Non-Disclosure, Non-Solicitation and Confidentiality Agreement

Updated atJanuary 2014

This non disclosure, non solicitation, and confidentiality agreement (hereinafter referred' to as the ''Agreement") is made and entered into on this ________ day of ______, 2012 at _________ by and between _________ a company incorporated under the provisions of the Companies Act, 1956, having its registered office at _______ (hereinafter referred to as the "Company" and more particularly defined below) of the FIRST PART;

And

______, an individual residing at (hereinafter referred to as the "Employee") of the OTHER PART;

'Company' and the 'Employee' Shall hereinafter be referred to individually and collectively as 'Party' and 'Parties' respectively

WHEREAS

A. The Employee, by accepting the Offer Letter (as defined hereinafter) is in the employment of the Company.

B. The Employee acknowledges that during the course of the Employee's employment with the Company, the Employee will have access to certain Confidential Information (hereinafter defined) relating to and property belonging to the Company.

C. The Company is desirous of protecting the confidentiality of the Confidential Information obtained by the Employee during the Employee's employment, from being shared with any third party, including but not limited to the Company's competition.

D. The Employee recognizes that use of or disclosure by the Employee of the Confidential Information to any Person who is in competition with the Company would be greatly prejudicial and detrimental to the Company and would cause it to suffer immediate and irreparable injury.

E. The Parties have therefore agreed to enter into this Non Disclosure, Non-Solicitation, and Confidentiality Agreement in accordance with the terms and conditions stated herein.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1. Definitions

For the purposes of this Agreement, the following terms shall have the following meanings and interpretations:

1. 1 "Affiliate" means, when used in respect of a specified Person, each Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified. In this definition "control" (and its derivatives) means both (i) holding beneficially more than fifty per cent (50%) of equity interests and (ii) the ability to cast more than fifty (50%)per cent of the voting rights attaching to voting securities;

1, 2 "Business of the Company" shall mean_____________________ '

1. 3 "Client" means any Person, including such Person's Affiliate, who: (i) has purchased the Company's services or products, or is (ii) a Prospective Client, provided that such Persol1 (a) has been contacted by the Company for the purpose of providing its services or products, and has provided the Company with information about such Person's business, or (b) has contacted the Company for the purpose of purchasing the Company's services or products.

1. 4 "Company" means, its parents, subsidiaries, its Affiliates, including any businesses that may be acquired after the date of the Employee's execution of this Agreement and the Employee's employment with the Company, and any successor­-in-interest thereto or assignee thereof.

1. 5 "communication device" means cell phones, personal digital assistance or combination of both or any other device used to communicate, send or transmit any text, video, audio or image;

(a) "computer" means any 'electronic, magnetic, optical or other high speed data processing device or system which performs logical, arithmetic and memory functions by manipulations of electronic, magnetic or optical impulses, and includes all input, output, processing, storage, computer software or communication facilities which are connected or related to the computer in a computer system or computer network;

(b) "computer network" means the inter-connection of one or more computers or computer systems or commul1ication device through -.

(i) the use of satellite, microwave, terrestrial line, wire, wireless or other communication media; and

(ii) terminals or a complex consisting of two or more interconnected computers or communication device whether or not the inter-connection is continuously maintained;

(c) "computer resource" means computer, computer system, computer network, data, computer data base or software;

(d) "computer system" means a device or collection of devices, including input and output support devices and excluding calculators which are not programmable and capable of being used in conjunction with external files which contain computer programmes, electronic instructions, input data and output data that performs logic, arithmetic, data storage and retrieval, communication control and other functions.

(e) "Controller" means the Controller of Certifying Authorities appointed under sub­section (l) of section 17;

(f) '''Cyber Appellate Tribunal" means the Cyber. Appellate Tribunal established under sub-section (l) of section 48;

(g) "cyber cafe" means any facility from where access to the internet is offered by any person in the ordinary course of business to the members of the public;

(h) "cyber security" means protecting information, equipment, devices computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosure, disruption, modification or destruction.

1. 6 "Confidential Information" means all information of the Company, regardless of the form in which it is maintained (i. e. whether electronically, on computer disk, in a written document, photograph, audio or video recording), including, but not limited to information relating to Client identities, Client documents, files, and accounts; the Company's prices, pricing policies; invoices, revenue, profit margins, projections and any other financial information of the Company arid its Clients, the terms and formats of Company's...

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