AJP24814 - Calvin Patrick Joseph Chris

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October 18, 2022 AL/AJP-October-2022/35428468

APPOINTMENT LETTER

AND

EMPLOYEE NON-DISCLOSURE AGREEMENT


To
Calvin Patrick Joseph Chris
AJP24814
Chennai

Dear Calvin,

With reference to your application for employment at Miramed Ajuba Solutions Pvt Ltd., we are pleased
to inform you that you have been appointed as “Trainee - Account Executive” and your DOJ is 18
October, 2022. The terms & conditions are applicable effective the joining date.

1. Salary and Benefits:


Your remuneration and benefits will be as per the offer letter released during your joining process.
Enclosed Annexure A specifies the same.

You would be on probation for a period of 6 months from the date of your joining and on satisfactory
completion you will be considered for confirmation. If your services are found unsatisfactory at any
time during the period of your probation, your appointment is liable to be terminated/cancelled without
notice or any compensation in lieu of notice.

Upon successful completion of Probation and Confirmation letter being issued by the Company, you
will be eligible for other benefits, subject to Company’s policies/rules as applicable from time to time.
Salary shall be normally reviewed on an annual basis depending on the date of joining and you shall
be notified of the amount of your salary entitlement for the succeeding year, depending upon your
performance during the year. It is the Company’s policy to review the salary payable to its employees
for successive financial years depending upon the overall performance of the Company and also the
performance of the employee and the department/project in which the employee is based.

The Company shall, in its sole discretion, be entitled to amend, vary, and modify any of the terms and
conditions of the policy with regard to the benefits that are offered to you.

2. Offer validity:
This offer of appointment is based on the information furnished in your application for employment. At
any time, in future if it comes to Company’s notice that any of this information is incorrect or that any
relevant information has been withheld or mis represented, then the Company reserves the right to
terminate your employment immediately without any notice.

For our records, during the joining process we need copies of your original certificates relating to your
permanent address, proof of birth date, education, employment, and proof of the last drawn
compensation from your current/previous employer, PAN card, and 4 passport size photographs and
any other document or additional proof that may be specified by the Company.

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 1 of 8


3. Warranty:
You warrant that your joining the Company will not violate any agreement to which you are party or
have been a party to. You warrant that you will not use or disclose any confidential or proprietary
information obtained from a third party prior to your employment with the Company. You warrant that
you will comply with all Company applicable policies and standards as applicable on joining and as
amended from time to time by the Company and shall perform your services in a consistent manner
with the ethical and professional standards of the Company. You warrant that you possess all the
requisite certificates, licenses, permits, work visas, clearances including final clearance letter from
your previous employers (if employed earlier) to be able to lawfully perform the services.

4. Medical fitness:
You will be required to complete a Medical Test prior or subsequent to your joining date. The
appointment and its continuance are subject to your being certified to be medically fit. The
examination and certification by the Company doctor or Company-approved doctor /clinic/hospital
from time to time shall be final and binding for the purpose of this clause.

5. Agreements / Bonds:
You will execute necessary agreements, bonds, guarantees and any other documents or paper,
required by the Company, at any time after completion of your probation / service at the request of
the company.

In case you are sent on training or any official visit by the Company at its own cost in India or abroad
you will have to sign a separate bond undertaking that you will serve the Company for a minimum
period of two years or as per the Company’s policy prevailing at that time at Company’s discretion.

6. Designation:
Your designation is merely indicative of the scope of responsibilities which you are required to carry
out. The Company shall be entitled to require you, at any time, to perform any other administrative,
managerial, supervisory, or other functions related to the Company’s business and you will be bound
to carry out such functions.

7. Place of Employment:
Your current Place of Employment is Chennai (Miramed Ajuba Solutions Pvt Ltd.)

8. Working hours:
You will observe a six day working week and will be required to report to duty on shifts /staggered
shifts. The shift timings may change from time to time about which you will be notified. However, from
time to time you may be asked to work extra hours to ensure that critical work is completed
satisfactorily.

A working day shall comprise of nine hours including a break of one hour collectively for lunch, dinner
or tea breaks. You may be required to work on a shift basis. Shifts may be scheduled across 24 hours
a day, 7 days a week and 365 days a year, subject to applicable laws. Employees at the client site
shall follow the working hours as applicable at the client site.

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 2 of 8


9. Transfer/ Deputation:
During your employment with the Company, you may be transferred or deputed to any of the offices,
departments of the Company or its Associates, Subsidiaries or Group Companies, whether in India
or abroad at the sole discretion of the Company. In the event of transfer or deputation of your services,
your salary and other benefits will be determined in accordance with the Company’s policies prevalent
at that time. Notwithstanding your appointment in this Company, your services may be assigned to
any other Company or you would be required to attend to work of any other Company, provided, the
terms and conditions of your employment will be as applicable to your category of executives in this
Company.

10. Travel:
You may be required to travel, either in India or Overseas, in connection with official work at short
notice.

11. Confidentiality:
It is assumed, that you would not, except in the proper course of your duties, disclose or divulge to
any person or persons whomsoever other than in connection with the Company’s business or yourself
make use of any information of a secret or confidential nature acquired by you during the period of
such employment relating to the trade or business of the Company or to the methods, process,
appliances, machinery or plant used by it or to any experiments or research carried out by it or by
any person in its employment.

The Company follows certain information security policies and procedures strictly in order to protect
client’s information when processed in the Company. It is the responsibility of each employee of the
Company to get themselves familiar with the Information Security Policies and Guidelines and ensure
adherence. You will be given an overview of the Company’s Information Security compliance as part
of your Induction/Training Program. Information Security violations could attract penalties as per
prescribed guidelines depending on the severity of the violation.

You agree at all times during the term of your employment and thereafter (Without limit of time); To
hold the confidential information in strictest confidence, and not to use or attempt to use the same,
except for the benefit of the Company, and not to disclose or divulge the confidential information to
any person or entity without prior written authorization of the Company. You agree to return to the
Company all proprietary information, including copies on paper, soft copies, hard drive, disk, tape
and other media, upon completion or termination of any project or upon cessation of your employment
with the Company or when demanded earlier by the Company.

12. Non-Compete and Non-Solicitation:

Non-Compete:
During your employment with the Company and for a period of two years after conclusion of the
shareholder, principal, agent, director, affiliate, employee, consultant or in any other capacity or
manner whatsoever) which is similar to the business of the Company nor engage in any activity that
conflicts with your obligations to the Company directly or indirectly term of employment, you shall not
directly or indirectly carry on, assist, engage in, be concerned or participate in any business/activity
(whether directly or indirectly, as a partner, majority

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 3 of 8


Solicit Business:
During the term of your employment with the Company and for a period of 2 years after conclusion of
the term of employment you shall not solicit, endeavour to solicit, influence or attempt to influence
any client, customer or other Person directly or indirectly, direct his or its purchase of the Company’s
product and/or services to himself or any Person in competition with the business of the Company;

Solicit Personnel:
During the term of your employment with the Company and for a period of at least two years after
conclusion of the term of employment, you shall not solicit or attempt to influence any person
employed or engaged with the Company (whether as an employee, consultant, advisor or in any
other manner) to terminate or otherwise cease such employment or engagement with the Company
or become the Employee of or directly or indirectly offer services in any form or manner to himself or
any Person who is a competitor of the Company

In case you violate this provision, you further agree that a minimum penalty /damages amount of Rs.5
lakhs shall be payable by you to the Company in addition to other legal remedies and relief’s available
to the Company.

In the event of any breach by you of the above conditions, the Company shall be entitled to levy such
amount of penalty as liquidated damages as it may think fit, in addition to taking such action or
pursuing such remedies/relief’s as it may be entitled under law.

13. Cooperation Following Termination:


You agree that, following notice of termination or resignation of your employment, you will cooperate
fully with the Company in all the matters relating to the completion of pending work on behalf of the
Company and the orderly transition of such work to the other employees as the Company may
designate. You further agree that during and following the termination or resignation of employment
you shall cooperate fully with the Company as to any and all claims, controversies, disputes or
complaints over which you have any knowledge or that may relate to your employment relationship
with the Company. Such cooperation includes, but is not limited to, providing the Company with all
information known to you related to such claims, controversies, disputes or complaints and appearing
and giving testimony in any forum.

14. Private Trade and Employment:


You would devote the whole of your attention and abilities exclusively to the business of the
Company and shall in all respects obey and conform to the regulations from time to time issued by
the Company and applicable to you, shall at all times well and faithfully serve the Company and
use your best endeavors to promote the interest thereof. While in the employment of the Company
you would not be engaged in any other employment, consultancy, retainer or business what so
ever, or accept any other emoluments or any honorary positions in any organization without
previous consent in writing of the Company.

15. Former Employer:


In the event, you become a party to any proceeding brought by any former employer of yours at any
time during or after your employment with the Company, you recognize and agree that you shall have
full and sole responsibility for responding to such action and that the Company has got no
responsibility to participate in your response nor in assisting you to meet the cost of such response.
However any leave/time off you may take from the Company’s services for responding to such actions
or participating in any legal hearings are subject to due approval as per the Company’s leave rules.

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 4 of 8


16. Conflict of Interest:
All employees would be required to report to the Company if any member of his family or close
relatives is engaged in any trade or business which supplies goods and/or services to the Company
or dealers of distributors for the Company or have any other type of business relationship with the
Company. You would also be required to intimate the management if any of your family members or
close relatives are engaged in similar or competitive line of business as the Company is engaged in.

17. Code of conduct


You will be governed by the Company's Service Rules and Employee Manuals that are prevalent or
will be made /updated from time-to-time. You will also be required to abide by the Code of Conduct
of the Company that are prevalent or will be made/updated from time-to-time and the same will be
informed to you on joining and available with the HR department.

18. Company property:


You will be responsible for the safekeeping and return in good condition and order all the property of
the Company which is in your possession, use, custody or charge. You shall make good of any loss
or damage that occurs to any Company property which is in your possession/ custody.

19. Accountability:
You are required to adhere to all the Company policies and procedures, whether written or oral that
act in the best interests of the Company.

20. Legal Compliance:


You will abide by all the provisions of law that are applicable in the location of your posting or that will
be made applicable to the employees of the Company.

21. Intellectual property:


You agree that any proprietary rights whatsoever, including but not limited to, patents, copyright and
design rights as a result of the development of and/or the application of all work produced by you
during or as a consequence of your employment, whether alone or in conjunction with others and
whether during normal working hours or not, including but not limited to any invention, design,
discovery or improvement, computer program, documentation, confidential information, copyright
work or other material which you conceive, discover or create during or in consequence of this
employment with the Company shall belong to the Company absolutely.

a. You hereby undertake, render assistance to restrain the infringement, passing-off, duplication,
unauthorized use or colorable imitation of any such trade descriptions, logo, device, label, art work,
trade names, trademarks or Copyrights.

b. You shall not directly or indirectly indulge in doing anything which shall have an adverse impact on
the Company’s marks and/or intellectual property rights and/or confidential information

c. Upon the termination of your services for any reason, you shall immediately cease to use the
Company’s marks and/or intellectual property rights vested in any manner whatsoever.

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 5 of 8


22. Data Privacy compliance policy:
You consent to the terms and conditions of the Data Privacy Compliance Policy stated below:
You consent to the processing of your personal data in accordance with the Company data privacy
policy (the "Policy"), a copy of which can be obtained upon request. In particular, you explicitly
consent to:

a. The collection and processing of sensitive personal data about you to the limited extent and
for the purposes described in the Policy;

b. With reference to the information "about you” which includes reference to information about third
parties, such as spouse and children (if any), which are provided to the Company by you on their
behalf. The reference to "sensitive personal data" may be understood to include reference to the
various categories of personal data identified by applicable data privacy laws. In addition, you
agree to treat any personal data to which you have access in the course of your employment
strictly in accordance with this Policy and other policies and procedures of the Company. In
particular, you will not use any such data other than in connection with and to the extent necessary
for the purposes of your employment.

23. Indemnification:
You agree to indemnify the Company for any losses or damages sustained by the Company which
is caused by you or related to your breach of any of the provisions or obligations set out in this letter.

24. Misconduct:
In the event of committing any misconduct (inclusive of what is mentioned below) or acting contrary
to Company's rules, you will be liable for disciplinary action (including termination of service
with/without notice) as per Company rules applicable to you

a. Breach of Company’s standards with respect to integrity, ethics, honesty, sincerity and loss of
Confidence
b. Failure to follow the rules and regulations of the Company
c. Any instance of giving false information, misrepresentation of facts or any willful suppression
of material information
d. Guilty of moral turpitude or dishonesty in dealing with company’s materials or documents or theft
or misappropriation of company’s property regardless of the value involved
e. Gross negligence or carelessness or inefficiency in performing duties
f. Unauthorized absence
g. Sexual harassment
h. Use of vile, intemperate or abusive language, fighting, pushing, or acting in a threatening manner
to another employee, customer/vendor or visitor
i. Submission of false personal records, reports, time sheets, travel statement bills, records, logs,
etc
j. Unauthorized possession and/or improper accounting, replication and/or sale of Company’s
software or other material
k. Willful destruction of the organization’s property or any acts of sabotage
l. Failure or refusal to carry out any lawful and reasonable instruction from the Supervisors or
deviation from Standard Operating Procedures.
m. Inciting others to commit breach of law and/or Company’s rules and regulations
n. Conviction by a court of law for a crime.

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 6 of 8


25. Terms and Notice period:

You may be terminated by the Company by serving you a notice of one month or terminate
immediately by paying you one month gross salary in lieu of such notice. However in case you are
terminated by the Company due to breach or violation of any provisions of this letter or involved in
any of the Misconducts as set out in this letter, the Company can terminate you immediately without
any obligation to serve notice or pay in lieu of such notice.

In the event you wish to terminate your employment with the Company, you shall be obliged to serve
the Company with two months prior notice in writing, with reasons thereof. You shall not be permitted
to offer to pay salary in lieu of notice period, without the express written consent of the Company.
Your leave balance un- availed will also not be eligible to be adjusted against notice period. It is also
noted and accepted by you that the Company will be at liberty to amend the notice period applicable
to either you or the Company at any time during the course of your employment with the company
and you will be bound by such changes as notified from time to time.

It is also clearly understood by you that you have induced the Company to rely on your
representations that during any training, service or assignment, if any abroad, you would not abandon
or terminate employment or switch employment, without completing the assignment or training or job
or contract or the work for which you were sent abroad.

26. General Conditions:


This letter contains the entire agreement between you and the Company, and no alteration or
variations of the terms of this letter shall be valid unless made in writing and signed by both the
Parties here to. However any updates made in the Company's Service Rules and Employee Manuals
that will be made /updated from time-to-time in variation of any terms of this letter shall be duly binding
upon you. This letter is made under and shall be construed according to the laws of India

Please confirm your acceptance by returning a signed copy of this letter and your signature must be
affixed on every page.

We welcome you to Miramed Ajuba Solutions Pvt. Ltd and look forward to your contribution for mutual
growth.

For Miramed Ajuba Solutions Pvt. Ltd I accept the terms and conditions

Surya D Calvin Patrick Joseph Chris


Head - Human Resources Date:

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 7 of 8


NON DISCLOURE AGREEMENT (ANNEXURE to EMPLOYMENT LETTER)

FOR GOOD CONSIDERATION and in consideration of being employed by Miramed Ajuba Solutions Pvt.
Limited, the undersigned employee hereby agrees and acknowledges:

1. That during the course of my employment there may be certain trade secrets disclosed to me by the
Company; said trade secrets consisting but not necessarily limited to:

a) Technical information: Methods, processes, formulae, compositions, systems,


techniques, inventions, machines, computer programs and research projects.

b) Business information: Customer lists, pricing data, client correspondence vendor/service


provider information and contacts and pricing ,sources of supply, financial data and
marketing, training material production, or merchandising systems or plans, advertising
material ,employee related data including without limitation information on employee
history ,contact details payroll information and skill sets

2. I agree that I shall not during, or at any time after the termination of my employment with the Company,
use for myself or others, or disclose or divulge to others including future employees, any trade secrets,
confidential information, or any other proprietary data of the Company in violation of this agreement

3. That upon the termination of my employment from the Company or when demanded earlier by the
Company:

a) I shall return to the Company all documents and property of the Company, including but
not necessarily limited to: drawings, blueprints, Manuals, correspondence, customer lists,
computer programs, and all other materials and all copies thereof relating in any way to
the Company's business, or in any way obtained by me during the course of employment.
I further agree that I shall not retain copies, notes or abstracts of the foregoing.
b) The Company may notify any future or prospective employer or third party of the existence
of this agreement, and shall be entitle to full injunctive relief for any breach.
c) This agreement shall be binding upon me and my personal representatives, successors
in interest, and shall inure to the benefit of the company, its successors and assigns.

____________________________ ____________________________________
For Miramed Ajuba Solutions Pvt. Ltd Name: Calvin Patrick Joseph Chris
Surya D Code : AJP24814
Head - Human Resources DOJ : 18 October, 2022

Noted & Accepted (employee signature)

HR/WI/06/08/09 Rev 1 Private & Confidential Page 8 of 8

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