ASSIGNMENT 2 – DRAFTING EXCERCISE

X Inc. is a Delaware Company, registered with NASDAQ. X is in the process of setting up a

wholly-owned subsidiary in Bangalore, India named Y. Y which will be a private Limited
company, incorporated under the Companies Act, 2013, and will be engaged in the business of
providing database, software services to X from India. X wants Y to employ senior managerial
personnel/key employee named Mr. Rohit Agarwal (“Mr. Agarwal”) in India based on the
following terms:

A. Mr. Agarwal will be employed for a term of 5 years, with initial 6 months of probation period.
B. Mr. Agarwal will be paid an annual salary of INR 40,00,000 per annum and granted 34,000
employee stock options of X which will vest over a period of 4 years and thereafter, Mr.
Agarwal can exercise it after payment of exercise price in accordance with the terms of ESOP
Plan, 2022 implemented by X.
C. Mr. Agarwal will also be eligible for additional benefits as per the terms of the Y policies.
D. Mr. Agarwal can terminate the employment agreement only after giving prior notice of 3
months, and will not be eligible to join the competitor business for another 2 years.
E. Mr. Agarwal’s employment may be terminated for cause (in case of misconduct) etc., without
cause i.e. will resign as a good leaver, resign from Y etc..
F. Mr. Agarwal will be required to maintain confidentiality during and after terms of his
employment.
G. Any dispute will be settled through arbitration under Arbitration and Conciliation Act, 1996.

You are the legal counsel of X who wants you to draft an employment agreement for Mr. Agarwal
which is to executed with Y (post incorporation of Y). Accordingly, you are required to draft the
employment agreement which inter alia, should include the following clauses:

A. Definitions (to the extent relevant for drafting the clauses below);
B. Term and Termination Clause;
C. Duties, role and responsibility of employee;
D. Remuneration;
E. Representations and Warranties;
F. Additional provisions applicable to senior employees such as garden leave, indemnity
provision etc.;
G. Non-compete, non-solicit clauses
H. Confidentiality;
I. Governing law and dispute resolution mechanism etc.
Note: The participants are permitted to assume factual information to the extent necessary for
drafting the aforementioned provisions. However, please write down the assumptions.