Service Agreement_AiRo_HRv01.
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Private and Confidential
Draft: Not final to be signed
May have typographical and other errors
SERVICE AGREEMENT
THIS AGREEMENT, made at Gurugram, Haryana on this <day> day of <Month>, <year>;
BETWEEN
AiRo Digital Labs India Private Limited, (AIRO)
or ( Company) , a company incorporated under the
Indian Companies Act, 2013, of the first part
(herein after referred to as `The Company’or
‘AIRO’ or ‘Employer’, which expression shall
include its successors and assigns) and having its
principal of business at GoHive, 9th Floor, SAS
Tower, Sector 38,Gurugram, Haryana – 122001;
AND
<name of the employee>,S/ D/O
_________________, Resident of <address of
employee> off the second part (hereinafter referred
to as the `The Employee‘, which expression shall
include his/her heirs, successors, assigns, and
representatives) his/her Permanent address being <
permanent address of employee>, currently
working with the Company as < designation of
employee>.
WHEREAS The Company is engaged in business
of information technology, software(s), artificial
intelligence and RPA related products, including
but not limited to their design and development;
IN ADDITION, WHEREAS to meet the goals that
it sets for itself, and to keep abreast with business
and trade competition within and outside of India,
the Company endeavors to train its personnel in the
best possible manner, and equip them with the
latest and the most modern technology and
business know how. For the said purpose,
Company from time to time arranges with leading
domestic and international organizations, to
provide relevant, specialized training to the said
personnel and incurs expenditure on the same ;
IN ADDITION, WHEREAS The Employee has
expressed the desire to be trained as previously
mentioned, to amass greater skill and knowledge.
The Employee has also expressed the intention of
eventually using the same in the furtherance of the
business of The Company. The Employee, being
aware that such an opportunity if granted would
considerably enhance his career prospects not just
in India, but all over the world, is desirous of
enhancing the same. The Employee has requested
The Company to make the necessary arrangements;
AND WHEREAS The Company is agreeable to
make arrangements at considerable expense
equipping the Employee with the said highly
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specialised trainings during the course of
employment, provided The Employee undertakes
to serve thereafter, either The Company, or any
other company in the same group, for the
stipulated period (being the estimated period of
time that would be required by The Employee, to
transfer the benefit that has accrued to him, to The
Company, or any other company in the same
group as the case may be, and disseminate the
knowledge and the skill, and the information that
he has acquired, and being the period of time that
would be required by The Company to meet the
business requirement that had motivated it in the
first instance ; subject to the terms as stipulated
hereunder being met, and the conditions complied
with.
NOW THEREFORE THIS DEED
WITNESSETH AS UNDER: -
1. That The Company shall arrange the
aforementioned training at its expenses,
from time to time at the premises of the
Company (or at any other place that may
be deemed fit) in India or abroad, whether
continuous or as The Company may deem
fit and necessary (hereinafter referred to as
the “Training”).
2. The Employee realizes that as Company is
relying upon Employee’s zeal and
commitment to serve the Company by
learning unique skill set during Training.
In addition, that it is imperative that
he/she, subsequent to the training, serve
the Company or any sister concern of The
Company, (as intimated to him by The
Company) for a period of at least 36
Months commencing from Date of
Joining (hereinafter referred to as
“Commitment Period”) to which the
Employee undertakes to commit.
4. During the course of Employment , and
The Commitment Period, for which it has
been made incumbent upon The Employee
to serve The Company or any of The
Company’s sister concerns, The Employee
undertakes: -
Service Agreement_AiRo_HRv01.19
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May have typographical and other errors
a) not to take employment or obtain
work, in any capacity or under
any designation, with any other
person, firm or company,
whether in India or else-where,
for consideration or otherwise ;
b) to serve The Company diligently
and efficiently during the training
and employment commitment
period;
c) to ensure that The Employee
does not misconduct himself, or
commit any act subversive of
discipline, or otherwise
misbehave in such a manner, as
would reasonably be construed as
giving The Company, or any of
The Company’s sister concerns
as the case may be, cause for
terminating his services;
d) not to part with and/or disclose
confidential information, trade
secrets etc., pertaining to this
Agreement or employment or
The Company, including group
company , which The Employee
may gain access to during the
commitment period or
employment term with The
Company or any of The
Company’s sister concerns
thereafter ;
5. That intellectual property created by the
employee in the course of the employee's
employment, or in relation to a certain
field, is owned by the employer.
6. In case of the breach of the terms of this
Agreement Employee shall, within a week
after receipt of notice of breach pay to
Company by way of damages, the
liquidated sum of ₹2,50,000 (Rupees Two
Lac Fifty Thousand only) as or the
actual sum total of amount incurred by the
Company on the Employee including any
interest as applicable thereto , whichever
is higher as the approximate cost incurred
by Company .
7. The Employee also undertakes that he
shall, vide a communication issued for
the purpose, authorize the Company to
offset as against the amount due to him at
any point of time by the Company, or
lying to his credit with the Company on
any account whatsoever.
8. The Employee agree that a statement of
account of the moneys expended or
advanced or incurred or paid by The
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Company, for and on behalf of The
Employee or in relation to his training,
when signed by any officer of The
Company, shall constitute conclusive
proof of the payment thereof, and shall
be binding upon , The Employee.
9. In the event that any provision of this
agreement shall prove to be invalid,
illegal or enforceable in whole or in part
for any reason, such provision or part
thereof shall be severable from the
remaining provisions and part shall
continue in full force and effect and shall
be enforceable notwithstanding such
invalidity, illegality, or unenforceability.
10. This Agreement may not be modified
orally and may be modified only in
writing signed by all parties. This
agreement may not be assigned by ‘The
Employee’ to any person. Any
attempted assignment shall be void.
11. This Agreement may be terminated and
shall have no effect in the circumstances
such as death of an Employee before
expiry of Commitment Period, or Notice
of waiver by the Company in writing
12. All communications between The
Employee and the Company shall be
deemed to have been effectively served
at the address of the parties first
mentioned in the Agreement.
13. Both parties acknowledge that any
breach or threatened breach of the
provisions of this Agreement would
cause immediate and irreparable harm to
the other party and therefore non-
defaulting party shall be entitled, in
addition to any other right or remedy, to
an order restraining such breach or a
threatened breach, in which case no bond
or other security shall be required in
connection therewith.
14. The waiver by either party of a breach of
any provision of this Agreement shall not
operate or be construed as a waiver of
any subsequent breach by such party.
15. Employee shall not assign, transfer, or
subcontract this Agreement or any of its
obligations hereunder without the
Company’s express, prior written
permission.
16. In the event that any term or provision of
this Agreement shall be held to be
invalid, void or unenforceable, then the
remainder of this Agreement shall not be
affected, impaired or invalidated, and
Service Agreement_AiRo_HRv01.19
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May have typographical and other errors
each such term and provision of this
Agreement shall be valid and enforceable
to the fullest extent permitted by law.
17. The laws of INDIA shall govern this
Agreement and Parties agree to the
exclusive jurisdiction of courts at
Gurugram. The parties agree that, before
initiating any litigation, they will attempt
to resolve their dispute through
arbitration by a sole arbitrator appointed
by AIRO at Gurugram in English
language, as per the Arbitration and
Conciliation Act of India, 1996 and any
applicable amendments thereof.
18. Provisions of this Agreement that in their
interpretation, meaning and effectivity
are deemed to survive the term of this
Agreement shall survive the expiration or
earlier termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement, or caused it to be signed by their duly
authorized representatives, as of the day and year first above written.

Signed and delivered by AiRo Digital Labs India Signed and delivered by Employee
Private Limited

By: Nitin Gera By: Mr. ---------------------

Title: COO Title:

Date: January 24, 2019 Date:

WITNESS

1. 2.

Signature:______________________ Signature: __________________________

Address : Address:

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