Suman CH
Suman CH
This Employment Agreement is made and entered into on this 16th May 2016.
BY AND BETWEEN
Sachar gaming Pvt Ltd, a private limited company incorporated under the Companies Act,
1956, with its registered and corporate office at Basement 1/3, Krushal Commercial QA
Complex, besides Shopper Stop, G.M Road Chembur (W), Mumbai-400089 (hereinafter
referred to as “Company” which expression shall, unless repugnant to the subject, context or
meaning thereof, be deemed to mean and include its successors and assigns);
AND
Suman Pradeep Chirivella a citizen and resident of India, aged 29 years and currently
residing at Flat No.208 Komal Apt ,opp Bethal Church,Khoajgaon , Ambarnath
(W),Mumbai421505 (hereinafter referred to as the “Employee”, which expression shall,
unless repugnant to the subject, context or meaning thereof, be deemed to mean and
include his successors, legal heirs, representatives, administrators and executors and
permitted assigns).
The Company and the Employee are referred to in this Employment Agreement individually
as a “Party” and collectively as “Parties”.
WHEREAS
A. The Company is engaged in the business of online gaming and E-Commerce related
(the "Business");
B. The Company has offered employment to the Employee and the Employee has
accepted such offer of employment, on the terms and conditions set forth herein;
C. The Company and the Employee have entered into this Employment Agreement to
set out the terms and conditions on which the Company has employed the Employee
and the Employee will provide services to the Company.
NOW, THEREFORE, in consideration of the promises and premises set forth herein, and other
good and valuable consideration the receipt and sufficiency of which is jointly acknowledged,
the Parties hereby agree as follows:
1
1. SCOPE OF WORK
The Company appoints the Employee as the Help desk of the Company. During the
Term (as defined below), the Employee shall perform the duties and responsibilities
as set out in Annexure A. The Employee shall report to Alwin Anthony such other
person designated by the Company. The functions of the Employee shall be at all
times subject to the control and supervision of the Board of the Company.
1.2 The Company reserves the right to make reasonable changes to the duties and
responsibilities of the Employee and assign such other functions and duties to the
Employee, from time to time, in connection with the Business of the Company, as
the Company deems necessary or appropriate. This may include reducing or altering
the Employee’s duties and/or relocating/shifting the Employee’s principal place of
employment. Further, the Company reserves the right to make reasonable changes
to any term or condition of employment, including among other things, the
Employee’s working hours and/or the remuneration payable to the Employee. The
Company will notify the Employee in writing of such changes with 15 days prior
notice.
1.3 Without prejudice to any of its rights hereunder, the Company may on an annual basis,
review the terms and conditions of the Employee’s employment under this
Employment Agreement.
(a) The employment term of the Employee shall be for a period of one year’s
commencing from the 16th May 2016 (the “Term”) or which first 6 months
will be the probation period
(b) The Employee hereby agrees to perform duties and serve the Company on
the terms set forth in this Employment Agreement. The Term may be
extended by the Parties before its expiry on mutually acceptable terms.
2
2.3 Place of Employment:
The Employee’s principal place of employment during the Term shall be in Mumbai.
However, the Employee may be required to visit the Company's office in any part of
India for any duration of time. The employee may be at the discretion of the
company being transferred to any other place in India.
2.4 Termination
(b) `By mutual agreement between the Parties, without prior notice;
(c) forthwith, without notice by the Company in its sole discretion if the
Employee breaches any of the terms and conditions of this Employment
Agreement or otherwise acts in a manner materially prejudicial to the
business and interests of the Company or commits an act of gross
misconduct or willful negligence;
(d) However the company can terminate the employee during the probation
period without any notice.
During the Term and excluding any periods of leave, sick leave or disability, the
Employee shall devote a minimum of 9 hours per day to the Company during the
Term. The Employee shall faithfully and diligently perform such duties and
responsibilities and exercise such powers consistent with his office. The Employee
shall also perform such duties in relation to the affiliates of the Company, as may be
assigned to the Employee from time to time. The Employee agrees that during the
Term, he shall not be, directly or indirectly, engaged, concerned or interested in any
other trade, business or occupation whatsoever or hold any other Employee,
managerial or directorial positions or responsibilities in any entity other than the
Company.
3.2 The determination by the Company whether the Employee has devoted 9 hours to the
Company shall be final, conclusive and binding on the Employee.
3
4. REMUNERATION, TAXES AND EXPENSES
4.1 Remuneration:
4.2 Taxes
(a) The remuneration to be paid to the Employee will be paid after deduction
appropriate amount for taxes, as per applicable laws in India. The Employee
undertakes to duly pay all taxes as may be required to be paid by him as per
the laws of India on all amounts earned by him pursuant to employment
with the Company.
(b) The Company may at any time deduct from the Employee's salary or from
any other benefit or remuneration payable to the Employee any sum
(including any overpayment of salary) which in the reasonable opinion of the
Company is owed by the Employee to the Company whether by reason of
any default on the part of the Employee or otherwise at any time such
deduction is made.
4.3 Expenses:
The Employee’s business expenses which are incurred in the course of his
employment shall be reimbursed by the Company pursuant to, and to the extent
permitted by, the expenses reimbursement policies of the Company as in effect from
time to time, subject to submission of satisfactory documents evidencing expenses
claimed. All claims for reimbursement of employment related expenses must be
submitted to the Company within 30 (thirty) days of the date on which such
expenses were incurred. The Employee agrees that the Company need not
reimburse permissible expenses submitted for reimbursement after 30 (thirty) days
of the date on which such expenses were incurred.
5.1. The Employee will be entitled to be a part of the provident fund scheme of the Company
and other retirement benefits as per the statutory provisions of the law as applicable
to employee.
5.2. The Employee will be eligible for gratuity upon completion of five (5) years of continuous
service which will be payable to the Employee upon leaving the employment of the
Company as per the applicable legal provision.
4
6. NON-COMPETE AND NON-SOLICIT
6.1 The Employee undertakes, agrees and covenants that he shall not, directly or indirectly,
during the term of his employment:
(a) either by himself or in association with or through any person or entity or in
any capacity whatsoever including but not limited to owning an interest in,
directly or indirectly (through a holding company or otherwise), any
individual proprietorship, partnership, corporation, joint venture, or any
other form of business entity, whether as an individual proprietor, partner,
shareholder, joint venture or as an officer, director, consultant, finder, broker,
employee, or in any other manner whatsoever (except on behalf of the
Company): (i) work as an employee or independent contractor or become a
partner, director, investor or lender or hold shares or ownership interests of
a company or entity, directly or indirectly, engaged in a Competing Business;
(ii) carry on, own, manage, operate, join, assist, have an interest or control in
any business
or person which directly or indirectly competes with the Business; (iii) on
their own account or as an agent of any person canvass or solicit for any
Competing Business. A "Competing Business", for the purposes of this
Clause means any business, which the Company is engaged in, or has
actively engaged in or proposes to engage in.
5
independent contractor to terminate their employment or engagement with
the Company for any reason; or (vii) solicit recruiting prospects and/or
candidates whose files are actively maintained or have been maintained by
the Company.
6.2 Each covenant set out above shall be, and is, a separate covenant and shall be
enforceable separately and independently of any of the other covenants against the
Employee and its validity shall not be affected if any of the others is invalid; if any of
the covenants are void but would be valid if some part of the covenant were deleted
the covenant in question shall apply with such modification as may be necessary to
make it valid.
6.3 The Employee acknowledges that his position with the Company requires and will
continue to require the performance of services that are special, unique,
extraordinary and of an intellectual character and has placed and will continue to
place him in a position of confidence and trust with the employees, customers and
associates of the Company, and accordingly that the restrictive covenants above are
necessary in order
to protect and maintain the goodwill acquired by the Company. The Employee
further acknowledges that the remuneration as contemplated in this
Agreement is adequate consideration for the restrictions contained herein; and the
Employee acknowledges that he has various skill sets which can be deployed by him
once he ceases to be an employee of the Company without breaching the
restrictions contained in this Clause;
6.4 The Employee hereby acknowledges that the restrictions under this Clause are fair
and reasonable as to subject matter, geographical scope and duration, and are
reasonably necessary to protect the interests of the Company and its subsidiaries
and also to protect the value of the business of the Company and its subsidiaries and
associated goodwill.
6.5 The Employee further acknowledges that any breach or threatened or attempted
breach of any provision of this Clause 6 by him would cause irreparable harm to the
Company and that monetary damages would not be sufficient or adequate to
protect the Company’s interests under this Clause 6, and therefore irrevocably
agrees that the Company shall in addition to all other applicable remedies be
entitled to, injunctive relief to prevent a breach or specific performance of this
Clause 6 or other equitable remedy without being required to prove damages or
furnish any bond or other security. The Employee represents that his experience and
knowledge will enable him to earn an adequate living in a business other than a
Competing Business (as defined above) and that injunctive relief will not prevent him
from providing for himself and his family.
6
7.1 The Employee acknowledges that in the course of his employment and/or
directorship/association with the Company, he will possess or obtain knowledge of
trade secrets and other confidential information of the Company including but not
limited to the technological and strategic initiatives of the Company, the terms of the
contracts and dealings with the persons to whom the Company provides/ sells
services/products, persons who facilitate the Company’s provision/sale of
services/products and suppliers of the Company (“Confidential Information”). In
order to protect the Confidential Information and the goodwill of the Company, the
Employee undertakes that he shall not at any time use or disclose (either personally
or through an agent or otherwise, directly or indirectly) or (to the extent that they
may be able do so) allow be using or disclosing:
(a) Any Confidential Information; or
(b) Any trade name used by the Company, or any other name similar to such a
trade name.
7
The Employee recognizes that the Company and/or its affiliates or their respective
officers, directors, employees, clients, agents, representatives and nominees may
have received and in the future may receive confidential information from third
parties subject to a duty on part of the Company and/or its affiliates or their
respective officers, directors, employees, clients, agents, representatives and
nominees as the case may be, to maintain the confidentiality of such confidential
information and use it only for certain limited purposes. The Employee agrees to
hold all such confidential information in the strictest confidence and not to disclose
it to any person, firm or corporation and to use it only as necessary in carrying out
the Employee’s work for the Company and/or its affiliates, as the case may be,
consistent with the agreement of the Company and/or its affiliates or their
respective officers, directors, employees, clients, agents, representatives and
nominees as the case may be, with such third party.
7.4 Time Period for Confidentiality Obligations:
8. INTELLECTUAL PROPERTY
The Employee agrees that the Employee shall promptly make full written disclosure
to the Company and shall hold in trust for the sole right and benefit of the Company,
and hereby assigns to the Company, or its designee, all the Employee’s right, title,
and interest in and to any and all inventions, original works of authorship,
development, concepts, improvements or trade secrets, whether or not patentable
or registrable under copyright or similar laws, which the Employee may solely or
jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the Term (collectively referred to as
“Inventions”), except as limited by the applicable law in India.
The Employee agrees to keep and maintain adequate and current written records of
all Inventions made by the Employee (solely or jointly with others) during the term
of his employment with the Company or its affiliates, as the case may be. The
records will be in the form of notes, sketches, drawings, and any other format that
may be specified by the Company. The records will be available to and remain the
sole property of the Company at all times.
8
The Employee agrees to assist the Company, or its designee, at the Company’s
expense, in every proper way, to secure the Company’s rights in the Inventions and
any copyrights, patents, or other intellectual property rights relating thereto in any
and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order to
assign and convey to the Company, its successors, assigns, and nominees the sole
and exclusive right, title and interest in and to such Inventions, and any copyrights,
patents, or other intellectual property rights relating thereto. The Employee further
agrees that the Employee’s obligation to execute or cause to be executed, when it is
in the power of the Employee to do so, any such instrument, documents or papers
shall continue after the expiration or termination of the Employee’s employment
with the Company. If the Company is unable because of the Employee’s mental or
physical incapacity or for any other reason to secure his signature to apply for or to
pursue any application for any patents or copyright registrations covering Inventions
or original works of authorship assigned to the Company as above, then the
Employee hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as the Employee’s agent and attorney in fact, to act
for and on the Employee’s behalf and stead to execute and file any such applications
and to do all other lawfully permitted acts to further the prosecution and issuance of
patent or copyright registrations thereon with the same legal force and effect as if
executed by the Employee.
(a) The Employee has executed and delivered this Employment Agreement as
his free and voluntary act, after having determined that the provisions
contained herein are of benefit to him, and that the duties and obligations
imposed on him hereunder are fair and reasonable and will not prevent him
from earning a comparable livelihood following the termination of his
employment with the Company; and
(b) The Employee has read and fully understood the terms and conditions set
forth herein, has had time to reflect on and consider the benefits and
consequences of entering into this Employment Agreement, and has
obtained independent legal advice in connection with the execution of this
Employment Agreement.
9.2 The Employee hereby agrees to indemnify the Company, to the fullest extent permitted
by law and to save and hold harmless the Company, from and in respect of all
9
reasonable losses, liabilities, damages, fees, costs, and expenses, including legal fee
paid in connection with or resulting from any claim, action, or demand against the
Company that arises out of or in any way relates to any action amounting to his/her
gross negligence or willful default, during the course of his employment with the
Company.
10. REMEDIES
The Employee acknowledges that the Company will suffer immediate, material,
immeasurable, continuing and irreparable damage and will not have an adequate
remedy at law in the event of a breach by the Employee of any of his obligations
under this Employment Agreement. The Employee hereby waives the claim or
defense that an adequate remedy at law is available. The Employee acknowledges
that the Company will be entitled to institute and prosecute proceedings in any court
of competent jurisdiction to enjoin the Employee from violating any contractual or
legal obligation or to compel performance of the Employee’s obligations hereunder.
Injunctive relief shall be in addition to any remedy to which the Company may be
entitled, at law or in equity (including, but not limited to, an action and judgment for
damages), and the Employee hereby waives and relinquishes any requirement that
the Company post a bond or other security for such injunctive relief.
The Employee shall do all such acts and things and provide all such reasonable
assurances as may be required to consummate the transactions contemplated by
this Employment Agreement, and the Employee shall provide such further
documents or instruments required by the Company or any other party as may be
reasonably necessary or desirable to effect the purpose of this Employment
Agreement and to carry out its provisions.
12.1 This Employment Agreement shall be subject to and shall be interpreted in accordance
with the laws of India.
12.2 Subject to Clause 12.3 below, all disputes arising from or in connection with this
Employment Agreement shall be subject to the jurisdiction of the Courts at Mumbai.
12.3 Any dispute or controversy arising out of or relating to this Employment Agreement
shall be settled by arbitration to be held in Mumbai in accordance with the
Arbitration and Conciliation Act, 1996 and rules framed there under. The arbitration
shall be in the English language, and shall be heard and determined by an arbitral
tribunal composed of a sole arbitrator appointed by agreement between the Parties
10
hereto. If the Parties fail to reach an agreement with respect to the appointment of
an arbitrator within 30 (thirty) calendar days of any Party’s notice to the other Party
of the existence of a dispute, each Party shall then appoint one arbitrator within 15
(fifteen) days period and the two arbitrators so appointed shall appoint a third
arbitrator. In case a Party fails to appoint an arbitrator within this fifteen (15) day
period, then the arbitrator already appointed by one Party shall be the sole
arbitrator. The decision of the arbitrator shall be final, conclusive and binding on the
Parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to
prevent either Party from seeking and obtaining injunctive and equitable relief from
any court of competent jurisdiction without the posting of any bond or other
security.
13. NOTICES
All notices and other communications required or permitted to be given under the
provisions of this Employment Agreement shall be in writing in the English language
and shall be deemed given upon the earlier of (i) delivery, if handed personally and
in case of notice to the Company if handed personally to you ; or (ii) if sent by mail
(certified or registered mail, return receipt requested, postage prepaid) or by a
reputed courier service or by telecopy or facsimile transmission (with request of
assurance of receipt in a manner customary for communication of such type), upon
the expiry of twenty four (24) hours from dispatch or transmission, as the case may
be, to the following persons at the following addresses, or to such other persons at
such other addresses as any Party may request by notice in writing to the other Party
to this Employment Agreement:
If to the Employee, to :
Attention: Suman Chirivella
Address:Flat no 208 ,Komal Apt,
Opp Bethal Church,
Khoajgaon,Ambarnath(W),
Mumbai-421505,
Telephone:9908205899
Facsimile: sumanchirivellas@gmail.com
I
f to the Company, to :
Attention: P.K.Jain
Address: B1 Basement Krushal Commercial
Complex GM Road, Chembur
West Mumbai-89
Telephone:25259901
Facsimile:pk.jain@sachargaming.com
11
14. MISCELLANEOUS
14.3 Counterparts:
14.4 Illegality:
If any one or more of the provisions of this Employment Agreement shall be invalid,
illegal, or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or impaired
thereby. There shall be substituted for any such provision held invalid, illegal or
unenforceable, a provision of similar import reflecting the original intent of the
parties to the extent permissible under law.
14.5 Severability:
The Employee hereby acknowledges that time and other limitations contained in this
Employment Agreement are reasonable and properly required for the adequate
protection of the business and affairs of the Company and/or its affiliates, and in the
12
event that any one or more of such time or other limitations is found to be
unreasonable by a court of competent jurisdiction, the Employee hereby agrees and
submits to the reduction of said time or other limitation to such an area, period or
otherwise as such court may determine to be reasonable. In the event that any
restriction or limitation under this Employment Agreement is found to be
unreasonable or otherwise invalid in any jurisdiction, in whole or in part, the
Employee hereby acknowledges and agrees that such restriction or limitation shall
remain and be valid in all other jurisdictions covered by the territorial scope of his
obligations hereunder.
14.6 Captions:
The captions of the Clauses hereof are for convenience only and shall not control or
affect the meaning or construction of any of the terms or provisions of this
Employment Agreement.
14.7 Waiver:
No failure or delay by the Company in exercising any of its rights, powers or remedies
hereunder shall operate as a waiver thereof. No waiver by the Company of any
breach by the Employee of any of the provisions contained herein shall be deemed
to be a waiver of any subsequent breach of such provision or any other provision of
this Employment Agreement.
14.8 Survival:
The terms and provisions of this Employment Agreement which by their nature, are
intended to survive the termination or expiry of this Employment Agreement
including but not limited to the provisions of Clauses 7, 8, 12, 13, 14.6, 14.9 and this
Clause 14.8 of this Employment Agreement shall survive any termination or expiry of
this Employment Agreement.
References to Clauses and Annexures are references respectively to the clauses and
annexures to this Employment Agreement. The Annexures appended hereto, form
an integral part of this Employment Agreement.
IN WITNESS WHEREOF, the undersigned Parties have executed this Employment Agreement
on the date, month and year first hereinabove written.
13
Name:
Title:
Suman Ch.
Signature:
Name:
Title:
ANNEXURE A1
ANNEXURE B
REMUNERATION
14
CTC of 15-16 will be 14000/-P.M.
15