Employment
Agreement for Executives
THIS
AGREEMENT (hereinafter referred to as the
"Agreement") made and executed at
[Place] this [Date], by and between [Company's
Name] a company incorporated under the Companies
Act, 1956 and having its registered office at
[address](hereinafter referred to as the
"Company", which expression shall, unless it
be repugnant to the context or meaning thereof,
be deemed to mean and include its successors and
assigns) of the ONE PART AND
[Employee's Name], Indian Inhabitant residing at
[address](hereinafter referred to as the
"Executive", which expression shall, unless it
be repugnant to the context or meaning thereof,
be deemed to mean and include its successors and
assigns) of the OTHER PART.
WHEREAS the Company is
desirous of employing the Executive and the
Executive wishes to accept employment with the
Company,on the terms and subject to the
conditions set forth in this Agreement.
NOW IT IS AGREED BY AND
BETWEEN THE PARTIE HERETO AS FOLLOWS:
1. Employment. The Company
shall employ the executive and the Executive
shall serve the Company, as a (specify the
category of employment/service) of the Company,
with such duties and responsibilities as may be
assigned to the Executive by the President/CEO of
the Company and as are normally associated with a
position of that nature. The Executive shall
devote her best efforts and all of her business
time to the performance of her duties under this
Agreement and shall perform them faithfully,
diligently and competently and in a manner
consistent with the policies of the Company as
determined from time to time by an officer of or
President/CEO of the Company. The Executive shall
report to the General Manager, (specify) Office
of the Company. The Executive whilst working in
the Company shall not engage in activities
outside the scope of her employment if such
activities would detract from or interfere with
the fulfillment of her responsibilities or duties
under this Agreement or require substantial time
or services on the part of the Executive. The
Executive shall not serve as a director (or the
equivalent position) of any company or other
entity and shall not receive fees or any other
remuneration for work performed either within or
outside the scope of her employment without prior
written consent of the President/CEO of the
Company. This consent shall not be unreasonably
withheld.
2. Term of Employment. The
Executive's employment by the Company under this
agreement shall commence on the date of this
Agreement and subject to earlier termination
pursuant to Clause 5 or 7, shall terminate on
(specify date). This Agreement may also be
extended as needed by a written amendment as
discussed in Clause 8.
3. Compensation. As full
compensation for all services rendered by the
Executive to the Company under this Agreement,
the Company shall pay to the Executive the
compensation set forth in Schedule A attached
hereto. This schedule may be amended from time to
time in writing by the Company and the Executive.
4. Fringe Benefits;
Expenses
A. The Executive shall be
entitled to receive all health and pension
benefits, if any, provided by the Company to its
employees generally and shall also be entitled to
participate in all benefit plans, if any,
provided by the Company to its employees
generally.
B. The Company shall
reimburse the Executive for all reasonable and
necessary expenses incurred by her in connection
with the performance of her services for the
Company in accordance with the Company's
policies, upon submission of appropriate expense
reports and documentation in accordance with the
Company's policies and procedures. The Company
will reimburse the Executive for the expenses
involved with her acquisition and
business-related use of a portable cellular
telephone.
C. The Executive shall be
entitled to Three (3) weeks paid vacation
annually, to be taken at times selected by her,
with the prior concurrence of the General Manager
to whom the Executive is to report.
5. Disability or Death
A. If, as the result of any
physical or mental disability, the Executive
shall have failed or is unable to perform her
duties for a period of Sixty (60) consecutive
days, the Company may, by notice to the Executive
subsequent thereto, terminate her employment
under this Agreement as of the date of the notice
without any further payment or the furnishing of
any benefit by the Company under this Agreement
(other than accrued and unpaid basic salary and
commissions and expenses and benefits which have
accrued pursuant to any plan or by law).
B. The term of the
Executive's employment under this Agreement shall
terminate upon her death without any further
payment or the furnishing of any benefit by the
Company under this Agreement (other than accrued
and unpaid basic salary and commissions and
expenses and benefits which have accrued pursuant
to any plan or by law).
6. Noncompetition;
Confidential Information; Inventions
A. During the term of the
Executive's employment under this agreement, the
Executive shall not, directly or indirectly,
engage or be interested (as a stockholder,
director, officer, employee, salesperson, agent,
broker, partner, individual proprietor, lender,
consultant, or otherwise), either individually or
in or through any person (whether a corporation,
partnership, association, or other entity) which
engages anywhere in India in a business which is
conducted by the Company on the date of
termination of her employment, except that she
may be employed by an affiliate of the Company
and hold not more than 2% of the outstanding
securities of any class of any publicly held
company which is competitive with the business of
the Company.
B. The Executive shall not,
directly or indirectly, either during the term of
the Executive's employment under this Agreement
or thereafter, disclose to anyone (except in the
regular course of the Company's business or as
required by law), or use in any manner, any
information acquired by the Executive during her
employment by the Company with respect to any
clients or customers of the Company or any
confidential or secret aspect of the Company's
operations or affairs unless such information has
become public knowledge other than by reason of
actions (direct or indirect) of the Executive.
Information subject to the provisions of this
paragraph shall include, without limitation:
(i) procedures for computer
access and passwords of the Company's clients and
customers, program manuals, user manuals, or
other documentation, run books, screen, file, or
database layouts, systems flowcharts, and all
documentation normally related to the design or
implementation of any computer programs developed
by the Company relating to computer programs or
systems installed either for customers or for
internal use;
(ii) lists of present
clients and customers and the names of
individuals at each client or customer location
with whom the Company deals, the type of
equipment or computer software they purchase or
use, and information relating to those clients
and customers which has been given to the Company
by them or developed by the Company, relating to
computer programs or systems installed;
(iii) lists of or
information about personnel seeking employment
with or who are employed by the Company;
(iv) prospect lists for
actual or potential clients and customers of the
Company and contact persons at such actual or
potential clients and customers;
(v) any other information
relating to the Company's research, development,
inventions, purchasing, engineering, marketing,
merchandising, and selling.
C. The Executive shall not,
directly or indirectly, either during the term of
the Executive's employment under this Agreement
or for a period of One (1) year thereafter,
solicit, directly or indirectly, the services of
any person who was a full-time employee of the
Company, its subsidiaries, divisions, or
affiliates, or solicit the business of any person
who was a client or customer of the Company, its
subsidiaries, divisions, or affiliates, in each
case at any time during the past year of the term
of the Executive's employment under this
Agreement. For purposes of this Agreement, the
term "person" shall include natural
persons, corporations, business trusts,
associations, sole proprietorships,
unincorporated organizations, partnerships, joint
ventures, and governments, or any agencies,
instrumentalities, or political subdivisions
thereof.
D. All memoranda, notes,
records, or other documents made or composed by
the Executive, or made available to her during
the term of this Agreement concerning or in any
way relating to the business or affairs of the
Company, its subsidiaries, divisions, affiliates,
or clients shall be the Company's property and
shall be delivered to the Company on the
termination of this Agreement or at any other
time at the request of the Company.
E. (i) The Executive hereby
assigns and agrees to assign to the Company all
her rights to and title and interest to all
Inventions, and to applications for Indian and
foreign patents and Indian and foreign patents
granted upon such Inventions and to all
copyrightable material or other works related
thereto.
(ii) The Executive agrees
for herself and her heirs, personal
representatives, successors, and assigns, upon
request of the Company, to at all times do such
acts, such as giving testimony in support of the
Executive's inventorship, and to execute and
deliver promptly to the Company such papers,
instruments, and documents, without expense to
her, as from time to time may be necessary or
useful in the Company's opinion to apply for,
secure, maintain, reissue, extend, or defend the
Company's worldwide rights in the Inventions or
in any or all Indian patents and in any or all
patents in any country foreign to the Indian, so
as to secure to the Company the full benefits of
the Inventions or discoveries and otherwise to
carry into full force and effect the text and the
intent of the assignment set out in Clause 6E(i)
above.
(iii) Notwithstanding any
provision of this Agreement to the contrary, the
Company shall have the royalty-free right to use
in its business, and to make, have made, use, and
sell products, processes, and services to make,
have made, use, and sell products, processes, and
services derived from any inventions,
discoveries, concepts, and ideas, whether or not
patentable, including, but not limited to,
processes, methods, formulas, and techniques, as
well as improvements thereof and know-how related
thereto, that are not inventions as defined
herein, but which are made or conceived by the
Executive during her employment by the Company or
with the use or assistance of the Company's
facilities, materials, or personnel. If the
Company determines that it has no present or
future interest in any invention or discovery
made by the Executive under this paragraph, the
Company shall release such invention or discovery
to the Executive within Sixty (60) days after the
Executive's notice in writing is received by the
Company requesting such release. If the Company
determines that it does or may in the future have
an interest in any such invention or discovery,
such information will be communicated to the
Executive within the 60-day period described
above.
(iv) For purposes of this
Clause 6E, "Inventions" means
inventions, discoveries, concepts, and ideas,
whether patentable or not, including, but not
limited to, processes, methods, formulas, and
techniques, as well as improvements thereof or
know-how related thereto, concerning any present
or prospective activities of the Company with
which the Executive becomes acquainted as a
result of her employment by the Company.
F. The Executive
acknowledges that the agreements provided in this
Clause 6 were an inducement to the Company
entering into this Agreement and that the remedy
at law for breach of her covenants under this
Clause 6 will be inadequate and, accordingly, in
the event of any breach or threatened breach by
the Executive of any provision of this Clause 6,
the Company shall be entitled, in addition to all
other remedies, to an injunction restraining any
such breach.
7. Termination. The Company
shall have the right to terminate this Agreement
and the Executive's employment with the Company
for cause. For purposes of this Agreement, the
term "cause" shall mean:
A. Any breach of the
Executive's obligations under this Agreement;
B. Fraud, theft, or gross
malfeasance on the part of the Executive,
including, without limitation, conduct of a
felonious or criminal nature, conduct involving
moral turpitude, embezzlement, or
misappropriation of assets;
C. The habitual use of
drugs or intoxicants to an extent that it impairs
the Executive's ability to properly perform her
duties;
D. Violation by the
Executive of her obligations to the Company,
including, without limitation, conduct which is
inconsistent with the Executive's position and
which results or is reasonably likely to result
(in the opinion of the President of the Company)
in an adverse effect (financial or otherwise) on
the business or reputation of the Company or any
of its subsidiaries, divisions, or affiliates;
E. The Executive's failure,
refusal, or neglect to perform her duties
contemplated herein within a reasonable period
under the circumstances after written notice from
the General Manager, or the President of the
Company, describing the alleged breach and
offering the Executive a reasonable opportunity
to cure same;
F. Repeated violation by
the Executive of any of the written work rules or
written policies of the Company after written
notice of violation from the General Manager or
the President of the Company;
G. Breach of standards
adopted by the Company governing professional
independence or conflicts of interest.
If the employment of the
Executive is terminated for cause, the Company
shall not be obligated to make any further
payment to the Executive (other than accrued and
unpaid base salary and commissions and expenses
to the date of termination), or continue to
provide any benefit (other than benefits which
have accrued pursuant to any plan or by law) to
the Executive under this Agreement.
8. Miscellaneous
A. This Agreement shall be
governed by and construed in accordance with
Indian laws, applicable to agreements made and
performed in Indian, and shall be construed
without regard to any presumption or other rule
requiring construction against the party causing
the Agreement to be drafted.
B. This agreement contains
a complete statement of all the arrangements
between the Company and the Executive with
respect to its subject matter, supersedes all
previous agreements, written or oral, among them
relating to its subject matter, and cannot be
modified, amended, or terminated orally.
Amendments may be made to this Agreement at any
time if mutually agreed upon in writing.
C. Any amendment, notice,
or other communication under this Agreement shall
be in writing and shall be considered given when
received and shall be delivered personally or
mailed by Registered AD Post with, Return Receipt
to the parties at their respective addresses set
forth below (or at such other address as a party
may specify by notice to the other): (specify
addresses)
D. The failure of a party
to insist upon strict adherence to any term of
this Agreement on any occasion shall not be
considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.
Any waiver must be in writing.
E. The invalidity or
unenforceability of any term or provision of this
Agreement shall not affect the validity or
enforceability of the remaining terms or
provisions of this Agreement which shall remain
in full force and effect and any such invalid or
unenforceable term or provision shall be given
full effect as far as possible. If any term or
provision of this Agreement is invalid or
unenforceable in one jurisdiction, it shall not
affect the validity or enforceability of that
term or provision in any other jurisdiction.
F. This Agreement is not
assignable by either party except that it shall
inure to the benefit of and be binding upon any
successor to the Company by merger or
consolidation or the acquisition of all or
substantially all of the Company's assets,
provided such successor assumes all of the
obligations of the Company, and shall inure to
the benefit of the heirs and legal
representatives of the Executive.
| By: |
By: |
______________________________
(Name and Title of Employer) |
______________________________
(Name of Employee) |
(Name of Company)
("The Company") |
("Executive") |
|
