Professional Documents
Culture Documents
A. In the capacity of an employee of Meredith India Services Private Limited (the “Company”) I have
executed a Letter of Appointment containing the terms of my employment with the Company (“Employment
Agreement”); I understand that by virtue of my employment with the Company, I will create intellectual property and
have access to information and technical data of the Company which is confidential in nature.
Therefore, in consideration for my employment with the Company, for the compensation and benefits provided to me
and for the Company’s agreement to provide me with access to experience, knowledge and Company Confidential
information (defined below) in the course of my employment, I hereby agree as follows:
1. Confidential Information
(a) Company Confidential Information. During my employment by the Company, I will acquire information about
theconfidential affairs of the Company including, trade secrets, "know-how", and other proprietary data of the
Company or of any of its partners, customers, clients, readers, suppliers, advertisers or vendors, (1) that is not
publicly known(other than public knowledge due to my disclosure in breach of this Agreement), (2) that the Company
designates as proprietary or confidential or otherwise seeks to keep confidential, or (3) that the Company is bound to
keep confidential. All such information, whether or not proprietary or a trade secret, is considered Company
Confidential Information. Company Confidential Information includes:
(i) information of a business nature, such as non-public financial information and results, business plans, finances,
operations, strategic plans, staffing plans, and other plans, ideas, research and other data regarding contractors,
employees, key personnel, sales, costs, marketing profits, prices, advertising, merchandising, suppliers, customers,
clients or readers;
(ii) information that is central to journalistic operations such as future editorial plans and unpublished editorial material
(including story ideas, files, research, and story drafts), the identity of anonymous sources, and “know how” about
operations that are unique to the Company;
(iii) sensitive information or information of a private nature, such as personnel files and other personnel information,
customer or client files and other information about current or prospective customers, clients or readers which may
include personally-identifiable information and/or sensitive personal information;
(iv) computer and technical data, such as software in various stages of development (source code, object code,
documentation, diagrams, flow charts), designs, techniques, drawings, specifications, models, data and customer,
client or reader information contained therein;
(v) business files and records, including paper files, electronic files, e-mail, and voicemail;
(vi) any legal, business, communications/public relations or financial advice sought by or received by Company;
(vii) any information of the type described above that Company obtained from another party that either designates or
treats as proprietary or confidential, whether or not owned or developed by Company; and
(viii) any notes, analyses, summaries, memoranda or other reports, compilations or other derivative materials
(regardless of the medium, form or format) prepared by me that contain, reflect or are based upon, in whole or in part,
any Company Confidential Information.
(b) Safeguarding Confidential Information. During and after my employment I agree that I (i) will keep the Company
Confidential Information secret, (ii) will use the Company Confidential only in furtherance of my duties as an
employee of the Company and for the benefit of the Company and will not in any event use the Company’s
Confidential Information for any other purpose including my own benefit, and (iii) will not intentionally disclose
Company Confidential Information to any third party, except with the Company’s prior written consent. If I am required
by applicable laws or governmental regulations or judicial or regulatory process to disclose Company Confidential
Information, I agree I will only do so after giving prior notice to the Company to the extent practicable under the
circumstances and subject to the requirements imposed by applicable law, government regulations or
judicial/regulatory process and shall restrict the disclosure to a minimum. The Company’s rights under this Agreement
are in addition to all rights the Company may have under the common law or applicable statutory laws. I undertake
not to make copies of such Confidential Information except as authorised by the Company.
(c)I agree that I shall not claim or represent I have any interest by way of ownership, assignment or otherwise in the
Confidential Information.
(d) I agree and undertake that I shall, upon request or upon the termination of my employment relationship with the
Company howsoever occurring, promptly return to the Company all materials, writings, equipment, models,
mechanisms, and the like created by me in the course of my employment and/or obtained from or through the
2.Inventions
(a) Inventions Defined. For purposes of this Agreement, the term “Inventions” means inventions, original works of
authorship, developments, concepts, improvements, designs, discoveries, ideas, know-how, trademarks, and trade
secrets, whether or not patentable or registrable under copyright or similar laws, that I may solely or jointly conceive,
develop or reduce to practice in the course of my employment with the Company.
(b) Pre-Existing Intellectual Property.
(i) List of Prior Inventions. I will provide the Company with a list, describing all inventions that were made by me prior
to or independently of my employment with the Company, that relate to the Company’s proposed business, products,
or research and development, and that are not assigned to the Company under this Agreement (collectively, “Prior
Inventions”).
IMPORTANT:
If I do not provide the Company with a list of Prior Inventions and identify the same as being out of the scope of this
Agreement, it will be deemed that I have represented to the Company, that I have no Prior Inventions.
(ii)License of My Prior Inventions. I agree and undertake that I will not incorporate any Prior Inventions into any
Inventions or Company project, process or machine without the prior written consent of the Company. If, in the course
of my employment with the Company, I incorporate into a Company product, process, or machine any Prior
Inventions created independently of my employment with the Company, I hereby grant to the Company a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell the
Prior Invention(s) without restriction of any kind.
(c) Third Party Inventions. I agree not to incorporate any invention, original work of authorship, development, concept,
I represent and warrant that I have not violated and will not violate the intellectual property rights of any third party,
and covenant that I shall not violate the intellectual property rights of any third party in the course of my employment
with the Company. In the event any constituent of intellectual property of a third party is integrated in the Inventions or
any part thereof created by me, I agree to procure for the Company, at my cost and expense, a non-exclusive,
irrevocable, fully transferable, perpetual, fully paid-up license to use, and modify, such third party intellectual property.
(d) Company Inventions. All right, title and interest, (including all patent, copyright, trademarks, design rights,
database rights, trade names, service marks related intellectual property rights or any other proprietary
rights)anywhere in the world in any Inventions that I create while employed by the Company that relate to the
Company’s business, proposed business, products, or research and development, or are created using Company
funds, equipment, supplies, property, facilities, or Company Confidential Information shall vest with and belong to the
Company immediately upon creation on account of my employment with the Company.
(i) Disclosure. I agree to promptly make a full written disclosure to the Company of any Inventions.
(ii) Assignment of Rights to Inventions. To the extent that the ownership of the Inventions do not vest with the
Company automatically as per the terms above or through operation of law, I hereby irrevocably, unconditionally and
in perpetuity assign to the Company, or its designee, all of my right, title, and interest anywhere in the world (including
all patent, copyright, trademarks, moral rights, design rights, database rights, trade names, service marks, related
intellectual property rights available anywhere in the world) in all Inventions, that I solely or jointly may conceive,
express, write, encode, develop, or reduce to practice during my employment with the Company. I further agree to
hold in trust for the benefit of the Company any rights in any Invention to the extent not otherwise assigned or
transferred to the Company. Further, all records, documents, papers (including copies and summaries thereof), and
other copyrightable works created, developed or acquired by me in the course of employment shall, together with all
the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of the
3. Amendments, Waivers
This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or
covenants hereof may be waived only by written instrument executed by both of the parties hereto, or in the case of a
waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any
provisions hereof shall in no manner affect such party’s right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one
or moreinstances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
4. Disputes, Miscellaneous
(a) Choice of Law; Severability. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the Republic of India. The competent courts at Bangalore, India shall have exclusive jurisdiction over all
disputes arising from or relating to this Agreement and the parties waive any jurisdictional or venue defenses
otherwise available provided however that the Company shall be entitled to seek injunctive relief under this
Agreement in any court of competent jurisdiction. If any provision of this Agreement is, for any reason, held to be
invalid or unenforceable, the other provisions of this Agreement will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law. The invalidity or unenforceability of any provision of this
Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any of the other
provisions of this Agreement. Any invalid or unenforceable provision or portion thereof shall be deemed severable to
the extent of any such invalidity or unenforceability.
________________________
Date: 29/05/2023