Annexure – II

Terms and Conditions of Appointment

1. You will be on probation for a period of 1 year from your date of joining Innovadores .
At the end of your probation, Company may, based on your performance and
observance of the terms of your employment, either confirm your appointment, or
extend your probation or terminate your services, by intimating you in writing. During the
probation period either party (i.e. Company or the employee) may terminate the
appointment by giving 15 (fifteen) days notice. Company only may, at its option,
terminate the appointment by giving fifteen day’s salary in lieu of notice.
2. Your employment can be terminated if the outcome of a background verification process
points to concealment of certain adverse events in the previous employment such as
termination due to integrity issues including fraud and / or termination due to disciplinary
issues, falsification of records, providing incorrect / inaccurate information with respect to
previous employment and / or education qualification and providing incorrect references.
3. You will be required to work for six days a week in any one of the shifts during
day or night. Your duty hours will be fixed from time to time depending upon
the exigencies of the business as and when required by the management, you
shall work beyond normal working hours and on your weekly off days and
holidays, in accordance with the statutory provisions applicable.
4. You will be entitled to leave as per Company’s leave policy, which will be intimated to
you on joining.
5. In addition to the terms and conditions contained herein, your employment shall be
subject to the terms and conditions contained in Company’s policies, which may be
amended from time to time at the sole discretion of the Management. From time to time
Company may formulate and modify various policies regarding leave, superannuation,
promotion, performance assessment, access to Company’s premises and data, Internet
and e-mail usage, and such other matters related to employment. Such policies and
changes thereto shall be intimated you from time to time. You shall acquaint yourself
with such policies and revisions thereto and adhere to the same in addition to the terms
and conditions contained herein, irrespective of whether you consider such revisions as
detrimental to your interests.
6. You may be deputed or required to work at any office/site of Company and/or a client
anywhere in India or abroad from time to time, based on Company’s requirements.
Actual expenses during the same will be borne by Company.

7. You may be transferred to any other office of Company in India or abroad or to a group
company or affiliate of Company. As part of your responsibilities, you may be required to
travel anywhere in India or abroad and shall do so accordingly.
8. You will not, during your period of employment with Company, directly or indirectly own,
manage, operate, consult or be employed by any other business, whether on a full-time
or part-time basis, without the express written consent of the Management of Company.
9. Upon expiry of the probationary period and following your confirmation, your
appointment may be terminated either by Company or you without cause by giving a
 prior written notice of 2 (two) months to that effect. When notice of termination is
served by you the notice period would begin one week from the date that your notice of
resignation is received by Company. In case of Company only, termination may be
effected by payment of salary equal to the notice period for which you have not worked,
as payment in lieu of notice. Nothing in this Clause shall limit the discretion of Company
to permit an employee to terminate his/her services by a period of notice shorter than
that contemplated herein. Notwithstanding the aforesaid, if Company terminates your
employment for a cause, then Company will not be liable to give you notice or salary in
lieu of notice. Company shall have the right to terminate this appointment without any
further notice or salary in lieu thereof, in the event of any of the following:
 Breach of any of the conditions of this appointment letter;
 Any misconduct on your part
 Failure to carry your duties and obligations in a manner satisfactory to Company
or your unsuitability for your position in Company;
 Breach or Non-acceptance of the confidentiality undertaking and guidelines
and/or any other agreement that may be signed by you in connection with your
employment.

You will be deemed to have abandoned your employment if you remain absent from
work for a continuous period of 5 (five) working days or more without communicating
the cause for the absence and consequently your services will automatically stand
terminated from the fifth day of absence. However, Company may, at its option, and for
satisfactory cause shown, condone your absence.

Termination of employment shall not release you from your obligations and liabilities
accrued prior to the date of termination.

Upon termination of employment for any reason, you shall comply with Company’s
separation procedures, if any. Irrespective of the absence of such procedures at the
relevant time of the termination of the employment, you shall return all movable and
immovable property, equipment, documents in paper or electronic form, and any other
material whatsoever that belongs to Company, its Affiliates, partners, clients or vendors,
and is in your possession (“Company Property”). Such Company Property shall be
returned in as well as a condition that it was when handed over to you, except for
reasonable wear and tear. Any loans or other amounts borrowed by you from Company
together with interest thereon will become immediately due and payable to Company
upon termination of your services (unless Company determines otherwise), and you shall
sign all documents required by Company in that regard. Company will not be bound to
pay any dues to you until such time that you do not discharge these obligations upon
termination.
10. Upon termination of employment for any reason within a year, you will be liable to pay
back the amount received as joining bonus and towards relocation as applicable.
11. Upon attaining the age of 58 years, you shall retire from Company, unless your
employment is extended by Company in its sole discretion by such further period as
Company may deem fit.
12. You will always keep us informed of any change in your local/contact address.
13. Ownership of Intellectual property: You shall disclose to Company all works,
inventions, innovations and other intellectual property developed or conceived by you
solely or jointly with others during your employment with Company. You hereby
acknowledge, confirm and agree that all such works, innovations, inventions or other
Intellectual Property are the sole and absolute property of Company and that you have
no right, title or interest in the same. You shall not under any circumstances be entitled
to use the same for any purpose other than that of the business of Company and with
the specific authorization from Company. You shall also not be entitled to claim author’s
special rights under Section 57 of the Copyright Act, 1957 or other similar right under
any other law of any country for the time being in force and hereby waive all such rights.
Provided that if any law for the time being in force requires that such works, innovations,
inventions or other intellectual property requires to be assigned to Company, for
Company to become the absolute owner thereof, you are deemed to hereby assign the
same to Company absolutely and without restrictions as regards rights, duration, territory
or otherwise. The assignment shall not lapse by reason of any failure of Company to
exercise the rights assigned. In case of future works the assignment shall come into
effect on the date the works come into existence. You will, if and when required by the
Management, execute such agreements, deeds or documents as may be required to vest
the intellectual property in any such works or work products properly in Company. You
hereby constitute Company as your irrevocable attorney for the purposes of executing
any and all documents necessary to protect the interests of Company and for procuring
the full benefits of this provision which shall without limitation include (a) applying to any
statutory authority for procuring trade marks, patents, designs, copyrights or otherwise
(ii) for assigning to itself or its nominees all works, inventions, innovations or other
Intellectual Property. Company shall, if it deems necessary, be entitled to use your name
for any such purpose. Any expenses required to be incurred for applying for patents,
copyright and other registrations of the inventions, innovations, works or other
Intellectual Property and assignment of the same shall be borne by Company.
14. Confidentiality Undertaking: You will be required to sign a confidentiality undertaking
on joining Company, which protects Company from disclosure of any confidential
information to outside parties, which may be harmful to the interests of Company.
Failure to sign this or breach of the conditions mentioned in it will lead to termination of
your employment with us.
15. This letter supersedes and replaces any existing or prior terms between Company and
you relating generally to the same subject matter. It may not be modified or terminated,
in whole or part, except in writing signed by an authorized representative of Company,
provided that where an authorised officer of Company disseminates policies online or via
electronic transmission, the same shall be binding. In case of conflict between the terms
of any prior documents and this document, the terms of this document shall prevail.
16. By signing this document, you represent that you have not entered into any other
agreements with or undertaken obligations to others, including agreements with and
obligations to previous employers that are in conflict with the terms herein.
17. You further hereby represent and warrant that you shall not do or cause to be done any
act, deed or thing which would affect your obligations to Company and shall promptly
 inform and keep informed Company of any act, deed, thing or event which would
prejudicially affect the interests of Company.
18. The provisions of this document are severable. In the event any portion of this document
is held to be unlawful or unenforceable, the same will not affect any other portion of this
document, and the remaining terms and conditions or portions thereof will remain in full
force and effect.
19. The failure of either Company or you to object to any conduct or violation of any of the
representations made by the other under this document will not be deemed a waiver of
any rights or remedies in respect of the same or a subsequent default.
20. This document is a binding contract upon you and Company and the respective heirs,
personal representatives, successors and assigns of you and Company. The obligations
undertaken by you herein that by their nature are to survive the termination of
employment, shall so survive. The services to be rendered by you to Company are
personal in nature and, therefore, you shall not assign or delegate your rights, duties or
obligations under this document. Company may, in its discretion assign its rights and
duties herein to a third party, and you hereby consent to the same.
21. All notices or other communications under this document shall be made in writing and
shall be deemed delivered (i) when delivered personally immediately upon delivery, or (ii)
when sent by registered post or by courier, postage prepaid, to the respective addresses
first set forth above, three working days after the date of dispatch of the notice as
evidenced by the appropriate receipt/challan. Communication of a routine nature may be
made by Company to you by electronic mail / facsimile.
22. The laws of India shall govern this document. Disputes, if any, shall be resolved amicably
failing which the same shall be referred for arbitration to the Co-founder & Director of
Company who shall be the sole arbitrator and shall conduct the arbitration in accordance
with the procedure established by the Arbitration and Conciliation Act, 1996. The venue
of arbitration shall be Bangalore. The language of arbitration shall be English. In the
event that either party needs to seek and obtain an injunctive remedy, they hereby
consent to the exclusive jurisdiction of the Courts in Bangalore Urban District.
23. Notwithstanding anything to the contrary contained herein, nothing in this document
shall be deemed to bind Company unless Company receives a signed copy of the
Confidentiality Undertaking..
24. Your employment can be terminated if the outcome of a background verification process
points to concealment of certain adverse events in the previous employment such as
termination due to integrity issues including fraud and / or termination due to disciplinary
issues, falsification of records, providing incorrect / inaccurate information with respect to
previous employment and / or education qualification and providing incorrect references
You will treat the terms of this document as confidential

Signature: Date:

Name: Place:
 Confidentiality Undertaking

I, ________________________, hereby declare that I have executed this undertaking of my

own free will and the clauses and conditions mentioned below are acceptable to me. I promise
and undertake to strictly abide by the clauses mentioned below. In the event that there is a
willful breach of any of the clauses mentioned below by me, Company (“Company”) shall have
the right to terminate my services without any further notice.

a) I will maintain strict confidentiality with respect to all information to which I shall be privy by
virtue of my employment with Company, including but not limited to information regarding
questions, question papers, question paper formats/templates, scores of candidates, personal
details of candidates, shortlists for companies, client list, commercial details of assignments,
employee lists and other HR data and any other information about Company, its clients,
vendors and/or business associates, which is deemed confidential, of which I will have
knowledge, either directly or indirectly, during the course of work at Company (“Confidential
Information”). This means that the information will remain with me and will not be shared
with any person except an employee of Company who is authorized to know that information
for the purpose of work.

b) I will not try to gain access to any Confidential Information except such Confidential
Information entrusted to me in furtherance of my duties.

c) I shall keep confidential, Confidential Information and not disclose the same to any third
party or use the same for my own benefit or for the benefit (financial or otherwise) of any
third party, except as expressly permitted by this Undertaking or except with the prior written
consent of Company.

d) I shall protect the Confidential Information received with all reasonable care so as to ensure
that the same does not fall into the hands of third parties or is not put to unauthorized use.

e) I shall not reproduce in any form the Confidential Information except with the prior written
consent of Company.

f) My confidentiality obligations under this undertaking shall not prevent me from disclosing the
same if required by law or under the orders of any court of competent jurisdiction or other
competent legal authority. Provided that I give Company notice of such intended disclosure
and an opportunity to oppose the same.

g) I confirm that all Confidential Information shall remain the sole and absolute property of
Company or Company's customers, vendors, prospective or existing or affiliates or partners
as may be applicable I shall, at the time of leaving the services of Company, return all
materials/documents of confidential nature and other Company property, which I am in
possession of and if required, execute a declaration to this effect. Non-execution of such
declaration as referred to above shall not affect my obligations in this regard or the remedies
available to Company against me for breach of my obligations herein.
h) I shall not attempt, for any reason whatsoever, except with prior express written permission
from Company, to access any databases, including but not limited to customer database and
other confidential data of Company, which Company has expressly prohibited me from
accessing. I also understand that, for any reason, should I gain access to such Confidential
Information, I shall immediately inform Company of the same and the reasons for gaining
such access/intrusion. I undertake, under such circumstance, to maintain utmost
confidentiality of such Confidential Information.

i) I acknowledge that use of the Confidential Information contrary to the provisions of this
undertaking constitutes, among other things, criminal breach of trust in terms of the
provisions of the Indian Penal Code, 1860.

j) The provisions of this Undertaking for the protection of Confidential Information shall apply
notwithstanding that I have unauthorizedly or inadvertently obtained access to or otherwise
come into possession of such Confidential Information.

k) I will keep the management of Company informed, well in advance, about my

relatives/friends/ acquaintance taking or participating in any test/assessment being
conducted by Company.

l) During the period of employment/contract-employment with Company, I will not undertake

any assignment for any other company/organisation or Individual or any client of Company
to supply or review questions/questions papers/question paper templates etc.

m) During the period of employment/contract-employment I will not publish any material or part
of material, which is deemed confidential by Company in any form whatsoever.

n) During the period of employment/contract-employment I will not enter into any training or
coaching activity directly or indirectly for the purpose of training people to take Company
tests or similar tests.

o) During the term of my employment with Company, and for a period of one year after
termination thereof (whether by me or Company), I will not be employed by, act as
consultant or to be in any way concerned by the ownership, management, administration or
business of any company or entity that carries on any business that is similar to Company, or
is or has been a client of Company during the period of my employment with Company,
including in particular clients with whom I have had occasion to interact during my
employment with Company except with written consent of the Management of Company.

p) For a period of one year after termination (whether by me or Company) of my employment

with Company, I shall not disclose, divulge to anyone by word of mouth or otherwise the
information regarding questions, question papers, question paper formats/templates, scores
of candidates, personal details of candidates, shortlists for companies, client list, commercial
details of assignments, particular or details of products/services, developing process,technical
know how, administrative or organizational matters, proprietary information pertaining to
 Company either directly or indirectly, which may be my personal privilege to know by virtue
of being in employment with Company.

q) During the term of my employment and for a period of one year from the cessation of my
employment with Company (irrespective of the circumstances of, or the reasons for, the
cessation) I shall not solicit, induce or encourage:
i) An employee of Company to terminate their employment with Company or to accept
employment with any competitor, vendor or any client with whom I have a
connection.
ii) Any client or vendor of Company to move his existing business with Company to a
third party or to terminate his business relationship with Company.
iii) Any existing employee to become associated with, or perform services of any type
for any third party.

r) Upon termination of my employment (whether by me or Company), all company documents,

information and property, business cards, office keys must be returned to the office prior to
leaving.

s) I will abide by all rules and regulations with regard to confidentiality and security of
information, which the management shall put into practice from time to time.

t) In the event of any suspected breach of confidentiality Company shall have the right to
conduct any sort of enquiry.

u) I undertake to indemnify and keep indemnified Company against any and all claims,
damages, losses etc., which Company might suffer, on account of breach by me of any of the
terms and conditions contained herein, which survives the termination of my employment
(whether by me or Company).

I understand that the terms herein, which are, by their nature intended to survive the
termination of my employment, shall survive the termination of my employment (whether by me
or Company). Should I fail to such obligations, whether during the subsistence of this
Undertaking or thereafter, I understand that, in addition to the indemnity undertaken by me
hereunder Company also reserves the right to initiate any action that it may deem fit, against
me, including but not limited to an action for injunctive relief, suit for damages, and other legal
remedies

This Undertaking shall be read and understood along with my appointment letter. Matters not
adverted to in this undertaking shall be regulated by the provisions of the appointment letter.

This undertaking shall be deemed to commence on the day that my employment commences and
shall apply to any Confidential Information that I receive prior to the commencement of my
employment.

Signature: Date:
Name: Place: