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Confidentiality Policy

Rapidise Technology Private Limited, a “Company” duly incorporated under the Companies Act, 2013 and having its registered office at 415, Palladium Business Hub, Opp. 4D Square Mall, NR. Vishwakarma Engineering College, Ahmedabad, Gujarat – 380005, through its Authorised Signatory Ekta Samani (hereinafter referred to as the “Company” or “Employer”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, representatives, and permitted assigns);

Confidential Information:

  1. The Confidential Information shall mean and include but shall not be limited to the information that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential. The Company’s Confidential Information includes both information disclosed by the Company to the Employee, and information developed or learned by the Employee during the course of his/her employment with the Company. Company’s Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products/services, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customers (including, but not limited to, customers/clients/vendors of the Company on which the Employee may have become acquainted with during the term of his/her employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property.

  2. Access to Confidential Information. Employee is employed / appointed / hired in a position that, in the course and scope of Employee’s employment, Employee has access to various trade secrets and confidential information belonging to the Company, including information created by Employee by herself/himself or jointly with others. Such information enables Employee to perform services of a unique or special nature. Employee acknowledges that the Employee’s employment places the Employee in a position of trust and confidence with the Company, its shareholders, officers, directors, Employees, customers and agents.

  3. Scope of Confidential Information. The Company is engaged in diversified Embedded Hardware, Biotech, Research, Mechanical, Machine Learning, Algorithms, DevOps, AI, Cloud, IOT Industry and Web/Mobile services to work. Employee acknowledges that the Company’s business and services are highly specialized, and the identity and needs of the Company’s customers, contract counterparties, suppliers and contractors are not generally known. The term “Confidential Information”, for purposes of this Policy, includes all information and material, whether in written, electronic, or oral form, or any other form whatsoever, that is proprietary and has not been publicly disclosed by the Company, including the Company’s trade secrets. Specifically, Confidential Information also includes but is not limited to:

    1. Trade secrets, inventions, ideas, processes, computer source and object code, data formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;
    2. Information regarding products, product road maps, plans for research and development, marketing and business plans, sales and sales strategies, budgets, financial statements, contracts, prices, costs, suppliers, customers, and customer purchases;
    3. The existence of any business discussions, negotiations, or agreements between the Company and any third party;
    4. Documents and personally private information regarding:

      1. the Company’s Employees (identifying information, protected health information, salary/incentive pay structure and information, performance evaluations);
      2. contract counterparties; and
      3. transactions with counterparties, including information that is provided to Company that is subject to obligations of confidentiality;

    5. Business plans and strategies, records of financial performance, methods of operation, budgets, sales or forecasts;
    6. Competitive analyses, engineering plans or drawings, training materials;
    7. Pricing information and costs or projected costs;
    8. Bids or proposals, and contract arrangements with counterparties, including specific terms of such arrangements;
    9. Financial statements, analyses, reports and positions, that are not publicly disclosed;
    10. “Work product” that has been compiled by Employees or agents of the Company or purchased by the Company (such as subscriptions), even if the information contained in the work product is or could be publicly available; and,
    11. Any other information that the Company would not divulge to any of its competitors.
    12. Confidential information also includes all information that is derivative in nature, such as all documents or items that reflect what Employee does with, or how Employee evaluates or adapts the information to a particular use. Employee further acknowledges that trade secrets and other Confidential Information of the Company are and will be developed through substantial expenditure of time, intellect, craft, skill, effort and money and are the Company’s valuable and unique property, the loss of which cannot adequately be compensated by damages in an action at law.

  4. Disclosure and Use of Confidential Information. Employee will use the Confidential Information only for purposes of performing Employee’s duties for the Company, within the course and scope of Employee’s employment. Employee will not use or disclose any Confidential Information, in whole or in part, for any reasons other than the intended purpose. Employee agrees to keep confidential all Confidential Information and to always preserve the confidential and proprietary nature of the Confidential Information, even following the termination of the Employee’s employment for any reason. The Employee will not, directly or indirectly, copy, take or remove from the Company’s premises or from secure electronic information systems and hardware any Confidential Information.

  5. Ownership and Return of Confidential Information. All rights, title and interest in and to Confidential Information will remain the exclusive property of the Company even following termination of Employee’s employment. Nothing in this Policy will be construed to convey to Employee any right, title or interest or right to use any Confidential Information, except as permitted by this Policy. Immediately upon the termination of Employee’s employment with the Company, and at any time upon the request of the Company, Employee will return all Confidential Information and Company property in Employee’s possession, including without limitation all originals, copies, notes or any other form of such material, without retaining any copy or duplicates thereof. The Employee will return, or if so directed, will delete or destroy any and all written, printed, electronic or other material or information derived from Confidential Information. The Employee will deliver to the Company all devices on which Confidential Information is stored, including all electronic or digital copies, without retaining any copy or duplicate thereof. If Employee fails to return the Company’s property or Confidential Information, Employee agrees that Employee will reimburse the Company for its expenses, including attorney fees, incurred in seeking the return of these items.

  6. Obligations to Others. The Company also honors the confidentiality of other companies’ confidential and proprietary information. Employee affirms that Employee has not and will not disclose to the Company or use in Employee’s employment with the Company, in knowing violation of an obligation of confidentiality, any information belonging to a former employer, or that was received under any other obligation of confidentiality.

Non-compete:

The Employee undertakes and ensures that neither s/he nor any of his/her Affiliates shall, either on
his/her own account or in association with others:

    1. Non-Competition During Employment.
      Employee agrees that from the Effective Date until the termination of Employee’s employment, for any reason, whether voluntary or involuntary, Employee will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company. The Employee will not assist any other person or entity in competing or preparing to compete with any business or the demonstrably anticipated business of the Company. Employee activity that is prohibited by this Policy includes, but is not limited to:
      1. Solicitation of customers, business, or selling products or services in competition with, or for any business that competes with the Company;
      2. Diverting, enticing, or taking away any Employee, customers or business of the Company or attempting to do so; or
      3. Acting as a consultant or agent for, promoting, or assisting any individual or entity engaged in any business that competes with the Company.

       

    2. engage or participate directly or indirectly, whether as a shareholder, director, partner,
      proprietor, member, agent, distributor, Consultant or otherwise, in any business or company
      that is identical or similar to the Company or which competes with the business of the
      Company for a period of one (1) years from the date of ceasing to be in employment with the
      Company, for whatever reasons.

    1. Engagement in any business that does not directly compete with Rapidise’s primary product or service lines at the time of termination; or
    2. Professional consulting or employment in a different function, department, or industry where there is no material overlap with Rapidise’s confidential operations.
The Employee shall be free to pursue any other lawful profession, trade, or employment, provided such activity does not constitute willful misuse of Rapidise’s proprietary information.

Non-solicitation:

  1. Non-Solicitation of Employees and Others.
    During Employee’s employment and for a period of two (2) years after the exit or termination of Employee’s employment, for any reason, whether voluntary or involuntary, Employee agrees that Employee will not directly or indirectly, on Employee’s own behalf or on the behalf of any other individual or entity:

    1. Solicit, canvas or entice away or attempt to solicit, canvass or entice away from the Employer’s Business, or from any Affiliate of the Employer, any person, firm or company who was at any time during the period of one (1) year immediately preceding the date of cessation of employment, a client of the Employer’s Business, for the purpose of offering to such client or customer, goods or services similar to or competing with those of the Employer’s Business;
    2. Solicit, canvass or entice away or attempt to solicit, canvass or entice away any of the Employees including the senior Employees and/or technical or sales and marketing staff from the Employer or from any of its Affiliates, for the purpose of employment in an enterprise or venture competing with the Employer’s Business, whether or not such person would commit a breach of contract by reason of leaving service with the Employer;
    3. Solicit, canvass, or entice away or attempt to solicit canvass or entice away any supplier of the Employer or of any of its Affiliates or use its knowledge of or influence over any such supplier to or for its benefit or for the benefit of any other person carrying on business competing with the Employer’s Business or with any business of the Employer’s Affiliates;
    4. Establish after the execution hereof at any future point of time any business or trade under a name that is identical or similar to the Company or which in any way suggests competition with the Company.

  2. Employee’s obligations under this Policy shall include that the Employee shall not directly or indirectly in any manner whatsoever undertake or engage himself in any competing business through his/her Relatives. However, this clause shall not be read and understood to constitute a bar on a relative of the Employee acting purely in the capacity of the Employee for a competing business.

  3. For the purpose of this Section, the expression “competing with the Employer’s Business” or “Competing Business” shall be deemed to include the following:

Intellectual Property Rights:

  1. Rapidise Technology Private Limited owns the IP (Intellectual Properties, Client IP’s, Knowhows, Vendor Suppliers IP’s or information, Rapidise Products, Patents etc.) / trade secrets created by the Employee during his/her employment.

  2. Rapidise owns the internal product development under Product Development, Hardware, Biotech, Research, Machine Learning, Firmware, IT, DevOps, Mechanical & AI department all innovation created by the Employee during his/her employment.

  3. Employee cannot claim any developed work / knowledge / knowhow / trade secret / IP / patent / SOP’s / processes / techniques etc. during his/her employment or after termination of his/her employment.

  4. Assignment of Company Inventions: The Employee agrees to, and hereby does, assign to the Company each Invention and agrees to execute and deliver the same to the Company, whether during or subsequent to the employment, all proper documents that the Company may reasonably deem necessary or desirable whether or not such Inventions are patentable or capable of obtaining copyright, or other legal protection in India or elsewhere.

  5. Enforcement of Intellectual Property Rights and Assistance: During the period of the employment and thereafter, the Employee shall assist the Company in every proper way to obtain and enforce Intellectual Property Rights relating to Company’s Inventions in all countries. In the event the Company is unable to secure the Employee’s signature on any document needed for the said purposes, the Employee hereby irrevocably designates and appoints the Company and its duly appointed officers and agents, as his/her agent and attorney in fact, which appointment is coupled with an interest, to act on the Employee’s behalf to execute and file any such documents and to all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by the Employee.

Representation And Warranties:

  1. The Employee hereby represents and warrants that s/he is not in default or breach of any of his/her duties, responsibilities or obligations towards any person or any organization.

  2. Confidentiality terms require the Employee to keep confidential any Confidential Information (such as project information, client information, different departmental policies / incentives / salary / salary structures / process / SOP’s , sales process, sales pipeline, sales strategies, sales SOP’s, marketing SOP’s, outbound sales process, lead generation methods, team structure, monitoring and tracking MIS dashboards etc.) of the Employer and neither disclose it nor use it in any manner outside the course of employment.

  3. Employee expressly recognizes that the efficacy and profitability of the Company and its owners and Affiliates is dependent in part upon Employee’s protection of the Confidential Information.

  4. Employee shall not communicate any Confidential Information, even in furtherance of Company’s business, to any individual or third party not privy to the Confidential Information, without express consent by Company and the individual or third party’s agreement to be bound by confidentiality terms that adequately protect Company’s Confidential Information.

  5. Employee agrees, immediately upon the termination of the relationship between Employee and Company for any reason or upon earlier request by Company to make a diligent search for any and all documents, computer discs, electronic files, software, tapes, computer printouts, or any other material constituting Confidential Information and shall: cease using the Confidential Information; promptly return to Company or destroy all Confidential Information and any copies thereof; certify in writing

  6. Employee agrees that during and after Employee’s period of employment with Company, Employee will not, publicly or privately, disparage or defame Company or its Affiliates, or any of Company’s or its Affiliates’ Employees, officers, governors, members or agents.

  7. Employee has carefully read and considered the provisions of this Policy and, having done so, agrees that the restrictions set forth above, including the time periods of restriction set forth in this Policy, are reasonable and are reasonably required for the protection of the interests of the Company.

Indemnity:

    The Employee shall indemnify and keep indemnified the Employer, its directors, officers, shareholders, and agents from and against and in respect of any and all losses, liabilities and/ or damages, resulting from:
  1. any misrepresentation, breach of warranty or obligation or non-fulfillment of any obligations or covenants on the part of the Employee or its affiliates under this Policy which is part of Employment Terms & Conditions, and

  2. all actions, suits, proceedings, claims, demands, judgments, costs and expenses on a full indemnity basis, incidental to any of the foregoing or incurred in investigating or attempting to avoid contest or defer the same or enforcing any of the rights of the Employer under this Policy which is part of Employment Terms & Conditions.

Governing Law And Arbitration:

  1. This Policy Terms & Agreement shall be governed by and construed in accordance with the laws of India (Arbitration location will be Ahmedabad).

  2. The Parties hereto agree that they shall use all reasonable efforts to resolve between themselves any disputes, controversy or claim arising out of or relating to this Agreement in an amicable manner. In particular the Parties hereby agree that discussions shall be carried out between senior level officers of the Employer and the Employee for a maximum period of thirty (30) days from the date that a written notice of the details of the issue in dispute, controversy or claim shall have been given by one Party to the other.

  3. In the event the efforts and discussions described in the above mentioned clause fail to resolve the matter, such dispute, controversy or claim shall be referred to the competent courts at Ahmedabad.

General:

  1. Waiver. Waiver by any Party of any default with respect to any provision, condition or requirement hereof, any delay or omission of any Party to exercise any right hereunder on any one occasion shall not in any manner impair the exercise of any invalidity of such right on any other occasion.

  2. Injunctive Relief. Employee acknowledges that the interests of the Company would be irreparably harmed, and the remedy at law available to Company for the breach of any obligation under this Policy would be inadequate. Employee agrees that, in addition to any other remedy available at law or in equity, the Company may be granted temporary or permanent injunctive relief in any proceeding brought to enforce any provision of this Policy or to prevent the actual or threatened disclosure of Confidential Information, without necessity of proof of actual damage, and without posting a bond.

  3. Severability. If any of the provisions of this Policy become invalid, illegal or unenforceable in any respects under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Where the provisions of such applicable law may be waived, they are hereby waived by the Parties to the full extent permitted so that this Policy shall be deemed to be valid and binding and enforceable in accordance with its terms. If any provision of this Policy becomes invalid, the Parties agree to substitute for such invalid provision a new provision, which serves the purpose of the invalid provision to the extent possible.

  4. Entire Policy. The parties acknowledge that this Policy constitutes all previous communications, either oral or written, between the Parties hereto with respect to the subject matter hereof are hereby superseded.

  5. Notices. All notices require or permitted hereunder shall be in writing and in the English language and shall be sent by recognized courier or by facsimile transmission address to the address of each Party set forth above, or to such other address as such other Party shall have communicated to the other Party. Notice shall be deemed to have been served when received (and immediately upon transmission in the case of facsimile transmission or other forms of instantaneous communication including e-mail).