Mr./Ms.

resident of

son of

aged

yrs,

(hereinafter

called the Surety, which expression shall mean and include unless repugnant to the context his heirs, successors, legal representatives, executors, administrators, and assignees) of the THIRD PART. WHEREAS: 1. The Company is engaged in the business of ship chartering, brokering and maritime agency work and has extensive dealings with various Clients and parties in this behalf, requiring Executives who are well versed in handling business, technical and commercial maritime work and assignments for productively interacting with the Clients and prospective Customers. 2. Before offering formal appointment, the Company imparts to the prospective Employee, considered suitable and selected for such assignment, such basic training and know-how as is necessary for the Employee to discharge his duties, involving investment of time and money on the part of the Company; 3. The Company also seeks to safeguard and protect their commercial and business data concerning their present Clients and Business Associates and goodwill in the market by suitably advising the prospective Employee and obtaining Undertakings from the Employee that for a period specified in the agreement, he shall not join or collaborate or associate or assist or deal with in any manner whatsoever directly or otherwise or provide consultancy in any manner to any competitor including Firm or Company or act on their behalf with or without consideration or return or gratis or by way of favour, so that the current business deals and terms are not taken advantage of by any business rival / competitor or firm or Company which is similarly engaged in FIRST PARTY/COMPANY SECOND PARTY/EMPLOYEE Cont 2.

The business as that of the Employer. Further, the Employee shall not engage himself in similar business as that of the Company or use contact and goodwill of the Company for him personal gain and benefit. 4. On being approached by appointed Mr. upon certain terms and conditions . The Company has as Shipping Executive (Trainee) incorporated in this

Agreement and on the acceptance of his representations that he will abide by the Negative Covenant, as detailed hereinafter, once his contract of service stands terminated for whatsoever reason. Mr has agreed to be the surety for the Employee for the non-performance/non-fulfillment of the terms of the Agreement on the part of the Employee. NOW THIS AGREEMENT WITNESSETH:
1.

The Company has appointed Mr. time, for period of Four years commencing from

Shipping to .

Executive, for the duties/work assigned to him from time to The Employees place of posting at present will be in the National Capital Territory of Delhi. However, he shall be liable to be transferred to any other Department or Branch Office in India or abroad either in existence or that may be set up at a future date as per the requirements of the Company. 2. In terms of the Agreement the Company shall pay the Employee a salary of Rs. Gross per month with increments subject to performance, conduct and other relevant parameters. The grant of an increment will be at the sole discretion of the Company. 3. The Employee shall, in the discharge of his duties, conform to and comply with all the rules and regulations of the Company and shall not do or cause to be done anything against or contrary

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE

Cont 3.

to the interests of the Company. The Employee will follow all instructions to upgrade his skills and keep abreast with the latest techniques and procedure in the said trade or activity he is engaged or entrusted with by the Employer or his Representative, as the case may be. 4. The Employee shall, during the said term, engage himself efficiently and to the best of his ability and shall devote his whole time and attention to the concerned Department and faithfully carry out duties/work as assigned to him and shall obey and comply with all lawful and reasonable orders and directions given to him by the Management of the Company and Officers superior to him, and shall honestly, diligently and faithfully serve the Company and use his utmost endeavor to promote the business interests of the Company. 5. The Employee and Surety further acknowledge, accept and agree that it is also legitimate and fair for Company to safeguard and protect its commercial and business data, goodwill in the market, information and interests by obtaining undertakings from Employee that for the period specified in this Agreement Employee shall not join, collaborate, associate, assist or deal or provide consultancy in any manner, whatsoever whether directly or indirectly, to any competitor of Company engaged in similar business nor shall the Employee engage himself in a similar business as that of the Company or use his contact for his own personal gain and profit. 6. The Employee shall not at anytime divulge to any person whosoever and shall under no circumstance permit the circulation or publication or disclosure of any trade secret or any information concerning the activities or decisions of the Employer or of its dealings, transactions, or affairs which may come to his knowledge while in the services of the Company. If

at any time during his employment, the Employee is found guilty of willful
4

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE Cont 4.

breach or habitual negligence of the terms of his assignment or dereliction of duty and/or instructions given to him from time to time by the Company, the Company may without prejudice to any other action as may be called for, without any notice or payment in lieu of any notice, put an end to and determine the employment of the Employee. However, the Company shall so intimate to the Employee concerned in this regard. In such circumstances it will be deemed that the Employee himself so brought about such a situation by his conduct compelling the Company to put an end to his services and the Employee shall continue to be liable for all losses/damages as stipulated hereinafter. 7. The Employee shall not leave or abandon the service of the Company until the completion of the agreed period of service and handing over the charge to the Company. On completion of the agreed period of service, the Employee is bound to give three months prior notice in writing or tender the last three months drawn salary in lieu thereof before leaving the services of the Company. 8. In case of any breach of this Covenant, the following conditions shall be attracted immediately, namely: (a). The Company will tender in writing the specific grounds that amount to breach of Contract on the part of the Employee concerned. The Employee will be granted three days time to reply to the same in writing. If the reply is found unsatisfactory by the Company, the Employee will be required to tender three months salary in lieu of notice. The salary means pay along with all allowances, paid to an Employee while on duty. The said payment of

three months salary may be adjusted by the Company against dues payable to the Employee if the said amount
5

is so available.

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE Cont 5.

(b).

That the parties hereby agree that the minimum payment on account of damages shall be equivalent to six months salary, last drawn by the Employee. shall be payable by the Employee for breach of Contract on him part to the Company. Similarly, in the event of any breach of Contract on the part of the Company, the Employee will be eligible to receive the said payment from the Company. The said amount

(c).

The Employee affirms that it shall not be open to him to plead that the amount of compensation is excessive or that it tantamount to penalty or that it is otherwise not recoverable according to law.

(d).

The Company, without prejudice to their rights, may consider waiving of making the claim in case of serious illness, injury, physical disability or such personal and compelling circumstances as may be reasonable to warrant the course of action decided upon the Employee.

9.

The Surety hereby agrees to stand guarantee for the said Employee to compensate the Company, due to nonperformance or non-compliance or breach by the Employee of the terms and conditions specified in this Agreement and the surety hereby further agrees that no indulgence shown or concession granted to the Employee shall have the effect of discharging the said Surety or shall effect his liability arising out of this Agreement as mentioned in paragraph nine above.

10.

The Employee hereby agrees and undertakes:associate or affiliate organizations/ entities to which he may be

10.1 To serve the Company or any of its holding, subsidiary,

transferred for a minimum period of 4 (Four) years from the date of appointment, excluding unauthorized leave, leave
6

without pay and study leave, if any. 10.2 To obey and abide by all the orders, instructions, rules, regulations, service conditions and standing orders of the Company and of its authorized officers and representatives, issued from time to time.

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE
Cont 6.

10.3 To compensate the Company in the manner specified in clause 8(b) and clause 7 hereof in regard to the salary paid to the employee if the employee abandons or refuses to serve the company for a period of Four years from the date of appointment. 10.4 Not to take up employment or consultancy services either full time or part time in whatsoever manner with any other person, Firm or Company during the said period of 4 (Four) years. 10.5 To serve the Company loyally and treat all information, data, business plans, business affairs, contacts and connections of Company in strict confidence and to use them exclusively for the benefit and profit of the Company. 10.6 Not to sell the goodwill of the Company for his own benefit or of anybody else or any body corporate, which has been built over a period of 30 years involving considerable expenditure on the part of the Company during the subsistence of this agreement or for a period of Six months after its termination or otherwise. 10.7 Not to take up any whole time or part time employment or consultancy of any nature or assignment, whether for remuneration or otherwise, with any other person, Firm or Company/entity engaged in similar business as that of the company or any competitor of Company for a period of six months in order to protect companys goodwill from the date he leaves the services of the company (even if he leaves the services of the company after paying liabilities to company and

fulfilling all other conditions as stipulated in this agreement), or from the date of discharge or termination from the services of
7

the company, as the case may be. The restriction are limited to National Capital Territory of Delhi/National Capital Region and metro city of Mumbai including its satellite towns where the company has got substantial stake in the business and goodwill in the market. 11. That the Employee affirms that the bar of period of six months (Negative Covenant) is just and reasonable in the context of the current business contacts and transactions of the Company,

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE Cont 7.

whereas

the

Company

is

required

to

provide

various

opportunities towards skill development, training and other professional exposures that all add to the costs on the part of the Company including its impact on the goodwill and reputation 12. of the Company.

The claim for compensation and liquidated damages for any breach and all other matters, actions, disputes, claims, differences or controversies between the parties hereto arising out of or in connection with or in relation to this Agreement, whether in contract, tort, or otherwise shall be settled and resolved by an Arbitrator to be conducted at New Delhi, in accordance with the Arbitration & Conciliation Act, 1996, by a Sole Arbitrator appointed by the Company. The decision of the Sole Arbitrator shall be final and binding on both the parties.

13.

In the event any provision of this Agreement is found to be invalid, unlawful or unenforceable to any extent, such term, condition and provision will, to that extent, be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

14.

This Agreement will not be superseded by any other contract or terms and conditions of service governing the Employees
8

services in the Company including those contained in the Appointment Letter, confirmation letter or any other letter or communication issued or that may be issued by the Company to the Employee. 15. Both the parties herein agree and covenant to that on expiry of the four years period commencing from ,as per the covenants hereinabove contained, this agreement with all the terms and conditions as also covenants and obligations as contained herein, would continue to govern both the parties for a

FIRST PARTY/COMPANY

SECOND PARTY/EMPLOYEE Cont 8.

further period of four years, if none of the parties give notice in writing expressing his intention to terminate the Agreement to other party at least three months prior to the expiry of the initial four years period.