Exhibit 10.14
EMPLOYMENT
AGREEMENT
THIS AGREEMENT
(“Agreement”) is made as of March 5, 2009 by and
between Syntel, Inc., 525 E. Big Beaver, Suite 300, Troy, MI 48083
(“SYNTEL”) and Anil Jain (“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 (1) the execution of and
return of this Agreement, (2) the execution and return of your
offer letter, (3) your providing SYNTEL all required work
authorization documents to work at the location assigned to you by
SYNTEL, and (4) the commencement of your providing services on
behalf of Syntel at the location assigned to you by
SYNTEL.
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 and Limitation of
Action . In consideration of employment with SYNTEL, EMPLOYEE
agrees that any lawsuit, dispute, controversy, or claim arising out
of or related to this Agreement which has not been mutually
resolved by the parties (including but not limited to any dispute,
controversy, or claim of any kind, including but not limited to
disputes relating to any employment by SYNTEL or the termination
thereof, claims for breach of contract or breach of the covenant of
good faith and fair dealing, infliction of emotional distress,
defamation and any claims of discrimination, harassment or other
claims under Title VII of the Civil Rights Act of 1964, the
Age
Discrimination in Employment Act, the Americans
With Disabilities Act, the Employee Retirement Income Securities
Act, or any other Federal, state or local law or regulation now in
existence or hereinafter enacted and as amended from time to time
concerning in any way the subject of the EMPLOYEE’s
employment with SYNTEL or its termination) 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. In partial consideration for
employment, EMPLOYEE shall not commence any action or other legal
proceeding relating to employment or the termination thereof more
than six months after the event complained of and agrees to WAIVE
ANY STATUTE OF LIMITATIONS TO THE CONTRARY. 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; shall be entitled to
award such relief as may be granted by a court in the same
jurisdiction; and shall be entitled to determine the allocation of
fees associated with the arbitration in accordance with state
statutes in the same jurisdiction. 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. SYNTEL and EMPLOYEE
agree that they shall treat the arbitration itself and the outcome
of the arbitration as confidential.
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 rel
