**EMPLOYMENT AGREEMENT - NON-COMPETE AGREEMENT** THIS AGREEMENT is made on this day, _____________(Date), by and between ____________(Employer) having its registered office at _____________ (Address) hereinafter referred to as the 'Employer', AND ____________(Employee) residing at _____________(Address), hereinafter referred to as the 'Employee'. WHEREAS, the Employer desires to employ the Employee and the Employee desires to be employed by the Employer upon the terms and conditions contained herein; NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: **1. DEFINITIONS:** 1.1 "Confidential Information" refers to any data or information relating to the business of the Employer. 1.2 "Proprietary Information" refers to all trade secrets, patents, copyrights, and any other intellectual property rights of the Employer. **2. EMPLOYMENT:** The Employee agrees to be employed by the Employer under the terms and conditions set forth in this Agreement. **3. TERMS AND CONDITIONS OF EMPLOYMENT:** The terms and conditions of the Employee's employment, including title, duties, compensation, and benefits are as set forth in Exhibit A, attached hereto and incorporated by reference. **4. CONFIDENTIALITY:** The Employee acknowledges that during the course of employment, he/she will have access to Confidential Information. The Employee agrees not to disclose or disseminate the Confidential Information without prior written consent of the Employer. **5. PROPRIETARY INFORMATION:** The Employee agrees to treat all Proprietary Information as strictly confidential and not to disclose such information without prior written consent of the Employer. **6. NON-COMPETE:** For a period of ________ months/years after the termination of this Agreement, the Employee agrees not to engage in any business or activity that is in direct competition with the business of the Employer. **7. COMPENSATION:** The Employee will be compensated as outlined in Exhibit A, attached hereto. **8. BENEFITS:** The Employee is eligible for the benefits as outlined in Exhibit A, attached hereto. **9. VACATIONS AND HOLIDAYS:** The Employee is entitled to paid vacations and holidays as outlined in Exhibit A, attached hereto. **10. DURATION AND TERMINATION:** This Agreement shall commence on _____________(Date) and continue until terminated by either party with _____________(notice period) notice. **11. RETURN OF PROPERTY:** Upon termination of this Agreement, the Employee shall return all Employer property, documentation, records, and Confidential Information in its possession. **12. INDEMNIFICATION:** The Employee agrees to indemnify the Employer against any loss or threat of loss by reason of breach of this Agreement. **13. NON-SOLICITATION:** The Employee agrees not to solicit any employees, customers, or suppliers of the Employer during the term of this Agreement and for a period of ________ months/years after the termination of this Agreement. **14. ENTIRE AGREEMENT:** This Agreement contains the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties. **15. GOVERNING LAW:** This Agreement will be governed by and construed in accordance with the laws of ________ (State), India. **16. JURISDICTION:** All disputes arising out of this Agreement shall be subject to the jurisdiction of the courts at ________ (City), India. **17. DISPUTE RESOLUTION:** Any dispute arising out of this Agreement shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996. **18. AMENDMENT:** Any amendment to this Agreement must be in writing and signed by both parties. **19. WAIVER:** Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. **20. SEVERABILITY:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. **21. ASSIGNMENT:** The Employee may not assign or delegate any rights or obligations under this Agreement. **22. NOTICES:** All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being sent by registered mail, postage prepaid. **23. FORCE MAJEURE:** Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control. **24. COUNTERPARTS:** This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. **25. INDEPENDENT LEGAL ADVICE:** Each party acknowledges that it has had the opportunity to seek independent legal advice and has read and understood all the terms and conditions of this Agreement. **26. NON-DISCLOSURE:** The Employee agrees to use the Confidential Information solely for the benefit of the Employer and not to disclose such information without the prior written consent of the Employer. **27. REMEDIES:** The Employee acknowledges that the terms of this Agreement are necessary for the protection of the Employer and that the Employer will be irreparably harmed if these terms are not specifically enforced. **28. SURVIVAL:** All terms of this Agreement that by their nature extend beyond the termination of this Agreement shall survive such termination. **29. CAPACITY:** Each party warrants that they have the necessary power and approval to enter into this Agreement. **30. BINDING EFFECT:** This Agreement shall be binding upon, and inure to the benefit of the respective parties and their legal representatives, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written. EMPLOYER: EMPLOYEE: _______________________ _______________________ (Name & Signature) (Name & Signature) WITNESSES: 1._______________________ 2._______________________