Phone: +91-91798 03318
Note- By signing an offer letter for any position/responsibility at RankersPrep Education, Employee / intern agrees that they have read, understood, and are bound by the following Agreement.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT (this “Agreement”) is
entered into effect from the date of signing the offer letter for any position at RankersPrep by
MENTOR / EMPLOYEE / INTERN/ RECEIVING PARTY.
BETWEEN RankersPrep Education, hereinafter referred to as the EMPLOYER/ DISCLOSING PARTY
of the FIRST PART. And the EMPLOYEE / INTERN/ RECEIVING PARTY of the SECOND PART.
Each of the Employer and Employee / intern are referred to in this Agreement as Party and are collectively called as Parties.
1. The Employer is in the business of entertainment and advertisement and possesses certain confidential proprietary information;
2. In connection with the employment of the Employee / intern with the Employer, the, confidential proprietary
information of the Employer may become available to the Employee / intern in the course of and for the purposes of his Employment with the Employer;
3. The Employer desires to prevent the unauthorized use and disclosure of its Confidential Proprietary Information; and
4. The Employee / intern agrees to assign all the Intellectual Property created during his term of employment to the Employer, whether or not he was expected to create any intellectual Property for the Employer.
NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows:
I. "Confidential Information". For purposes of this Agreement, Confidential Information includes, but not limited to, all strategic and development plans, financial condition, business plans, co-developer Identities, data, business records, customer lists, project records, market reports, employee / intern lists and business manuals, policies and procedures, information relating to processes, schematic designs of integrated circuits, hardware design, technologies or theory and all other information that relates to the Business of the Employer or to the Business of any of its Customer, Partners, Associates or any other Affiliates which may be disclosed or required to be disclosed by the Employer to the Employee / intern, or which the Employee / intern eventually comes to know in the course of his employment with the Employer.
II. Non-disclosure Obligations. The Employee / intern promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, the Employee / intern further promises and agrees:
(A). To protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
(B). Not to use any of the Confidential Information except for the purposes of employment with the Employer.
(C). Not to, directly or indirectly, in any manner, reveal, report, publish, disclose, transfer or otherwise, use any of the Confidential Information except as specifically authorized by the Employer in accordance with this Agreement.
(D). Not to use any Confidential Information to unfairly compete or obtain unfair advantage vis a-vis Employer in any commercial activity which may be comparable to the Commercial activity contemplated by the parties in connection with the Business Purposes of the Employer.
(E). To comply with any other reasonable security measures requested in writing by the Employer.
(F). To refrain from directly contacting or communicating by whatsoever means to the Source(s) of Information without prior written consent of the Employer.
(G). To undertake not to disclose any names and their particulars to third parties without the prior written consent of the Employer.
III. Non-Competition; Non-Solicitation. The Employee / intern agrees that only after giving a prior notice of 10 days followed by termination you can engage with any other competitive business. Without resignation an employee/intern cannot work with any competitive business. whether as an owner, Partner, stockholder, joint venture, corporate officer, director, employee / intern, consultant, Principal, trustee, lender or licensor, or in any other similar capacity whatsoever, of or for any person, firm, partnership, company or corporation (other than for the Employer).
IV. Return of Confidential Information. The Employee / intern agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Employee / intern, embodying or pertaining to the confidential Information.
V. No Right to Confidential Information.
(A). The Employee / intern hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Employee / intern by Employer to use any of the confidential Information and the use of Confidential Information is strictly subject to the terms of Employment;
(B). The Employee / intern further agrees that all Intellectual Property, inventions, improvements, patents, trademarks, copyrightable works, trade secrets and designs relating to machines, methods, compositions, or products of the Employer directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the sole and exclusive property of Employer, and the Employee / intern has no right or title thereto.
VI. Intellectual Property Assignment. In addition to the Clause V.(B), the Employee / intern agrees and undertakes that all the Intellectual Property created during the term of his employment with the Employer, whether with or without the resources of the Employer, shall be the sole and absolute property of the Employer. The Employee / intern undertakes to execute all the documents, as and when required (even after the termination of the employment with the Employer, if so required), necessary for the purpose of absolutely and exclusively assigning the Intellectual Property so created to the Employer. Such Intellectual Property so assigned shall be absolute, exclusive and irrevocable, together with all the title, interest and goodwill. The obligations under this Clause shall continue beyond the termination of the Employee / intern’s employment with the Employer.
VII. No Warranty. The Employer has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of any other information provided to the Employee / intern, and the Employee / intern agrees that the Employer shall have no liability resulting from the use of the Confidential Information or such other information.
VIII. Compelled Disclosure. If the Employee / intern faces legal action to disclose Confidential Information received under this Agreement, then the Employee / intern shall promptly notify the Employer in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with Employer in contesting such a disclosure. The Employee / intern shall be liable for all damages caused to the Employer because of such disclosure by the Employee / intern under a legal action. The damages payable by the Employee / intern to the Employer due to such disclosure shall be 10 times (Ten Times) the amount of loss or damage suffered or likely to be suffered by the Employer.
IX. Losses. The Employee / intern agrees to indemnify the Employer against any and all losses, damages, claims, or expenses incurred or suffered or likely to be incurred or suffered by the Employer as a result of the Employee / intern’s breach of this Agreement.
X. Counterparts. Either the original or copies, including facsimile transmissions, of this Agreement may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.
XI. No Solicitation of Employees / interns or Clients. The Employee / intern agrees that he will not, for a period of 5 years (Five Years) from the date of this Agreement, initiate contact with any of the Employer's Employee / interns or its Clients in order to solicit entice or induce any employee / intern of Employer to terminate an employment relationship to accept employment with the Employee / intern, or entice or induce any Client, including any Advertiser or Publisher, of the Employer to terminate business relationship with Employer to engage in business services with the Employee / intern.
XII. Term and Termination. This Agreement shall commence on the date first written above. While working with RankersPrep, the Employee / intern has to maintain the confidentiality of the information and use it only for business purposes with the permission of the Employer but after the termination of the employment with the Employer, the employee/intern cannot use the information for any purpose but will have to maintain the full confidentiality. In rare cases, if urgent use of information is required, a written permission has to be signed by the Employer.
XIII. Remedies. The Employee / intern understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Employer irreparable harm, unless it is ascertained as to which party has caused the injury, no legal action shall be taken against the Employer. Once it is established that the information is Confidential Information then the Employer shall have the right to apply to a court of competent jurisdiction for only an order restraining any such further disclosure or misappropriation.
XIV. Entire Agreement. This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence and, understandings between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.
XV. No Waiver. The failure of either Party to require performance by the Employer of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter.
XVI. Successors and Assigns. The Employee / intern shall not have any right to assign its rights under this agreement, whether expressly or by operation of law, without the written consent of the Employer. This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties.
XVII. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of India and the Party’s country laws on the equal force. If there is any conflict of laws, the laws of India shall prevail. Notwithstanding anything and without prejudice to the above, both parties agree irrevocably that all disputes, whatsoever arising either directly or indirectly, shall be subject to the jurisdiction of courts in Delhi only and also to Indian law.