Employment Agreement between the Company and Keshav Murugesh



 Exhibit 10.12 
 

 
 ANNEXURE B 
 Terms and Conditions 
 1.0 WORK RELATED 
 1.1 You will devote full lime to the work of SYNTEL India Ltd. (therein referred as SIL), and shall not undertake an direct / indirect business work / assignment etc.
even on part -time basis whether for any consideration or not, save with the prior written permission from the Company. 
 1.2 You will use your best efforts
in the performance of employment duties assigned to you from time to time and to, at all times, act in good faith and in the best interests of SIL, you will comply with all rules, regulations and procedures established by SIL. 
 1.3 You will retire from the SlL’s services on reaching the age of 60 yrs or earlier if found medically unfit. The age or date of birth already given by you in your
application form would be treated as binding and final. The actual date of retirement shall be the last date of the calendar month in which you were born. 
 2.0 SOFTWARE RELATED 
 You are strictly prohibited from bringing any unauthorized / infringed copies of software in the office premises, from
any external sources or copying software from one computer system to another which may include any violation of the provisions of the Copyrights Act. Non-compliance of this rule will be regarded as a serious offense and you will be subjected to
appropriate disciplinary action. 
 3.0 INTELLECTUAL PROPERTY RIGHTS 
 3.1 You will agree to inform SIL of full details of all your inventions, discoveries, concepts and ideas (collectively called “Developments”), whether patentable or not, including but not limited to,
hardware and apparatus, products, processes and methods, formulae, computer programs and techniques, as well as any improvements and related knowledge, which you conceive, improve, complete, or put in to practice (whether alone or jointly with
others) while you continue in the employment of SIL, and which relate to the present or prospective business, work or investigations of SIL, or which result from any work you do using any equipment, facilities, materials or personnel of SIL; or
which has or have been developed by you or under your supervision, or which result from or are suggested by any work, which you do or may do for SIL. 
 3.2
The ownership of all “developmental” work and documentation created by you shall from the moment of its creation, vest in SIL. Thus, you agree to assign and do hereby assign to SIL, SIL ‘s nominee, your entire right, title and
interest in - 
  

	•	 	 all Developments; 


  

	•	 	 all trademarks, copyrights and mask work rights in the developments; and 


  

	•	 	 all patent applications filed, patents granted on any development, including those in foreign countries, which you conceive or make (whether alone or with others )
while employed by SIL or within two (2) years of the end of your employment (if conceived as a result of your Employment) 


  

 Page 1 of 4 








 

 
 3.3 You acknowledge existence of SIL’s present and future products, know how, processes, software products,
programs, codes, documentation and flowcharts in any form and agree to abide by the procedures of the Copyright Law in force in India and foreign countries, which prohibits the reproduction of such protected works, in whole or in part, or in any
form or by any other means without the prior written permission of SIL. 
 3.4 You will assign to SIL your entire right, title and interest in any invention
or improvement that you might make solely or jointly with others, during the course of your employment with SIL relating to any and all products / services / software / software tools marketed or manufactured or developed and that you will perform
any acts and execute such documents without expenses to you which, in the judgments of SIL or its attorneys may be needful or desirable to secure to the Company patent protection and any / all rights relating to such invention or improvement.

 4.0 NONSOLICITATION / NONCOMPETE / NONDIVERSION 
 4.1
During the term of this Employment Agreement and for a period of two (2) years subsequent to the termination of this Agreement, you will not, without the prior written consent of SIL, directly, indirectly, or through any other party solicit
business from or perform services for any direct or Indirect SIL customer or any prospective SIL customer whom you had any contact with or exposure to, at any time during the term of this Employment Agreement. 
 4.2 During the term of this Employment Agreement and for a period of two (2) years subsequent to the termination of this Agreement, you will not, without the prior
written consent of SIL seek engagement or employment, either full-time or contractually with any organization that is likely to deploy you on project / assignment in Offshore or Onsite client engagement where SIL is already working for the same
client and where you have been engaged in a project with the client organization for a period exceeding one month. This clause does not apply if a period of one year has already exceeded from the last date of working with the specific client.

 4.3 During the term of this Employment Agreement and for a period of two (2) years subsequent to the termination of this Agreement, you will not,
without the prior written consent of SIL directly, indirectly, or through any other party solicit, offer to, or accept the employment of, persons who are then, or were during the previous six (6) months, employees of SIL or any SIL subsidiary /
associate / affiliate. 
 5.0 SPECIALIZED TRAINING & KNOWLEDGE ACQUISITION 
 5.1 If you have to undergo any specialized training in SIL or arranged by SIL, you will have to undertake a training agreement to serve SIL for a minimum period of one year from the date of undergoing the specialized
training. Liquidated damages in case of breach of agreement in this regard would be Rs.100,000 /- (Rupees One Lac only). During this training period if your performance is found to be unsatisfactory, the Company reserves the right to terminate you
from this employment. 
  

 Page 2 of 4 








 

 
 5.2 On deputation to a client site for Knowledge Acquisition and subsequent Knowledge Transfer on a client’s
application, either for development, enhancement, maintenance or support, you will be understood to have gathered intellectual property on behalf of SIL while on such deputation. As a consequence, you shall commit to serving SIL for a minimum period
of six months from the date of return to India from the Onsite engagement. This clause does not apply in the event that you are transferred, within SIL, to another client engagement where the value of the initial knowledge acquisition has diminished
and therefore does not constitute knowledge attrition. 
 6.0 CONFIDENTIALITY 
 6.1 In connection with your providing certain products and/or services to SIL and/or on behalf of SIL, you will have access to information concerning SIL and SIL’s clients. As a condition to your being given
access to such information, you agree to treat any information concerning SIL and/or SlL’s clients (whether prepared by SIL, its advisors or otherwise ) which is furnished to you by or on behalf of SIL and/or SIL’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 (iii) becomes available to you on a non-confidential basis from a source
other than SIL and/or SIL’s clients. The confidential Information shall be solely used for the purpose of and on behalf of SIL and you further agree that disclosure of the same shall be with prior permission of SIL. 
 6.2 You agree to promptly redeliver to SIL, upon request, all Confidential Information including all Intellectual property rights, whether registered or unregistered 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 SIL and that SIL
shall be entitled to any and all injunctive relief, as well as monetary damages, including reasonable attorney fees, for such breach. 
 7.0 ARBITRATION

 All disputes or difference what so ever arising between the parties out of or related to this contract or the construction or meaning and operation or
effect of this contract or the breach thereof shall be settled by arbitration in accordance with rules of arbitration of the Indian Merchant Chambers and award made in pursuant thereof shall be binding on the parties. 
 You or SIL may demand arbitration by giving a written notice to the other party stating the nature of the controversy. 
 8.0 GOVERNING LAW 
 The validity, construction, interpretation and
performance of this Contract will be governed by Indian Laws and adjudicated upon by a competent Court in Mumbai. 
  

 Page 3 of 4 








 

 
 9.0 REMEDIES 
 9.1
Notwithstanding paragraph (Arbitration clause), you agree that your failure or neglect to perform, keep, or observe any term, provision, condition, covenant, warranty, or representation contained in this Contract, the confidentiality Contract or any
other agreement between you and SIL will cause SIL immediate and irreparable harm and that SIL 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. 
 9.2 Remedies for damages procuring prior to SIL’s knowledge of breach or until
action in breach ends and related in any way to the effects of the breach shall include but not be limited to monetary damage, liquidated damage, attorney’s fees and other cause related to the action. 
 10.0 OTHERS 
 10.1 You will also be covered by the Company’s
Mediclaim and Accident Insurance Policy. 
 10.2. This appointment is being made in good faith on the basis of your CV and other information provided by you
during the course of SIL and your mutual discussions. Any data, which is not in consonance with the information provided by you, shall result in termination of employment forthwith and you shall indemnify SIL in full, for any losses suffered by SIL.
SIL reserves the right to make suitable formal / informal checks with your educational institutions and previous employers as may be applicable. You are requested to produce all the documents as mentioned in the checklist attached on your date of
joining. 
 10.3 You shall not accept any presents, commissions, or any kind of gratification in cash or kind from any person, party, firm or company having
dealings with SIL group of if any companies and if you are offered you will report the same immediately to SIL. 
 10.4 On matters not specifically covered
in this Employment Contract, you shall be governed by SIL’s service rules, practices, etc. which are liable for modifications, additions, total or partial withdrawal, suspension / revocation, etc. from time to time. SIL’s decision on all
such matters shall be final and binding on you. 
 11.0 SEVERABILITY 
 If any clause in this agreement is held invalid, illegal or unenforceable for any reason, that provision shall be severed and the remainder of the provisions of this agreement will continue in full force and effect as
if this agreement had been executed without such invalid provision. 
  

							
	For, SYNTEL (INDIA) Ltd.	 	Confirmed and Agreed to
				
	Signature	 	 /s/ Srikanth Karra
	 	Signature	 	 /s/ Keshav Murugesh

	Name	 	 SRIKANTH KARRA
	 	You Name	 	 KESHAV MURUGESH

	DATE	 	 22 Feb 2009
	 	DATE	 	 22 Feb 2009


  

 Page 4 of 4