AGREEMENT

THIS AGREEMENT is made on....…..day of............................ between Mr........................ S/o.......................

R/o.............................................................

AND

M/s. COMPANY NAME & ADDRESS

WHEREAS M/s COMPANY NAME has been manufacturing PRODUCT / SERVICES and has also entered
into an agreement and may enter into agreement in future.

AND WHEREAS THE first party joined with the second party
as....................................on............... and by virtue of his duties with the second party, he will acquire specified
knowledge of manufacturing and development of PRODUCT / SERVICES and of know how and technology for
the manufacture of PRODUCT / SERVICES. THEREFORE, it is desirous that the first party should enter into
an agreement of secrecy AND WHEREAS first party has agreed to execute this agreement of secrecy.

NOW IT IS HEREBY MUTUALLY AGREED TO BY AND BETWEEN THE PARTIES AS UNDER:

1. That the first party shall devote his whole time attention and abilities to the business and affairs of the
Company, during the term of his employment with the second party. He will carry out and obey all orders,
directions and instructions of the Company and shall conduct himself honestly, faithfully and diligently all times
and shall not be guilty of any negligence, misconduct or misbehavior or shall not commit any breach of this
agreement.

2. That the first party shall not disclose at anytime during or after leaving the employment, information pertaining
to the know how and technology which comes to his knowledge while in service to any person other than only to
those employees and officers of the company who are entitled to have such information(s).
Contd…2…
 -2-

3. That during his employment with second party and/or on leaving the services, he shall not
directly or indirectly be interested in any business, trade or profession similar to the second party
and will not accept any employment with companies manufacturing and/or proposed to
manufacture similar products.

4. That all inventions, designs and improvements and all discoveries and secret processes made,
discovered or effected by the first party during the period of this agreement shall rest in second
party as being sole property of the second party.

5. That the first party agrees to work with the second party for at least 3 years and shall not leave
the services of the second party during the period of next three years except in the case of
continued ill-health in which case he can leave the company by giving three months prior notice or
payment in lieu thereof.

6. That the first party agrees that in case he leaves the company during the period of this
agreement, he undertakes to refund 50% of the gross emoluments paid to him during the period he
remains in service in the period of this agreement in addition to any other damages and/or losses
suffered by the second party. The amount of refund shall be determined by the second party and
shall not be open to any question by the first party.

7. The first party agrees that even after leaving the service, he will not involve himself and/or
join service with any of the traders/manufacturers whether existing and/or proposed to enter in
future in the line of similar products and/or will deal in similar products. He will also not divulge
the information, knowledge, secrets, know how and technologies which comes to his knowledge
in writing and/or orally while in service to any other person during and/or after leaving the service.
In case of breach of this clause, second party can recover a minimum of 50% of gross emoluments
paid to him while he was in service during the period of this agreement beside other damages
and/or losses suffered by the second party by the conduct of first party.

8. It is agreed that if anytime during his employment, the first party is found guilty of misconduct
and willful neglect of work or dereliction of duties and/or non-compliance of instructions given to
him by the second party from time to time and/or any breach of any term of this agreement, the
second party may put an end and determine the employment of the first party by giving him one
month notice as stipulated in the appointment letter of first party.

The first party shall be deemed to have brought about such a situation by his misconduct
compelling the second party to put an end to his services and the second party may recover all
losses/damages besides recovery of 50% gross emoluments paid to him while in service.

9. That the first party undertake to execute bond of indemnity in favour of the second party
indemnifying the liquidated damages and/or losses suffered by the second party on account of
breach of any of the terms of this agreement which may be caused by the act of the first party.

Contd…3..
 - 3–

10. That in the event of any dispute and/or differences arising out between the parties hereto
either during the subsistence of this agreement or afterwards relating to this agreement, the same
shall be referred to the Managing Director of the second party for his consideration, who will, if
the matter is not sorted out, refer the same to the arbitration of the Single Arbitrator who will be
nominated by the Board of Directors of the second party, whose decision shall be final and binding
on the parties.

11. The other terms as to the payments of emoluments, etc. will remain same as given in his
appointment letter and the subsequent amendments from time to time.

12. That the first party will always abide with the rules and regulations applicable in the Company
from time to time.

IN WITNESS WHEREOF the parties hereto namely ..........................S/o..................................

acting in person and M/s COMPANY NAME acting through its AUTHORIZED SIGNATORY
DESIGNATION have signed and executed this agreement in token of having accepted the above
terms and conditions.

FIRST PARTY SECOND PARTY

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1.......................... 1. FOR AND ON BEHALF OF COMPANY NAME

WITNESS
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