EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of October 18, 2001 by and between
Syntel, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxx, XX 00000 ("SYNTEL") and
Xxxxxx Xxxxx ("EMPLOYEE"). In consideration of the mutual promises and covenants
herein contained, SYNTEL and EMPLOYEE agree as follows:
1. Duties. EMPLOYEE agrees to use EMPLOYEE's best efforts in the performance of
employment duties assigned to EMPLOYEE from time to time and to, at all times,
act in good faith and in the best interests of SYNTEL. EMPLOYEE agrees to comply
with all rules, regulations and procedures established by SYNTEL.
2. Confidential Information. Simultaneous with the execution of this Agreement
EMPLOYEE will execute and deliver to SYNTEL the confidentiality letter agreement
attached hereto as Exhibit A, which confidentiality letter agreement is
incorporated herein by reference.
3. Works of Authorship. Any work of authorship created by EMPLOYEE and all
improvements, discoveries, or inventions made or conceived by EMPLOYEE, either
solely or jointly with others, during employment with SYNTEL in any way related
to EMPLOYEE's employment with SYNTEL, the performance of services to any SYNTEL
customer, or created, in whole or in part, during working hours or with
information or resources obtained from or through SYNTEL or any SYNTEL customer,
shall be promptly reported to SYNTEL and shall be and remain the sole and
exclusive property of SYNTEL, without further consideration. Upon request by
SYNTEL, all documents and papers shall be executed, and all reasonable
assistance shall be furnished (1) to establish in SYNTEL title to such work of
authorship, improvements, discoveries, and inventions and (2) to enable SYNTEL
to apply for United States and foreign patents thereon. EMPLOYEE agrees and
warrants that any deliverable or service delivered to SYNTEL and SYNTEL's use of
such deliverable or service will neither infringe any copyrights, nor knowingly
infringe any other intellectual property rights of any entity.
4. Effective Date. This Agreement becomes effective upon, if applicable, the
approval of your H-1B visa and upon the commencement of your employment at the
job site within the United States of America.
5. Compensation/Benefits. SYNTEL shall provide compensation/benefits to EMPLOYEE
as set forth in the letter accompanying this Agreement.
6. Non-diversion of Employees. During the term of this Agreement and for a
period of two (2) years subsequent to the termination of this Agreement,
EMPLOYEE shall not, without the prior written consent of SYNTEL, directly,
indirectly, or through any other party solicit, offer to, or accept the
employment of, or assist others to solicit, offer to, or accept the employment
of, persons who are then, or were during the previous six (6) months, employees
of SYNTEL or any SYNTEL subsidiary.
7. Non-solicitation/Non-compete. During the term of this Agreement and for a
period of two (2) years subsequent to the termination of this Agreement,
EMPLOYEE shall not, without the prior written consent of SYNTEL, directly,
indirectly, or through any other party solicit business from or perform services
for any direct or indirect SYNTEL customer or any prospective SYNTEL customer
whom EMPLOYEE had any contact with or exposure to at any time during the term of
this Agreement.
8. Former Employer. In the event EMPLOYEE becomes a party to any proceeding
brought by any former employer of EMPLOYEE at any time during or after
EMPLOYEE's employment with SYNTEL, EMPLOYEE recognizes and agrees that EMPLOYEE
shall have full and sole responsibility for responding to such action and that
SYNTEL has no responsibility to participate in EMPLOYEE's response nor in
EMPLOYEE's cost of such response. EMPLOYEE agrees that EMPLOYEE shall not, at
any time, disclose to SYNTEL or its directors, officers, employees, or agents
the trade secrets or any other confidential information of the EMPLOYEE's former
employer.
9. Compliance with Laws/Hold Harmless. EMPLOYEE agrees to comply with all
provisions of this Agreement and with all laws and to indemnify, defend and hold
harmless SYNTEL, its employees, agents, officers, and directors, from and
against any and all claims, liabilities, damages, costs, and/or expenses of
whatever kind or nature, including without limit court costs and attorney fees,
arising out of or related to the failure to so comply other than those claims,
liabilities, damages, costs, and/or expenses arising solely from the gross
negligence or willful misconduct of SYNTEL.
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10. Remedies. Notwithstanding paragraph 11 below, EMPLOYEE agrees that
EMPLOYEE's failure or neglect to perform, keep, or observe any term, provision,
condition, covenant, warranty, or representation contained in this Agreement,
Exhibit A - "Confidential Information", or any other agreement between EMPLOYEE
and SYNTEL will cause SYNTEL immediate and irreparable harm and that SYNTEL is,
in addition to all other remedies available to it, entitled to immediate
injunctive and equitable relief from a court having jurisdiction, as set forth
in Paragraph 13, to prevent any breach and to secure the enforcement of its
rights hereunder.
11. Arbitration. Any dispute, controversy, or claim arising out of or related to
this Agreement which has not been mutually resolved by the parties shall be
determined and settled according to the Commercial Arbitration Rules of the
American Arbitration Association except for those disputes, controversies, or
claims arising out of EMPLOYEE'S failure to abide by Paragraphs 6, 7, and/or
Exhibit A "Confidential Information" of this Agreement. EMPLOYEE or SYNTEL may
demand arbitration by giving written notice to the other party stating the
nature of the controversy. An arbitration panel or an individual arbitrator
shall be selected in accordance with the rules of the American Arbitration
Association and the arbitration shall be held in Oakland County, Michigan. The
arbitration panel or individual arbitrator shall allow such discovery as is
appropriate for the purposes of the arbitration in accomplishing fair, speedy,
and cost-effective resolution of disputes. Any award rendered by the arbitration
panel or individual arbitrator shall be final, conclusive, and binding upon the
parties and a judgment may be enforced in any court having jurisdiction.
12. Reimbursement Obligation. In the event EMPLOYEE resigns employment with or
is terminated for Cause by SYNTEL within twelve (12) months of the later of
relocating to or starting work at a new job site for which SYNTEL provided any
relocation expense reimbursement to EMPLOYEE or paid any relocation expense on
behalf of EMPLOYEE, EMPLOYEE recognizes and agrees that EMPLOYEE shall pay to
SYNTEL the amount of any such relocation expense reimbursement and/or any
relocation expense paid by SYNTEL on behalf of EMPLOYEE. Cause includes, but is
not limited to, breach of this Agreement, neglect of duties, failure to act in
the best interests of SYNTEL, and violation of rules, regulations, and
procedures established by SYNTEL.
13. Miscellaneous. This Agreement contains the entire agreement of the parties
and SYNTEL shall not be bound by any other different, additional, or further
agreements or understandings except as consented to in writing by the Chief
Administrative Officer or Director, Human Resources of SYNTEL. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. No amendment hereof shall be effective unless
contained in a written instrument signed by the parties hereto. No delay or
omission by either party to exercise any right or power under this Agreement
shall impair such right or power or be construed to be a waiver thereof. A
waiver by either party of any of the covenants to be performed by the other
party or of any breach shall not be construed to be a waiver of any succeeding
breach or of any other covenant. If any provision of the Agreement is declared
invalid, such provision shall be deemed severable from the remaining provisions
of the Agreement which shall remain in full force and effect. EMPLOYEE shall not
assign or transfer this Agreement without the prior written consent of SYNTEL.
EMPLOYEE's employment with SYNTEL is at will and may be terminated by SYNTEL at
any time with or without cause, and with or without notice. All rights and
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other rights or remedies available to either party at
law, in equity, or otherwise. Paragraphs 2, 3, 6, 7, 8, 9, 10, 11, 12, and 13 of
this Agreement shall survive termination of this Agreement and EMPLOYEE's
employment with SYNTEL. The parties submit to the jurisdiction and venue of the
circuit court for the County of Oakland, State of Michigan or, if original
jurisdiction can be established, the United States District Court for the
Eastern District of Michigan with respect to: a) disputes, controversies, or
claims arising out of EMPLOYEE'S failure to abide by Paragraphs 6, 7, and/or
Exhibit A - "Confidential Information" of this Agreement, b) claims initiated by
SYNTEL pursuant to Paragraph 10 of this Agreement, and c) the enforcement of any
awards or relief granted pursuant to the dispute resolution procedures set forth
in Paragraph 11 of this Agreement. The parties stipulate that the venues
referenced in this Agreement are convenient. This Agreement shall be construed
under and in accordance with the laws of the State of Michigan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
SYNTEL, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxx Xxxxxx Xxxxx
Chief Administrative Officer
October 18, 2001 October 18, 2001
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EXHIBIT A
CONFIDENTIAL INFORMATION
In connection with your providing certain products and/or services to SYNTEL,
Inc. ("SYNTEL") and/or on behalf of SYNTEL, you will have access to information
concerning SYNTEL and SYNTEL's clients. As a condition to your being given
access to such information, you agree to treat any information concerning SYNTEL
and/or SYNTEL's clients (whether prepared by SYNTEL, its advisors or otherwise)
which is furnished to you by or on behalf of SYNTEL and/or SYNTEL's clients
(herein collectively referred to as the "Confidential Information") in
accordance with the provisions of this letter and to take or abstain from taking
certain other actions herein set forth. The term "Confidential Information" does
not include information which (i) is already in your possession, or (ii) becomes
generally available to the public other than as a result of a disclosure by you
or your directors, officers, employees, agents or advisors, or (iii) becomes
available to you on a non-confidential basis from a source other than SYNTEL
and/or SYNTEL's clients.
You hereby agree that the Confidential Information will be used solely for the
purpose of providing certain products and/or services to and/or on behalf of
SYNTEL, and that such information will be kept confidential by you and your
advisors; provided, however, that (i) any of such information may be disclosed
to your directors, officers and employees and representatives of your advisors
who need to know such information for the purpose of providing such services to
and/or on behalf of SYNTEL (it being understood that such directors, officers,
employees and representatives shall be informed by you of the confidential
nature of such information and shall be directed by you to treat such
information confidentially), and (ii) any disclosure of such information may be
made to which SYNTEL consents in writing.
Notwithstanding the foregoing, if you or any of your representatives are
required (by oral question or request for information or documents in legal
proceedings or similar process) to disclose any Confidential Information, you
will promptly notify SYNTEL of such requirement so that SYNTEL may seek an
appropriate protective order and/or waive your compliance with the provisions of
this Agreement. If, in the absence of a protective order or the receipt of a
waiver hereunder, you or any of your representatives is nonetheless, in the
reasonable written opinion of counsel, compelled to disclose Confidential
Information to any tribunal or else stand liable for contempt or suffer other
censure or penalty, you or your representatives, after notice to SYNTEL, may
disclose such Confidential Information to such tribunal. You or your
representatives shall not be liable for the disclosure of Confidential
Information hereunder to such tribunal compelling such disclosure unless such
disclosure to such tribunal was caused by or resulted from a previous disclosure
by you or your representatives not permitted by this Agreement.
You agree that the furnishing of Confidential Information neither grants nor
implies any license under any trademark, patent, copyright, methodology,
intellectual property or process right, or any other property right nor does the
furnishing of Confidential Information constitute an inducement of any kind, or
any representation, warranty, assurance, or guarantee with respect to the
noninfringement of trademarks, patents, copyrights, methodologies, intellectual
property rights or processes, or any other property rights of third persons or
of SYNTEL. You agree to promptly redeliver to SYNTEL, upon request, all
Confidential Information on any tangible media and that you will not retain any
copies, extracts or other reproductions in whole or in part of such material.
You further agree that breach of this confidentiality letter agreement could
cause irreparable harm to SYNTEL and that SYNTEL shall be entitled to any and
all injunctive relief, as well as monetary damages, including reasonable
attorney fees, for such breach.
You agree that this confidentiality letter agreement contains the entire
agreement between you and SYNTEL regarding Confidential Information and SYNTEL
shall not be bound by any other different, additional, or further agreements or
understandings except as consented to in writing by SYNTEL. This confidentiality
letter agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. No amendment hereof shall be
effective unless contained in a written instrument signed by the parties hereto.
No delay or omission by either party to exercise any right or power under this
Agreement shall impair such right or power or be construed to be a waiver
thereof. A waiver by either party of any of the covenants to be performed by the
other party or of any breach shall not be construed to be a waiver of any
succeeding breach or of any other covenant. If any provision of this
confidentiality letter agreement is declared invalid, such provision shall be
deemed severable from the remaining provisions of the confidentiality letter
agreement, which shall remain in full force and effect. All rights and remedies
provided for in this confidentiality letter agreement shall be cumulative and in
addition to and not in lieu of any other rights or remedies available to either
party at law, in equity, or otherwise. This letter shall be governed by, and
construed in accordance with, the laws of the State of Michigan.
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Very truly yours,
SYNTEL, INC. CONFIRMED AND AGREED TO:
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxx Xxxxxx Xxxxx
Chief Administrative Officer
October 18, 2001 October 18, 2001
