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    © All Rights Reserved
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    17 views10 pages

    SKM C226i23022012101

    Uploaded by

    tejasparmar12345678

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    of 10
    S ‘ef-AlLLegok Employee NDA Templte- Doted-10hFebruon, 2022 EMPLOYEE NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT ‘This Employee Non-Disclosure and Confidentiality Agreement (the “Agreement*) is entered into at __ on this__day of __ 2022(the “Effective Date”) BY AND BETWEEN ‘Aarti industries Limited, a company incorporated under the laws of India, having its corporate office at 71, Udyog Kshetra, 2nd Floor, Mulund Goregaon Link Road, Mulund West, Mumbai 400080, Maharashtra, India (hereinafter referred to as the “Company”, (which expression shall, unless repugnant to the subject, context or meaning ‘thereof, be deemed to mean and include Its successors and assigns) of the One Part; AND [HL of ELindian inhabitant, residing at] (hereinafter referred to as the “Employee”, (which expression shall, uniess ‘repugnant to the subject, context or meaning thereof, be deemed to mean and include his/her heirs, executors and administrators) ofthe Other Part; ‘The Company and the Employee shall individually be referred to as a “Party” and collectively as “Parties”. ‘WHEREAS: A ‘The Company Is engaged inter alia in the Business. The Company is also a technology and Research & Development (R&D) intensive organization, currently having 4 RED centers across india, constantly innovating. land inventing new ideas, concepts, process improvements, intellectual properties etc. to meet its Business requirements. ‘The Company has been granted several patents and others are in the pipeline. Likewise, the Company has either its own proprietary technology or third party transfer of technology arrangements, known-how, trade secrets or proprietary information and owns such Confidential information in the course of its Business. Employee has represented and assured the Company that he/she has the necessary skills, knowledge and ‘qualification basls which Company has hired the Employee as (Designation) in. (Department) at (Location) with effect from Uoining Date) vide Appointment Letter dated __ {Appointment Letter). Employee Is holding very critical role in the organization and in the course of his/her employment with the ‘Company, unless terminated in accordance with the Appointment Letter, the Employee shall have access to or became aware of the Companys highly sensitive Confidential Information ,access to which would be necessary or required by the Employee in the course of his/her employment with the Company. The Employee has thus voluntarily agreed to enter into this Agreement, fully understanding and having knowledge of the Implications ofthe same, to ensure that there is voluntary sef-rstriction imposed upon the Employee not to disclose any Confidential Information of the Company to which the Employee would be privy to and to restrain the Employee from divulging the Confidential information (Purpose). The Parties are thus desirous of entering Into this Agreement is to maintain total confidentiality about company’s Confidential Information which It may disclose to the Employee, thus this present Agreement. Page 1of9 2 2a. Ba. @ ‘RepAlt Legal Employee NDA Template. ted: 10th Februan,2022 INOW, THEREFORE, the Parties hereto, intending to be legally bound, in consideration of the respective covenants, representations, promises and undertakings set forth herein, the adequacy of which is acknowledged by bother Parties, its hereby agreed as follows: Definitions In this Agreement the capitalized terms shall, unless the context otherwise requires, have ‘tin Annexure, ‘Non-Disclosure of Confidential information In consideration of the disclosure of Confidential information by the Company to the Employee, solely for the Purpose, the Employee agrees and undertakes not to, directly or indirectly, use, disclose, publish or permit through himself/herself or any Person (including the media) to use, disclose or publish, any of the Confidential Information {in whole or any part thereto} during the Term of this Agreement, save and except as provided In this Agreement, the meaning assigned to “The Employee acknowledges, understands and agrees that ~ interest and not generally 2.2.2. any information known only to @ few people to whom it might be of commerci known to the public is not public knowledge; 2.22. a combination of two or more parts of the Confidential Information is not public knowledge merely because each partis separately availabe to the public; and 2.23. At all times Employee shall be liable and responsible for disclosure of information to the Company's Representatives and for any breach or violation of the terms and conditions of this Agreement by its Representatives. ‘Restrictions on Disclosure and Use of Confidential information the Employee shall not, without first obtaining the Company's designated authority's The Employee agrees that, written consent: 3.1, disclose such Confidential Information or any portion thereof to any Persons or Representatives of the ‘Company who (1) have a bona fide and articulable need to know the particular Confidential Information for ‘the Business, and (2) have agreed to be bound by confidentiality and non-use obligations at least as reetrictiva ae thoee in thie Ngroemant: attempt to or assist others to develop, produce, market or sell any product or technology based on or utilizing, in whole or in part, any such Confidential Information; and 3.1.3. _printjcopy,backup download, take pictures or otherwise in any manner have access to such confidential Information on any electronic device or cloud server other than his/her official Company devices make any other use of such Confidential Information in any way or for any other purpose, oth sole and exclusive use of such Confidential information in furtherance of the Purpose. yer than the mation In a secure place as authorized by the Company as per its iployee shall provide the same care to prevent disclosure or protect its own similar confidential and/or ‘The Employee shall retain all Confidential infor codes/policies/guldelines documents. The Em tunauthorized use of the Confidential Information as it provides to proprietary information. Page 2019 e ‘fA Lega: Employee NOA Templte- Doted-100h February, 2022 ‘The obligations of confidentiality set out in herein above do not extend to information which: 4.1.1. is disclosed with the prior written consent of the Company; 41.2. is required by Applicable Law to be disclosed; or 4.1.3. which i required to be disclosed in judicial / arbitral proceedings. 4.1.4. In public domain or proven by Employee to be received otherwise than in the course of his/her service with Company. Provided that, in the case of Clause 4.1.2 and 4.1.3, the Employee shall give written notice to the Company including @ copy of the request and/or setting forth all relevant detalls of the request, including but not limited to the scope of the request, the Identity of the requesting party and the Identity of the Court, Governmental Authority or other entity having legal authority to enforce the request. Such notice shall be given at the earliest practicable time, and in any event in sufficient time, to allow the Company to take timely action to prevent, restrict ‘or otherwise condition such disclosure prior to the date that the Employee is otherwise obligated to comply with the request. 5. Qwnership & Assienment tt is hereby agreed between the Parties that the Company shall remain the sole and exclusive owner of the Confidential Information provided to the Receiving Party. Nothing contained in this Agreement shall be construed as granting or conferring (implicitly or otherwise) any right, tite, share, Interest or license {Including without limitation any Intellectual Property Rights) in the Confidential Information to the Recelving Party The Employee hereby unconditionally and irrevocably assigns transfers and settles unto the Company all his/her share,right,title claim or interest in or to the Confidential information or any part thereof of, or any work done by him/her during the course of his/her employment with the Company absolutely and worldwide, without any royalty, in favor of the Company absolutely. 6 Equitable Remedies ach Party acknowledges and agrees that a breach of this Agreement by the Employee may cause irreparable harm, loss and/or damage/injury to the Company and that the monetary damages alone may not be a sufficient remedy and the Employee further acknowledges and agrees that the Company is entitled, without waiving any of its other rights or remedies available, to seek injunctive relie and specific performance as well as any other equitable reliefs against the Employee, In any court of competent jurisdiction to prevent breach or to halt a further or continuing breach, Each Party also acknowledges and agrees that such remedy Is cumulative and in addition to any other eimedy that the Company may have at law or in equity. Indemnity ‘The Employee shall indemnify and keep the Company indemnified, safe and harmless of, from or against any and al ‘actions, damages, losses claims, disputes, penalties, fines, costs, charges, or expenses paid or incurred by the Company as.a direct result of, directly arising from, or in connection with, or relating to: (a)Breach or default by the Employee of any of its obligations, covenant, warrenty or representations under this Agreement; (b) Any negligence, recklessness or wilful misconduct by the Employee in the performance of their obligations under this ‘Agreement.(c)Breach by the Employee of the applicable provisions of Law.Notwithstanding anything to the contrary, the lability of the Employee shall extend to the general, direct and damages of any type whatsoever, Including loss of profits directly attributable to the Employee. Page 3 of a b, through public advertisement for recruitment S ‘ef Lega Employee NOA Tempate- Deted-1thFebruary2022 rent, oving to the nature ofthe Confidential Information and the proprietary rights During the Term of this Agreem tial Information and Intellectual Property Rights, the Employee shall not directly ‘of the Company in such Confider or indirectly: ‘Seek employment or be associated whether as consultant, partner or otherwise in any other capacity or join ‘any Person, firm or Company in India or globally (including any business of any firm or Company registered in India ‘and having operations outside India, whether directly or through one or many subsidiaries which is ‘engaged in any activity or Business which shall be similar to or in competition with the Business ofthe Company ‘This prohibition will apply to any kind of relationship - as a fulltime or parttime employee, on contractual arrangement as a consultant of advisor, honorary or paid for or any other form of relationship in which the Employee might assist the Person, firm or Company so mentioned inthis paragraph. gency solicit to hire indirectly or attempt to solicit, or assist anyone to solicit to hire, any other employees/consultants/advisors of the Company or cause or seek to cause [an employee to leave the employment of the Company, to take up any opportunity with a competitor of the ‘Compary, who or whose performance or ability and skils became known to the Employee in the course of his/her employment with the Company. 8.2. For the reasons stated in the Recitals and clauses above, upon the termination of this Agreement in the manner 83. 9a. 92. contemplated in clause 9 below and: {2 For a period of two (2) years post termination , ‘activities of the Company as would be enlist Company, nor seek employment or be associated whet capacity or join any Person, firm or Company in india { including any business of any firm or Company registered in India and having operations outside India, whether directly or through one or many subsidiaries Jwhich is engaged in any activity or Business which shall be similar to or In competition withthe Business of the Company This prohibition will apply to any kind of relationship - as a full time or part-time employee, on ‘contractual arrangement as a consultant or advisor, honorary or pald for or any other form of relationship in ‘which the Employee might assist the Person, firm or Company so mentioned in this paragraph. b. For a period of twelve (12) months post termination, through public advertisement, or recruitment agency ‘solicit to. hire indirectly or attempt to soli, or assist anyone to solicit to hire, any other employees/eonsultants/advisors of the Company or cause or seek to cause an employee to leave the ‘employment of the Company, to take up any opportunity with a competitor of the Company, who or whose performance or ability and skils became known to the Employee in the course of his/her employment with the Company. the Employee shall not work on or compete with the project's 1 in his/her exit declaration or relieving documents with the ther as consultant, partner or otherwise in any other ses and confitms that the aforesaid restriction in clause 8.2 above is @ {for non-solicitation, and non-competition as it Is f the Company and unfalr loss of business and ‘The Employee represents, covenants, declr reasonable voluntary selfrestrction accepted by the Employee, absolutely necessary to safeguard the Confidentiality information of employees forthe reasons aforesaid 1 of the Effective Date or acceptance of Appointment Letter ‘Term, Termination & Survival The term of this Agreement shall commence a loyment and service of the whichever is earlier, and shall be coterminous to the term and termination of empl Employee with the Company, as per the Appointment Letter (the “Term”). ‘This Agreement shall stand terminated on the termination of services of the Employee as per the terms and conditions of the Appointment Letter. Page dof cre 2. 124. 33. @ nck Legat- Employee NDA Templte- Doted-200 pave thetanding the expiry or termination or sooner determination, fr any Tense of this Agreement, clauses [2,3 sorwAN (Confidentiality), (7\tnderity, (23 (i) (Notes), [22)KGoverning ‘aw Jurisdiction and Dispute Resolution) and [13] Miscellaneous) shall continue to bind each Party ro gle teffect to thelr respective rights and ‘obligations and shall survive such termination fr 9 period of Five (5) years thereafter. in five (5) calendar days following delivery portions of the Confidential Information I) assemble and return to the Company, ‘Return of Confidential information setae termination ofthis Agreement or the Appointment Letter or with bythe Company tothe Employee of a writen request hat ll or specified be returned to the Company, the Employee shall as directed by Company Bef) destroy all such Confidential Informatio, including all copes, ecethe ‘and/or summaries thereof. In orton the Eanloyee shal certify in writing to the Company that the specifies ‘Confidential Information has been aaairned or destroyed and that no copes, excerpts, analysis and/or summaries ‘thereof or based thereon remain in the Employee's possession. ued in accordance with the laws of India, without regard to the i be subject to the provisions of clause 12, Notwithstanding the iI have sole and exclusive jurisdiction to try and entertain any Governing Law and Jurisdiction ‘This Agreement shall be governed by and constr ‘conflicts of law rules thereof, and any disputes wil foregoing, the competent courts at Mumbai shal disputes arising between the parties. Dispute Resolution Plsouteptes or difference arises between the partis hereto in connection with or arising out of the validity, trasyretation, Implementation, termination or alleged breach of any rovsen ‘of, or based on any matter arising rer or in connection with, or any compliance ofthis Agreement, or the transactions contemplated hereby oF sa chy (lepute’) the Parties shall endeavor to negotiate and settle the Pispite amicably within 30 days of any sere lope having arisen If a Paty gives natice to the other Party that a ishale has arisen and the Parties are se to resolve the Dispute amicably within aforesaid period of such notice, the attempt to bring about an “amicable settiement shall be considered to have failed. irene event the Partie fil to amicably resolve the Disputes within the ‘aforesaid time, the same shall be referred 1 tr seation of a sole arbitrator apponted in accordance withthe rues ofthe ‘Mumbai Center for International 1 tion (MCIA) as amended or modified from time to time. The venue of ‘arbitration shall be at Mumbal. The rion proceedings shal be conducted in the English language. The Award passed by the sole arbitrator shall be final and binding on the Parties. ‘Severability if any term or provision of this Agreement shall be held Invalid or unenforceable to any extent, the remainder of tal Meement shall not be affected and each other term and provision ofthis ‘Agreement shall be valid to the fullest extent permitted by Law. No Walver tio fare or delay by Party in exerclsing any right, power or privilege hereundey shall operate as a waiver thereof, ae tenal any single or partial exercise thereof preclude any other or further texercise thereof or the exercise of any power, right or privilege hereunder. Notices [A Notices, requests and other communications to any party hereunder ‘imuttaneously by any two of mall facsimile and emall transmission if the notice isto Company: shall be in writing and shall be given Page S09 wv vi. vu. ‘Ref-AILLegak Employee NOA Tempore. Deted00h February, 2022 ‘Name: Aarti Industries td ‘Attn.: CHRO- Mr. Mano) Sharma/Mr.Sudhakar Shetty = €€, The General Counsel- Ms.Sandhya Tolat ‘Address: 71, Udyog Kshetra, 2nd Floor, Mulund Goregoan Link Road, Mulund West, Mumbat 400080 Tel. 491.22 67976665 Fax: 491.22 67976660 cemail:mano} sharma @aart-industries.com sudhakarshetty@aarttindustries.com ‘sandhatolat @aart-industries.com I the notice isto Employee: } Attn: Me [9] Address: {#] Tel. Fox: email: Either of theCompany or the Employee may change its address by a notice given to the other in the manner set forth above. All notices and other communications shall be deemed to have been duly given (I) on the expiry of seven days after posting, if transmitted by registered alrmail or (i) on the date immediately after the date of transmission with confirmed answer back if transmitted by facsimile whichever shall first occur. Insider Trading ‘The Employee represents and warrants that It shall during the Term of this Agreement and thereafter for se (6) months jcomply with the regulatory requirements of the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 including any amendments thereof, (i) it shall prudently handle unpublished price sensitive information of the Company it received and shall regulate, monitor and report trading by team members, family members and other connected Persons toward achieving compliance with the code of conduct throughout the Term. Reverse Engineering Employee shall not reverse-engineer, ‘components, or specications dsciosed, or any intellectual property or proprietary informa hot remove, overprint or deface any notice of confidentiality from any original or copy of any Confidential Information disclosed. decompile, or disassemble any technical designs, or e.g,, drawings, mn disclosed an shall Public Announcement ‘The Employee shall not, without prior written co advertisement, publications to the general public, to the news media, temployment or this Agreement , without the prior written consent of Company, of any such issue or release or confirmation. nsent of Company, Issue or release or confirm any statement, ‘or to any third party, except about its ‘as tothe form, content and timing Entire Agreement ‘This Agreement along with the Appointment Letter and tthe Parties with respect to the subject matter hereof, and supersedes all prior and contemporang representations and understendings of the Parties. No supplement, modification or amendment of this Agreement shall be binding unless executed by both Parties In writing the annexures constitutes the entire agreement between eous agreements, Page 6of9 @ efi Legal Employee NOA Temple Date ion bran, 2022 For Aart Industries Limited For[e] Name: ame: Designation: Designation: Witnesses: witnesses: 1 1. 2 Page Tf eft Legal Employee NOA Tempote- ‘Dota 10h Februy, 2022 ‘Annexure. DEFINITIONS: ‘Appointment Letter means the letter dated entered into between the Company and the Employee and ‘acknowledged by the Employee, regulating the terms and conditions of service and employment of the Employee in the Company. law, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Government Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Government Authority of india. ““npplicable Law’ or “Law” means any Indian statute, “atiliates” mean, with respect to any party, any other Person directly or indirectly Controling, Controlled by, oF under direct or indirect common Control with such party. “Control, “Controlled” or “Controlling “shall mean, ‘with respect to any Person, any circumstances in which such Person Is controled by another Person by virtue of the latter Person controlling the composition of the Board of Directors or owning the largest or controlling percentage of the voting securities of such Person or by way of contractual relationship or otherwise. Business: manufacturing, marketing, sales and distribution of several specialty chemicals, agrochemicals, active pharmaceutical ingredients (API) and intermediates. confidential Information" means and includes any and all information of the Company or Its Affiliate, whether written, ora, visual or otherwise, concerning the Business, operations, prospects, finances, or other affairs of the ‘company, its Afflates, Group available to the Employee in the course of his employment with the Company, which includes, without limitation,

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