Employment Agreement between the Company and Lakshmanan Chidambaram



 Exhibit 10.18 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (“Agreement”) is made as of 10/31/, 2001 by and
between Syntel, Inc., 2800 Livernois Road, Suite 400, Troy, MI 48083 (“SYNTEL”) and Lakshmanan Chidambaram (“EMPLOYEE”). In consideration of the mutual promises and covenants herein contained, SYNTEL and EMPLOYEE agree as
follows: 
 1. Duties. EMPLOYEE agrees to use EMPLOYEE’s best efforts in the performance of employment duties assigned to EMPLOYEE from
time to time and to, at all times, act in good faith and in the best interests of SYNTEL. EMPLOYEE agrees to comply with all rules, regulations and procedures established by SYNTEL. 
 2. Confidential Information. Simultaneous with the execution of this Agreement EMPLOYEE will execute and deliver to SYNTEL the confidentiality letter agreement attached hereto as Exhibit A, which
confidentiality letter agreement is incorporated herein by reference. 
 3. Works of Authorship. Any work of authorship created by EMPLOYEE and
all improvements, discoveries, or inventions made or conceived by EMPLOYEE, either solely or jointly with others, during employment with SYNTEL shall be promptly reported to SYNTEL and shall be and remain the sole and exclusive property of SYNTEL,
without further consideration. Upon request by SYNTEL, all documents and papers shall be executed, and all reasonable assistance shall be furnished (1) to establish in SYNTEL title to such work of authorship, improvements, discoveries, and
inventions and (2) to enable SYNTEL to apply for United States and foreign patents thereon. EMPLOYEE agrees and warrants that any deliverable or service delivered to SYNTEL and SYNTEL’s use of such deliverable or service will neither
infringe any copyrights, nor knowingly infringe any other intellectual property rights of any entity. 
 4. Effective Date. This Agreement
becomes effective upon the filing of your H-1B application and upon the commencement of your employment at the job site within the United States of America. 
 5. Compensation/Benefits. SYNTEL shall provide compensation/benefits to EMPLOYEE as set forth in the letter accompanying this Agreement. 
 6. Nondiversion of Employees. During the term of this Agreement and for a period of two (2) years subsequent to the termination of this Agreement, EMPLOYEE shall not, without the prior written consent of SYNTEL, directly,
indirectly, or through any other party solicit, offer to, or accept the employment of, or assist others to solicit, offer to, or accept the employment of, persons who are then, or were during the previous six (6) months, employees of SYNTEL or
any SYNTEL subsidiary. 
 7. Nonsolicitation/Noncompete. During the term of this Agreement and for a period of two (2) years subsequent to
the termination of this Agreement, EMPLOYEE shall not, without the prior written consent of SYNTEL, directly, indirectly, or through any other party solicit business from or perform services for any direct or indirect SYNTEL customer or any
prospective SYNTEL customer whom EMPLOYEE had any contact with or exposure to at any time during the term of this Agreement. 
 8. Former
Employer. In the event EMPLOYEE becomes a party to any proceeding brought by any former employer of EMPLOYEE at any time during or after EMPLOYEE’s employment with SYNTEL, EMPLOYEE recognizes and agrees that EMPLOYEE shall have full and
sole responsibility for responding to such action and that SYNTEL has no responsibility to participate in EMPLOYEE’s response nor in EMPLOYEE’s cost of such response. EMPLOYEE agrees that EMPLOYEE shall not, at any time, disclose to SYNTEL
or its directors, officers, employees, or agents the trade secrets or any other confidential information of the EMPLOYEE’s former employer. 
 9.
Compliance with Laws/Hold Harmless. EMPLOYEE agrees to comply with all provisions of this Agreement and with all laws and to indemnify, defend and hold harmless SYNTEL, its employees, agents, officers, and directors, from and against any and
all claims, liabilities, damages, costs, and/or expenses of whatever kind or nature, including without limit court costs and attorney fees, arising out of or related to the failure to so comply other than those claims, liabilities, damages, costs,
and/or expenses arising solely from the gross negligence or willful misconduct of SYNTEL. 
 10. Remedies. Notwithstanding paragraph 11 below,
EMPLOYEE agrees that EMPLOYEE’s failure or neglect to perform, keep, or observe any term, provision, condition, covenant, warranty, or representation contained in this Agreement, the confidentiality letter agreement, or any other agreement
between EMPLOYEE and SYNTEL will cause SYNTEL immediate and irreparable harm and that SYNTEL is, in addition to all other remedies available to it, entitled to immediate injunctive and equitable relief from a court having jurisdiction to prevent any
breach and to secure the enforcement of its rights hereunder. 







 11. Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement which has not
been mutually resolved by the parties shall be determined and settled according to the Commercial Arbitration Rules of the American Arbitration Association except as expressly set forth herein. EMPLOYEE or SYNTEL may demand arbitration by giving
written notice to the other party stating the nature of the controversy. An arbitration panel or an individual arbitrator shall be selected in accordance with the rules of the American Arbitration Association and the arbitration shall be held in
Oakland County, Michigan. The arbitration panel or individual arbitrator shall allow such discovery as is appropriate for the purposes of the arbitration in accomplishing fair, speedy, and cost-effective resolution of disputes. Any award rendered by
the arbitration panel or individual arbitrator shall be final, conclusive, and binding upon the parties and a judgment may be enforced in any court having jurisdiction. 
 12. Reimbursement Obligation. In the event EMPLOYEE resigns employment with or is terminated for Cause by SYNTEL within twelve (12) months of the later of relocating to or starting work at a new job
site for which SYNTEL provided any relocation expense reimbursement to EMPLOYEE or paid any relocation expense on behalf of EMPLOYEE, EMPLOYEE recognizes and agrees that EMPLOYEE shall pay to SYNTEL the amount of any such relocation expense
reimbursement and/or any relocation expense paid by SYNTEL on behalf of EMPLOYEE. Cause includes, but is not limited to, breach of this Agreement, neglect of duties, failure to act in the best interests of SYNTEL, and violation of rules,
regulations, and procedures established by SYNTEL. 
 13. Miscellaneous. This Agreement contains the entire agreement of the parties and SYNTEL
shall not be bound by any other different, additional, or further agreements or understandings except as consented to in writing by the Chief Administrative Officer or Director, Human Resources of SYNTEL. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. No amendment hereof shall be effective unless contained in a written instrument signed by the parties hereto. No delay or omission by either party to exercise
any right or power under this Agreement shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants to be performed by the other party or of any breach shall not be construed to be a
waiver of any succeeding breach or of any other covenant. If any provision of the Agreement is declared invalid, such provision shall be deemed severable from the remaining provisions of the Agreement which shall remain in full force and effect.
EMPLOYEE shall not assign or transfer this Agreement without the prior written consent of SYNTEL. EMPLOYEE’s employment with SYNTEL is at will and may be terminated by SYNTEL at any time with or without cause, and with or without notice. All
rights and remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other rights or remedies available to either party at law, in equity, or otherwise. Paragraphs 2, 3, 6, 7, 8, 9, 10, 11, 12, and 13 of
this Agreement shall survive termination of this Agreement and EMPLOYEE’s employment with SYNTEL. The parties submit to the jurisdiction and venue of the circuit court for the County of Oakland, State of Michigan or, if original jurisdiction
can be established, the United States District Court for the Eastern District of Michigan with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement. The parties stipulate that
the venues referenced in this Agreement are convenient. This Agreement shall be construed under and in accordance with the laws of the State of Michigan. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. 
  

									
	 SYNTEL, INC.
	 		 		 	
					
	 BY:
	 	 /s/ Andy Sivaraman
	 		 	BY:	 	 /s/ C.T. Lakshmanan

		 	Andy Sivaraman	 		 		 	[Lakshmanan Chidambaram]
		 	Director, Global Resources	 		 		 	
				
	October 19, 2001	 		 	DATE:	 	 10/31/2001.









 EXHIBIT A 
 CONFIDENTIAL INFORMATION 
 In connection with your providing certain products and/or services to SYNTEL, Inc.
(“SYNTEL”) and/or on behalf of SYNTEL, you will have access to information concerning SYNTEL and SYNTEL’s clients. As a condition to your being given access to such information, you agree to treat any information concerning SYNTEL
and/or SYNTEL’s clients (whether prepared by SYNTEL, its advisors or otherwise) which is furnished to you by or on behalf of SYNTEL and/or SYNTEL’s clients (herein collectively referred to as the “Confidential Information”) in
accordance with the provisions of this letter and to take or abstain from taking certain other actions herein set forth. The term “Confidential Information” does not include information which (i) is already in your possession, or
(ii) becomes generally available to the public other than as a result of a disclosure by you or your directors, officers, employees, agents or advisors, or (iii) becomes available to you on a non-confidential basis from a source other than
SYNTEL and/or SYNTEL’s clients. 
 You hereby agree that the Confidential Information will be used solely for the purpose of providing certain
products and/or services to and/or on behalf of SYNTEL, and that such information will be kept confidential by you and your advisors; provided, however, that (i) any of such information may be disclosed to your directors, officers and employees
and representatives of your advisors who need to know such information for the purpose of providing such services to and/or on behalf of SYNTEL (it being understood that such directors, officers, employees and representatives shall be informed by
you of the confidential nature of such information and shall be directed by you to treat such information confidentially), and (ii) any disclosure of such information may be made to which SYNTEL consents in writing. 
 Notwithstanding the foregoing, if you or any of your representatives are required (by oral question or request for information or documents in legal proceedings or
similar process) to disclose any Confidential Information, you will promptly notify SYNTEL of such requirement so that SYNTEL may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the
absence of a protective order or the receipt of a waiver hereunder, you or any of your representatives is nonetheless, in the reasonable written opinion of counsel, compelled to disclose Confidential Information to any tribunal or else stand liable
for contempt or suffer other censure or penalty, you or your representatives, after notice to SYNTEL, may disclose such Confidential Information to such tribunal. You or your representatives shall not be liable for the disclosure of Confidential
Information hereunder to such tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement. 
 You agree that the furnishing of Confidential Information neither grants nor implies any license under any trademark, patent, copyright, methodology, intellectual
property or process right, or any other property right nor does the furnishing of Confidential Information constitute an inducement of any kind, or any representation, warranty, assurance, or guarantee with respect to the noninfringement of
trademarks, patents, copyrights, methodologies, intellectual property rights or processes, or any other property rights of third persons or of SYNTEL. You agree to promptly redeliver to SYNTEL, upon request, all Confidential Information on any
tangible media and that you will not retain any copies, extracts or other reproductions in whole or in part of such material. You further agree that breach of this confidentiality letter agreement could cause irreparable harm to SYNTEL and that
SYNTEL shall be entitled to any and all injunctive relief, as well as monetary damages, including reasonable attorney fees, for such breach. 
 You
agree that this confidentiality letter agreement contains the entire agreement between you and SYNTEL regarding Confidential Information and SYNTEL shall not be bound by any other different, additional, or further agreements or understandings except
as consented to in writing by SYNTEL. This confidentiality letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No amendment hereof shall be effective unless contained in
a written instrument signed by the parties hereto. No delay or omission by either party to exercise any right or power under this Agreement shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any of
the covenants to be performed by the other party or of any breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. If any provision of this confidentiality letter agreement is declared invalid, such provision
shall be deemed severable from the remaining provisions of the confidentiality letter agreement, which shall remain in full force and effect. All rights and remedies provided for in this confidentiality letter agreement shall be cumulative and in
addition to and not in lieu of any other rights or remedies available to either party at law, in equity, or otherwise. This letter shall be governed by, and construed in accordance with, the laws of the State of Michigan. 
 Very truly yours, 
  

									
	SYNTEL, INC.	 		 	Confirmed and Agreed to:
					
	By:	 	 /s/ Andy Sivaraman
	 		 	By:	 	 /s/ C.T. Lakshmanan

		 	Andy Sivaraman	 		 		 	[Lakshmanan Chidambaram:]
		 	Director, Global Resources	 		 		 	
					
		 	October 19, 2001	 		 	Date:	 	 10/31/2001