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2nd Floor, Tower B

Mayfair corporate Park


Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

EMPLOYEE NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT


This Agreement (Agreement) is between Collabera Technologies Pvt. Ltd., (the Company) and
__________________________ (Employee), made this ______ day of __________ 20___.
WHEREAS, as part of Employee's job responsibilities as __________________, Employee will be providing
services to various customers of the Company on the Companys behalf and shall work at any Company office
or offices assigned to him or her;
WHEREAS, the parties hereto acknowledge and agree that the Company is in possession of "Confidential
Information" as that term is defined herein, and that the Company has invested substantial money and effort to
create, develop, and acquire Confidential Information, and that same is proprietary to and constitutes valuable
property of the Company;
WHEREAS, in connection with his employment by the Company, Employee holds or will hold a position
of trust and confidence and has or will have access to Confidential Information of Company;
WHEREAS, the Company desires to protect its Confidential Information from unauthorized disclosure
to and/or use by others;
WHEREAS, the Company has invested substantial money and effort to develop client relationships and
relationships with its employees, which the Company desires to protect; and
WHEREAS, the parties acknowledge and agree that the Company is unwilling to employ or to continue
to employ the Employee unless Employee agrees to be bound by the restrictive covenants and agreements
hereinafter set forth and that said agreement constitutes a material portion of the consideration for said
employment.
NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings hereinafter
set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby mutually covenant and agree as follows:
1.

Non-Disclosure of Confidential Information.

(a) Confidential Information. "Confidential Information" means any and all Company proprietary
information and materials (regardless of media) disclosed or made available to Employee or known by
Employee as a direct or indirect consequence of or through employment by the Company whether before or
after the date of this Agreement, including, but not limited to, technical information including methods,
processes, formulae, compositions, systems, techniques, inventions, machines, computer programs,
information related to the Companys products, services, information relating to the research and
development, and business information including customer lists, customer confidential information, pricing
data, sources of supply, financial data and purchasing, accounting, production, sales activities or
merchandising systems or plans. By way of example, but not limitation, the following constitutes Confidential
Information of the Company:
(i) Any of the names, addresses, telephone numbers and/or requirements or conditions of any of
the customers of the Company who were or are customers of the Company either prior to or
during the employment of Employee by the Company and which names, addresses, telephone
numbers and/or requirements or conditions became or become known to Employee in any
manner either during the term of his or her employment with the Company or after the term of
____________________________________________________________________________________________________________________________________________
Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

2nd Floor, Tower B


Mayfair corporate Park
Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

his or her employment or after his or her term of employment;


(ii) Any writings, photographs, drawings, blueprints, reproductions, software or other materials of
any kind, including materials created using other Confidential Information, belonging to the
Company;
(iii) Any confidential business methods, practices, operations, marketing strategies, or plans of the
Company;
(iv) Any financial information, profit margins, discounts, rebates, or pricing information of the
Company; or
(v) Any credit policies, credit procedures, payment policies, or payment procedures and systems
of the Company or for any client or supplier of the Company.
Confidential Information shall not include information that:
(i)

Is known to Employee at the time of its disclosure to Employee from third parties without any
confidentiality obligations to the Company;

(ii)

Is or becomes publicly known through no wrongful act of Employee or any third party; or

(iii)

Is approved for disclosure by the Company.

(b) Prohibition on Disclosure. As to all Confidential Information as defined in section 1(a) herein, Employee
shall treat such information as confidential and shall not, during the period of Employees employment by the
Company or thereafter, directly or indirectly use, disseminate, disclose, publish, or otherwise make available any
such Confidential Information or any portion thereof to any entity or person, including future employers, other
than an employee of the Company with the need to know such information or as otherwise directed by the
Company. The obligations set forth in this Section 1 shall survive the termination of Employees employment by
the Company and shall continue without limitation as to time.
(c) Fiduciary Nature of Information Held by Employee. Employee agrees to hold Confidential Information in a
special capacity based on trust and confidence ("fiduciary" capacity) for the benefit of the Company, and to
disclose fully to the Company immediately upon origination or acquisition thereof, any revisions or additions to
the Companys Confidential Information.

(d)

Return of Confidential Information and Company Property. Upon Employees termination of employment
with the Company, Employee shall promptly return to the Company all documents, and property of the
Company , including but not necessarily limited to drawings, blueprints, reports, records, notebooks,
manuals, correspondence, customer lists, computer programs and other tangible embodiments of
Confidential Information and other materials constituting Confidential Information or other property of
the Company (regardless of the media in which such Confidential Information or Company property is
stored), including copies thereof, then in the Employees possession, whether prepared by Employee or
by others. The employee shall not retain copies, notes or abstracts of the foregoing. If at any time after
the termination of Employees employment any additional Confidential Information or other Company
property is discovered in Employees possession or control, Employee shall immediately return to the
Company all such Confidential Information or other Company
(i) Property, including all copies and portions thereof, failing which Company will be forced to take
____________________________________________________________________________________________________________________________________________

Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

2nd Floor, Tower B


Mayfair corporate Park
Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

appropriate legal action against the concerned employee


(ii) The Company may notify any future or prospective employer or third party of the existence of
this against any and all claims, costs and / or damages incurred on account of any breach by the
employee of the terms hereof.
2.

Restrictive Covenant.
(a)

(b)

For the duration of Employees employment with the Company, Employee agrees
not to:
i.

Carry originals / reproductions of any official documents, either in soft copy or hard
copy or both, at the time of leaving the Companys premises, without obtaining a
written permission from the management or any of its authorized officers.

ii.

engage in any other employment, occupation or consulting activity for any direct or
indirect remuneration without the express written consent of the Company;

iii.

directly or indirectly compete with the business of the Company in any manner
and in any geographical location; or

iv.

Engage in any aspect of the business carried on by the Company except as an


employee of Company.

v.

Canvass, solicit, interfere with or entice away person, who shall at any time during the
continuance of the Employees employment have been in the employment and / or
having business relations with the Company
For a period of two years immediately following the effective date of the termination of
Employees employment for any reason (including his or her resignation), Employee shall
not, either directly or indirectly (whether as a sole proprietor, partner, venturer,
stockholder, director, officer, employee, consultant, agent, or in any other capacity):

(i) solicit any business from, attempt to sell goods or services to, or render any service to,
any person or entity that was a customer or prospective customer of the Company at any
time during the two-year period immediately preceding the effective date of Employees
termination of employment with the Company;
(ii) solicit or attempt to influence any customer of the Company to alter or terminate its
business relationship with the Company;
(iii) solicit for employment or employ any person employed by or who has a business
relationship with the Company; or
(iv) Attempt to influence any person from terminating his or her employment or business
relationship with the Company.
(c)

For purposes of this agreement, a customer of the Company shall include, but not be
limited to, any person or entity to which Employee and/or the company sold any goods,
provided any service, or agreed to sell any goods or provide any service. For purposes of
this Agreement, a prospective customer of the Company shall include, but not be limited

____________________________________________________________________________________________________________________________________________
Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

2nd Floor, Tower B


Mayfair corporate Park
Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

to, any person or entity which Employee and/or the Company solicited for the purpose of
selling any goods or services or identified as a targeted custome
3. Intellectual Property Rights. Employee covenants and agrees that the Company shall own the exclusive
rights to all work product which Employee may conceive, create, design, discover, develop, or improve, either
solely or jointly with any other person or persons, in the course of his or her employment by the Company (the
"Work Product"). The Work Product shall include, but not be limited to, all materials, visual works, ideas,
programs, processes, articles, products, goods, data , inventions, working drawings, statistics, formula,
specifications and devices which are protectable by copyright, trade secret, trademark and/or patent law
(Intellectual Property) and were conceived, created, designed, discovered, developed, and/or improved by
Employee.
Employee hereby assigns to the Company all right, title and interest in and to such Work Product, including but
not limited to all Intellectual Property rights, and agrees to take such actions and execute such documents as
may be required to evidence the Company's ownership of the Intellectual Property rights in the Work Product
and to permit the Company to register its Intellectual Property rights in such Work Product. For purposes of this
Agreement, Work Product shall be deemed to have been created in the course of Employee's employment by the
Company if the Work Product relates in any way to the business of the Company and regardless of whether or
not such Work Product was created at the Company's facilities and utilizing the Company's resources.
4. Reasonableness of Restrictions. Employee acknowledges and agrees that (i) the types of activities
which are prohibited by sections 1, 2, and 3 of this Agreement are narrow and reasonable and (ii) the specific
geographic scope of such prohibited activities is reasonable, legitimate and fair to Employee in light of the
Companys need to market its services and sell its products in order to have a sufficient customer base to make
the Companys business profitable and in light of the limited restrictions on the type of activities prohibited.
5. Relief. Employee agrees that a breach of any of the provisions of sections 1, 2, or 3 of this Agreement
may result in material and irreparable injury to the Company for which there is no adequate remedy at law and
that it may not be possible to measure damages for such injuries precisely. In the event of a breach, the
Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction
restraining Employee from further violations of sections 1, 2 or 3 hereof. The remedies in this section 5 are in
addition to those otherwise available to the Company.
6. Enforceability. Each of the provisions of this Agreement shall be construed as an agreement
independent of any other provisions of this Agreement. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of the other
portions of this Agreement. If a court of competent jurisdiction decides that any provision of this Agreement is
not enforceable in the manner set forth herein, the parties agree that it is their intention that such provision
should be enforceable to the maximum extent possible under applicable law, and that such provision shall be
reformed to make it enforceable in accordance with the intent of the parties.
7. Entire Agreement. This Agreement is the entire agreement between Employee and the Company with
respect to the subject matter herein and supersedes any oral or written agreements between them regarding the
subject matter of this Agreement.
8. Non-waiver. In the event either party violates, attempts to violate, or purports to violate any of the
provisions of this Agreement, the failure of the other party at any time to enforce any of its rights or remedies
with respect thereto shall not constitute a waiver by the other party of any of its rights or remedies to enforce
this Agreement, either with respect to the same violation or any future violations of any of the provisions of this
Agreement.
____________________________________________________________________________________________________________________________________________
Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

2nd Floor, Tower B


Mayfair corporate Park
Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws in force
in Mumbai jurisdiction, without giving effect to the principles of conflicts of law. Any action relating to this
Agreement shall be filed in the courts of Mumbai.
10. Amendment. This Agreement cannot be amended, supplemented, or modified, and no provision may
be waived, except by a written instrument signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought.
11. Binding Effect. This Agreement may be assigned by the Company and is binding upon and shall inure
to the benefit of any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, successor means any
person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly acquires all or substantially all of the assets or business of the Company.
This Agreement shall be binding upon the employee and his personal representatives and successors in
interests, and shall inure to the benefit of the Company, its successors and assigns.
12. Confidential Nature of Legal Proceedings. In the event that any legal proceedings arise out of or are
related to this Agreement, the parties agree to execute and submit to the court a Consent Order which requires
that all Confidential Information of the Company contained in documents and oral testimony, secured in
connection with such litigation, shall be conducted, received, heard, and maintained by the court and the parties
in secrecy, available for inspection only by the Company, the Employee and their respective attorneys and
experts, and by the appropriate court personnel having a need to know the information. This paragraph is not
intended to limit the terms of said Consent Order, which shall contain all provisions reasonably necessary to
protect the confidentiality of proprietary information belonging to the Company.
13. Informational Nature of Headings. The paragraph headings set forth in this Agreement are for
informational purposes only, and shall not serve either to expand or limit the intention, meaning, or construction
to be given to the language contained in the body of the Agreement.
14. Acknowledgement. Employee acknowledges that he has had the opportunity to discuss this matter
with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully
understands all of the provisions of this Agreement, and is knowingly and voluntarily entering into this
Agreement.

15. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the
same force and effect as an original and shall constitute an effective, binding agreement on the part of each of
the undersigned.
16. Survival. The obligations set forth in Sections 1, 2 and 3 shall survive the termination of Employee's
employment by the Company and shall continue without limitation as to time unless otherwise set forth therein.
The employee further agrees to indemnify and hold indemnified the Company, its directors, employees
and agents from and against any and all claims, costs and / or damages incurred on account of any breach by
the employee of the terms hereof.

The employee acknowledges and agrees that, in the event of breach of any of the provisions, as
____________________________________________________________________________________________________________________________________________
Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

2nd Floor, Tower B


Mayfair corporate Park
Near Pranav Plastic
Bhd DPS School, Kalali Road
Kalali, Vadodara 390012
Tel: +91 265 619 9550
www.collabera.com

aforesaid, Company shall be entitled to terminate his services forthwith, without payment of any compensation in
lieu thereof.
IN WITNESS WHEREOF, each of the parties has executed this Agreement consisting of 5 typewritten
pages, in the case of the Company by their duly authorized officers, as of the day and year first above written.

EMPLOYEE
_______________________________

Collabera Technologies Pvt. Ltd.


___________________________________

Date: _______________________

Date: _______________________

Sign: _________________________

Sign: ________________________

____________________________________________________________________________________________________________________________________________
Regd. Office: Collabera Technologies Private Limited, 2nd Floor, Tower B, Mayfair corporate Park, Near Pranav Plastic, Bhd DPS School, Kalali Road, Kalali, Vadodara 390012 |
www.collabera.com

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