non-disclosure and intellectual property rights … · 1. word lab, hereinafter referred to as the...
TRANSCRIPT
NON-DISCLOSURE AND INTELLECTUAL PROPERTY
RIGHTS AGREEMENT
This confidentiality and intellectual property assignment agreement ("Agreement") is entered
into on 09-07-2020 (“Effective Date”), at Delhi by and between:
1. Word lab, hereinafter referred to as the “Company” (which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include its successors
and assigns) of the First Part and
2. Aditya Bhardwaj, hereinafter referred to as “Employee”, (which expression shall unless
repugnant to the meaning or context here of mean and include its successors and permitted
assigns) of the Second Part.
The Information to be shared and disclosed among company and employee relates to the
trade secret of creating, managing, and analyzing data base of the product management of
MY SOLUTION LITE.
The Company and the Employee are each hereinafter collectively referred to as "Parties" and
individually as “Party”.
WHEREAS
A. The Employee is an employee of the Company and under being an employee is provided
access to confidential and proprietary information of the Company;
B. The Employee may conceive and contribute to the development of intellectual property of
the Company during his/her employment with the Company and for the discharge of the
Employee’s obligationsas outlined in the employment agreement executed between the
Employee and the Company;
C. The parties wish to enter into this Agreement to set forth the terms relating to
confidentiality obligations and ownership of intellectual property rights in the trade secret
shared with the Employee.
In consideration of the employment provided by the Company and other mutual promises and
agreements contained herein below, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. CONFIDENTIAL INFORMATION shall mean and includes information which
is confidential including Proprietary Information and other information related to the business
of the Company, its affiliates or any third parties with which the Company associates,
whether or not such information is expressly marked or designated as confidential
information and includes but is not limited to:
a. information of value or significance to the Company or its competitors (including
potential competitors) such as:
i. data of or about the Company or its vendors, customers, employees, advisors,
mentors, service providers or consultants, in particular, contact information and
sales information;
ii. data about Company’s compliance with applicable law including data about
licenses, permissions, approvals, permissions or consents applied for, requested
by, granted to or denied to the Company or its promoters;
iii. data about all filings and official submissions made by the Company to
governmentalauthorities and the content of the discussion and communication by
the Company with such authorities;
iv. data related to the Company’s business, its existing and upcoming products,
services, business strategy, terms of engagement with its vendors or customers,
pricing data, business plans;
v. any data, documents, sketches, designs, plans, drawings, photographs, reports,
communication, technical information, information about Intellectual Property
Rights, user information, compilation, subscription details, asset information,
know-how, research and development, internal policies;
vi. any information related to the Company’s technology, software, hardware, code,
design, business strategy, business plan, internal systems, business architecture;
vii. financial data, in particular, concerning budgets, fees and revenue calculations,
sales figures, financial statements, profit expectations and inventories of the
Company;
viii. training data, particularly documents, videos, processes, multimedia files,
presentations, and any such training resources that the Employee gains access to
during his association with the Company;
ix. security information (including passwords, login credentials) used to access any
resource owned or operated by the Company, its affiliates, clients or third party
agents;
x. client or user data, user credits, user analytics, user preferences, feedback
information;
b) Any information which may be reasonably understood by its nature, or by the context
of its disclosure, to be confidential; and
c) any information derived from any of the above-mentioned information; and
d) Original information supplied by the Company or information provided to the
Company by third parties which the Company is obligated to keep confidential.
2. RESTRICTIONS
Employee covenants and agrees that:
1. During his/her employment with the employer, he or she will not use or disclose any
trade secrets or confidential information of the Employer.
2. If confidential information is disclosed by the employee in violations of the
agreement, employee shall be immediately or directly, or principally be liable with no
limitation for any cost, claim, and damages sustained by the employer as a result of
such disclosure.
3. Without any prior information/Notice, employee cannot take any leave. If in case of
emergency, he/she should message to HOD.
4. For 1year immediately following the termination of his or her employment with the
employer, the employee shall not, directly or indirectly, be intentionally negligently in
any form or manner to transmit, divulge, communicate and disclose any trade secret
or confidential information of employer to any person.
5. Not to make any personal calls at length during the working hours and;
6. Employee agrees that he or she shall return to Employer’s office all trade secrets,
confidential information, documents, and other property of Employer immediately
upon termination of his or her employment with the employer or upon any earlier
request by employer.
3. INTELLECTUAL PROPERTY RIGHTS
i. During the employment of the employee Company shall retain all rights, title interest or
intellectual Property created evolve, initiate. Contribute to or improved upon such
creation, conception, development, contribution Or improvement. Company will not be
granted any licence for intellectual property rights.
ii. Any secret or notice related to the company like copyright, trademark, symbol, logo, any
legend, software, theme will not be disclosed by the Employee.
iii. To the extent that any rights referred to under Clause-(i) do not vest with the Company
automatically as per the terms above or through the operation of law, the Employee
hereby irrevocably and in perpetuity assigns to the Company all of right, title, and
interest (including without limitation any Intellectual Property Rights), that is now or
may be available, in (a) any Company Intellectual Property; and (b) any Proprietary
Information that the Employee may have conceived, created, improved upon, developed
or contributed to before the Effective Date, as part of his association with, contribution to
the Company or its incorporation (including as part of work undertaken for the business
of the Company before its incorporation).
iv. The Employee agrees that any copyrightable works that are prepared by the Employee,
within his scope of service, is “work for hire” and will belong to the company, which
means that the employee will not be considered as a first owner and the company will be
the first owner of such copyrightable work.To the extent that the Company is not
considered the first owner of the Intellectual Property Rights created by the Employee,
the copyright and all related rights, title and interest in all such Company Intellectual
Property is irrevocably assigned by the Employee to the Company in consideration of the
Employment which shall be considered as valid and adequate consideration. The
Employee hereby waives any right to and agrees that he shall not raise any objection or
claims under applicable law in respect of ownership of such Company Intellectual
Property.
v. The work which are created by the employee in the form of any hardware or software,
design, model, intellectual property or important papers, the code of software, protocol
all these are considered to the property of the company and employee doesn't has any
right to share them with anyone.
vi. Without any fee or payment the employee shall do all the work thinks including sanction
of the important papers but according to clause-3 on the behalf of any intellectual
property right the employee has completely right in the company.
vii. As referred in the clause-3 the employee irremediable specify the company as his
attorney to execute his name and on the cost of the employee all the works and papers as
may be required.
viii. During the employment the employee will not hamper the intellectual property right any
of the third party.
ix. The employee accepts that the employment and the salary paid by the company is help
him to his personal and professional growth to be by the terms and conditions of this
agreement.
4. NON-COMPETE AND NON SOLICITATION AGREEMENT
i. The Employee hereby agrees that according to the terms specified in this
agreement that upon the termination of their employment for any reason
whatsoever, they shall not directly or indirectly compete with the Business of the
Company or its Affiliates for 1 (one) year from the Termination Date. The non-
compete period referred to in this Clause-iv shall be extended by the length of
time during which the Employee shall have been in breach of the provisions of
this Clause-iv.
ii. The Employee hereby agrees and undertakes that during the term of the
Employment with the Company and for 1 (one) year following the Termination
Date, the Employee shall not, directly or indirectly, either as an individual on his
account or as a partner, employee, consultant, advisor, agent, contractor, director,
trustee, committee member, office bearer, or shareholder (or in a similar capacity
or function):
a) Solicit employment of or advise any of the Company’s or Affiliate’s existing
employees or any person who was employed by the Company or an Affiliate within 6
(six) months before such solicitation or any person or organization providing services
to or through Company to terminate his or her contract or relationship with Company
or its Affiliate or to accept any contract (directly or indirectly) or other arrangements
for providing services to any other person or organization; or
b) Contact any of the clients of the Company or its Affiliate to entice such clients away
from the Company of Affiliate or to damage in any way their business relationship
with the Company or its Affiliate or for the provision of substantially the same
services provided to such clients by the Company or its Affiliate; or
c) Solicitor undertake employment with any client of the Company or its Affiliate or any
organization where the employee has been taken or sent for training, deputation or
secondment or professional work by the Company; or
d) Enter the employment of, or render any other services to, any person engaged in a
business which competes with the Business of the Company.
iii. The Employee hereby acknowledges and agrees that the covenants outlined in
Clause 4 are a condition of the employment by the Company and that the breach
of any such covenants would cause irreparable harm to the Company.
5. COVENANT NOT TO SUE
The worker will not establish any activity or suit at law or in value against VENTURE, nor
organization, arraign or in any capacity helps in the foundation or indictment of any case,
request, activity, or reason for activity emerging out of the INFORMATION or any
INTELLECTUAL PROPERTY thereof, including however not restricted to, guarantee,
request, activity, or reason for an activity for nullifying any INTELLECTUAL PROPERTY
of VENTURE.
6. DAMAGES AND SPECIFIC PERFORMANCE
Worker concurs that should Venture to penetrate any of the guarantees contained in this
Agreement that Venture would endure hopeless mischief and Venture would be without
sufficient cure at law and that Venture may get injunctive alleviation, including explicit
execution of the Agreement, just as financial honor for harms languished by Venture over
Worker break of this Agreement.
7. NO WAIVER
The failure or delay on the part of one Party to exercise or enforce any rights resulting from
this Agreement shall not be a waiver of any such rights, nor shall any single or partial
exercise thereof operate to bar the later exercise or enforcement thereof.
8. SEVERABILITY
If any of the Non-Disclosure Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability, shall not affect
any other provision thereof, and this is Non-Disclosure Agreement shall be constructed as if
such invalid, Illegal or unenforceable provision had never been contained herein. Any invalid
or unenforceable provision of this Non-Disclosure Agreement shall be replaced with a
provision that is valid and enforceable and most nearly gives effect to the original intent of
invalid/ unenforceable provision.
9. MERGER/MODIFICATION IN WRITING
Representative concurs that this Agreement will override every single earlier understanding
and will not be altered by either party aside from recorded as a hard copy and by an
understanding between both parties. Despite this section, the Company will respect every
earlier commitment concerning the privacy of the organization's private INFORMATION.
10. NOTICE
Any notice according to this Agreement shall be in writing by (or by some person duly
authorized) the person giving it and may be served at the respective address or email address
provided below:
Company: Word Lab
Address: D-12/184 Sector-32, Noida
Attention: Ashu Bansal
Email: [email protected]
Employee: Aditya Bhardwaj
Address: C-86 Neela Apartment Ashok Vihar, Delhi
Attention: Aditya Bhardwaj
Email: [email protected]
11. CHOICE OF LAW
This Agreement shall be governed by the laws of India. The competent courts in the State of
Delhi in the central district of Delhi shall have exclusive jurisdiction over all disputes arising
from or relating to this Agreement.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS
AGREEMENT ON THE DATE HEREINABOVE LAST MENTIONED.
Name: World Lab Name: Aditya Bhardwaj
Address: D-12/184 Sector-32, Noida Address: C-86 Neela Apartment Ashok
Vihar, Delhi
Signature: Signature: