ExlService Philippines Inc.

PRIVATE AND CONFIDENTIAL

6/F One E-com, South
Quadrant, One E-com
Center, Sunset Avenue, Mall
of Asia Complex Carmela Bay
Phone: (632) 7976 9000

+63 (33) 328-8300

14-Mar-2023
EXLservice.com

EMPLOYMENT AGREEMENT

Dear Carmela,

Further to the recent meetings and discussions you had with us, we are now pleased
to offer you an appointment with ExlService Philippines Inc. (the Company”) to the
position of
Executive at Band A1 on the terms and conditions set out herein after:

1. EMPLOYMENT

1.1 Your effective date of joining shall be no later than 24-Apr-2023.

1.2 Your employment with the Company is subject to:

(i) The accuracy of the testimonials and information provided by you;

(ii) Your being free from any contractual restrictions preventing you from accepting this
offer or starting work on the above-mentioned date;

(iii) On our receiving two satisfactory references; and

(iv) If so asked by the Company, your disclosing on your own behalf and, if married, on
your spouse’s behalf full details of any external directorships held and any personal
business interests including partnerships, shareholdings and trusteeships;
involvement in any other business ventures involving unlimited liability; personal
liabilities in connection with business activities; and involvement in other positions
external to the Company and acceptance by the Company of those external interests.

(v) If you breach any of the aforesaid conditions, this offer shall stand revoked
automatically (whether you have accepted it or not) and, if you have already
commenced employment with the Company, such employment will be terminated,
subject to the requirements of due process under Philippine laws.

1.3 Probation

(i) You will be on probation for a period of 6 months from the date of joining which can
be extended by the company at its discretion in case your performance does not meet
requisite standards. At the end of the probation period your services with the
company would be deemed confirmed unless specifically extended by the company in

Page 1 of 21
ExlService Philippines Inc. writing, within the said period of 6 months
6/F One E-com, South
Quadrant, One E-com During the period of Probation, your services are liable to be terminated by either
Center, Sunset Avenue, Mall party at any time, including the extended period of Probation, if any. This
of Asia Complex probationary employment does not entitle you to vacation and/or sick leaves, or to
Phone: (632) 7976 9000
any other benefits that is or may hereafter be granted to regular employees, except
+63 (33) 328-8300 those which the Company, as a matter of policy and upon its discretion, extends to all
employees regardless of status and those provided by law.
EXLservice.com
(ii) Your employment may be terminated during the probationary period if it is
determined that you failed to meet the standards of the Company and for just or
authorized causes as discussed under Section 9 (Termination) of this Agreement.

2. PLACE OF POSTING

2.1 Your initial place of posting shall be at Manila. However, your services are
transferable and you may be assigned to other business locations to serve the
Company or any of its group companies. It is a condition to your employment that you
comply with any such requirements of the Company. The transfer will not deem to
constitute a change in your conditions of service.

2.2 Notwithstanding the above, you may however be required to work at any other place
that the Company may deem fit and as may be required from time to time. You may
also be seconded, deputed or transferred to any other company associated to the
Company whether in the Philippines or abroad.

2.3 Your place of work shall change in case of any relocation of the Company’s offices, for
which you shall not be entitled to any compensation.

3. PERFORMANCE OF DUTIES

3.1 You shall be assigned with all the duties and responsibilities of the position mentioned
above and such other duties on behalf of the Company, as may be reasonably assigned
from time to time by the Company’s management.

3.2 You shall, at all times, be required to carry out the duties and responsibilities assigned
to you by the Company, faithfully and diligently and in compliance with the
established policies and procedures, endeavoring to the best of your ability to protect
and promote the interests of the Company.

3.3 You shall not, during the term of your employment, except with the written
permission of the Company, engage directly or indirectly, whether part-time or full
time, in any other business, occupation or activity, whether as a principal, agent or
otherwise, which will be detrimental, whether directly or indirectly, to the Company’s
interests. It is clarified that such written permission as mentioned herein does not
create any right in your favor or obligation on the Company. It shall be on the sole and
exclusive discretion of the Company to grant or not to grant such permission.

3.4 You shall use the office of the Company only for rendering such services for which you
have been appointed.

Page 2 of 21
ExlService Philippines Inc.
6/F One E-com, South 3.5 You are expected to attend office, except when traveling on business, during the
Quadrant, One E-com working hours/shifts as may be decided by the Company. The Company practices a
Center, Sunset Avenue, Mall 40-hour work week for all staff and management employees. Actual work timings and
of Asia Complex
Phone: (632) 7976 9000 shifts may vary from time to time based on business and customer service
requirements.
+63 (33) 328-8300

EXLservice.com 4. COMPENSATION

4.1 As compensation for services to be rendered, you shall be paid a Base salary of
216,000.00 Pesos per annum. The salary shall be payable twice a month in arrears on
or about the 15th and 31st of the month. Your salary already includes compensation
for all unworked legal holidays and any mandatory allowance or payment under
existing laws. Other allowances and benefits payable shall be as detailed in Appendix
1 hereto.

4.2 The payment of all compensation shall be made in accordance with the relevant
policies of the Company in effect from time to time, including normal payroll practices,
and shall be subject to income tax and other statutory deductions at source, as
applicable. All requirements under Philippine tax laws, including tax compliance and
filing of tax returns, shall be fulfilled by the Company.

The compensation paid to you has taken into consideration the status and
responsibilities of the appointment and as such, you will not be entitled to any other
payment by way of any other allowances, except as provided in the Letter of Intent
that you signed, and in Appendix 1 hereof.

By accepting this offer you authorize the Company to deduct from your remuneration
on termination of employment (including salary, salary in lieu of notice, holiday pay
and sick pay, etc.) all debts owed by you to the Company or any of its group companies
or any fine imposed by the Company as a discretionary penalty pursuant to the
Company’s disciplinary procedure.

5. CONFIDENTIALITY

5.1. The term “Confidential Information” shall include all information, whether written or
oral, that is not known by, or not generally available to, the public at large and that
concerns the business, activities, financial affairs, trade secrets, technology of the
Company or otherwise relates to the Company, in any manner whatsoever, its
customers, their clients, suppliers and other businesses or entities, with whom the
Company does business, which may come to your knowledge or possession during the
tenure of your employment with the Company. You shall hold such Confidential
Information in trust and confidence and not disclose or divulge such Confidential
Information to any other person or entity or use any such Confidential Information for
your own benefit or the benefit of any other party, unless so authorized by the
Company or required to be so disclosed or divulged in the course of the proper
execution of your duties. You agree to sign the ‘Non-Competition, Non-Solicitation and
Confidentiality Agreement’ in the form annexed to this letter.

Page 3 of 21
ExlService Philippines Inc.
6/F One E-com, South 5.2. You undertake not to make copies or duplicates of any Confidential Information or
Quadrant, One E-com other sensitive property or materials of the Company, including but not limited to
Center, Sunset Avenue, Mall keys, access cards, diskettes, flash drives, electronic files programs, photographs or
of Asia Complex
Phone: (632) 7976 9000 such other proprietary information relating to the Company’s business.

+63 (33) 328-8300 5.3. You shall keep strictly confidential, details of your salary and employment benefits
within and outside the Company.
EXLservice.com

5.4. You agree and confirm that the terms and conditions of this Clause 5 shall survive the
termination or discontinuation of your services with the Company.

6. INTELLECTUAL PROPERTY RIGHTS

You shall be required to disclose promptly, completely and in writing to the Company
any discovery, invention, methodology or improvements made thereto, process,
software applications or products, conceived, developed or discovered by you, either
individually or jointly with others, during your employment ("Inventions") and such
Inventions whether or not patent applications are filed thereon shall at all-time belong
absolutely to and be the sole and absolute property of the Company. You agree to treat
such Inventions as Company proprietary and confidential and to use such Inventions
solely for the benefit of the Company. You agree to assign to the Company any and all
rights, title and interest, including, but not limited to, copyrights, trade secrets and
proprietary rights to the Inventions, information, materials, products and deliverables
developed during the performance of services to the Company. You agree that all the
work performed by you and all Inventions, information, materials, products and
deliverables developed by you while in the employment of the Company shall be the
exclusive property of the Company and all title and interest therein shall vest in the
Company. All such Inventions, information, materials, products and deliverables shall
be deemed to be "works made for hire" under the Philippine Intellectual Property
Code. If and when required by the Company, you shall at the Company’s expense take
out or apply for letters patent, licenses or other rights, privileges or protection, as may
be directed by the Company in respect of such Inventions, so that the benefit thereof
accrues to the Company. You shall execute and do all instruments, acts, deeds and
other things, which may be required by the Company for assigning, licensing any
Inventions made during the employment, which shall vest with the Company
including the name and all benefits arising in respect thereof.

Pursuant to its exclusive proprietary rights, the Company shall have the sole and
exclusive right inter alia to use, modify or adapt the Inventions, information,
materials, products or deliverables developed by you during the performance of your
services as an employee of the Company.

7. DISCIPLINARY ACTION PROCEDURE

Any breach of the Company's Code of Conduct, failure to attain or maintain a

satisfactory work standard or any misconduct by an employee will be regarded as a
disciplinary or capability matter. Your immediate superior will normally deal with
minor disciplinary matters. The procedure for more serious offences including major
misconduct shall be as set out under the Code of Conduct.

Page 4 of 21
ExlService Philippines Inc.
6/F One E-com, South
Quadrant, One E-com 8. CODE OF CONDUCT
Center, Sunset Avenue, Mall
of Asia Complex You shall abide and be bound by the Company’s Code of Conduct, and the Code of
Phone: (632) 7976 9000 Conduct will form a part of this contract of employment. The Code of Conduct may be
changed at any time at the discretion of the Company and the changed Code of
+63 (33) 328-8300 Conduct shall thereupon bind you. You will also carry out and abide by any
instruction, policy issued by the Company from time to time.
EXLservice.com

9. TERMINATION OF EMPLOYMENT AND RETIREMENT

9.1 After completion of the Probationary period, either the Company or you may at any
time terminate this agreement by giving in writing to you, one month’s notice and a
sum equal to the amount or pro-rated amount of salary which would have accrued to
you during the period or remaining period of notice. The Company reserves the right
to terminate your employment upon just or authorized cause.

The term “just cause” shall include but shall not be limited to the following:

(a) Your serious misconduct or willful disobedience of the lawful orders of the
Company or its representative in connection with your work; gross and habitual
negligence in the performance of your duties; willful or continued failure or refusal to
perform any duties reasonably requested in the course of your employment with the
Company (other than a failure resulting from your disability, as defined in the
Company’s long-term disability plans applicable to you); or

(b) Fraudulent, dishonest or other improper conduct engaged in by you that causes,
or has the potential to cause, harm to the Company, or its business or reputation,
including, without limitation, through serious or persistent violation of any obligation
owed by you under your employment, criminal activity, habitual drunkenness or use of
illegal drugs; commission of a crime or offense by you against the Company or any of its
duly authorized representatives or employees; or

(c) Material breach by you of this agreement including engaging in competitive

activity or in the direct or indirect solicitation of employees in violation of any
applicable contract, agreement, or policy; or a failure by you to give a notice of
resignation as required by any applicable contract, agreement, or policy; or

(d) Other causes analogous to the foregoing.

Your employment may be also terminated during the probationary period if it is

determined that you failed to meet the standards of the Company.

Where the notice of termination states that the termination shall be effective upon and
after lapse of a certain period (“notice period”), you may be required, at the
Company’s sole option, to cease to render all or some of your duties and/or to remain
away from the Company premises and other ExlService Group company or affiliated
company. Your salary and contractual benefits will continue to be provided during
such period. During any such period you agree that you will remain bound by all of
the express and implied obligation arising out of your employment with the Company
including the obligation of good faith.

During the notice period, you will not be allowed to perform services for any other

Page 5 of 21
ExlService Philippines Inc. person, firm, corporation or employer without the prior written authorization of the
6/F One E-com, South Company.
Quadrant, One E-com
Center, Sunset Avenue, Mall It is strictly at the Company’s discretion on whether to allow employees to utilize
of Asia Complex unused annual leave as part of their notice period.
Phone: (632) 7976 9000
Should you wish to resign from your employment with the Company, you shall give
+63 (33) 328-8300 written notice of at least one (1) month before effectively of your resignation. All the
foregoing benefits, obligations, duties and responsibilities during the notice period for
EXLservice.com termination shall also apply to the notice period in case of resignation.

9.2 After notice of termination, you shall cooperate with the Company, as reasonably
requested by the Company, to effect a transition of your responsibilities and ensure
that the Company is aware of all matters being handled by you.

9.3 Upon termination of your employment with the Company for any reason, you shall
promptly return to the Company any keys, credit cards, passes, confidential
documents or material, or other property belonging to the Company, and return all
writings, files, records, correspondence, notebooks, notes and other documents and
things (including any copies thereof) containing Confidential Information or relating
to the business or proposed business of the Company or its subsidiaries or affiliates.
The Company reserves the right not to relieve you of your employment in the event
that all the Company’s documents / property / Confidential Information in your
custody have not been properly handed over by you to an authorized representative
of the Company.

9.4 The Company reserves the right during any period of notice to exclude you from the
premises of the Company, or to require you to carry out specified duties at premises
other than those referred to in paragraph 3.1 above, or to carry out no duties, and to
instruct you not to communicate with clients, employees, agents or representatives of
the Company until your employment has been terminated, provided that you will
continue to be paid and to enjoy normal contractual benefits during any such period.
You will not be entitled to engage in any other employment, work or business during
the notice period.

9.5 You may retire upon reaching the age of 60 or more, but not more than 65, provided
that you have worked in the Company for at least 5 years.

9.6 In addition to all the rights of the Company provided for in this agreement and under
law, the Company may terminate your employment on any of the following grounds:

(i) Breach by you of any of the terms of this agreement;

(ii) Violation of any clauses of the Company’s Code of Conduct as referenced in

clause 8 hereinabove, and other company policies which are in effect as of Your joining
date and those which will be implemented thereafter;

(iii) Inability to perform your duties for medical reasons upon certification by a
competent public health authority that your illness or disease is of such a nature or
stage that it cannot be cured within a period of six months even with proper medical
treatment;

Page 6 of 21
ExlService Philippines Inc. (iv) Physical or mental incapacitation to perform your duties upon certification by a
6/F One E-com, South competent public health authority that such incapacity is of such a nature or stage that
Quadrant, One E-com it cannot be cured within a period of six months even with proper medical treatment;
Center, Sunset Avenue, Mall
of Asia Complex (v) Any misrepresentation by you to the Company, whether made orally or in
Phone: (632) 7976 9000 writing and whether expressly or by conduct, and whether at the time of appointment
or prior or subsequent thereto;
+63 (33) 328-8300
(vi) Commission of any act detrimental to the interests of the Company;
EXLservice.com
(vii) Commission of any act of moral turpitude;

(viii) Serious misconduct under the Progressive Disciplinary Policy, Code of Conduct,
as well as the Labor Code of the Philippines, as amended;

(ix) Conviction in any court of law for the commission of any crime; or

(x) Failure or refusal to go through and complete pre-employment examination and

requirements, and failure to pass and clear said pre-employment medical examination
before the start date.
(xi) Failure to clear Background Check Verification.
(xii) Breach of Information Security Guidelines

10. OTHERS

10.1 You will be bound by the Code of Conduct of the Company and all other rules,
regulations, instructions, policies and orders issued by the Company from time to
time, in relation to your conduct, discipline and service conditions such as leave,
medical, retirement, etc. as if these Code of Conduct, rules, regulations, instruction,
policies etc. were part of this agreement.

10.2 The Company, at its sole discretion, may provide, at work locations, certain
medical, health and recreational facilities like Gymnasium, Medical Room, Children’s
Room, Siesta, Lounge or cafeteria. The use of any such facilities shall be entirely
optional and you shall observe all necessary precautions and other safeguards like
prior medical advice from your doctor and the Company shall not be responsible for
any sickness or injury or any other loss or damage due to use of such facilities by you
and in the event of any action by anyone, you will keep us harmless and fully
indemnified for any such costs, penalties, losses or damages etc.

10.3 You shall inform the Company as soon as possible about any change in your
residential address or your civil status.

The provisions of this agreement shall be construed and governed in accordance with
the laws of the Philippines.

You understand that this letter agreement merges, integrates and supersedes all prior
and contemporaneous discussions, agreements and understandings between you and
the Company or any representative of the Company, whether written or oral, with
respect to the matters contained in this Agreement.

Kindly sign and return the duplicate copy of this letter, as a token of your acceptance

Page 7 of 21
ExlService Philippines Inc. of the terms and conditions set out herein. Also, please initial each page of the letter.
6/F One E-com, South
Quadrant, One E-com Please note that by signing this letter agreement, you have agreed to accept the
Center, Sunset Avenue, Mall employment with the Company on the terms and conditions set out herein. Upon
of Asia Complex your signature and return to us, this offer letter will be treated as an employment
Phone: (632) 7976 9000 agreement and the terms and conditions of this agreement shall govern your
employment with the Company.
+63 (33) 328-8300
This offer shall automatically stand revoked in the event of your not joining the
EXLservice.com Company on or before the date mentioned in this employment offer and agreement.

It is a pleasure to welcome you as a member of ExlService Philippines, Inc. We are

confident that your employment with the Company will prove mutually beneficial &
rewarding, and we look forward to having you join us.

Yours truly,
for ExlService Philippines, Inc.

Rey B. Trimidal
Recruitment Manager

I accept the offer on the terms and conditions as described in this letter.

_______________________________
Carmela Bay
24-Apr-2023

Page 8 of 21
ExlService Philippines Inc.
6/F One E-com, South
Quadrant, One E-com
Center, Sunset Avenue, Mall Appendix 1
of Asia Complex
Phone: (632) 7976 9000
COMPENSATION & BENEFITS
+63 (33) 328-8300 You shall be eligible for the following:

EXLservice.com A) Base Salary: 216,000.00 per annum

B) Rice Allowance: 18,000.00 per annum

C) Meal Allowance: 5,496.00 per annum

D) Laundry Allowance: 3,600.00 per annum

E) Uniform Allowance: 5,004.00 per annum

F) Guaranteed 13th Month Bonus: One month salary to be paid as per the policy

Company Benefit
PHP250,000 Annual Benefit Limit Availment:

- Premium-based Family Shared Benefit Principal: 90 working days

Medical
from Start Date
Benefit
Cost Sharing: PHP 390.00 per pay-out per dependent
Dependents: Upon
-Hospital-based w/ pre-existing illness coverage for up to 3 dependents
Regularization”
-15 days - Limit of carry
forward of unutilized leave.
Earned VL can only be used
Vacation Leave 15 days (accruals at the rate of 1.25/month) upon regularization.
-Maximum of 15days unused
leaves - convertible to cash
upon separation.
-5 days - Limit of carry
forward of unutilized leave.
Sick Leave 15 days (accruals at the rate of 1.25/month) Earned SL can only be used
upon regularization.
-Non-convertible to cash.
Family is defined as parents,
Compassionate Leave 2 days – for death of immediate family member
spouse, children, siblings and

Page 9 of 21
 parents-in-law (probationary
ExlService Philippines Inc.
and regular employee)
6/F One E-com, South
Quadrant, One E-com
-105 days for Married women (Normal / Caesarian)
Center, Sunset Avenue, Mall Additional 30 days of unpaid leave is offered if you wish to
of Asia Complex extend your maternity leave
Phone: (632) 7976 9000 120 days for Single/Unmarried women (Normal/Caesarian)
-60 days for Married/Single women (miscarriage/emergency -Applicable for female
+63 (33) 328-8300 termination of pregnancy) employees only
Maternity Leave
-Up to 7 days of paid leave(taken from your 105 or 120 days) -(probationary and regular
EXLservice.com can be allocated to the father of your child, whether you’re employee)
married to him or not, so he can help you care for your baby.
-In case the father is not available, a relative within the 4th
degree of consanguinity or the current partner sharing the same
household with the mother can be chosen as alternate caregiver.
-Granted to legally married
male employees
Paternity Leave 7 days
-(probationary and regular
employee)
-Solo parent card is needed
Solo Parent Leave 7 days prior to availment
-(regular employee)
Others

-P50,000.00 - Caesarian delivery

In addition to SSS Maternity
Maternity Rider -P30,000.00 - Miscarriage
benefit
-P30,000.00 - Normal delivery
If rendered shift falls between
Night Differential 10%
the hours of 10PM to 6AM

Pay for Performance Based on Individual Performance metrics and target driven.

- The Company practices a 40-hour work week for all staff and management employees.
- 9 hour shift with a total of one (1) hour unpaid break.
*The amount of the Complexity allowance varies for each account/process, depending
on the complexity level of the account/process. In the event that you are transferred
to another account/process, upon your own initiative or that of the Company, you will
receive the corresponding Complexity allowance for the account/process where you
will transfer or be transferred.

NON-COMPETITION, NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT

This, Non-Competition, Non-Solicitation and Confidentiality Agreement (the

“Agreement”) is made between Carmela Bay (“You” or “Your”) and ExlService
Philippines, Inc., a corporation, duly organized and existing under and by virtue of
Philippine laws, with its principal office located at the 6th Floor, One E-com Center,
Harbor Drive, Mall of Asia Complex, Pasay City 1308, Philippines, and its parent,
subsidiaries and affiliates (collectively, “ExlService” or the “Company”). Capitalized
terms that are used herein are defined in Section 7 below.

Both parties hereby agree as follows:

1. Consideration.

Page 10 of 21
ExlService Philippines Inc. In consideration of Your execution of this Agreement, You shall be eligible to be
6/F One E-com, South an employee of the Company, and shall receive compensation as set forth in another
Quadrant, One E-com document executed herewith, provided that You satisfy all other terms and conditions
Center, Sunset Avenue, Mall of Your employment or engagement. You also will be given access to confidential and
of Asia Complex sensitive information of the Company, in the Company’s sole discretion. You hereby
Phone: (632) 7976 9000 acknowledge the sufficiency of this consideration.

+63 (33) 328-8300 2. Confidential Information and Trade Secrets.

EXLservice.com
a. Access to Confidential Information and Trade Secrets. You understand and
acknowledge that as an employee of the Company, You will learn or have access to, or
may assist in the development of, highly confidential and sensitive information and
trade secrets about the Company, its operations and its clients. Such Confidential
Information and Trade Secrets include but are not limited to: (i) financial and business
information relating to the Company, such as information with respect to costs,
commissions, fees, profits, sales, markets, mailing lists, strategies and plans for future
business, new business, product or other development, potential acquisitions or
divestitures, and new marketing ideas; (ii) product and technical information relating
to the Company, such as product and service formulations, new and innovative product
and service ideas, methods, procedures, devices, machines, equipment, data processing
programs, software, software codes, computer models, and research and development
projects; (iii) client information, such as the identity of the Company’s clients, the
names of representatives of the Company’s clients responsible for entering into
contracts with the Company, the amounts paid by such clients to the Company, specific
client needs and requirements; (iv) information regarding prospective clients, such as
the identity of prospective clients, the names of representatives of the prospective
clients responsible for entering into contracts with the Company, the amounts
proposed to paid by such prospective clients to the Company, specific needs and
requirements of such prospective clients; (v) personnel information, such as the
identity and number of the Company’s other employees, their salaries, bonuses,
benefits, skills, qualifications, and abilities; (vi) any and all information in whatever
form relating to any client or prospective client of the Company, including without
limitation its business, employees, operations, systems, assets, liabilities, finances,
products, and marketing, selling and operating practices; (vii) any information which
You know or should know is subject to a restriction on disclosure or which You know
or should know is considered by the Company or the Company’s clients or prospective
clients to be confidential, sensitive, proprietary, a trade secret or is not readily available
to the public; and (viii) intellectual property, including inventions and copyrightable
works. Confidential Information and Trade Secrets are not generally known or
available to the general public, but have been developed, compiled or acquired by the
Company at its great effort and expense. “Trade Secrets” are items of Confidential
Information which meet the definition of trade secrets under applicable law.
Confidential Information and Trade Secrets can be in any form: oral, written or machine
readable, including electronic files, and stored in any media whatsoever or the unaided
human memory.

b. Non-Disclosure of Confidential Information and Trade Secrets. You

acknowledge and agree that the Company is engaged in a highly competitive business
and that its competitive position depends upon its ability to maintain the
confidentiality of the Confidential Information and Trade Secrets which were
developed, compiled and acquired by the Company at its great effort and expense. You
further acknowledge and agree that any disclosing, divulging, revealing, or using of any
of the Confidential Information and Trade Secrets, other than in connection with the
Company’s business or as specifically authorized by the Company, will be highly
detrimental to the Company and cause it to suffer serious loss of business and
pecuniary damage. Accordingly, You agree that during Your employment with the

Page 11 of 21
ExlService Philippines Inc. Company and following the termination of such employment for any reason, You shall
6/F One E-com, South not directly or indirectly divulge or make use of any Confidential Information outside of
Quadrant, One E-com Your employment with the Company (so long as the information remains confidential)
Center, Sunset Avenue, Mall without the prior written consent of an authorized representative of the Company. You
of Asia Complex shall not directly or indirectly misappropriate, divulge, or make use of Trade Secrets for
Phone: (632) 7976 9000 an indefinite period of time, so long as the information remains a Trade Secret as
defined under any applicable trade secrets or other applicable law. You also agree at all
+63 (33) 328-8300 times to exercise discretion in discussing with others the affairs of clients, including
avoiding unnecessary identification of names, places, and other specifics, and to take
EXLservice.com reasonable precautions to make sure that such discussions cannot be overheard and
electronic communications cannot be intercepted either by client’s employees or
outside persons.

c. Notification of Inquiry Regarding Agreement. You further agree that if You are
questioned about information subject to this Agreement by any person or entity not
authorized to receive such information, You will notify the Company within twenty-
four (24) hours.

d. Material Non-Public Information. You acknowledge and agree that the

Company is a public company and that you may receive or have access to material non-
public information that is restricted from use and disclosure by federal and state
statutes and laws. You agree that other than to benefit the Company in compliance
with applicable laws, You will not use for any purposes any “insider information” that
may come to Your attention in connection with Your employment with the Company
and that You will not disclose such information to anyone outside or the inside the
Company who is not an authorized recipient with a need to know such information.
The term “use” includes, but is not limited to, purchase or sale of securities influenced
by such inside information.

e. Return of Confidential Information and Company Property. You agree

to return all Confidential Information and/or Trade Secrets immediately upon
termination of your employment for any reason and at any time requested by the
Company. To the extent that You maintain Confidential Information and/or Trade
Secrets in electronic form on any computers or other electronic devices owned by You,
You agree to immediately and irretrievably delete all such information, and certify the
deletion of such material. You also agree to return all property in Your possession at
the time of the termination of the employment with the Company, including without
limitation all documents, records, electronic recordings, and other media of every kind
and description relating to the Business of the Company and its Clients, Prospective
Clients and/or Vendors, and any copies, in whole or in part, whether or not prepared by
You, all of which shall remain the sole and exclusive property of the Company. You
further agree upon termination of your employment for any reason to execute and
provide the information set forth in the Termination Certification attached hereto as
Exhibit C. In addition, upon request of the Company, You shall provide a copy of this
Agreement to any subsequent employer.

3. Non-Competition.

a. You acknowledge and agree that the Company is engaged in a highly

competitive business and that by virtue of Your position and responsibilities with the
Company, Your use of the Confidential Information and Trade Secrets to engage in any
business which is competitive with the Company will cause the Company great and
irreparable harm.

Page 12 of 21
ExlService Philippines Inc. b. Accordingly, You covenant and hereby agree that, during the term of
6/F One E-com, South Your employment with the Company and for twelve (12) months after the termination
Quadrant, One E-com thereof, regardless of the reason for the employment termination, You will not, directly
Center, Sunset Avenue, Mall or indirectly, perform the same or similar job duties for, or own, manage, operate, join,
of Asia Complex perform services for, be employed by, consult for, contract with, invest in or be an agent
Phone: (632) 7976 9000 for any firm, partnership, joint venture, corporation and/or any other entity and/or
person that provides outsourcing, transformation, decision analytics and consulting
+63 (33) 328-8300 services, including without limitation the entities or subdivisions listed on Exhibit A
hereto, and their successors. In recognition of the international nature of the
EXLservice.com Company’s business, service delivery locations and clientele, which includes the sale of
its products and services globally, this restriction shall apply in the Philippines, and in
other countries where EXL has service delivery locations. (Notwithstanding the
foregoing, You may own solely as a passive investor up to one percent (1%) of the
equity securities of any company that has a class of securities that are publicly traded,
regardless of its relationship with the Company.) You hereby acknowledge and agree
that the foregoing restriction is reasonable given Your position with the Company and
Your access to substantial Confidential Information of the Company and the Company’s
clients, prospective clients and vendors (as such terms are explained in the paragraph
below).

4. Non-Solicitation of Clients, Prospective Clients and Vendors.

a. You acknowledge and agree that solely by reason of employment by the

Company and in reliance on your execution of this Agreement, You have and will come
into contact with a significant number of the Company’s clients, prospective clients and
vendors and will have access Confidential Information and Trade Secrets relating to the
Company’s clients, prospective clients and vendors, and related information.

b. Accordingly, You covenant and hereby agree that during the term of
Your employment with the Company and for twelve (12) months after the termination
thereof, regardless of the reason for the employment termination, You will not directly
or indirectly, on behalf of Yourself or others, solicit, service or accept any outsourcing,
transformation, decision analytics and consulting business or services from, or make
any statements or otherwise act in a manner that is likely to reduce the scope of the
Company’s business relationship with, any of the Company’s Clients, Prospective
Clients or Vendors with which you had contact and/or about which You know or
received Confidential Information during the last two (2) years of Your employment
with the Company.

c. For purposes of this Agreement, the term “contact” means personal

contact (or the supervisor of those who have direct personal contact) at Clients,
Prospective Clients or Vendors who You contact in an effort to initiate or further a
business relationship between the Company and such Clients, Prospective Clients or
Vendors; “clients” means any firm, partnership, corporation and/or any other entity
and/or person that engages the Company to provide services or products; “prospective
clients” means any firm, partnership, corporation and/or any other entity and/or
person reasonably expected by the Company to become a client or that has been
targeted in writing by the Company as a prospective client (including without limitation
through identification in pipeline or other management information reports or
databases); and “vendors” means any individual and/or entity that provides goods and
services to the Company, licenses software to the Company, or is a strategic partner of
the Company.

5. Non-Solicitation of Employees.

Page 13 of 21
ExlService Philippines Inc.
6/F One E-com, South a. You acknowledge and agree that solely as a result of employment with
Quadrant, One E-com the Company, and in light of the broad responsibilities of such employment which
Center, Sunset Avenue, Mall include working with other employees of the Company, You have and will come into
of Asia Complex contact with and acquire confidential information and trade secrets regarding the
Phone: (632) 7976 9000 Company’s other employees.

+63 (33) 328-8300 b. Accordingly, You covenant and hereby agree that during the term of
Your employment with the Company and for twelve (12) months after the termination
EXLservice.com thereof, regardless of the reason for Your employment termination, You will not
directly or indirectly, or on behalf of any other party, solicit any person who is, or
during the prior six (6) months prior to Your termination from the Company was, an
employee or independent contractor of the Company and with whom You had contact
or supervised or about whom You had or have Confidential Information, to terminate
or diminish his or her employment relationship or engagement with the Company.

c. For purposes of this Agreement, any public advertising of employment

opportunities (including the use of employment agencies) not specifically targeted at
employees of the Company will not be a breach of this covenant; and “solicit” includes
without limitation recruiting, soliciting or inducing, or attempts to recruit, solicit or
induce, including without limitation through use of Facebook, LinkedIn and similar
forms of social media, or through providing advice or non-public information to a new
employer, headhunter or other third party.

6. Performance of Duties.

You agree to faithfully perform the duties assigned to You and will not engage
in any other employment or business activity while employed by the Company that
might interfere with Your full-time performance of Your duties for the Company or
cause a conflict of interest. You agree to abide by all of the Company’s policies and
procedures, which may be amended from time to time by the Company in its sole
discretion.

7. Corporate Opportunities.

You covenant and hereby agree that any opportunities related to the business
of the Company (outsourcing, transformation, decision analytics and consulting
services) of which You become aware during the term of Your employment shall belong
solely and exclusively to the Company.

8. Reasonableness of Restrictions.

You agree and hereby acknowledge that: (a) the provisions in this Agreement
do not impose a greater restraint than is necessary to protect the goodwill and
legitimate business interests of the Company; (b) such provisions contain reasonable
limitations as to time and scope of activity to be restrained; (c) such provisions are not
harmful to the general public; (d) such provisions are not unduly burdensome to You
and will not prevent You from obtaining employment after termination of employment
with the Company; and (e) the consideration provided hereunder is sufficient to
compensate You for the restrictions contained in such provisions. In consideration
thereof and in light of Your education, skills and abilities, You agree that You will not
assert in any forum that such provisions are void or unenforceable or should be held
void or unenforceable.

9. No Prior Obligations.

Page 14 of 21
ExlService Philippines Inc. You hereby represent and warrant that, except as You have disclosed in writing
6/F One E-com, South to the Company in the document attached to this Agreement as Exhibit B, You are not
Quadrant, One E-com bound by the terms of any agreement with any previous employer or other party that
Center, Sunset Avenue, Mall would conflict with Your obligations herein. You specifically represent and warrant
of Asia Complex that Your performance of all the terms of this Agreement does not and will not breach
Phone: (632) 7976 9000 any agreement to keep confidential any information, knowledge or data acquired by
You or disclosed to You in confidence or in trust prior to Your employment with the
+63 (33) 328-8300 Company, and that You will not disclose to or induce use by the Company or its
employees or agents of any confidential or proprietary information or material
EXLservice.com belonging to any previous employer or other party. You shall indemnify, hold harmless
and, at the Company’s option, defend the Company from any cost, expenses, claim,
damages, judgment or liability, including without limitation reasonable attorneys’ fees
and disbursements, incurred by the Company arising from a breach of the
representations contained in this Section.

10. Inventions.

a. Inventions shall be the exclusive property of the Company as against

You and Your successors, heirs and/or assigns. You hereby agree that any such
Inventions shall be considered “works made for hire” under United States or any other
applicable law. In the event that any such Inventions are not deemed to be owned by
the Company, You hereby irrevocably assign to the Company Your entire right, title and
interest therein, in the United States, India or anywhere in the world, including without
limitation any patent, trademark, trade secret, copyright, moral right or other
proprietary right therein. Any assignment of copyright hereunder includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be known
as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent that such
Moral Rights cannot be assigned under applicable law and to the extent allowed by
applicable law, You hereby waive any such Moral Rights and consent to any action of
the Company which might violate such Moral Rights absent the consent provided
herein.

b. You shall promptly deliver to the Company all current or contemplated

Inventions, including without limitation all papers, drawings, models, data and other
material relating to any of the foregoing Inventions conceived, made, developed,
created or reduced to practice by You, individually or jointly with others, whether
during working time or after hours during Your employment with the Company. You
shall, upon the Company’s request and at its expense, execute any documents necessary
or advisable in the opinion of the Company’s counsel to assign to the Company and
confirm the Company’s title, assignment and/or right to use any Inventions and to
direct issuance of patents or copyrights (in the United States, India or any other
country) in such Inventions to the Company; to ensure that such Inventions are the
Company’s exclusive property as against You and Your successors, heirs and/or
assigns; or to vest in the Company title to such Inventions as against You and Your
successors, heirs and/or assigns. You will cooperate as reasonably requested by the
Company (at the Company’s expense if such cooperation is required after the
termination of Your employment) in providing any information or completing any
documentation in order for the Company to apply for any patents or provide
information requested in connection with any patent application submitted by the
Company.

c. In the event the Company is unable to obtain Your signature on any

document necessary to apply for, prosecute, obtain or enforce any patent, copyright or
other right to protect any Inventions, due to your unavailability for any cause
recognized under the applicable law, You hereby irrevocably designate and appoint the
Company and each of its duly authorized officers and agents as Your agent and

Page 15 of 21
ExlService Philippines Inc. attorney-in-fact, coupled with an interest, to act for and on Your behalf to execute and
6/F One E-com, South file any such document and to do all other lawfully permitted acts to further the
Quadrant, One E-com prosecution, issuance and enforcement of patents, copyrights, or other rights or
Center, Sunset Avenue, Mall protections with the same force and effect as if executed and delivered by You.
of Asia Complex
Phone: (632) 7976 9000 d. “Inventions” means any and all inventions, discoveries, developments,
methods, processes, compositions, works, supplier and customer lists (including
+63 (33) 328-8300 information relating to the generation and updating thereof), concepts, and ideas
(whether or not patentable or copyrightable) conceived, made, developed, created, or
EXLservice.com reduced to practice by You (whether at the request or suggestion of the Company or
otherwise, whether alone or in conjunction with others, and whether during regular
hours of work or otherwise) during Your employment, which may be directly or
indirectly useful in, or related to, the Business of the Company or any business or
products contemplated by the Company while You are an employee, contractor, officer
or director of the Company. Any inventions or creations which You claim to have
developed prior to Your employment with the Company must be disclosed on Exhibit B
hereto.

11. Enforcement. You acknowledge and agree that compliance with the covenants
set forth in this Agreement is necessary to protect the Confidential Information and
Trade Secrets, business and goodwill of the Company, and that any breach of this
Agreement will result in irreparable and continuing harm to the Company, for which
money damages may not provide adequate relief. Accordingly, in the event of any
breach or anticipatory breach of this Agreement by You, or Your claim in a declaratory
judgment action that all or part of this Agreement is unenforceable, the parties agree
that the Company shall be entitled to the following particular forms of relief as a result
of such breach, in addition to any remedies otherwise available to it at law or equity: (a)
injunctions, both preliminary and permanent, enjoining or restraining such breach or
anticipatory breach, and You hereby consent to the issuance thereof forthwith and
without bond by any court of competent jurisdiction; and (b) recovery of all reasonable
sums and costs, including attorneys’ fees, incurred by the Company to defend or
enforce the provisions of this Agreement. Additionally, the restrictive periods set forth
in this Agreement shall not expire and shall be tolled during any period in which You
are in violation of such restrictive periods, and therefore such restrictive periods shall
be extended for a periods equal to the durations of Your violations thereof.

12. Governing Law and Venue. The parties hereby agree and acknowledge that all
provisions of this Agreement shall be governed by and construed in accordance with
the laws of the Philippines, exclusively and without reference to conflict of laws
principles. The parties hereby agree that any action or proceeding with respect to this
Agreement and your employment shall be brought exclusively in a court of competent
jurisdiction sitting in the courts of Pasay City, Philippines, and the parties hereby agree
to the personal jurisdiction thereof and irrevocably waive any objection they may now
or hereafter have to venue of any such action in such court.

13. Entire Agreement. This Agreement, including all exhibits hereto, supersedes
all prior agreements, written or oral, between You and the Company relating to the
subject matter of this Agreement. This Agreement may not be modified, changed or
discharged in whole or in part, except by an agreement in writing signed by You and a
duly authorized representative of the Company. You agree that any change in Your
duties, salary or compensation after the signing of this Agreement shall not affect the
validity or scope of this Agreement.

14. Severability. The Parties agree they have attempted to limit the scope of the
post-employment restrictions contained herein to the extent necessary to protect the
Company’s Confidential Information and Trade Secrets, client relationships and good
will. It is the desire and intent of the parties that the provisions of this Agreement shall

Page 16 of 21
ExlService Philippines Inc. be enforced to the fullest extent permissible under applicable laws and public policies.
6/F One E-com, South You agree that the provisions of this Agreement shall be enforced to the fullest extent
Quadrant, One E-com permissible under applicable laws and public policies. Accordingly, if any term or
Center, Sunset Avenue, Mall provision of this Agreement or any portion thereof is declared illegal or unenforceable
of Asia Complex by any court of competent jurisdiction, such provision or portion thereof shall be
Phone: (632) 7976 9000 deemed modified so as to render it enforceable, and to the extent such provision or
portion thereof cannot be rendered enforceable, this Agreement shall be considered
+63 (33) 328-8300 divisible as to such provision which shall become null and void, leaving the remainder
of this Agreement in full force and effect.
EXLservice.com
15. Binding Nature. This Agreement will be binding upon Your heirs, executors
and administrators and will inure to the benefit of the Company and its successors and
assigns. You expressly consent to be bound by the provisions of this Agreement for the
benefit of the Company or any subsidiary or affiliate thereof to whose employ You may
be transferred without the necessity that this Agreement be re-signed at the time of
such transfer.

16. No Waiver. No delay or omission by the Company in exercising any right under
this Agreement will operate as a waiver of that or any other right. A waiver or consent
given by the Company on any one occasion or with any other employee is effective only
in that instance and will not be construed as a bar to or waiver of any right on any other
occasion or with You.

17. Counterparts. This Agreement may be executed in separate counterparts

which, taken together, shall be deemed to be a single instrument. Such counterparts
may be transmitted by facsimile or as scanned copies sent by email.

[Signature Page Follows]

Page 17 of 21
ExlService Philippines Inc. You represent and warrant that You have entered into this Agreement
6/F One E-com, South voluntarily and that You have carefully read and understand the provisions of
Quadrant, One E-com this Agreement. You hereby acknowledge that You understand that You have the
Center, Sunset Avenue, Mall right to seek independent legal advice at Your expense to explain provisions of
of Asia Complex this Agreement. Nothing contained in this Agreement creates a contractual right
Phone: (632) 7976 9000 to a continued employment for a definite term.

+63 (33) 328-8300

[EMPLOYEE]
EXLservice.com
By: ______________________________________
Name: Carmela Bay
Date: 24-Apr-2023

EXLSERVICE PHILIPPINES, INC.

By: ________________________________________
Nam: Rey B. Trimidal
Title: Recruitment Manager
Date: 24-Apr-2023

Page 18 of 21
ExlService Philippines Inc. Exhibit A
6/F One E-com, South
Quadrant, One E-com
List of Competitors
Center, Sunset Avenue, Mall
of Asia Complex
Phone: (632) 7976 9000 In any position at the following companies or their parents, affiliates, subsidiaries or
successors:
+63 (33) 328-8300
• Genpact
EXLservice.com
• WNS

In the business process outsourcing division of the following companies or their

successors:

• Accenture
• Alorica
• Amex Leisure
• Cognizant
• Concentrix
• Cx Loyalty (former known as Affinion)
• Firstsource
• HCL
• Hopper
• IBM
• Infosys/HP
• MicroSourcing
• QBE
• Sitel
• Sutherland Group
• Sykes
• Teleperformance
• Teletech
• UHG
• Wipro

Page 19 of 21
ExlService Philippines Inc.
6/F One E-com, South
Quadrant, One E-com
Center, Sunset Avenue, Mall
of Asia Complex
Phone: (632) 7976 9000 Exhibit B
+63 (33) 328-8300
Prior Inventions and Agreements
EXLservice.com
I hereby claim that the following inventions were invented, conceived, reduced
to practice or otherwise created by me, either jointly or with others, prior to the
beginning of my employment with the Company: ____________________________________

I agree not to incorporate any of the foregoing materials into any work, products or
inventions that I create or use for the Company without obtaining consent from the
General Counsel of the Company. To the extent that I do incorporate such materials, I
hereby grant to the Company a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to grant and authorize sublicenses) to make, have
made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare
derivative works of, display, perform publicly and by means of digital audio
transmission and otherwise exploit such materials as part of or in connection with any
product, service, process or machine.

I further disclose that I am bound by the following agreements with my prior

employer’s _______________________________, and that I have provided accurate and complete
copies of all such agreements along with the executed Agreement and this exhibit.

Page 20 of 21
ExlService Philippines Inc. Exhibit C
6/F One E-com, South
Quadrant, One E-com Termination Certification
Center, Sunset Avenue, Mall
of Asia Complex
Phone: (632) 7976 9000
This is to certify that I do not have in my possession, nor have I failed to return,
+63 (33) 328-8300 any Confidential Information (as defined in my confidentiality or non-disclosure
agreement with the Company (the “Agreement”) or copies of such information in
EXLservice.com electronic or any other form, or any other non-confidential documents, materials,
equipment or other property belonging to the Company. Upon request, I will make any
personal devices used for company correspondence available for inspection to ensure
that no company confidential information is retained on such devices.

I further certify that I have complied with and will continue to comply with all of
the terms of the Agreement, including the reporting and provision of any information
or documentation regarding any Inventions (as defined in the Agreement) conceived or
made by me that are covered by the Agreement.

I further agree that, in compliance with the Agreement, I will preserve as

confidential and not use any Confidential Information (as defined in the Agreement),
Inventions or other information that has or could have commercial value or other
utility in the business in which the Company is engaged or in which it contemplates
engaging. I will not participate in the unauthorized disclosure or use of information
that could be detrimental to the interests of the Company, whether or not such
information is identified as Confidential Information by the Company.

Upon termination of my employment with the Company, I will be employed by

____________________________ in _______________________ Division and, to the extent that I know, I
will have the following title or job duties: _______________________________.

___________________________________
[Employee]

Dated: _____________________________

Page 21 of 21