An Agreement made the day of between ABC Company whose registered office is situated at………. (hereinafter called “the Company”) of one part and Mr XXX (IC or Passport No………..) (hereinafter called the Director) of the other part.
WHEREBY IT IS AGREED as follows:

1. The Company shall employ the Director and the Director shall serve the Company as

Director of the Company and subject to the provisions for determination of his agreement hereinafter contained such employment shall continue until his employment shall be terminated as hereinafter provided.

2. As the Director of the Company the Director shall

(a) undertake such duties and exercise such powers in relation to the Company and its business as the Board of Directors of the Company (hereinafter referred to as the Board) shall from time to time assign to or vest in him;
(b) in the discharge of such duties and in the exercise of such powers observe and comply with all resolution regulations and directions from time to time made or given by the Board;
(c) devote the whole of his time and attention during business hours to the discharge of his duties hereunder;
(d) conform to such hours of work as may from time to time reasonably be required of him and be entitled to receive any remuneration for work performed outside his normal hours;

3. The Director shall not without the consent of the Company during the continuance of this agreement be engaged or interested directly or indirectly in any capacity in any trade business or occupation whatsoever other than the business of the Company. In this clause the expression occupation shall include membership of Parliament or any other public or private work which in the opinion of the Company may hinder or otherwise interfere with the performance by the Director of his duties under this Agreement.

4. The Director shall not be obliged (except for occasional visit in the ordinary course of his duties) to reside outside ………..

5. The Director shall not except as authorized or required by his duties reveal to any person, persons or company any of the trade secrets, secret or confidential operations processes or dealings or any information concerning the organization business finances transactions or affairs of the Company or any of its subsidiaries which may come to his knowledge during his employment hereunder and shall keep with complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company or its business or may be likely so to do. This termination of this agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain.

6. The Director shall not during the continuance of this agreement make otherwise than for the benefit of the Company any notes or memorandum relating to any matter within the scope of the businesses of the Company or concerning any of its dealings or affairs nor shall the Director either during the continuance of this agreement or afterwards use or permit to be used any such notes or memorandum otherwise than for the benefit of the Company it being intention of the parties hereto that all such notes or memorandum made by the Director shall be the property of the Company and left at its registered office upon the termination of the Director’s employment hereunder.

7. (i) Any discovery or invention or secret process or improvement in procedure made or

discovered by the Director while in the service of the Company in connection with or
in any way affecting or relating to the business of the company capable of being used
or adapted for use therein or in connection therewith shall forthwith be disclosed to
the Company and shall belong to and be the absolute property of the Company.
(ii) The Director if and whenever required so to do (whether during or after the termination of his appointment) shall at the expense of the Company or its nominee apply or join in applying for letters patent or other similar protection in …………(name of Country) or any part of the world for any such discovery invention process or improvements and do all things necessary for vesting the said letters, patent or other similar protection when obtained and all right and title to and interest in the same in the Company ( or its nominees ) absolutely and as sole beneficial owner or in such other person as the Company may require.
(iii) The Director hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do such instrument or thing and generally to use his name for the purpose of giving to the Company ( or its nominess ) the full benefit of the provisions of this clause and in favour of any third party a certificate in writing signed by any Director or Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.

8. Subject as hereinafter provided the Company shall pay to the Director during the continuance of his employment hereunder a salary at the rate of …………. per mensum ( or such higher rate as may from time to time be agreed between the parties or determined upon and notified to the Director by the Company ). In the event of any increase of salary being so agreed or notified of such increase shall thereafter have effect as if it were specifically provided for as a term of this agreement. The said salary shall be payable monthly ( and proportionally for any lesser period each month being deemed to accrue rateably from day to day ) in arrears on the last of each month.

9. The Director shall receive whilst in the employ of the Company the following further benefits :

(a) free first class government or private hospital ward and treatment charges for himself and immediate family ;
(b) a bonus equivalent of two (2) months basic salary or such greater amount at the Company’s disretion shall be paid at or before the end of calendar year provided that in the event the Director has not completed one calendar year service he shall be paid pro rata for each month of employment ;
(c) the Director shall receive comprehensive personal accident insurance coverage for any amount of not more than six (6) years of his gross salary at the Company’s expense and for the benefit of the Director’s nominee;
(d) the Company will provide Provident Fund at the normal statutory rate;
(e) the Company shall pay retirement benefits equivalent to 2 months basic salary of the last drawn salary, for each year of service on the retrenchment, retirement or death including retirement on medical grounds of the Director.
(f) the Company shall pay one overseas trip for the Director and his immediate family.

10. The Company shall provide and maintain for the sole use of the Director while on the business of the Company a motor car of suitable type and shall pay all expenses in connection with such use such motor car to be changed from time to time in accordance with the Company’s policy regarding vehicle replacements.

11. The Director shall be reimbursed all traveling hotel and other out of pocket expenses reasonably incurred by him or about the discharge of his duties hereunder.

12. The Director shall be entitled to three (3) weeks’ holiday ( in addition to gazetted public holidays) in each year to be taken at such times as the Board shall consider most convenient having regard to the requirements of the Company’s business.

(i) If the Director shall at any time be incapacitated, prevented by illness, injury, accident or any other circumstances beyond his control ( such incapacity or prevention being hereinafter referred to as the incapacity) from discharging in full his duties hereunder for a total of one hundred and eighty or more days in any twelve consecutive calendar months the Company may by notice in writing to the Director given at any time so long as the incapacity shall continue (a) discontinue payment in whole or part of the said salary on and from such date as may be specified in the notice until the incapacity shall cease or (b) (whether or not payment shall already have been discontinued as aforesaid) determine this Agreement forthwith or on such date as maybe specified in the notice. Subject as hereinafter provided the said salary paid to the Director in accordance with clause 8 hereof in respect of the period of incapacity prior to such discontinuance or determination.
(ii) Provided that if the incapacity shall be or appear to be occasioned by actionable negligence of a third party in respect of which damages are or may the Board of that fact and of any claim compromise settlement of judgement made or awarded in connection therewith and shall give to the Board all such particulars of such matters as the Board may reasonably require and shall if so required by the Board refund to the Company such sum ( not exceeding the amount of damages recovered by him under such compromise settlement or judgement less any costs in or in connection with or under such claim compromise settlement or judgement borne by the Director and not exceeding the aggregate of the remuneration paid to him by way of salary in respect of the period of the incapacity as the Board may determine.
(iii) Except as expressly provided by this clause the Director shall not be entitled to any salary or commission in respect of any period during which he shall fail or be unable from any cause to perform all or any of his duties hereunder without prejudice to any right or action accruing or accrued to either party in respect of any breach of this Agreement.
14 (i) This Agreement may be terminated forthwith by the Company without prior notice if the Director shall at any time:-
(a) commit any serious or persistent breach of any of the provisions herein contained;
(b) be guilty of any grave misconduct or willful neglect in the discharge of his duties hereunder;
© become bankrupt or make any arrangement or composition with his creditors;
(c) be convicted of any criminal offence other than an offence which in the reasonable opinion of the Board does not affect his position as the Director of this Company;
(d) become permanently incapacitated by accident or ill-health from performing his duties under this Agreement and for the purposes of this sub-clause incapacity for six consecutive months or for an aggregate period of nine months in any twelve months shall be deemed to be permanently incapacity;
(e) If the Director shall cease to be a director of the Company his Agreement shall thereupon automatically determine but if such cessation shall be caused by any act or omission of either party without the consent concurrence or complicity of the other such act or omission shall be deemed a breach of the Agreement and determination hereunder shall be without prejudice to any claim for damages in respect of such breach.
(ii) The Director may resign from office by three (3) months notice of termination of this employment as Director.
15 (i) In this clause the following expressions bear the meanings ascribed to them, namely:-
the products means any product of a type which on the date of termination of this Agreement is manufactured and/ or marketed by the Company in relation to the manufacture and/or marketing of which the Director has obtained knowledge of trade secrets or other confidential information of the Company. The prohibited areas means XYC and DYA
(ii) Since the Director ( has obtained and) is likely to obtain in the course of his (further) employment with the Company knowledge of trade secrets of the Company particularly in the field of the products and also other confidential information of the Company the Director hereby agrees with the Company that in addition to the restrictions contained in clauses 3,5 and 6 of this Agreement he will be bound by the following restrictions:-
(a) that if Company shall have obtained trade secrets or other confidential information from any third party under an Agreement including restrictions on disclosure known to him he will not without the consent of the Company at any time ( whether during his service or after the termination date) infringe such restrictions:
(b )that he will not during a period of 2 years from the termination date within the prohibited area solicit in competition with the Company in relation to the products the custom of any person, firm or company who at any time during the last 5 years of his service with the Company was a customer of the Company.
(iii) Since the Director also may obtain in the course of his employment by reason of services rendered for the Company knowledge of the trade secrets or other confidential information of such Company the Director hereby agrees that he will at the request and cost of the Company enter into a direct agreement or undertaking with such Company whereby he will accept restrictions herein contained (or such of them as may appropriated in the circumstances) in relation to such products and such area and for such period as such Company may reasonably require for the protection of its legitimate interests.

16. Notices may be given by either party by letter or by fax addressed to the other party at ( in the case of the Company) its registered office for the time being and ( in the case of the Director) his last known address and any such notice given by letter shall be deemed to have been given at the time at which the letter would be delivered in the ordinary course of post.

17. The expiration or determination of this Agreement howsoever arising shall not affect such of the provisions hereof as are expressed to operate or have the effect thereafter and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this agreement by the other party.

18. The Director shall during the continuance of this Agreement account to the Company for any remuneration or other benefit received by him as Managing Director or other office of or shareholder in any Company promoted by the Company or any subsidiary of the Company.

19. If before the termination of this Agreement, the employment of the Director hereunder shall be determined by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation and he shall be offered employment with any concern or undertaking resulting from such reconstruction or amalgamation or terms and conditions not less favourable than the terms of this agreement then the Director shall have no claim against the Company in respect of the determination of his employment hereunder.

20. This Agreement is in substitution for all previous contracts of service between the Company and the Director which shall be deemed to have been terminated by mutual consent as from the date on which this Agreement commences.

21. For all purposes, this Agreement shall commence on 1 st January xxxx and shall continue until 31 st December xxxx

IN WITNESS WHEREOF the parties have hereunto set their hands the day and year first above written.
Signed by the Directory/Secretary
for and on behalf of
ABC Company
in the presence of:-
SIGNED by the said Mr XXX
In the presence of:-
Name & Address & ID

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