EMPLOYEE NON-COMPETE AND NON-DISCLOSURE AGREEMENT

							           EMPLOOYEE NON-COMPETE AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT made on the ___________ day of _____________ month in the year
_________ by and between {COMPANY NAME}, a company incorporated under the
Companies Act, 1956 and having its registered office at {COMPANY REGISTERED OFFICE
ADDRESS}, represented by its Director Mr. {DIRECTOR’S NAME} aged about {DIRECTOR’S
AGE} years residing at {DIRECTOR’S ADDRESS} hereinafter referred to as “{COMPANY
FIRST NAME}” (which expression shall unless excluded by or repugnant to the subject or
context be deemed to include its successors and assigns) of the ONE PART:
AND___________________________________, S/o .
_______________________________ aged about______ years residing at
_________________ ____________________________________________________
hereinafter called the "RECIPIENT" (which expression shall unless excluded by or
repugnant to the subject or context be deemed to include his/her heirs, executors,
administrators, representatives and permitted assigns) of the OTHER PART.
WHEREAS “{COMPANY FIRST NAME}” has been incorporated to carry on businesses in
the areas of channel management, technology consulting and allied areas.
AND WHEREAS the RECIPIENT is employed as _ in “{COMPANY FIRST NAME}”.AND
WHEREAS for achieving its objectives, it is essential for “{COMPANY FIRST NAME}” that
any information related to it’s business or in any way concerning it, be treated as
proprietary and kept strictly confidential by any party to whom such information is
disclosed or made known.
AND WHEREAS “{COMPANY FIRST NAME}” has employed the RECIPIENT as
_________________________ and in contemplation of such relationship, “{COMPANY
FIRST NAME}” expects to disclose certain confidential trade, business and scientific
information to the RECIPIENT which “{COMPANY FIRST NAME}” considers proprietary.

AND WHEREAS “{COMPANY FIRST NAME}” requires that the RECIPIENT shall enter into a
Non-Disclosure Agreement with “{COMPANY FIRST NAME}” prior to commencement of
employment by the RECIPIENT as “{COMPANY FIRST NAME}” shall be disclosing certain
confidential trade, business, technical, scientific and other information to it, which
“{COMPANY FIRST NAME}” considers proprietary.

AND WHEREAS the RECIPIENT acknowledges that such confidential information is
valuable and agrees that the same shall be kept confidential and non-circumvented by it
/ him.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

Article 1. Confidential Information
The term "Confidential Information" shall mean all information (including but not
limited to graphic material, specifications and other technical and business information
and strategies) received by the RECIPIENT under the terms and conditions of this
         Agreement whether or not identified either in writing or orally as "Confidential" at the
         time of its disclosure.

         Article 2. Use of Confidential Information
2.1.         The RECIPIENT shall hold in trust and confidence for “{COMPANY FIRST NAME}” all
         Confidential Information of “{COMPANY FIRST NAME}” and agrees not to disclose such
         information to any third party anywhere in the world or use such information for any
         purpose other than that for which such information has been disclosed to the RECIPIENT
         by “{COMPANY FIRST NAME}” for a period of at least Five (5) years following the
         disclosure thereof. The RECIPIENT shall not make any copies of such Confidential
         Information of “{COMPANY FIRST NAME}”.

2.2              The RECIPIENT agrees that all Confidential Information disclosed by “{COMPANY
         FIRST NAME}” shall remain the property of “{COMPANY FIRST NAME}” and shall not be
         disclosed by the RECIPIENT.

2.3              The RECIPIENT will not make any other use of the Confidential Information
         anywhere in the world except as expressly authorized by this Agreement or
         subsequently authorized in writing by “{COMPANY FIRST NAME}”.
2.4.             The RECIPIENT agrees to safeguard the disclosed Confidential Information by
         using reasonable efforts, consistent with those used in the protection of its own
         confidential / proprietary information of a similar nature, to prevent its disclosure to
         others.
2.4              It is agreed and understood between the parties that all the rights to the trade
         mark, copy right, patents, design and know- how (herein after referred to as IPR) are
         and shall remain the exclusive property of the “{COMPANY FIRST NAME}”.

          Article 3. Non-Competition
      3.1     Any Confidential Information coming to the knowledge of the RECIPIENT or by virtue
          of his employment or course of his employment in “{COMPANY FIRST NAME}” is strictly
          confidential and the RECIPIENT shall not directly or indirectly associate himself with
          third party to compete in any way anywhere in the world, with the entire range of
          business, concepts, products, services and intellectual properties of “{COMPANY FIRST
          NAME}” or its clients.
      3.2     The RECIPIENT agrees not to copy or reverse engineer, or attempt to derive the
          composition or underlying information of such proprietary information.

         Article 4. Non-Circumvention
         The RECIPIENT further and irrevocably agrees not to circumvent, avoid, by pass or
         obviate “{COMPANY FIRST NAME}”, directly or indirectly, anywhere in the world and
         avoid payment of commission and sharing of profits, fees in any transaction, with any
         candidate, corporation, partnership or individual or introduced individual, in connection
         with any transaction, project, addition or re-negotiation, renewal, extension, rollover,
       amendments, new contracts or agreements, parallel or collateral contracts or
       agreements or third party agreements in any manner whatsoever.

       Article 5. Measures to Prevent Disclosure
5.1            The RECIPIENT shall take all necessary measures to prevent any disclosure of the
       Confidential Information.
5.2.           The RECIPIENT warrants and represents that it shall hold the Confidential
       Information securely and, that it shall not disclose any Confidential Information to any
       third party anywhere in the world.
5.3.         The RECIPIENT shall maintain adequate facilities and procedures to prevent the
       loss of any confidential documents, information or work products. In the event of any
       loss the RECIPIENT shall notify “{COMPANY FIRST NAME}” immediately.
5.4            The RECIPIENT shall under no circumstance, disclose Confidential information to
       contractors, subcontractors, agents or any other third party without first obtaining
       written consent from “{COMPANY FIRST NAME}” or its duly authorized representative,
       except in case of it’s authorised employees.
5.4.           The RECIPIENT shall return to “{COMPANY FIRST NAME}” all Confidential
       Information of “{COMPANY FIRST NAME}” including all copies, translations, conversions,
       modifications and derivations thereof, upon completion of the need for the same or on
       expiry or termination of the arrangements between the parties. If such information is
       needed to be retained for a longer period, the RECIPIENT must obtain a specific and
       prior time extension in writing from “{COMPANY FIRST NAME}”.

       Article 6. Possession of material for execution of duties
       The RECIPIENT may be provided equipment by “{COMPANY FIRST NAME}” such as
       mobile telephone, laptop, Personal Computer to execute his job effectively. These
       equipment may be the property of “{COMPANY FIRST NAME}” or client/s of “{COMPANY
       FIRST NAME}”. In the event of the severance of the employment the RECIPIENT shall
       return the said material in his position, immediately.

       Article 7. Entire Agreement
       This Agreement constitutes the sole and entire agreement between the parties relating
       to the subject matter and supersedes all prior agreements or understandings, expressed
       or implied, between the parties hereto.

       Article 8. Exceptions
       “{COMPANY FIRST NAME}” agrees that the foregoing obligations shall not apply with
       respect to information that
(i)        It was in the possession of the RECIPIENT or known by him/her prior to receipt from
       the “{COMPANY FIRST NAME}”, or It was rightfully disclosed to the RECIPIENT by
       another person without restriction, or
(ii)       it was independently developed by the RECIPIENT without access to such Proprietary
       Information, or
   (iii)       it is required to be disclosed pursuant to any statutory or regulatory authority or
           court order, provided the RECIPIENT has given the “{COMPANY FIRST NAME}” prompt
           notice of such requirement and the opportunity to contest it.
   (iv)        The “{COMPANY FIRST NAME}” agrees that under any circumstances, the foregoing
           obligations shall not be applicable after expiry of five (5) years from the date of
           disclosure of such proprietary information provided by “{COMPANY FIRST NAME}” to
           RECIPIENT

           Article 9. Effective Date
           This Agreement shall become effective on its execution with immediate effect.

           Article 10. Modification
           No modification or amendment of any of the provisions of this Agreement shall be
           binding unless it is in writing and mutually agreed.

           Article 11. Applicable Law
           This Agreement shall be governed according to the substantive laws in India.

           Articles 12. Jurisdiction
           The Courts at Bangalore shall have exclusive jurisdiction.

           Article 13. Enforcement
     13.1. The RECIPIENT acknowledges that any breach or threatened breach of this Agreement
           shall cause “{COMPANY FIRST NAME}” irreparable harm and “{COMPANY FIRST NAME}”
           shall be entitled to take action / institute proceedings in any jurisdiction in the world
           with any authorities against the RECIPIENT and to enforce any damages, claim etc., that
           “{COMPANY FIRST NAME}” may have against the RECIPIENT.

     13.2. Without limitation to “{COMPANY FIRST NAME}”’s rights set forth above, any dispute
           arising out of or in connection with this Agreement which cannot be resolved by the
           parties acting in good faith, shall be finally settled and determined, by arbitration in
           accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration
           shall be Bangalore only.

IN WITNESS WHEREOF the parties hereto have, themselves or through their duly authorized
representatives, set and subscribed their respective hands the day, month and
year first above written. SIGNED AND DELIVERED for and on behalf of “{COMPANY FIRST NAME}”
India Pvt. Ltd., duly represented by its Director “DIRECTOR’S NAME:
SIGNED AND DELIVERED by the RECIPIENT
BETWEEN “{COMPANY FIRST NAME}” INDIA PVT. LTD.&
______________________________________________________________________
( Name & Signature )