Exhibit 10.15
EMPLOYMENT
AGREEMENT
THIS AGREEMENT
(“Agreement”) is made as of October 18, 2001 by
and between Syntel, Inc., 2800 Livernois Road, Suite 400, Troy, MI
48083 (“SYNTEL”) and Raghunath Ramdas
(“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 in any
way related to EMPLOYEE’S employment with SYNTEL, the
performance of services to any SYNTEL customer, or created, in
whole or in part, during working hours or with information or
resources obtained from or through SYNTEL or any SYNTEL customer,
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, if applicable, the approval of
your H-1B visa 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. Non-diversion 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.
Non-solicitation/Non-compete . 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, Exhibit A -
“Confidential Information”, 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, as set forth in
Paragraph 13, to prevent any breach and to secure the enforcement
of its rights hereunder.
11. Arbitration . Any
dispute, controversy, or claim arising out of or related 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 for those
disputes, controversies, or claims arising out of EMPLOYEE’S
failure to abide by Paragraphs 6, 7, and/or Exhibit A
“Confidential Information” of this Agreement. 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
