Dear ________________________ Sub: Employment Agreement and Terms & Conditions thereof
We are pleased to offer you employment in our company, Fyle Technologies Private Limited (“Company”), as ____________________. The terms and conditions of your employment with the Company are set forth below:
1. Joining Date
1.1. Subject to your acceptance of the terms and conditions contained herein, your appointment as ________________ in our _________ department shall commence on _____________.
1.2. Your role and responsibilities will be determined by the Company and your supervisors, from time to time and without prejudice to the same, you shall at all times perform your duties and functions commensurate with your position/ designation in the Company.
2. Background Verification
2.1. As part of its policy, Company reserves the right to verify the background of all its new hires. You agree and authorise the Company to conduct such background verification, including with appropriate authorities, as is necessary to enable to verify the information contained in your application form and / or your resume being true and accurate, including (but not limited to) your educational and professional qualifications and that you do not hold any criminal convictions or if criminal actions are pending against you. You acknowledge and agree that a negative outcome of such background verification will result in the termination of your employment with the Company. In such a case, you will not be entitled to the period of notice, or pay in lieu of notice, set forth in Clause 6.3.
3.1. You shall initially be under probation for a period of 3 months from the Joining Date, which may be extended at the reasonable discretion of the management of the Company (“Probationary Period”). The decision of the management of the Company in this regard will be final and binding on you. If the period of probation has not been extended, then your appointment shall be deemed to have been confirmed even though no intimation is given to you in writing to that effect.
4. Salary 4.1. Details of your eligible annual cost-to-company (“CTC”) are described in Annexure A. The CTC is
inclusive of all perquisites and benefits you are entitled to as per the Company’s policy and applicable
law. Applicable taxes and statutory deductions shall be deducted from your monthly salary.
4.2. The Company will also reimburse you for reasonable expenses incurred in the course of your employment, and proper performance of your duties subject to the production by you of valid receipts and subject to you complying with the procedure for reimbursement approval as per Company’s policies.
4.3. You will be eligible for annual appraisal/ increment as per Company policies.
5.1. Your normal place of work shall be at the Company’s office at Bengaluru, but the Company reserves the right to transfer you to any of its other offices or to that of its affiliates, either within or outside India. Additionally, you may be expected to travel both within and outside India, in connection with performance of your duties, from time to time.
6. Termination and its consequences:
6.1. During the Probationary Period your employment may be terminated forthwith without assigning any reason. For the avoidance of doubt, if your employment is terminated during the Probationary Period, you will not be entitled to the period of notice, or pay in lieu of notice, set forth in Clause 6.3.
6.2. At any time during your employment, the Company shall have the right to terminate your employment for the following causes, without any notice:
a) in case of any misconduct/ gross negligence/ fraud/ embezzlement, theft or commission of a crime involving moral turpitude by you (whether involving the Company or otherwise),
b) in the event you remain absent for more than 5 days without prior written permission from the Company, in which case the Company would assume that you have voluntarily abandoned your employment and your employment with the Company shall stand terminated with immediate effect,
c) in the event of a material breach of the terms of this Agreement by you,
d) in the event of your misrepresentation under this Agreement,
e) in case of your failure to perform your duties and obligations as per the terms of this Agreement
to the satisfaction of the Company,
f) in case of any physical disability/ incapacitation to you, due to which you remain absent from work
or are unable to perform work, for more than 30 (Thirty) days.
6.3. Post the Probationary Period and without prejudice to Clause 2.1, your employment may be terminated without assigning any reasons by (i) you, after giving 1 (One) months’ written notice to the Company (ii) by the Company, after giving 1 (One) months’ written notice or salary in lieu thereof to you.
6.4. Consequences of Termination:
6.4.1.The termination of your employment with the Company shall be without prejudice to any accrued rights or remedies of the parties. However, in case of any termination, no further rights or payments shall accrue to you, unless the same is required to be made by the Company as per applicable laws.
6.4.2.On the termination of your employment with the Company (howsoever arising), you shall immediately return, to the Company, (i) all Confidential Information/ material/ notes (whether on electronic, paper or any other format) of the Company, (ii) property, documents, materials belonging to the Company or relating to the business and affairs of the Company or of any of its clients, which may have come into your possession in anyway, during the course of your services to the Company.
6.4.3.You agree to fully cooperate with the Company in all matters relating to the execution or completion of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any termination of your employment.
7. Intellectual Property & Confidentiality:
7.1. All intellectual property including but not limited to copyrights, design rights, trade marks, patents in or to any literary or artistic works, innovations on processes, methodologies, applications developed by you during the course of your employment with the Company, shall be deemed as “works for hire” and will constitute absolute property of the Company and you agree to treat such intellectual property as confidential and proprietary and use such information solely for the benefit of the Company and shall not lay claim on any such intellectual property. All such rights shall be irrevocably assigned to the Company and if required by the Company, you shall enter into and execute an intellectual property assignment agreement with the Company stating that the ownership of such intellectual property rights belong solely and exclusively to the Company.
7.2. You will acquire and have access to Confidential Information (howsoever recorded) relating to the Company, or its Affiliates, (together “Fyle”) and their businesses, during the course of your employment in the Company, which you acknowledge and understand that is the valuable property of the Company/ affiliates and/or their customers and is critical to the business of the Company.
For the purposes of this Agreement: “Confidential Information” shall include without limitation, (i) all solution designs, positioning of applications, business proposals to customers, source code developed during implementations of software, any drawing, flowcharts, specifications, customers business practices, trade information, marketing and sales plans, business development plans, competitive analyses, benchmark test results, business and financial plans or forecasts, non-public financial information, agreements, and customer and employee lists, (ii) any other information or material which relates to Fyle inventions, technological developments, "know-how", purchasing, accounting, merchandising, or licensing, and (iii) any information of the type described above which Fyle has a legal obligation to treat as confidential, or which Fyle treats as proprietary or designates as confidential, whether owned or developed by Fyle or otherwise, but shall not include information known publicly or generally employed in the trade, or generic knowledge that you may have acquired in the course of any similar employment elsewhere. “Affiliate” of the Company means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with the Company. “Person” includes (a) any corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual
7.3. You agree that you will observe strict secrecy as to the affairs and dealings of the Company and shall not during your employment and for a period of three (3) years post termination of your employment, without the prior written consent of the Company, make use of or divulge any such Confidential Information to any person, other than for the purposes of performance of your duties as per this Agreement.
7.4. You must use the Company’s property solely for the purposes authorized by the Company.
8.1. Without prejudice to any other provisions of this Agreement, you hereby agree to indemnify, defend and hold the Company, its affiliates, directors, officers, employees and representatives, harmless from and against any and all losses, liabilities, damages, costs, penalties, interests on any amounts or expenses (including reasonable attorney fees) suffered by such party arising out of or in connection with any breach by you of the terms, obligations or covenants contained in this Agreement including a breach of the provisions of Clause 7 above.
8.2. The indemnification rights of the Company under this Agreement are independent of, and in addition to, other rights and remedies it may have under applicable law or in equity or otherwise.
9. Other Terms:
9.1. You are expected to diligently carry out, to the best of your ability, all duties and responsibilities, which may be entrusted to you by the Company, from time to time.
9.2. You will act in the best interests of the Company at all times and not do anything to the prejudice of the Company.
9.3. You will devote the whole of your time, attention and abilities to the business and affairs of the Company;
9.4. You will not, under any circumstances, whether directly or indirectly, undertake any other duties of whatever kind for any other person, firm, business or company, during your hours of work in the Company.
9.5. You will not accept gifts or other favours from any person or entity with whom/ which the Company has business dealings, other than with the prior written consent of the Company.
9.6. You may be required to work in shift system as may be intimated to you from time to time.
9.7. You shall be entitled to such number of leaves/ holidays as per the policies of the Company.
9.8. You represent and warrant to the Company that you are not under any restriction or obligation which prevents you from freely entering into this Agreement.
9.9. You will, in the course of your employment with the Company, abide by the Company’s policies, regulations and rules, including the Company’s code of ethics and business conduct, as may be amended by the Company from time to time, and must familiarize yourself with the same.
9.10. In the event that any particulars/ details furnished by you to the Company during the recruitment process is found to be incorrect or false, or you are found to have withheld any material particulars about yourself or your qualifications, the Company shall forthwith terminate your employment without notice.
9.11. You will keep the Company informed in writing of any changes in your address, failing which any notice/ letter sent to your address mentioned above, shall be sufficient for the purposes of this Agreement.
9.12. You will not, during the term of your employment or thereafter, make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, services, products, or conduct of the Company, its employees, directors, officers, shareholders, or agents
10. Non-solicitation and Non-compete
10.1. Whenever used in this Clause 10, the following terms shall have the meanings respectively assigned to them in this Clause.
(i) “Affiliate” shall have the meaning set forth in Clause 7.2.
(ii) “Association” shall mean the relationship of a Person to another Person, whether as an officer, director, manager, full-time or part-time employee, consultant, independent contractor, commissioned sale representative, broker, or agent.
(iii) “Competing Business” shall mean a Person (other than the Company) that provides Services.
(iv) “Customer” shall mean any Person to whom or to which the Company has provided any Services or made a proposal to provide Services within the past twelve (12) months.
(v) “Non-Compete Period” shall mean the period commencing with the date of this Agreement and ending one (1) year from the date of your termination of employment.
(vi) “Person” shall have the meaning set forth in Clause 7.2.
(vii) “Services” shall mean expense management software or application(s).
10.2. By entering into this Agreement, you hereby covenant and agree to each and all of the following:
10.2.1. Solicitation of Customers: During the Non-Compete Period, you hereby covenant and agree not to solicit, either directly or through an Affiliate, any Person that is a Customer for purposes of offering such Person Services provided by a Competing Business.
10.2.2. Solicitation of Employees: During the Non-Compete Period, you hereby covenant and agree not to (a) employ, either directly or through an Affiliate, any current employee of the Company or any individual who was an employee of the Company during the preceding twelve (12) months, and (b) solicit, or contact in any manner that could reasonably be construed as a solicitation, either directly or through an Affiliate, any employee of the Company for purposes of encouraging such employee to leave or terminate his or her employment with the Company.
10.2.3. Solicitation of Vendors: During the Non-Compete Period, you hereby covenant and agree not to solicit, either directly or through an Affiliate, any current vendor, supplier, or independent contractor of the Company for purposes of encouraging such vendor, supplier, or independent contractor to cease or diminish providing products or services to the Company, or to adversely change the terms under which such current vendor, supplier, or independent contractor provides such products or services.
10.2.4. Non-Competition: As you shall have access to the Company Confidential Information during the term of your employment and during the Non-Compete Period, you hereby covenant and agree not to engage in or receive any financial benefit from any Competing Business, whether as an employer, proprietor, partner, shareholder, investor, director, officer, employee, consultant, agent or otherwise.
10.3. You hereby agree that the covenants and restrictions in this Section 10 are reasonable in their terms and do not impose any undue hardship on your current or future employment prospects. You further agree that if the laws applicable to the provisions set forth in this Section 10 should change, or if any court of competent jurisdiction should hold any term or provision of this Section 10 invalid or unenforceable, then there shall be substituted in the place of such changed, invalid, or unenforceable term or provision a new term or provision that most nearly fulfills or promotes the purpose and intention of this Section 10 and is consistent with such law or judicial pronouncement. The consideration under this Agreement is adequate consideration for giving the various undertakings under this including this Section 10. No additional consideration is payable now or in future for the obligations undertaken under this Section 10.
11.1. This Agreement and all disputes and claims arising out of or in connection with this Agreement, shall be governed by, and construed in accordance with Indian law.
11.2. Any disputes or differences arising under, relating to or connected with this Agreement shall be resolved by final and binding arbitration in India under the Indian Arbitration and Conciliation Act, 1996 and rules thereunder. The arbitration proceedings shall be in English and conducted by a sole arbitrator appointed by the Company. Judgments upon the final decisions rendered by the arbitrator may be entered in any court of competent jurisdiction. The seat and venue of arbitration shall be Bengaluru, India.
11.3. If any provision of this contract of employment is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this contract of employment but without invalidating any of the remaining provisions of this Agreement.
Please sign this letter, as token of your acceptance of the terms and conditions, annexures detailed in this Agreement.
We welcome you to our Company and wish you a long and successful career with our Company.