NON-COMPETE AND CONFIDENTIALITY AGREEMENT
This Non-Compete and Confidentiality Agreement (this "Agreement") is made at __________ on , effective from __________.
BETWEEN
__________, __________, of __________, acting through __________, __________ (the "Company");
AND
__________, son/daughter/wife of __________, of __________, employed by or engaged to be employed by the Company as __________ (the "Employee").
The Company and the Employee are each a "Party" and together the "Parties".
RECITALS
A. In the course of the Employee's employment, the Employee will have or come to have access to the Company's confidential business information, client relationships and staff.
B. This Agreement is entered into alongside, and not instead of, the letter or agreement recording the terms of the Employee's employment.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS.
- CONFIDENTIAL INFORMATION. "Confidential Information" means all non-public information about the Company's business that the Employee learns in the course of employment, including client and vendor lists and contracts, pricing, financial information, business and marketing plans, processes, software, technical documentation and trade secrets, and in particular: __________.
- CONFIDENTIALITY OBLIGATION. The Employee shall keep all Confidential Information confidential, shall not use it for any purpose outside the proper performance of their duties to the Company, and shall not disclose it to any person outside the Company, both during the employment and indefinitely after it ends, except information that becomes public other than through the Employee's breach of this Agreement, or that the law compels the Employee to disclose.
- INTELLECTUAL PROPERTY. All work product, inventions, designs, records and material the Employee creates in the course of employment, or using the Company's resources or Confidential Information, belong to the Company, and the Employee shall sign such further document as the Company reasonably requires to record that.
- EXCLUSIVITY WHILE ENGAGED. While employed by the Company, the Employee shall not, directly or indirectly, engage in, be employed by, consult for, or hold any interest in, any business competing with the Company's business, without the Company's prior written consent. This restriction applies only for so long as the employment continues.
- AFTER THE EMPLOYMENT ENDS. This Agreement does not restrain the Employee from taking up competing employment or business after the employment ends. Section 27 of the Indian Contract Act, 1872 renders a restraint of trade void outside narrow statutory exceptions that do not extend to an ordinary contract of employment, and a clause purporting to bind the Employee not to compete after leaving would not be enforced. What continues to apply after the employment ends is clause 2 (confidentiality, without limit of time) and clause 6 (non-solicitation, for the period stated there).
- NON-SOLICITATION. For __________ months after the employment ends, for whatever reason, the Employee shall not solicit or induce any employee of the Company to leave the Company's employment, and shall not solicit any client or customer of the Company with whom the Employee dealt during the last twelve months of employment, for the purpose of providing them services competing with the Company's business.
- REMEDIES. The Employee acknowledges that a breach of clause 2, 3 or 6 may cause the Company harm that money alone cannot adequately compensate, and that the Company is entitled to seek an injunction restraining such a breach, in addition to damages and any other remedy available in law.
- RETURN OF MATERIAL. On the Company's request, or when the employment ends, the Employee shall return or destroy all documents, devices and other material containing Confidential Information that are in the Employee's possession or control.
- GOVERNING LAW AND JURISDICTION. This Agreement is governed by Indian law, and the courts at __________ shall have exclusive jurisdiction over a dispute arising from it.
- SEVERABILITY. If any clause of this Agreement, or any part of it, is held invalid or unenforceable — including, for the avoidance of doubt, if clause 6 is ever held to go further than the law allows — the rest of this Agreement continues in force, read down only to the extent necessary.
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first stated above.
SIGNED for and on behalf of the Company
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SIGNED by the Employee
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WITNESSES
- __________
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Signature: ______________________________
- __________
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Signature: ______________________________