1

CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (Agreement) is entered into as of this <<>> day of <<Month>>,
<<Year>> by and between <<Company name>>, its associated and affiliated companies,
(hereinafter individually and collectively called COMPANY), and Mr. <<Employee name>> s/d/o
_____________________________________resident of ______________________________
____________________________________________________.
Pursuant to this Agreement, the employee recognizes and acknowledges that the employment
is at will and that the employee will obtain no greater rights than are provided for in this
Agreement, by his/her employment with company.
By his/her signature below the employee recognizes and acknowledges that he/she will be
receiving from the company certain Confidential Information (more particularly described
below), and that the employee represents and agrees that he/she will protect such Confidential
Agreement from being disclosed to any third party, and that the employee will not compete with
the business of company, its associated and /or affiliated companies except as permitted by the
terms and conditions of this agreement.
IN CONSIDERATION of the employment of the Employee and other good and valuable
consideration, receipt of which is acknowledged by the employees signature below, company
and the employee each covenant and agree as follows:
1.

Employee shall be retained by company, as an Employee At Will and shall render to

company such services are as ordinary and necessary to the employment position, and
as the Employee may, from time to time, be directed by the authorized personnel of
company.

2.

As used in this Agreement, the term Confidential Information shall mean any
information, materials, documents or otherwise which is proprietary to company, whether
or not developed by company and/or the employee, which is not known to personnel or

2
entities other than company and which the employee may obtain, directly or indirectly
from the employment by company.
3.

Such Confidential Information shall include, but is not limited to: business records and
plans; financial statements and records; customer (both existing and prospect) lists and
records and/or trade suppliers and records thereof (including names, addresses,
telephone numbers and/or contact personnel); sales pipelines; proposal submitted by
company; methods and procedures for obtaining customers and suppliers; trade secrets;
technical information; products, inventions and specialized services; product design
information; pricing structures and components; discounts; costs; computer programs,
components and listings; source codes and object codes; copyrights and other
intellectual property, and such other and further documents, materials or otherwise which
company shall specify as being confidential.

4.

Employee recognizes and acknowledges that the obtaining by company of the

Confidential Information has been as a result of the investment of significant time, effort
and expense, and that such Confidential Information is a valuable, special and unique
asset of company which provides or is intended to provide company with a significant
competitive advantage in the conduct of its business.

5.

The Employee covenants and agrees to hold in confidence and not to disclose the
Confidential Information, or any portion thereof and/or permit the Confidential
Information to be disclosed, to any third party without the prior written consent and
approval of company, signed and acknowledged by company or its duly authorized
personnel.

6.

The Employee covenants and agrees that he/she will not duplicate, copy or modify, and
will not permit any unauthorized person or entity to duplicate, copy or modify and
Confidential Information, without the prior written consent and approval of company,
signed and acknowledged by company or its duly authorized personnel.

7.

No Confidential Information shall leave the possession and control of employee, or be

taken off of the premises of company, without the prior written consent and approval of
company, signed and acknowledged by company or its duly authorized personnel.

8.

Upon the written request of company shall collate and return to the designated
authorized personnel of company and return to the designated authorized personnel of
company all written materials (of any type or description) which contains Confidential
Information, or any portion thereof, and shall also remit a written statement of the
employee, dated. signed and acknowledged, certifying that all Confidential Information in
the Employees possession has been returned, intact, within 48 hours off Employees
receipt of the request therefore from company.

9.

Further, Employee covenants and agrees that while the relationship exists between
company and employee, the employee shall not, directly or indirectly, as an employee,
employer, consultant, agent, principal, partner stock holder, corporate officer or director,
or in any other individual and/or representative capacity become engaged or engage
and/.or participate in any business / company, without the prior written consent and
approval of company, dated, signed and acknowledged by authorized personnel of
company.

3
10.

Employee, during the course of his service with the Company or in the event of
cessation of his service in the future, due to any reason whatsoever, for a period of one
year from the date of such cessation, directly or indirectly, either by own accord or on
behalf or in conjunction with any other person/s, firm or company refrain/desist from
canvassing or soliciting attempting to or inducing any employee(s) business associate(s)
to leave their current employment with the Company to join the services of any new
employer/firm/company or any other competitor of the Company or the existing Clients of
the Company and also should not provoke anyone negatively or spread
rumors against company. In case of breach, employee agrees to pay annual CTC
of such hired employee to company as penalty or Rs 2 Lacs whichever is maximum.
Company is free to initiate legal proceeding against employee in case employee fails to
pay penalty to Company.

11.

Employee, during the course of his service with the Company or in the event of
cessation of his service in the future, due to any reason whatsoever, for a period of one
year from the date of such cessation, shall not join the services / employment of any of
the existing Clients of the Company.

12.

That during his/ her employment with the Company, or upon his/ her termination of
employment, or after expiry of the term of employment with the Company, he/she shall
not use for his/ her benefit or for the benefit of others, disclose or divulge any such
confidential information as stipulated herein.

13.

That he/ she will not analyze or modify any confidential information stipulated herein in
any way received from the Company, from its client companies/ institutions, or from any
other source, in course of their business dealings, except for the purpose set forth by the
Company or under its specific guidelines and directions.

14.

Employee acknowledges that the Confidential Information is provided on AS IS basis.

COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO
THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AN
ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULARS PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THE USE OR PERFORMANCE OF ANY PORTION OF
THE CONFIDENTIAL INFORMATION.

15.

That he/ she will not use the results/ conclusions of any analysis undertaken in course of
normal activities of the Company, for his/ her benefit or for the benefit of other parties or
persons.

16.

That he/ she will make his/ her best efforts to prevent and protect the confidential
information as categorized above or any other part thereof, from disclosure to others
except to the persons authorized by the Company.

17.

That he/ she will take all steps reasonably necessary to protect the confidential
information and trade secrets from falling into public domain or into possession of
unauthorized persons or parties.

18.

That he/ she, upon termination of his service or quitting the service of the employer
Company at his/ her own in accordance with the terms and conditions of employment

4
with the Company or otherwise, will be responsible to return to the Company, retaining
no copies, all drafts and documents relating to the Companys business, but not limited
to, reports, manuals, drawings, diagrams, blueprints, correspondence, clients lists,
computers programs, and all other materials and all copies of the said documents,
obtained by the employee during his/ her employment with the Company.
19.

Company does not represent or warrant that any product or business plan disclosed to
employees will be marketed or carried out as disclosed, or at all. Any actions taken by
employee in the response to the disclosure of the Confidential Information will be made
solely at employees risk.

20.

In recognition of the uniqueness of the Confidential Information, employee recognizes

that company, in addition to any other remedies at law or in equity, shall have the right
and be entitled to injunctive relief against the employee, retraining the employee from
making any unauthorized disclosure, in whole or in part of the Confidential information or
any portion thereof. Further, the parties acknowledge and agree that financial damages
are unascertainable due to the uniqueness of the business of company. Accordingly,
employee recognizes and agrees that the sum of Rs. 4,00,000 (4 Lacs) is a reasonable
estimate for a actual damages and shall constitutes liquidated damages to which
company is entitled for breach of this Agreement. Company is free to initiate legal
proceeding against employee in case employee fails to pay penalty to Company.

21.

Employee agrees that this agreement shall be binding on him and his personal
representatives and successors in interest, and shall inure to the benefit of the
Company, its successors and assigns.

22.

The term of this Agreement shall extend throughout the period employees assignment
with company and for a period of three (3) years from the termination thereof.

23.

The employee agrees that all work of a copyrightable or patentable nature done in the
course of work for company belong to company and undertakes to help in every way to
get company Cos ownership of such copyrights/patents duly registered.

24.

Company shall own, and Employee hereby transfers and assigns to it, all rights of every
kind and character throughout the work, in perpetuity, in and to any material and/or ideas
written, suggested, or submitted by Employee hereunder and all other results and
proceeds of Employee's services hereunder, whether the same consists of literary,
dramatic, mechanical or any other form of works, themes, ideas, creations, products, or
compositions. Employee agrees to execute and deliver to Company such assignments
or other instruments as Company may require from time to time to evidence its
ownership of the results and proceeds of Employee's services.

25.

Any disputes involving this Agreement shall be at the sole cost and expenses of the
losing party, including cost of suit, legal fees, interest and such other appropriate relief,
as a Court of competent jurisdiction shall determine.

26.

The terms and conditions of this Agreement set forth above shall be binding upon the
Employee, his / her heirs, representatives and legal representative.

27.

This Agreement sets forth the entire understanding of the parties regarding the matters
set forth above. Any amendments to this Agreement must be in writing and signed by

5
both parties. This Agreement shall be construed under the laws of Gurgaon. This
Agreement shall not be assignable by the employee and employee may not be delegate
his / her duties under this Agreement, without the prior written consent of company,
signed and acknowledged by company of its duly authorized personnel.
Dated __________________ at <Company Name>>, Gurgaon.
WITNESS:
___________________________

________________________
(Employee)