STRICTLY PRIVATE AND CONFIDENTIAL

DANFOSS-IND/HR/
Date: 02 Aug,2022

Gangu Kartheek
Main Street ,
Penubaka ( village)
Rajam(mandal)
Vizanagaram - 532127
7659884200

Dear Gangu Kartheek,

This is further to the compensation breakup dated 02 Aug,2022 which you have read, understood
and duly accepted. We are pleased to appoint you the position of Software Engineer in band 4 on
the following terms and conditions:

1. COMMENCEMENT OF EMPLOYMENT

Your employment commences from the date of your joining i.e. 12 Sep,2022.

2. COMPENSATION AND BENEFITS

Your total Base Pay is 1070255 per annum. The details of your compensation breakup is
provided in Annexure-A.

Apart from the above total Base Pay, you shall be entitled to other remuneration whether in the
form of allowance, perquisites, benefits or otherwise.

Your compensation details must be kept confidential and may be discussed only with the
reporting manager and the related Human Resource team in case of any clarification.

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3. PLACE OF POSTING, REPORTING AND TRANFERABILITY

You are currently assigned with DDS-D, to be based at our Chennai office. You will be
reporting to Shibu Kunjan . However, the company reserves the right to transfer you to any
other city/section/department/project-site/division/branch office either in existence, or which
may come into existence hereafter, and upon such transfer the rules and regulations of service
as applicable to such post or place of transfer will apply to you.

The nature of the duty and designation may be different from the one being offered to you in
terms hereof, provided however, that your Compensation & Benefits will not be affected. You
will abide by the working hours of the department, office or establishment concerned, if within
India. If transferred outside of India, the terms will be agreed upon mutually, prior to your
transfer. This transfer will be done after reviewing your performance, aptitude, and
attitude and business requirements.

4. DUTIES AND RESPONSIBILITIES

Your immediate manager will communicate details of your role and work responsibilities in the
initial weeks of your joining. You will perform duties and exercise such powers and authority
as are entrusted to you from time to time by or on behalf of the Company. You shall be
responsible for all your actions to the Company and shall promptly and faithfully obey and
observe such orders and directions as may from time to time be given to by or on behalf of the
Company.

5. PRE-CONDITION FOR EMPLOYMENT

Your appointment and terms and conditions are subject to positive background reference
check. The management reserves the right to cancel the appointment, without any written
notice in case of negative reference check.

6. PAST RECORD

If any declaration given or furnished by you to the organization proves to be false or if you are
found to have willfully suppressed any material information, in such case you will be liable for
termination from service immediately without any notice

7. TRAVEL ON WORK

You shall whenever so required by the Company commute or travel by land, sea or air as may
be directed by the Company and in such case you will be entitled to traveling expenses and/or
such other allowances as may be permissible under the rules of the Company for the time being
in force, and applicable to you.

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8. PROFESSIONAL DEVELOPMENT

You will keep yourself informed and reasonably up-to-date on all areas that your job would
require, for the effective discharge of your duties. In the event of your wishing to pursue any
academic programme during your spare time, you will be required to inform the company of
the same, in writing. In the event of your wishing to participate as an associate, member,
speaker or faculty at any business, professional or academic company, you will be required to
inform the Company, of the same, in writing, also indicating details of any nominal honorarium
that may be payable to you. You will also attend all training and development programmes
arranged by the Company for you, follow all procedures required and prepare the necessary
reports pertaining to the programmes.

9. SALARY REVISION

Your salary is subject to revision by the Management, based on your responsibilities and
performance, and as per the rules of the Company.

10. EMPLOYEE CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

You will be required to sign the employee confidentiality and non-disclosure agreement, which
will become part of the terms and conditions of this appointment letter as "Annexure B"

11. INFORMATION SECURITY & CODE OF CONDUCT FOR THE USE OF IT SYSTEMS

You will be required to understand and sign the standards on Information Security and Code of
Conduct for the use of IT Systems, which will also become part of the terms and conditions of
this appointment letter. Standars are available in the company intranet or you can request to
your HR Department.

12. RETIREMENT

You will retire from the services of the organization on attaining the age of 60 years, or before
in case of physical/mental illness/disablement that may result into lowering your efficiency
during the course of your employment. Any extension may, however, be given at the sole
discretion of the management for such a period of the management may deem fit and proper
and no representation in this behalf shall be entertained. Your Date of Birth is recorded in the
company as per the proof provided by you is 13 Jun,1999 .

13. TERMINATION OF SERVICES

You services can be terminated by giving a mandatory three (3) months notice period, subject
to any other service conditions executed by you. Payment in lieu of the same may be
considered on a case to case basis, depending upon or on business exigencies. Any kind of

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 leave/absence shall not be counted or considered during the notice period and no leave can be
adjusted against the notice period unless the same is approved in writing by the undersigned
or the competant authority. The balance leave days could be subject to encashment as per the
prevailing rules of the company.

If the company terminates your employment and wishes you to leave the company before
completion of notice period, the base salary for the balance period will be paid to you by the
company. If at your request, the company agrees to relieve you earlier, you will be liable to
pay the company the base salary for the balance of the notice period.

On tendering your resignation, company may elect to relieve you any time during this
stipulated time without any additional compensation for the balance of the period not served.
The termination of the service due to integrity reasons will be done without serving any notice
period and shall not entertain settlements of any kind of payments or dues by the company.

On resignation you are expected to serve your full notice period, and any payment in lieu of the
same can be considered only at the discretion of the management. Also in the case where
employee leaves the services of the company before completion of one year service from the
date of joining, the amount paid to the employee towards notice pay paid to his previous
employer as well as relocation expenses and joining bonus (if applicable) will be recovered in
full from employee.

In case of employee absconding from service, the management retains the right to initiate legal
action as may be deemed appropriate.

Noncompliance with the ethical guidelines outlined in the Danfoss Ethics Handbook
(http://portal.danfoss.net/local/apac/India/Pages/default.aspx) will also result in termination of
your employment.

OTHER TERMS AND CONDITIONS:

i. You will keep us informed of any change in your temporary or permanent address or your
civil status.

ii. You will submit to us copy of all original certificates pertaining to your age, qualifications
and previous employment at the time of joining, as also a relieving letter from your previous
employment on the date of joining of the company.

iii. You will be responsible for the safe keeping and return of all property such as instruments,
books, documents, floppies, CDs, Pen Drives, equipment etc. which may be in your custody,
use, care or charge. The Management has the right to deduct the money value of all such
things from your dues and take such other action as deemed appropriate, in the event of your
failure to account for such item of property, satisfactorily.

iv. You will abide by the rules and regulations and observe the norms prevailing in the company
from time to time.

v. You will be reimbursed for all approved expenses actually and properly incurred by you in
the course of the legitimate business of the Company, in accordance with the rules and

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 regulations of the Company prevailing from time to time.

Please sign the duplicate copy of this letter as a token of your acceptance of the terms and
conditions as contained herein. Upon acceptance of this letter, the terms mentioned here shall
supersede all pervious verbal or written agreement or commitments relating to the terms and
conditions of your employment.

Please note that this offer of appointment stands revoked if you do not join on or before 12
Sep,2022.

Also note that all terms and conditions of your service mentioned herein can be superseded by any
policy changes as may be made applicable to your respective cadre from time to time

We congratulate you on your appointment and wish you a long and successful career with us. We
are confident that your contribution will take us further in our journey.

Yours Truly,

For and on behalf of

Danfoss Industries Pvt. Ltd

Laisa Jinan

Regional Head of HR, India

__________________________________________________________

I have read and understood and agree to the terms and conditions mentioned in above and accept
the same.

Date: _________________________

Place:_________________________

Full Name: Gangu Kartheek Signature: ______________

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 ANNEXURE-A
Name : Gangu Kartheek
Title : Software Engineer
Band : 4
Division / Department : DDS-D / Fieldbus Software Engineering IN India
Location : Chennai

Salary Component Annual Amount (Rs)

A) Base Pay
Basic Pay 535,127.00
Flexi Pay 535,127.00
Total (A) 1,070,254.00
B) Benefits
Gratuity 25,740.00
Employer PF Contribution 64,215.00
Total (B) 89,955.00
C) Performance Reward
STI 142,344.00
Total (C) 142,344.00
Total Gross CTC ( A + B + C ) 1,302,553.00

OTHER ENTITLEMENTS/BENEFITS:

1. You will be entitled to travel expenses as per the norms of the Company, applicable to you.

2. You will be reimbursed the expenses for relocation of self and family, in the event of your
being transferred, as per the rules of the Company.

3. In the event of your travel abroad, applicable insurance for the said travel will be borne by
the Company.

4. Medical Insurance will be covered up to 5Lakhs for Self, Spouse and kids.

5. You will be entitled to Group Term life Insurance equal to 5 times of Base Pay & Group
Personal Accident equal to 30 times of monthly gross salary.

6. You will be entitled to Privilege Leave of 30 days per annum and Casual Leave of 7 days
per annum. These types of leave will be governed by the rules of the organization applicable
to you, and as in force, from time to time. This leave entitlement will be applicable only while
working in India.

7. Leave encashment as per rules of the organization

8. Subsidized breakfast and lunch will be available at Oragadam campus, INR 550/-
deduction per month towards canteen facility will be done in the monthly payroll.

9. Office transport facility will be available from Oragadam campus to different parts of the
city, INR 1600/- ( For Band 6 & below ) and INR 6000/- ( For Band 7 & above) will be

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 deducted per month based on your option to avail the facility.

10. Retirement Schemes- Danfoss India will contribute 12% of basic to the provident fund.
You will also be eligible for gratuity as per the rules and regulations of the Gratuity Act. In
addition, Danfoss subscribes to Superannuation Scheme under LIC. You have the option of
participating in this scheme as per the guidelines mentioned in the Superannuation Policy.

11. STI - Short Term Incentive (STI): Your target percentage is 13.3% on total accumulated
Base pay - Jan’22 - Dec’22. Payment of target STI is not guaranteed and is contingent on
organizational, team and individual results Payment of STI is granted providing the employee
is in service during the month of April’23.

Annexure-A (Flexi Pay*(1a))

The compensation herein above can be varied by the employee according flexi compensation
structure of the company. The following option can be used to split the flexi structure as per
cafeteria approach.

House Rent Allowance

(40 or 50% on basic based on location)
Professional Development
Children Education Allowance
Leave Travel Allowance
Telephone Reimbursement
Car - Fuel & Maintenance
Driver Salary
Superannuation
Special Allowance

Note: Your compensation above is subject to income tax deduction per rules and guidelines
prescribed under the prevailing tax laws. Please visit our internal payroll system for more details at
Danfoss India Portal.

Yours Truly,

For and on behalf of

Danfoss Industries Pvt. Ltd

Laisa Jinan
Regional Head of HR, India

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 Annexure - B
EMPLOYEE CONFIDENTIALITY & NON DISCLOSURE AGREEMENT

In consideration of my employment or engagement in Chennai by Danfoss Industries Pvt. Ltd., a

company incorporated under the (Indian) Companies Act, 1956, having its corporate office at Plot No.
A - 19/2, Sipcot industrial Growth Centre, Oragadam Village, Sriperumbudur Taluk, Kancheepuram District, Sriperumbudur -
602 105("the Company"), the compensation, salary, wages and/or other benefits paid or provided to
me in connection with such employment or engagement, and for other good and valuable
consideration, I covenant and agree for the benefit of the Company as follows:

1. Definitions:

a) The term "Company", as used herein, means not only Danfoss Industries Pvt. Ltd., but
also any Indian or foreign company or entity which, directly or indirectly, controls or is
controlled by Danfoss Industries Pvt. Ltd.

b) The term "Confidential Information", as used herein, means all information or

material not generally known by non-Company personnel which:

(i) gives the Company some competitive business advantage or the disclosure of
which could be detrimental to the interests of the Company;

(ii) is owned by the Company or in which the Company has an interest (including
information conceived, originated, discovered or developed in whole or in part by me);
and

(iii) is either (a) marked "Confidential Information", "Proprietary Information" or

other similar marking, (b) known by me to be considered confidential and proprietary
by the Company, or (c) from all the relevant circumstances should reasonably be
assumed by me to be confidential and proprietary to the Company.

Confidential Information includes, but is not limited to trade secrets, inventions,

drawings, file data, documentation, diagrams, specifications, know how, processes,
formulas, models, flow charts, software in various stages of development, source
codes, object codes, research and development procedures, test results, marketing
techniques and materials and employee files, whether or not available in a tangible
medium of expression. Confidential Information also includes any information
described above which the Company obtains from another party and which the
Company treats as proprietary or designates as Confidential Information, whether or
not owned or developed by the Company.

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 c) The term "Inventions", as used herein, means ideas, designs, concepts, techniques,
inventions and discoveries, whether or not patentable or protectable by copyright and
whether or not reduced to practice, including but not limited to inventions which are unique
to the business, devices, processes, drawings, works of authorship, computer programs,
methods and formulas together with any improvements thereon or thereto, derivative works
there from and know-how related thereto.

2. Promise of Non-Disclosure:

I recognize that during my employment or engagement by the Company (hereinafter

"employment") I may receive, develop or otherwise acquire certain Confidential Information.
All Confidential Information which I may now possess, may obtain during or after the term of
my employment or may create prior to the end of my term of employment will be held
confidential by me, and I will not (nor will I assist any other person to do so) directly or
indirectly reveal, report, publish or disclose such Confidential Information to any person-firm
or company not expressly authorized by the Company to receive such Confidential
Information, or use (or assist any person to use)

such Confidential Information except for the benefit of the Company and in the course of my
employment with the Company. I understand that all Confidential Information is important
and unique and that it materially affects the Company's interest and goodwill and its
successful conduct of business.

3. Development of New Information:

Any Inventions in whole or in part conceived, made or reduced to practice by me (either

solely or in conjunction with others) during or after the term of my employment by the
Company which are made through the use of any of the Confidential Information or any of the
Company's equipment, facilities, supplies, trade secrets or time, or which relate to the
Company's business or the Company's research and development, or which result from any
work performed by me for the Company, including all world-wide patent rights and rights to
apply for patents, shall belong solely and exclusively to the Company, and shall be deemed
part of the Confidential Information for purposes of this Agreement, whether or not available
in a tangible medium of expression. Without limiting the foregoing, any such Inventions will
be deemed to be "works made for hire" or during employment with the Company and the
Company will automatically be deemed to be the sole and exclusive owner thereof, provided
that in the event and to the extent such works are determined not to constitute "works made
for hire" as a matter of law, I hereby irrevocably assign and transfer to the Company all right,
title and interest in and to any such Inventions, including but not limited to all related
patents, copyrights and all applications therefore and filings and notifications with respect
thereto. Such assignment and transfer includes, without limitation, the world-wide, fully
paid-up and exclusive rights to patents and to apply for patents on such Inventions, as well as
to use, publish, reproduce, copy, modify, improve, disassemble, translate, license, sub-
license, assign, manufacture, commercialize, whether directly or indirectly, such Inventions,
on any kind of media or support, whether tangible or intangible, and also lodge claims and
causes of action of any kind with respect to any of the foregoing, whether now known or
hereafter to become known. . For purposes of complying with the procedural and
administrative requirements in different jurisdictions, I agree and undertake to execute such
documents as may be necessary, including a "IP Rights Assignment Deed" as and when
required hereto, in order for the Company to apply for, prosecute, obtain, or enforce any

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 patent, copyright, design, or other right or protection relating to any Invention made by me.

4. Further Covenants:

a) I will keep and maintain adequate and current written records (in the company's
database/repository (Demat form) of notes, sketches, drawings or such other form(s) as may
be specified by the Company) of all Inventions made by me, which records will be available at
all times to the Company and will remain the sole property of the Company. I will promptly
and fully disclose in writing to the Director, Danfoss Power Electronics, Danfoss Industries
Pvt. Ltd. (i) any Invention made, conceived of or reduced to practice by me, either solely or in
conjunction with others, during the term of my employment, and (ii) any such Invention made,
conceived or reduced to practice after the term of my employment by the Company which
belongs exclusively to the Company pursuant to the provisions of Section 3 herein above.

b) I will assist the Company, at the Company's expense, either during or subsequent to my
employment by the Company, to obtain and enforce for its own benefit patents, copyrights
protection in any country for any and all Inventions made by me (in whole or in part) the rights
to which belong to or have been assigned to the Company pursuant to the provisions of Section
3 herein above. Upon request, I undertake to execute all applications, assignments,
instruments and papers and perform all acts as the Company or its counsel may deem
necessary or desirable to obtain, in any country, any patents, copyrights protection in such
Inventions and otherwise to protect the interests of the Company therein. In the event the
Company is unable to secure my signature on any document necessary to apply for, prosecute,
obtain, or enforce any patent, copyright, design or other right or protection relating to any
Invention, whether due to mental or physical incapacity or any other cause whatsoever, I
hereby irrevocably designate and appoint the Company and each of its duly authorized officers
and agents- (including the Director) as my agent and attorney-in-fact, to act for and in my
behalf and stead, in any country, to execute and file any such document and to do all other
lawfully permitted acts to further the prosecution, issuance, and enforcement of patents,
designs, copyrights, or other right or protections with the same force and effect as if executed
and delivered by me.

5. Prior Commitment:

I have no other agreements, relationships or commitments to any other person or entity which
conflict with my obligations to the Company under this Agreement.

6. Ownership and Return of Materials:

I agree that on the termination of my employment in any manner, I will immediately surrender
to the Company all demat form of notes, data, sketches, drawings, manuals, documents,
records, data bases, programs, blueprints, memoranda, specifications, technical reports,
equipment and all other physical forms of expression incorporating or containing any
Confidential Information, it being distinctly understood that all such writings, physical forms of
expression and other things are the exclusive property of the Company. I recognize that the
unauthorized taking of any of the Company's trade secrets is an illegal act under the Indian
Penal Code, 1908. I further recognize that such unauthorized taking of Company's trade
secrets could also result in civil liability under the appropriate Indian laws.

7. Non-interference and Non-competition:

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 In order to protect the Company's rights in and to the Confidential Information and to ensure
that no unfair advantage is taken of my knowledge of and access to the Confidential
Information, all of which has been developed at great cost and expense by the Company, I
agree that during the term of my employment, I shall not:

a) Directly or indirectly (i) solicit or encourage any employee of the Company or any consultant
to leave the employment of the Company, or

b) Commit any other act with the purpose or the effect of injuring the Company or its business.

Further, during the term of my employment by the Company, thereof for any reason
whatsoever, I will not engage myself in any capacity, directly or indirectly, or seek information
or other relationship with, or otherwise assist in any manner, any person, entity or company,
anywhere in the world, which competes or is engaged in a similar line of product activity as
that of the Company.

8. Non-competition restraints independent and reasonable:

I acknowledge that each of the prohibitions and restrictions contained in the provisions of
clause 7 above:

a) must be read and construed and will have effect as a separate, severable and independent
prohibition or restriction and will be enforceable accordingly; and

b) is reasonable as to period, territorial limitation and subject matter; and

It is the intention of the parties that all combinations of such prohibitions and restrictions will
apply and be enforceable.

9. Acknowledgements:

I acknowledge to the Company that:

a) I stand to benefit materially from my employment or engagement with the Company;

b) significant sums of money have been or will be expended by the Company in training me and
to foster development of my skills, expertise and competence;

c) the interests of the Company would be harmed to a significant degree if I were to engage
myself in any capacity, directly or indirectly, or seek employment or engagement with any
person, entity or company which competes or is engaged in a similar line of product activity as
that of the Company acting in similar line of product activity as of the Company;

d) monetary damages would be an inadequate remedy for the Company for the breach by the
prohibitions and restrictions given by them in this clause; and

e) the Company is entitled to seek an injunction from a court of competent jurisdiction on a

breach or threatened breach of this clause independent of indemnifying the Company against
any losses, damages, costs and expenses, which may be incurred by it and which result from or
arise out of any such breach or threatened breach of the prohibitions and restrictions

If any court determines that any of the Restrictive Covenants or any part thereof, is invalid or

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 unenforceable, the remainder of the Restrictive Covenants will not thereby be affected and will
be given full effect without regard to the invalid portions.

10. Effect of Termination:

To the fullest extent permitted by law, the provisions of Sections 2, 3, 4, 6, 8 and 9 of this
Agreement (the "Restrictive Covenants") will be binding during my employment by the
Company and at all times thereafter, regardless of the circumstances or reasons for
termination of my employment.

11. Entire Agreement:

This Agreement shall be read along and treated to be a part of your employment terms and
conditions, issued to me and may be modified only by a written instrument duly executed by
the Company and me.

12. Assignment:

The Company may assign all rights hereunder to any company, partnership or other entity as it
may deem appropriate.

13. Waiver:

The failure of the Company at any time to enforce performance by me of any provision of this
Agreement will in no way affect the Company's right thereafter to enforce the same, nor will
the waiver of the Company of any breach of any provision hereof be held to be a waiver of any
other breach of the same or other provision.

14. Governing Law:

This Agreement will be governed and construed in accordance with the laws of India, as
applied to contracts executed and performed entirely in India. Any suit arising out of or in
connection with this Agreement, whether brought in contract, in tort (including negligence), on
any statutory basis or under any other theory of law, shall be brought in Chennai, the parties
hereto hereby waiving any claim or defense that such forum is not convenient or proper. The
parties hereto hereby consent to the personal jurisdiction of the courts in Chennai.

15. Confidentiality:

During your employment and after termination of the same, you are bound to observe
full confidentiality concerning all company and corporate matters relating to Danfoss that were
disclosed to you as part of job and which, due to the nature of matter, should not be revealed to
a third party. When you leave your position, irrespective of what caused you to do so, all
materials belonging to the company or the group must be returned the company. This also
applies to all copies of such materials. You cannot execute any right to retain the material for
claim that you may hold against the company.

16. Knowhow, copyright and inventions:

(a) The employee shall transfer to Danfoss, completely, irrevocably and on an exclusive basis, all
intellectual property rights that the employee creates in the employment term if either i) the

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invention falls within the scope of the activities of the Danfoss Group; or ii) the intellectual property
rights were created in relation to a specific task assigned to the employee by the employer. Transfer
applies without restriction of any kind, and Danfoss shall be entitled to fully or partially reassign the
transferred intellectual property rights.

(b) Any invention created by the employee must immediately be reported to the employer. The
employee must, upon the employer’s written request, assign all rights to any such invention to the
employer. For the purpose of this clause `invention´ shall mean intellectual property rights which
are patentable or registerable as utility models.

(c) Upon assignment of an invention to the employer, the employee shall be entitled to a reasonable
remuneration according to the current Danfoss Corporate IPR Standard No. 500B0539.

(d) The above (b) and (c) shall also apply to inventions created by the employee during a period of
six months after termination of the employment..

17. Internal guidelines:

You are under an obligation to make yourself familiar with, and comply with, the guidelines
defined by Danfoss. Specifically, you should refer to the “Danfoss Ethics Handbook”, “Code of
Conduct for the use of IT systems” and rules defining the use of emails, the internet, and social
media network. Please refer to the Danfoss intranet. .

OUR ETHICAL GUIDELINES

As an employee of the Company, you shall always comply with the guidelines in Danfoss' Ethics
Handbook, a copy of which shall be separately provided to you. You understand clearly that any
conduct which is not compliant to the said Ethics shall be treated gross violation of the terms of your
contract with the Company.

In particular you shall inter- alia comply with the following

1. CONFIDENTIALTY

1a. You understand and agree that the Company is engaged in a highly competitive
business; that the Company has invested considerable resources of its time and money in
developing its products, services, supply sources, vendors, goodwill, clients, techniques,
client lists, manuals, software, drawings, designs, technical data tools, records, documents,
and other trade secrets and confidential information; that the success of the Company
depends, among other things, Upon maintaining strict secrecy of the Confidential
Information and that upon and during your Employment the Company has provided and will
provide you access to and valuable knowledge. Regarding the Company's trade secrets and
confidential information, and that the Company's willingness to employ you and to provide
you access to its trade secrets and confidential information is strictly conditioned upon:

(i) the protection of the Company's trade secrets and confidential information for the
Company's sole and exclusive benefit,

(ii) the protection of the Company against your use for the benefit of any competitor of the
valuable skills you will acquire, develop and/or refine by virtue of employment with the
Company under this Agreement

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 You will not at any time, without the consent of the Appointing Authority, disclose or
divulge or make public except on legal obligation any information about the Company's
business and affairs or secrets whether the same may be confided to you or become known
to you in the course of your services with the Company or otherwise, to any other individual
or Institution or any customer, while in the services of the Company or even after you leave
the services.

2b. You shall not, without the prior written consent of the Company (which may be given or
withheld at the absolute discretion of the Company), whether directly or indirectly, publish
any opinion, fact or material or deliver any lecture or address or communicate with any
representation of the media or at any public forum any Confidential Information.

3c. You acknowledge and agree that in the event of any breach of any covenant or promise
set forth herein, the Company shall be entitled to seek judicial remedies for the redress of
such breach, including, without limitation, the right to seek injunctive relief.

The term "Confidential Information" as used in this Agreement shall mean and include
any information, manufacturing process, data, drawings, designs and know-how, marketing
strategy, customer database, vendor details, client lists, manuals, records, documents
relating to the business of the Company or that of any parent, subsidiary or affiliate of the
Company (Group Company) that is disclosed to an employee by the Company or known by
an employee as a result of his/her employment with the Company and not generally within
the public domain (whether constituting a trade secret or not).

2. INTELLECTUAL PROPERTY RIGHTS

(a) The employee shall transfer to Danfoss completely, irrevocably and on an exclusive basis
all intellectual property rights that the employee creates in the employment term if either i)
the invention falls within the scope of the activities of the Danfoss Group; or ii) the
intellectual property rights were created in relation to a specific task assigned to the
employee by the employer. Transfer applies without restriction of any kind, and Danfoss
shall be entitled to fully or partially reassign the transferred intellectual property rights.

(b) Any invention created by the employee must immediately be reported to the employer.
The employee must upon the employer's written request assign all rights to such invention
to the employer. For the purpose of this clause (2) invention shall mean intellectual
property rights which are patentable or registrable as utility models.

(c) Upon assignment of an invention to the employer the employee shall be entitled to a
reasonable remuneration according to the current Danfoss Corporate IPR Standard No.
500B0539.

(d) The above (b) and (c) shall also apply to inventions created by the employee during a
period of six months after termination of the employment.

3. NON-SOLICITATION & NON-COMPETITION

1a. In consideration of your rights under this Agreement, you shall not, during the course of
employment under this agreement whether directly or indirectly and whether on your own
account or otherwise : (i) canvass, solicit or entice away the Company's business from any
of the customers or vendors of the Company; or (ii) induce or seek to induce any employee

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 of the Company to leave his employment with the Company; or (iii) offer employment or an
engagement to any employee of the Company or any Group Company.

2b. You shall not, during the course of your employment and during the mandatory notice
period of three (3) months, subject however to the full and proper handing over charge of
obligations and assets, whether directly or indirectly and whether on your own account or
otherwise, be employed, engaged, concerned or interested in any trade, occupation or
business which is the same or similar to, or which, in the opinion of the Company, is in
competition with or is likely to be in competition with the Company or any Group Company
in any geographic area in which the Company or such Group company actively engages in
or intends to engage in.

4. GENERAL CONDUCT

You shall abide by all employees related rules, regulations and policies as may be in force
from time to time. Details of the general rules of the Company and the provisions relating to
other benefits are contained in the employment contract which shall be provided to you..

You shall follow the guidelines as per the Company's Code of Conduct, including but not
limited to:

(i) All official procedures of the Company

(ii) Immediately inform your superiors of any risks known to you,

(iii) Not accept any monetary/non-monetary gift, reward, payment or benefit from any
supplier or customer of the Company,

(iv) Not make any offer or grant any payment or benefit to any person or organization in
exchange for obtaining any contract or orders,

(v) Not hold any personal interest in any supplier or a competing business with any person,

(vi) Comply with the confidentiality covenants contained herein,

(vii) Avoid any behaviour or action which harms or may harm the integrity or interests of
the Company,

(viii) In case of possession of price-sensitive information, such information may only be used
in the proper execution of your assignment and duties.

(ix) Act independently, professionally and honestly with all external business contacts.

(x) Avoid conflict of interest, entangling professional and personal interests, or any
appearance of such entanglement,

(xi) Not enter into private transactions with suppliers and other business contacts of the
Company (such as brokers) and not enter into transactions for and on behalf of the Company
on terms and conditions other than those used by the Company in the normal course of
business,you shall obey the lawful and reasonable orders of your superiors and discharge
your duties entrusted to you loyally, honestly and diligently, you shall work in cooperation

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 and coordination with other employees so as to facilitate an efficient workflow or have
concealed or suppressed any relevant material facts, your services are liable to be
terminated any time, without any notice or compensation in lieu thereof.

5. EQUAL EMPLOYMENT OPPORTUNITIES

The company and its policies actively promote the principles and practices of equal
opportunity in the workplace. Discrimination of any form is viewed seriously.

6. As a general rule all employees of the Company are forbidden from receiving gifts in any
form, either monetary or in kind or interests from outside parties having interest in or
doing business with the Company without the prior written approval of the Country
President.

7. You must not use your position in the Company for private gain for yourself or for
persons with whom you have personal, business, or financial relations or ties. As a
representative of the Company, you must avoid actions that could reasonably be expected
to adversely affect, or to give the appearance of adversely affecting, the independence and
objectivity of your judgment, interfere with the timely and effective performance of your
duties and responsibilities, or bring discredit to the Company.

8. You are not authorized to issue any certificate to any employee, customer or supplier of
the company without having prior written permission from the management in this regard.

9. You shall be responsible for safe keeping and return in good condition and order, all
company property entrusted in your care and charge. The company reserves the right to
deduct the money value of such articles or take such action as may be deemed proper, in
event of failure to account for such property to its satisfaction.

Above condition/s have been explained to you; and after seeking appropriate advice you
have confirmed your understanding of the same in clear terms. You acknowledge the above
conditions as absolutely reasonable in scope, time and absolutely necessary for the
protection of the Company's legitimate interests, and agree that the knowledge of
Company's Confidential Information and trade secrets to which you will gain access
constitute a good, sufficient and adequate consideration for the same. Any breach of the
above shall be considered as a material breach of contract and Danfoss India or its Group
Company reserves the right to take appropriate legal action for remedy of the same.

I agree to the above terms and acknowledge receipt of a copy of this agreement.

Date: _________________________________________________

Signature: _________________________________________________

Mailing Address: _________________________________________________

_________________________________________________

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