EMPLOYMENT AGREEMENT

This is the Employment Agreement signed by the Parties as on DD/MM/YYYY (hereinafter

referred to as this "Agreement") and shall be the full and final document between the Parties
in addition to the Companies terms and conditions and other relevant policies or changes
made by the Companies;

BY AND BETWEEN:

“The Sawai”, a brand name of Techlusso Systems (I) Pvt Ltd a company a company regis-
tered under the Companies Act 2013 with its corporate address at 2nd Floor, Plot 249, Intel-
lect, Udyog Vihar IV, Gurgaon, Haryana, 122018 (hereinafter referred to as the
“Company”or the “Employer”, which expression shall unless repugnant to the context or
meaning thereof, be deemed to mean and include its successors in interest, administrators and
permitted assigns), of the FIRST PART;

and

Ms. citizen of India presently residing at < Address> and Aadhar Card Number < >.
(hereinafter referred to as the “Employee”).

WHEREAS:

1. The Company, in the course of its business, has acquired or may acquire confidential
property, creative and intellectual property, information and trade secrets, made or
will make discoveries and improvements or developments, which it will be sharing
with the Employee, owing to his/her enhanced responsibility and obligations and ex-
pects the Employee to deal with the same with utmost prudence & confidentiality.

2. The Company wishes to ensure that the Employee has all requisite details required to
perform his/her duty but in doing so also safeguards the Company’s goodwill, busi-
ness and proprietary information to which the Employee may have access during or
after the termination of this Agreement.

3. This Agreement sets out the rights and obligations of the parties in relation to the em-
ployment of the Employee with the Company. The Company reserves the right to
change any terms or conditions of Employment under this Agreement by introducing
any new policies, rules, terms and conditions for Employees, and the same shall be
applicable to the Employee, over and above this Agreement.

The Employee is being hired with complete trust and in full faith that the Employee shall en-
sure that all terms of this Agreement and expectations from the Employee’s deliverables shall
be duly met. That the Employee is undertaking the mentioned responsibility with the accep-
tance of the obligations that come with it and shall ensure to deliver to the same.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Company
and the Employee hereby agree as follows:

All definitions for words or terms used hereinafter shall be the same as that used in the Em -
ployment Agreement.
 A. EMPLOYMENT

The Company hereby Employee as <DESIGNATION> of the Company wef from <DATE>
and Employee hereby accepts the appointment to act as the <DESIGNATION>of the Com-
pany in accordance with the terms of this Agreement. The Employee’s employment with the
Company shall continue till such time either of the Parties terminate this Agreement as per
the terms and conditions set forth herein (the “Employment Period”).

This position entails transfer of obligations to the Employee and heightened expectations with
respect to team management and achieving targets.
The Employee shall perform such duties and obligations as may from time to time be as-
signed to him by the Company including but not limited to duties and obligation as delineated
in Annexure 1 annexed hereto. During the term of the Agreement, the Employee shall be
bound by the Agreement, the Rules of the Company and other documents of the Company, as
amended from time to time.

B. COMMITMENT TOWARDS WORK

It is important for the Employee to ensure that his/her priority is always the Company and its
clients, deliverables, projects, employees. To ensure the same, the Employee shall dedicate
requisite 10 hours on a daily basis.

That the Company and its work and clients are a priority for the Employee and the Employee
shall ensure that all due care and caution is taken to execute all requisite work.

That the Employee shall take no margins, cuts, commissions, percentages, etc. on any order
that the Company receives or is working on, or shall work on prospectively, in any manner
whatsoever.
The Company can implement a Performance Improvement Plan on the Employee, on non
achievement of Targets (Quarterly/ Monthly). The Performance Improvement Plan can also
be implemented in retrospect after 30 Days of Non Achievement of Targets. The Employee
will be paid 50% of the Basic Salary as per Annexure 2, while in PIP.

The Management also reserves the right to terminate the employee agreement on basis of not
achieving 50% of their targets while in PIP on grounds of Non Performance as per clause
M(c).

C. WORK HOURS & ATTENDANCE POLICY

That the Employee shall dedicate a minimum of 09 hours per day to their work as required as
an Employee and fulfil all commitments and requirements as is expected and sought.

That the Employee shall ensure to maintain their attendance and/or to duly log in their atten-
dance as required by procedure or even manually, when required. Any failure to record atten-
dance might lead to the Company not accepting the work day as a “Working day” and might
record it as a holiday or leave day.

Work from Home shall constitute a minimum of 09 hours per day.

D. PROBATIONARY PERIOD

That the Employee shall be considered to be on probation for a period of three (03) month
from the date of Execution of this Agreement. That the Employee shall be appraised and con-
firmed upon satisfactory appraisal and feedback from management, upon which the terms of
this Agreement shall also apply.

E. HOLIDAY & LEAVE POLICY

That the Employee shall get a total number of 12 days casual leave after completing 180 days
of continuous employment (accumulation shall not exceed 30 days), 12 days sick leave dur-
ing the 12 months of continuous employment (no accumulation will be allowed) and other
calendar or bank holidays that is decided, approved and communicated by the Management.

The Employee shall be bound by any or all changes made to leave policy introduced by the
Company subsequent to signing of this Agreement, that may or may not be applicable to all
Employees.

F. NON-COMPETITION AND NON-SOLICITATION

During the term of employment with the Company and for a period of one (1) year following
the Termination Date, the Employee shall not, directly or indirectly, either as an individual on
his/her own account or as a partner, employee, consultant, advisor, agent, contractor, director,
trustee, committee member, office bearer, or shareholder (or in a similar capacity or func-
tion):

1. contact any of the existing or prospective Clients of the Company or work with the
Company’s Client’s under any situation;
2. solicit employment of or advise any other employee of the Company to terminate
his/her contract or relationship with the Company or accept any contract (directly or
indirectly) or other arrangements for providing services to any other person or organi-
zation; or,
3. damage in any way the business relationship of the Company with any Client, existing
or prospective;

The Employee also ensures to

- not onboard Clients using the Company’s resources, pitches, business model, etc.
- not use any of the Company’s resources for deliverance of his own Services;
The Company may, however, relieve the Employee, from complying with the provisions of
this Section in whole or in part.

The Employee shall not take up any work which may be violative of the Company’s obliga-
tions in any manner or have a negative impact on the Company’s business, reputation or
working.

G. CONFIDENTIALITY

The Employee shall not disclose, any time, to any Person or Competitor who is not em-
ployed, part of or associated with the Company; or use for any purpose that is not within the
scope of his services, any Confidential Information, except in accordance with any written
exception made by the Company. Confidential Information shall be as has been defined in the
Employment Agreement. The Employee shall ensure that all details, information, reports,
business information, etc. that are shared with the Employee shall be kept confidential for the
period of this Agreement and a period of one (1) year from the date of termination of the
Agreement.

The Employee shall also maintain strict and absolute confidentiality on all financial agree-
ments and terms, negotiations, discussions, etc. between the Company and the Employee.

G. GOODWILL OF COMPANY

That the Employee shall maintain the goodwill, reputation and respect of the Company dur-
ing and after the termination of this Agreement. In the event that the Employee is terminated
by the Company or resigns from the Company, the Employee shall continue to maintain the
confidentiality and shall ensure that he/she does not talk about, directly or indirectly, the
Company, in any manner whatsoever on any public/personal or social platform in such a
manner than defames the Company or negatively publicises the Company, its Employees, Di-
rectors, business, work culture etc.

H. REIMBURSEMENTS

That the Company shall make due and valid reimbursements to the Employee upon receipt of
due receipts for such costs incurred on a monthly basis. This Reimbursement is only specific
to client meetings and work related meetings. The Reimbursements will not include to & fro
travel to office. The Company reserves the right to change the policy for reimbursements as
it deems fit and the same shall be applicable to the Employee.

The Employee accepts and agrees that no reimbursements shall be made in the event that the
due process is not followed.

I. INTELLECTUAL PROPERTY

All Intellectual Property conceived (whether during regular business hours or not), discov-
ered, or made by Employee during the course of his/her employment with the Company, and
other ideas, techniques or principles related to the business of the Company, shall be
promptly disclosed in writing to the Company.
All rights in the Intellectual Property shall belong to the Company immediately upon the for-
mation of such rights, whether or not the final work / mark / invention in which the Intellec-
tual Property vests is formed or completed, for the full term of each and every such right, in-
cluding renewal or extension of any such term. The Employee shall perform all acts, includ-
ing execution of documents and assistance in legal proceedings that are necessary to defend
or establish the rights of the Company in the Intellectual Property in any country, if so re-
quired.

The Employee shall not use the Company’s Intellectual Property or any related information,
derivatives, details, deliverables, research work, etc. for its own use or purpose and/or for the
deliverance of Service under his/her own venture.

J. TERM

Subject to the provisions of termination as hereinafter provided, the term of this Agreement
shall begin on DD, MM. YYYY.

After Completion of the Probation Period as per clause D, The Employee agrees to a lock -in
period of Twelve Months, from the day of the Completion of the Probationary Period.

The obligations of the Employee under this Agreement will survive both the execution of this
Agreement and the Termination Date.  

If the employee, decides to terminate the contract without during the twelve month lock-in
period, The Employee shall upon giving the resignation, will compensate the Company an
amount equivalent to pro-rated salary for the balance Lock In Period.

K. COMPENSATION

The Company shall compensate the Employee as per the Compensation Letter attached
hereto as Annexure 2 (as revised from time to time) for the services of the Employee in ac-
cordance with this Agreement. All forms of compensation or benefits payable to the Em-
ployee hereunder shall be subject to all applicable taxes and the Company may withhold from
amounts payable under this Agreement such taxes as shall be required to be withheld pur-
suant to any applicable law or regulation.

L. TERMINATION OF EMPLOYMENT

The Employee may terminate this Agreement after serving the Lock In Period or with the
Written Consent of the Company during the Lock In Period by serving a due and valid notice
period of one (1) month to the other Party, for such termination and by thereby carrying out
all their obligations to each other.

The Company may terminate the Employee’s employment with the Company under this
Agreement, without serving any notice, with immediate effect, in the event of misconduct, or
fraudulent, dishonest, non performance or undisciplined conduct of the Employee, or insol-
vency or conviction of the Employee for any offence involving moral turpitude, or breach of
any term of this Addendum or the Employment Agreement or Rules of the Company or other
documents or directions of the Company by the Employee, or any unauthorized absence of
the Employee from the place of work for more than seven (7) consecutive working days, or
closure of the business of the Company, or redundancy of the post of the Employee in the
Company.

The Company may, amongst other reasons, also terminate the Employee in the event that the
Employee ends up deleting or transferring or recreating their Work Product or Assignments
or Projects from their system.

Notwithstanding anything mentioned in this Agreement, the Company may terminate the
Employee’s employment under this Agreement upon written notice to the Employee without
assigning any reason, in accordance with the provisions of this Section:

a. Termination by the Company shall be without any notice during the period of
probation of the Employee or the Company may choose to give the Employee
a notice period of 15 (fifteen) days during the period of probation. The Em-
ployee shall give a notice period of 15 (fifteen) days during the period of pro-
bation to the Company.
b. Once confirmed, the termination would be effective after thirty (30) days from
the date of receipt (by the Employee) of such notice (hereinafter referred to as
the “Notice Period”).
c. In the case of Termination of contract due to non performance of the employ-
ees duties, non achievements of targets and responsibilities or being unavail-
able for required meetings or relinquishing employment, The Company shall
not be liable to any financial obligation to the Employee.

N. REPRESENTATION & WARRANTIES:

The Employee represents, warrants and confirms to the Company that he/she is not disquali-
fied under any law or contract to act as Employee of the Company, that he/she has not com-
mitted any breach of any undertaking or contract with his/her previous employer and that
there is no contract or other provision that prohibits or restrict, including but not limited to
non-competition, non-disclosure and non-solicitation covenants, which will have a restriction
on his/her services under this Agreement, other than those contained in this Agreement. The
Employee agrees to indemnify and hold harmless the Company for any liability the Company
may incur as a result of the existence of any other such covenants, obligations or commit-
ments. The Employee, furthermore, represents and confirms that there is no criminal record,
case, First Information Report, and/or criminal proceedings in any court.

M. THE COMPANY PROPERTY – EMPLOYEE’S DUTY TO RETURN

The Company’s Intellectual Property and Property acquired by the Employee after signing
this Agreement shall be returned to the Company not later than the final date of his employ-
ment with the Company.

Until such time as all the Property is returned to the Company, the Company shall, in addition
to initiating legal proceedings for recovery, be entitled to withhold any salary, emoluments or
other dues of the Employee and may further, at its discretion, deduct therefrom, the full value
of the Property calculated at its then replacement price.  In addition, the Company may also
take any other legal action against the Employee and shall have the right to recover the full
amount of the replacement price, if the dues of the Employee are not sufficient to cover the
replacement price. Further, the Employee shall compensate the Company for any misuse or
damage to the Property of the Company.

N. NOTICES

1. All notices given pursuant to this Agreement, shall be in writing over email and shall
be deemed to be served 24 hours after the email is sent.

2. Any notice to the company to be given by any Party to this Agreement shall be
deemed to be duly served if delivered by email to the following address:

If to the Company:
E-mail: vsm@thesawai.com
CC: kajal@thesawai.com

If to the Employee:

E Mail:

Any change in the email address of either party shall be notified to the other party in the same
manner mentioned herein above.

Q. WAIVER:

Any waiver by the Company of a breach or threatened breach of this Agreement by Em-
ployee shall not be construed as a waiver of any subsequent breach by Employee.

O. ACKNOWLEDGMENTS:

Employee acknowledges that he has been provided with a copy of this Agreement for review
prior to signing it, that he has reviewed it and that he understands the purposes and effects of
this Agreement, and that he has been given a signed copy of this Agreement for his own
records.

P. DISPUTE RESOLUTION:
Any and all disputes, controversies and conflicts (‘Disputes’) arising out of this Agreement
between the Parties or arising out of or relating to or in connection with this Agreement or the
performance or non-performance of the rights and obligations set forth herein or the breach,
termination, invalidity or interpretation thereof shall be referred for arbitration in terms of the
Arbitration and Conciliation Act, 1996 or any amendments thereof. Prior to submitting the
Disputes to arbitration the parties shall resolve to settle the dispute/s through mutual negotia-
tion and discussions. In the event that the said dispute/s are not settled within 30 days of the
arising thereof, the same shall finally be settled and determined by arbitration in accordance
with the Arbitration and Conciliation Act, 1996 or any amendment thereof. The place of arbi-
tration shall be Goa, India and the language used in the arbitral proceedings shall be English.
Arbitration shall be conducted by a sole arbitrator. The sole arbitrator shall be appointed by
the Company in its sole discretion. The arbitral award shall be in writing and shall be final
and binding on each party and shall be enforceable in any court of competent jurisdiction.

Q. MISCELLANEOUS

1. Entire Agreement: This Agreement constitutes the entire agreement be-

tween the signatories and shall supersede all negotiations, preliminary
agreements, and all prior and contemporaneous discussions and under-
standings of the signatories in connection with the subject matter hereof.

2. Amendments: No change, modification, or termination of any of the terms,

provisions, or conditions of this Agreement shall be effective unless made
in writing and signed or initialled by all signatories to this Agreement.

3. Severability: If any paragraph, sub-paragraph, or provision of this Agree-

ment, or the application of such paragraph, sub-paragraph, or provision, is
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, and the application of such paragraph, sub-paragraph, or pro-
vision to persons, or circumstances other than those with respect to which
it is held invalid shall not be affected.

4. Parties To Act With Due Diligence And In Good Faith : The Parties hereto
shall dutifully perform all covenants of this Agreement in letter and spirit
and shall otherwise act with due diligence and in good faith.

U. GOVERNING LAW AND JURISDICTION

1. This Agreement shall, in all respects, be governed by and construed in all respects in
accordance with the laws of India.

2. In relation to any legal action or proceedings to enforce this Agreement, the Employee
irrevocably submits to the exclusive jurisdiction of any competent court and waives
any objection to such proceedings on grounds of venue or on the grounds that the pro-
ceedings have been brought in an inconvenient forum.

IN WITNESS WHEREOF, the signatories have executed this Employment Agree-

ment as of the day and year first above written.
The Sawai                 Name of the Employee

Party: Employer Party: Employee

Name: Mr. Vikrant Singh Mathur Name:

Title: Founder Title:

 ANNEXURE 1

SCOPE OF SERVICES

The Employee of the Company shall be bound by this Agreement to fulfill the following ser-
vices for the Company:

Title:

The Responsibilities & Duties

1.
 ANNEXURE 2

COMPENSATION LETTER

The Employee shall be entitled to receive compensation in accordance with the terms set
forth in this Compensation Letter for any and all the services of every nature rendered and to
be rendered by the Employee in connection with his employment with the Company as laid
down in this Agreement in India. The Employee shall be bound by the terms and conditions
set forth in this Agreement

Annual Compensation

Your total annual compensation shall be equivalent to

as specifically defined below and other benefits as per company policy.