Employment Termination and Settlement Agreement

8/6/2019 Employment Termination and Settlement Agreement

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EMPLOYMENT TERMINATION AND SETTLEMENT AGREEMENT

This Employment Termination and Settlement Agreement (the Agreement) is made and entered into as of []the ( Effective Date ) by and between [insert name] (the Executive ) residing at [insert address] and [insertname], having its registered office at [insert address] (the Company ). The Parties shall mean the Companyand the Executive collectively, and " Party " shall mean either of them individually.

RECITALS:

A. The Executive is one of the promoters of the Company and is employed by the Company since [] asManaging Director.

B. The Executive is terminating his employment with the Company effective [] (the EmploymentTermination Date ).

C. The Company and the Executive desire to set forth herein their mutual agreement with respect to allmatters relating to (i) The Executives termination of employment as Managing Director; andExecutives release of claims and dues, all upon the terms set forth herein.

NOW, THEREFORE , for and in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

1. Termination of Executives Employment

1.1.The Executive hereby confirms having tendered his notice of resignation as managing Director to theCompany on [] (a copy of which is attached as Exhibit A) and the Company hereby acknowledges andaccepts the same, subject to and in accordance with the terms of this Agreement. The Executive hastendered his resignation from the Board of Directors (a copy of which resignation is attached as ExhibitB).

1.2. Effective as of the Employment Termination Date, the Executive shall no longer hold the position of Managing Director with the Company. The Parties herein agree that this Agreement relates solely toExecutives status as an employee and not as a promoter/shareholder of the Company. The Executivesemployment as Managing Director with the Company will continue until the close of business on the

Employment Termination Date, at which time his employment with the Company shall terminate.Following the Employment Termination Date, the respective rights and obligations of the Parties shall begoverned by the terms of this Agreement.

2. Remuneration & Payment of Dues

2.1. The Company confirms that it shall pay the Executive his normal basic salary and/ or Executives bonus(subject to taxes) due and payable from [] up until the Employment Termination Date in accordance

with the Settlement Terms and conditions prescribed in Schedule-I.

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4.2. The Executive shall not, without the prior written consent of the Company, disclose or use or makeavailable for anyone any Confidential Information until such time as the Confidential Information isgenerally published or is available to the general public not through the Executives breach of confidentiality obligations; provided, however, that Confidential Information shall not include anyinformation known generally to the public (other than as a result of unauthorized disclosure by the

Executive).

5. Intellectual Property Rights

5.1. The results and proceeds developed, created or generated during the term of the Executives employmentwith the Company, whether or not developed, created or generated during normal business hours andwhether conceived or developed alone, jointly or with others, including any and all inventions,developments, creative works, know-how and useful ideas of any description whatsoever and any works

in progress (collectively, Inventions ), shall to the fullest extent permitted by law be deemed to beworks made by an employee under a contract of employment and the Company shall be deemed the soleowner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in

perpetuity in any manner the Company determines in its sole discretion without any further payment tothe Executive whatsoever. If, for any reason, any of such Inventions does not accrue to the Companyunder the preceding sentence, then the Executive hereby irrevocably assigns and agrees to quit, claim anyand all of his right, t itle and interest thereto, including, without limitation, any and all copyrights, patents,trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Companyshall have the right to use the same in perpetuity throughout the universe in any manner the Companydetermines without any further payment to the Executive whatsoever. The Executive shall, from time totime, as may be reasonably requested by the Company, do any and all things which the Company maydeem useful or desirable to establish or document the Companys exclusive ownership of any and allrights in any such results and proceeds, including, without limitation, the execution of appropriatecopyright and/or patent applications or assignments. To the extent the Executive has any rights in theresults and proceeds generated during his employment with the Company that cannot be assigned in themanner described above, the Executive unconditionally and irrevocably waives the enforcement of suchrights.

6. Non-Solicitation and Non-Compete Restrictions

6.1. The Executive recognizes and acknowledges that during the employment with the Company, theExecutive had access to, learnt, was provided with and, in some cases, prepared and created certainConfidential Information, all of which is of substantial value to the Company and/or its affiliates. TheExecutive further recognizes that he may have had substantial contacts with customers, clients, investors,consultants and strategic partners of the Company and/or its affiliates and hereby acknowledges afiduciary and Confidential relationship existed between the Executive and the Company and/or itsaffiliates by reason of the Executive having received any proprietary information and been privy toclient, which would give him an advantage in attracting the Company and/or its affiliates clients,customers or employees. In light of the foregoing, for the period of 24 (twenty four) months from the

Employment Termination Date or date he ceases to be Shareholder, whichever is later, the Executiveshall not:

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6.1.1. for any business, either on his own or on behalf of or through any other person, business, enterprise or entity, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert, encourage or appropriate, any investors, clients, strategic partners or customers (referred to collectively herein asClients ) of the Company and/or its affiliates who were (a) Clients at the time of EmploymentTermination Date or during the one (1) year period prior to the Employment Termination Date, or (b)

prospective clients at the time of Employment Termination Date with respect to which the Companyand/or its affiliates have developed or made a marketing or sales presentation within the one (1) year

period prior to the Employment Termination Date; or

6.1.2. either on his own or on behalf of or through any person, business, enterprise or company, directly or indirectly, employ or retain, or knowingly permit any person, business, enterprise or company directly or indirectly controlled by the Executive to employ or retain, or solicit, entice, encourage or persuade or attempt to solicit, entice, encourage or persuade to leave the services of the Company and/or its affiliates

for any reason, any other employee of the Company or its affiliate;

6.1.3. either on his own or on behalf of or through any person, business, enterprise or company, directly or indirectly, engage in any projects identical or similar to those he was involved with at the time of employment with the Company, however subject to this 24 month period.

6.2. The Executive acknowledges that based on his unique skills, position and exposure to Confidential

Information, the breach, or threatened breach, by him/her of the provisions of this Clause shall cause

irreparable harm to the Company and/or its affiliates, which harm cannot be fully redressed by the payment of damages to the Company and/or its affiliates. The Executive acknowledges that the scopeand duration of the non-competition and non-solicitation provisions are reasonable. If, at the time of enforcement of this Agreement, an arbitral tribunal or court holds that the restrictions stated herein areunreasonable under circumstances then existing, the Company and the Executive agree that themaximum duration and scope reasonable under such circumstances shall be substituted for the duration,scope or area stated herein.

7. Cooperation Following Termination

7.1. The Executive agrees that, following his termination of employment effective the EmploymentTermination Date, he has made and shall if required in the next [] months from the EmploymentTermination Date, put in all efforts for orderly transition of such work to such other employees asdesignated by the Company. The Executive further agrees that during and following the termination of the employment he shall cooperate fully with the Company as to any and all claims, controversies,disputes or complaints over which he had any knowledge or that may relate to the Executive or hisemployment thus far with the Company; provided, however, that the Executive shall be reimbursed bythe Company for any reasonable pre-approved out-of-pocket expenses incurred pursuant to his dutiesunder this Clause . Such cooperation includes, but is not limited to, providing the Company with all

information known to him related to such claims, controversies, disputes or complaints and appearingand giving testimony in any forum.

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7.2. Each of the Parties agree and covenant to the other Party that they shall not orally, in writing or by other means disparage any of the other Parties or tarnish or attempt to tarnish the image of the Parties. Each of the Parties shall comply with their obligations in this regard, in good faith.

8. Binding Agreement

8.1. The Agreement shall mean this Agreement including any Annexures and Schedules attached to thisAgreement. The Agreement shall be binding upon and inure to the benefit of the Parties hereto, their heirs, personal representatives, successors and assigns. In the event that the Company is acquired, is anon surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not beterminated and the transferee or surviving company shall be bound by the provisions of this Agreement.The Executives obligations under the Agreement with the Company shall continue to be valid even after acquisition or merger or transfer of the Company. The obligations of the Executive are personal in natureand cannot be assigned by the Executive to any other party.

IN WITNESS WIREOF, EACH OF THE PARTIES HERETO HAS CAUSED THIS AGREEMENT TOBE DULY EXECUTED AND DELIVERED UNDER SEAL, BY ITS AUTHORIZED OFFICERS OR INDIVIDUALLY, AS OF THE DATE FIRST ABOVE WRITTEN.

S IGNED FOR AND ON BEHALF OF SIGNED BY : THE E XECUTIVE[insert name of the Company] M R . [insert name]

___________________________ ___________________________

Signature :

__________________________

Signature :

___________________________

Name :

___________________________

Date:

___________________________

Designation :

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Schedule-I

Settlement Terms and Conditions

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Documents

Employment Termination and Settlement Agreement