Professional Documents
Culture Documents
is made and entered into at Chennai on 4th OF SEPTEMBER 2006 by and between
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1. At-Will ASSIGNMENT OF CONSULTING / EMPLOYMENT. I UNDERSTAND AND ACKNOWLEDGE
THAT MY ASSIGNMENT OF CONSULTING / EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION
AND CONSTITUTES "AT-WILL" ASSIGNMENT OF CONSULTING / EMPLOYMENT. I ALSO UNDERSTAND THAT ANY
REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY. I ACKNOWLEDGE THAT THIS ASSIGNMENT OF
CONSULTING / EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE
OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, AS PER THE PERIOD
STIPULATED IN MY OFFER LETTER.
2. Confidential Information.
a. Company Information.
b. Third Party Information. I recognize that the Company has received and in the
future will receive from third parties their confidential or proprietary information
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I agree to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it
to any person, firm or corporation or to use it except as necessary in carrying out my
work for the Company consistent with the Company’s agreement with such third party.
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a. New Ideas, Concepts, Technologies, Innovations Retained and Licensed. I
have attached hereto, as Exhibit B, a list describing all New Ideas, Concepts,
Technologies, Innovations and Innovations, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to my
ASSIGNMENT OF CONSULTING / EMPLOYMENT with the Company (collectively referred
to as "Prior New Ideas, Concepts, Technologies, Innovations and Innovations"), which
belong to me, which relate to the Company’s proposed business, products or research
and development, and which are not assigned to the Company hereunder; or, if no
such list is attached, I represent that there are no such Prior New Ideas, Concepts,
Technologies, Innovations and Innovations. I agree that I will not incorporate, or
permit to be incorporated, any Prior Invention owned by me or in which I have an
interest into a Company product, process or machine without the Company’s prior
written consent. Notwithstanding the foregoing sentence, if, in the course of my
ASSIGNMENT OF CONSULTING / EMPLOYMENT with the Company, I incorporate into a
Company product, process or machine a Prior Invention owned by me or in which I
have an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify,
use and sell such Prior Invention as part of or in connection with such product, process
or machine.
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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 rights, title and interest in and to such New Ideas, Concepts,
Technologies, Innovations and Innovations, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do so, any
such instrument or papers shall continue after the termination of this Agreement. If
the Company is unable because of my mental or physical incapacity or for any other
reason to secure my signature to apply for or to pursue any application for any Indian
or foreign patents or copyright registrations covering New Ideas, Concepts,
Technologies, Innovations and Innovations or original works of authorship assigned to
the Company as above, then I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact, to act for
and in my 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 letters patent
or copyright registrations thereon with the same legal force and effect as if executed
by me.
e. Exception to Assignments. I understand that the provisions of this Agreement
requiring assignment of New Ideas, Concepts, Technologies, Innovations and
Innovations to the Company shall not apply to any invention that I have developed
entirely on my own time without using the Company’s equipment, supplies, facilities,
trade secret information or Confidential Information except for those New Ideas,
Concepts, Technologies, Innovations and Innovations that either (i) relate at the time
of conception or reduction to practice of the invention to the Company’s business, or
actual or demonstrably anticipated research or development of the Company or (ii)
result from any work that I performed for the Company. I will advise the Company
promptly in writing of any New Ideas, Concepts, Technologies, Innovations and
Innovations that I believe meet the foregoing criteria and not otherwise disclosed on
Exhibit B.
5. Returning Company Documents, etc. I agree that, at the time of leaving the
ASSIGNMENT OF CONSULTING / EMPLOYMENT of the Company, I will deliver to the Company
(and will not keep in my possession, recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, equipment, other documents or property, or reproductions of
any aforementioned items developed by me pursuant to my ASSIGNMENT OF CONSULTING /
EMPLOYMENT with the Company or otherwise belonging to the Company, its successors or
assigns, including, but not limited to, those records maintained pursuant to paragraph 3(c).
In the event of the termination of my ASSIGNMENT OF CONSULTING / EMPLOYMENT, I agree
to sign and deliver the "Termination Certification" attached hereto as Exhibit C.
6. Notification of New Employer. In the event that I leave the employ of the Company, I
hereby grant consent to notification by the Company to my new employer about my rights
and obligations under this Agreement.
7. Solicitation of Employees. I agree that for a period of eighteen (18) months immediately
following the termination of my relationship with the Company for any reason, whether with
or without good cause or for any or no cause, at the option either of the Company or myself,
with or without notice, I will not hire any employees of the Company and I will not, either
directly or indirectly, solicit, induce, recruit or encourage any of the Company’s employees to
leave their ASSIGNMENT OF CONSULTING / EMPLOYMENT, or take away such employees, or
attempt to solicit, induce, recruit, encourage or take away employees of the Company, either
for myself or for any other person or entity.
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8. Interference. I agree that during the course of my ASSIGNMENT OF CONSULTING /
EMPLOYMENT and for a period of eighteen (18) months immediately following the termination
of my relationship with the Company for any reason, whether with or without good cause or
for any or no cause, at the option either of the Company or myself, with or without notice, I
will not, either directly or indirectly, interfere with the Company’s contracts and relationships,
or prospective contracts and relationships, including, but not limited to, the Company’s
customer or client contracts and relationships.
b. I acknowledge that I will derive significant value from the Company’s agreement in
Section 2(a) (i) to provide me with that Confidential Information of the Company to
enable me to optimize the performance of my duties to the Company. I further
acknowledge that my fulfilment of the obligations contained in this Agreement,
including, but not limited to, my obligation neither to disclose nor to use the
Company’s Confidential Information other than for the Company’s exclusive benefit
and my obligation not to compete contained in subsection (a) above, is necessary to
protect the Company’s Confidential Information and, consequently, to preserve the
value and goodwill of the Company. I further acknowledge the time, geographic and
scope limitations of my obligations under subsection (a) above are reasonable,
especially in light of the Company’s desire to protect its Confidential Information, and
that I will not be precluded from gainful ASSIGNMENT OF CONSULTING /
EMPLOYMENT if I am obligated not to compete with the Company during the period
and within the Territory as described above.
10. Representations. I agree to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement. I represent that my performance of all the
terms of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to my ASSIGNMENT OF
CONSULTING / EMPLOYMENT by the Company. I have not entered into, and I agree I will not
enter into, any oral or written agreement in conflict herewith.
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a. Arbitration. Except as provided in subsection (b) below, I agree that any dispute,
claim or controversy concerning my ASSIGNMENT OF CONSULTING / EMPLOYMENT or
the termination of my ASSIGNMENT OF CONSULTING / EMPLOYMENT or any dispute,
claim or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled by arbitration to be held in
Chennai, Tamilnadu, India in accordance with the rules then in effect of THE INDIAN
COUNCIL OF ARBITRATION. The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction. The Company and I shall each pay one-half
of the costs and expenses of such arbitration, and each of us shall separately pay our
counsel fees and expenses.
b. Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject matter herein and
supersedes all prior discussions between us. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless
in writing signed by the party to be charged. Any subsequent change or changes in
my duties, salary or compensation will not affect the validity or scope of this
Agreement.
c. Severability. If one or more of the provisions in this Agreement are deemed void by
law, including, but not limited to, the covenant not to compete in Section 9, then the
remaining provisions will continue in full force and effect.
d. Successors and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives and will be for the benefit of the
Company, its successors, and its assigns.
e. Construction. The language used in this Agreement will be deemed the language
chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against either party.
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13. I acknowledge and agree to each of the following items:
a. I am executing this Agreement voluntarily and without any duress or undue influence
by the Company or anyone else; and
b. I have carefully read this Agreement. I have asked any questions needed for me to
understand the terms, consequences and binding effect of this Agreement and fully
understand them; and
c. I sought the advice of an attorney of my choice if I wanted to before signing this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day, month and year first
above written provided, however, that the Company executed this Agreement solely for the purpose
of entering into the covenants contained in Section 2(a)(i).
COMPANY:
________________________________
RAJESH.P.SURANA
WITNESSES:
1. ______________________
Witness Signature
_______________________
_______________________
_______________________
Witness Details
CONSULTANT / EMPLOYEE:
____________________________________
2. ______________________
Witness Signature
_______________________
_______________________
_______________________
Witness Details
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EXHIBIT B
Name of Employee:
Date:
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