And - api.ning.comapi.ning.com/.../Employment_Agreement_Rubiz_CEO_v02_20150731.… · Web view“Affiliate” shall mean, in relation to any Person, any entity controlled, directly

Drafting Exercise - NUJS Diploma in Entrepreneurship Administration and Business Laws (August 2013 Batch)

Confidential - for internal circulation only[To be executed on stamp paper of adequate value]

This Employment Agreement (this "Agreement") is made at [____] on this [___] of [___], July, 20142015 (“Effective Date”)

By and Between:

[INSERT NAME OF COMPANY / LLP / PARTNERSHIP]RUBIZ PUBLIC LIMITED, a public limited company / LLP / partnership incorporated in India under the Companies Act, 1956 2013/ Limited Liability Partnerships Act, 2008/ registered under the Indian Partnership Act, 1932, having its registered office at [INSERT ADDRESS OF REGISTERED OFFICE OF THE COMPANY / LLP/ ADDRESS OF OFFICE OF PARTNERSHIP], ( hereinafter referred to as the "OrganizationCompany", which expression shall, unless it is repugnant to the meaning or context, be deemed to include its successors and permitted assigns) of the First Part.

And

[_______], Mr. Rahul, bearing Permanent Account Number [ ], an adult Indian citizen and son of [___], aged about [___] years residing at [___] ("Employee") of the Second Part.

The Organization Company and Employee shall hereinafter be referred to as the "Parties" in the collective and as a "Party" in the singular, as the context may so require.

WHEREAS:

A. The OrganizationCompany is engaged in the business of creating software products for end-consumers and selling it, through collaborators, to a few enterprise-level clients (“Business”).[Insert briefly the business activity of organization]

B. The Organization and the employee have agreed to terminate the previous terms of engagement of the Employee.

D. In supersession of the previous terms of engagement, the Organization wishes to employ the Employee on the terms and conditions contained in this Agreement.

EB. The OrganizationCompany proposes to engage the services of the Employee as the chief executive officer (“CEO”) on and subject to the term of this Agreement and the has offered and Employee has accepted the position in the OrganizationCompany as [_____] the CEO on the terms and conditions as set out in this Agreement.

NOW THEREFORE, in consideration of the mutual promises, understandings, conditions, and the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:


Confidential - for internal circulation only1. DEFINITIONS AND I INTERPRETATIONS

1.1 Definitions

In this Agreement, unless the context clearly indicates a contrary intention, and in addition to the terms defined in the body of the Agreement, the following words or expressions shall have the meaning assigned herein:

1.1.1. “ Act” shall mean the Companies Act, 1956 (to the extent that such enactment is in force and applicable to the context in which such term is used herein), or the Companies Act, 2013 (to the extent that such enactment is in force and applicable to the context in which such term is used herein), and shall include all amendments, modifications and re-enactments of the foregoing;

1.1.2. “ Affiliate” shall mean, in relation to any Person, any entity controlled, directly or indirectly, by that Person, any Person or entity that controls, directly or indirectly, that Person, or any entity under common control with that Person or, in the case of a natural person, any Relative of such Person. Without limiting the generality of the above, a holding or subsidiary company of any entity shall be deemed to be an Affiliate of that entity;

1.1.3. “Applicable Law” shall mean any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in any jurisdiction;

1.1.4. “ Board of Directors” or “Board” shall mean the board of directors of the Company;

1.1.5. “ Business” shall have the meaning ascribed to such term in Recital A;

1.1.6. “ Cause” shall have the meaning set out in Clause 10.2.2 hereof;

1.1.7. “Competing Business” shall have the meaning set out in Clause 7.1.1 hereof;

1.1.8. “ Confidential Information” shall have the meaning set out in Clause 9.1 hereof;

1.1.9. “ Disability” shall have the meaning set out in Clause 10.1 hereof;

1.1.10. “ Effective Date” shall mean the date of execution of this Agreement;

1.1.11. “ ESOP” shall have the meaning set out in Clause 5.3 hereof;

1.1.12. “ Inventions” shall have the meaning set out in Clause 6.1 hereof;

1.1.13. “ Indian Rupees”, “Rupees” and the sign “Rs.” shall mean the lawful currency of the Republic of India;


Confidential - for internal circulation only1.1.14. “Non-Compete Period” shall have the meaning set out in Clause 7.1 hereof;

1.1.15. “ Notice Period” shall have the meaning set out in Clause 10.3 hereof;

1.1.16. “ Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a Person under Applicable Law; and

1.1.17. “ Relative” shall have the meaning ascribed to the term in the Act.

1.2 Interpretation

1.2.1. Unless the context of this Agreement otherwise requires:

1.2.1.1. words of any gender are deemed to include those of the other gender; and

1.2.1.2. words using the singular or plural number also include the plural or singular number, respectively;

1.2.2. T he terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be.

1.2.3. The heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation.

1.2.4. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision.

1.2.5. R eference to the word “include” shall be construed without limitation.

1.2.6. I f any provision in Clause 1.1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

2. TERMS AND CONDITIONS OF EMPLOYMENT

(i)2.1 Date of CommencementTerm of Employment: The Employment Employee’s employment with the Company shall continue subject to the terms and conditions of this Agreement from the date commencement of this Agreement, i.e. [ ], 2015, and shall continue until terminated in accordance with the terms of this Agreement.will commence from the _____ day of _______ 201__.

(ii)2.2 Place of Work: The Employee’s primary place of employment shall be based for the time being at ____________________________________. The Company may,


Confidential - for internal circulation onlyfrom time to time, require the Employee to travel to other locations (whether in or outside India) in connection with the employment.

(iii)2.3 Job Function: The Employee shall be employed as _____________ the chief executive officer (“CEO”) of the Company and during the course of his employment, he/she shall also be required to carry out such associated duties, functions and responsibilities as the Company Board may from time to time determine and entrust to himrequire. The Employee shall provide his services in accordance with the directions of the Board.

(iv) Probationary Period: A probationary period of ________ weeks/months will apply. A letter, notifying the Employee of his/her appointment to permanent staff, will be issued at the end of a successfully completed Probationary Period.

3. TIME OF WORK

3.1 Hours of Work: The hours of work shall be [ ] a.m. to [ ] p.m., or a total number of [ ] ([ ]) hours per week, as shall be set out by the Board from time to time.

3.2 During the course of his employment, the Employee shall devote all of his professional and business time, attention and energies to the business and affairs of the Company. Further, the Employee shall not hold directorships or equivalent positions in any other company or other Person, apart from the Company. Provided however that, nothing contained herein will restrict the Employee from continuing advisory and consultancy work with the companies he has co-founded.

3.3 Subject to the fulfillment of the duties of the Employee as envisaged under this Agreement, the Employee shall be free to advise young start-ups and entrepreneurs and to associate with number of incubators and start-up forums and groups, provided however, that such start-ups and entrepreneurships do not carry on businesses similar to or competitive with the Business.

3.4 The Employee shall also be free to invest his personal finances into any business as long as: (i) such investment is not accompanied by any corporate governance or management rights, (ii) details of all such investments are disclosed to the Company at the beginning of each financial year, and (iii) such company is not engaged in a business which is of a similar nature as or competitive with the Business.

3.5 The Employee shall, at all times, be required to carry out the duties and responsibilities assigned to him by the Board faithfully and diligently and in compliance with the established policies and procedures, endeavoring to the best of his ability to protect and promote the interests of the Company.

3.6 The Employee shall not be allowed to take other part-time projects for remuneration during the course of his employment. The Employee is further prohibited from being an advisor or a mentor or a member on the board of any company carrying on business which is similar to or competitive with the Business.


Confidential - for internal circulation only4. LEAVE ENTITLEMENT

4.1 The Employee shall be entitled to paid vacation, personal leave and sick days in accordance with the Company’s vacation and leave policies for its employees generally, as in effect from time to time. Notwithstanding anything to the contrary contained in such policies, the Employee agrees and accepts that he shall not have the right to encash, seek encashment or carry forward any unutilized leave in a given year. The Employee may however be permitted to carry forward his unutilized leave with the prior approval of the Board of the Company or the person in charge of managing human resources, subject to such conditions as may be imposed by the Board from time to time.

5. REMUNERATION

5.1 Salary: The Employee’s annual salary shall be Rs___________/- (Rupees [ ] only). Salary will be reviewed once in every [ ] months/years. Payment shall be by direct debit into the Employee’s bank account, the account details to be provided by the Employee to the Company on the execution of this Agreement. The detail of the salary structure of the Employee is provided in Part A of Schedule I hereto.

5.2 Other Incentives: The Employee shall also be entitled to other monthly incentives as listed in Part B of Schedule I hereto, which shall be reviewed by the Board on a yearly basis.

5.3 ESOP: Subject to the acceptance of the Employee of the Company's standard employee stock option plan (“ESOP”), the Employee shall be entitled to participate in the ESOP of the Company, pursuant to which he is hereby granted options for [ ] ([ ]) equity shares of the Company, with a lock-in period of 3 (three) years, provided that, any grant of options shall be subject to vesting and other terms and conditions as may be determined by the Board.

5.4 Taxes: The payments made and other benefits given to the Employee by the Company for the services rendered to the Company, shall be subject to withholding of taxes as per Applicable Law. The Employee shall be liable for any income tax and all other applicable taxes arising out of such payments and benefits.

(v) Hours of Work: The hours of work shall be ______ a.m. to _______ p.m., or a total number of _____ hours per week, as shall be set out by the Company from time to time.

(vi) Salary: The Employee’s annual salary shall be Rs___________. Salary will be reviewed _______________. Payment shall be by direct debit into the Employee’s bank account, the account details to be provided by the Employee to the Company on the execution of the within contract.

(vii) Leave: The Employee shall be entitled to paid vacation, personal leave and sick days in accordance with the Organization’s vacation and leave policies for its employees generally, as in effect from time to time. Notwithstanding anything to the contrary contained in such policies, the Employee agrees and accepts that he shall not have the right to encash, seek encashment or carry forward any unutilized leave in a given year. The Employee may however be permitted to carry forward his unutilized leave with the prior approval of the [_______] of the Organization or the person in charge of managing human resources, subject to such conditions as may be imposed by the Organization.


Confidential - for internal circulation only6.[1.] INVENTION ASSIGNMENT RIGHTS

6.1 The Employee agrees to make full and prompt disclosure in writing to the Company of all inventions, improvements, discoveries, methods, developments, software, formulas and works of authorship, whether or not patentable or copyrightable, which are created, made, conceived or reduced to practice by the Employee or under his direction or jointly with others during the employment, whether before or after the Effective Date, whether or not during normal working hours or on the premises of the Company or any of its Affiliates , with the help of the knowledge gained during or from the course of employment, or using the resources available in the Company, (all of which are collectively referred to in this Agreement as “Inventions”). Provided however that, the Employee shall be free to carry on personal projects during his free time and the Company shall not claim ownership of his personal inventions, including codes and technology, provided he has invented them without the help of any machinery of the Company or the idea of any of its employees and at home, with the help of his personal machines.

6.2 All Inventions are developed as “works for hire”. The Employee acknowledges that the intellectual property rights in the Inventions or any other work of the Employee in the course of the employment shall be the proprietary property of the Company, and all rights, title and interests therein shall vest in the Company. The Employee hereby agrees to absolutely and unconditionally assign to the Company (or any Person or entity designated by the Company) all his rights, title and interest in and to all Inventions and all intellectual property rights therein, as and when such Inventions and intellectual property rights are created. Such assignment shall, to the extent permissible by Applicable Law, be automatic, without requiring any further acts by either Party.

6.3 The Employee shall cooperate fully with the Company to enable the Company to procure, maintain and enforce the intellectual property rights in such Inventions and other works. The Employee shall execute all such documents and do such acts as may be reasonably necessary to formalize the assignment (if such documents or acts are required or desirable) of such Inventions and intellectual property rights to the Company (or any other Person designated by the Company), to protect the Company’s rights thereto, and/or to enable the Company to enjoy the full benefits as the owner thereof. This provision shall survive the termination of the Agreement.

7. NON-COMPETITION AND NON-SOLICITATION

7.1 T he Employee hereby undertakes that during the term of his employment with the Company and for a further period of 2 (two) years from the date he ceases to be in the employment of the Company (“Non-Compete Period”), he shall not, as an individual, partner, employee, consultant, shareholder, member, or in association with any Person, except on behalf of the Company, in any manner, directly or indirectly, during the Non-Compete Period:

7.1.1. set up, solicit business on behalf of, render any services to, engage in, guarantee any obligations of, extend credit to, or have any ownership interests or other affiliation, or management or lead responsibility in, any business or other endeavour, (whether directly or indirectly), which is engaged in the same and competitive business as that of the Company (“Competing Business”);

7.1.2. solicit, render services to or for, or accept from, anyone who is a client or customer of the Company (whether present or future), any business of the type performed by the Company;


Confidential - for internal circulation only

7.1.3. interfere or seek to interfere or take such steps as may interfere with the continuance of supplies/services to the Company or any Subsidiary (or the terms relating to such supplies/services) from any suppliers, service providers or sale to any distributor or other customer of the Company or any Subsidiary (existing or future); or

7.1.4. employ as an employee, work with or for, or retain as a consultant any Person, firm, corporation or other form of entity who is then or at any time during the 2 (two) years period prior to the date of the purported solicitation was, an employee, collaborator, designer, marketer of or exclusive consultant to the Company, within the city where the Company is headquartered; or

7.1.5. persuade or attempt to persuade any Person to leave the employment of the Company or to become employed as an employee or be retained as a consultant by any other Person, firm, corporation or other form of entity.

7.2 The Employee hereby acknowledges that the type and periods of restriction imposed in the provisions of this Clause 7 are fair and reasonable and are reasonably required in order to protect and maintain the legitimate business interests and the goodwill associated with the Business.

7.3 The Employee confirms and acknowledges that each of the covenants contained hereinabove shall be a separate covenant and shall be enforceable separately and independently of any of the other covenants against the Employee and its validity shall not be affected if any of the others is invalid; if any of the covenants is void but would be valid if some part of the covenant were deleted the covenant in question shall apply with such modification as may be necessary to make it valid.

7.4 The Employee hereby acknowledges that the restrictions under this Clause 7 are fair and reasonable as to subject matter, geographical scope and duration, and are reasonably necessary to protect the value of the Company and its Affiliates and associated goodwill.

7.5 The Employee further acknowledges that: (i) any breach or threatened or attempted breach of any provision of this Clause 7 by him would cause irreparable harm to the Company; (ii) monetary damages would not be sufficient or adequate to protect the Company’s interests under this Clause 7; (iii) the Company shall, in addition to all other applicable remedies it is entitled to, also be entitled to prevent a breach of this Clause 7, to injunctive relief and/or specific performance of this Clause 7 or other equitable remedies without being required to prove damages or furnish any bond or other security.

7.6 The Employee represents that: (a) he possesses various skill sets which he can deploy once he ceases to be an employee of the Company without breaching the restrictions under this Clause 7; and (b) his experience and knowledge will enable him to earn an adequate living pursuing activities other than in connection with a Competing Business.

8 NOTICES

8.1 All notices and other communications required or permitted to be given under the provisions of this Agreement shall be in writing, in English and shall be deemed to have been effected: (i) (in the case of personal delivery) when delivered, (ii) (in the case of email with return receipt requested) upon the obtaining of a return receipt from the recipient for whom it is intended, provided that a hard copy of such notice or communication is forthwith sent by prepaid post to the relevant address set out below or (iii) (in the case of a


Confidential - for internal circulation onlyletter) 3 (three) days after being dispatched in the post, postage prepaid, by an efficient form of mail available or by registered mail, if available, at the following addresses:

a) If to the Company:

Name : Rubiz Public Limited

Address : [ ]

Attention : Director

Email : [ ]

b) If to the Employee:

(i) Name : Mr. Rahul

(ii) Address: [ ]

(iii) Email : [ ]

8.2 In the event of any changes in the contact information above, the relevant Party may notify the changed information to the other in accordance with this Clause 8.1.

9. CONFIDENTIALITY

9.1 The Employee acknowledges that during the course of his employment with the Company, he will have access to and/or will possess trade secrets and other confidential information of the Company and its suppliers and customers, including the Company’s business plans, intellectual properties, technological and strategic initiatives, marketing programs, details of suppliers and customers, pricing and credit techniques, information concerning dealings, transactions or affairs of the Company or any of its Affiliates, source codes, program codes, software design know-how, research and development activities, private processes, and books and records (collectively, “Confidential Information”). To protect the Confidential Information and the goodwill of the Company and to minimize the legal risks, the Employee undertakes to the Company that he shall not, without the express written permission of the Company, use or disclose (either personally or through an agent or otherwise, directly or indirectly) or allow to be used or disclosed:

9.1.1. any such Confidential Information; or

9.1.2. any trade name used by the Company, or any other name similar to such a trade name.


Confidential - for internal circulation only9.2 In furtherance of Clause 9.1 above, all memoranda, notes, records or other

documents, made or compiled by the Employee or made available to him during the course of his employment, which contain Confidential Information, if in the possession or under the Employee’s control shall be delivered to the Company, or on the Company’s instructions destroyed by the Employee, upon termination of his employment.

9.3 The Employee’s confidentiality obligations under this Clause 9 shall continue in perpetuity except in the following circumstances:

9.3.1. if the Employee is required by any court of law or statutory, regulatory or quasi-judicial authority to disclose any Confidential Information;

9.3.2. if the Confidential Information in question is in the public domain without any breach of this Clause 9 or other confidentiality obligation; and

9.3.3. if the Employee receives the Confidential Information in question from any third party who has obtained the same lawfully.


Confidential - for internal circulation only10. TERMINATION OF EMPLOYMENT

10.1 Termination of Employment for Disability: During the period of his employment, the Employee’s employment may be terminated by the Company at any time by giving prior written notice of 3 (three) months to the Employee upon failure by the Employee to perform his duties hereunder for any reason solely attributable or as a result of physical or mental incapacity (hereinafter referred to as “Disability”), if such Disability continues for more than 3 (three) consecutive months or an aggregate of more than 3 (three) months in any calendar year.

10.2 Termination of Employment for Cause:

10.2.1. Irrespective of the restriction provided in Clause 10.6 below, the Employee’s employment may be terminated for Cause by serving him a notice of termination, immediately upon the completion of the Notice Period.

10.2.2. For purposes of this Agreement, “Cause” shall mean:

10.2.2.1. Employee being Chargesheeted for any offence involving moral turpitude or fraud (“Chargesheeted” under this Agreement means the framing of charges by a court of competent jurisdiction, and shall not include a mere allegation, complaint or the filing of a first information report);

10.2.2.2. gross negligence, proven misconduct or insubordination of the Employee, as reasonably determined by the Board through simple majority and after following principles of natural justice, in connection with the performance of the Employee's duties to the Company;

10.2.2.3. breach by the Employee of any terms of this Agreement or the Company’s policies or other documents or directions of the Company, or of the terms hereof, as reasonably determined by the Board through a simple majority and after following principles of natural justice; and

10.2.2.4. the Employee being declared insolvent under Law or making any composition or entering into any deed of arrangement with his creditors.

10.2.3. Provided however, for Clauses 10.2.2.2 and 10.2.2.3 above, the Employee shall be given full opportunity of being represented and heard by the Board before being served with the notice of termination.


Confidential - for internal circulation only10.3 Termination for Convenience: Subject always to the restrictions provided in Clause

10.6 below, the Company or the Employee may terminate this Agreement by giving a 3 (three) months’ notice of termination to the other Party (such 3 (three) months’ notice period is referred to as “Notice Period”). Termination shall be effective on the last day of the Notice Period unless otherwise agreed by the Company.

10.4 In the event that the notice of termination of this Agreement is given either by the Company or by the Employee, the Company may require the Employee to absent himself from its premises on garden leave and not participate in the working of the Company during the unexpired portion of the Notice Period.

10.5 Death: This Agreement shall automatically terminate immediately in the event of the death of the Employee during the term of the employment, without further obligations except as set forth in Clause 11.

10.6 Termination of employment of the Employee shall always be subject to the decision of the Board. The Board shall decide such termination through a simple majority.

10.7 No notice of termination or letter of resignation shall be given by the Company or the Employee within 1 (one) year from the date of appointment, except for a Cause.

10.8 In case of termination of employment of the Employee by the Company under Clauses 10.1, 10.3 and 10.5 above, the Company shall pay an amount equal to 4 (four) times of the annual salary of the Employee as compensation. Such compensation amount shall not include any other incentives paid to the Employee. The Employee shall receive the said amount, along with any unpaid salary and incentives, as the full and final payment of all his dues and claims and shall not have any further claim in the Company.

11. OBLIGATIONS UPON TERMINATION

11.1 Obligation of the Company: Upon the termination of the Employee’s employment for any reason under this Agreement, the Company shall pay him (or to his spouse or such other person so nominated by him as his nominee, any payments due to him in case of termination due to Employee’s death), at the time of such termination, any amounts which are accrued but unpaid through the date of termination under the terms of this Agreement.

11.2 Obligation of the Employee: As specified in Clause 9.2, all memoranda, notes, records or other documents, made or compiled by the Employee or made available to him during the course of his employment, which contain Confidential Information, shall be handed over to the Company, if in his possession or under his control. Upon termination of the Employee’s employment, the Employee shall relinquish all positions and/or memberships in anybody/committee/association to which he was appointed by virtue of his employment with the Company.

12. G RIEVANCE PROCEDURE; DISPUTE RESOLUTION AND GOVERNING LAW

12.1 Grievance Procedure: The Company is most anxious that legitimate grievances raised by the Employee are expeditiously and fairly resolved. In case of any grievance related to any aspect of employment, the Employee shall discuss it with the Company.

12.2 Settlement of Dispute:


Confidential - for internal circulation only12.2.1 Any dispute or controversy arising out of or relating to this Agreement shall

be settled by arbitration to be held in [ ] in accordance with the Indian Arbitration and Conciliation Act, 1996, in the English language, and shall be heard and determined by an arbitral tribunal composed of a sole arbitrator appointed by the Company.

12.2.2 Such arbitrator shall be a lawyer with at least 4 (four) years of experience and shall also have the experience of working with start-ups. The decision of the arbitrator shall be final, conclusive and binding on the Parties.

12.2.3 The Company shall bear the arbitration fee upto a maximum limit of Rs. 40,000/- (Rupees forty thousand only) and any fee in excess of such amount shall be borne by the Employee.

12.2.4 Notwithstanding the foregoing, nothing contained herein shall be deemed to prevent either Party from seeking and obtaining injunctive and equitable relief from any court of competent jurisdiction without the posting of any bond or other security.

12.3 Governing Law and Jurisdiction: This Agreement shall be construed with, and be governed by, the laws of India without giving effect to the principles of conflicts of laws. Subject to Clause 12.1.1, courts in [ ] only shall have exclusive jurisdiction over all matters arising pursuant to this Agreement.

13. REPRESENTATIONS AND WARRANTIES

13.1. The Employee hereby represents, warrants and confirms that:

13.1.1 he has executed and delivered this Agreement as his free and voluntary act, after having determined that the provisions contained herein are of benefit to him, and that the duties and obligations imposed on him hereunder are fair and reasonable and will not prevent him from earning a comparable livelihood following the termination of his employment with the Company;

13.1.2 he has read and fully understood the terms and conditions set forth herein and the benefits and consequences of entering into this Agreement; and

13.1.3 the execution of this Agreement by him and performance of his obligations, responsibilities and duties hereunder shall not result in the breach of any of his obligations, covenants or undertakings (including any professional, statutory, contractual or fiduciary duties or obligations) to any other Person.


Confidential - for internal circulation only14. REMEDIES

14.1. The Employee acknowledges that the Company will suffer immediate, material, immeasurable, continuing and irreparable damage and may not have adequate monetary remedies if the Employee breaches the terms or conditions of this Agreement. The Employee acknowledges that the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction to prevent the Employee from violating any contractual or legal obligation or to compel performance of the Employee’s obligations hereunder. The Employee agrees that the Company shall not be required to post a bond or other security for seeking injunctive relief. Relief of injunction and/or specific performance shall be in addition to any remedy for damages which the Company may be entitled to.

(viii) Grievance Procedure: The Company is most anxious that legitimate grievances raised by an Employee are expeditiously and fairly resolved. Any member of staff who has a grievance relating to his/her employment should discuss it with the Company.

(ix) Termination for Cause: The Company hopes that it will not become necessary to dismiss an Employee, however, it must be understood that there are certain breaches of Company Rules for which, after the facts have been ascertained, an Employee may be summarily dismissed or suspended, without pay, pending further investigations. In such an event, an Employee will be afforded a full right of representation of his/her case to the Company before a final decision is made. Continued failure to adhere to normal Company requirements, including timekeeping, attendance, job performance, confidentiality in relation to all the Company’s affairs and general conduct will result in an Employee being subject the following procedure:

The Employee will receive a verbal warning.The Employee will receive a first formal written warning advising that continued failure to

improve on the specific aspect of performance will lead to disciplinary action.The Employee will receive a final formal written warning.The Employee will be suspended for a fixed period, without pay.The Employee will be dismissed in the event of it becoming absolutely clear that no, or

insufficient, improvement on the aspect of performance is forthcoming.

At all times the Employer will abide by procedural fairness under current employment legislation when dealing with dismissals from the Company.

(x) Termination without Cause: Notwithstanding anything to the contrary herein contained, the Organization shall be entitled to terminate this Agreement at any time by giving the Employee [3 (three)] months’ notice in writing or payment of his basic salary in lieu thereof, without assigning any reason or without Cause. In the event of termination by the Organization under this clause or in case of a resignation by the Employee as per clause (xiv), the Organization may require the Employee to absent himself from its premises on garden leave and not participate in the working of the Organization during the unexpired portion of the notice period.

(xi) Notice Periods: Staff who wish to terminate their employment with the Company are expected to give the following notice:


Confidential - for internal circulation only All Employees on Probation – 1 week

Employees appointed to Permanent Staff – 1 month

Senior/Management Staff – 2 months

Notwithstanding the foregoing, the Company, may, at its discretion, waive its right to notice.

15.[14.] MISCELLENEOUS

15.1. (xii) Standard of Dress: All The Employees areis expected to conform to an acceptable standard of dress to ensure that the image as presented to customers, colleagues and associates is in keeping with the proper professional approach of the Company.

Where uniform is required dress, no personal additions will be made to the uniform, and it shall be cleaned by the Employee for the duration of their contract.

(xiii) Confidentiality: The Employee will not, during or at any time after the termination of your employment, disclose to any person or persons (except to senior Employees of the Company) nor use for your own benefit any confidential information that you may receive or obtain in relation to the affairs of the Company or its Clients.

(xvi) Non-Competition Agreement: The Employee will not, during the period of his / her employment by or with the Company, and for a period of six (6) months from the date of his / her resignation / termination for any reason whatsoever, directly or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature.

[14.1.] (xvii) Alteration to Terms of Employment: Any alterations in the Regulations regulations of Employment employment affecting staff the Employeeindividually will be notified to the Employee by a letter or memorandum, but any general alteration will be communicated in a Circular circular to be seen by all members of staff.

15.2. Successors and Assigns: This Agreement shall be binding on the successors and assigns of the Company and shall inure to the benefit and be enforceable by and against its successors. With respect to the Employee, this Agreement is personal in nature and the Employee shall not assign this Agreement. The Employee agrees that the Company may assign all rights under the Agreement, provided that, in no event shall such assignment materially vary or extinguish the economic rights available to the Employee under this Agreement, and such rights shall continue to inure to the Employee upon such assignment.

15.3. Entire Agreement: This Agreement contains the entire understanding and agreement between the Parties relating to the subject matter hereof and shall supersede all previous agreements, negotiations and undertakings in respect thereof, and neither this Agreement nor any provision hereof may be waived, modified, amended, changed, discharged or terminated, except by an agreement in writing signed by the party against whom enforcement of any waiver, modification, change, amendment, discharge or termination is sought.


Confidential - for internal circulation only15.4. Counterparts: This Agreement may be executed simultaneously in counterparts,

each of which shall be deemed an original, and all of which, together, shall constitute a single agreement.

15.5. Illegality: If any one or more of the provisions of this Agreement become invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. There shall be substituted for any such provision held invalid, illegal or unenforceable, a provision of similar import reflecting the original intent of the Parties to the extent permissible under Applicable Law.

15.6. Severability: The Employee hereby acknowledges that time and other limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business and affairs of the Company, and in the event that any one or more of such time or other limitations is found to be unreasonable by a court of competent jurisdiction, the Employee hereby agrees and submits to the reduction of said time or other limitation to such an area, period or otherwise as such court may determine to be reasonable. In the event that any restriction or limitation under this Agreement is found to be unreasonable or otherwise invalid in any jurisdiction, in whole or in part, the Employee hereby acknowledges and agrees that such restriction or limitation shall remain and be valid in all other jurisdictions covered by the territorial scope of his obligations hereunder.

15.7. Survival: The provisions of Clause 7 (Non-Competition and Non-Solicitation), Clause 9 (Confidentiality), Clause 11 (Obligations upon Termination), Clause 13 (Representations and Warranties), Clause 14 (Remedies), Clause 15 (Miscellaneous) of this Agreement shall survive the termination of the Employee’s employment with the Company for any reason.

15.8. Waiver: Save and except as otherwise provided in this Agreement, the waiver of any default or breach under this Agreement by any Party shall not constitute a waiver of the right to terminate this Agreement or otherwise exercise rights or remedies for any subsequent default of a similar nature or under any other terms and conditions of this Agreement.

15.9. Variation: No variation of this Agreement shall be binding on any Party, unless such variation is in writing and signed by each Party.

THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS

(xviii) Jurisdiction: Any dispute arising out of or in conjunction with this Agreement shall be referred to the Courts in State of _______.


Confidential - for internal circulation only

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement, on the date mentioned hereinabove.

I agree to be bound by the conditions of employment above.

Signed by Mr. Rahul:

______________________________________

Date:

______________________________________

Signed for and on behalf of The Company:

Signed:

______________________________________

Designation: Director

Date:

______________________________________

In the presence of:

______________________________________

Date:

______________________________________


Confidential - for internal circulation onlySCHEDULE 1

Part ADetails of Remuneration

The remuneration for the Employee effective as on the Effective Date, till revised in accordance with this Agreement would be Rs. [ ]/- (Rupees [ ] only) per month.

The salary structure in respect of the Employee is as follows:-

Part BIncentives Payable to the Employee

In addition to the salary payable to the Employee, other incentives shall be paid to him on a monthly basis, in accordance with the following table:

Incentive Amount (In Rupees)[ ] [ ][ ] [ ][ ] [ ]

The incentives so payable shall be subject to an annual review of the Board and the Board may, at its discretion and upon discussion with the Employee, withdraw or increase any and all such incentives payable to the Employee.

Documents

And - api.ning.comapi.ning.com/.../Employment_Agreement_Rubiz_CEO_v02_20150731.… · Web view“Affiliate” shall mean, in relation to any Person, any entity controlled, directly