Employment Agreement

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Kindly read and understand all the Terms and Conditions mentioned here which is applied for your Employment Agreement with Chattertools.

In consideration of, and as a condition of my employment with Chattertools, (the “Company”) I, do hereby represent and agree as follows:

1. Purpose of Agreement.

I understand that the Company is engaged in a continuous program of digital marketing, website development, SEO, social media marketing, email marketing, content marketing and paid marketing, research, development, production and inbound marketing in connection with its business and that it is critical for the Company to preserve and protect its Proprietary Information (as defined below), its rights in Inventions (as defined below) and in all related intellectual property rights. Accordingly, I am entering into this Confidential Information and Inventions Assignment Agreement (the “Agreement”) as a condition of my employment with the Company, whether or not I am expected to create Inventions and Intellectual Property of value for the Company.

2. Confidential Information and Non-disclosure.

I understand that my employment by the Company creates a relationship of confidence and trust with respect to any information of a confidential or secret nature that will be disclosed to me by the Company that relates to the business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company or any other party with whom the Company agrees to hold information of such party in confidence (“Confidential Information”). The term “Confidential Information” includes but is not limited to Inventions, Intellectual Property Rights, marketing plans, product plans, business strategies, financial information, forecasts, personnel information, customer lists, financial information, business plans and projections and any other information and materials concerning the Company’s business, operations or plans. I understand and agree that the Confidential Information constitute trade secrets of Company and that at all times, material to this Agreement, Company has taken all reasonable steps to protect the confidentiality of this information. I agree not to use Confidential Information for the benefit of any other person, corporation or entity, other than the Company, during the term of my employment with Company, or any time thereafter. I agree that the Confidential Information shall be and remain the exclusive property of Company and shall not be removed from the premises of Company under any circumstances whatsoever without the prior written consent of Company, and if removed, shall be immediately returned to Company upon any termination of my employment, and no copies thereof may be kept by me. I agree that at all times, both during or after the period of my employment under this Agreement, I shall not (except with written authorization from the Company and except to the extent so authorized in the proper course of your duties) make use of any trade secret or secret manufacturing process or otherwise divulge to any person any Confidential Information, including information concerning the business or finances of the Company or any of the Company’s dealings, transactions or affairs or any of the Company’s suppliers, agents, distributors or customers, until such information becomes generally and rightfully known outside the Company and comes into the public domain.

3. Disclosure of Inventions and Intellectual Property Rights.

I will promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (“Processes”) that I make or conceive or first reduce to practice or create, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment, and whether or not such Inventions are patentable, copyrightable or protectable as trade secrets. “Company Interest” means any of the Company’s current and anticipated business, research and development, as well as any product, service, other Invention or Intellectual Property Rights (defined below) that is sold, leased, used, licensed, provided, proposed, under consideration or under development by the Company. “Intellectual Property Rights” means any and all patent rights, copyright rights, trademark rights, mask work rights, trade secret rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world (including any application therefor and any rights to apply therefor, as well as all rights to pursue remedies for infringement or violation thereof)

4. Assignment of Inventions and Intellectual Property Rights.

The Company shall own and I hereby assign all right, title and interest in and to all Inventions (including all Intellectual Property Rights therein, related thereto or embodied therein) that are collected, made, conceived, developed, reduced to practice or set out in any tangible medium of expression or otherwise created, in whole or in part (collectively “Created”), by me during the term of my employment with the Company that either (i) arise out of any use of the Company’s facilities, equipment, Proprietary Information or other assets (collectively “Company Assets”) or any research or other activity conducted by, for or under the direction of the Company (whether or not conducted (A) at the Company’s facilities; (B) during working hours or (C) using Company Assets), or (ii) are useful with or in or relate directly or indirectly to any Company Interest. I will promptly disclose and provide all of the foregoing Inventions (the “Assigned Inventions”) to the Company. However, the foregoing does not purport to assign to the Company (and Assigned Inventions shall not include) any Invention that: (1) by law (including, without limitation, the applicable statutory provision for my state of employment) I cannot be required to so assign; or (2) otherwise meets all of the following requirements: (I) the Invention is Created entirely on my own time; (II) the Invention is Created entirely without use of any Company Assets and (III) the Invention is not useful with or related to any Company Interest. Nevertheless, if I believe any Invention Created by me during the term of my employment is not within the definition of Assigned Inventions, I will disclose it to the Company so that the Company may make its assessment.

c. Assurances. I hereby make and agree to make all assignments to the Company necessary to effectuate and accomplish the Company’s ownership in and to all Assigned Inventions. I will further assist the Company, at its expense, to evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights specified to be so owned or assigned. I hereby irrevocably designate and appoint the Company and its officers as my agents and attorneys-in-fact, coupled with an interest, to act for and on my behalf to execute and file any document and to perform all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me.

d. Other Intellectual Materials. If (i) I use or disclose any of my own or any third party’s confidential information or intellectual property (collectively “Restricted Materials”) when acting within the scope of my employment (or otherwise to or on behalf of the Company) or (ii) any Assigned Invention cannot be fully made, used, reproduced, sold, distributed, modified, commercialized or otherwise exploited (collectively, “Exploited”) without using, misappropriating, infringing or violating any Restricted Materials, I hereby grant and agree to grant to the Company a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive, assignable, transferable, sublicensable right and license to use, disclose, fully Exploit and exercise all rights in such Restricted Materials and all Intellectual Property Rights embodied therein or related thereto. I will not use or disclose any Restricted Materials for which I am not fully authorized to grant the foregoing license.

e. Moral Rights. To the extent allowed by applicable law, the terms of this Section 4 include all rights of paternity, integrity, disclosure, withdrawal and any other rights that may be known or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratification, consent or agreement from time to time as requested by the Company. Furthermore, I agree that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, the Company may and is hereby authorized to use my name, likeness and voice in connection with promotion of its business, products and services, and to allow others to do the same.

5.  Employment (Pre-sales) Terms & Conditions

a. Training Period
During Training period no payment is given.
If the candidate is unable to perform during the training then they will be relieved immediately.
Training considered complete after successfully generating min 2 appointments in a day.
b. Probation
Minimum 2 Appointments per day is required during probation period else will consider unofficial leave and deductions will apply.
With one appointment on any day it will be considered an unofficial half day and deductions will apply.
c. Payment
Stipend of Rs 6000.00 paid during probation period with no incentive paid on the 15th of every month.
d. Permanent Job Status
Min 10 Appointments per day for a week to be eligible for permanent job status with Fixed Salary ranging from Rs 10,000.00 to Rs 18,000.00 paid on 15th of every month.
e. Deductions
Official Leaves will not be deducted.
Official Leaves beyond granted leaves will be deducted as per salary structure calculated on per day basis.
Unofficial Leaves will be deducted as per 1 day = 2 days leaves and half day = 1 day leave.
f. Leave
No leaves granted during Probation Period.
Official Leaves provided after getting permanent in the job to be granted via an email application a week before required.
g. Incentive Structure after being permanent with Chattertools
Incentives to be paid on a quarterly basis along with the salary.
Incentive structure to be discussed based on the performance and delivery of the employee.
h. Working Hours
2.00 PM to 10.00 PM Monday to Friday except on Holidays granted as per the discretion of Chattertools
Extra Hours may be required and will be paid extra calculated on the salary structure of the employee.

6. No Breach of Prior Agreement.

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 proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment by the Company, and I will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employers or others. I represent and warrant that I have returned all property and confidential information belonging to all prior employers. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith or in conflict with my employment with the Company (including but not limited to a non-competition agreement with any third party relating to the current, proposed or future business of the Company). I further agree to conform to the rules and regulations of the Company.

7. Publication of Material Concerning Company Business.

Prior to my submitting or disclosing for possible publication or dissemination outside the Company any material prepared by me that incorporates information that concerns the Company’s business or future business, I agree to deliver a copy of such material to an officer of the Company for his or her review. Within 20 days of such submission, the Company agrees to notify me whether the Company believes such material contains any Proprietary Information, and I agree to make such deletions and revisions as are reasonably requested by the Company to protect its Proprietary Information. I further agree to obtain the written consent of the Company prior to any review of such material by persons outside the Company.

8. Third Party Rights.

I hereby represent and warrant that I will not use or integrate any third-party materials or data that are not validly licensed to the Company unless previously authorized by my reporting officer in the Company. I represent and warrant that I have not violated the Intellectual Property Rights of any third party, and covenant that I shall not violate the Intellectual Property Rights of any third party in the course of my employment with Company. Provided that in the event the Company is held liable for any violation of any Intellectual Property Rights, I undertake to indemnify the Company or affiliate as the case may be against any and all losses, liabilities, claims, actions, costs and expenses, including reasonable attorney’s fees and court fees resulting there from.

9. Restricted Activities.

Whenever used in this Section 8, the following terms shall have the meanings respectively assigned to them in this Section.

i. “Affiliate” of the Company means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with the Company.
ii. “Competitor” shall mean a Person (other than the Company) that provides Services.
iii. “Customer” shall mean any Person to whom or to which the Company has provided any Services or made a proposal to provide Services within the past twelve (12) months.
iv. “Restricted Period” shall mean the period commencing with the date of this Agreement and ending one (1) year from the date of my termination of employment.
v. “Person” includes (a) any corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual.
vi. “Services” shall mean online administration of effective and efficient management of a sales deal desk which includes, without limitation, tools to manage product catalogue and price book, pre-approved, pre-defined templates with form fields to accurately and efficiently fill out contract terms, central documentary repository, collaboration and workflows, interactive user interface, and data driven approval matrix.

By entering into this Agreement, I hereby covenant and agree to each and all of the following:

a. As I shall have access to the Company Confidential Information during the term of my employment and during the Restricted Temporary Period, I hereby covenant and agree not to engage in or receive any financial benefit from any Competitor, whether as an employer, proprietor, partner, shareholder, investor, director, officer, employee, consultant, agent or otherwise.
b. During the Restricted Period, I hereby covenant and agree not to (a) employ, either directly or through an Affiliate, any current employee of the Company or any individual who was an employee of the Company during the preceding twelve (12) months, and (b) solicit, or contact in any manner that could reasonably be construed as a solicitation, either directly or through an Affiliate, any employee of the Company for purposes of encouraging such employee to leave or terminate his or her employment with the Company.
c. During the Restricted Period, I hereby covenant and agree not to solicit, either directly or through an Affiliate, any Person that is a Customer for purposes of offering such Person Services provided by a Competitor.

I acknowledge and agree that (A) the Company’s business is highly competitive; (B) secrecy of the Confidential Information is of the utmost importance to the Company, and I will learn and use Confidential Information in the course of performing my work for the Company and (C) my position may require me to establish goodwill with customers, vendors, business partners and employees on behalf of the Company and such goodwill is extremely important to the Company’s success, and the Company has made substantial investments to develop its business interests and goodwill.

I agree that the limitations as to time, geographical area and scope of activity to be restrained in this Section 8 are coextensive with the Company’s footprint and my performance of responsibilities for the Company and are therefore reasonable and not greater than necessary to protect the goodwill or other business interests of the Company. I further agree that such investments are worthy of protection and that the Company’s need for protection afforded by this Section 8 is greater than any hardship I may experience by complying with its terms.

I acknowledge that my violation or attempted violation of the agreements in this Section 8 will cause irreparable damage to the Company or its Affiliates, and I therefore agree that the Company shall be entitled as a matter of right to an injunction out of Vadodara court within Gujarat jurisdiction, restraining any violation or further violation of such agreements by me or others acting on my behalf. The Company’s right to injunctive relief shall be cumulative and in addition to any other remedies provided by law or equity.

Although the parties believe that the limitations as to time, geographical area and scope of activity contained herein are reasonable and do not impose a greater restraint than necessary to protect the goodwill or other business interests of the Company, if it is judicially determined otherwise, the limitations shall be reformed to the extent necessary to make them reasonable and not to impose a restraint that is greater than necessary to protect the goodwill or other business interests of the Company. In any such case, the Company and I agree that the remaining provisions of this Section 8 shall be valid and binding as though any invalid or unenforceable provision had not been included.

10. Miscellaneous.

Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of of Vadodara in the State of Gujarat without regard to the conflict of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in or with jurisdiction over Vadodara, and each party consents to the jurisdiction thereof;  The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If one or more provisions of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I acknowledge and agree that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the postal. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or emailed to an official email address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.



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