HR Letters-Agreements Formats

                             HR Letters- Agreements Formats 

NON DISCLOSURE AGREEMENT FORMATES

THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the “Agreement”) made and executed on this Date XXXX by and between:

1. XXXXXXXXXa Company incorporated under the Companies Act 1956 (formerly known as XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (herein after referred to as the “Company”), represented by its Manager XXXXXx (which expression shall mean and include its group companies, their  successors, representatives, agents and permitted assigns); FIRST PART; and
2. Mr. XXXXX Son of Shri S/o Mr. XXXXXXXXXXXXXXX, India hereinafter referred to as“Employee”, SECOND PART;

The Company and the Employee herein after individually referred to as “Party: and Collectively as “Parties”.

WHEREAS, the Company is one of the leading XXXXXX companies in India specialized in product – oriented research, development and manufacturing of organic and biological agricultural inputs, the Company is engaged in developing new biorational approach for disease and pest management through innovative and collaborative research,

[

WHEREAS, Employee, is employed by  XXXXXXXXX

LIMITED   as “XXXXXXXXXXXX” on 

XX.08.2012   (‘ Date  of Joining’  or ‘Effective Date’)  and  he  has   executed   a   Non-Disclosure  Agreement  on  XX^th Aug, 20XX  with  the   XXXXXXXXX

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS:

For the purpose of this Agreement, the term

1.1.       “Agreement”, unless otherwise expressly  provided in this agreement shall mean this Non – Disclosure Agreement and the terms and conditions of the Employment Letter / Agreement  (entered on the Effective Date by  and between the Parties;) as amended or modified from time to time in writing, entered between the Parties;

1.2.       “Business Affairs” means and includes the business affairs, clients’ details, clientele information, business models, business structure, business strategies, accounting data, financial data, financial sheets, research models , financial performance of projects and investments and all price or  / and market sensitive information of the Company.

1.3.       “Confidential Information “ means and includes any and all information, materials and information of confidential nature and / or that are disclosed in confidence by Company to the Employee, whether technical or commercial including all the confidential and proprietary information, research plan, research strategies, research projects, liabilities, Business Affairs, Intellectual Properties, technology know-how,  formulations, compositions, drug discovery models, commercialization strategies, marketing  strategies, on going and / or

future research projects & plans and any type of result thereof, including   without limitation to general knowledge, technical know-hows, intellectual property, technical and non-technical details, client lists, business process know-how, marketing methods or projects details, deals, processes, designs, photographs, drawings, charts, specifications, samples and business  and / or research activities and / or any other proprietary information, either relating to Company or any of its group Company (ies) or group entities or business partners, either disclosed in writing, orally and including but not limiting to any mode of transmission by the Company to the Employee or which the Employee has come across during the course of his employment with the Company.

1.4         “Intellectual Property” means and includes letters patent, trademarks   whether registered or unregistered, registered or unregistered copy rights   registered or unregistered trademarks, registered or unregistered designs utility modals for any of the forgoing and the  right to apply for them in any part of the world discoveries, creations inventions or improvements and developments upon or additions to an invention, confidential information, know-how, trade secrets and any formulae, composition, research effort, research activities relating to any of the above mentioned business names whether registerable or not and any similar rights in any where around the world. 
2.    INTELLECTUAL PROPERTY :

             During the term of the Employee’s employment with the Company, the Employee may, along or with others, during working hours and otherwise and by use of the Company’s facilities or otherwise, produce, develop, create, invent, conceive or reduce to practice inventions and Intellectual Property related to the business of the Company.  The Employee agrees that all such Inventions and Intellectual Property conceived and / or reduced to writing, drawings or practice during the Employment Period or within One (1) year of the termination of the Employment Period are and shall be the exclusive proprietary and intellectual property of the Company and that the Company may use or pursue them without restriction or additional compensation /or payment.  The Employee shall maintain and furnish to the Company complete and current records of all such Inventions and Intellectual Property and disclose to the Company in writing any such Inventions and Intellectual Property.

                                               The Employee :

(i)            hereby assigns, sets over and transfers to the Company all of the Employee’s right, title, interest and waive all moral rights in and to such Inventions and Intellectual Property.  

(ii)          agrees that Employee shall, both during and after the period of his employment, cooperate fully with the Company in obtaining patent, trademark, copy right or other proprietary protection for such inventions and Intellectual Property, all in the name of the Company (but at Company expense) , and, without limitation, shall execute all requested applications, assignments and other documents in furtherance of obtaining such protection or registration and confirming full ownership by the company of such Inventions and Intellectual Property, and

(iii)         shall, upon leaving the Company, provide to the Company in writing a full, signed statement of all Inventions and Intellectual property in which Employee participated prior to termination of the Employee’s employment by the Company. The Employee hereby designates the Company as the Employee’s agent, and grants to the Company a power of attorney with full substitution, which power of attorney shall be deemed coupled with an interest, for the purposes of effecting the foregoing assignments from the Employee to the Company.

           

3. CONFIDENTIALITY:

3.1.       Employee hereby agrees and warrants that :

3.1.1.   Employee shall at all the time, including after the termination of his employment with Company and without any conditions and limitations, hold in trust and confidence all Confidential Information, Business Affairs and proprietary  information of the Company and any of the mentioned Confidential Information  and / or Business Affairs and / or   proprietary information shall not be disclosed to any third person or shall not use either directly or indirectly through any person or entity without obtaining the prior written approval of the Company. Any such Confidential Information or Business Affairs or proprietary information shall be only disclosed by Employee, with the prior written approval from Company, and after signing the Confidentiality Agreement with such third person with the condition(s) that such third person shall not make any disclosure to any other person or make use of such Confidential Information, either directly or indirectly by any means without obtaining the prior written permission or license ( as the case may be) for the same from Company.

3.1.2.   Employee hereby also agrees and warrants that all the Confidential Information, Intellectual Property and  proprietary information (including but not limited to Business Affairs) of Company shall remain the sole property of Company and also agrees that any permission by Company, in allowing Employee to disclose or use any of the Confidential Information and proprietary information to any third person, does not grant any license, explicitly or implicitly, either to him or to any such third person to use such Confidential Information and proprietary information either in business or during the course of business or for any other purpose, save as expressly authorized by Company in writing.  In any such case the disclosed Confidential Information, Intellectual Property and proprietary information can be used for the authorized purpose only.

                                                               

4.         Non – Compete:

   

4.1           Employee shall not, during the term of his employment with the Company and three (3) months thereafter, directly or indirectly, own, manage, operate, join, control, consult or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any enterprise which is engaged in any business competitive with that which Company is at the time conducting or proposing to conduct business. 

4.2   Employee also hereby further agrees that he shall not take or participate, during the term of his employment and three (3) months thereafter, directly or indirectly in any of the identical, similar or related researches, projects or assignments which are either under taken by the Company or by its group Company or proposed to take by the Company or by its group Company, during employment of Employee with the Company.

5.    Non – Solicitation:

Employee shall not, for the period of 3 months from the Effective Date of this Agreement, directly or indirectly by any way or means, encourage or solicit any of the employees or clients of either Company or any affiliate or group Company of it, to leave Company or any such Company’s affiliate or Company group or business relationship or contracts, ( as the case may be) for any reason or interfere in any manner with employment and / or contractual relationship, including but not limited to the independent contractor relationship, at the time existing between Company or any affiliate or group Company of it and their current employees and clients, as the case may be. 

     

5.A The Clause 2, 3,4 and 5 of this Agreement, without any limitations and conditions, except as provided therein shall survive the termination of this Agreement.

6. Other Conditions:

6.1       Parties also understand and agrees that: (a) this Agreement is written in a manner that they understand; (b) that their decision to execute this Agreement is voluntary; and(c) they have the capacity and authority to execute and enter into this Agreement for mutual consideration mentioned in the Employment Letter entered on Effective date by and between the Parties. 

6.2       Along with the conditions mentioned in Clause 6.1 above, Employee hereby understand and agrees that (a) he shall return to Company all of the Company’s property, if any in his possession, including, but not limited to, computers, computer equipment, mobile phones, office equipment, credit cards (if any), Confidential Information or proprietary lists (including, but not limited to, customer, supplier, licenses and client lists), tapes, software, computer files, marketing, and sales materials, and any other property, record, document, or piece of equipment belonging  to Company (“Company’s Property”), (b) Employee also agrees that he shall not (i) retain any copies of Company’s Property, including any copies existing in electronic form, or (ii) destroy, delete, or alter any company Property, including but not limited to ,  any files stored electronically, without Company’s prior written consent,  knowledge etc.

6.3       The obligations contained in Clause 6.2 shall also apply to any property which belongs to a third party, including, but not limited to (i) any entity which is affiliated or related to Company, or (ii) the Company’s customers, licensors, or suppliers or agents.

7.    Breach:

Employee hereby acknowledge that any breach or threatened breach of any     Clauses (including specifically the Clauses 2,3,4,5, & 6 mentioned above) of this Agreement by him shall cause irreparable harm to the Company and  the Company shall be entitled to take all available legal action and institute proceedings, including for injunctive  relief, in any applicable jurisdiction with any authorities against the Employee on the happening of any such event or the breach of this Agreement and to enforce any damages or claims that the Company may have obtained against such Employee and / or any third party to this Agreement.

8. Binding Effect and Assignments:

This Agreement and terms and covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, shall be binding upon the undersigned Parties and their respective heirs, executors, representatives, successors and assigns.

9. Severability:

The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part by the Courts in India, the remaining provisions will remain in full force and effect.

10. Waiver:

   Company’s failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision.  Company’s waiver of any breach of this Agreement shall not act as a waiver of any other breach.

11. Amendment:

      This Agreement cannot be modified, amended, superseded or cancelled, except

      in writing, signed by the party or Parties to be bound thereby.

                                                                                                                       

12. Entire Agreement

   This Non-Disclosure Agreement replaces and supersedes the previous non –disclosure agreement, if any, entered between the parties. This Agreement along with the terms and conditions of the employee’s appointment    letter and the other companies policies as amended and modified from time to time and with such other conditions or guidelines as provided to the Employee during the course of his employment with the Company shall constitute the full understanding  of the intention of the parties.

13.  Dispute Resolutions: 

    All disputes between the Parties in relation to any matter whatsoever touching the Business Affairs or the construction or interpretation of this Agreement shall be referred to an Arbitral Tribunal in accordance with the Arbitration and Conciliation Act, 1996 and shall be decided by such Arbitral Tribunal.  The award shall be final and binding on the Parties. The language of the Arbitration proceedings shall be in English and the place of Arbitration shall be at Hyderabad.  The Courts at Hyderabad shall have the exclusive jurisdiction over any matter or dispute arising out of the Arbitration Award or any matter or thing relating thereto.

14. Governing Law:

The laws of the Republic of India, as applicable in State of Andhra Pradesh will govern this Agreement.

15. Notices:  

 All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete transmissions) to the Parties at the addresses mentioned above or at such other address for a Party as shall be specified by like notice in writing to Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For XXXXXXXXX

Signature      :  ______________

Name             :  XXXXX

Designation  :  XXXXXX

Date               : 

 

Employee:

Signature      :  ______________

           

Name             :  Mr. XXXXXX

Designation  :  XXXXXXX

Date               :  

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