Corporate Office: Plot 82, 5 Floor, Sector 44, Gurugram, Haryana Tel: +91-7048909235 - 122003
Corporate Office: Plot 82, 5 Floor, Sector 44, Gurugram, Haryana Tel: +91-7048909235 - 122003
Corporate Office: Plot 82, 5 Floor, Sector 44, Gurugram, Haryana Tel: +91-7048909235 - 122003
info@clearmydues.comwww.clearmydues.com
UIDN - CSPLA0098
10-May-2021
Employee Code - CMDHR1590
Congratulations!
This is with reference to your offer letter UIDN - CSPLO0098, we are pleased to offer you the position of Credit
Counsellor at our Gurugram office. We believe that you will be a valuable asset to our company and will make
significant contributions to the achievement of our goals. You will report to designated Operations Head, who will
be responsible for your performance reviews and will facilitate in your career development.
The appointment will be effective from 10-May-2021 your employment you would be required to follow the
Employment Policies of Creditas Solutions. The details regarding your Salary and the Terms and Conditions of
employment at Creditas Solutions are enclosed in Annexure A & B. Subject to your performance your employement
will be confirmed upon successful completion of your probation. The other documents that you would be signing
with Creditas Solutions are also enclosed as Annexures.
We thank you for considering Creditas Solutions as a prospective employer and look forward to a long, successful
and pleasant association with you.
Sincerely yours,
Authorized Signatory
I have read and understood the terms and conditions mentioned in this letter and all the enclosed Annexures and
hereby signify my acceptance of the same.
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CIN: U74999DL2014PTC273217
Creditas Solutions Private Limited
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Annexure A
CTC BREAKDOWN
Component "A"
Gratuity - 8,654
Retention 20,000
Insurance premium 4,000
Incentives 3,500 42,000
Total CTC 23,000 3,50,654
* You would be eligible for insurance cover post completion of probation period. *
Performance linked monthly incentive would be payable to you on achievement
of your targets set by the organization.
*Retention bonus of 10,000 would be applicable on completion of 6 months and
another 10,000 after completion of 1 year with the organization.
*The above payout will be subject to income tax regulations.
Red off: G - 85, World Trade Centre Barakhamba Road New Delhi Central Delhi DL 110001 INDIA
CIN: U74999DL2014PTC273217
Creditas Solutions Private Limited
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Annexure B
TERMS OF EMPLOYMENT
Your employment for Creditas Solutions Private Limited (“Company” or “Creditas Solutions”) will be governed by
Company's policies, as modified, from time to time and at Company’s sole discretion, upon notice to you. The
terms and conditions contained herein ("Terms of Employment") must be read in conjunction with Company
policies. Any policy infraction will amount to breach of your terms of employment and may lead to termination of
your services. These Terms of Employment and policies shall be subject to modifications, from time to time, upon
notice to you.
1. Probation
1.1 You shall be on probation for a period of one hundred and eighty are days from the effective start date of your
employment with Company. Company may, in its sole discretion, at any time extend this period of probation for
an additional period up to sixty (60) calendar days upon notice to you.
1.2 Unless otherwise communicated to you by Company, the probation period shall expire one hundred and eighty are days
after your effective start date, unless the probation period is extended up to an additional sixty (60) calendar day
period, in which case, the probation period shall expire after a maximum of one hundred eighty (180) calendar days
after your effective start date.
1.3 Notwithstanding anything contained herein, during your probation period, Company may terminate your
employment upon thirty (30) calendar days’ notice to you or by paying your monthly basic salary in lieu of giving
such notice, with or without cause, and with or without stating any reasons whatsoever.
1.4 If you desire to terminate your employment during the probation period, you shall provide
Company thirty (30) calendar days prior written notice with reasons for such termination. The company may at its
sole discretion choose to waive off the notice period due by you.
2. Employee screening
2.1 You acknowledge and agree that Company has offered you employment based on the specific information and
records furnished by you or on your behalf. You will provide or arrange to provide any information and/or grant
any consent or permission required by Company and/or its agents from time to time to verify any such information
and/or records and/or perform any background and/or reference checks. If, at any time, Company believes, in its
sole discretion, that there is a discrepancy or inaccuracy in or with respect to any information furnished by
you or on your behalf, including any information, documents or certificates provided as a proof of your
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Creditas Solutions Private Limited
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qualifications and experience, or if you fail to cooperate with Company and/or its agents in conducting such
verification and/or background and/or reference checks, Company may, in its sole discretion, elect to terminate
or suspend your employment immediately.
3. Duties
3.1 The roles, responsibilities and duties appropriate to your designation or your employment, will be specified by
Company from time to time. Company may at any time, in its sole discretion, upon notice to you, alter or otherwise
modify these roles, responsibilities and duties. Further, at any time, you may be required to provide services,
directly or indirectly, to Company and its affiliates and their employees, contractors and clients.
4. Hours of Work
4.1 A working day shall comprise eight (8) hours, irrespective of shifts, excluding the break for hour.
4.2 You may be required to work on a shift basis. Shifts maybe scheduled across twenty-four (24) hours a day, seven
(7) days a week and three hundred and sixty-five (365) days a year, subject to applicable laws. Company may, at any
time and in its sole discretion, change the shift timings upon notice to you.
4.3 Company may at any time, in its sole discretion, require you to work beyond eight (8) hours a day upon notice
to you.
4.4 Out of business requirement, you may be required to work out of our client’s office/site within India. During
such a deployment you will be required to align your daily working hours and/or regular work week as per the
client’s working norms.
5. Place of Employment
5.1 You acknowledge and agree that you may be assigned, transferred or deputed to offices, departments or units
of Company and/or its affiliates and/or their contractors and clients, whether in India or abroad. In the event of
any such assignment, transfer or deputation, you may be required to consent to and/or agree to certain other
agreements or policies applicable to such an assignment, deputation or transfer.
5.2 In the event of any assignment, transfer or deputation of your services, your salary and other benefits may be
adjusted in accordance with Company’s policies with respect to such an assignment, transfer or deputation.
5.3 Failure to comply with the reassignment/ transfer or deputation will be considered a breach of this employment
contract and would lead to disciplinary action, including but not limited to termination of employment.
6.1 You may be required to travel, whether in or around India or overseas, in connection with your employment
with Company upon short notice to you. While traveling for work, your expenses and costs in connection with such
travel and any other expenses incurred by you during the course of your employment will be reimbursed in
accordance with the current travel and expense policy of Company. You are expected to keep your passport valid at
all times.
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CIN: U74999DL2014PTC273217
Creditas Solutions Private Limited
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7.1 Your compensation will be reviewed and maybe adjusted, depending upon various factors, including your
performance during the preceding performance period.
7.2 Unless otherwise provided by Company, your salary shall be paid in monthly installments and in arrears. The
total amount issued will be your salary less any statutory, standard, permissible or elected deductions or set-offs
applicable to your employment.
7.3 In addition to your salary, you may receive other benefits, as applicable under the Company’s benefits or similar
policies. Company may, upon notice to you, at any time and in its sole discretion amend, suspend, vary and modify
any of the terms and conditions of these benefits and/or policies. The compensation and/or benefits offered to you
by the Company may be pro-rated depending on your effective start or effective termination date.
8.1 Company will provide you coverage under the health policies as is available pursuant to Company's benefits
policies. Filling nomination forms and completing related nomination formalities for various statutory and other
benefits is a mandatory Company process. You agree to comply with the process and adhere to the timelines as
communicated at the time of joining or anytime during your employment with the Company.
8.2 Under applicable laws, you may be able to participate in schemes sponsored by the Government of India and
any relevant state governments. On being covered under any of these schemes, Company may, at any time and in
its sole discretion, deduct from your salary, upon notice to you, portion of any contributions payable by you under
the schemes.
9. Leave Policy
9.1Company’s leave policy shall apply to your employment and may be modified by Company at any time, in its sole
discretion, upon notice to you.
10. Termination
(b) Upon failure to clear the training assessments held during the first thirty (30) calendar days of the probation
period. The company is not liable to provide any notice or salary in lieu in such circumstance.
(c) Upon Company giving you thirty (30) calendar days’ notice of termination for any reason, with or without cause;
Company may, in its sole discretion, terminate your employment immediately by paying your monthly gross
salary in lieu of giving you such notice; and/or
(d) Upon Company’s notice to you, if you are in breach of any of the terms contained herein or any of the
Company’s policies and you have failed to cure such breach (to the required standards of the company) within a
maximum of thirty (30) calendar days of notice of such breach
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CIN: U74999DL2014PTC273217
Creditas Solutions Private Limited
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10.2 Company may terminate your employment immediately, with or without notice, on the occurrence of:
(a) Embezzlement, intoxication or illegal drug abuse, unauthorized absence from work, unauthorized disclosure or
misuse or attempted unauthorized disclosure or misuse of the Company’s Confidential Information, gross
insubordination, or receipt or attempted receipt of any impermissible rebate, kickback or other similar remuneration
or consideration in connection with any potential or existing opportunity for the Company and its affiliates and their
employees, contractors and clients;
(b) Engaging in misconduct (willful, intentional or otherwise) during or in connection with the performance of
your obligations hereunder or being arrested, charged or convicted in a criminal proceeding or similar proceeding
that involves a matter which Company believes, in its sole discretion, may affect the performance of your obligations
hereunder, may affect the Company and/or its affiliates and their employees, contractors and/or clients or may
otherwise bring the Company and/or its affiliates and their employees, contractors and/or clients any disrepute,
whether or not such matter is directly related to the affairs of the Company and/or its affiliates and their
employees, contractors or clients; and/or
10.3 You may at any time terminate your employment by giving the Company Thirty (30) calendar days prior written
notice. Upon you providing such notice, approval of any request for early release and/or any kind of waiver will be
granted at the sole discretion of the Company and will be subject to terms and conditions of the Company,
including and not limiting to the recovery in lieu of notice period not served.
11.1 Upon termination or expiration of your employment, for any reason, or as otherwise requested by Company,
you will return to the Company:
11.1.1 Any property belonging to the Company, that is in your possession, custody or control, including but not
limited to laptop computer, software, mobile phone, identity card, access card and other devices with details of any
passwords or user ids installed therein; and
11.1.2 All Confidential Information and any Work Product, including any documents and information, and
any other documents or any written or machine readable material relating to the business and affairs of the
Company or third parties that you have obtained access to by virtue of your employment with the Company, of
whatever description or in whatever form, tangible or intangible, in your possession, , custody or control together
with copies, notes or summaries of such documents and your own working papers which are derived of or based on
such documents or work product.
11.2. After termination or expiration of your employment, you shall not make any representations to any third
person, entity or corporation for or on behalf of the Company, including use of the name of the Company or the
logo of the Company.
You shall also inform all concerned parties, as well as update all your professional references or social media
accounts, including but not limited to your LinkedIn and Facebook profile, to reflect that you are no longer
associated with the Company in any capacity whatsoever
Red off: G - 85, World Trade Centre Barakhamba Road New Delhi Central Delhi DL 110001 INDIA
CIN: U74999DL2014PTC273217
Creditas Solutions Private Limited
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11.3. During your employment, and thereafter, you shall not make any adverse written or oral statement or take any action,
directly or indirectly, which you know or reasonably should know to be disparaging or negative concerning the
Company publicly (including on any form of social media) or otherwise, except as allowed or required by law. You
shall also refrain from suggesting to anyone that any written or oral statements be made which you know or
reasonably should know to be disparaging or negative concerning the Company, or from urging or influencing any
person to make any such statement.
11.4. Upon termination or expiration of your employment, for any reason, amounts due or payable, from, or to you
by the Company shall be settled in full and an acknowledgment of such settlement shall be recorded in writing.
11.5. Upon termination or expiration of your employment, for any reason, Company shall be entitled to, at its sole
discretion, pursue any remedy available in law or in contract to ensure settlement of any amounts owed by you
hereunder, including costs and expenses incurred towards your training.
11.6. Any termination of employment or these Terms of Employment by Company shall be without any further
liability of Company and its affiliates and their employees, contractors or clients to you or to your successors-
ininterest or assigns.
11.7. Company, in cases of data theft, failure to return company property and/or compromise of company
confidential information, or any other violation of your obligations under this clause 11, non-settlement of
monetary dues, by the employee, shall be entitled to, at its sole discretion, withhold the relieving letter and all
other documents regarding your employment hereunder.
12.1. Other than general notices, which may be intimated by e-mail, general notice, announcement on the Company’s web
site, bulletin e-mail, bulletin boards and other similar postings, notices will be provided to you in person, by email
or by post at the address given by you at the time of your employment or such other address as may be intimated
by you to the management thereafter.
13. Confidentiality
13.1. You agree, as part of your employment hereunder, you will have access, directly or indirectly, to certain Confidential
Information of Company and its affiliates and their employees, contractors and/or clients and affiliates, customers
of the client. At any time during the term of your employment and after the termination of employment, you agree
to execute non-disclosure or similar agreements required by the Company and its affiliates and their employees,
contractors and/or
13.2. During the term of your employment and thereafter, you shall:
(b) not make known, disclose, reproduce, distribute or use or attempt to use, reproduce, distribute or disclose, the
Confidential Information, except as expressly permitted by the Company and solely for the purpose of which such
Confidential Information was disclosed to you and you shall also use your best endeavors to prevent any other
person from doing so;
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Creditas Solutions Private Limited
info@clearmydues.comwww.clearmydues.com
(c) not disclose or divulge the Confidential Information to or for the benefit any third person or entity without the
prior authorization of the Company and you shall also use your best endeavors to prevent any other person from
disclosing or divulging such Confidential Information;
(d) give prompt notice to Company of any actual or attempted unauthorized use or disclosure of the
Confidential Information; and
(e) return the Confidential Information, including any copies or reproductions, at Company request or upon
termination of your employment. Your obligations under this Section shall remain in effect and survive any
termination or expiration of your employment or these Terms of Employment.
(f) It is reiterated that you shall use the said Customer Credit Card Information strictly for the purpose of business
activities of the Company and for no other purpose whatsoever.
Company shall be entitled to immediate injunctive relief, claim damages (liquidated or unliquidated) or similar relief
and/or take disciplinary action (including but not limiting to termination) upon a potential, threatened or actual
breach of this Section by you, including in the event where you take up or attempt to take up employment with or
act or attempt to act as consultant or contractor to, any person, who may be a competitor of Company, or take up
or attempt to take up employment or contract with any person in a manner that may result in
disclosure or misuse of Confidential Information. You agree that any threatened or actual breach of this Section
by you is likely to cause the Company substantial and irrevocable damage that is difficult to measure and may not
be remedied solely by damages, and if the Company chooses to enforce its right to obtain an injunction from a
court restraining such a breach or threatened breach, or specific performance of the provisions of this Section, you
hereby waive the adequacy of a remedy at law as a defense to such relief Company's right under this
clause is notwithstanding any other right available to the Company under these Terms of Employment or
otherwise.
13.3 “Confidential Information” means any proprietary or confidential information, work product(whether
produced by you or other resources of the Company or provided to you by Company or on Company’s and its
affiliates’ and their employees’, contractors’ and/or clients’ behalf) designs, business information or plans,
inventions, technical data, business strategies, trade secrets or know- how, in any media of Company, its
affiliates and their employees, contractors and/or clients, and any other information concerning the business of
the Company, its affiliates, or any of their dealings, transactions and affairs or any information concerning any
of their suppliers, agents, distributors or customers which you possess, make or discover during your
employment with the Company, whether oral or written or in electronic format, and whether marked as
confidential or proprietary or not, including but not limited to, research, business plans, product plans, service
offerings or services descriptions, projects or opportunities, proposals, Work Product or deliverables,
computer programs and documentation, contractor, customer or client lists, software, developments,
inventions, processes, formulas, technology, drawings, engineering plans, distribution and sales methods, sales
and profit figures, finances, titles and descriptions of any patents or patent applications filed or which
could be applied for in any country or jurisdiction, methodologies, training materials, personnel information
and internal publications. Confidential Information shall not include information which is publicly available.
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14.1You agree that any rights, title and interest whatsoever, including, but not limited to, patents, copyright,
trade secret and design rights, mask rights, whether registerable or not, arising or created as a result of the
development of and/or the application of any tangible or intangible work product or materials produced by you
during or as a consequence of your employment, whether alone or in conjunction with others and whether
during normal working hours or not, including, but not limited to, any invention, design, discovery,
improvement, computer program, documentation, or other material which you conceive, discover or create
during or in consequence of employment hereunder (“Work Product”)shall belong exclusively to the Company.
You hereby convey ownership in such rights, title and interest to Company and its affiliates upon inception or
development.
14.2 All Work Product shall constitute a work(s) made for hire under all copyright acts. To the extent that any Work
Product does not constitute a work made for hire under the foregoing laws, you hereby irrevocably assign all
worldwide right, title, and interest (including without limitation, patents, copyright, trade secret, trademarks,
design rights, contract and licensing rights) in such Work Product to Company and its affiliates. You retain no rights
to use the Work Product and agree not to challenge the validity of Company’s and its affiliates’ ownership in the
Work Product. You hereby forever waive all moral rights in the Work Product and any results or proceeds there
from, even if after expiration or termination of your employment hereunder. If you have any rights to the Work
Product that cannot be assigned to Creditas Solutions or its affiliates, you hereby unconditionally and
irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against Creditas
Solutions and its affiliates
and their employees, contractors or clients with respect to such rights and grant to Creditas Solutions and its affiliates
an exclusive, irrevocable, perpetual, worldwide, sub-licensable, fully paid-up and royalty free license to such
Work Product, or part thereof. On termination or expiration of your employment or these Terms of
Employment, you will deliver immediately to Company all Work Product, including any parts or copies thereof
completed, created and/or prepared up through the date of termination and all copies thereof.
14.3 You agree to, for no further consideration, either during or after the termination of employment hereunder
execute any documents and take any other actions reasonably requested by Company and its affiliates and their
clients and contractors to achieve the objectives of this Section (including waiver of any such rights including
authors’ special rights under Section 57 of the Copyright Act 1957). In the event that Company is unable for any
reason, after reasonable effort, to secure your signature on any document needed to perfect the title of
Company and its affiliates, you hereby irrevocably designate and appoint Company and its duly authorized
officers and agents as your agent and attorney in fact to act for and on your behalf to execute, file and verify such
documents and to do all other lawfully permitted acts with the same legal force and effect as if executed by you.
14.4 You agree that you will not violate or attempt to violate the intellectual property rights, interests or title of any
third party. Your obligations under this Section shall remain in effect and survive any termination or expiration of
your employment or these Terms of Employment. Company shall be entitled to immediate injunctive relief or claim
damages (liquidated or un-liquidated) or similar relief and/or take disciplinary action (including but not limiting to
termination) upon potential or actual breach of this Section by you. Company's right under this clause is
notwithstanding any other right available to the Company under these Terms of Employment or otherwise.
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15.1Company may, in connection with your employment, receive personal data relating to you or third parties
associated with you (such as your spouse or children). Such data may be received from you, or from other sources,
and some limited personal data maybe recorded directly or indirectly by internal security systems or by other
means. Company may process such data for the relevant and limited purposes specified in Company’s data privacy
policy (“Privacy Policy”), a copy of which is available on request. Further, Company may for these purposes
transfer such data to any country in which Creditas Solution’s worldwide organization does business. By signing
these Terms of Employment, you consent to the terms and conditions of the Privacy Policy, as maybe modified by
Company at any time, and in its sole discretion, upon notice to, and you expressly consent to the following:
(a) the processing of your personal data in accordance with the Privacy Policy;
(b) the collection and processing of sensitive personal data about you to the limited extent and for the purposes
described in the Privacy Policy;
(c) the transfer worldwide of personal data held about you by the Company to other employees and offices of the
Company’s worldwide organization and to third parties where disclosure to such third parties is required in the
normal course of business or by law; and use of your personal images and voices in marketing material, videos,
etc.; and
(d) treating any personal data to which you have access in the course of your employment strictly in accordance
with the Privacy Policy and other Company policies and procedures and not using any such data other than in
connection with and except to the extent necessary for the purposes of which it was disclosed to you.
The reference to information “about you” or similar references, includes references to information about third
parties, such as spouse and children (if any), which are provided by you or on your behalf.
16. Non-Compete
16.1During the term of your employment and up to 1 year from the last working day at Creditas Solutions, or these Terms
of Employment, you will not, directly or indirectly, either alone or jointly with or as manager, agent, consultant or
employee of any person, firm or company, engage yourself in any activity or business which could result in direct or
indirect competition with the business of the Company.
17. Warranties
17.1 You warrant that during your Employment with the Company you will not violate or otherwise conflict
with any agreement (oral or otherwise) to which you are or have been a party to.
17.2 You warrant that you have satisfactorily completed all of your obligations under any employment contract or
other contract or agreement with company(is), person(s) or entity(is) that previously employed or contracted with
you and that any previous employment contract and/or relationships have terminated and/or expired prior the
effective start date at the Company.
17.3 You hereby represent and warrant that you shall not bring into Creditas Solutions premises (or use in any
manner) any third-party documents (regardless of media) or materials (including but not limited to trade secrets)
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with yourself to Creditas Solutions, including any such documents or materials from your previous employer. To the
extent you feel that your employment at Creditas Solutions would require you to bring any third-party documents
or materials to Creditas Solutions you shall not bring any such documents or materials unless you have taken all
permissions/approvals from the third parties before accepting the offer from Creditas Solutions. You further
represent and warrant that you have not and will not inappropriately, or attempt to, use or disclose any
confidential or proprietary information obtained from a third party or otherwise. You agree and acknowledge that a
breach of this provision shall entitle Creditas Solutions to terminate your services with immediate effect.
17.4 You warrant that you will comply with all of Company’s policies and standards (including the Company’s Code
of Business Ethics) in effect from time to time and shall perform your services in a professional manner and in a
manner consistent with the ethical and professional standards of Company or otherwise as applicable to the
services provided by you hereunder.
17.5 You warrant that you possess all the requisite certificates, licenses, permits, work visas, clearances to be able
to lawfully and rightfully perform the services as required hereunder.
18. Indemnification
18.1 You agree to indemnify the Company and its affiliates for any losses or damages sustained by Company and its
affiliates which is caused by or related to your breach of any of the provisions contained in this Terms of
Employment.
19. General
19.1 These Terms of Employment and your employment is personal to you and you cannot assign, subcontract or
transfer your obligations hereunder to any other person or entity. Creditas Solutions may assign these Terms of
Employment, in part or whole, upon notice to you. No delay or failure by Creditas Solutions to exercise any of its
powers, rights or remedies under these Terms of Employment will operate as a waiver of such powers, rights or
remedies. If any provision of these Terms of Employment is held by any competent authority to be invalid or
unenforceable, the validity of the other provisions and the remainder of these Terms of Employment shall not be
affected. You shall not make any announcement concerning Company and its affiliates and their employees,
contractors or clients without Company’s prior written consent and you shall not use or disclose the
name, trademark, domain name, service mark, logo or any other intellectual property of Company and its
affiliates and their employees, contractors or clients. These Terms of Employment will be construed in
accordance with and governed by the Laws of India. These Terms of Employment, together with the offer letter
(and any attachments thereto), are the exclusive and entire agreement between the parties relating to its subject
matter, and supersedes all prior and contemporaneous discussions, agreements, negotiations, representations, and
proposals relating to the subject matter hereof.
I have read, understood and agree to the terms and conditions as set forth in these Terms of Employment. My
acceptance is as of the day and year written below.
Signature: _________________
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Creditas Solutions Private Limited
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Date: ___16/05/21___________________________
Annexure C
I, CMDHR1590, Ms. Muskan Ali, Creditas Solutions Employee ID – CMDHR1590, holder of Aadhaar No.
633112661817 and PAN DKUPA9334N, resident of Gurgaon, in Uttar Pradesh, India do hereby solemnly affirm and
undertake as under:
1. That I hereby finally and irrevocably release Creditas Solutions Private Limited and its affiliates (“Company”),
Company’s shareholders, employees, agents, directors and successors from all liability and claims, actions and
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causes of action, damages, losses, demands or obligations of every kind and nature, which I ever had, now have, or
hereafter may have, upon or by reason of my Employment with the Company or the Termination thereof.
2. If I have instituted any legal proceedings against the Company that have been settled by this release, I covenant to
have them dismissed at my cost with express promise not to bring further proceedings against the Company out of
the same matter.
3. I understand and agree that nothing in this release is to be construed as an admission of liability in connection with
any matter for which this release is given.
4. This release shall also be binding upon and inure to the benefit of my successors, assigns and personal
representatives.
5. I understand and acknowledge that during my employment with Creditas Solutions Private Limited I have received
or been exposed to trade secrets of the Company its affiliates and clients including, but not limited to credit card
and other such information, financial information, computer software, databases, websites, system documentation,
computer algorithms, data enhancements and improvements, clients and customer inquiries and complaints,
clients and customer lists, and other information and materials that are of a strategic importance to the Company
(“proprietary information”). These items are all assets of the Company and are of considerable business and
strategic advantage to the Company. Further, I promise to refrain from any use, disclosure or exploitation of all
proprietary information of the Company, including such proprietary information that was obtained or developed
through my efforts during my employment with the Company. I acknowledge that the Company or its clients claim
all copyrights and/or other legal protection in and to such information and as such, any use or disclosure by me of
such information will be an infringement on the rights of the Company, in addition to being a violation of this
undertaking and of my Employment Agreement signed with the Company.
6. I acknowledge that I have read, signed and been furnished with a copy of my Employment Agreement with the
Company and of this undertaking. I certify that I have complied with and will continue to comply with all of the
provisions of the Employment Agreement and this undertaking.
7. I certify that I do not have in my possession, I have not retained copies of (either in hard copy or soft copy), nor
have I failed to return any and all trade secrets, or confidential or proprietary information of the Company
including, but not limited to, credit card information, financial information, computer software, databases,
websites, system documentation, computer algorithms, data enhancements and improvements, clients and
customer inquiries and complaints, clients and customer lists and other documents or materials, tools, equipment
or other property belonging to the Company, its affiliates or clients.
BY SIGNING BELOW, I ACKNOWLEDGE AND AGREE THAT AS PER THE TERMS OF THIS UNDERTAKING AND THE
EMPLOYMENT AGREEMENT I HAD SIGNED WITH THE COMPANY I AM RESTRICTED FROM DISCLOSING ANY
PROPRIETARY INFORMATION, AND FROM COMPETING AGAINST THE COMPANY IN ANY MANNER WHATSOEVER
AND THAT I UNDERSTAND THAT THE TERMS OF ALL THESE RESTRICTIONS CONTINUE AFTER THE TERMINATION OF
MY EMPLOYMENT WITH THE COMPANY.
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I ATTEST THAT I HAVE READ AND FULLY UNDERSTOOD THIS DOCUMENT AND THE CONSEQUENCES THEREOF AND
THAT I AM IN AGREEMENT WITH ALL OF THE ITEMS CONTAINED HEREIN AND THAT THIS DOCUMENT IS BEING
SIGNED WITHOUT ANY UNDUE PRESSURE, COERCION OR FORCE. I ALSO UNDERSTAND THAT IN CASE OF BREACH
OF ANY OF THE TERMS OF THIS UNDERTAKING THE COMPANY SHALL BE AT LIBERTY TO SUE AND RECOVER
DAMAGES AT MY RISK AND COST.
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Annexure D
1. NONDISCLOSURE
1.1 Recognition of Company's Rights; Nondisclosure. At all times during my employment and thereafter,
I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or publication may be required in
connection with my work for the Company, or unless an officer of the Company expressly authorizes such in
writing. I will obtain Company's written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary
Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall be the sole property of the Company and its assigns.
1.2 Proprietary Information. The term "Proprietary Information" shall mean any and all confidential
and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation,
"Proprietary Information" includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source
and object codes, data, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as "Inventions"); and (b) information
regarding plans for research, development, new products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs, suppliers and customers; (c) information regarding the
skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is understood that,
at all such times, I am free to use information, which is generally known in the trade or industry, which is not gained
as a result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever
extent and in whichever way I wish.
1.3 Third Party Information. I understand, in addition, that the Company has received and, in the future,
will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty
on the Company's part to maintain the confidentiality of such information and to use it only for certain limited
purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use Third Party Information, except in connection with my work for
the Company, unless expressly authorized by an officer of the Company in writing.
1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the
Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former
employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises
of the Company any unpublished documents or any property belonging to any former employer or any other
person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or
person. I will use in the performance of my duties only information which is generally known and used by persons
with training
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and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the
public domain, or which is otherwise provided or developed by the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 Proprietary Rights. The term "Proprietary Rights" shall mean all trade secret, trademark, patent,
copyright, mask work and other intellectual property rights throughout the world, whether or not they are
registered as per the provisions of the applicable laws.
2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the
commencement of my employment with the Company are excluded from the scope of this Agreement. To
preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete
list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused
to be conceived, developed or reduced to practice prior to the commencement of my employment with the
Company, that I consider to be my property or the property of third parties and that I wish to have excluded from
the scope of this Agreement (collectively referred to as "Prior Inventions").
If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I
understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each
such invention, a listing of the party(is) to whom it belongs and the fact that full disclosure as to such inventions has
not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I
represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a
Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a
nonexclusive, royaltyfree, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers
of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without
the Company's prior written consent.
2.3 Assignment of Inventions. Subject to Sections 2.4 and 2.6, I hereby assign and agree to assign in the
future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar
statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the
period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by
the Company pursuant to this
Section 2, are hereinafter referred to as "Company Inventions."
2.4 No assignable Inventions. I recognize that, my obligation to assign shall not apply to any Invention
about which I can prove that: (I) it was developed entirely on my own time; and (ii) no equipment, supplies, facility,
services, or Proprietary Information of the Company was used in its development; and (iii) it does not relate (a)
directly to the business of the Company or (b) to the actual or demonstrably anticipated research or development
of the Company; and (iv) it does not result from any work performed by me for the Company (a “No assignable
Invention”).
2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months
after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing
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all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I
will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after
termination of employment. At the time of each such disclosure, I will advise the Company in writing of any
Inventions that I believe fully qualify as a No assignable Invention; and I will at that time provide to the Company
writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for
any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the
Company pursuant to this Agreement relating to No assignable Inventions. I will preserve the confidentiality of any
Invention that does not fully qualify as a No assignable Invention.
2.6 Government or Third Party. I also agree to assign all my right, title and interest in and to any
particular Company Invention to a third party, as directed by the Company.
2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or
jointly with others) within the scope of my employment and which are protectable by copyright are "works made
for hire”.
2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from
time to time enforce, Proprietary Rights relating to Company Inventions in any and all countries. To that end I will
execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the
Company may reasonably request for in applying for, obtaining, perfecting, evidencing, sustaining and enforcing
such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of
such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to
Proprietary
Rights relating to
such Company Inventions in any and all countries shall continue beyond the termination of my employment, but
the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at
the Company's request on such assistance.
In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any
document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such
documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the
same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of
any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.
3. RECORDS
I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any
other form that may be required by the Company) of all Proprietary Information developed by me and all
Inventions made by me during the period of my employment at the Company, which records shall be available to
and remain the sole property of the Company at all times.
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4.1 No solicitation and Non-Acceptance of Business. I agree further that for the period of my employment
by the Company and for one (l) year after the date of termination of my employment from the Company I will not
induce any employee or independent contractor of the Company to cease such employment or relationship to
engage in, be employed by, perform services for, participate in the ownership, management, control or operation
of, or otherwise be connected with, either directly or indirectly, a Competing Business. “Competing Business”
means any business whose efforts are in competition with the efforts of the Company. A Competing Business
includes any business whose efforts involve any research and development, products or services in competition
with products or services which are, during and at the end of the period of employment, either (a) produced,
marketed or otherwise commercially exploited by the Company or (b) in actual or demonstrably anticipated
research or development by the Company.
I agree further that for the period of my employment by the Company and for one (1) year after the date of
termination of my employment from the Company, I will not directly or indirectly (a) solicit, divert, appropriate, to
or accept on behalf of any Competing Business, or (b) attempt to solicit, divert, appropriate to or accept on behalf
of any Competing Business, any business from any customer or actively sought prospective customer of the
Company with whom I have dealt, whose dealings with the Company have been supervised by me, or about whom I
have acquired information, or otherwise use any Confidential Information acquired in the course of my
employment.
4.2 Noncompetition.
I agree that during the period of my employment by the Company and for one (l) year after the date of termination
of my employment from the Company, I will not engage in, be employed by, perform services for, participate in the
ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any
Competing Business. I agree that: (1) services to be performed by me under this Agreement are of a special and
intellectual character; (ii) the Company’s business is international in scope and its services are marketed throughout
the world; (iii) the Company competes with other business that are or could be located in any part of the world; and
(iv) the provisions of Section 4.2 are reasonable and necessary to protect the Company’s business. I further agree
that should a court exercising jurisdiction with respect to this Agreement find the restrictions herein invalid or
unenforceable due to unreasonableness, either in period of time, geographic area, or otherwise, then in that event,
such restriction is to be interpreted and enforce to the maximum extent which such court deems reasonable. The
Company, in its sole discretion, may determine to waive or narrow the scope of the noncompetition provisions of
this Section 4.2. Any such waiver or reduction in scope must be in writing and shall not constitute a waiver of any
noncompetition or forfeiture provisions of any other agreement with the Company.
5. NO CONFLICTING OBLIGATION.
I represent that my performance of all the terms of this Agreement and as an employee of the Company does not
and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior
to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.
I acknowledge that my obligations under this Agreement include, without limitation, not to disclose or make
accessible over the Internet any Proprietary Information or other business information of Company through social
networking websites, blogs, online forums, employment related web portals or any other interactive or other
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websites. If I am aware of or suspect some such information to have been disclosed in this manner then
immediately I would take all necessary steps to remove this information from being visible or otherwise accessible
over the Internet, and if I am unable to do so I would immediately inform Company in this regard.
When I leave the employment of the Company, I will deliver to the Company any and all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other
material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of
the Company. I further agree that any property situated on the Company's premises and owned by the Company,
including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice. At the time of leaving, I will cooperate with the Company in
completing and signing the Company's termination statement and in addition, will execute, verify and deliver a
General Release and Undertaking.
Because my services are personal and unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to enforce this Agreements and any of
its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this Agreement, including the recovery
of damages from me.
9. NOTICES.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified by the
party. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified
or registered mail, three (3) days after the date of mailing.
In the event that I leave the employ of the Company, for a period of one year after I leave the employ of the
Company, I shall provide written notification to each new employer of my obligations under this Agreement,
including a copy of this Agreement. I agree to provide a copy of each written notice to the Company. I also consent
to the notification of my new employer of my rights and obligations under this Agreement with the Company.
11.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and
construed according to the laws of India. Courts in Delhi shall have exclusive jurisdiction with respect to any matter
arising hereunder or in relation hereto.
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11.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for
any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.
11.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives and will be for the benefit of the Company, its successors, and its
assigns.
11.4 Survival. The provisions of this Agreement shall survive the termination of my employment
and
the assignment of this Agreement by the Company to any successor in interest or other assignee.
11.5 Employment. I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the
Company's right to terminate my employment at any time, with or without cause.
11.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any
preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed
as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all
terms of this Agreement.
11.7 Entire Agreement. Without limitation, the obligations pursuant to this Agreement shall also
apply to any time during which I was previously employed by the Company, if no other agreement governs
nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions
between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
Dated:
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