STRICTLY PRIVATE & CONFIDENTIAL

APPOINTMENT LETTER

Date : 25-Jul-2022

To
Mr. Kaushik Parmar
296,shubhasnagar,& near
nobalnagar,& om prakash Tiwari
school,& naroda, Ahmeda-382340
Dear Employee,

With reference to your candidature for suitable career opportunity in our organization and further by
our subsequent discussions, we are pleased to appoint you in the organization as per following terms
and conditions:

1. COMMENCEMENT OF EMPLOYMENT.

Your employment will be effective from 01-Jun-2022, and you are required to join on this date
without fail, non-compliance to which will result in withdrawal of your appointment.

2. JOB TITLE

Your job title will be “Jr. PHP Developer.”

3. TERMS OF EMPLOYMENT

The Regulations and Conditions of Employment as set out herein will be deemed to constitute a
“Contract of Employment”, in fulfillment of current employment legislation. You will be required to
sign at the space provided at the end of these conditions, agreeing to adhere to the Company’s Terms
& Conditions of Employment and this agreement in totality.

4. COMPENSASTION PACKAGE

Your Annual Cost to Company (CTC) will be Rs.247,800.00( Two Lacs Forty Seven Thousand Eight

Hundred Only), which will be inclusive of Basic Salary, Allowances, performance bonus and any

other direct or indirect benefits attached to this position as may be applicable from time to time.

Compensation and career progression shall be dependent on performance & conduct and in no case

shall be construed to be a matter of right. Company reserves the right to revise the compensation and
5. DEDUCTION & LEAVE POLICY

The Compensation Package will be subject to all required deductions, including but without

limitation, Tax Deducted at Source (TDS), Professional Tax, and Provident Fund (PF) etc. as

applicable time to time. You shall be responsible for filing of your personal tax returns and any other

compliance under Indian laws. You shall be responsible to submit the receipts, bills, income

disclosure statements and documents etc which are linked to exemptions as per income tax; HR will

not be responsible for your out of time non-submission of these documents. All the regular full time

confirmed employees are entitled for leave as per leave policy effective time to time. You will not be

entitled for any leave during probation period except sick leaves / emergency reason.

6. DUTIES AND RESPONSIBILITIES

Your work in the organization will be subject to the rules and regulations of the organization as laid

down in relation to conduct, discipline and other matters and as reflected in company’s HR

handbook. You will acknowledge and behave as per the responsibilities and duties attached to your

position and conduct yourself accordingly. You will not enter any commitments or dealings on behalf

of the Company for which you have no clear authority, nor alter or be a party to any alteration of any

principle or policy of the Company or exceed the authority or discretion vested in you without the

previous sanction of the Company or those in authority over you. You will be sole responsible for any

loss or damage may occur due to any of your action violating the same. You need to indemnify

company in case of any such act of yours which causes any type of loss to business and company

(May be financial loss, reputation loss etc)

You shall not associate, in any capacity, directly or through anyone else either part time or full time,

with or without remuneration or on honorary basis with any company, firm, association, entity etc

without obtaining prior written permission from the company management.

You shall not, without the prior written permission of the management of the company, accept or
undertake to accept either directly or indirectly any gifts, commission or other favor of any kind
whatsoever in connection with your employment with the company.
You will not publish any article or statement, deliver any lecture or broadcast or make any
communication to the press including magazine publication relating to the company’s products or to
any matter with which the company may be concerned without obtaining prior written permission
from the company management.
You will be responsible for the safe keeping and return in good condition and order of all the
properties of the Company, which may be in your use, custody, care or charge. For the loss of any
property of the Company in your possession, the Company will have a right to assess on its own basis
and recover the damages of all such materials from you and to take such other action as it deems
proper in the event of your failure to account for such material or property to its satisfaction.

7. SERVICE AGREEMENT

As the company is in international business and working with advance technology and tools with
high professional and ethical practices, it is necessary to provide extensive training to employee to
make them compatible to work as per company requirement. Company will spend considerable
amount of time, resources, money and energy in this process and hence to cover this direct and
indirect cost, it is must for employee to work with the company. By accepting this letter of
appointment, you undertake to agree to the terms and condition. You need to hand over a security
cheque which will serve as a security deposit from your end for abiding to the terms You completely
understand that the breach to the terms will make company to act towards depositing the cheque
and dishonor of cheque will result into invoking the related legal provisions and implications. You
have to join on the date given by or else your cheque would be deposited considering the breach of
terms to join. You cannot leave the job without resignation letter and serving notice period of
2months.

In case, you want to leave job for any reason during this period, you will require to apply with

Resignation letter and server notice period of 2 months. To clause, if you do not serve the notice

period then your security cheque will be deposited in the bank.

You shall be required to deposit signed cheque payable at Ahmedabad drawn in any nationalized

bank in favor of the company for the amount equivalent to 2 months’ Salary of your current annual

CTC at the time of signing this appointment letter. Company shall have all the right to deposit this

cheque or recover more damage as deem fit may be by the management of the company in case of

breach of this agreement by the employee. The company is entitled to the said amount of cheque to

cover direct and indirect cost / loss. The company is also entitled to initiate the legal proceedings

under Contract Act & Criminal Act (Cr.P.C and IPC and other related laws) if the aforesaid cheque is

not honored and all cost pertaining to legal dues of the company needs to be borne from your

(Employee’s end). Company at its sole discretion, in an exceptional

situation, can consider waiving the number of liquidated damages and may allow you to leave the job

within agreement period with a suitable notice period.

8. PROBATION

You will be on probation for a period for two (2) months from the date of your joining to the
Company. Your employment status with the Company will remain probationary until you are
expressly confirmed to have achieved regular employment status with the Company by an email by
company’s authorized representative. The probation period may be curtailed or extended by the
Company at its sole discretion without assigning any reasons

During the probation period, your performance and work behavior will be thoroughly assessed and
evaluated by management and only on satisfactory completion of your initial or extended probation
period, you will be confirmed in the regular service of the Company on such terms and conditions as
decided by the Company.

9. Resignation & Termination

Resignation should be applying by official email. You would be encouraged to provide 2 months of
compulsory notice period to facilitate a smooth transition.
During your probation period, your employment with the Company may be terminated at any time,
by giving one week notice as per sole discretion of the company. After confirmation of your job and
during the agreement period, company can terminate your job by giving you two months’ notice in
lieu of notice period which can also be extended to 3 months as per sole discretion of the company. If
in case, you do not serve the 2 month of notice period your security cheque would be liable to deposit

At any time, company can terminate your job by giving you 15 days’ notice period as per sole
discretion of the company.

The Company shall be entitled to forthwith terminate the appointment without any notice otherwise
in case of but not limited to:

. Any act of dishonesty, disobedience, insubordination, incivility, intemperance, irregularity in

attendance or other misconduct or neglect of duty, or incompetence, non-performance to the
satisfaction of the management in the discharge of duty or breach of any of the provisions of the
appointment letter or any other rules and regulations, code of conduct or other policies as
applicable time to time.
. The Employee being declared insolvent or to be adjudged an insolvent or where employee has to
make a compensation or arrangement with creditors or is being found guilty by a competent court
of any offence under the law.
. Discovery of any intentional or and willful incorrect information provided by the employee to the
company in the application for employment or during the term of employment.
. Non-compliance with all applicable laws and regulations in the conduct of business for and on
behalf of the company.

. Theft, misappropriation or willful destruction of Company property.

. Refusal or failure to comply with a reasonable instruction given by your supervisor or willful
insubordination or disobedience of any lawful and reasonable order of a superior.

. Sexual harassment or intimation of any employee.

. Behavior which is either physically or verbally threatening or degrading to others.

. Failure to achieve the performance targets set out for you under performance Management
systems of the Company from time to time.

. Violation of Code of Conduct & Business Ethics.

. If you remain absent from work or extended your stay after the end of the granted leave without
authorization for the period of 7 consecutive days.

. Disclosure of any information that the Company may consider confidential or breach of this
agreement by the employee.

. Non-Competition. Non-Disclosure, Non-Solicitation and non-circumventing are the main clauses

to be considered along with this agreement. All these clauses need to be read, understood and
interpreted together along with this agreement / appointment letter. There are a non-disclosure
agreement (NDA) which employee needs to sign along with this appointment letter and should
abide and agree to the clauses mentioned therein as a part of the acceptance to this appointment
letter. In case of any ambiguity between these two documents (Appointment letter and NDA), in
such case clauses mentioned in appointment letter will supersede the implications and will be
decision making factor;

. Employee’s involvement in any competitive business or competitor’s service or freelancing, insuch

cases, the loss can be recovered through security cheque deposited

. Violation of IT policy and Information technology act of GoI as applicable from time to time.

. Personal or unauthorized use of any facility or services of the company.

. Any violation of rules and regulation mentioned in this appointment letter, agreement, employee
handbook or any other applicable policy time to time.
Termination of your employment under this section would be without prejudice to:
a) The Company’s right to claim the actual damages it has suffered through this breach; and
b) Any other relief to which the Company may be entitled under contract, law or equity.
Immediately upon any termination of your employment, you will return to the Company all property
and date of the Company previously provided to you or obtained during course of employment, by
the Company, or otherwise in your custody, possession, or control.

Upon termination of employment for any reason, the employee hereby consents to notification by the
company to any subsequent company about rights and obligations under this agreement along with
all the documents signed and submitted by employee and the Employee Non-disclosure,
Non-Solicitation etc. agreement/s that survives and remains effective after termination of this
agreement.

Full and Final settlement payment will be after 45 days of your last working day

10. RULES & REGULATIONS

You shall, in addition to the terms and conditions of employment specifically stated herein, also be

governed by the rules, regulations and such other practices, systems, procedures and policies

framed, amended, or modified by the Company from time to time and mentioned in Employee

handbook or anyother documents. Company needs no consent from you at that time and there will

be no amendment to this agreement required then. You completely understand and agree that

company at any time change its policies for betterment and good administration of company and

employee will need to agree to those policies as and when announced and implemented in company.

You will abide by and follow all guidelines, service rules, regulations, standing orders, code of

conducts, instructions and directives (or by whatever name called) that the Company may issue from

time to time, generally applicable to the employees or specifically applicable to you, whatever

personally conveyed to you or not. Any breach thereof will entitle the Company to terminate your

appointment. The said guidelines and other rules and regulations etc. and the specific terms &

Conditions of the appointment letter hereof are supplementary to each other and are to be read in

cohesion/conjunction with each other. In the eventuality of there being any confusion or conflict

between the two, the interpretation and intentions laid out by the Company shall be final and

binding. It is your responsibility to read and abide by the company’s policies and procedures and

Company’s Rules of Conduct and Corporate Policies issued from time to time during your

employment. You are required and expected to read and understand all the above and strictly adhere

to the same. The terms and conditions as laid down in any of the above manuals, handbooks and

procedures may be amended by the Company at its discretion from time to time. You will also be

governed by statutory laws enacted by Central or State Government or local authorities as may be
11. NON DISCLOUSURE & CONFIDENTIALITY OF INFORMATION

(Detailed clauses covered in NDA)

During the period of your employment with the company or at any time thereafter, except in the
course of performance of your duties, you shall not use, divulge or disclose any information to any
person, association, agency or company, any of the information or secrets concerning the affairs of
and / or the business of the company, which you may have acquired incidental to or in the course of
your employment in the company. You will, not at any time, without the consent in writing of the
company during the term of your services with the company, or after the termination of service with
the company or otherwise, make known or divulge in any manner whatsoever, any information
which, while in the service of the company you have acquired as confidential secret information
concerning the technical processes, patents, transactions, finances or affairs of the company. In
addition, you shall be bound by the decision of the company in regard to publication written or

You shall observe utmost confidentiality and secrecy of all information received by you or entrusted
to you in the course of your employment. By accepting employment with the company,
youacknowledge that all the information received by you in the course of your employment with the
company is proprietary of the company and is not personal to you.

You shall ensure that neither originals nor copies of software or documents and files in
electronic/digital from (e.g., on diskettes, tapes, drives CDs etc.), which are the property of the
Company, are removed from the offices of the Company, for any reason whatsoever, unless explicit
advance permission is given by a duly authorized officer of the Company. You shall also be not
allowed to bring your personal laptop to the office premises for any usage purpose without
management permission.You shall also ensure that all originals and copies (made by any means
whatsoever) of documents or parts thereof (of whatever nature) which you remove from the offices
of the Company for work purposes are returned to the offices of the Company, unless alternative
instructions have been received from a duly authorized officer of the company. In any event, upon
your leaving the services of the Company, you shall ensure that all originals and copies (made by any
means whatsoever) of documents or parts thereof (in whatever form and of whatever nature) in your
possession are returned to the offices of the Company.
You shall not be having any unauthorized website or unauthorized software usage in company’s

provide computer system. Moreover, you are strictly not allowed any data theft (including the client

connect or contacting company’s clients, suppliers, vendors, other employees etc) which if

founded would lead to legal proceedings by company as per the prevailing laws. The company also

has right to deduct the amount of any other loss as well as loss due to data theft from salary or from

the security cheque deposited. The data theft will be considered to be a theft under IPC and other

provisions of laws and employee may be prosecuted under criminal proceeding laws as well.

12. INTELLECTUAL PROPERTY RIGHTS

Any and all documents, processes, methodologies, systems, formats, analyses, models (financial,

statistical or mathematical), presentations, designs, web sites, films, animations, programming code

/ software and IT solutions etc. that you, by yourself or with others, create, use, modify, or acquire in

the course of your employment with the Company is property of the Company and the Intellectual

Rights associated with the same shall vest with the Company alone. You are expressly forbidden from

sharing any knowledge of such documents, process, methodologies, systems, formats, analyses,

models (financial, statistical, or mathematical), presentations, designs, web sites, films, animations,

programmingcode / software and IT solutions etc. with any unauthorized personnel within the

Company and with any and all persons not employed by the Company.

In the event of your leaving the services of the Company, you shall respect the Intellectual Property

Rights of the Company and shall not use or share any knowledge of any documents, processes,

methodologies, systems, formats, analyses, models (financial, statistical or mathematical),

presentations, designs, web sites, films, animations, programming code / software and IT solutions

etc. that you, by yourself or with others, create, use, modify, or acquire in the course of your

employment with the Company with any future employer or with any commercial or

13. NON-SOLICITATION OF EMPLOYEES

Company values its employees and requires fair protection from the loss of those employees. Both
during employee’s employment with the Company and for a period of two years following the date of
termination of employment, for any reason, Employee shall not, directly or indirectly, solicit any
other employee to leave the Company’s employment.
14. CONFIDENTIALITY OF TERMS OF APPOINTMENT

You are required to ensure the strictest confidentiality regarding your remuneration and the terms of
appointment at all times, and you shall specifically not discuss any terms of appointment with other
employees of the Company.

15. GENERAL

. Your age mentioned in the Matriculation / Higher Secondary Certificate will be deemed to be the
conclusive proof of your date of birth.

. Your address as given in the application form will be deemed to be correct for the purpose of
sending any communication to you. In case of any change in your address you will inform the
company in writing about the same within seven days. Any communication sent to your last
recorded address would be deemed to have been duly served upon you.

. You will hand over the charge of letter of authority or power of attorney issued to you or any
property/material of the Company in your possession at the time of cessation of your
employmentwith the Company.

. The present designation is subject to change depending upon work assignment from time to time.

. You shall be required to sign and abide by the rules and regulations which the Company has in
case you join the Company in the absence of the relieving order from your previous employer, you
shall do so at your own risk and undertake to keep the Company indemnified for all loss /damage
by such act.

. You shall not join any further study program (part time / distance learning or other) without
written approval from the management.

. You shall ensure that you will use all facilities (mobile, internet, conveyance etc.) provided to you
by the company only for official purpose. Personal use of any company facilitiesshall not be
entertained and would be considered as a breach of company rules & regulations.

. You are expected to take utmost care while performing your duties and Company shall not be held
liable for any accident, injury and mishap occurred within company premises or outside.

. You will be required to apply and maintain the highest standards of personal conduct, ethics,
discipline, and integrity at all times and in all matters.

. You shall not engage yourself in any act or communication which does, or is likely to, bring any
disrepute or harm to the name, reputation and standing of the Company.
. You shall not engage yourself in any act or communication which does, or is likely to, bring any
disrepute or harm to the name, reputation and standing of the Company.

. You shall always conduct yourself so as to be in compliance with all applicable laws and
regulations of the Republic of India and of any country you may be traveling to or working in.

. Any breach of any terms and condition of this appointment or any prevailing rules time to time
may fetch penalty, disciplinary actions or even termination of job without any notice period or
notice pay in lieu of notice period.

16. DISPUTES & COMPANY RIGHTS

. All disputes and differences that may arise between the Company and the Employee in respect of
any matter pertaining to this agreement/contract or any other including actual or anticipatory
breach by employee, termination, monetary matters or any such disputes will be subject to the
Court of Ahmedabad Jurisdiction and shall be dealt / settled at Ahmedabad only. The entire
conciliation and arbitration process as mentioned in NDA agreement will be followed in case
ofdispute resolution.

. If any information provided by the employee found incorrect or with discrepancy, company hold
the right to terminate the service with immediate effect without giving any notice period or other
benefit.

. The company reserves right to add, alter or delete any of the conditions mentioned in this letter of
appointment during continuance of employment without assigning any reason whatsoever for any
point not specifically mentioned in this appointment letter, will function as per the decision of the
management and shall be binding to you.

. The company will be entitled at any time during your employment or in the event of termination,
however arising, to deduct from your salary or other receivables any amount due to the company
including but not limited to loans or advances.

. No failure or delay by the Company hereto at any time during your appointment to exercise any
right or remedy hereunder shall operate as a waiver thereof nor shall it in any way affect the
existence and contents of that right or remedy nor shall any single or partial exercise of any right
or remedy prevent any further to other exercise thereof or the exercise of any other right or
remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or
remedies provide by law.

. The company can recover legal damages from the Employee in case of legal proceedings for
any matter regarding the Employment with the company.
17. CONDITIONS PRECEDENT

This offer of employment is subject to reference checks to the Company’s satisfaction, validation of
academic records and career details. Notwithstanding any term herein to the contrary, if at any time
in the course of your employment company becomes aware of any material suppression of facts, or
any unethical or illegal acts on your part (Whether past, present or future intent), your employment
shall be liable for immediate termination without any notice or compensation whatsoever and
Company may seek legal recourse, if necessary,It must be specifically understood that this offer is
made based on your proficiency on technical/professional skills you have declared to possess as per
your application for employment and your ability to handle any assignment/job independently. In
case at a later date any of your statements/particulars furnished are found to be false or misleading
or your performance is not up to the mark or falls short of the minimum standard set by the
company, the company shall have the right to terminate your services forthwith without giving any
notice notwithstanding any other terms and conditions stipulated therein. The above terms and
conditions are based on the company’s policy, procedures and other rules currently applicable in
India and are subject to amendments and adjustments from time to time. In all matters including
those not specifically covered here such as travelling, retirement, etc. you will be governed by the
rules of the company as shall be in force from time to time.
Please sign the duplicate copy of this letter along with the CTC break up (Annexure A) as mentioned
as below and return to us as a token of your acceptance of the terms and conditions of employment
offered to you.

With best wishes,

For, ELSNER TECHNOLOGIES PVT LTD

(Authorized Signatory)

Ayusha Joshi
Sr.HR Manager
Endorsement of Acceptance:

I have read the terms and conditions of this offer of appointment and after having understood the

content of thereof, I am unconditionally accepting all the terms and conditions and signing the offer

of appointment as my acceptance. I say that I know the English Language and hence I understood

this offer of appointment completely. I also agree that I am a major (Above 18 years) by age, a person

with sound state of mind, am under no undue influence or coercion, am not under any effect of

intoxicating substance and am fully compliant to enter into this agreement and am doing so by

signing and accepting the above-mentioned terms and conditions. Further I agree to abide by the

Company Rules and Regulation in force time to time.

Date : 01-Jun-2022
Employee’s Signature

Place : Ahmedabad Mr. Kaushik Parmar

Employee’s Name

Witness 1 Witness 2

Name : Name :

Position : Position :
 ANNEXURE - A: SALARY STRUCTURE BREAK UP

We are pleased to appoint you for the position “Jr. PHP Developer” in our organization at our

Ahmedabad office with effect from 01-Jun-2022 under the following terms and conditions along

with the above-mentioned appointment letter.

a) Your remuneration structure will be asfollows:

Components Monthly Annualy

Basic Salary 20000 240000

GROSS SALARY 20000 240000
Employer ESIC 650 7800
CTC 20650 247800
Employee ESIC 150 1800
TOTAL DEDUCTION 150 1800
NET TAKE HOME 19850 238200

b) Income Tax as applicable will be deducted at source from your salary.

c) Any previous or future verbal agreement is not part of this employment and Management will
not entertain the same.

d) You need to insure yourself towards medical insurance policy and need to furnish the policyto
HR Dept/management within 7 days from the date of joining and management is not responsible
for any medical treatment fees/claim. Any medical insurance facility from company will just be
an additional facility and will be in no way company’s liability to fulfill it.

e) All other benefits like Ex-Gratia, Annual revision in the salary etc. will be applicable, only if you
are in the employment at the time of its announcement and employed with company. Employee
should not claim any benefit under any labor laws before discussing with company.
 NON-DISCLOSURE AND NON-COMPETE AGREEMENT

THIS AGREEMENT is made and entered into at Ahmedabad on this 01-Jun-2022 by and between:

“Elsner Technologies Pvt Ltd.”, a company incorporated under the Companies Act, 1956 and
havinga place of business, among others, at 3rd floor, 305-306, Iscon Center, Shivranjani Cross
Road, Satellite, Ahmedabad 380015 INDIA (hereinafter referred to as the ‘Company’ which
expression includes the placement or employment within any of its present or future group
Company / companies etc. and shall include, unless contrary to the context, its legal heirs, assignees
and successors) of the first part having company’s PAN card number as AACCE2232P, Mr. Harshal
Shah (Founder and Director of stated Company) or authorized HR personnel will be signing this
agreement in respective capacity of an office bearer.

AND

Mr. Kaushik Parmar Son of Himmatbhai aged about Age years, permanently residing at
296,shubhasnagar,& near nobalnagar,& om prakash Tiwari school,&
naroda, Ahmeda having his PAN card number as PANCARD Number hereinafter referred to as the
‘Employee’ or ‘Second Part/y’ which expression shall include, unless contrary to the context, his legal

Hereinafter, referred to individually as a “Party” and collectively as the “Parties”; This agreement is
binding and legally enforceable upon both the parties in respective capacities, their legal heirs, their
assignees, authorized signatories but not limited to these mentioned.

WHEREAS:

a) The company is engaged in the business of Software Development / Website Design & training IT
professionals and other activities related to Information Technology services and IT Enabled
Services;
b) The Employee has been employed in/with the company and has been providing the services to the
company since 01-Jun-2022.
c) In view of his/her employment with the Company or otherwise, certain information related to the
business of the company and its client is / would be disclosed to or has directly or indirectly
come/ may come within the knowledge of the Employee;
NOW, in consideration of (a) initial employment of the Employee; (b) career advancement of
theEmployee by way of pay out raise and/or incentives from time to time; and (c) continued
employment of the Employee, each of which is hereby agreed and accepted by the Employee as due,
good and sufficient consideration, the parties hereto agree as under
1) Definitions & Scope: As used herein, the following expressions shall have, unless the context
otherwise requires, the following meanings:
i. “Business”shall mean such activities of commercial nature as may be carried out by
theCompany from time to time and includes but is not limited to, Information Technology &
related services.
ii. “Confidential Information” shall mean and include but not limited to the following, inwritten,
digital, oral or any other form:

a) Technical information concerning Company's products and services, including product know-how,
formulas, designs, devices, diagrams, software code, test results, processes, inventions, research
projects and product development, technical memoranda and correspondence;
b) Information concerning Company's business, including cost information, profits, sales
information, accounting and unpublished financial information, business plans, markets and
marketing methods, customer lists and customer information, purchasing techniques, supplier
lists and supplier information and advertising strategies;
c) Information concerning Company's Employees, including salaries, strengths, weaknesses and
skills;
d) Information submitted by Company's customers, suppliers, Employees, Employees or co-venture
partners with Company for study, evaluation or use; and
e) Any other information not generally known to the public which, if misused or disclosed, could
reasonably be expected to adversely affect Company's business.
f) Any information, know-how, data, process, technique, program, lists, design, drawing, formula,
test work in process, engineering, manufacturing, marketing, financial or personnel matter, or
sales, suppliers, customers, employees, investors or business operations, or plans, whether in oral
written, graphic, magnetic, electronic, or other work undertaken/exchanged between the parties,
or
g) Any communication, whether in oral, written, graphic, magnetic, electronic, or other form, that is
either conspicuously marked "confidential" or "proprietary" is known or reasonably should be
known by the other party to be confidential or proprietary, or is of a confidential or proprietary
nature, and that is made in the course of discussions, studies, or other work undertaken between
the parties.
h The identities of companies, consultants and other service providers used by Target Company,
) both foreign and domestic, in connection with business, supplier lists, supplier information,
computer databases containing customer, product and vendor information, designs, drawings,
specifications, techniques, models, documentation, diagrams, flow charts, research and
development processes and procedures, "know-how" or new technology information, financial,
marketing and sales information and projections, pathology service pricing, profitability,
marketing techniques and materials, marketing timetables, strategies and development plans,
trade names and trademarks not yet disclosed to the public, and personnel information, and
i) Any communication, whether in oral, written, graphic, magnetic, electronic, or other form, that is
either conspicuously marked “confidential” or “proprietary” or is of a confidential or proprietary
nature, and that is made in the course of discussions, studies, or other work undertaken between
the parties.
j) Information/Details relating to prospective investors/buyers etc.
Anything contrary to the above notwithstanding, “Confidential Information” shall not include
“Exclusions/Non-Protected Information” as defined below: For purposes of this Agreement,
Disclosing Party shall mean either party executing this Agreement who provides information to the
other and “Non-Protected Information” shall mean the following:
i. Information which at the time of disclosure is in the public domain;however, no disclosure of
Confidential Information shall be construed to be a public disclosure for any purpose whatsoever;
ii. Information which after the time of disclosure becomes part of the public domain through no fault
of the Receiving Party, but only after and to the extent that such information is published;
iii. Any information which is disclosed to the Receiving Party by a third party having legitimate
possession thereof and the unrestricted right to make such disclosure;
iv. Any information that Receiving Party can demonstrate by means of presently existing prior
written records to have been within Receiving Party’s legitimate possession prior to the disclosure
of the confidential information to Receiving Party by closing Party. Confidential information which
is specified as to techniques, methods, or the like the shall not be deemed to be in the public
domain merely because such information is embraced by more general disclosures in the public
domain, and any combination of features shall not be deemed within the foregoing exceptions
merely because individual features are in the public domain if the combination itself and its
k. The term “disclose” means directly or indirectly to disclose, disseminate, divulge, furnish, make
available to, publish, report, reveal, reverse-engineer, show or transfer by any mode of
communication (includes email, phone calls, SMS, What’s App, Client Chats, Skype Etc.) and this
clause holds true even after the employee exits, resigns or is terminated from the company.
In this Agreement the term “Confidential Information” shall mean the service and all information
pertaining / relating to the Company’s business, including, but not limited to, research,
developments, product plans, products, services, diagrams, formulae, processes, techniques,
technology, material in any form Etc., Company ware, software, know-how, designs, ideas,
discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers,
suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in
writing, orally or visually, to Employee. Confidentiality clause also covers all the IPR created or
developed by Employee prior to joining and while serving the Company and which he utilizes for
Company’s operations or services. Employee will have no legal right to claim back or stop the
Company from using such developed resources or system which has been implemented in the
Company by his knowledge. On even meaning, Employee may use many of his contacts, designs,
approaches, models, knowledge base, IPR, processes, service, material, delivery notes and formats
etc during the tenure of employment with the Company or these works developed by him prior to
joining the Company will be Company’s property / knowledge based IPR and to which Employee
will not be able to challenge the usage of such developed works by him anytime in future. By
signing this agreement, he provide the Company the full consent to use / modify / sell etc. the
same in future without any requirement of consent or any consideration to be paid for it.
Employee need to abide by the scope of Confidential Information as explained above and in no
case divulge any thing to any party or else it may enable legal proceedings against the Employee.
However, confidential information does not include information which:
(i) is in or comes into the public domain without breach of this Agreement by the Employee,
(ii) is acquired by the Employee from a third party not under an obligation of confidentiality or
non-use to the Company;
2. Ownership of the Confidential Information: The Employee acknowledges and agrees that
theconfidential information, its concept, the ideas employed with its form, and any and all ensuing
series or derivations based upon it, constitute valuable trade secrets and proprietary information
and data of Company and its clients shall at all times remain the sole and exclusive property of the
Company and that Company has all rights, title and interest therein. Employee hereby agrees to
assign Company all rights, titles and interests generated in, to and by the service under the tenure
of his employment with Company. All Services and work thereof shall be considered to be the sole
and exclusive property of the Company or the client of the Company and Employee will not have
any rights of any kind whatsoever in/by such service deliverable. This is a continuation clause and
holds true and binding even after Employee exits from the contract with Company. he will not be
entitled to show any work executed by them as their personal work/achievement when such work
has been said and has been produced / generated / created / executed within the tenure of this
agreement being in force. On other hand, in case of proper approvals not being taken from
Company’s designated employer / Sr. Employee, the Employee needs to take ownership for all the
services delivered at his own risk and will have to indemnify the Company for the risks arising

3. Non-disclosure of the Confidential Information: The Employee agrees and undertakes

that,without prior written consent of the Company,he shall not, during the course of his
employment and for a period of 2 years thereafter, disclose or divulge either directly or indirectly
to any third party any confidential Information that is disclosed to him by the Company or its
client or otherwise observed or seen or received by him during the course of hisemployment.
 Provided however, that Employee may disclose any Confidential Information if compelled by a
Court of Law or a Government Authority under any specific law in force from time to time, in
which case the Employee shall immediately inform the Company in writing about such a
disclosure giving full details of the confidential information disclosed, the authority under whose
instructions the information was disclosed, the law requiring such disclosure and the party or
parties to whom the confidential information was disclosed. Unless otherwise agreed to in
advance and in writing by the Company, Employee will not, except as required by law or court
order, use the Confidential Information for any purpose whatsoever other than the performance
of the Services or disclose the Confidential Information to any third party. Employee may disclose
the Confidential Information 3. only to those of its employees/associate Employees of Company
who need to know such information under direction of the then deputed senior. In addition, prior
to any disclosure of such Confidential Information to any such employee or junior Employee, such
Employee shall be made aware of the confidential nature of the Confidential Information and shall
execute, or shall already be bound by, a non-disclosure agreement containing terms and
conditions consistent with the terms and conditions of this Agreement. In any event, Employee
shall be responsible for any breach of the terms and conditions of this Agreement by any of its
employees / junior Employees. Employee shall use the same degree of care to avoid disclosure of
the Confidential Information as it employs with respect to its own Confidential Information of like

4. Prevention of disclosure of the Confidential Information: The Employee agrees and

undertakesthat he shall use his best endeavors to prevent the publication or disclosure of any or
all of the Confidential Information which the Employee may acquire during the course of or
incidental to his employment.
5. Comply with Company’s requests: The Employee shall, during the continuance of his
employment give to the Company all such explanations, information, data and assistance
regarding the work or research under the control of the Employee or in the custody of the
Employee as may be required by the Company from time to time even after the employment
ceases.
6. New developments / intellectual property rights: If during the course of his employment
theEmployee either alone or jointly with any other person or persons makes or devises any
invention, discovery, system, process, design, program or method or improvises any existing
system, process, design, program or method or compiles any data relating to any invention,
discovery, system, process, design, program or method or project whether current or future, then
a. The Employee shall fully disclose to the Company such invention, discovery, system, process,
design, program or method or improvement or data and deliver to the Company all papers,
drawings, formulas, or specifications relating thereto which may be in his/her custody or
control or knowledge,
b. The Employee shall not have any personal right whatsoever into or in respect of the use of such
invention, discovery, system, process, design, program or method or improvement or data etc.

c. The said invention, discovery, system, process, design, program or method or improvement or
data shall form a part of the Confidential Information and the Employee shall not without the
prior written consent of the Company, disclose the same to any third party or use the same in
any manner whatsoever other than in relation to the Company’s business.
7. Obligation to return Confidential Information: All originals and copies of the
ConfidentialInformation which shall be in the custody or control or knowledge of the Employee
shall at all times be the property of the Company and the Employee shall, immediately upon a
request of the Company or on him/her ceasing to be in employment of the Company on any
ground whatsoever, return to the Company or its authorized representative, all such originals and
copies of the Confidential Information. Employee / Recipient shall hold the following major
obligation:
 a. “Receipt” will hold the confidential information in complete confidence and not disclose the
confidential information to any other person or entity, or otherwise transfer, publish, reveal or
permit access to the confidential information without the express prior written consent of
“Disclosing Party”.
b. “Recipient” will not copy, photography, modify, disassemble, reverse engineer, de-compile, or
in any other manner reproduce the confidential information without the express prior written
consent of “Disclosing Party”. If any confidential information is delivered to “Recipient” will
return the confidential information, together with any copies thereof, promptly after the
purpose for which they were furnished has been accomplished or upon the request of
“Disclosing Party”. In addition, upon request of “Disclosing Party” “Recipient” will destroy
materials prepared by “Recipient” that contains confidential Information.
c. “Recipient” shall use confidential information only for the purpose of and for no other purpose.
Without limiting the generality of the previous sentence, “Recipient” specifically agrees not to
sell, rent or otherwise disclose any of ‘Disclosing Party’s confidential information to any
competitor of “Disclosing party” nor will “Receipt” use the “Confidential information” to
directly or indirectly contact or contract with any of “Disclosing Party” (its affiliates.)
“Recipient” shall promptly notify “Disclosing Party” of any disclosing Party” of any disclosure
of use of confidential information in violation of this Agreement.

8. No rights to the Confidential Information or Intellectual Property: Unless expressly agreed by

theCompany in writing, the Employee shall never be deemed to acquire or hold or own any license
or authority or right or title to a patent, copyright or any other intellectual property concerning or
related to any Confidential Information.

9. Restriction on competitive activities during employment: The Employee agrees and

undertakesthat during the continuance of his employment with the Company the Employee shall
not directly or indirectly engage himself or be concerned or interested in carrying on any business
or activity which is in competition with or similar to the Business of the Company including but
not limited to working with or starting an Internet Marketing/ Search Engine Optimization /
Affiliate / Software Development / Website Design & Development and other Information
Technology services and IT Enabled Services business.

10.Restriction on competitive activities after employment: The Employee agrees and

undertakesthat for a period of 2 years after the Employee ceases to be in employment of the
Company, the Employee shall not:
a. Take up employment directly or indirectly with any of the company’s existing clients and or
prospective clients.
b. Offer to employ or endeavor to entice away from the Company any person who is employed /
employed with the Company.
c. Canvas or solicit or endeavor to solicit the business in competitions with the Business of the
Company from any person, Company or Company who is the customer or client of the
Company or with whom the Company is in the process of negotiating sales order or already is
a client; At no point of time, employee shall disclose his personal details (including phone and
email) or contact company’s clients’ directly or indirectly, holds true even after his
employment ceases.
d. Interfere with or dissuade or discourage any person, Company or Company from dealing with
the Company.
Employee agrees that for a period of two (2) year after termination of this agreement, employee
shall not:
(i) Divert or attempt to divert from the Company any business of any kind in which it is engaged,
including, without limitation, the solicitation of or interference with any of its clients,
suppliers, trainees / interns, employees, associate Employees or related parties, or
 (ii) Employ, solicit for employment, or recommend for employment any person
employed/employed by the Company, during the consultancy period and for a period of two
(2) year thereafter.

11.Penalty & Compensation for beach: The Employee acknowledges and agrees that any breach by
himof any of the terms and conditions of this Agreement shall cause irreparable harm and damage
to the Company thereby permitting the Company to seek injunctive relief in addition to all other
remedies available to it under the provisions of law. Without prejudice to the rights of the
Company to claim compensation for the loss or damage it may incur due to breach of any of the
terms and conditions of this agreement by the Employee, the Employee further agrees to pay to
the Company, in case of each such breach by him, a sum of Rs.5, 00,000/- (Rupees Five lacks only)
as and by way of penalty within 7 days of written demand raised by the Company. An employee
must note that there may arise various provisions pertaining to IPC that may be invoked and
employee may have to face criminal proceedings in case of breach to this agreement.

12. Indemnity: The Employee agrees to indemnify Company against any and all losses, damages,
claims or expenses incurred or suffered by the Company as a result of Employee's breach of this
Agreement. All the legal costs and financial loss faced by company due to breach of this agreement
needs to be indemnified by employee and in full within 7 days of written demand by company.

13. Obligation to return proprietary information: Upon cessation of the employment or mutual
termination of this Agreement or upon request by the Company at any time, the Employee shall
return to Company any and all Proprietary Information (including any copies or reproductions
thereof) in his possession or control or knowledge and shall cease using any of such Proprietary
Information for any purpose whatsoever.

Upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing
Party all copies of the Confidential Information in any form and/or will destroy all notes, abstracts
and other documents that contain Confidential Information, and will provide to the Disclosing
Party a written certification of an Officer of the Receiving Party that it has done so. This would
also mean destroying and deleting any information in Electronic Form.

The parties agree to promptly deliver to the Disclosing Party any documents reflecting
Confidential Information and any copies made thereof which the Receiving Party may have made,
may have access to, or may receive or possess during the period of its discussions and/or business
relationship. Upon termination of the discussions and/or business relationship between the
parties, the Receiving Party of Confidential Information shall promptly deliver to the Disclosing
Party any and all Confidential Information in its possession or under its control, upon written
request by the Disclosing Party for its return. To the extent that Confidential Information may be
placed on personal computers or network servers, the Receiving Party shall delete and expunge
the Confidential Information from those personal computers and network servers.

14. Partial or causal waiver: It is expressly agreed by and between the parties hereto that any
indulgence granted or forbearance shown by the said Company in connection with any breach on
the part of the Employee of any of the provisions, conditions or stipulations herein contained shall
not be deemed to imply waiver by the Company of its rights hereunder and shall not preclude the
Company from at any time enforcing its rights under this Agreement against the Employee.
15. Arbitration: In case any dispute arises at any time between the parties hereto as to the
construction, meaning or effect of this Agreement or any clause or provision contained herein or
their respective rights, duties or liabilities hereunder the parties shall endeavor their best to
resolve it by mutual discussions and agreement. This agreement as entered upon in Ahmadabad,
as the course of action and service deliverables are in Ahmadabad, courts of Ahmedabad will have
exclusive jurisdiction in case of any dispute that arises. This clearly concludes with mutual
consent of both the parties that there will be no zero-complaint raised / acceptable at any other
place except Ahmedabad and Employees agrees to this after clearly understanding its legality. It is
clearly mentioned here and agreed upon between both parties that Company will not be bound to
entertain any legal proceedings at any other courts except court of Ahmedabad. By stating and
agreeing upon this clause, there remains no ambiguity for the jurisdiction when dispute arises.

Course / steps of actions to be binding on both the parties in case of dispute:

In case of any legal dispute, the course of action to be followed by both the parties is as follow:

. Try to solve the matter amicably by meeting, negotiating and mitigating the dispute factor.

. In case there is no settlement, arbitrator appointment process needs to be started. Both the
parties will appoint one arbitrator from their respective side. The so forth appointed
arbitrator should be a known, respected person and who should not have been convicted at
any time in past from legal angle. These two appointed arbitrators will appoint one more
neutral - chief arbitrator. The panel of these three will discuss and find a solution (Solution
will be the decision taken by the chief arbitrator) which will be binding to both these parties.

. In case the decision taken by chief arbitrator is not accepted by any of the parties, they may
go ahead with further recourse as per law and should be under exclusive jurisdiction of
Ahmedabad courts.

16. Amendments: No modification, alteration or amendment of this Agreement or any of its termsor
provisions shall be valid or legally binding on the parties hereto unless made in writing duly
signed by or on behalf of both the parties hereto.

17. No Conveyance or License: Nothing in this Agreement shall be construed to convey to the
Receiving Party of Confidential Information any right, title or interest or copyright in any
Confidential Information, or any License to use, sell, exploit, copy or further develop any such
Confidential Information. This Agreement does not in any way bind the parties to enter into a
business relationship of any nature.

18. NO WARRANTY: Disclosing Party does not represent that the Confidential Information to be
all-inclusive or to contain all the essential information that the Receiving Party might require or
desire for further or other transactions between the parties. Disclosing Party has made and makes
no other representation or warranty as to the accuracy or completeness of the Confidential
Information.

19. CONFLICTING OBLIGATIONS: The Disclosing Parties certify that they have no outstanding
agreement or obligation that is in conflict with any of the provisions of this Agreement, or that
would preclude from complying with the provisions here of, and further certifies that each of the
Disclosing Parties will not enter into any such conflicting Agreement during the term of this
Agreement.
20. NON-CIRCUMVENTION: The "parties" intending to be legally bound, hereby irrevocably agree,
and guarantee each other they shall not, directly or indirectly interfere with, circumvent or
attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the interest or
relationship between the "parties" with producers, sellers, buyers, brokers, dealers, distributors,
financial institutions, technology owners, or manufacturers, to change, increase, or avoid directly
or indirectly payment of established or to be established fees, commissions, or continuance of
pre-established relationship or intervene in a non-contracted relationship with manufacturers or
technology owners with intermediaries, entrepreneurs, legal counsel, or initiate buy/sell
relationships, or transactional relationships that by-pass one of the "parties" with any
corporation, producer, technology owner, partnership, financial institution, company or
individual revealed or introduced by one of the "parties' to one another in connection with the
"transaction" or "project" being or in relation to aforesaid relationship between the parties.

During the term of this Agreement and for twenty-four (24) months after termination/cessation
of this Agreement, the Receiving Party and its officers and directors, separately and individually,
will not make any effort to circumvent the terms of this Agreement in an attempt to gain the
benefits or considerations granted to it under the Agreement by taking any actions to indirectly
gain the benefits of the Confidential Information, including but not limited to (a) contracting
directly with any client of the other party which Disclosing Party has identified as having access to
the Confidential Information, or (b) hiring or contracting any present or future employee or
independent contractor of Disclosing Party.

IN WITNESS WHERE OF the parties hereto have executed this Agreement the day and year first here
in above written in correct state of mind, is major by age, under no undue influence, intoxication or
coercion

For,ELSNER TECHNOLOGIES PVT LTD Name :

Witness for 1st party

Name : Name :
Witness for 2nd party