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In consideration of my employment or continued employment by Acidaes Solutions Pvt. Ltd., having its
Corporate Office at Candor Tech space Tower 1, ground Floor, Sector-62, NOIDA 201 309 (the
"Company"), and other good and valuable consideration receipt of which is acknowledged, the
Company’s granting me access to its confidential and proprietary information, and the remuneration
now and hereafter paid to me,
1. Recognition of Company's Rights; Nondisclosure. At all times during the term of my
employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture
upon or publish any of the Company's Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with my work for the Company
without written authorization of my superior, in the Company. I hereby assign to the Company
any rights I may have or acquire in such Proprietary Information and recognize that all
Proprietary Information is and shall be the sole property of the Company, its successors and
assigns and that the Company, its successors and assigns shall be the sole owner of all patent
rights, copyrights, trade secret rights and all other rights (collectively, "Proprietary Rights")
throughout the world in connection therewith.
The term "Proprietary Information" shall mean trade secrets, confidential knowledge,
data or any other proprietary information of the Company. By way of illustration but not
limitation, "Proprietary Information" includes (a) inventions, trade secrets, ideas, processes,
formulas, data, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as "Inventions" and (b)
information regarding plans for research, development, new products and services, marketing
and selling, business plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers; and information regarding the skills and compensation of the
employees/retainers/ Associates of the Company.
2. Third Party Information. I understand, in addition, that the Company has and may from time to
time in the future receive from third parties confidential or proprietary information ("Third Party
Information") subject to a duty of the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term of my employment
and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose
(to anyone other than Company personnel who need to know such information in connection
with their work for the Company) or use, except in connection with my work for the Company,
Third Party Information unless expressly authorized by the Board of Directors of the Company
in writing.
4. Enforcement of Proprietary Rights. I will assist the Company in every proper way to enforce this
Agreement. To that end I will execute, verify and deliver such documents and perform such other
acts (including appearing as a witness) as the Company may reasonably request for use in
applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights
and the assignment thereof. In addition, I will execute, verify and deliver assignments of such
Proprietary Rights to the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all countries shall
continue beyond the termination of my employment, but the Company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the Company's request
on such assistance. In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions specified in the
preceding paragraph, 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 to
execute, verify and file any such documents and to do all other lawfully permitted acts to
further the purposes of the preceding paragraph thereon with the same legal force and effect as
if executed by me. I hereby waive and quit claim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights
assigned hereunder to the Company.
5. Obligation to Keep Company Informed. During the period of my employment, I will promptly
disclose to the Company fully and in writing and will hold in trust for the sole right and benefit
of the Company any and all Inventions. In addition, after termination of my employment, I will
disclose all patent applications filed by me within three (3) years after termination of employment.
7. No Conflicting Obligation. I represent that my performance of all the terms of this Agreement
and as an employee of the Company does not and will not breach any agreement to keep in
confidence information acquired by me in confidence or in trust prior to my employment by the
Company. I have not entered into, and I agree I will not enter into, any agreement either written
or oral in conflict herewith.
a) During the term of my employment with the Company and after for a period of 24 (Twenty Four)
months after such termination of such employment, I will not, directly or indirectly, participate
in the ownership, management, operation, financing, or control of, or be employed by or consult
for or otherwise render services to or on behalf of, any person, corporation, firm or other entity
that competes with the Company in the conduct of the business of the Company as conducted or
as proposed to be conducted, or currently an existing clients nor shall I engage in any other
activities that conflict with my obligations to the Company.
b) During my employment with the Company and after for a period of 24 (Twenty Four) Months
after the date that my employment with the Company terminates for any reason, whether with
or without cause, I will not, individually or on behalf any other person, corporation, firm or other
entity, directly or indirectly, solicit, induce, recruit or encourage any employee of the Company
or any subsidiary of the Company to terminate his or her employment with the Company or such
subsidiary, or solicit the business of any client or customer of the Company (other than on behalf
of the Company .
c) Non – Compete Clause: During my employment, when engaged in providing services to an end
customer, I hereby agree not to work for the customer of the Company directly OR indirectly
for a period of one year after thy Company to have a contact with the customer or it cease to be
employed with the Company whichever is earlier.
9. Return of Company Documents. When I leave the employ of the Company, I will deliver to the
Company all drawings, notes, memorandum, specifications, devices, formulas, and documents,
together with all copies thereof, and any other material containing or disclosing any Company
Inventions, Third Party Information or Proprietary Information of the Company. I further agree
that any property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. Prior to leaving, I will cooperate with
the Company by executing the Company’s termination statements for technical, management or
executive personnel.
10. Legal and Equitable Remedies. Because my services are personal and unique and because I may
have access to and become acquainted with the Proprietary Information of the Company, the
Company shall have the right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief, without prejudice to any other rights and remedies
that the Company may have for a breach of this Agreement.
12.5 Survival. The provisions of this Agreement shall survive the termination of my
employment and the assignment of this Agreement by the Company to any successor in
interest or other assignee.
12.6 Employment. I agree and understand that my employment with the Company is “at will”,
which means either the Company or I may terminate the employment relationship at any
time, for any reason, with or without prior notice and with or without cause. I agree and
understand that nothing in this Agreement shall confer any right with respect to
This Agreement shall be effective as of the first day of my employment with the Company, namely:
Acidaes Solutions Pvt. Ltd.
28 / 06 / 2023
Dated:
Signature
Astitva Narain
Name of Employee
Address
(Authorised Signatory)