PROPRIETARY RIGHTS AND NON DISCLOSURE AGREEMENT This Proprietary Right and Non Disclosure Agreement (the “Agreement”) “Agreement”) is made and effective from ……………(Date) ……………(Date) BETWEEN
(The “Employee”)
&
EVOLVE IT SOLUTIONS PVT. LTD. with its office located at: S-178 MIDC Bhosari Pune 411026
(The“Company”)
In consideration of employment by the Company and disclosure by Company of confidential and trade secret information, information, and as condition of continued employment, employment, the Employee agrees as follows: 1. PROPRIETARY RIGHTS / OWNERSHIP AND NON DISCLOSURE
The employee acknowledges that all Proprietary Information, as defined below, is the exclusive property of the Company or the party that disclosed or delivered the same to the Company. Specifically, Employee Employee agrees that all Proprietary Information developed as a direct or indirect result of the Employee’s efforts during any period of employment with the Company shall be and shall remain the exclusive property of the Company, and the Employee shall have no ownership interest therein. To the extent Employee may have any interest in such developed Proprietary Information, while in employment and thereafter the Employee assigns such interest to the Company. The Employee shall not in any time, while employed by the Company or thereafter use or disclose, directly or indirectly, any of the Proprietary Information of the Company, as defined below, except as authorized by the Company in connection with Employee’s assigned duties. 2. DEFINITIONS
“Proprietary information” information” includes, but not limited to, technology (whether patented or not), systems, tools and techniques, technical know-how and processes, hardware and software design details, circuits, software, source code, object code, trade secrets, information relating to accounting, cost, research and development, marketing strategies, strategies, sales, pricing information, proposals, client lists, customer lists, business plans, policies, procedures and other similar items. The said proprietary information information may may belong to the Company or to others with whom the Company has a business relationship.
3. RECORDS
All documents, papers and records of every kind (written or recorded), whether originals, copies or reproductions and whether prepared by you or by others, relating to the business, processes and finances of the Company shall be the sole and exclusive property of the Company. You will not remove any of the materials and will not at any time, give or disclose such materials to any unauthorized person or entity. Upon separation, you will return to the Company all such materials including copies. 4. ENFORECEMENT
The Employee agrees that if he/she commits a breach of any of the provisions of this agreement, the Company shall have the right to enforce this agreement in any court having equity jurisdiction. The Employee acknowledges and agrees that any such breach of this agreement will cause irreparable injury to the company and the money damages will not provide an adequate remedy to the Company. The Employee agrees that, in addition, to any other remedies or rights, the Company shall have the right to obtain an injunction to force terms of this agreement. 5. NON COMPETITION ON SEPARATION
In the event of your separation from the Company for whatever reason, for a period of one year thereafter (except with the written approval of the Company) you will not solicit business in competition with the Company nor pass information to a third party that may result in the same effect, from any organization which is, at the date of separation, a client or a prospect with whom negotiations are underway, neither will you in competition offer or supply products or services which compete with those products or services offered by the Company or its group Companies. 6. NON SOLICITATION Until one year after the termination of employment with the Company, Employee will not solicit or otherwise encourage other employees of the Company to leave the Company’s employment. 7. PREVIOUS EMPLOYER Employee represents that the Employee’s performance, as an Employee of the Company will not breach any employment agreement or any agreement to keep in confidence any trade secret, confidential or proprietary information of a former employer. Employee has not brought any trade secrets, confidential or proprietary information of a former employer to the Company. Employee will not disclose nor use in the performance of Employee’s work with the Company any trade secrets, confidential or authorization for the former employer.
8. GOVERNING LAW AND JURISDICTION
This Agreement is entered into under the laws of India and shall be governed by the laws of such country Even though the Company may depute the Employee anywhere in India or overseas, the jurisdiction concerning the Employees present employment will be with the courts in Pune, which the Employee undertake not to contest. 9. BINDING AGREEMENT
If a court finds a portion of this Agreement unenforceable, such finding shall not affect enforcement of other portions of this Agreement. Any portion found to be unenforceable shall be construed to be reformed to extend as for is enforceable. This Agreement shall be binding upon and incur to the benefits of and may be enforced by the successor and assigns of the Company. For Evolve IT Solutions Pvt. Ltd.
Shilpi Sethi Director
I have read, understood and agree to the above. Signature: __________________________ Name: __________________________ Date: __________________________
Witness 1
Witness 2
Signature: _________________
Signature: _________________
Name: _________________
Name: _________________
