Employee Handbook

This manual outlines guidelines to help employees achieve personal and organizational goals. The guidelines are based on Netspective Communications LLC’s values, philosophy, and principles. However, it is important to note that this manual cannot cover every aspect or provide procedures that are suitable for every circumstance. Therefore, Netspective Communications LLC reserves the right to modify, supplement, or eliminate any policy or procedure in this manual at any time, as deemed appropriate. The HR department will make every effort to inform employees of such changes in a timely manner. This manual serves as general guidance only, and the information provided does not constitute a contractual obligation. The policies, procedures, and regulations mentioned in this manual have been in effect since December 1st, 2010. [FII-SCF-011-HRS-05]

Netspective Communications LLC is an Information & Communication Technology (ICT) company that uses well-defined processes and best practices and innovative thinking to develop breakthrough solutions that leverage emerging technologies to achieve the business goals of our clients. Living as we do in a fiercely competitive society, customer requirements keep changing with the whims and vicissitudes of the market. At the same time technology keeps forever evolving. Our job is to stay abreast of emerging technologies, and to harness its power to enable our clients to seize opportunities and respond to change with agility or usher in change themselves so that they can be way ahead before the competition can get its act together. Relying on clearly defined processes, performance metrics, quality checklists and various other standards and templates, our team of competent and qualified professionals ensures projects big and small conform to the highest quality standards, meet their intended purpose, and are completed on time and within budget. We use a range of technologies to provide our clients with the solutions they need, and ensure greater consistency, reduced cycle times, lower cost of ownership, better risk mitigation and faster return on investment. Knowing fully well that we cannot deliver the entire spectrum of services within the ICT space, we’ve been focusing on niche areas that we excel in so that we can deliver better value for money, and be an affordable and reliable service provider for our clients. The bouquet of services that Netspective Communications LLC delivers, while not being limited to, includes the following:

• IT Consulting
• Project Planning, Scheduling and Management
• Application/Web Development
• Database Administration
• Product Engineering
• Infrastructure / Network / Systems Management
• Database Design
• Dedicated Research and Development
• Software Testing and Quality Assurance
• Offshore Development Centre Set-up
• Application Maintenance

At Netspective Technology is not a limit. The company will easily adapt to any decent technology whether it is simple or complex which meets customer needs and gives added advantage for its customers. The company also plans to have its own division for product engineering development to cater potential needs of the packaged as well customized software solutions.

Our mission is to design, develop and deliver IT products, services and solutions that exceed client expectations in terms of quality, functionality, delivery time and total cost of ownership, and thus to become the partner of choice for our clients in the Information and Communication Technology space. More specifically, our mission is to focus on areas where we excel within the Information and Communication Technology space and thus deliver better value for money.

Our Vision is to be a leading player in the Information & Communication Technology space, harnessing the power of technology to deliver innovative solutions that meet our customers’ specific business requirements, enabling them to build a framework that will ensure sustainable growth for years to come.

Recruitment, Induction, Probation, Confirmation and Transfer

We believe in hiring the best and most competent personnel for ensuring the continuous and effective functioning of the organization, providing opportunities for career and personal growth together with achievement of organizational goals.

Recruitment

The sourcing of personnel for specific positions or for fulfilling the overall organizational goals will be from:

A. Internal Sources:

Wherever appropriate the most suitable person within the Company may be upgraded, transferred, deputed or promoted to the position to be filled.

B. External Sources:

• Campus Recruitment
• Advertisement in Newspapers, Professional Journals, Technical Magazines and Brochures.
• Employee Referrals
• Data Bank

From the existing pool of resumes the suitable candidate(s) can be chosen. On short listing, the candidates are invited to undergo the selection process.

Selection

The selection process will include, as deemed appropriate, written tests, psychological tests, group discussions, interviews, reference/background check and pre-employment medical check-up.

Once a candidate is selected, he/she is issued appointment letter by the HR group and on acceptance of the offer of appointment he/she will be made a part of Netspective. The joining formalities will include:

• Filling up of Joining Report and Employee Personal Record
• Submission of such documents: Signed copy of appointment order, proof of age, copies of academic certificates and relieving letter and salary certificates from the previous employer in case of an experienced candidate.
• Opening an account with the bank of the Company
• Signing the Non-disclosure and Confidentiality Agreement.
• Application for Employee Id card/Swipe Card.

Induction

Netspective makes every effort to make integration of the newly joined employee into the organization as smooth as possible.

Every new employee will undergo an induction training programme which will introduce the employee to the company, its purposes, technologies and products, the practices, policies, facilities, key professionals and their spheres of activity.

Probation/Training

Every new employee will be on training or probation for a specific period, typically from 4 months to 12 months. During this period the management will evaluate the capabilities, work habits and overall performance of the employee.

During the training or probation period the employee or the Company may terminate the employment relationship with required notice period as specified in the offer of appointment.

The management reserves the right to extend the training or probation period for a further term if the performance of the employee is not satisfactory. The successful completion of training or probation will require confirmation in writing by the company to the employee which may include a revision in the terms of employment.

Except where expressly mentioned, employees on training or probation are not eligible for benefits.

Transfer

The normal place of work will be at USA. However, any employee may be transferred /deputed to or asked to work with any associate institution of the company within or outside the company.

Working Hours, Attendance, Punctuality

he Company expects employees to be punctual and reliable in reporting for scheduled work.

The normal working hours are 8-hours a day, Monday through Friday, from 8.30 am to 5.30 pm.

Lunch Break: All employees are eligible for lunch break of half an hour preferably between 12.00 P.M and 1.30 P.M.

Tea/Coffee Breaks: Two breaks of 15 minutes each.

When an employee cannot avoid being late to work or is unable to work as scheduled, he/she should notify his/her manager as soon as possible in advance of the anticipated delay or absence.

Operational demands and staffing needs may necessitate variations in the number of hours scheduled each day or number of working days in a week. Employees are expected to put in extra time if exigencies of work demand.

Employees posted at the site of a customer will follow the timings applicable to the site.

Holidays and Leaves

3.1 Holidays: The list of public holidays which the Company observes is published at the beginning of each year.

3.2 Leave Policy:

A. Earned Leave (EL): Allconfirmed employees are eligible for 6 days EL for every year. For arriving at the number of days worked for calculating EL eligibility, the days of leave other than SL, as well as holidays/off-days falling within such leave periods (other than SL), will be excluded. EL cannot be availed during probation, but the days worked will be given credit for.

EL is granted subject to the exigencies of the company’s work schedule. An employee can accumulate EL only up to 48 days at any point of time. Holidays and weekly off-days falling within the duration of EL will be considered as leave availed. Holidays/off-days preceding or succeeding the duration of EL will not be considered as leave if the employee attends duty in the afternoon of the day prior to such preceding holiday/off-day or in the forenoon of the day after the succeeding holiday/off-day as the case may be.

B. Casual Leave (CL): All employees are eligible to avail 6 days casual leave per year. Casual leave is available for eligible employees to attend some urgent and unforeseen contingencies. Casual leave can be availed up to minimum half day.

Casual leave can be availed for 2 consecutive days at a stretch. It cannot be availed more than two days in a month. Casual leaves can be accumulated for coming years.

C. Sick Leave (SL): All employees including those on probation and training are eligible for 6 days SL per year. Such leave is granted to cover illness, disability or medical appointments. Sick leave exceeding three days are to be supported by evidence of treatment. Sick leave can be accumulated for coming years but cannot be clubbed with any other type of leave when availed. Holidays falling between sick leaves will not be treated as days of leave.

Leave without pay (LWP): Employees who have no other leave in their credit will be allowed to take LWP for emergencies, subject to the explicit permission of the reporting officer. Holidays/weekly off days falling within the duration of LWP will also be counted as LWP.

Maternity Leave (ML): Confirmed women employees are entitled to Maternity Leave for a maximum of 12 weeks with maternity benefit comprising of only the fixed pay as per the rules of company.

Absence from duty on expiry of Leave

The Company discourages leave extensions and prohibits extensions except under circumstances beyond the control of the employee. Absence without satisfactory explanation will be treated as breach of discipline and will be treated as leave without pay.

General Conditions

To avail leave, an employee is required to obtain approval of his/her reporting officer, in prescribed form and submit the approved application to HR prior to proceeding on leave unless it is an emergency. In case of emergency, the employee may inform the reporting officer as early as possible, i.e. by the start of the working day. Formal approval shall be obtained immediately on resumption of duty.

Sanctioning of leave is at the discretion of the reporting officer, keeping in mind the exigencies of work and availability of staff at a given time. Advance leave request of not less than three days is needed for one-day leave, one week notice for 2 or 3 days leave and one-month notice for leave exceeding 3 days. Leave taken without requisite notice period may be considered as leave without pay.

Performance Evaluation

Performance Evaluation (PE) has been designed to help develop a plan for the employee’s growth and success. It is an on-going process involving the employee and his/her supervisor(s) who discuss job performance and goals, identify and correct weaknesses, recognize and foster strengths and decide on approaches to meeting goals.

PE helps review salaries, determine training needs and explore the ways and means of achieving the goals.

Generally, each employee undergoes PE at the end of probation, upon completing a project and at the end of every 6 months.

4.1 Guidelines for Evaluation

A company which manages its human resources well will ensure that the goals of the individuals are aligned to that of the company. Whether or not this is happening can only be determined within a framework of an objective assessment of the performance of the employees. Moreover, systematic planning of performance objectives and assessment of the level of achievement of the objectives are essential for identifying gaps, suggesting corrective measures, planning the career, determining the rewards and most importantly ensuring a continual improvement in employee performance.

The success of an effective performance management system is predicated on the following:

• Objective Setting: Understanding and agreeing of roles by the Appraiser and the Appraisee; defining performance goals; and linking to company goals.
• Performance Evaluation: Self appraisal; assessment of the appraisal by the Appraiser and review of the appraisal.
• Performance Development: Competency development, counselling and feedback, mentoring and coaching for the development of individuals
• Recognition and Reward: Performance based Salary revision and rewards

4.2 The Process of Appraisal: Points to Keep in Mind

Points for the Appraiser

The fundamental basis of appraisal is open, frank and constructive discussion between the Appraiser and the Appraisee.

Every employee needs to know how he/she is doing, what he/she can do better and how he/she can develop.

Although appraisals are undertaken every six months or at the end of projects, it is advisable to have informal discussions and feedback as an ongoing exercise. The written appraisals shall reflect these feedbacks. Let there be no surprises.

Performance appraisal discussion should cover both performance review and career growth.

During the appraisal discussion, the Appraiser should acknowledge and congratulate the employee for his/her efforts and mention accomplishments.

During the discussions, the Appraiser shall avoid rushing through sensitive areas, becoming defensive, letting one item hog the discussion, making unsustainable commitments and comparing between individuals.

If there is a serious disagreement between the Appraiser and the Appraisee on a performance issue: be specific about the performance shortcoming, get the employee to agree that there is a problem and that it is his/her responsibility to correct the performance and hold the employee accountable for implementing the corrective plan within the agreed time frame.

Points for the Appraisee

In the final reckoning, the impact of the process of appraisal is most on the Appraisee. Hence the Appraisee should: - Ensure that the appraisal process proceeds on schedule - Seek clarifications required from the Appraiser or HR - Be open and frank in stating his/her views before the Appraiser - Ask for data in support of feedback - Identify areas of development with the Appraiser - Seek guidance and feedback from the Appraiser (Structured formats employed for PE are available with HR)

Training and Development

Need-based training and development programmes may be provided to employees to impart and/or upgrade the required technical and other skills relevant to their jobs and functions.

Compensation and Benefits

The Company’s compensation policy is designed to value and reward an employee’s performance and his / her acquiring skills, competencies and business knowledge. The compensation policy attempts to:

• Attract motivate and retain high performing professionals who contribute to the achievement of the company’s business objectives.
• Maintain pay competitiveness in relation to the external labour market
• Maintain, within the organization, equity and fairness based on the performance of and the responsibility assumed by the employee
• Provide a system that communicates and reinforces the linkage between the employee’s and company’s performance

The compensation package will include gross salary, performance related rewards, and other benefits introduced from time to time.

Mode of payment: Salary will be credited to the employee’s account, opened with the bank of the company.

Providing a Healthy Working Environment

Netspective Communications LLC is committed to provide an open and frank working environment where any problem, complaint, suggestion, or question can be aired at an appropriate forum, and will be responded to by the management promptly and sympathetically.

Problem Resolution

The Company will strive to ensure fair and honest treatment of all employees who, in turn, are expected to treat each other with mutual respect. Employees will have the freedom to offer positive and constructive criticism. If employees disagree with established rules of conduct, policies, or practices, they can express their concern through the problem resolution procedure. No employee will be penalized, formally or informally, for voicing a complaint with the Company in a reasonable, business-like manner, or for using the problem resolution procedure.

If a situation occurs when an employee believes that a condition of employment or a decision affecting him/her is unjust or inequitable, he/she is encouraged to make use of the following steps. The employee may discontinue the procedure at any step. - Employee presents a given problem to the immediate superior. If the employee believes the immediate superior is not the appropriate person to resolve his/her problem, he / she are at liberty to present the problem to the head of the Group. - It is the responsibility of the superior / head of the group to discuss the problem with appropriate level of management and find a solution or initiate the necessary steps to a solution. - If the problem is unresolved, the employee can present the problem directly to the HR Group which will resolve the problem in consultation with the CEO or other designated authority, within the shortest possible time. The decision of the review panel will be communicated to the employee. - An employee has the freedom to approach CEO at any time to report their concerns.

Not every problem can be resolved to everyone’s complete satisfaction, but only through understanding and discussion of mutual problems can employees and the management develop confidence and trust in each other. This confidence and trust are the most contributing factors in creating a healthy environment.

Corrective Disciplinary Action

The purpose of corrective disciplinary action, short of termination, is to encourage employees to improve their performance or conduct so that they may continue their employment with the company. If it becomes necessary for a manager to discipline an employ, several factors are taken into consideration:

• Nature and seriousness of the offence or poor performance
• Employee’s past record
• Any other mitigating or aggravating circumstances

The process will involve:

• Notice describing the nature of the employee’s action/shortcoming/poor performance and seeking explanation of the employee within a prescribed time
• Based on the explanation of the employee or his/her failure to give a satisfactory explanation within the prescribed time the manager will recommend appropriate action to the management.
• The management shall review the case and take action, as deemed appropriate, including termination.

Dress Code

During office hours, the employees are required to present a clean and well-groomed appearance and to dress according to the needs of their positions. Gents and ladies are expected to be present for work in formal dressings.

Attire that is not encouraged by the company on regular working days:

For Men: Includes jeans, tee-shirts, dhotis, sandals/slippers (only formal shoes are encouraged on working days) and others not appropriate to a business environment.

For Women : Includes jeans, tee-shirts, skirts, short tops (length above the knee)for salwars /churidar, slippers and others not appropriate to a business environment.

Ladies are expected to wear minimal jewels.

Decent casuals are allowed on Fridays and Holidays:

Casual attire for men generally includes Shirts and Collar Tee shirts-Tucked in, trousers, decent Jeans and shoes. However, it does not include:

• Sports clothing such as sweatpants, tennis or similar shoes, sandals or jogging attire;
• Faded, torn or patched jeans, dhotis ,shorts or other clothing;
• Round neck or high neck Tee shirts
• Shirts or T shirts with slogans or messages

Casual attire for women generally includes Shirts, tops and Tee shirts, trousers, decent Jeans. However, it does not include:

• Sports clothing such as sweatpants, tennis or similar shoes, slippers or jogging attire;
• Faded, torn or patched jeans ,shorts or other clothing;
• Shirts or T shirts with slogans or messages

On special days like November 1 and Onam celebration day the employees may wear traditional dresses.

Cafeteria

A cafeteria is being maintained within the company premises for the use of the employees.

Utilisation of the canteen facility shall be restricted to 15 minutes for tea/coffee breaks and 30 minutes for lunch by an employee.

Code of Conduct

Netspective Communications LLC, as a corporate entity, is committed to carry out its business in accordance with all the applicable laws and shall exercise the highest degree of professional integrity in its dealings with others. The Company will be responsive to the concerns of the larger community it is part of.

The highest standards of conduct are expected from the employees of the Company and all other persons who act on behalf of the Company.

Infraction of Code of Conduct

It is not possible to list all the forms of behaviour that are considered unacceptable in the workplace. However, a set of examples of infraction of rules of conduct that may result in disciplinary action, up to and including termination of employment, is presented below.

• Causing damage to or theft or inappropriate removal or possession of company property
• Falsification of attendance/timekeeping records, employee personal data, employment information etc.
• Working under the influence of alcohol or illegal drugs
• Boisterous or disruptive activity in the workplace including use of abusive language
• Insubordination or other disrespectful conduct
• Discourteous behaviour and conduct to other employees, clients or visitors
• Violation of safety, security or health rules including carrying dangerous arms or weapons to company premises
• Smoking in the office premises other than designated smoking areas.
• Unauthorized / inappropriate use of telephones, computer and e-mail system or other company-owned equipment.
• Excessive absenteeism or any absence without notice / habitual late attendance
• Sexual or other unlawful or unwelcome harassment
• Unauthorized disclosure of business “secrets” or confidential information
• Fraud or dishonesty or other criminal conduct
• Taking or giving bribe / illegal gratification
• Negligence or neglect of work
• Usage of mobile phones during work hours may preferably be in silent mode and may be switched off during training sessions and conferences, to avoid disturbance to others.

Exclusive Employment

Employees of the Company are neither allowed to accept any kind of employment with any other person or organization without the explicit permission of management, nor associating themselves with any business or individual or institution if such association is directly or indirectly detrimental to the interests of the Company.

Solicitation

Employees are not allowed to canvass their colleagues in any manner without the approval of the Management. Examples of impermissible forms of solicitation include: collection of money, goods or gifts for religious / political groups; sale / distribution of materials or services not approved by the Company; and posting of written solicitations on Company notice boards or other mediums. Solicitation of employees by persons not employed by the Company is not allowed during the working hours within the Company premises.

Customer Relations

Employees reflect the nature of the organization hence all are expected to be polite, prompt and attentive to every customer.

Information Security and Control Procedures

All employees are bound by the security and control procedures adopted by the company. The Security Manual is available with the designated Security Controller. Employees are advised to familiarize themselves with the provisions of this manual.

As part of the security procedure designated officers are authorised to inspect the employees and their belongings. Employees are urged to avoid carrying bags, briefcases and other packets to the work place.

Visitors

With a view to helping maintain safety standards, ensuring security of Company properties, protecting confidential information, safeguarding employee welfare and avoiding potential distractions, only authorized visitors will be allowed to the premises of the Company.

Except for those with proper authorisation, all visitors should be entertained only in the visitors’ room preferably for a limited time. Authorised visitors will receive directions or will be escorted to their destination. Employees are responsible for the conduct and safety of their visitors.

If an unauthorized individual is observed on Netspective Communications LLC premises, employees should immediately notify their manager or, if necessary, direct the individual to the reception area.

Employees are requested to co-operate with the management in this regard.

Media Relations

Only persons designated by the management shall represent or respond to enquiries by the media on company policies, projects, customers, plans etc.

Maintaining Confidentiality

Employees are required to maintain strict confidentiality on data relating to compensation, benefits, performance evaluation and other sensitive personal data and to refrain from disclosing such information to other employees or outsiders.

Employees presenting papers or participating in discussions at seminars, workshops etc outside the company are urged to ensure that the intellectual property interests of the company are protected. All papers intended for presentation or publication should be cleared by the senior executive authorised to do so.

Emergency

In case of an emergency situation like fire, violence, accident, and medical emergencies employee/employees are advised to take such action as appropriate and possible to protect lives and properties and to inform superior officer and Head of Administration.

Off-Duty Conduct

Employees are expected to conduct their personal affairs in a manner that does not adversely affect their own or the Company’s integrity, reputation or credibility.

Official Travel

The process of approval for official travels is as follows:

The employee planning to travel on official work shall complete the Travel Request Form and get it approved by the respective functional head, not below a Project Leader. The approved TRF is to be sent to Administration for making travel arrangements and to Accounts for arranging advance in INR or Foreign Currency. TRFs for travels require the concurrence of the CEO.

All travel claims are to be settled within 5 working days of return and any outstanding advance shall be refunded. All expenses incurred during travel shall be backed up by original receipts and shall be re-imbursed up to the maximum limits defined in the travel rules, from time to time.

Employees are responsible to economizing as far as possible on travel.

Suggestions

The Company values and encourages ideas and suggestions about ways of improving the working environment, efficiency, customer service etc. Statements of problems without accompanying solutions or those relating to co-workers and management are not treated as suggestions.

Appropriate rewards will be awarded to the employees whose ideas are acted upon and benefited from.

Confidentiality Agreement

The protection of confidential business information and trade secrets is vital to the interests and the success of the Company. Such confidential information includes, but is not limited to, the following examples:

• Compensation data Confidential client information
• Customer list Marketing strategies
• Financial information Computer processes, programmes and codes
• New projects and proposals Prototypes of products

All employees are required to sign a Non-disclosure and Confidentiality Agreement (template mentioned in Annex) as a condition of employment. Employees who improperly use confidential business information will be subject to disciplinary action, up to and including termination of employment and legal action even if they do not actually benefit from the disclosed information.

Separation

The separation between the Company and an employee can take place essentially under three sets of context:

Resignation: Voluntary employment termination initiated by an employee.

Discharge: Involuntary employment termination initiated by the Company.

Contract Expiry / Retirement: Automatic employment termination due to contract expiry / the employee meeting age, length of service or any other criteria for separation from the Company.

Irrespective of the manner of separation, the employee is required to return all company-owned property being used / possessed by the employee and obtain “No dues” certificate from HR on or before the last working day to enable final settlement by the Accounts Department.

Resignation:

An employee wanting to terminate his/her employment with the Company must provide two months’ notice or payment of two months’ last drawn salary in lieu of notice. The manager, he/she reports to, is required to give a formal acceptance of the resignation along with the mutually agreed last working day of the employee with the Company. The last working day will be decided in a manner that does not hamper the progress of work in the Company.

The accrued/vested benefits that are due and payable at termination will be adversely affected, should the employee choose to terminate his / her employment with the Company without giving the required advance notice or without regard to the interests of the Company.

The Company will undertake an exit interview at the time of separation.

Discharge

There may be an occasion, in the context of overall business environment, when the company may be compelled to terminate the employment of one or more employees. In such an event the company will give advance notice as specified in the appoint order for termination at will or by paying equivalent compensation in lieu of advance notice.

Advance notice is not applicable to cases of termination under disciplinary action or termination during probation.

Annexure 1

AGREEMENT of Confidentiality and non-disclosure, Location of Intellectual Property, Protection from Conflict of Interest.

AGREEMENT made at ………. this …day of …, …… between Netspective Communications LLC. (hereinafter referred to as “The Employer”) having its registered office at ……………., of the FIRST PART and Mr/Ms. …………………………an Indian inhabitant residing at …………………… having permanent address at ………………. (hereinafter referred to as the “The Employee”) of the SECOND PART:

WHEREAS the Employer has invested considerable amounts in the development of Computer Techniques, Methodologies, Processes, Ideas, Formulas, Programs, systems, hardware and software (hereinafter called the “Inventions and know-how”) in order to provide computer-related services and program products to clients:

AND WHEREAS the Employer’s business activity requires a strict code of confidentiality of information to be maintained and whereas the protection of confidential business information and trade secrets is vital to the interests and the success of the Employer.

AND WHEREAS the Employer from time to time enters into agreements with clients where necessarily the Employees have to keep in totally confidentiality, both during the period of employment and thereafter, all information and data which comes into their possession as a result of the transactions involved:

IT IS NOW HEREBY AGREED between the Employer and the Employee as under:

1. “Intellectual Property” shall include:

   • Any and all information processing programs or any part thereof, additions thereto and materials related thereto produced at any time by the Employer. Program shall mean source code and/or machine instructions wherever resident and on whatever media and all related documentation and software.

   • All other information and material of the employer relating to design, development, method of construction, manufacture, operation, specifications, use and service of the employer equipment and components, including but not limited to, organizational processes, proprietary production/development processes, engineering and laboratory notebooks, reports, internal manuals, process data, technological data, test data, performance data, compensation data, inventions, prototypes, trade secrets, systems, software, computer programs, object codes, source codes, copyrighted matters, methods, drawings, computations, calculations, computer program narrations, flow charts and all documentations thereof and all copies.

   • Corporate strategies, marketing strategies, Research & Development Strategies, employee lists and skill sets, financial information, pending projects and proposals, new technology and/or product research and other confidential and proprietary material and information which would cause competitive harm to the employer if disclosed.

   • Customer and prospective customer lists, confidential client information, customer preferences and market research information.

   • All other information and material which may be gathered or collected or obtained by the employee in the course of any of the operations entrusted by the employer.

2. Employee agrees to retain the Employer’s intellectual property strictly confidential and a trade secret of the Employer. The Employee agrees not to use, or cause to be used, disclose, directly or indirectly, any of Employer’s intellectual Property except as directed by Employer, under which its nature as a trade secret is respected and the recipient promises to retain it in confidence. Upon termination of employment, the Employee agrees to surrender to the Employer all tangible forms of Employer’s intellectual Property which he or she may then possess or have under his or her control

3. The Employee acknowledges that prior to his/her employment by the employer, he/she had no knowledge of the intellectual property of the Employer and that such intellectual Property of the Employer is of a confidential and secret character and is vital to the continued success of the Employer’s business. The Employee further acknowledges that he/she is employed by the Employer in a capacity in which he/she will become acquainted with all or part of such Intellectual Property. In order to safeguard the legitimate interests of the Employer in such Intellectual property, it is necessary for the Employer to protect such Intellectual Property by holding it secret and confidential.

4. The Employee shall promptly disclose to the Employer, all inventions, discoveries, improvements and enhancements devised by him/her while in the Employment of the Employer, which inventions, discoveries, improvements and enhancements relate to products, systems, programs or other developments, manufactured or developed or sold by the Employer, or the manufacture, development or sale of which was at the time of said invention, discovery improvement or enhancement, in contemplation by the Employer and the Employee hereby agrees to transfer and assign, including any interest in and to any domestic or foreign patent rights and to the same the Employer, the Employee shall execute from time to time, during or after the termination of his/her employment, such further instruments, including without limitations, applications for letters of patent, trademarks, trade names and copyright or assignments thereof, as may be deemed necessary or desirable by the Employer to effectuate the provisions of this agreement. All expenses of filing or prosecuting any application for patents, trademarks of copyrights shall be borne solely by the Employer, but the Employee shall cooperate in filing and/or prosecuting any such applications.

5. Any patent or copyright developed at work by an employee of the Company is property of the company. Any information pertaining to such patent or copyright must remain on company premises. An employee sharing any internal information relating to the company must have prior approval of the Employer to do so.

6. The employee agrees that he/she shall not make, have made, replicate, reproduce, use, sell, incorporate or otherwise exploit, for his/her own or any other purpose, any of the intellectual property or other confidential information that is or may be revealed to him/her by the Employer unless specifically authorised to do so in writing by the employer.

7. No employee will store information outside of the company (either written or electronic form) about any matter pertaining to the conduct of the company’s business without the knowledge and consent of the Employer. No internal information shall be discussed/ shared with anybody without permission of the employer.

8. The employer and the Employee agree that no license under any patent or copyright now existing or hereafter obtained by the Employer is granted, agreed to be granted or implied by the terms of this agreement, or by the disclosure to the Employee of the Employer’s intellectual property and/or other confidential information.

9. The Employee acknowledges that any intellectual property or other confidential information of the Employer which comes into the possession and/or knowledge of the Employee is of a unique, highly confidential and proprietary nature. It is further acknowledged by the Employee that the disclosure, distribution, dissemination and/or release by the Employee of the Employer’s intellectual property or other confidential information without the prior written consent of the Employer will cause the Employer to suffer severe, immediate and irreparable damage. The Employee further acknowledges and agrees that in the event that the Employee does disclose, disseminate, distribute and/or release the Employer’s Intellectual Property or other confidential information without the prior written consent of the Employer, then the Employer shall be entitled to seek immediate injunctive relief to enforce the provisions of this Agreement. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, up to and including termination of employment and legal action, even if they do not actually benefit from the disclosed information.

10. The employee acknowledges that there shall be no conflict of interest and that all forms of bribes, kickbacks and illegal payments, in any form and for any purpose, to or from anyone with whom the employer conducts business, are strictly prohibited.The Employee undertakes to protect the Employer against any conflict of interest in his/her dealings with anyone with whom the Employer transacts business including customers, clients, owners, buyers, suppliers, banks, insurance companies, and people in other organizations. Examples of conflict of interest include, but are not limited to.: working for any of the groups mentioned above for personal gain; engaging in part-time activity for profit or gain in any field in which the company in engaged; and borrowing from and/or lending money to, individuals in organizations with whom business dealings are conducted. Any violation of the above can lead to disciplinary action, up to and including termination of employment and legal action, as appropriate.

11. The provisions of this Agreement shall be interpreted, determined and enforced in accordance with the laws of India.

12. In the event of any dispute or disagreement over the interpretation of any of the terms herein contained or any claim or liability of any party, the same shall be referred to a person to be nominated by the Employer, whose decision shall be final and binding upon the parties hereto. Such references shall be deemed to be a submission to arbitration, under the Indian Arbitration Act, 1940 or any modifications or re-enactment, thereof. The venue of arbitration shall be Ernakulam. Subject thereto the courts in Ernakulam shall have exclusive jurisdiction to the exclusion of all other courts.

13. If any provision of this Agreement shall be found by a judicial tribunal to be contrary to governing law, it shall be deemed null and void without annulling or rendering invalid the remainder of the Agreement.

14. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understanding pertaining to the subject matter thereof, no delay or omission of the employer in exercising or enforcing any of its right or remedies hereunder shall constitute a waiver thereof. This agreement may not be amended except in writing.

IN WITNESS WHEREOF the parties here have hereunto set their respective hands and seal the day and year hereinabove written.

SIGNED SEALED AND DELIVERED

by Netspective Communications LLC

by their authorized signatory Signature

SIGNED AND DELIVERED BY

Employee Signature

In the presence of

1. Name (Witness) Signature

2. Name (Witness) Signature