cumulative and are in addition to any other rights and remedies
that the Company may have at law or in equity including the right
of the Company to seek specific performance.

For the purpose of this Clause, the term “Business” the Business
currently being carried on by the Company and any business that
may be carried on by the Company, from time to time, hereafter.

4. CONFLICTS

4.1 The Employee represents that his 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.

4.2 The Employee assures and confirms to the Company that he has
disclosed fully all and any business interests that he has to the
Company, whether or not they are similar to or in conflict with the
business(es) or activities of the Company and all circumstances in
respect of which there is, or there might be perceived, a conflict
of interest between the Company and the Employee or any
immediate relatives of the Employee. Further, the Employee
undertakes to disclose fully and immediately to the Company any
such interests or circumstances which may arise during his
employment with the Company.

5. MISCELLANEOUS

5.1 Amendments: Any term of this Agreement may be amended only

with the written consent of the Parties.

5.2 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 seventy-two (72)
hours after being deposited in the mail as certified or registered
mail with postage prepaid, 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. The
notice may also be given by email and the same shall be deemed
served on transmission. The email id of the Parties for the purpose
of communication is –

Company – [ ]
Employee – [___________________________________________]

5.3 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

6
 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. However, if such provision would be valid if some part
thereof was deleted or the scope, period or area of application
were reduced, the restriction shall apply with the deletion of such
words or such reduction of scope, period or area of application as
may be required to make the restrictions contained in this
Agreement valid and effective. Provided, however, that on the
revocation, removal or diminution of the Law or provisions, as the
case may be, by virtue of which the restrictions contained in this
Agreement were limited, the original restrictions would stand
renewed and be effective to their original.

5.4 Advice of Counsel: The Employee acknowledges that, in executing

this Agreement, he has had the opportunity to seek the advice of
independent legal counsel and has read and understood all of the
terms and provisions of this Agreement.

5.5 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 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.

5.6 Entire Agreement: This Agreement alongwith the Offer Letter

represents the entire agreement between the Parties in relation to
the Confidential Information, protection of Intellectual Property
Rights of the Company and the non-compete and non-solicitation
obligation of the Employee. In case of any conflict between the
Offer Letter and this Agreement in relation to the subject matter
hereof, the terms of this Agreement shall prevail.

For sake of clarity, the provisions of this Agreement shall be made

applicable from the date of the Offer Letter.

The Company may formulate rules and policies from time to time,
in connection with any issues the Company may, in its sole
discretion, deem fit, including without limitation, its business,
services, employees, customers, vendors, privacy or security. The
Employee shall be bound by all such applicable rules and policies,
in addition to the terms of this Agreement.

5.7 Arbitration, Jurisdiction And Governing Law: This Agreement

shall be governed by the laws of India. All disputes, claims, suits and
actions arising out of this Agreement or its validity will be finally decided

7
 in accordance with the provisions of the Indian Arbitration and
Conciliation Act, 1996. The arbitrator/s shall be mutually determined
between the Parties. The venue for arbitration shall be Chennai. The
Courts in Chennai will have exclusive jurisdiction for any dispute under
this Agreement.

5.8 Counterparts: This Agreement may be signed in counterparts, each of

which shall be deemed an original and all of which, when taken
together, shall be deemed to be one Agreement. Delivery of a signed
counterpart of a signature page to this Agreement by hand or portable
document format (.pdf) shall be effective as the delivery of a fully
signed counterpart of this Agreement.

IN WITNESS WHEREOF, the Parties have duly executed these

presents on the day and year first above written.

SIGNED AND DELIVERED by the within named

Company, was
hereunto affixed

In the presence of,

(Delivery Head -Support ) (Delivery head -

Operations)

SIGNED AND DELIVERED by the

within named Employee

_____________________________ _____________________________

(____________________________) (_____________________________)