THIS AGREEMENT made at Pune this 25 Day of January 2023 between NIHILENT LIMITED

(here in after referred to as "the Employer") having its registered office at 4th
Floor, Weikfield IT Citi Info park, Nagar Road, Pune -411014 of the first Part AND Indian
inhabitant, presently residing at
having his/her permanent address at
(hereinafter referred to as "the Employee"), of the Second Part.
The client(s) of NIHILENT LIMITED (hereinafter referred to as ‘the Client’).
WHEREAS the Employee applied to the Employer for employment and appeared for interview
on _______;
AND WHEREAS the Employer has now offered to the Employee employment, as per the letter
of offer dated , subject, inter alia, to the Employee signing this Agreement, necessitated on
account of the fact that the Employee has to undergo detailed and expensive training at the
cost and time of the Employer, to
acquire necessary technical and professional skills required for discharging his/her duties as an
employee;
AND WHEREAS the Employee has accepted the said offer of employment;

AND WHEREAS the Employee acknowledges that the Employer has agreed to impart, during
the period of about Three months from the date of joining AND if required, even thereafter,
specialized training and / on-the-job skill enhancement under expert guidance in software
development and related areas as necessary and relevant (the said training and on-the-job skill
enhancement hereinafter collectively referred to as "Training");

AND WHEREAS the Employee acknowledges and agrees that the Training will entail significant
expenditure for the Employer including but not limited to computer time, instructor time,
Supervisory time, Software costs, the setting up and maintenance of special and general
facilities for Training as well as for on-the-job skill enhancements apart from his/her
recruitment costs.

AND WHEREAS the Employee is further aware that the employment and training are beneficial
to the employee and that the provisions of the agreement are fairly and reasonably required
for protection and preservation of the interest of the Employer and are not penal in nature.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In accordance with the programmes finalized by the Employer, the Employee shall proceed
to undergo and accept the Training as arranged by the Employer.

2. The Employee shall, while under Training as aforesaid, study with all due care, industry and
diligence and to the best of his/her ability and abide by and confirm to all the rules and
regulations and conditions of the Employer in regard to training hours, holidays, discipline and
other conditions of the service and/or Training or any directions given to him/her by any officer
authorized by the Employer.

3. The Employee, during the period of his/her Training:

a) Shall abide by the instructions of the officers and authorities under whom he/she may
from time to time be placed and,

b) Shall not engage himself/herself in any work/assignment other than that arranged by the
Employer even while off duty, except with the prior written permission of the Employer.

4. The Employer reserves to themselves the right to modify or vary, without notice, the content
and/or period of the Training, without assigning any reason whatsoever.

5. The Employee agrees to serve the Employer for a minimum period of TWO years from the
date of joining, inclusive of the Training period. The Employee also hereby agrees that his / her
services are liable to be transferred to the Client at any point of time and all the set forth
conditions and terms herein contained in this Agreement will apply during his / her service with
the said Client without exception during the said period of two years.

6. The Employer shall have a right to terminate the employment of the Employee at any time
whether during the period of
Training or thereafter, if his/her services/progress during training are found unsatisfactory or if
he/she is found guilty of any misconduct/or if he/she is not around to apply himself/herself fully
to the training being imparted/assignments being entrusted.

7.1 In the event of breach of the conditions contained in this Agreement and in particular the
condition of employment at
Para 5 hereof, the Employee agrees to pay the Employer or Client if his / her services have been
transferred, as follows:-

a) Pay the Employer or the Client if his / her services have been transferred, all costs, charges
and expenses incurred by the Employer for the Training of the Employee valued at
Rs.1,00,000/- (Rupees One Lakh only);

b) An amount equivalent to the sum paid/payable to Employee as salary with all allowances,
etc. during the initial THREE months period of Training, valued at not less than Rs. 64,257/- (3
months Annualized Monthly Gross), and

c) A sum of Rs.24,000/- (Rupees Twenty-Four Thousand Only) as and by way of liquidated

damages.
7.2 The above amounts shall constitute a debt owing to the Employer or Client and shall be
recoverable by the Employer or by the Client in case his / her services have been transferred,
from the Employee with interest thereon at 18% per annum (from the date of breach of any of
the conditions till repayment) immediately upon the Employee committing a breach of any of
the conditions contained in this Agreement.

7.3 Without prejudice to the generality of the foregoing, a breach of this Agreement will
include:

a) Abandonment by the Employee of his/her service/training with or the assignment given by

the Employer or Client;

b) Neglect or failure to report to the Employer or Client either in India or abroad as

required by the Employer or Client;

c) Failure or neglect to serve the Employer or Client in India or abroad for the period stipulated
in Para 5 hereof.

8. The Employee agrees and undertakes that he/she shall not engage in any employment or
work by himself/herself or with any other person, company, firm, undertaking or business or
trade in the Union of India or elsewhere whether for consideration, reward or not during the
said period of two years and in the event if the Employee commits a breach of this condition
then without prejudice to any other remedies and powers contained in this Agreement, the
Employer or Client shall be entitled to obtain prohibitor order or injunction prohibiting the
Employee from engaging himself/herself or serving with any other person, company,
establishment, firm, organization or institution and/or from working by himself / herself or with
any person, company, establishment or institution and/or from doing any act or thing which
would be in breach of and / or in violation of these presents.

9.0 GUARANTEE:

9.1 The Employee shall prior to joining employment / training with the Employer obtain and
furnish to the Employer an unconditional and irrevocable guarantee from such person or
persons/or banks acceptable to the Employer, agreeing to and undertaking that in the event of
the Employee becoming liable to pay to the Employer the amounts mentioned in clause 7.1 &
7.2 the Guarantor shall forthwith upon demand by the Employer pay to the Employer the sum
so demanded. This Guarantee is transferable to the client and will be operative for a total
timeframe of two years since his/her joining the Employer.

9.2 The Employee agrees, assures and undertakes that the form of the guarantee shall be as
per the draft annexed hereto.
9.3 The obligations of the Guarantor shall be absolutely unconditional and irrevocable and be in
force unless the Employee has duly complied with all the terms and conditions hereinabove.
contained or in the event of breach of any or all of them, the Employee has duly paid to the
Employer the amounts mentioned in clauses 7.1 and 7.2.

10.0 RENEWAL OF GUARANTEE:

10.1 In the event of the Employer being of the opinion that the Guarantor is not or has ceased.
to be legally or otherwise competent to furnish such guarantee for any reason whatsoever.
including insolvency, mental incapacity, the Employer shall be entitled to require the Employee.
to procure the Guarantee from such other person as may be acceptable to the Employer and
the failure on the part of the Employee to obtain and furnish to the Employer such other
guarantee within a reasonable time shall be deemed to be a contravention of the terms and
conditions of these presents.

11 All disputes and differences between the parties hereto whether during the subsistence
hereof or thereafter and whether relating to the interpretation of any of the terms and
conditions contained herein or any claim or liability of any party or as to the construction of
these presents or as to any matter or things arising hereunder shall be referred to a single
arbitrator namely Mr. A. M. Antarkar (Company Secretary Nihilent Ltd.) having their office at
1294-B, Bilawapuri Apartments, Opp. Chinmaya Ganapati, Sadashiv Peth, Pune- 411030 to be
named

by NIHILENT and hereby accords his/her consent to the partner of the said firm to be
nominated by NIHILENT being acceptable as the sole arbitrator and the Employee agrees not to
raise any dispute or contention regarding the eligibility of such person to act as arbitrator. This
clause shall be deemed to be a submission to arbitration under the provisions of the Indian
Arbitration & Conciliation Act, 1996 or any modifications or re-enactment thereof. The
arbitration shall be held at Pune.

12. It is hereby expressly agreed and declared that this agreement would be deemed to have
been made in Pune and that any dispute or suit or action or proceeding whatsoever in respect
of any matter or thing

13. herein contained and any claim by either party against the other shall be instituted or
adjudicated upon or decided by a court of competent jurisdiction in Pune.

14. ADDRESS FOR THE PURPOSE OF SERVICE

All communications between Employer and Employee shall be deemed to have been effectively.
served if addressed to the following addresses:
Employer (NIHILENT LIMITED)
4th Floor, Weikfield IT Citi Info Park.
Nagar Road, Pune -411014
Employee ( Asif Sheikh)
At permanent address):

(Temporary/Local address):

Any change in the above addresses of any of the concerned parties i.e. Employer or
Employee shall be intimated to the other party by way of a notice by the party whose
address has changed within a period of seven days from such change. If no such change has
been intimated or received, the addresses mentioned above shall be deemed to be the
addresses of the concerned parties and delivery of such notice at the above addresses will
constitute sufficient notice to the parties for all proceedings to be initiated.
IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year
first herein above written.

For NIHILENT LTD.

SIGNED SEALED & DELIVERED by the

within. Named Ms. Vivienne Roiz,
authorised Signatory on behalf of the
Company in the Presence of

Authorised
Signatory Witness
signature: Name :
Address :
SIGNED & DELIVERED by the within named )
Employee
In the presence of

Employee Signature

Witness signature:
Name :

Address :