AGREEMENT

AGREEMENT EXECUTED this .. day of . 2012 betweenM/s.YASH Technologies Pvt. Ltd. through its power of attorney holder which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and assigns of the one part having registered office at 201-205, Bansi Trade Centre, 581/5, M.G. Road, Indore 452 001 (herein under referred to as Company) AND 1. ....(Employee Name, Employee ID)Son\Daughter of.....and residing at................... ...(Hereinafter referred to as Employee) AND 2. ..........................................................................................................................Son / daughter of ..........................................................................................................................currentlyworking asin M/s....andresiding at .. (Hereinafter referred to asSurety). Whereas on being approached and interest shown by Mr. /Ms.. (Full Name) and subsequent discussion with the employee, the company has decided to impart certain training

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on .technology to the employee on the terms and conditions hereinafter provided in this agreement Whereas employee agrees that he/she will require undergoing the above training program for skill up gradation and which involves investment of time and money by the Company. whereas the Company has asked the employee to enter into a service agreement by virtue of the above facts for which employee has given his/her consent at its own will without any pressure with normal state of mind. Whereas the parties hereto are desirous of recording the said terms & conditions: 1. The agreement period of 12 months is commencing from .. and ending with . 2. That the said employee shall in the discharge of his duties conform to and comply with all the rules and regulations of the Company and Government, and shall not do or cause to be done anything against the interest of the Company 3. That the said employee shall, during the said terms, employ himself/herself efficiently and diligently and to the best of the ability and shall devote his/her whole time and attention to the said engagements; generally carry out duties and work as assigned to him/her and shall obey and comply with all lawful order and directions given to him/her by the Training Coordinator/PROJECT MANAGER or his superior from time to time and shall honestly, diligently and faithfully serve the Company and use his/her utmost endeavor to promote the interest of the Company. 4. That the said employee shall not during the period of this agreement work directly or indirectly in any trade or business either as Company or partner or advisor or in any other capacity. 5. That the said employee shall be just and faithful to the Company in all matters and shall not at any time except under legal process, divulge to any person whosoever and shall use his best endeavors to prevent the publication or disclosure of any trade secret or software development process or any information concerning management decision of the Company or of its dealings, transactions, or affairs which may come to his knowledge. 6. That, this agreement shall be determined upon the death of the said employee and in that event, his/her legal heirs, executors, and administrators shall be entitled to a proportionate part of his/her salary and other legal dues computed till the date of his/her death and the employees heirs, executors, and administrators, shall not be liable to pay any liquidated damages. 7. That, if at any time during his/her employment, the said employee is found guilty of misconduct or any willful breach or continuous negligence of the terms of this agreement or dereliction of the duties and / or instructions given to him/her from time to time by the Company, or unsatisfactory performance, the Company may without prejudice to any other action as may be called for without any notice or payment in lieu of any notice, put an end to and determine the employment and said employee with the Company, without prejudice to the above. The employee shall be deemed to have brought about such a situation by his/her misconduct compelling the Company to put an end to his/her services and the employee shall therefore, continue to be liable for all losses / damages to the Company.

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8. That the Company shall not ordinarily terminate the services of the employee during the agreed tenure of 12 months, but the company shall do so without any notice if you breach any of the terms and conditions of the employment contracts and any other agreement/ undertaking etc. signed by you from time to time and given by you to the company. Moreover, company has no obligation to continue the employment for a period of 12 months and in case of business restructuring,company can terminate the services during the period of service agreement without any obligation to pay any other compensation other than appropriate notice as per employment contract. 9. That the said period of 12 months will get extended by the number of days of any unauthorized leaves or leave without pay granted for medical or any other reasons or in the case of maternity leave. 10. That any unauthorized absence for a period of three days or more will be deemed as absconding and will be a serious misconduct subject to disciplinary & necessary action as per the agreement entered between you & company. Here unauthorized absence refers to being absent from office without any written information & subsequent approval from your reporting manager or human resource department. 11. That the said employee shall not leave the service of the Company until the completion of the agreed period of 12 months. If he/she leaves services in breach of this agreement, the following conditions shall be attracted. A. That the said employee shall pay an amount of Rs.1, 00,000/- (Rupees Onelakh only) to the Company as liquidated damages for premature termination of the agreement at the instance of the employee. The said amount has been mutually agreed by and between the parties considering the circumstances of the case and also all the facts including the fact that the loss that will be suffered by the Company on this account cannot be ascertained in terms of money and it shall not be open to the employee in the event of any claim being made against him/her under this agreement, to plead that the amount of damages is excessive or that it tantamount to penalty or that it is otherwise irrecoverable according to law. In the event of the employee failing to serve Company for a minimum period of 12 Months as agreed upon, the surety agrees to be liable to pay party of the First part and agree to pay party of the First part a sum of Rs.1,00,000/- (Rupees Onelakh only)by way of compensation within 30 days of service of notice given to them in this behalf by Company. Any amount remaining unpaid after a period of 30days shall bear interest at 24% per annum. The liability of the employee and surety shall be joint and several under this clause. B. That in addition to the liquidated damages, the said employee or surety(as the Company may deem fit) shall pay to the Company as specific damages, a sum of money, computed as damages actually suffered and attributed directly or indirectly including all legal expenses incurred by the company to recover the said damages, to the premature termination of agreement at the instance of the said employee by his/her leaving the service of the company due to misconduct or otherwise, before the completion of the tenure specified herein earlier. The liability of the employee and surety shall be joint and several under this clause. C. That the said employee shall not take up whole time or part time employment with any other company engaged in the similar businesses, for a period of 12 monthsfrom the date of this agreement even if he/she leaves the services of the company after paying liquidated damages and fulfilling all conditions as stipulated in this agreement.

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D. That For the purpose of this service agreement, any transfer of employee withinYashgroup of companies (i.e., any holding or subsidiary company) will not betreated as leaving of services of Company and thus in such event, employee willhave no obligation for payment of an amount of Rs.1, 00,000/- (Rupees Onelakh only) to the Company as liquidated damages for prematureterminationof the agreement. E. That in the event of any dispute or difference arising between parties heretoeitherduring subsistence of this agreement or afterwards relating to thisagreement, the same shall be referred to the Arbitration of Manager HR and/ orHR head of the Company whose decision shall be final and binding on the parties. The provisionsof the Indian Arbitration Act, 1940 or any statutory modification orRe-enactmentthereof for the time being in force shall be applicable. The courts ofIndore (M.P.) India alone will have exclusive jurisdiction in all matters connectedwith this Agreement. F. That all the parties has signed this agreement and thereby provided the consentto the terms and conditions of this agreement in a good health and workingcondition with a free state of mind. IN WITNESS WHEREOF the parties hereto have set their hands to this agreement on the day, month and year first above written.

__________________________ Signature of the Employee (Full Name of the Employee...)

_______________________ Signature of the Company For YASH Technologies Pvt. Ltd.

Signature of the Surety (Full Name of the Surety...) ___________________________ Witnesses: (Full Name and address) 1. .

Dharmendra Jain General Manager

2. .

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