TVC 4706

PRIVATE AND CONFIDENTIAL
Ref: TVC/HRD/ TVC4706

Friday, 09 June 2023
To,
Daksh Chauhan
Emp ID TVC4706
31G,
Shivsankar Nagar, Jaipur
Rajasthan, 302033
Employment Agreement
Dear Daksh,
We are pleased to appoint you as Customer Success Associate with Team Vertex Cosmos Pvt Ltd. The terms
and conditions of this letter supersede all prior communications. You shall be governed by Company’s rules,
regulations and policies as applicable, enforced, amended or altered from time to time during the course of your
employment (“the Company Policy”). The terms and conditions of your appointment are as follows:
1. APPOINTMENT AND REPORTING
a) Your effective date of joining is Friday, 09 June 2023. You will perform duties as allocated to you,
conscientiously and exercising due diligence and care. On account of business reasons, these may be
modified from time to time and the changes will be communicated to you by your manager.
b) The terms and conditions of appointment shall be effective from your date of joining.
2. INITIAL POSTING AND TRANSFER
a) Your Initial place of posting shall be at Jaipur. Your place of work shall change in case of any relocation
of the company’s offices, for which you shall not be entitled to any additional compensation.
b) The Company’s business operates on a 24x7 basis and you may therefore be required to work in shifts
including periodic night shifts. Work exigencies and your profile may require you to extend your work-
timings in accordance with the Working Hour & Attendance Policy. By accepting and signing this letter
you affirm your willingness to abide by this requirement.
c) It is a condition of employment that due to business reasons, you may be transferred at any time from
one job, process, function or department to another and from one location or establishment of the
Company to another, and you will abide by the instructions of the Company in this regard. In such event
the terms and conditions governing your service shall be those applicable at the location of transfer or
those as applicable to employees of such subsidiary or affiliate as the case may be.
Team Vertex Cosmos Pvt Ltd

Office Address: Plot No E258, Mansrover Industrial Area, Jaipur, Rajasthan-302020
Registered Office: 076A, Udyog Vihar, Phase 4, Gurgaon, Haryana 122016
Tel: +91 124 428 2044, CIN No U72900DL2021PTC383798, Email id info@vertexcosmos.com
3. Probation
Your appointment will be on probation for a period of 6 month from the date of your joining the Company
or for an extended period of time (“Probation Period”) if found necessary. Your employment with the
Company will be confirmed on the expiry of your Probation Period unless you are specifically advised
otherwise in writing.
Your appointment shall continue, during your Probation Period or thereafter upon confirmation, unless
your employment is terminated by the Company, by providing not less than 7 Days’ prior written notice. In
the event you decide to leave the employment of the Company, you will be required to provide 30 Days
prior written notice to the Company, and the Company may at its sole discretion relieve you of your duties
anytime during the notice period. You will be paid salary up to the last working day.
The Company at its discretion, during probation or on confirmation of your services thereof, without
assigning any reason, can terminate your employment on payment in lieu of Notice Period. Such payment
will be calculated pro rate on the basis of your current Gross Fixed salary (subject to tax). In case of violation
of any policies, procedures or rules of the Company or any other act of misconduct including but not limited
to improper behavior, theft or fraud, your services are liable to be terminated without Notice Period or
without payment in lieu of Notice Period.
4. COMPENSATION AND TAXES
a) Your remuneration is detailed in the enclosed Annexure I. All tax liabilities arising out of your entire
compensation package, present or future, shall be borne by you.
b) The Company will deduct taxes and other statutory dues as may be applicable from time to time from
the remuneration payable to you. You will be personally responsible for your tax liabilities and other
dues. The Company shall also be titled to deduct any other sums as may be recoverable from you from
time to time.
c) By accepting this offer you authorize the company to deduct from your remuneration on termination
of employment (including salary, salary in lieu of notice, holiday pay and sick pay, etc) all debts owed
by you to the company or any fine imposed by the company as a discretionary penalty pursuant to the
company’s disciplinary procedure.
5. CONFIDENTIALITY OBLIGATIONS
a) In the course of your assignment with us, and by virtue of the position held by you, you may acquire
information, technical or otherwise which is confidential or proprietary to the Company or its
subsidiaries or affiliates, it’s customers, subcontractors or any other person or company having any
kind of association or relationship with the Company and/or its affiliates or subsidiaries (together
“Confidential Information”). You shall at all times during your employment with the Company keep
and maintain strict confidentiality of such Confidential Information and data that may come to your
possession or knowledge by virtue of this engagement, use such information only as may be required
in the normal course of your work and shall not disclose or divulge any such information or data,
without prior written consent of an authorized officer of the Company. You shall at all times, whether
during or after the termination of your employment, act with utmost fidelity and shall not disclose or
divulge any such information to third parties or make use of such information for your own benefit or
otherwise howsoever. You will not reproduce, store in a retrieval system or transmit in any form or by
any means - electronic, mechanical, photocopying, recording, scanning or otherwise - any copyrighted
material or other Confidential Information, for your own benefit or for the benefit of any third party,
either during the term of your employment or thereafter. Upon expiry or termination of your
employment with the Company, you will return and surrender to the Company, all such Confidential
Information including without limitation, data, information, files, books, magazines, reports,
documents, manuals, audio and video tapes, floppies and discs and any other knowledge databases
that came to you or were entrusted to you in the course of your employment and shall not retain any
copy thereof in any form whatsoever. You may be required to execute such other or further
agreements as the Company or its affiliates or customers may require in this regard, from time to time.
Provisions of this paragraph will continue to be valid and binding on you notwithstanding cessation of
your employment with the Company.
b) The Employee acknowledges that in the course of employment with the Employer, the Employee will
acquire and be exposed to information about certain matters which are confidential to the Employer
and not known to the public or to competitors (the "Confidential Materials and Information"), and
which Confidential Materials and Information are the exclusive property of the Employer, and includes
Confidential methods of operation, which includes all information relating to the Employer's unique
marketing programs, data and information gathering methods, techniques and approaches, unique
products and services, unique methods, unique service systems, unique security information and
systems, and trade secrets.
c) All of the Employer’s manuals of operation and methods of operation whether written or otherwise
disseminated.
d) All information regarding the Employer's existing customers and clients, including customer lists, contracts,
prices, invoices, computer printouts, files, data whether stored electronically or otherwise and other
similar information.
e) All information concerning the Employer's potential customers and clients, including mailing lists,
prospect cards, and other similar information.
f) Any information about the Employer’s business that is not known to the public or competitors, or any
other information which gives the Employer an opportunity to obtain an advantage over competitors
who do not know of such information.
g) Financial information, including the Employer's costs, sales, income, profits and other similar
information.
h) Business opportunities, including all ventures considered by the Employer, whether or not such
ventures are pursued.
i) Personnel information, including the names of employees and applicable remuneration and benefits
policies, and computer programs and procedures relating to the Employer's business, including related
data input procedures or techniques, software, hardware, e- mails and similar information whether it
be electronic or otherwise.
j) The Employee acknowledges that the Confidential Materials and Information referred to in paragraph
(1) could be used to the detriment of the Employer. Accordingly, through out the time of the
Employee’s employment with the Employer, the Employee under takes not to disclose to any third
party and to treat in strict confidence all Confidential Materials and Information, except where
disclosure is necessary by the Employee to properly discharge his duties of employment under this
agreement. Further, after the termination of the Employee's employment with the Employer,

regardless of how that termination should occur, the Employee under takes, without time limitation,
not to disclose to any third party and to treat in strict confidence all Confidential Materials and
Information, except where disclosure is made with the prior written permission of an Officer of the
Employer.
k) You shall not disclose to any public papers, journals, pamphlets or leaflets, blogs or cause to be
disclosed at any time, any information or documents, official or otherwise relating to the Company or
its subsidiaries or affiliates, customers, sub-contractors or any other person or company having any
kind of association or relationship with the Company and/or its subsidiaries or affiliates, except with
prior written approval of the Company.
6. PROTECTION OF BUSINESS INTERESTS OF THE COMPANY & NON -COMPETE
a) In order to protect the business and interest of the Company, you shall covenant, promise and
undertake that you shall not at any time during your employment with the Company and for a period
of two years after cessation of your employment, engage, directly or indirectly, whether as owner,
promoter, director, shareholder, consultant, retainer, advisor, employee or in any other manner, in
any business, conduct or action:
(a) that is similar to or competing with the business carried out by the Company and or its
subsidiaries, affiliates or group companies; or
(b) that involves solicitation or acceptance, either on your own account or as agent of any other
person, of the custom of any person in respect of the business of the Company; or
(c) that involves inducing, soliciting or endeavoring to encourage only person who is an
employee of the Company to leave the services or employment of the Company; or
(d) that uses any trade mark, name or nomenclature used by the Company at any time or any
other name that is intended or like to cause confusion with any name used by the Company
or that involves the unauthorized use, disclosure or exploitation of any proprietary or
confidential information or data of the Company.
b) You shall never engage in or encourage any disparaging or slanderous acts, comments or remarks
against the Company which may result in the erosion of the business interest or the loss of reputation
and damage of the Company and or its business and affairs.
c) During the term of your employment you shall not, directly or indirectly, engage in, associate with or
have any concern with any competitor of the Company and or undertake any activities which are
detrimental to the interests of the Company or could result in any gain, benefit or business advantage
to any of the competitors of the Company. Further for a period of two years following cessation of
your employment with the Company, you shall not undertake any employment or be associated with
any competitor of the Company in any capacity whatsoever.
7. NON —SOLICITATION
a) On termination of employment with the company, for a period of two years from the date of
termination, you shall not solicit any of the employees/ consultants/ representatives/ partners/ clients
of Team Vertex Cosmos Pvt Ltd and/or its group of companies directly or indirectly to work elsewhere.
In the event of violation of this clause, you would pay Team Vertex Cosmos Pvt Ltd an amount equal
to 6 months gross compensation of the affected employee(s) or any loss suffered by Team Vertex
Cosmos Pvt Ltd or any of its group companies, whichever is higher.

8. RIGHTS AND REMEDIES OF THE COMPANY
a) By accepting the employment with the Company you agree and acknowledge that, any breach by
you of the provisions of Clause 4, 5, 6, or 10.2 of this letter would result in irreparable injury to the
Company for which the Company shall be entitled to claim and recover from you as damages the loss
that are likely to be caused to or sustained by the Company on account of such breach. The Company
shall have the right to recover such damages from any amounts that are due or payable to you by the
Company without any objections or demur from you.
b) Notwithstanding the foregoing, you agree and acknowledge that any failure to comply with the
terms of this letter and more specifically with the terms of Clause 5, 6, 7 or 10.2 hereof, shall constitute
a material breach by you of your employment terms. In such an event, you hereby consent to any form
of administrative remedies, or similar sanctions, which may be available under the Law, for the
protection of Trademarks, other intellectual property, Confidential Information, business interests and
other similar rights of the Company.
c) By accepting the employment with the Company you agree to receive electronic communication
and transactional messages from the Company.
9. TERMINATION OF EMPLOYMENT ANDRETIREMENT
You will be allowed to resign from your services with the Company by giving a clear one months’ notice in
writing or by payment of one month Gross salary in lieu of such notice. The Company likewise would have
the right to terminate your services by giving you 7 days notice in writing or by payment of 7 days gross
salary in lieu of such notice. Gross salary would include all allowances and exclude Incentive & Provident
Fund. Please note that the Company may immediately terminate your services without any compensation
or notice thereof, if you are in material breach of your responsibilities which breach either (i) is incapable
of remedy; or (ii) if capable of remedy, has not been remedied by you for at least 5 days after receipt of
such notice from the Company. Such material breach would include (a) your failure to comply with or
committing breach of provisions contained in any of Clause 5, 7, 10.a and 10.b of this appointment letter
or (b) breach by you of any provisions of the Company Policy; or (c) any professional misconduct or
commission of actions which are not in the interest of the Company. There will be 20 days no buy out notice
period which you will have to serve so that the company can look for a replacement in lieu. Failing which
your employment will be considered as absconded.
Recovery of Dues: It is clearly understood and agreed particularly in view of the training imparted to you
and the expenses of which training borne and paid by the Company, that you shall not leave your service
of Company before completion of 12 months or extended period of probation or completion of training, as
the case may be however if you leave your service before the completion of aforesaid 12 months or
extended period of probation or completion of training without serving one months’ notice period the
Company shall deduct an amount of Rs. 15000/- (Rupees Fifteen Thousand Only) from the amount of your
salary or wages payable to you or from the amount of your full and final dues.
In the event of my leaving services of the Company, for any reason, during the 12-month period from the
separation date, I shall not directly or indirectly either on my own account or otherwise:
i. engage or attempt to engage in providing services to any customer or prospective customer
where such services or products are competitive with the services offered by the Company or
any affiliate to the Customer
ii. canvass solicit or endeavor to entice away from the Company any client or customer(s) of the
Company, or any person(s), who at any time during my employment, were or are clients or
customers of the Company, or were in the habit of dealing with the Company;
iii. solicit, interfere with, or endeavor to entice away any employee of the Company; or
iv. counsel, or otherwise assist any person to do any of the acts referred to in para (i) (ii) & (III) of
this clause.
I shall not offer, promise, give, accept, condone, approve or knowingly benefit from an improper business
gratuity, a bribe, ‘kickback’ or other improper advantage, benefit or reward, or otherwise apply
inappropriate influence.
I shall not make a ‘facilitation payment’. Facilitation payment refers to the practice of paying a small sum
of money to (usually) an official as a way of ensuring that they perform their duty.
None of my relatives are employed or associated with the Company or any of its affiliate companies or its
customers / clients / suppliers in any form; and I undertake that I shall immediately notify the Company in
case-
(a) any person who is so employed / associated becomes a relative, and/or
(b) a relative, in future, is so employed / associated with the Company.
I understand and acknowledge that:
1. the restraints contained herein are reasonable in all the circumstances of employment and agree
that they are necessary for the protection and maintenance of the Company and its business.
2. my services can be suspended pending disciplinary action / enquiry / investigation as per

Company policy and I shall abide by decision of investigation / enquiry Committee constituted
for such purposes.
3. the Company shall be entitled to seek an order for specific performance or injunctive relief or
other equitable relief in case I fail to observe or breach any of the restraints herein.
I shall indemnify and keep indemnified the company for any loss, damages or injury suffered by the
company for any breach of above conditions or any other clause or term of employment.
I understand and acknowledge that my failure to comply with this declaration and undertaking may lead
to disciplinary sanctions which may include termination, as well as civil liability and/or criminal prosecution
under applicable laws.
a) Upon end of your employment with the Company for whatsoever reason, you shall promptly return to
the Company any keys, laptop, passes, confidential documents or material, or other property
belonging to the Company, and return all writings, files, records, correspondence, notebooks, notes
and other documents and things (including any copies thereof) containing Confidential Information or
relating to the business or proposed business of the Company. The company reserves the right not to
relieve you of your employment in the event that all the Company documents / property / Confidential
Information in your custody have not been properly handed over by you to an authorized
representative of the company.
b) Background Verification: You hereby authorize the Company or any external agency hired by the
Company to verify your educational, employment antecedents, your conduct and any other
background checks prior to your joining the Company or thereafter. Your appointment is contingent
upon successful completion of the background check and the Company reserves the right to end your
employment should the results of your background investigation not be successful. Your address as
provided by you in the employment terms shall be deemed to be correct for sending any
communication to you and every communication addressed to you at the given address shall be
deemed to have been served upon you.
c) The age of retirement of an employee from company Service is 58 years. You shall however, during
your employment remain medically fit to perform the work for which you have been employed. As to
whether an employee is medically fit, is an issue which will be professionally determined by the
Company and the employee shall be bound by such determination. You will accordingly undergo
periodic medical examinations as and when intimated to you by the Company.
d) In case you don’t report to office for 3 consecutive days, an absconding will be raised on the 4th day of
your absence and you will be terminated from the organization on the 7 th day. As per absconding policy,
you will be required to pay one month’s Gross salary in lieu of your notice.
e) Company, however reserves the right to terminate employment without any notice or payment in lieu
thereof, if found guilty under the following reasons:
• Misdemeanor
• Influence of Drugs/Alcohol or any Toxicant
• Data Theft
• Integrity Issue
• Behavioral Issue
• Process Non-Adherence
• Misconduct
• Negligence
• Breach of instructions or regulations or any of the terms and conditions of service
or rule and regulations, expressed or implied
• Breach of any of the provision hereof.
10. GENERAL PROVISIONS
a) As an employee in the full time employment of the Company, you will be obliged to devote your
entire time, attention and effort to the furtherance of the business of the Company and to continually
develop your professional skills in the interest of the Company and yourself. You shall not, during your
employment with the Company, directly or indirectly engage yourself in or devote any time or
attention to any employment or business or position of monetary interest, other than that of the
Company.
b) All intellectual property rights in any work or material developed by you (if any) during the course of
your employment shall belong to and be the property of the Company and you confirm that you shall
not be entitled to claim any rights over such intellectual property. If required by the Company, during
or after the term of this engagement, you shall assign and transfer in favor of the Company or, at the
request of the Company, in favor of any of its subsidiary, affiliate, customers or other persons, all
intellectual property rights in such works or materials and shall execute such deeds and documents,
as the Company may require, to effectually vest in the Company, any of its subsidiary, affiliate or
customers as the Company may require, any and all intellectual property rights and benefits in such
works or materials. In performance of your duties and responsibilities, you shall not use or infringe
any intellectual property properties or rights of any other persons.

c) During the course of your employment, if you at any time render yourself incompetent to perform
your duties or if you misconduct yourself or be disobedient, intemperate, irregular in attendance,
commit any breach of the terms of your employment or of any of the stipulations herein contained
or of Code of Business Conduct of the Company or any Company Policy, the Company shall without
prejudice to any of its rights under the terms herein contained or as maybe available to it, been titled
to terminate your employment forth with without notice or payment in lieu of notice and to deduct
from your salary or other dues, if any, then payable to you, the amount of any loss the Company may
have sustained.
d) You shall be bound by the Company Policy for the time being in force and as varied from time to
time.
e) In case of any dispute, the jurisdiction to entertain and try such dispute shall vest exclusively in a
Court of competent jurisdiction in Gurgaon.
f) The terms of this letter detailed above are strictly confidential and should be treated as privileged
information between you and the Company.
g) You are requested to please signify your unconditional acceptance of this offer by signing and
returning to us the duplicate copy of this letter.
Kindly sign and return the duplicate copy of this employment agreement, as a token of your acceptance
of the terms and conditions set out herein .Also, please initial each page of this letter.
Yours truly,
For Team Vertex Cosmos Pvt Ltd
Authorized Signatory
I accept the offer on the terms and conditions as described in this letter.
Daksh Chauhan
Dated:

Annexure-I
Annexure I forms an integral part of the Appointment Dated Friday, 09 June 2023
Ref. No. TVC/HRD/ TVC4706
Designation: Customer Success Associate
Date of Joining: Friday, 09 June 2023
Remuneration Break-Up
Entitlements: All entitlements listed below are subject to Company policies, Procedures and guidelines
that may be enforce or are issued/ changed from time to time. All perquisites and benefits, including
reimbursements, are subject to Income Tax as per the provisions of the Income Tax Act, 1961, which
may be applicable, including tax on perquisites value. The details of your remuneration are as under:
Particular Monthly Salary Annual Salary

Basic Salary 4510 54120
HRA 2706 32472
Advance Statuary Bonus 376 4512
Gross Salary 7592 91104
Employer PF 541 6492
Employer ESIC 376 4512
Gratuity 217 2604
Total Retirals 1134 13608
Performance linked Incentive* 1974 23688
Login Hours Incentive* 2000 24000
Total CTC 12700 152400
(Rupees Twelve Thousand Seven Hundred Only )
* Performance Linked Incentive will be paid monthly basis based as per below grid and you should be active at the
time of payment.
No of days Present PLI amount

26 days 2171
25 days 1974
24 days 1875
23 days 1777
22 days 1678
Below 22 Days 0
First month will be paid pro-rate basis @ 100%
* Login hours incentive will be paid max Rs. 2000 if you completed the 192 production hours in a month and if
production hours below 192 hours than Login hours incentive will be paid pro-rate basis.
Example 1 – If you completed 192 and above production hours in a month – Rs. 2000 login hours incentive paid
Example 2 – If you completed 188 production hours in a month – Rs. 1958 login hours incentive paid
(Rs. 2000/192 hours * 188 production hours)

Example 3 – If you completed 150 production hours in a month – Rs. 1562 login hours incentive paid
(Rs. 2000/192 hours * 150 production hours)
Thanking you,
For Team Vertex Cosmos Pvt Ltd Accepted & Agreed
Authorized Signatory Daksh Chauhan
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT ("Agreement") is entered into on this 09 June 2023 by and between: Team Vertex
Cosmos Cosmos Pvt Ltd, a limited liability partnership formed under the Private Limited Act 2013, having its registered
office at Plot No 076A, Vertex Tower, Udyog Vihar, Phase 4, Gurgaon, Haryana 122016 (hereinafter referred to as
“Vertex Cosmos”) which expression unless repugnant to the context hereof, shall mean and include its representatives,
successors and assigns, of the FIRST PARTY.
AND
Second Party (Daksh Chauhan), having its registered address at 31G,Shivsankar Nagar, JaipurRajasthan, 302033,
(hereinafter referred to as “Employee”) which expression unless repugnant to the context hereof, shall mean and
include its representatives, successors and assigns, of the SECOND PARTY;
Vertex Cosmos & Employee are hereinafter collectively referred to as the Parties.
The parties agree as follows:
1. Definition of Confidential Information. For the purpose of evaluating, establishing or continuing a beneficial
business relationship between Team Vertex Cosmos Pvt Ltd and Employee.
(a) Vertex Cosmos and Employee, itself and through its direct and indirect subsidiary companies (collectively
“Parties”), may disclose to each other confidential non-technical business information, including without
limitation: personal data, personnel records, financial data, financial plans, prices and pricing strategies,
product plans, lists of actual or potential customers or suppliers, samples, prototype devices, components, or
other materials current, future, or proposed products of a party; business forecasts, and procurement
requirements of a party (collectively, “Confidential Information").
(b) For purposes of this Agreement, Confidential Information shall be limited to information of a business nature.
Such information shall not include confidential processes, formulations, designs, source code or other
information that would otherwise be considered technical in nature or that could be used in the creation of
a product, solution or business process. In the event the parties determine in the future that it is necessary

for either party to disclose to the other confidential information that is technical in nature, the parties shall
enter into an amendment to this Agreement or execute another agreement respecting such disclosure.
(c) "Receiving Party" refers to the party receiving Confidential Information. "Disclosing Party" refers to the party
disclosing Confidential Information.
(d) In order to be protected by the provisions of this Agreement: (i) all Confidential Information disclosed by
either party in tangible form (e.g., in writing) shall be plainly labeled as confidential; and (ii) all Confidential
Information disclosed by any other means (e.g., orally, by observation or other intangible means) shall be
clearly identified as confidential at the time of disclosure and summarized and clearly identified as
confidential in a writing provided to the Receiving Party within thirty (30) days of the disclosure.
(e) Disclosures made on Vertex Cosmos’s behalf by those contractors/agents meeting the requirements stated
in Paragraph 4 shall be deemed disclosures made by Vertex Cosmos under this Agreement.
2. Obligations.
(a) Receiving Party shall not communicate Confidential Information to any third party nor permit any third party
to use Confidential Information except as expressly permitted by this Agreement and shall use commercially
reasonable efforts to prevent the inadvertent disclosure of Confidential Information to any third party.
(b) Receiving Party may use Confidential Information solely to the extent necessary for negotiations, discussions
and consultations with personnel or authorized representatives of Disclosing Party and any purpose
Disclosing Party may hereafter authorize in writing.
(c) Subject to Paragraph 2(d) and Paragraph 3 below, Receiving Party’s obligations under this Paragraph 2
respecting Confidential Information shall apply for a period of three (3) years from the date of disclosure.
(d) Subject only to Paragraph 3(b) below and notwithstanding any provision of this Agreement to the contrary,
Receiving Party’s obligations under this Paragraph 2 shall apply in perpetuity to Confidential Information
consisting of personal data subject to applicable privacy law(s).
3. Exceptions. The obligations of Paragraph 2 hereof shall not apply with respect to any particular portion of
Confidential Information:
(a) when Receiving Party can document that the Confidential Information:
(i) was publicly available at the time of Disclosing Party’s communication thereof to Receiving Party;
(ii) became publicly available through no fault of Receiving Party subsequent to the time of Disclosing
Party’s communication thereof to Receiving Party;
(iii) was communicated by Disclosing Party to a third party free of any obligation of confidence;
(iv) was in Receiving Party’s possession free of any obligation of confidence at the time of Disclosing
Party’s first communication thereof to Receiving Party;
(v) was rightfully communicated to Receiving Party free of any obligation of confidence subsequent to
the time of Disclosing Party’s first communication thereof to Receiving Party; or
(vi) was developed by employees or agents of Receiving Party independently of and without reference
to any Confidential Information of Disclosing Party or other information that Disclosing Party has
disclosed in confidence to any third party; or
(b) When such Confidential Information is required to be disclosed pursuant to the order or requirement of a
court or similarly empowered administrative or government agency (in which case Receiving Party shall give
Disclosing Party written notice of such order or requirement as soon as practicable prior to disclosure of
Confidential Information and shall provide reasonable cooperation and assistance in opposing such order or
requirement if requested by Disclosing Party).

4. Disclosure to Employees and Permitted Third Parties. Receiving Party shall limit disclosure to its employees who
(a) have a need-to-know, (b) have been advised of Receiving Party’s confidentiality obligations hereunder, and (c)
are subject to written confidentiality obligations no less restrictive than the terms of this Agreement. To the
extent that it is necessary for Vertex Cosmos to disclose Confidential Information to its contractors/agents in
furtherance of the objectives set forth in Paragraph 2(b), Vertex Cosmos may only disclose Confidential
Information to those contractors/agents who have executed a written confidentiality agreement having terms no
less restrictive than the terms of this Agreement.
5. No Reverse Engineering. Unless expressly permitted to do so in writing by Disclosing Party, Receiving Party shall
not analyze, decompile, or reverse engineer or cause a third party to analyze, decompile or reverse engineer any
Confidential Information for any purpose.
6. Retention of Rights. All materials including (without limitation) documents, drawings, models, apparatus,
sketches, designs, CDs, flowcharts, object code, lists, samples, prototype devices, and components furnished to
Receiving Party by Disclosing Party, with all copies made thereof, will remain the property of Disclosing Party and
will be returned to Disclosing Party, or destroyed (including without limitation erasure of any Confidential
Information stored in computer memory or data storage apparatus) with certification of such destruction being
provided to Disclosing Party, promptly at its request. Notwithstanding the foregoing, Receiving Party may retain
a single archival file copy or description of each confidential item.
7. Third Party Proprietary Rights. Communications from either party to personnel and authorized representatives
of the other party shall not be in violation of the proprietary rights of any third party.
8. Term, Termination and Survival. This Agreement shall govern all communications between the parties relating
to Confidential Information that are made during the period from the Effective Date to the date on which either
party terminates this Agreement. Either Vertex Cosmos or Employee may terminate this Agreement by providing
Thirty (30) days’ written notice to the other party. Receiving Party’s right(s) to use Disclosing Party’s
Confidential Information shall automatically expire upon termination of this Agreement. All other terms of this
Agreement shall survive its termination with respect to Confidential Information disclosed prior to the effective
date of such termination.
9. Assignment. The rights and obligations of the parties under this Agreement are personal and may not be assigned
or transferred by either party without the prior written consent of the other party. Any attempt by a party to
assign or transfer its rights or delegate its obligations hereunder without such prior written consent shall be null
and void. The parties acknowledge that each of the following events shall constitute an event of “assignment”
subject to this Paragraph: (a) a change in control, including without limitation to any affiliate or parent company
of a party or (b) a sale or transfer of all or substantially all the assets of a party.
11. No License. Nothing in this Agreement shall be construed as a grant of any license to any patent, copyright,
trademark, design, trade secret, or semiconductor mask work of the Disclosing Party.
12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable,
all other provisions hereof shall remain in full force and effect, and be interpreted to the extent possible consistent
with the intent of the parties expressed by this Agreement.
13. Disclaimer. Each party (a) provides Confidential Information solely on an “AS IS/WHERE IS” basis without express
or implied warranty of any kind, and (b) discloses Confidential Information for planning purposes only, and may
change or cancel those plans at any time. This Agreement does not require either party to disclose or receive
Confidential Information.
14. Waiver. Failure or delay of any party to exercise any right or remedy under this Agreement or to require strict
performance by another party of any provision of this Agreement shall not be construed to be a waiver of any
such right or remedy or any other right or remedy hereunder.
15. Notices. Any notices required or permitted hereunder shall be given to the designated individual at the address
set forth below or at such other address as the party shall further specify in writing. Notices will be in writing

unless otherwise specified, provided that if no address is provided below the address first set forth above shall be
used. All notices shall be sent by electronic mail or by a national commercial express courier service that provides
for tracking and delivery certification.
16. Governing Law. This Agreement shall be construed in accordance with the laws of the India. All disputes arising
out of or in connection with this Agreement shall be adjudicated in, and the parties consent to the jurisdiction of
the courts of the state of Gurgaon, Haryana in the India.
17. Arbitration: Both parties to this contract hereby agree to resolve legal disputes if any through arbitration methods
which means “Any dispute arising out of the formation, performance, interpretation, nullification, termination or
invalidation of this contract or arising therefrom or related thereto in any manner whatsoever, shall be settled by
arbitration method”. Both parties agree to bear their own legal fees.
18. Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with the
subject matter hereof, and supersedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, between the parties. No amendment to or modification of this Agreement will be binding
unless it is in writing and signed by a duly authorized representative of each of the parties.
19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute but one and the same instrument. Such counterparts may be
exchanged by fax, or scanned or signed electronically and exchanged by electronic mail. The parties agree that
facsimile copies of signatures and electronic signatures shall be deemed an original signed writing for all purposes
hereof and that either party may produce such copies or electronic signatures, without the need to produce
original, hand-written signatures, to prove the existence of this Agreement in any proceeding brought hereunder.
For, For,
Team Vertex Cosmos Pvt Ltd. Second Party(Employee)
_______________________
Authorized Signatory
Authorized Signatory Name: Daksh Chauhan
Title: Customer Success Associate


TVC 4706

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PRIVATE AND CONFIDENTIAL

Ref: TVC/HRD/ TVC4706

1. APPOINTMENT AND REPORTING

2. INITIAL POSTING AND TRANSFER

Team Vertex Cosmos Pvt Ltd

4. COMPENSATION AND TAXES

Team Vertex Cosmos Pvt Ltd

6. PROTECTION OF BUSINESS INTERESTS OF THE COMPANY & NON -COMPETE

Team Vertex Cosmos Pvt Ltd

9. TERMINATION OF EMPLOYMENT ANDRETIREMENT

I understand and acknowledge that:

2. my services can be suspended pending disciplinary action / enquiry / investigation as per

10. GENERAL PROVISIONS

Team Vertex Cosmos Pvt Ltd

Team Vertex Cosmos Pvt Ltd

Particular Monthly Salary Annual Salary

No of days Present PLI amount

First month will be paid pro-rate basis @ 100%

Team Vertex Cosmos Pvt Ltd

For Team Vertex Cosmos Pvt Ltd Accepted & Agreed

Authorized Signatory Daksh Chauhan

Team Vertex Cosmos Pvt Ltd

Team Vertex Cosmos Pvt Ltd

Team Vertex Cosmos Pvt Ltd

Team Vertex Cosmos Pvt Ltd

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