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
