Offer Letter Far Eye
Offer Letter Far Eye
Appointment Letter
Rahul Tiwari
Village - Pratapepur Post - Mijhaura,
Ambedkar Nagar,Uttar Pradesh-224152
This is to confirm that you (“Employee”) are appointed with Fareye Technologies Pvt. Ltd, a
private company incorporated under the Companies Act, 1956 and having its registered office at
C-585, Basement #Z-93, Defence Colony, New Delhi- 110024, India, as a “SDE 2” at our
“Noida” office. Your joining date as per our records is “March 30, 2022”. This employment is
as per the terms of contract offer of employment letter dated “March 7, 2022” agreed between
us.
1. Interpretation
a. Definitions
In this Appointment Letter, including in the Recitals, the following expressions shall
have the following meanings:
a) Act means the Companies Act, 2013 and the applicable provisions of the
Companies Act, 1956, and any amendments made thereto and any statutory
modification or re-enactment thereof;
d) Board means the board of directors of the Company, or any duly appointed
committee of the Company;
undertaken from time to time and such other business as may be undertaken
from time to time;
(i) that which is in the public domain other than by the Employee’s
breach, of this Appointment Letter, or of any other confidentiality agreement
or non-disclosure agreement;
(iii) that which was approved for release by written authorization of the
Company; and
a) the headings are inserted for ease of reference only and shall not affect the
construction or interpretation of this Appointment Letter;
d) words in the singular shall include the plural and vice versa.
2. The Employee shall serve a probationary period of 6 (six) months (“Probation Period”)
from the date of joining. Upon completion of the Probation Period, his/her employment will
be confirmed in the regular cadre of the Company provided both his/her conduct and work
during the said probation period is found to be satisfactory (in case, if any). If necessary,
the Probation Period can be extended by the Company at its sole discretion.
3. As a condition of the Employee’s employment, the Employee has signed the Company's
standard form of employee non-disclosure and intellectual property assignment agreement
at the time of his/her joining. The Company retains ownership of the intellectual property
rights relating to copyrights concerning work undertaken by the Employee during the course
of his/her employment with the Company.
4. Place of work
The Employee shall be based in Noida but will serve the Company or any of its subsidiaries
or associated companies in any location within or outside of India. The Employee will be
governed automatically by the rules and regulations and terms and conditions applicable to
the new assignment. The Employee’s work in the Company will be subject to the policies,
rules and regulations of the Company, as promulgated and modified from time to time in
relation to his/her conduct, employment and all other matters.
5. Duties
• The Employee shall devote the whole of his/her working time, attention and skill to
the duties of the office and shall faithfully, efficiently, competently and diligently
perform such duties and exercise such powers as may from time to time be assigned
to or vested in the Employee and shall obey all reasonable and lawful directions
given to the Employee by the Company and use his/her best endeavours to promote
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and extend the Business and to protect and further the interests and reputation of the
Company and / or its Affiliates;
• The Employee shall not engage in activities that would be unsuitable with his/her
capacity as a representative of the Company and shall not act in any manner that
would conflict with the interests of the Company and / or its Affiliates;
• The Employee will not, without the prior written consent of the Company, enter into
any other employment (whether part-time or otherwise); or engage in any activity
for any other business, organisation or venture that could conflict with or be
detrimental to or interfere with the interests of the Company and / or its Affiliates,
or the performance of his/her duties;
• The Employee will, except in the ordinary course of business, not make any
statement or comment to the media or on any social media website or forum about
the Company and / or its Affiliates or any of the officers, staff, clients or suppliers
of the Company without the prior written consent from the Company to do so; and
• The Employee will immediately notify the Company if he/she becomes the subject
of proceedings that may lead to a conviction of any criminal offence other than a
traffic offence, or he/she becomes aware of any issues involving him/her that may
affect the business, brand or reputation of the Company and/or its Affiliates. The
scope of the Employee’s responsibilities may be changed by the Company
whereupon, the updated responsibilities shall be deemed to be incorporated by
reference into this Appointment Letter.
• All Intellectual Property and other ideas, techniques or principles related to the
Business of the Company, conceived (whether during regular business hours or not),
discovered, or made by the Employee during the course of his employment with the
Company and/or its Affiliates, shall be promptly disclosed in writing to the
Company.
• All rights in the Intellectual Property shall belong to the Company immediately upon
the formation of such rights, whether or not the final work / mark / invention in
which the Intellectual Property vests is formed or completed, for the full term of
each and every such right, including renewal or extension of any such term. The
Employee agrees to assign to the Company any and all such rights and agrees at the
Company's sole cost and expense to perform all acts, including execution of
documents and assistance in legal proceedings that are necessary to defend or
establish the rights of the Company in the Intellectual Property in any country.
• The Employee, irrevocably and perpetually assigns, transfers, conveys and delivers
to the Company, all worldwide right, title and interest to the Intellectual Property in
all works developed during the course of his/her employment (whether prior to, on,
or after the date hereof), free and clear of all encumbrances.
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i. he/she has power to execute, deliver and perform his/her obligations under
this Appointment Letter and all necessary action have been taken to authorise
such execution, delivery, and performance.
ii. the execution, delivery, and performance of his/her obligations under this
Appointment Letter does not and will not:
iv. conflict with or result in any breach or default under any agreement,
instrument, regulation, license or authorisation binding upon the Employee
or any of his/her assets;
vi. The Employee shall not, as a consequence of carrying out his/her duties
hereunder, or entering into this Appointment Letter or other agreements or
arrangements made or to be made between the Company and / or its
Affiliates the Employee, commit any breach of any terms expressed or
implied (whether concerning confidentiality, non-competition or otherwise)
of any contract with or of any other obligation to any third-party binding
upon the Employee;
8. Remuneration
• The Company shall reimburse all travel, hotel and other expenses properly incurred
on behalf of the Company by the Employee, in the course of this employment as per
the relevant policies of the Company in force at the time of incurring such expense.
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• It is clarified that the Company will be entitled to deduct all permissible taxes as per
the tax deductible for the same. The Employee and the Company expressly agree
that he/she shall be liable for any income tax and all other applicable taxes arising
out of the payments received by him/her (including any employee stock options, if
granted) by way of remuneration. It is further clarified that, the Employee hereby
authorizes the Company to deduct any amounts, which are owed by him/her to the
Company, including any overpayments, loans or advances outstanding at his/her
end, payable monthly subject to the arrangements made in writing between the
Employee and the management of the Company.
9. Leaves:
The Employee will be entitled to leaves as per the relevant policies of the Company. The
Employee will be entitled to such number of public holidays as may be posted by Company
at the beginning of the year.
• The Employee agrees and covenants that during the term of your employment with
the Company and for a continuous period of 12 (twelve) months following
termination of employment for any reason (the "Restricted Period") he/she shall
not:
• The Employee acknowledges that the covenants as set forth in this Clause 10 are an
essential element of this Appointment Letter and that any breach by the Employee
of any provisions of this Clause 10 may result in irreparable injury to the Company.
The Employee acknowledges that in the event of such a breach, in addition to all
other remedies available at law, the Company shall be entitled to equitable relief,
including injunctive relief, and an equitable accounting of all earnings, profits or
other benefits arising therefrom, as well as such other damages as may be
appropriate.
• The Employee and the Company hereto recognize that the foregoing covenants in
Clause 10 (Covenant not to Compete or solicit Employees) and Clause 11
(Confidentiality) and the time and other limitations with respect thereto, are
reasonable and properly required for the adequate protection of the value of the
Company and agree that such limitations are reasonable with respect to the business
activities of each of the Employee and the Company.
• The Employee and the Company hereto expressly acknowledge and agree that in the
context of the Company’s business and the Employee’s relationship with the
Company, that the Company would not proceed with this Appointment Letter but
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for the Employee’s covenants hereunder to ensure the protection of the value of the
Company.
• The Employee acknowledges that the Company and / or its Affiliates have a
legitimate and continuing proprietary interest in the protection of their Confidential
Information and that they have invested substantial sums and will continue to invest
substantial sums to develop, maintain and protect such confidential information. The
Employee shall not, except with the written consent of the Company or in connection
with carrying out his/her duties or responsibilities hereunder, furnish or make
accessible to anyone or use for his/her own benefit any trade secrets, confidential or
proprietary information of the Company and / or its Affiliates, including their
business plans, marketing plans, strategies, systems, programs, methods, employee
lists, computer programs, insurance profiles and client lists; provided however, that
such protected information shall not include either information required to be
disclosed under law or pursuant to an order of a court, governmental agency,
arbitration panel or other person or body with apparent jurisdiction or information
known to the public or otherwise in the public domain without violation by the
Employee of this Clause 10 (f).
• During the Restricted Period, the Employee shall disclose any existing interest in or
any directorship, partnership that he/she may have in any other business, which
competes with the whole or any part of the current and planned business of the
Company.
11. Confidentiality:
a) The Employee shall not disclose, at any time to any Person who is not employed,
part of or associated with the Company; or use for any purpose that is not within the
scope of his/her services, any Confidential Information, except in accordance with
any written exception made by a duly authorized officer of the Company.
Disclosures to the Persons employed or engaged by the Company or to those who
are a part of or associated with the Company shall be made on a ‘need to know basis’
only.
b) Notwithstanding the aforesaid provisions of this Clause, the Employee may disclose
Confidential Information where compelled to do so, by any government, judicial or
quasi-judicial authority; provided however, that he/she shall, in such a case, give the
Company a reasonable notice of any prospective disclosure and shall at the
Company's sole cost and expense assist the Company in obtaining an exemption or
protective order preventing such disclosure. Such notice shall be accompanied by a
copy of the court order, subpoena, legal or regulatory request for similar process.
c) It is the express intention of the Employee and the Company that the obligations of
this Clause 11 shall survive the termination or expiration of this Appointment Letter
and the adherence to such covenants by the Employee as set forth in this Clause 11
are an essential element of this Appointment Letter and that any breach by the
Employee of any provision of this Clause 11 may result in irreparable injury to the
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d) At any time, upon request by the Company, the Employee shall, within 5 (five) days
of receipt of notice to that effect, and immediately upon termination of this
Appointment Letter, immediately, return all Confidential Information furnished to
him/her, and any copies or extracts thereof and all assets of the Company to the
Company.
f) Upon cessation of the Employee’s employment with the Company, he/she will
deliver to the Company all Confidential Information and all Company’s assets in
his/her possession.
g) During the Employee’s employment with the Company, he/she will not make use of
any confidential and proprietary information acquired prior to his/her employment
with the Company.
13. Retirement:
The Employee will be retired from service on attaining the superannuating age of 55 (fifty
five) years or earlier in case he/she is found medically unfit to work any longer or in case
of continued ill health as certified by the medical officer / practitioner nominated by the
Company.
• During the term of the Employee’s employment, should he/she desire to leave the
services of Company, he/she will have to give Company at least 30 (thirty) days
(during probation period) and 60 (sixty) days (after completion of probation) prior
written notice of the same. Similarly, Company shall be entitled to terminate the
Employee’s employment at any time by giving mentioned prior written notice or
salary in lieu of notice. In furtherance of the foregoing, Company may, in its absolute
discretion, require the Employee at any time during the notice period not to attend
the place of work or not to perform any duties for Company or to perform any such
duties, projects or tasks as are expressly assigned to the Employee by Company. The
Employee shall continue to be employed by Company during such period and
therefore shall be eligible to receive his/her full pay and benefits during any such
period, as applicable. During any such period, the Employee shall (i) notify
Company of any change of address or contact details, (ii) if requested by Company,
refrain from contacting employees, consultants, clients and professional contacts of
Company, (iii) cease to be an authorized signatory of Company or hold a power of
attorney for Company, if applicable, and (iv) continue to be bound by the express
and implied duties of his employment, including, without limitation, by the duty of
fidelity and good faith owed to Company.
• At the time of termination of the Employee’s employment, if there are any dues from
him/her, the same may be adjusted against any money due to him/her from Company
on account of salary, bonus or any other such payments. Any amount so remaining
due from the Employee after the above adjustment shall be repaid by you within 45
(forty-five) days (provided his/he FNF settlements are clear) from the date of
termination of his/her employment without any demur or protest, failure of which
shall make him/her liable to appropriate action in a court of law, whether civil or
criminal, initiated by Company for recovery of such money.
• The Employee will be governed by the laid down code of conduct of the Company
and if there is any breach of the same or non-conformance of contractual obligation
or with the terms and conditions laid down in this Appointment Letter, his/her
service can be terminated without any notice; notwithstanding any other terms and
conditions stipulated herein, the Company reserves the right to invoke other legal
remedies as it deems fit to protect its legitimate interest.
The Employee agrees that the interpretation and enforcement of this Appointment Letter
shall be governed by the laws of India and all disputes under this Appointment Letter shall
be governed by and resolved as per the provisions of Arbitration and Conciliation Act, 1996
by a single arbitrator. The venue for arbitration will be Noida, India.
The employment has been issued to the Employee on the understanding that (a) there is
nothing adverse in his/her past records which should have prevented the Company from
offering him/her an employment, (b) there is no criminal offense registered/pending against
him/her. However, if it is found that his/her past record is/was objectionable and/or that
he/she has suppressed any material or information, his/her services will be terminated
without any notice by the Company at its discretion
During the course of employment with this Company, the Employee will not accept any
employment/ association or business in any other organization without the permission of
the Company.
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Annexure –A
Stock Options: You are eligible for ESOP Grants as per your performance after completion of
13th months effective from Date of Grant letter, values equal to 10% of your fixed CTC at the
time of joining. Number of ESOPs will be based on the share price approved by the management
on the date of issuance of the Grant Letter Please note, this will only be applicable if you are not
serving the notice period. Also, Company reserves all the right to revoke the eligibility in case of
any breach of the terms of this Agreement or any other Agreement/NDA signed with the Company
or any policy of the Company.
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In addition to the above, all other policies, rules and regulations as maybe in operation as maybe
amended or altered from time to time at the discretion of the Company will apply to you.
We have pleasure in welcoming you and looking forward to mutually meaningful association.
Please sign one copy of the appointment letter for company records.
Deepa Arora
Vice President
People & Culture
I have read, understood and accepted the terms & conditions of employment.
Signature :