Employment Agreement

//Employment Agreement

Dear Employee,

I am pleased to confirm our verbal offer of employment to you with Milearth Softech as a designation offered with you while joining. As discussed, this offer is conditional upon completion of satisfactory references that could include, but is not necessarily limited to, a review of past employment and education records.
The details of our offer, including the terms and conditions of your employment, are attached as
Schedule “A.” and as per onboard form filled by you.
Please take the time to review carefully our offer. This letter, along with the enclosed schedules, outlines the obligations of both Milearth Softech and yourself with respect to your employment conditions, and is governed by the laws of the Mumbai/Maharashtra/India Government. It details the terms and conditions of your employment with Milearth Softech, and will form our agreed upon employment contract with you once signed (on paper or digitally).
Milearth Softech privileged information shall not be shared with any third part or competitor or within the organization or outside the organization. In case if you are involved into such activity it will be considered as false practice & strict action will be taken against such un- professionalism behavior.
Accepting employment will be conditional upon agreeing to and signing the attached copy of this letter and the attached Schedule(s), initialing each page in the right-hand corner, and returning it to me upon your earliest convenience, but prior to your first day of employment. Once you accept the offer you are not allow to give any interview or accept any offer from past interviews.
We look forward to welcoming you to the Milearth Softech team and wish you a successful and

rewarding career with us.

,
Mr. Piyush Kamdar Founder & CEO Milearth Softech

An employee, acknowledge that I have read, understood and accept this offer and the terms and conditions contained in the attached Schedule(s), and agree to be bound by the terms and conditions of employment as outlined therein.

Scheduled A

Schedule B

Confidentiality and Proprietary Information Agreement

In consideration of Employment or engagement as an independent contractor with Milearth Softech (the “Milearth Softech”), the undersigned (the “Participant”) agrees and covenants as follows:

1. Employment with the Milearth Softech or engagement with the Milearth Softech as an independent contractor, as the case may be (the “Engagement”), will give the Participant access to proprietary and confidential information belonging to the Milearth Softech, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to customer lists, marketing plans, proposals, contracts, technical and/or financial information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of the Milearth Softech.
2. As referred to herein, the “Business of the Milearth Softech” shall relate to the business of the Milearth Softech as the same is determined by the Management of the Milearth Softech from time to time.
3. The Participant may in the course of the Engagement conceive, develop or contribute to material or information related to the Business of the Milearth Softech, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”). The Milearth Softech shall exclusively own all Proprietary Property which the Participant conceives, develops or contributes to in the course of the Engagement and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trade-mark rights in or relating to the Proprietary Property. For greater certainty, the Participant hereby assigns to the Milearth Softech any and all rights that the Participant may have or obtain in or to the Proprietary Property. Material or information conceived, developed or contributed to by the Participant outside work hours on the Milearth Softech’s premises or through the use of the Milearth Softech’s property and/or assets shall also be Proprietary Property and be governed by this Agreement if such material or information relates to the Business of the Milearth Softech. The Participant shall keep full and accurate records accessible at all times to the Milearth Softech relating to all Proprietary Property and shall promptly disclose and deliver to the Milearth Softech all Proprietary Property.
4. The Participant shall, both during and after the Engagement, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Milearth Softech. The Participant may, however, use or disclose Confidential Information which:
(i) is or becomes public other than through a breach of this Agreement;

(ii) is known to the Participant prior to the date of this Agreement and with respect to which the Participant does not have any obligation of confidentiality; or
(iii) is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided that Participant informs the Milearth Softech of such requirement in sufficient time to allow the Milearth Softech to avoid such disclosure by the Participant.
The Participant shall return or destroy, as directed by the Milearth Softech, Confidential Information and Proprietary Property to the Milearth Softech upon request by the Milearth Softech at any time. The Participant shall certify, by way of affidavit or statutory declaration, that all such Confidential Information and Proprietary Property has been returned or destroyed, as applicable.

5. The Participant covenants and agrees not to make any unauthorized use whatsoever of or to bring onto the Milearth Softech’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Engagement. The Participant agrees and represents that the Engagement and the execution of this Agreement do not and will not breach any agreement to which the Participant is currently a party or which currently applies to the Participant
6. At the reasonable request and at the sole expense of the Milearth Softech, the Participant shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure the Milearth Softech’s ownership of the Proprietary Property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to the Milearth Softech written assignments of all rights to the Milearth Softech and any other documents required to enable the Milearth Softech to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as the Milearth Softech considers advisable anywhere in the world.
7. The Participant hereby irrevocably and unconditionally waives all moral rights the Participant may now or in the future have in any Proprietary Property.
8. The Participant agrees that the Participant will, if requested from time to time by the Milearth Softech, execute such further reasonable agreements as to confidentiality and proprietary rights as the Milearth Softech’s customers or suppliers reasonably required to protect Confidential Information or Proprietary Property.
9. Regardless of any changes in position, salary or otherwise, including, without limitation, termination of the Engagement, unless otherwise stipulated pursuant to the terms hereof, the Participant will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph.
10. The Participant agrees that the Participant’s sole and exclusive remedy for any breach of this Agreement or any other agreement by the Milearth Softech will be limited to monetary damages and that the Participant will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property.
11. The Participant acknowledges that the services provided by the Participant to the Milearth Softech are unique. The Participant further agrees that irreparable harm will be suffered by the Milearth Softech in the event of the Participant’s breach or threatened breach of any of his or her obligations under this Agreement, and that the Milearth Softech will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining the Participant from engaging in or continuing any such breach hereof. Any claims asserted by the Participant against the Milearth Softech shall not constitute a defence in any injunction action, application or motion brought against the Participant by the Milearth Softech.

12. This Agreement is governed by the laws of the Province of Mumbai and the Participant agrees to the non-exclusive jurisdiction of the courts of the Province of Mumbai in relation to this Agreement.
13. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect.

1. CONFIDENTIAL INFORMATION

(a) Exclusive Property of Foundation. At all times during and after the date hereof, Interns/Employees shall keep in confidence and trust all information which may have been communicated to, acquired, or learned by Interns/Employees in the course of or as a result of his/her Employment with the Foundation. Interns/Employees hereby acknowledges that the Foundation possesses certain Confidential Information that is peculiar to the business or activities in which the Foundation is or may be engaged.

Interns/Employees affirms that such Confidential Information is the exclusive property of the Foundation, and that the Foundation has proprietary interest in such Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean any and all information of any nature and in any form, including but not limited to, the Foundation’s existing, future and contemplated:
1. products, funds, and services;
2. purchasing, accounting, and marketing methods or practices;
3. development data, and/or methodologies;
4. membership, customer, donor and/or Interns/Employees records, information, lists and files;
5. policies and/or business strategy including information obtained by Interns/Employees in his/her Employment capacity with the Foundation;
6. samples and/or materials submitted to Interns/Employees by the Foundation; and
7. Employees salary is quite confidential they are not supposed to disclose with anyone or any of their colleagues except family.
8. any and all directly and indirectly related records, documents, specifications, data, and/or other information with respect thereto. Interns/Employees acknowledges that such Confidential Information is confidential and proprietary. Interns/Employees further acknowledges by signing this Agreement that the Foundation has expended much time, cost, and difficulty in developing and maintaining the Confidential Information.

(b) Unauthorized Use or Disclosure Prohibited. Interns/Employees agrees:
1. to use the Confidential Information solely for the purpose of performing his/her duties on behalf of the Foundation and for no other purpose whatsoever;
2. not to, directly or indirectly, at any time during or after his/her Employment by the Foundation, disclose the Confidential Information to any other Person (except to the Foundation’s officers in connection with his/her duties on behalf of the Foundation) or
use or otherwise exploit the Confidential Information to the benefit of the Interns/Employees or any other Person or to the detriment of the Foundation; and (iii) not to lecture on or publish articles with respect to the Confidential Information. For purposes of this Agreement, the term “Person” means any individual, corporation, limited or general

partnership, limited liability company, joint venture, association, trust or other entity or organization, whether or not a legal entity.

(b) Foundation’s Retention of Records. Upon the termination of Interns/Employees Interns /Employees relationship with the Foundation, Interns/Employees hereby agrees that the Foundation shall retain possession of all records, documents, computer data and any other Confidential Information, including but not limited to, the names, addresses and telephone numbers of members and donors of the Foundation and all copies thereof (collectively, the “Records”) relating to the Confidential Information; and if such Records are not on the Foundation’s premises, Interns/Employees hereby unconditionally agrees to return such Records, and all copies thereof, to the Foundation as soon as practical, but in any event no later than the date of termination. Additionally, Interns/Employees agrees to return all originals and copies of Records upon demand by the Foundation during the Employment relationship.

2. CONFLICTS OF INTERESTS

Interns/Employees acknowledges and agrees that he/she shall not use, copy, distribute, install or download any of the Foundation’s software or computer files or use any of the Foundation’s equipment for personal use, gain or profit or for use, gain or profit by any other Person, without the express written consent of the Foundation (which may be withheld in the Foundation’s sole discretion). Interns/Employees further agrees that any work, product or service that the Foundation is capable of performing or providing will not be performed or provided by Interns/Employees, outside his/her duties and responsibilities to the Foundation, without the express written consent of the Foundation (which may be withheld in the Foundation’s sole discretion).

3. EQUITABLE RELIEF

Interns/Employees agrees that the Confidential Information sought to be protected by this Agreement are valuable, unique assets of the Foundation and it would not be possible to measure in monetary terms some of the damages which the Foundation would incur if Interns/Employees breaches his/her obligations under this Agreement. Therefore, Interns/Employees agrees that in the event of a breach or threatened breach of any of the provisions of this Agreement, the Foundation shall be entitled to an injunction restraining Interns/Employees from violating or taking any action contrary to the provisions of this Agreement. Such injunction shall be available without the posting of any bond or other security, and Interns/Employees hereby consents to the issuance of such injunction and agrees that he/she will not assert, and that he/she hereby forever waives, the claim or defense that the Foundation has an adequate remedy at law.

4. DAMAGES, INDEMNITY, COSTS, EXPENSES AND ATTORNEYS FEES

Interns/Employees agrees to pay the Foundation all monetary damages caused by Interns/Employees breach or threatened breach of this Agreement, including but not limited to, lost revenues and donations.
Interns/Employees also agrees to pay the Foundation for all costs and expenses, including reasonable attorneys’ fees, incurred by the Foundation in enforcing its rights here under, in addition to any other relief to which the Foundation may be entitled.
Interns/Employees further agrees to indemnify and defend the Foundation for all damages incurred as a result of claims brought against the Foundation by Persons caused by, flowing from or relating in any way to Interns/Employees breach or threatened breach of this Agreement. This indemnity provisions

specifically includes, but is not limited to, indemnification for all costs and expenses, including
reasonable attorneys’ fees, incurred in defending such claims against the Foundation.

Interns/Employees specifically acknowledges and agrees that the Foundation is entitled to select legal counsel of its choice regarding claims referenced in this paragraph and that Interns/Employees is responsible for indemnifying the Foundation for all reasonable attorneys’ fees incurred by such counsel.
Interns/Employees specifically acknowledges and agrees that the Foundation’s rights set forth in this provision are in addition to the Foundation’s right to obtain the equitable and/or injunctive relief provided for in this Agreement.

5. Non – Competition

5.1 During the Employment Period, the Employee shall not, directly or indirectly, either as an employee, part of a company, consultant, agent, principal, partner, corporate officer, director, shareholder, member, investor or in any other individual or Representative capacity, engage or participate in any business that is in competition in any manner whatever with the business of the Company.
5.2 During and after the Employment Period, the Employee will not divulge or appropriate to his own use or to the use of others, whether in competition with the company or otherwise, any Confidential information or intellectual property of the Company.
5.3 The obligations contained in this clause shall survive the termination of the Employee’s
employment with the company and shall be fully enforceable thereafter.
5.4 Notwithstanding the above provision, due to the nature of the Confidential information that has been/may be disclosed to the Employee by the Company during the course of his employment, the Employee acknowledges that the Company would lose its business advantage over its competitors if the Employee were to provide any services to such companies of the Company. Accordingly, the Employee undertakes that he shall not, directly or indirectly, solicit, offer or otherwise contact Intellect Solutions or any related subsidiaries
/ parent company, who are direct competitors of the Company, for providing any services to the aforesaid direct competitors of the Company, whether as employee or as consultant. This obligation shall survive for a period of 24 months after termination of the Employee’s employment with the Company.
5.5 Any Moral Turpitude can result in immediate loss of employment with the company.
5.6 Employees are expressly prohibited from accessing any prior employers’ websites or data and/or any sort of information pertaining to their formal employer/employment that is confidential in nature from Company or any other location. If Company or third-party notices/discovers such instance/s at any time, suitable legal action will be taken including but not limited to criminal proceedings against concerned employee or ex-employee.
The above terms should be read along with the attached Employments Agreement. In the event there in any conflict between this offer and the employment Agreement, the terms of the Employment agreement will prevail.

6. CUMILATIVE RELIEF

The provisions of this Agreement shall be cumulative, and not exclusive of any remedies which may be available by law, including, without limitation, specific performance of this Agreement.

7. INVALIDITY AND SEVERABILITY

If any clause of this Agreement is illegal, invalid or unenforceable under present or future laws,

then it is the intention of the parties hereto that the remainder of the Agreement shall be affected thereby and all other clauses or provisions shall remain in full force and effect. It is also the intention of the parties to this Agreement that each clause and provision of this Agreement be construed in a manner which will make same legal, valid and enforceable, and, if not possible, then reformed only to the extent necessary to render the clause legal, valid and enforceable. It is further the intention of the parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision invalid, illegal or unenforceable and the other of which would render the
provision valid, legal and enforceable, then the provision will be construed to have the meaning that renders it valid, legal and enforceable.

IN WITNESS WHEREOF the Milearth Softech has caused this Agreement to be executed as of the (Date of Joining or accepting the agreement digitally)

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (the “Agreement”) is entered into by and between Milearth Softech with its principal offices at B-10, 3rd Floor, Ratandeep, S.V.Road, Andheri (W), Mumbai – 400058. (“Disclosing Party”) and currently located(“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

 

1. Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information.

Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

3. Obligations of Receiving Party.

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests, it in writing.

4. Time Periods.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships.

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

6. Severability.

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

7. Integration.

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver.

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. Notice of Immunity

Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is

PROPRIETORY INFORMATION AND INVENTION

a. MILEARTH SOFTECH is engaged in the development of Web application and Android, iOS application for School Management ERP; and

b. MILEARTH SOFTECH is also pursuing continues programme of research and development relating to its business, present and future, in the field of Laser based technological solutions for all stages of School Management ERP including field related to its business; and

c. The EMPLOYEE during the course of his employment and in-performance of his/her duties have an access to the Confidential and Proprietary Information of special benefits to MILEARTH SOFTECH; and

d. The EMPLOYEE in performance of his services and duties with MILEARTH SOFTECH is likely to access Confidential and Proprietary Information of MILEARTH SOFTECH or any of its, group companies, subsidiary or affiliated companies; and

e. The EMPLOYEE’S discussion and interaction with software developers, customers and collaborators in India and/or abroad during the course of employment with MILEARTH SOFTECH creates a relationship of confidence and trust between the EMPLOYEE and MILEARTH SOFTECH with respect to any Confidential and Proprietary Information, applicable to the business of any client or customer or collaborator or business associates of Milearth Softech, which may be made known to the EMPLOYEE, by MILEARTH SOFTECH or customers, software developers, engineers, collaborators, business associates of MILEARTH SOFTECH or acquired by EMPLOYEE during his/her employment with MILEARTH SOFTECH; and

f. MILEARTH SOFTECH is legally bound to maintain Confidential and Proprietary Information obtain under business agreement with its collaborator, customers, vendors and others; and

g. The EMPLOYEE is in employment of MILEARTH SOFTECH and in consideration of the continuance of employment of the EMPLOYEE by the MILEARTH SOFTECH, it is agreed by and between the MILEARTH SOFTECH and the EMPLOYEE that the MILEARTH SOFTECH and EMPLOYEE shall enter in to this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND PARTIES HERETO HEREBY AGREES AS UNDER:

1. “Confidential and Proprietary Information” mean all information possess and will continue to possess that has been created, discovered, researched, invented, acquired or developed or otherwise become known to MILEARTH SOFTECH including information created, discovered, developed or made known or access to the EMPLOYEE during the period of or

arising out of his/her employment with MILEARTH SOFTECH and / or information in which proprietary right have been assigned or otherwise acquired by MILEARTH SOFTECH, which information has commercial value in the business, in which MILEARTH SOFTECH is engaged, which includes all tangible and intangible property but not limited to standard operating procedures and processes, formulas, techniques, designs, methods, computer programs, structures, trade secrets, know-how, ideas (including patentable ideas), inventions, unpublished patent applications, improvements, copyrightable materials, schematics, product development plans, forecasts, strategies, customers, suppliers, regulatory strategies and other technical, non-technical, business, financial, marketing and merchandising information of MILEARTH SOFTECH. Such Confidential and Proprietary Information will also include the Confidential and Proprietary Information of affiliates, subsidiaries, sub-contractors, and collaborators of MILEARTH SOFTECH.

2. The EMPLOYEE undertakes and agrees that, subject to paragraph (5) hereof, all Confidential and Proprietary Information shall be the sole property of MILEARTH SOFTECH and its assignees and MILEARTH SOFTECH and its assignees shall be the sole owner of all Confidential and Proprietary Information and other rights in connection therewith. At all-time both during his/her employment with MILEARTH SOFTECH and after his/her termination of employment the EMPLOYEE will keep in confidence and trust all Confidential and Proprietary Information, and the same shall be treated as secret and confidential to MILEARTH SOFTECH and the EMPLOYEE agrees and undertakes not to use, reveal, disclose, divulge, make any disclosure or publication or permit anyone in any manner whatsoever except with the prior written permission of the Director of MILEARTH SOFTECH and only to the extent permitted. The EMPLOYEE agrees that MILEARTH SOFTECH will have a legal right to prevent the communication or disclosure in any manner whatsoever of this Confidential and Proprietary Information to anybody else.

3. All inventions, discoveries, improvements, processes, designs, formulas and ideas made or conceived by EMPLOYEE during the period of his/her employment with MILEARTH SOFTECH either during or after working hours which are useful in or related to business, work or inventions belong exclusively to MILEARTH SOFTECH. The EMPLOYEE agrees that he/she shall have no claim for any compensation for such inventions, discoveries, improvements, processes, designs, formulas, ideas, etc. The EMPLOYEE acknowledges that the MILEARTH SOFTECH owns all rights, title and interest in and to the same and that EMPLOYEE acquires no right, title and interest in the same by virtue of EMPLOYEE’S employment by the MILEARTH SOFTECH or access to or creation of the same. The EMPLOYEE hereby assigns all rights, title and interest in and any and all inventions, discoveries, improvements, processes, designs, formulas and ideas to MILEARTH SOFTECH, whether or not patentable or registrable under Copyright or similar statutes and this Agreement does not require assignment from EMPLOYEE.

4. The EMPLOYEE shall promptly disclose to the CEO and Proprietor of MILEARTH SOFTECH any such inventions, discoveries, improvements, processes, designs, formulas or ideas and at the request of MILEARTH SOFTECH and its expenses either before or after his/her ceasing to be employed with MILEARTH SOFTECH he/she shall assist MILEARTH SOFTECH in acquiring and maintaining patent, copyright or similar protection upon and confirming its title to such invention, discoveries, improvements, processes, designs, formulas and ideas. The EMPLOYEE shall comply by signing of application for patents, copyrights or similar rights, assignments and other papers and also co-operate in necessary proceedings, and taking other steps desired by MILEARTH SOFTECH and shall not ask for any compensation as fees for submitting such inventions, discoveries, improvements, processes, designs, formulas, ideas, etc.

5. The EMPLOYEE shall record description of all his/her work in proper manner. All such records and copies of them whether complied at home or at work place or during his/her visit to any place in India or abroad on behalf of MILEARTH SOFTECH shall be exclusive property of MILEARTH SOFTECH whether assignment thereof is effected or not in writing in favour of MILEARTH SOFTECH and shall be handed over to MILEARTH SOFTECH or its authorised representative on demand or upon ceasing to be the employee of MILEARTH SOFTECH.

6. The EMPLOYEE agrees that his/her performance of all other terms of this Agreement and as an EMPLOYEE of MILEARTH SOFTECH does not and will not breach any agreement to keep in confidence a Confidential and Proprietary Information acquired by him/her in confidence, or in trust prior to his/her employment at MILEARTH SOFTECH. The EMPLOYEE has not entered into and will not enter into any agreement either written or oral in conflict herewith.

7. The EMPLOYEE agrees that during the period of his/her employment at MILEARTH SOFTECH he/she will not without MILEARTH SOFTECH’S express written consent engage directly or indirectly in employment or activity other than for MILEARTH SOFTECH in any business and in which the MILEARTH SOFTECH is now or hereafter become engaged and shall devote his/her whole time and attention to the service of MILEARTH SOFTECH.

8. The EMPLOYEE undertakes and agrees that he/she shall not use, reveal, disclose, divulge, make any disclosure or publication or permit any one in any manner whatsoever the Confidential and Proprietary Information during his/her employment or after cessation of employment without prior written permission of the Director of MILEARTH SOFTECH and shall hold the same in utmost confidentiality for PERPETUALLY.

9. In the event of the cessation of the employment of MILEARTH SOFTECH for any reason, the EMPLOYEE will deliver to MILEARTH SOFTECH all documents, materials and data of any nature including file stored on electronic or other media pertaining to his/her work with MILEARTH SOFTECH and the EMPLOYEE will not take with him/her any documents, materials, property or data of any description containing or pertaining to Confidential and Proprietary Information. The EMPLOYEE shall not retain copies of Confidential and Proprietary Information and agrees to delete all files containing Confidential and Proprietary Information stored on any computer owned by the EMPLOYEE.

10. For the purposes of this Agreement, Confidential and Proprietary Information shall exclude information which
a) is lawfully in the public domain at the time of disclosure thereof to the EMPLOYEE; or which thereafter enters the public domain, through no improper action or inaction by the EMPLOYEE; or
b) becomes available to the EMPLOYEE from a source other than MILEARTH SOFTECH which is lawfully entitled without any restriction on disclosure to disclose such Confidential and Proprietary Information to the EMPLOYEE; or
c) is disclosed pursuant to a requirement of law or legal process, or order of a competent court without restrictions.

11. This Agreement shall be effective form the date of employment with MILEARTH SOFTECH.

12. The EMPLOYEES agrees to attend a termination interview with a representative of the MILEARTH SOFTECH to confirm that he/she has complied with the obligations and to discuss any questions that the EMPLOYEE may have about his/her continuing obligations under this Agreement.

13. The EMPLOYEE recognises that the MILEARTH SOFTECH may deem it advisable to notify EMPLOYEE’S new employer or clients that the EMPLOYEE had access to certain Confidential and Proprietary Information and that EMPLOYEE under continuing obligation not to disclose such information. The EMPLOYEE agrees that MILEARTH SOFTECH may serve such a notice provided a copy of the same is also served on the EMPLOYEE.

14. The EMPLOYEE undertakes and agrees that while employment with MILEARTH SOFTECH and FIVE (5) years after cessation of employment with MILEARTH SOFTECH the EMPLOYEE shall not directly or indirectly solicit or interfere with the business relationship between MILEARTH SOFTECH and any MILEARTH SOFTECH’S clients, prospective clients, accounts, employees or contacts with whom EMPLOYEE had material and substantial contact during his/her tenure of service with MILEARTH SOFTECH within India and outside India and within any other country in which MILEARTH SOFTECH does business or any of the MILEARTH SOFTECH’S suppliers, vendors, distributors, etc. The EMPLOYEE undertakes and agrees that above restrictions are reasonable including geographic limitation as to identified clients, accounts, employees and contacts in the specific area of business in which competition is limited to that client, accounts, employees and contacts. The EMPLOYEE agrees that these limitations are reasonable given the highly competitive and sensitive nature of the MILEARTH SOFTECH’S business and are required for MILEARTH SOFTECH’S protection based upon numerous factors including the knowledge and Confidential and Proprietary Information to which the EMPLOYEE will have access during his/her employment with MILEARTH SOFTECH.

15. The EMPLOYEE agrees and acknowledge that damages for breach of the covenants set forth herein will be difficult to determine and inadequate to remedy that harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary or permanent injunction without the necessity of bond. In any action to enforce its rights hereunder, the MILEARTH SOFTECH shall be entitled to an award of its reasonable attorneys’ fees and cost in addition to any other relief or remedy granted.

16. Notwithstanding anything to the contrary herein contained the MILEARTH SOFTECH may in its sole, absolute and unfettered discretion release and discharge an EMPLOYEE on termination of his/her employment from undertaking contained herein on such terms and conditions of indemnity as it think fit.

17. All notices and other communication required under this Agreement must be in writing at the Parties respective addresses as set forth below unless notification of change of address is given. Notice may be given by express delivery using a recognised courier, by certified mail, return receipt request, or by facsimile (with proof of receipt), and is deemed to have been given at the time it is received.

If to MILEARTH SOFTECH
Address:

B-10, Ratandeep, S.V. Road, Andheri (W), Mumbai – 400058

Telephone :

+91 22 42290505

Attention
Proprietor:

Mr. Krunal D. Vasoya

: Milearth Softech

AND
Founder & CEO:

Mr. Piyush S. Kamdar

AND
COO:

Mr. Mayur V. Tailor

18. This Agreement supersedes all pervious contracts for personal service between the MILEARTH SOFTECH

MILEARTH SOFTECH reserves all rights to do all the necessary changes

Declaration

I certify all information is true and correct to the best of my knowledge. This application leads to employment, I understand that false or misleading information in my application or interview may result in my release. I hereby affirm that the foregoing / fabricated statement and answer to questions are true to the best of my knowledge and belief and without consequential omissions of any kind whatsoever and understand that any wrong statements and suppression of facts will as I am employee, subject me to immediate dismissal.

I authorize the companies to conduct any investigation it deems appropriate concerning my application. I hereby authorize and request former employers, personal references, schools, government agencies, health care providers, and all other persons and organizations to disclose credit, criminal record, employment and any other information that may be sought in connection with this application. I hereby release all of the above mentioned from all liability in connection with those disclosures. I further authorize the companies to disclose to others any information it may have concerning my employment, character, and qualifications, including information gained from this application and the investigation of this application. I herein release the companies from all liability in connection with those disclosures. As a condition of my hiring and continued employment, I agree to submit to examinations (including blood, urine, and/or breath test), at the company’s expense, by the person designated by the company, whenever the company requests or at any time during my employment. I promise and pledge that I will not steal or take from the companies or its employees.

I understand and agree that any employment that will result from this application will be for no definite period or duration is at the will of the companies, and will be terminated at any time, without notice or cause. This type of employment is considered to be “employment at will” for the purposes of this agreement. If employed, I agree to acquaint myself with and to abide by all rules, regulations, policies, and procedures of the companies. I acknowledge and agree that the companies have the absolute unfettered right to change its rules, regulations, instructions, policies, procedures, practices, benefits or compensation arrangements unilaterally, at any time, without prior notice. I understand and agree that no person, except a managing partner or managing officer of the company has the authority to bind the company or enter into an agreement with me regarding the duration of employment or any terms of my employment. I further agree that no such agreement will be enforceable unless in writing and signed by the president of the specific company. I have read the above statements, I understand them, and I agree to them. I understand that I am employee at the employers will and may be dismissed at any time without any notice, cause or reason. I understand and agree that all these terms are reasonable, fair, and acceptable to me. I have not been coerced, threatened, or intimidated into signing this statement; instead, it is of my own free will.

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