India+ +fractal+ +Imagineer+Offer+Letter+2023!08!03

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August 03, 2023

Sohom Roy

Offer of Appointment

Dear Sohom ,

We are delighted to offer you the position of Imagineer(Grade E). The position is based out of Pune and entails
travel within and/or outside the country depending on project delivery requirements.

Your appointment is effective from the date of your joining which shall be [no later than/ on or before] September 14,
2023.

People principles at Fractal

We believe that we are building a great organization, an institution that can stand the test of time, a place that is
unusually honest, client and people focused, a place we can all be proud of having created. In our quest for
excellence, we are governed by following people principles in everything we do:

We place extreme trust in one another.


We believe in freedom - We respect the choices people make.
We treat each other as we would like to be treated.
Anyone can ask a straight question and expect a 100% honest answer.
The content of our work is respectable no matter what it is-as long as the why and how are clear.
Once a Fractalite, always a Fractalite.
We hire for Fractal first and then for the appropriate role.

The overarching principle at Fractal is to do what’s right for the client and Fractal. When in doubt, we choose client
over Fractal, Fractal over any team within Fractal and any team in Fractal over self.
Higher Education Support

At the end of Year 3, top performing Imagineers (solely determined by the Company) will be eligible for 100%
sponsorship to leading Postgraduate programs in India (the program details to be solely determined by the
Company). You become eligible for being considered for the Higher Education Support Financial Assistance
(“Assistance”) only if you meet or exceed the milestones and performances determined by the Company. If you
receive the Assistance, you will be considered to be under unpaid sabbatical during the period of the study. Upon
completion of the study, you are required to re-join Fractal and serve further three years of continuous service (Re-
joining Period”).

Other Terms and Conditions

1. Compensation

(a) Your 3-year compensation is fixed at INR 31,00,000/- , break-up for the first year is INR 7,50,000/- including a
Committed Pay of INR 68,182/- and will be subject to statutory and other deductions as per company policies and
practices. Break-up for second year is INR 8,25,000/- including a Committed Pay of INR 75,000/- and will be subject to
statutory and other deductions as per company policies and practices. Break-up for third year is INR 9,25,000/-
including a Committed Pay of INR 84,091/- and will be subject to statutory and other deductions as per company
policies and practices.

(b) Joining Bonus : As a part of the offer, The Joining Bonus will be paid to you in two tranches.

• First tranche: INR 1,00,000 will be paid to you along with salary credited on first month of your employment from the
date of joining.

• Second tranche: INR 1,00,000 will be paid to you along with salary credited on third month of your employment from
the date of joining.

In case, you resign (serving notice period) or are terminated from your position at Fractal Analytics within 18 months
of continuous employment from the Joining Date, you shall be liable to return the total amount of joining bonus (on
actuals).

(Joining Bonus payments are subject to statutory deductions)

(c) Committed Pay : You will be entitled to be considered for such Committed Pay upon completion of your first
anniversary at Fractal, provided your employment has not been terminated as per Clause 10 (Termination) below. The
details of your compensation break-up are provided in the attached Appendix – I.

(d) Retention Bonus : Upon completion of 2(two) years (“Retention Period”) of continuous service with the
organization, you will be paid a retention bonus of INR 4,00,000/- (“Retention Bonus”) along with the salary credit of
twenty fifth month from your date of joining (“Retention Bonus Pay-out Date”). (Retention Bonus payments are
subject to statutory deductions).
2. Other Work

(a) This is a full-time employment with the company. As an employee of the company, you agree to devote your best
efforts to further the best interests of the company. You shall devote yourself exclusively to the business and
operations of the company. During your employment with the company, you will not, without the prior written
approval from the HR department of the company, take up any other work, assignment, or project for remuneration
(part time or otherwise).

(b) Further, during your employment with the company, you will not, without the prior written approval from the HR
department of the company, (i) take up any work, assignment, or project on a pro bono basis (part time or otherwise)
or (ii) work in an advisory capacity or (iii) author any book or article or other publication or conduct any training,
workshop, or presentation.

The approval under (a) or (b) shall be granted at the absolute discretion of the HR department and on a case-to-case
basis.

(c) If such work or assignment or project under (b) above: (i) applies or involves or uses, in any manner and to any
extent, the know how or trade secrets, other intellectual property rights or the proprietary or confidential information
of the company, or (ii) is defamatory for, or prejudicial to the interest of, the company, its management or any of its
employees, then you will not be permitted to take up such work or assignment or project. The HR department shall
determine whether such work or assignment or project is covered by (i) or (ii) above and such determination shall be
final and binding on the employee

3. Confidential Information

You will protect confidential, proprietary and other information of the company, in accordance with the provisions of
the non-disclosure agreement executed by you with the company (“NDA”).

4. Conflict of Interest

It is intended to avoid conflict between your interest as an employee, and the interest of the company in dealing with
suppliers, customers and all other organizations or individuals doing or seeking to do business with the company.
Further, if any conflict of interest does arise in future, you will promptly report the same to the APEX manager of your
team and the HR department.

Without prejudice to the provisions of Clause 3 (Other Work), during your employment with the company, you will not
engage in activity that:

(a) conflicts with the company’s business interests

(b) interferes with the proper and efficient performance of your duties in relation to the company, or

(c) interferes with the independent exercise of your judgment in company’s best interests.

Noted below are a few examples of conflict of interest:


(a) You or any dependent member of your family should not have an interest in any organization, which has business
dealings with the company, where there is an opportunity for preferential treatment to be given or received, except
where such an interest comprises of securities in widely held corporations which are quoted and sold on open
market, or the interest is not material.

(b) You or any dependent member of your family should not buy/sell or lease any kind of property, facilities, or
equipment from or to the company or any affiliate or to any other company or individual that is or is seeking to
become a contractor, supplier or customer, except with the knowledge and consent of the management.

(c) You are not to serve as an officer, director or in any other management capacity or as a consultant to any another
company or organization doing or seeking to do business with the company or an affiliate except with the knowledge
and consent of the management of our company.

(d) You are not to use or release to a third party any data on decisions, plans, competitive bids or any other
information concerning the company, which might be prejudicial to the interest of the company.

(e) You or any dependent member of your family should not accept commission, a share in profits or other
payments, loans (other than with established banks or financial institutions), services, excessive entertainment and
travel or gifts or more than nominal value from any individual or organization doing or seeking to do business with
the company.

5. Non-Compete and Non – Solicitation

(a) Non-Compete - You agree and undertake that for a period of one (1) year from the Termination Date of your
employment with the company in any manner whatsoever, you will not, directly, or indirectly:

i) be concerned in any business or activities which competes with the business or activities of the
company or any part thereof.

ii) become a partner, director, designated partner, manager, shareholder (holding more than (two per cent)
2% interest in the company), employee, secondee, consultant or agent in, of or to,

(A) any past or present client of the company or its affiliates, if you were part of, involved in, assisting, or
advising on, or supervising or leading, any project, work, assignment or deliverable for such client, any time
during the nine (9) months immediately preceding such Termination Date, or

(B) any entity or individual/s (as applicable) involved in any business or activities which competes with
the business or activities of the company or any part thereof.

(b) Non-Solicitation- You agree and undertake that for a period of one (1) year from the Termination Date of your
employment with the company in any manner whatsoever, you will not, directly, or indirectly:

i) interfere with, tender for, canvass, solicit or endeavour to entice away from the Company the business of
any Person who was a customer, client, or agent of or supplier to, or who had dealings with the Company.

ii) supply any product, carry out or undertake or provide any service to any Person who was a customer,
client, or agent of or supplier to or who had dealings with the Company
iii) interfere or endeavour to interfere with the continuance of the provision of goods or services to the
Company by any Person who was a supplier to the Company

iv) be employed by, enter partnership with, employ, attempt to employ, or negotiate or arrange the
employment or engagement by any other Person, of any Person who was part of the management of the
Company, an employee employed in a skilled or managerial capacity of the Company; and

v) solicit, interfere with, tender for or endeavour to entice away from the Company any contract, project
or business, or the renewal of any of them, of the Company which is in progress on the date of termination
of the Company or negotiations for which are in progress on that day.

(c) You agree and acknowledge that:

i) your obligations as set out in 6(a) and 6(b), above extend to you, acting not only on your own account but also on
behalf of any other firm, company or other person or entity, and whether alone or jointly with any person, partner,
director, designated partner, manager, shareholder (holding more than (two per cent) 2% interest in the company),
employee, secondee, consultant or agent of any other person or entity and shall apply whether you act directly or
indirectly; and

ii) the restrictions contained above represent a partial restriction to work and do not violate your freedom to work
and are considered by you to be reasonable in all circumstances.

6. Protection of Interest

You agree to abide by the terms of the NDA, inter alia, in relation to Inventions (as defined under the NDA) and
protection of company’s rights and interests in relation to such Inventions. The NDA will become applicable to you
from the date of joining and you shall abide by its terms in the interest of the company.

Without prejudice to your obligations under this offer letter or the NDA, you further agree and undertake to refrain
from disclosing or sharing the Inventions, any part thereof or any information in relation thereto, including the
existence of such Invention, or any other information the disclosure of which might harm or destroy the competitive
advantage of, or prejudice the business interests of the company.

7. Company’s policies

By executing this offer letter, you also agree to be bound by the company’s policies which are all available at the
company’s knowledge management portal: Employee Handbook – HomeIndia (sharepoint.com) and the terms and
conditions of the Training Policy provided as Annexure A to this offer letter (the “Company Policies”) which may be
updated from time to time. You will acquaint yourself with the terms and conditions contained in such Company
Policies. If you have any questions on the meaning and/or implication of any of the terms and conditions contained
therein, you may consult your manager, APEX manager or HR Business Partner in the company.

8. Leave

As a principle, the company does not account for leaves availed by you while at Fractal. The overall guideline is that
you are permitted to take twenty-seven (27) days off per year on an average all-inclusive of vacation time as well as
times of sickness or personal emergency.
The company may be required to record the number of leaves availed by you along with the duration of your
employment with the company to fulfil any obligations towards you as per applicable employment statues.

9. Notice Period

Your employment can be terminated either by you or as per Clause 10 (Termination) below by the company with a
minimum of thirty (30) days’ written notice or salary in lieu of such notice. If the employment is being terminated
pursuant to clause 11 (termination), then the company agrees that on your request, the notice period served by you
will stand extended by such period as mutually agreed provided that the total notice period will not exceed sixty (60)
days.

If the employment is being terminated pursuant to a resignation received from you, then you agree that on
company’s request, the notice period served by you will stand extended by such period as the company may deem fit,
provided that the total notice period will not exceed sixty (60) days. The company may, at its sole discretion, relieve
you before the expiry of the notice period served by you with salary in lieu of thirty (30) days’ notice period or the
period of shortfall, whichever is less.

10. Termination

(a) Your employment shall terminate automatically upon you attaining the age of sixty (60) years, or upon death or
Permanent Disability.

For the purpose, of this offer letter, the term “Permanent Disability” shall mean incapacitation or impairment due to
any accidental bodily injury, adverse sickness or fatal disease or any mental illness or disorder, continuing for more
than one hundred and eighty (180) days (which need not be consecutive) in any twelve (12) month period which is
certified as such by a qualified medical practitioner selected by the company.

(b) The company shall be entitled to terminate your employment on the following grounds by delivering a written
notice of termination to you:

(i) If you fail, refuse or are unable to perform your duties or responsibilities or have been negligent, if there is a
consistent lack of performance at your end, and/or you fail or refuse or are unable to meet the targets/goals
prescribed for you by the company (in each instance, other than by reason of disability, incapacity, or illness).

(ii) If you have committed any act or omission constituting misconduct.

(iii) If you have committed a breach or have violated any provision of this offer letter, NDA, or the Company Policies,
and have failed to remedy or cure such breach or violation on or before the expiry of the notice period set out in the
termination notice from the company to you.

(iv) If you have been convicted by any court or authority for any crime punishable with fine and/or imprisonment,
including misappropriation of funds or property of the company and/or its affiliates, theft, or fraud.

(v) If you have committed any act or omission that has resulted or is likely to result in injury or reputational harm to
the company and/or any of its affiliates.

Unless a separate review/disciplinary process is applicable as per applicable law, the company may refer any of
occurrences referred to above to the internal review/disciplinary committee and the decision of such internal
review/disciplinary committee shall be final and binding on you and the company. If the decision confirms the
relevant occurrence, then the notice period as per this Clause 11 shall commence from the date of such decision.

Any termination of employment, whether by you or the company shall be effective from the date immediately
succeeding the expiry of the applicable notice period (“Termination Date”).

Notwithstanding anything to the contrary, where you have committed a misconduct and the same is brought on
record with proof at an enquiry held for the purpose by the internal review committee, you will not be entitled to the
notice or salary in lieu of such notice. For the purposes of this Clause 11, ‘misconduct’ shall include breach or
violation of the Company Policies.

11. On Separation

On termination of your employment in any manner whatsoever, you will immediately handover before you are
relieved, all correspondence, specifications, formulae, books, documents, cost data, market data, literature, drawings,
effects or records, any electronic gadgets including laptop, calculator, storage devices, etc., belonging to the
company or relating to its business and shall not make or retain any copies of these items.

In case, you resign (serving notice period) or are terminated from your position in the organization:

At any time prior to the payment of the Committed Pay, the Committed Pay becomes not payable by the
Company,

At any time within one year of continuous employment from the Joining Date with the Company, Year 2 and
Year 3 Compensation does not become payable by the Company, and Company is liable for payment till your
date of resignation,

At any time within 2 years of continuous employment from the Joining Date, Year 3 Compensation does not
become payable by the Company, and Company is liable for payment till your date of resignation,

At any time within 18 months of continuous employment from the Joining Date, you will be liable to refund
Company the Joining Bonus (on actuals),

At any time prior to the Retention Bonus pay-out date, the Retention Bonus becomes not payable by the
Company,

At any time within 2 years of continuous employment from the Retention Bonus Pay-out Date( as defined in
clause 1 (c) ), you will be liable to refund Company 100% of Retention Bonus paid (on actuals),

At any time post the completion of the study, if you do not join or within three years of continuous employment
from Re-joining Period, you will be liable to refund the Company the Higher Education Sponsorship (on actuals)

At any time within one year of continuous employment from date of availing relocation assistance you are
required to return to the company, the total amount incurred for relocation assistance as well as the cost of
initial accommodation (on actuals) incurred by the company for you as a part of the full and final settlement.
12. Submission of Certificates and Photographs

Please bring the following documents, while reporting for duty:

(a) Copies of certificates in support of your age, qualification and experience including degree mark sheet along
with originals for verification.
(b) Relieving letter from previous employer’s and pay slip or salary certificate.
(c) Copies of Permanent Account Number (PAN), passport and driving license, if any.
(d) 2 latest stamp size (3cmsX3cms) colour photographs of yourself with light blue colour background and 2 stamp
size photographs of your spouse and children, as applicable.

Please sign and return a copy of this letter as a token of your acceptance of the offer.

Yours sincerely,

For Fractal Analytics Pvt. Limited

Name: Rohini Singh I accept the offer

Chief People Officer Signature:{{Sig1_es_:signer1:signature}}

Name Sohom Roy


APPENDIX – I: YEAR 1 COMPENSATION

Description Monthly Pay Annual Pay

(INR) (INR)

A) Monthly Component

Basic 27,509 3,30,109

House Rent Allowance (HRA) 13,755 1,65,055

Leave Travel Allowance₁ 1,250 15,000

Meal Vouchers₂ 1,100 13,200

Company's Contribution to PF 1,800 21,600

Special Allowance 11,405 1,36,855

Fixed Compensation 56,818 6,81,818

Committed Pay 68,182

Cost to Company ( CTC) 7,50,000

Your Benefits package includes

Benefits Coverage

Medical Insurance ₄ 5,00,000

Personal Accident Insurance 15,00,000

Term Life Insurance 15,00,000

Free Meals & unlimited Snacks ₅ 10,000

1. Payable as reimbursements*
2. The meal vouchers are issued within a week from the date of processing payroll for each month and form part
of monthly pay check.
3. Committed Pay is a guaranteed pay payable at the end of first anniversary provided you are not serving notice
and other terms & conditions apply.
4. The Group Mediclaim is a family floater policy that gives flexibility in the usage of the cover amount as the
entire amount can be utilized by either an individual or any member/s of the family (self, spouse, children - up
to two & dependent parents). Details of the insurance scheme will be provided to you on the joining of the
company.
5. Catered Meals are provided*

* Subject to deductions as per the Income tax and other statutory deductions that may be applicable

For Fractal Analytics Pvt. Limited

Name: Rohini Singh Name: Sohom Roy

Chief People Officer Date :

Signature: {{Sig1_es_:signer1:signature}}
NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is made as of the September 14, 2023 between Fractal Analytics
Private Limited (“Company/Fractal”), and Sohom Roy (“Employee”).

WHEREAS, the Employee is employed as a Imagineer with the Company, with effect from September 14, 2023
pursuant to the offer letter/employment agreement dated August 03, 2023 [issued to/executed by] the Employee.

The Employee and the Company are desirous of recording additional terms of employment and have agreed to
execute this Agreement, in supersession of the existing non-disclosure agreement, if any executed by the Employee
with the Company. This Agreement is effective from the date of employment as per the offer letter/employment
agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Confidentiality

a) Proprietary Information

The Employee acknowledges and understands that the Employee will have access to such Proprietary Information is
solely as a by-product of the Employee’s employment with the Company. The Employee shall not, in any manner
whatsoever, represent and/or claim that he/she has any interest by way of ownership, assignment or otherwise in the
Proprietary Information (as further defined below). The Employee agrees that, at all times during the Employee’s
employment with the Company, and thereafter, and without regard to when or for what reasons such employment
terminates, the Employee shall not disclose any such Proprietary Information to any person outside the Company or
utilize such Proprietary Information to compete against the Company unless such disclosure is (1) necessary for the
Employee to perform the Employee’s duties as an employee of (and only while employed by) the Company, (2) in
response to a valid subpoena or order by a court or other governmental body, or (3) otherwise required by law or
regulation. In the event that Employee receives a subpoena or similar demand to disclose Proprietary Information,
the Employee shall promptly notify the Company. For purposes of this Agreement, “Proprietary Information” shall
include, without limitation: (i) the details of any current or prospective clients, or suppliers, (ii) any and all books,
notes, memoranda, records, correspondence, documents, computer and other discs and tapes, data listings, codes,
designs, drawings and other documents and materials relating to the business of the Company; (iv) any information
or document pertaining to financial, marketing, technical or business information or trade secrets of the Company,
including without limitation, concepts, techniques, know-how, processes, methods, systems, designs, clients, cost
data, computer programs, formulae, development or experimental work, work in progress, business plans, strategies,
customers and suppliers as well as software for business and professional use application programs, operating
systems, internet websites or e-commerce solutions, books, discs, hardware and information for the microcomputer
and internet marketplace used by the Employee in the course of his employment with the Company; and (v) any other
non-public information gained in relation to the Company or its affiliates in the course of the Employee’s employment
with the Company/such affiliate. Proprietary Information shall not include information that is or becomes part of the
public domain other than directly or indirectly, through the breach of this Agreement.

a) Property
The Employee agrees that on request by the Company or on termination of the Employee’s employment with the
Company, the Employee will immediately deliver to the Company all tangible property that embodies or contains any
Proprietary Information.

b) Non-disclosure to the Company

The Employee represents and warrants that the Employee has not disclosed and will not disclose to the Company
any trade secrets or other confidential or proprietary information that may not lawfully be so disclosed by the
Employee, by virtue of the ownership of the same by another person or entity or otherwise.

c) Confidential Information of Third Parties

The Employee acknowledges and understands that, in dealing with third parties with which the Company has
business relations or potential business relations subject to the Company’s agreement to maintain the confidentiality
thereof. The Employee shall not do any act or omission which results in the Company being in a breach or violation
of the terms of such confidentiality provisions.

1. Work Made for Hire

The Employee and the Company agree that the Employee may make inventions or create other Intellectual Property
(as further defined below) solely in the course of the Employee’s duties and agree that in this respect the Employee
has a special responsibility to further the interests of the Company.

a. “Intellectual Property” shall include, without limitation: all registered or unregistered patents, registered designs,
trademarks and service marks, copyrights, design rights, database rights and similar proprietary rights and including
(without limitation) all such rights in materials, works, prototypes, inventions, discoveries, techniques, computer
programs, source codes, data, technical, commercial or confidential information, trading, business or brand names,
goodwill or the style of presentation of the goods or services or any improvement of any of the foregoing and the
right to apply for registration or protection of any of them and in existing applications for the protection of any of the
above.

b. Any invention, discoveries, improvement, design, process, information, copyright work, computer program,
developments, improvements, copyrightable material, trade mark, trade name or get-up, work or other output made,
created or discovered by the Employee in the course of his/her employment with the Company and during working
hours, in conjunction with or in any way affecting or relating to the business of the Company, or capable of being
used or adapted for use in or in connection with such business, together with all Intellectual Property subsisting
therein, (the “Intellectual Property Rights”) shall be disclosed immediately to the Company and shall, to the fullest
extent permitted by applicable law, be deemed “work made for hire” and belong to and be the absolute property of
the Company, and the Employee hereby assigns to the Company with full title guarantee and by way of present
assignment of future rights, all such Intellectual Property capable of assignment by way of present assignment of
future rights, which may fall within the definition of the Intellectual Property Rights absolutely for the full term of
those rights. If in the course of Employee’s employment at Fractal, Employee use in or incorporate into a Fractal
product, program, process or machine, and invention owned by him/her or which Employee has an interest, Fractal is
hereby granted and shall have an exclusive royalty-free, irrevocable, worldwide license to make, have made, use/
modify, alter and sell that invention without restriction as to the extent of Employee’s ownership or interest. Employee
hereby assigns exclusively to Fractal all his/her right, title, and interest in and to any all-Intellectual Property Rights
that Employee solely or jointly may conceive, write, encode, develop, or reduce to practice during the period of
Employee’s employment at Fractal. Employee will make prompt and full disclosure to Fractal of any Intellectual
Property Rights, and if for any reason the assignment pursuant to this clause is not effective, will hold all such
Intellectual Property Rights in trust for the sole benefit of Fractal. Employee hereby waives and quits claim to Fractal,
any and all claims of any nature whatsoever that Employee now or hereafter may have for infringement of any patent
resulting from any patent applications for any Intellectual Property Rights so assigned to Fractal.

c. If and whenever required so to do by the Company, the Employee shall at the expense of the Company and in
furtherance of its obligations under (b) above: (i) apply with or join the Company in applying for Indian o foreign
patent or copyright or any other protection or registration in India or the United States and/or in any other part of the
world for any Intellectual Property Rights; and (ii) execute all instruments and do all things necessary for vesting all
Intellectual Property Rights (including such patent or other protection or registration when so obtained) and all right,
title and interest to and in them absolutely, with full title guarantee and as sole beneficial owner, in the Company.

d. The Employee irrevocably and unconditionally waives all rights under any applicable law respecting copyright, in
connection with the Employee’s authorship of any existing or future copyright work in the course of his employment
with the Company, in whatever part of the world such rights may be enforceable and Employee hereby irrevocably
designates and appoint Fractal and its duly authorized officers and agents as my agent and attorney in fact, to act for
Employee and in his/her behalf and stead, to execute and file any prosecution and issuance of Indian and foreign
patents and copyrights thereon with the same legal force and effect as if executed by Employee. Employee will
testify at Fractal request and expense in any interference, litigation or other legal proceeding that may arise during or
after his/her employment.

e. The Employee irrevocably appoints the Company to be the Employee’s attorney in the Employee’s name and on the
Employee’s behalf to execute any such instrument or do any such thing and generally to use the Employee’s name for
the purpose of giving to the Company the full benefits of this Section. A certificate in writing in favour of any third
party signed by any director or by the Secretary of the Company that any instrument or act falls within the authority
conferred by this Agreement shall be conclusive evidence that such is the case.

f. Attached hereto is a list describing all inventions belonging to the Employee and made by the Employee prior to
his/her employment with the Company, if any, and which the Employee wishes to have excluded from this
Agreement. If not, such list is attached, the Employee represents that there are no such inventions. If in the course of
his/her employment at the Company, the Employee uses in or incorporates into a Company’s product, program,
process or machine, and invention owned by the Employee or which the Employee has an interest, the Company is
hereby granted and shall have an exclusive royalty-free, irrevocable, worldwide license to make, have made, use and
sell that invention without restriction as to the extent of his/her ownership or interest.

2. Authorization to Collect Personal Information.

Employee further authorizes Fractal to collect Personal Information (as defined hereunder) about him/her as an
employee of Fractal, in connection with employment with Fractal for lawful employment purposes. Personal
Information for purposes of this Agreement means any information that relates to the Employee, which either directly
or indirectly, in combination with other information available or likely to be available with Fractal, is capable of
identifying Employee. By way of example, Personal Information may include passwords; financial information such
as bank account or credit card or debit card or other payment instrument details; physical, physiological, and mental
health condition; sexual orientation; medical records and history; biometric information; any other details relating to
this information as provided to Fractal for employment purposes from time to time or as and when required.
Employee understands that he/she has the right to request in writing, to review the complete record of his/her
Personal Information.
Employee may request that inaccurate or incomplete Personal Information be corrected or amended. Fractal has the
right to provide the Personal Information to any company, body corporate or a person located within India or outside
that ensures the same level of data protection that is adhered to by Fractal, for lawful employment purposes.
Employee also understands that he/she has the option of not providing any Personal Information to Fractal or
withdraw consent to the use of Personal Information by giving a written withdrawal request to Fractal. In the event of
Employee not providing Personal Information or withdrawing his/her consent, Fractal has the right to revoke services
offered or provided to the Employee.

Fractal has reasonably set in place appropriate safeguards and procedures to protect Personal Information of its
employees. Employee understands that he/she may contact the concerned person from Human Resource/Capital
department of Fractal or the concerned Grievance Officer of Fractal, if so, appointed by Fractal, to register
complaints, to submit access requests, or to address any other issues arising under this Agreement. Fractal will
investigate and attempt to resolve any complaint or dispute regarding its use and disclosure of Personal Information
in accordance with this Agreement, within thirty (30) days from the date of receipt of complaint or dispute.
"Personal information" means any information that relates to a natural person, which, either directly or indirectly, in
combination with other information available or likely to be available with a body corporate, is capable of identifying
such person.

3. Prior Employer Information.

Employee agrees that during Employee’s employment at Fractal, he/she will not use improperly or disclose any
confidential or Proprietary Information or trade secrets of my former or current employers, principals, partners, co-
ventures, clients, customers or suppliers of the vendors or customers of such persons or entities or their vendor or
customers and he/she will not bring onto the premises of Fractal, any unpublished document or any property
belonging to any such persons or entities or their vendors or customers unless such persons or entities have given
their consent. Employee will not violate any non-disclosure or proprietary rights agreement he/she might have signed
in connection with any such person or entity.

4. Personal property.

Employee agrees that Fractal will not be responsible for loss, disappearance, or damage to personal property on
Fractal premises, or if applicable, on residential premises subsidized by Fractal (including apartments or temporary
housing). Employee hereby releases, discharges, and holds Fractal harmless from any and all claims relating to loss
of, disappearance, or damage to such personal property.

5. Assignment; Successors and Assigns

Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent of the other party.

6. Severability

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court or
arbitrator of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be
affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law. In the event that any portion or provision of this Agreement is determined by a court or arbitrator of
competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional
coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional
scope as to which it may be enforceable.

7. Survival

The provisions of Sections 1, 2, 3, 4, 5, 6, 10, 11, 13 and 14 of this Agreement shall survive the termination of this
Agreement and/or the termination of the Employee’s employment with the Company together with such provisions
which expressly or by implication will survive termination of this Agreement.

8. Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The
failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party
of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be
deemed a waiver of any subsequent breach.

9. Notices

Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in
writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or
certified mail, postage prepaid, return receipt requested, to the Employee at the last address the Employee has filed
in writing with the Company or, in the case of the Company, at the Company’s main offices, to the attention of the
Board. Notices hereunder shall be effective on the date of delivery in person or by courier or three (3) days after the
date mailed.

10. Governing Law and Jurisdiction. This Agreement shall be construed under and be governed in all respects by
laws of India. The parties hereby consent to the exclusive jurisdiction of the courts of Mumbai.

11. Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be taken to be an original; but such counterparts shall together constitute one and the same document. If any
provision of this Agreement shall be declared excessively broad, it shall be construed so as to afford Fractal the
maximum protection permissible by law. If any provision of this Agreement is void or is so declared, such provision
shall be severed from this Agreement, which shall otherwise remain in full force and effect. This Agreement sets
forth the entire agreement of the parties as to the subject matter hereof and any representations, promises, or
conditions in connection therewith not in writing and signed by both parties shall not be binding upon either party, the
terms and conditions of this Agreement shall survive termination of Employee’s employment.

12. Equitable relief. Employee acknowledges that any violation by him/her under this Agreement, and/or any
obligation of like nature, will cause irreparable injury to Fractal, and Fractal shall be entitled to extraordinary relief in
any court in India, including, but not limited to, temporary restraining orders, preliminary injunctions, and permanent
injunctions, without the necessity of posting bond or security.
13. Attorney fees. If court proceedings are required to enforce any provision of this agreement, the prevailing party
shall be entitled to an award of reasonable and necessary expenses of litigation, including reasonable attorney fees.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

For Fractal Analytics Private Limited Employee Sohom Roy

Name: Rohini Singh Signature: {{Sig1_es_:signer1:signature}}

Title: Chief People Officer Place

Date
Fractal Analytics Private Limited

Annexure “A”

1.Training Policy

1.1 Preboarding Training: Fractal is offering you a pre-boarding program developed in partnership with our external
learning partners. The objective of the program is to provide you a strong background in analytics before you join
Fractal, thereby accelerating your learning. The program has been designed to help you learn key concepts required
in Analytics. The program has 100 hours of content and requires you to put in 13 weeks approx. You need to clear the
pre-boarding program before you join us with at least 75% score in each module & overall 80% attendance. Pre-
boarding training scores will help in analysing your initial career track in Fractal.
You will shortly hear from our training team, Fractal Analytics Academy (FAA) and will also receive the program
details from the external learning partners. Fractal will bear the cost of entire program. For 11 modules, maximum of
2 attempts per module will be allowed to clear module. For remaining 2 modules, maximum of 3 attempts per
module will be allowed to clear modules. However, if you are unable to complete this program due to any reason prior
to the joining date, Fractal retains the authority to withdraw your offer. The offer is contingent on your successful
completion of the Pre-Boarding program.

1.2 Onboarding Training: In addition to pre-boarding, you will go through a comprehensive training program organized
by FAA as part of Fractal onboarding process. Onboarding training learnings will be focused on the career track you
will be assigned & will consist of multiple assessments spread over 9-11 weeks. Maximum of 2 attempts per module
will be allowed to clear the training program. Once you have successfully cleared all assessments, you will be eligible
for consideration towards a billed project at Fractal.
In case you are unable to clear the training program for any reason, the organization will take measures that will
result in both parties parting ways. If on billed role and if not cleared training, exception approval is needed.
Exception is subject to approval from practice head and HC. Please take note that the offer is contingent upon your
successful completion of the Onboarding program.

1.3 Shadow Project: After completion of your pre-boarding program, you will be enrolled for a shadow project which
will run parallelly with your onboarding training. The purpose of shadow project is to ease your transition from
campus to corporate by providing a guided environment before you start working with client. Duration of shadow
project will be dependent on business requirements & could vary from 6-12 weeks.

1.4 Career Track: The career track for Imagineers is determined by their performance in pre-boarding program and
business requirements. Upon joining, Imagineers are assigned to their respective career tracks.

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