HR · Internal use — fill amber fields, then print
PRO PHYSIOBelieve you can
Strictly private & confidentialEmployment letter

Letter of Offer of Employment

Pro Physio Healthcare Pvt Ltd · Registered office: No 52/1, 10th Main, 17th Cross, Malleswaram West, Bengaluru, Karnataka 560055, India

⚠ Amber fields are editable — click to fill in candidate details before printing. They print as clean underlined text.

To,
Candidate name
Address line 1
Address line 2, City, PIN

Dear Candidate name,

Sub: Letter of offer of employment with Pro Physio Healthcare Pvt Ltd ("Employment Letter")

We are pleased to offer you employment for the position of 'Designation' at Pro Physio Healthcare Pvt Ltd (the "Company"), a company incorporated under the laws of India, with effect from Joining date (the "Joining Date"), in accordance with the terms and conditions set out below.

Please find enclosed your Terms of Employment ("Terms and Conditions"), annexed as Annexure I, and the Employee Invention Assignment and Confidentiality Agreement, annexed as Annexure II. Kindly sign the duplicate copy confirming your acceptance and return it to us within 7 (seven) days, failing which this offer shall be deemed withdrawn. We reserve the right to withdraw this offer before your acceptance without assigning reasons. This offer is subject to background checks conducted by us or a party authorised by us, and your successful completion of the safety training and safety tests conducted in accordance with our standard safety policies.

The details of your salary and benefits are provided under Schedule I to Annexure I.

A

Documents required at joining

Photocopies for our records
  1. All certificates in support of your educational qualifications
  2. Birth certificate
  3. Emoluments and work-experience certificates
  4. Relieving letter and no-due certificate from your previous employer, if applicable
  5. 5 passport-size photographs
  6. Copy of your last 3 pay slips (latest)
  7. Photocopy of your passport, if any
  8. Present and permanent address proof (Driving Licence / Voter ID)
  9. National registration certificates
  10. PAN card (hard and soft copy)
  11. Hard copy of your CV on the day of joining — please carry all originals for validation

On completing the joining formalities, you will report to Reporting manager & title at Pro Physio Healthcare Pvt Ltd. Any enquiries in connection with your employment may be addressed to them.

Yours cordially,
For Pro Physio Healthcare Pvt Ltd

Authorised signatory
Pramod RavindraCEO
Candidate acceptance — signature & date
 I have read, understood and agree to the Terms and Conditions set forth in this Employment Letter.
I

Annexure I — Terms of Employment

Confidential

Your appointment is effective from the Joining Date. For matters not specifically covered in these Terms and Conditions, the Company's employee and HR policies and procedures, including changes made to them from time to time, will apply to you.

  1. Probation

    You will be on probation for a period of 3 months from the Joining Date, during which your performance will be monitored closely. On satisfactory completion of the probation period, you may, at the Company's sole discretion, be confirmed as a permanent employee. The probation period may be extended for similar periods at the Company's sole discretion, if expressly provided in writing, and you will be deemed to continue as a probationer for such extended period. During or at the end of probation, your services may be terminated immediately without notice or compensation, and without assigning reasons, in case of breach of any Company policy, poor performance, or gross indiscipline. During probation, either party may otherwise terminate this employment by serving 30 (thirty) days' written notice (or salary in lieu). On termination you must obtain clearance by completing all assignments and handing over all documents and Company assets, failing which the Company may withhold acceptance of your resignation and adjust any dues owed by you against amounts payable to you.

  2. Nature of appointment and hours of work

    You are appointed as a full-time employee working 6 days a week. Office hours are Monday to Saturday, 9:00 am to 5:30 pm. If you are required to work on a Sunday or a holiday designated by the Company, you will be provided compensatory off.

  3. Standard of services

    You shall perform your services diligently, ethically and to the highest professional standards. You must hold all licences, registrations, consents and approvals required under applicable law for the performance of your services, and observe all codes of conduct, rules, regulations and orders issued by statutory medical authorities or other governmental bodies. You undertake to exercise abundant caution to ensure you do not commit any act of medical negligence or wilful misconduct. You acknowledge that you are solely liable for your acts and omissions and shall indemnify the Company against all claims, costs or losses it incurs as a result of them.

  4. Job assignments

    You will perform the roles and responsibilities described in Schedule II. During your employment you may be given any assignment arising out of our business that management, in its judgement, considers suited to your background, qualifications, experience and designation. You will not refuse an assignment solely on the grounds that it has not been part of your usual duties.

  5. Transfer

    The Company may, in its business interests, transfer you to or require you to visit any of its clinics, franchises, associated or affiliated hospitals in India, or any of its affiliates, on the terms applicable to such transfer or visit under our rules and policies. In such cases you will also be bound by the policies of that clinic, franchise, associated hospital or affiliate, whether existing at the date of these Terms and Conditions or subsequently framed.

  6. Termination of employment

    After confirmation, this employment may be terminated by either party at any time with 60 (sixty) days' notice or salary in lieu. We may terminate your employment immediately, without compensation or notice, if you are in material breach of your responsibilities and the breach (i) is incapable of remedy, or (ii) if capable of remedy, has not been remedied by you within 10 (ten) days of receiving notice from us.

    Notwithstanding the above, we may terminate your employment with immediate effect by written notice (without salary in lieu) in the event of your misconduct, including but not limited to: fraudulent, dishonest or undisciplined conduct; breach of integrity; embezzlement, misappropriation or misuse of Company property; insubordination or failure to comply with directions given by authorised persons; insolvency or conviction for any offence involving moral turpitude; breach of these Terms and Conditions, our policies or other directions; irregularity in attendance or unauthorised absence for more than 7 (seven) working days; closure of our business; redundancy of your post; or conduct we regard as prejudicial to our interests or those of our clients, patients or customers.

    Termination by you is subject to satisfactory completion of all your existing duties and obligations. At the time of termination, any dues owed by you may be adjusted against amounts payable to you. Termination is without prejudice to our right to claim actual damages suffered through any breach and any other relief available under contract, law or equity. On termination we shall have no further liability to you other than as specifically agreed by us in writing.

  7. Pre-termination obligations

    Prior to your termination under any of the circumstances above, you are required to: (i) surrender to the Company all material and equipment issued to you and all work contacts you are not authorised to use for personal purposes; (ii) do all such acts as required by us to ensure smooth transition of all pre-existing clients/patients to another employee or consultant of the Company, in the form and manner we prescribe; and (iii) hand over all documents and provide transition of all information relating to the patients you handled during your employment to the person designated by the Company.

  8. Increments and promotions

    Your salary may be reviewed periodically as per our policies. Your growth and increase in salary will depend solely on your performance and contribution to our business.

  9. Duty of loyalty and good faith

    You shall provide services diligently, faithfully, actively and efficiently, with integrity and loyalty, and shall not work in, engage in, or hold an interest in any business or trade prohibited under these Terms and Conditions. At all times during your employment you will not, without our express written consent, engage in any employment or business activity, directly or indirectly, that is competitive with or conflicts with our business, or that conflicts with your obligations or duty of loyalty to us. Further:

    1. As a full-time employee, you shall not set up any private practice, or work in or pursue any outside business interests offering physiotherapy or similar services.
    2. As a part-time employee, you may, with the Company's prior written consent, work elsewhere outside your allotted hours, provided you undertake that (i) such work will not conflict or interfere with your obligations, responsibilities or duty of loyalty to the Company, or involve any use of Company resources; and (ii) you will not see or provide services to clients/patients registered with the Company.
  10. Confidentiality and intellectual property

    You will not disclose any information which becomes known to you in the normal course of your work or otherwise and which, in the opinion of the Company's management, is to be kept confidential. You shall sign the Employee Invention Assignment and Confidentiality Agreement annexed as Annexure II, detailing your confidentiality and intellectual-property obligations.

  11. Third-party information

    You understand that the Company has received, and will in future receive, confidential or proprietary information from third parties — including its customers, clients and patients — subject to a duty on the Company's part to maintain its confidentiality and use it only for limited authorised purposes ("Third Party Information"). In the course of your services you will receive confidential and proprietary information of the Company's clients or patients directly from them. You agree to hold all Third Party Information in strict confidence, and not to disclose it to anyone (other than Company personnel who need to know it in connection with their services for the Company) or use it, except in connection with your services for the Company, unless expressly authorised in writing by the Company.

  12. Material information

    During your employment you are required to disclose all material and relevant information that may affect your employment, now or in the future, or that may conflict with its terms, directly or indirectly. If we become aware at any time that you have suppressed material or relevant information required to be disclosed, we reserve the right to terminate your employment forthwith, without notice and without any obligation to pay remuneration or other dues, irrespective of the period you have been employed.

    Any change in your personal information — including residential address, marital status and educational qualifications — must be notified to us in writing within 5 (five) days of the change. Any notice required to be given to you shall be deemed duly given if delivered to you personally or sent by post to your address as recorded with us.

  13. Company property

    Any books, documents, circulars, files, equipment and furniture belonging to us that are supplied to you in connection with your work remain our property at all times and must be returned when you cease to be in our employment. You shall reimburse the Company for any loss or damage to any Company asset, including documentation, materials, equipment, furniture or fixed structures. If you fail to do so, we may withhold payment of your dues, if any, and/or take such steps as necessary to recover them, and/or pursue any other legal remedy available to us.

  14. Information and communications technology

    You must comply with our policy on the use of email, internet and computers. Unauthorised use of, or tampering with, computers is serious misconduct and may lead to summary dismissal. You agree to use only authorised passwords and not to load any program or data onto our computers unless it originates from us, has been provided for your use, and has been virus-tested in advance. Any telephones (including mobile and voicemail), email and internet access we provide are for business purposes only. For business purposes — including quality control, monitoring of policy compliance, checking for unauthorised use, and checking messages during absences — communications made by or to employees may be monitored or recorded, in particular telephone, email and internet use. If we provide you with laptops, mobile phones, data cards or other devices, you will provide a written undertaking acknowledging receipt and agreeing to the policies governing their use.

  15. Leave

    You will be eligible for leave as per our leave policy guidelines in force from time to time. You will not be entitled to avail leave during your notice period.

  16. Non-solicitation of employees or consultants

    During your employment and for 1 (one) year after its termination for any reason (voluntary or otherwise), you shall not, directly or indirectly, on your own behalf or for the benefit of any other person or entity, use Proprietary Information (as defined in Annexure II) to solicit, engage, encourage or attempt to engage, solicit or hire any of our employees or consultants, or at any time disrupt, damage, impair or interfere with our business or operations by raiding our staff or encouraging any of our employees or consultants to terminate their relationship with us.

  17. Non-solicitation of customers or patients

    During your employment and for 2 (two) years after its termination for any reason (voluntary or otherwise), you shall not, in any manner, directly or indirectly, on your own behalf or for the benefit of any other person or entity, use any trade secrets or Proprietary Information of the Company to solicit or attempt to solicit any of our customers or patients, or at any time use any Proprietary Information (including the confidential identity of any client or customer, or trade-secret information about the client, account or customer relationship) to induce, influence or encourage any of our customers or patients to reduce or cease doing business with us.

  18. Detrimental use of Proprietary Information

    In pursuance of your confidentiality obligations, you further covenant that for a period of 2 (two) years from your separation from us, you will not encourage, solicit or induce any of our partners, customers or vendors to move their existing business with us to a third party or terminate their business relationship with us, or in any manner disrupt, damage, impair, interfere or compete with us, directly or indirectly, whether as an officer, director, shareholder, partner, independent contractor, agent or employee of any person or entity engaged in a business similar to ours.

  19. Jurisdiction

    The interpretation and enforcement of these Terms and Conditions shall be governed by the laws of India. In the event of any dispute regarding the terms of your appointment, you will be subject to the exclusive jurisdiction of the courts at Bengaluru.

  20. Indemnity

    You shall indemnify and hold the Company and its directors, officers, employees, attorneys, affiliates and agents harmless from and against any and all losses, claims, suits, judgments, recoveries, awards, damages, costs and expenses (including reasonable attorney's fees) incurred by, charged to, or recoverable from any of them, in the following circumstances:

    1. If any Proprietary Information received by you as an employee is passed on by you to a third party or used by you in any manner not expressly permitted under these Terms and Conditions and Annexure II, where the Company's management so decides at its sole discretion.
    2. For any breach of applicable law, Company policies or instructions, or any liability arising out of any act or omission, negligence or wilful misconduct by you in the course of performing your obligations.

    The Company hereby disclaims, to the maximum extent permitted under applicable law, any and all liability that may arise due to any act or omission committed by you in the course of your employment with the Company, and shall have an unequivocal right to be indemnified by you against all such claims, damages, costs and/or liabilities.

  21. Privacy

    You agree that we may from time to time collect, store, process, use or disclose personal data (including sensitive personal data) relating to you insofar as necessary or desirable in connection with your employment, including sharing information with our holding, subsidiary or associate companies, or their customers, clients and service providers, in or outside India. "Personal data" and "sensitive personal data" have the meanings ascribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. You agree to keep the personal data you provide to us updated and confirm its accuracy, and you consent to its collection, storage and processing by us or any third party engaged by us (including payroll managers), in or outside India, for the purpose of discharging our duties towards our employees.

  22. Penalty

    Failure to comply with the rules and/or policies of the Company, including its healthcare guidelines and protocols, may result in a fine of an amount determined by Company officials.

  23. Other terms and conditions

    • We reserve the right to amend all or any of the terms of your employment from time to time.
    • You shall carry out your responsibilities within the framework of the organisation's structure, policies and directions, and as per the rules and regulations applicable to you.
    • Promotion to a higher cadre is at the sole discretion of management, after evaluation of your performance.
    • You will keep us informed of any change in your residential address.
    • You will be governed by the rules and regulations applicable to your category of employees, including but not limited to: (a) the education guidelines and protocols established by the Company; and (b) rules pertaining to Health Information Systems (HIS). Non-compliance may result in a fine of an amount decided by the Company.
    • All benefits are as per Company policy, subject to change from time to time; the prevailing policy or benefit plan shall apply to you.
    • Individual salary is a confidential matter and is not to be discussed with any other employee.
    • You acknowledge that you have had the opportunity to obtain independent legal advice before agreeing to these Terms and Conditions, and that by executing this letter you represent that you fully understand and accept their contents.

You are requested to return the duplicate copy of this letter, duly signed in token of your acceptance. We welcome you to our organisation and wish you a rewarding career over the years to come.

S1

Schedule I — Salary & Benefits

To Terms and Conditions

Name: Candidate name  ·  Designation: Designation  ·  Qualification: Qualification

Emoluments — monthly / annually
Basic + DA₹ — / ₹ —
House rent allowance₹ — / ₹ —
Conveyance₹ — / ₹ —
Medical₹ — / ₹ —
Gross salary₹ — / ₹ —
PF — employee₹ — / ₹ —
Professional tax₹ — / ₹ —
Total net pay₹ — / ₹ —
Necessary TDS would be applicable on the above emoluments.
Received and accepted — name, signature & date
 
S2

Schedule II — Roles & Responsibilities

To Terms and Conditions
  1. To build the clinical practice at the designated Pro Physio centre.

  2. To ensure all clients/patients are seen in a timely manner, and that clinical and non-clinical documentation is maintained as per Company policies.

  3. To participate in all Pro Physio engagements and activities.

  4. To comply with all organisational policies and processes.

  5. To report on a daily basis to Reporting manager & title.

S3

Schedule III — Code of Conduct

To Terms and Conditions

All employees engaged in clinical care assignments are expected to comply with this Code of Conduct, which may be revised from time to time by the Company at its sole discretion, with notice to employees.

Should an employee be accused of violating any provision of this Code of Conduct or any other rules of conduct set forth herein, the Company will conduct an investigation, which includes providing the accused employee an opportunity to be heard. If the employee is found guilty of misconduct, the Company will take appropriate disciplinary action, up to and including termination and initiation of legal proceedings, depending on the type, nature and gravity of the misconduct.

To ensure orderly operations and provide the best possible work environment, the Company expects employees to follow general rules of conduct that protect the interests and safety of all patients, employees and the organisation. While it is not possible to list every form of unacceptable behaviour, the following are examples of infractions that may result in disciplinary action, up to and including termination of employment:

  • Theft, removal, or possession of patient property without prior authorisation.
  • Insubordination, including failure or refusal to obey the instructions of a supervisor or member of management.
  • Use of abusive or threatening language towards a patient, supervisor or member of management.
  • Sexual harassment, other forms of unlawful harassment and/or discrimination, or other unlawful or unwelcome conduct.
  • Possession, distribution, sale, transfer or use of alcohol or illegal drugs, or working under their influence, during the performance of duties.
  • Unauthorised possession of weapons (even if licensed) on the assignment premises or workplace during the performance of duties.
  • Engaging in criminal conduct, whether or not related to job performance, on assignment premises or after work hours.
  • Fighting, disruptive activity, or threatening behaviour of any kind, including acts of terror, while in the workplace or on assignment premises.
  • Failure to maintain the confidentiality of patients.
  • Failure to observe working schedules, including rest and lunch periods, or to obtain permission to leave work for any reason during normal working hours.
  • Soliciting or accepting gratuities from clients inconsistent with Company policy, or other conflicts of interest or legal or ethical violations.
  • Any other conduct prohibited by the Company, or any conduct the Company, in its discretion, determines is inconsistent with its best interests.

In addition, employees engaged in clinical care are expected to take all safety precautions required in the course of performing their duties to avoid untoward incidents. In the event of such an incident, the employee shall immediately notify the Company so that it can take appropriate steps to resolve it at the earliest. Employees acknowledge and agree that in no event shall the Company be held liable or responsible for any losses, damages or costs suffered by employees in the course of their employment with the Company.

II

Annexure II — Employee Invention Assignment & Confidentiality Agreement

In consideration of, and as a condition of, my employment with Pro Physio Healthcare Pvt Ltd, a company incorporated under the laws of India (the "Company" or "Employer"), I, the "Employee" signing this Employee Invention Assignment and Confidentiality Agreement (this "Agreement"), hereby represent to the Company, and the Company and I agree, as follows:

  1. Purpose of Agreement

    I understand that the Company is engaged in the business of providing allied healthcare and related services, undertakes a continuous programme of research and development in allied healthcare, and handles sensitive information pertaining to its clients, and that it is critical for the Company to preserve and protect its proprietary information, its rights in its inventions and works, and related intellectual-property rights. Accordingly, I am entering into this Agreement whether or not I am expected to create inventions or other works of value for the Company. As used in this Agreement, "Inventions" means inventions, improvements, designs, original works of authorship, and processes — including but not limited to treatment plans, charts and diagrams, computer software programs, databases, Proprietary Information and trade secrets.

  2. Disclosure of Inventions

    I will promptly disclose in confidence to the Company, or to any person it designates, all Inventions that I make, create, conceive or first reduce to practice, alone or jointly with others, during my employment — whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets.

  3. Work for hire; Assigned Inventions

    I acknowledge and agree that any copyrightable works prepared by me within the scope of my employment will be "works made for hire" under the Indian Copyright Act, 1957 and international copyright laws, and that the Company will be considered the author and owner of such works. I agree that all Inventions I make, create, conceive or first reduce to practice during my employment — whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets — that (i) are developed using the Company's equipment, supplies, facilities or trade secrets; (ii) result from work performed by me for the Company; or (iii) relate to the Company's business or its actual or demonstrably anticipated research or development (the "Assigned Inventions"), will be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company. The Company claims and reserves all rights and benefits afforded under Indian and international copyright laws in all Assigned Inventions, including software programs included in the Proprietary Information, as copyrighted works.

  4. Excluded Inventions and Other Inventions

    Attached as Exhibit A is a list of all existing Inventions, if any, that may relate to the Company's business or its actual or demonstrably anticipated research or development, made or acquired by me prior to the Effective Date, and which are not to be assigned to the Company ("Excluded Inventions"). If no such list is attached, I represent and warrant that it is because I have no rights in any such existing Inventions. "Other Inventions" means Inventions in which I have or may have an interest, as of the Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. If, in the scope of my employment, I use or include any Excluded or Other Inventions in any product or service of the Company, or if my rights in them may block, interfere with, or be required for the Company's exercise of any rights assigned under this Agreement, I will immediately notify the Company in writing. Unless the Company and I agree otherwise in writing, I hereby grant the Company in such circumstances (whether or not I give notice as required) a perpetual, irrevocable, non-exclusive, transferable, worldwide, royalty-free licence to use, disclose, make, sell, offer for sale, import, copy, distribute, modify, create works based on, perform, and display such Excluded and Other Inventions, and to sublicense third parties in one or more tiers with the same rights.

  5. Assignment of rights

    I agree to assign, and hereby irrevocably transfer and assign, to the Company: (i) all my rights, title and interests in and with respect to any Assigned Inventions; (ii) all patents, patent applications, copyrights, mask works, rights in databases, trade secrets, and other intellectual-property rights, worldwide, in any Assigned Inventions, along with any registrations or applications to register such rights; and (iii) to the extent assignable, any and all Moral Rights I may have in or with respect to any Assigned Inventions. I forever waive and agree never to assert any Moral Rights I may have in or with respect to any Assigned Inventions, and any Excluded or Other Inventions licensed to the Company under Section 4, even after termination of my employment. "Moral Rights" means any rights to claim authorship of a work, to object to or prevent its modification or destruction, to withdraw it from circulation, or to control its publication or distribution, and any similar right, however denominated.

  6. Assistance

    I will assist the Company in every necessary way to obtain and enforce all patents, copyrights, mask-work rights, trade-secret rights and other legal protections for the Assigned Inventions, worldwide, and will execute and deliver any documents the Company requests in connection with such assistance. My obligations under this section continue beyond termination of my employment, provided the Company compensates me at a reasonable rate after termination for expenses actually incurred at its request.

  7. Proprietary Information

    I understand that my employment creates a relationship of confidence and trust with respect to any information or materials of a confidential or secret nature created or discovered by me, or disclosed to me by the Company or a third party, in relation to the business of the Company or of any parent, subsidiary, affiliate, customer, client or supplier of the Company, or any other party with whom the Company agrees to hold such information in confidence (the "Proprietary Information").

    Proprietary Information may be contained in tangible material — writings, drawings, samples, electronic media, computer programs — or may be unwritten knowledge or know-how. It includes, without limitation: technical information; employee information; client/patient-related information and data; sensitive or personally identifiable health information; information captured, stored or transmitted through health information systems; Assigned Inventions; counselling and treatment plans, diagrams, notes and reports; marketing plans, product plans, designs, data, prototypes, specimens; test procedures and results; records, samples, and toxicology, regulatory and clinical information; patents, patent applications, copyrights, mask works, rights in databases, trade secrets and other intellectual-property rights, including applications for registration or protection; test protocols; laboratory notebooks; business strategies; financial information; forecasts; personnel information; contract information; customer and supplier lists; and the non-public names and addresses of the Company's customers and suppliers, their buying and selling habits and special needs. These obligations apply irrespective of the form or media in which the information is displayed or contained. Proprietary Information also includes information that, though not specifically marked confidential, is by its very nature confidential to the Company.

  8. Obligation of confidentiality

    At all times, both during my employment and after its termination, I will keep and hold all Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the Company's prior written consent in each instance, except as necessary to perform my duties as an employee for the benefit of the Company. I will disclose Proprietary Information only where ordered to do so by a government, judicial or quasi-judicial authority — in which case I shall give the Company reasonable notice of the prospective disclosure and assist it in obtaining an exemption or protective order. Upon termination of my employment, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work, and I will not take or retain in any form any documents, materials or copies containing any Proprietary Information.

    I further agree not to, directly or indirectly, make use of Proprietary Information other than in the course of my duties for the Company, nor to use the ideas, concepts, know-how or techniques (now or hereafter known) resulting from access to or development of the Inventions for any purpose except strictly for performing my obligations as an employee. I shall not duplicate or reproduce Proprietary Information in any manner except as required for the execution of my work. Upon learning of any wrongful use or treatment of Proprietary Information, I will promptly notify the General Manager — Human Resources & Administration in writing and cooperate in full with the Company to protect it.

  9. Physical property

    All documents, supplies, equipment and other physical property furnished to me by the Company, or produced by me or others in connection with my employment, will be and remain the sole property of the Company. I will return all such items when requested, excepting only my personal copies of records relating to my employment or compensation and any personal property I bring with me and designate as such. Even if the Company does not so request, I will, upon termination of my employment, return all Company property and will not take or retain any such items.

  10. No licence

    The parties expressly agree that the furnishing, possession or use of the Company's Proprietary Information and Inventions by the Employee shall not in any manner be deemed to grant the Employee any rights of ownership, licence or assignment in such Proprietary Information and Inventions.

  11. No breach of prior agreements

    I represent and warrant that my performance of this Agreement and my duties as an employee will not breach any invention-assignment, proprietary-information, confidentiality, non-competition or other agreement with any former employer or other party. I will not bring to the Company, or use in the performance of my duties, any documents, materials or intangibles of my own or of a former employer or third party that are not generally available for public use or have not been legally transferred to the Company.

  12. Company opportunities

    During my employment I will at all times devote my best efforts to the interests of the Company, and I will not, without its prior written consent, engage in, or encourage or assist others to engage in, any other employment or activity that (i) would divert from the Company any business opportunity in which it can reasonably be expected to have an interest, or (ii) would otherwise conflict with the Company's interests or could disrupt its operations or prospects.

  13. Third-party rights

    The Employee represents and warrants that they will not use or integrate any third-party materials or data not validly licensed to the Company unless previously authorised by their reporting officer. The Employee warrants that they have not violated, and shall not violate, the intellectual-property rights of any third party in the course of their employment. If the Company is held liable for the Employee's violation of any intellectual-property rights, the Employee undertakes to indemnify the Company, its affiliates, and their respective directors, officers, employees, attorneys and agents against any and all losses, liabilities, claims, actions, costs and expenses, including reasonable attorney's fees, resulting therefrom.

  14. Access to Company computer resources

    To perform their duties, the Employee may be granted access to the Company's computer resources. In consideration of being entrusted with such access, the Employee agrees: (a) not to intentionally access any information, data or resources other than those they have been specifically authorised to access; (b) to keep the passwords, PIN codes and other credentials associated with their corporate identity strictly confidential; (c) when logging on to any Company system, to use only the corporate identity and password assigned to them; (d) not to allow any other person access, directly or indirectly, to the Company's computer resources through their corporate identity and password or any other method; and (e) to comply with the Company's policies, directives and instructions regarding access to and use of its computer resources.

  15. Use of name & likeness

    I authorise the Company to use, reuse, and grant others the right to use and reuse, my name, photograph, likeness (including caricature), voice and biographical information, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after my employment, for purposes related to the Company's business, such as marketing, advertising, credits and presentations.

  16. Notification

    I authorise the Company, during and after the termination of my employment, to notify third parties — including actual or potential customers or employers — of the terms of this Agreement and my responsibilities hereunder.

  17. Remedy for breach

    In the event of a breach of this Agreement by the Employee, the Employee shall promptly indemnify the Company, its affiliates, and their respective directors, officers, employees, attorneys and agents for all costs, damages and prejudice caused by disclosure or loss of confidentiality of any part or the whole of the Proprietary Information, or by any breach arising from any direct or indirect default in the performance of the Employee's obligations. This liability does not affect the Company's rights to claim damages from the Employee or pursue other remedies available under law, equity, the Terms and Conditions, or this Agreement.

  18. Injunctive relief

    The Employee agrees and acknowledges that a breach or threatened breach of this Agreement may cause the Company irreparable harm, and that the Company will therefore be entitled to injunctive relief to enforce this Agreement.

  19. Termination

    This Agreement is co-terminous with the employment agreement (Terms and Conditions) issued by the Company. On termination, the Employee shall promptly return all Proprietary Information and Inventions of the Company and discontinue all further use of them, including all copies, abstractions and compilations. Upon the Company's request, the Employee shall promptly certify in writing that such action has been taken. The Employee acknowledges that termination of their employment and/or this Agreement, for any reason, does not relieve them of their non-disclosure obligations or their obligation to maintain the confidentiality of the Proprietary Information, and any breach after termination entitles the Company to seek all remedies available under this Agreement, in law, or in equity.

  20. Governing law

    This Agreement supplements, and does not supersede, any rights the Company may have in law or equity with respect to the duties of its employees and the protection of its trade secrets and Proprietary Information. This Agreement is governed by and construed in accordance with the laws of India, without giving effect to any conflict-of-laws principles that would apply the laws of another jurisdiction, and all disputes under this Agreement are subject to the exclusive jurisdiction of the courts at Bengaluru.

  21. Severability

    If any provision of this Agreement is invalid, illegal or unenforceable in any respect, it will be enforced to the maximum extent possible, given the fundamental intentions of the parties. To the extent it cannot be so enforced, it will be stricken and the remainder of this Agreement enforced as if the invalid provision had never been contained in it.

  22. Counterparts

    This Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

  23. Entire agreement

    This Agreement, the employment agreement (Terms and Conditions), and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to its subject matter, and supersede all prior understandings and agreements, oral or written, between the parties with respect to it.

  24. Amendment and waiver

    This Agreement may be amended only by a written agreement executed by both parties. No amendment, waiver or modification of any obligation will be enforceable unless set forth in a writing signed by the party against whom enforcement is sought. A waiver of any term in one instance will not be deemed a waiver of that term in any other instance, whether prior, concurrent or subsequent.

  25. Successors and assigns; assignment

    Except as otherwise provided, this Agreement and the rights and obligations of the parties will bind and benefit the parties and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement to any third party at its sole discretion. The Employee shall not assign or delegate this Agreement or any rights or obligations under it, except with the prior written consent of the Company.

  26. Further assurances

    The parties will execute such further documents and take such further actions as reasonably necessary to carry out the purposes of this Agreement. Upon termination of my employment, I will execute and deliver documents in a form reasonably requested by the Company confirming my agreement to comply with the post-employment obligations contained in this Agreement.

  27. Acknowledgement

    I certify and acknowledge that I have carefully read all provisions of this Agreement, and that I understand and will fully and faithfully comply with it.

  28. Effective date of Agreement

    This Agreement is and will be effective on and after my date of joining the Company, which is Joining date (the "Effective Date").

For the Company — signature
Pramod RavindraCEO
Employee — name, signature & date