In this Agreement, unless the context otherwise expressly requires, the following capitalized terms shall bear the meanings respectively ascribed to them hereunder.

"Affiliate" shall mean, with respect to any person or entity, any other person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first-mentioned person or entity, where the term "control" (including the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Confidential Information" shall mean any and all information, data, materials, documents, know-how, trade secrets, business strategies, customer and supplier lists, financial information, technical information, formulae, processes, methodologies, software, source code, designs, inventions and any other proprietary information, whether disclosed in oral, written, electronic, visual or any other form, that pertains to the Employer, its Affiliates, their respective businesses, operations, clients, customers, suppliers, employees or contractors, and which is not generally known to or readily ascertainable by the public.

"Effective Date" shall have the meaning ascribed to such term in the preamble to this Agreement, being the date upon which the employment relationship between the Parties shall commence.

"Intellectual Property Rights" shall mean any and all intellectual and industrial property rights of whatsoever nature and howsoever arising, whether registered or unregistered, including without limitation patents, patent applications, inventions (whether patentable or not), copyrights and related rights, moral rights, trademarks, service marks, trade names, trade dress, domain names, database rights, design rights, utility models, know-how, trade secrets, rights in software and all applications, renewals, extensions and rights to claim priority in respect of any of the foregoing, existing anywhere in the world.

"Position" shall mean the role, office and employment capacity in which the Employee is engaged by the Employer pursuant to this Agreement, as more particularly set forth in the section captioned "Position and Duties".

"Remuneration" shall mean the aggregate compensation payable by the Employer to the Employee in consideration of the Employee's services hereunder, including the base salary and any benefits, allowances or other emoluments to which the Employee may be entitled under the express terms of this Agreement.

In this Agreement, unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include every gender; (c) references to sections, clauses and subclauses shall be construed as references to the sections, clauses and subclauses of this Agreement; (d) the headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement; and (e) the words "include", "includes" and "including" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

The Employer hereby engages the Employee in the capacity of [Job Title], and the Employee hereby accepts such engagement, upon and subject to the terms and conditions set forth in this Agreement.

The Employee shall report directly to [Reporting Manager / Position Title], or to such other person as the Employer may from time to time designate in its sole discretion, and shall perform such duties, functions and responsibilities as are customarily associated with the Position, together with such other duties as may reasonably be assigned to the Employee by the Employer from time to time.

The Employee shall devote the whole of the Employee's working time, attention, skill and abilities exclusively to the business and affairs of the Employer, and shall faithfully, diligently and competently perform and discharge the duties of the Position in accordance with the lawful directions, policies, procedures, codes of conduct and standards promulgated by the Employer from time to time.

The Employee shall at all times act honestly, loyally and in good faith towards the Employer, shall use the Employee's best endeavours to promote, develop, extend and protect the interests, reputation and goodwill of the Employer, and shall not do, cause or permit anything to be done which may prejudice or be detrimental to such interests, reputation or goodwill.

The Employee shall not, during the subsistence of this Agreement, directly or indirectly, engage or be concerned or interested, whether as principal, agent, partner, shareholder, consultant, director, officer, employee or otherwise, in any other trade, business, profession, occupation or undertaking whatsoever, whether for remuneration or otherwise, without the prior express written consent of the Employer, which consent may be granted, withheld or conditioned in the Employer's sole and absolute discretion.

The Employer reserves the right, in its sole discretion, to modify, alter, expand or reduce the duties, responsibilities, title, reporting lines and functions of the Employee from time to time as the needs of the Employer's business may reasonably require, provided that any such modification shall be consistent with the Employee's status and experience.

The Employee shall promptly disclose to the Employer any matter coming to the Employee's attention which may adversely affect, or be reasonably likely to adversely affect, the business, affairs, reputation or interests of the Employer or any of its Affiliates, including any actual or suspected misconduct, breach of policy or conflict of interest.

In consideration of the services to be rendered by the Employee hereunder, the Employer shall pay to the Employee a gross base salary at the annualized rate of [Amount] [Currency] (the "Base Salary"), subject to all applicable withholdings, deductions and statutory contributions.

The Base Salary shall be payable in arrears on a biweekly basis, that is to say once every two (2) weeks, by means of electronic transfer to such bank account as the Employee shall from time to time nominate in writing for such purpose, on such regularly scheduled pay date as may be designated by the Employer in accordance with its ordinary payroll practices.

The Employer shall deduct and withhold from the Remuneration and any other sums payable to the Employee hereunder any and all taxes, social security contributions, pension contributions, levies, charges and other amounts which the Employer is required or authorized by applicable law or by this Agreement to deduct and withhold.

The Base Salary shall be reviewed by the Employer periodically, in accordance with the Employer's customary compensation review practices, provided that no such review shall oblige the Employer to grant any increase in the Base Salary, and any adjustment thereof shall be made solely at the discretion of the Employer.

The Employee may, in the sole discretion of the Employer, be eligible to receive discretionary bonuses, incentive payments or other variable compensation, the entitlement to, amount of, and conditions attaching to which shall be determined by the Employer from time to time, and the award of any such bonus or incentive in any given period shall not confer upon the Employee any right or expectation to receive the same or similar in any future period.

The Employer shall reimburse the Employee for all reasonable, necessary and properly documented out-of-pocket expenses actually incurred by the Employee in the proper performance of the Employee's duties hereunder, subject to the Employer's expense reimbursement policies in force from time to time and the submission of such supporting receipts and documentation as the Employer may require.

The Employee hereby expressly authorizes the Employer to deduct from any Remuneration or other sums owing to the Employee any amounts which the Employee may at any time owe to the Employer, including but not limited to overpayments of salary or expenses, advances, loans, and the value of any Company property not duly returned.

The employment of the Employee under this Agreement shall commence on [Start Date] (the "Start Date") and shall continue thereafter for an indefinite period, subject only to termination in accordance with the provisions of this Agreement.

The employment hereunder is offered and accepted on a full-time basis, and the Employee acknowledges and agrees that no probationary period shall apply to the Employee's engagement, the Parties having expressly waived any such period.

Continuous service with the Employer for the purposes of this Agreement shall be deemed to commence on the Start Date, and no prior employment, engagement or service with any other person or entity shall count towards such continuous service unless expressly agreed in writing by the Employer.

The Employee warrants and represents to the Employer that the Employee is free to enter into and perform this Agreement, that the Employee is not subject to any contractual, fiduciary or other restriction, obligation or impediment which would prevent, restrict or interfere with the Employee's performance of the duties hereunder, and that no third-party consent is required in order for the Employee to accept this employment.

The Employee further warrants that all information, representations and documentation provided by the Employee in connection with the Employee's application for employment and the negotiation of this Agreement is true, complete and accurate in all material respects, and the Employee acknowledges that any misrepresentation or omission may constitute grounds for summary termination.

This Agreement shall remain in full force and effect from the Effective Date until such time as it is terminated in accordance with the provisions of the section captioned "Termination of Employment".

The Employee shall ordinarily perform the Employee's duties at the Employer's premises located at [Primary Work Location], or at such other premises of the Employer or its Affiliates within [Country] as the Employer may from time to time reasonably designate.

The Employee acknowledges and agrees that the engagement hereunder is strictly on an on-site basis, and that the Employee shall be required to attend the designated place of work in person during the Employee's scheduled working hours, save as the Employer may otherwise expressly authorize in writing.

The Employee may be required, from time to time, to travel to and work temporarily at such other locations, whether within or outside [Country], as the Employer may reasonably require for the proper performance of the Employee's duties, and the Employee hereby consents to such travel.

The Employer reserves the right, in its sole discretion, to relocate the Employee's principal place of work to any other site within reasonable commuting distance from the original location, upon giving the Employee reasonable prior written notice of such relocation.

Reasonable travel, accommodation and subsistence expenses necessarily incurred by the Employee in the course of business travel undertaken at the request of the Employer shall be reimbursed in accordance with the Employer's prevailing travel and expense policies.

The Employee shall at all times comply with the security, health, safety and workplace rules and procedures in force at any premises at which the Employee is required to work, and shall cooperate with the Employer in the implementation and maintenance of the same.

The Employee's ordinary hours of work shall be [number] hours per week, to be worked between the hours of [Start Time] and [End Time], from [Day] to [Day] inclusive, subject to such rest and meal breaks as are required by applicable law or as may be prescribed by the Employer's policies.

The Employee acknowledges and agrees that, by reason of the nature and seniority of the Position, the Employee shall be required to work such additional hours beyond the ordinary hours of work as may reasonably be necessary for the proper and effective performance of the Employee's duties and the discharge of the Employee's responsibilities hereunder.

Save as expressly provided by applicable law or by the Employer's policies as in force from time to time, the Employee shall not be entitled to any additional remuneration, overtime pay, premium, allowance or compensatory time off in respect of any hours worked in excess of the ordinary hours of work, the Base Salary being deemed to include full consideration for all such additional hours.

The Employee shall record and report the Employee's working hours, attendance and absences in such manner and using such systems as the Employer may from time to time prescribe, and shall promptly notify the Employer of any absence, late arrival or early departure, together with the reasons therefor.

The Employer reserves the right, in its reasonable discretion, to vary the Employee's working hours, schedule and shift pattern from time to time, upon reasonable prior notice to the Employee, in order to meet the operational requirements of the Employer's business.

The Employee shall observe punctual attendance at the Employee's place of work and shall not absent himself or herself therefrom during working hours without the prior permission of the Employer, save in cases of genuine illness, accident or emergency, in which case notification shall be given as soon as reasonably practicable.

The Employee shall be entitled to participate in such employee benefit plans, programs, schemes and arrangements as the Employer may from time to time make generally available to its full-time employees of comparable seniority, subject in each case to the eligibility criteria, terms and conditions of the plan, program, scheme or arrangement in question.

Such benefits may include, by way of illustration and not limitation, group health insurance, disability coverage, life insurance, retirement or pension schemes, and such other benefits as the Employer may from time to time establish, each on such terms as the Employer, in consultation with the relevant insurers, providers or administrators, shall determine.

The Employer reserves the unfettered right, exercisable at any time and from time to time in its sole discretion, to introduce, amend, modify, suspend, replace or discontinue any or all employee benefit plans, programs, schemes or arrangements, in whole or in part, and the Employee shall have no vested, accrued or contractual entitlement to the continuation of any particular benefit.

Any entitlement of the Employee to receive benefits under any insurance or similar arrangement procured by the Employer shall be subject to and governed solely by the terms, conditions, exclusions and limitations of the applicable policy or scheme, and the Employer shall not be liable to the Employee in the event that any insurer, provider or administrator refuses, reduces or delays payment of any claim.

Any contributions required of the Employee in respect of participation in any benefit plan, program or scheme may be deducted by the Employer from the Employee's Remuneration, and the Employee hereby consents to any such deductions.

The provision of benefits hereunder shall not form part of the Employee's contractual Remuneration for the purposes of calculating any severance payment, notice payment, bonus or other termination entitlement, save to the extent (if any) required by applicable law.

The Employee hereby irrevocably and unconditionally assigns, transfers and conveys to the Employer, with full title guarantee and free from all encumbrances, all right, title and interest, including without limitation all Intellectual Property Rights, in and to any and all inventions, discoveries, developments, improvements, works, designs, materials, software, documentation, databases, know-how, concepts, ideas and other work product (collectively, the "Work Product") made, conceived, developed, authored, created or reduced to practice by the Employee, whether solely or jointly with others, during the period of the Employee's employment hereunder and (a) in the course of or in connection with the performance of the Employee's duties, (b) using any materials, resources, facilities, information or time of the Employer, or (c) relating to the business, products, services or research and development activities of the Employer or its Affiliates.

The assignment effected under the preceding clause shall operate as a present assignment of all existing Work Product and all Intellectual Property Rights therein, and shall further operate as a present assignment of future rights in respect of any Work Product arising hereafter, taking effect automatically upon the creation thereof, without the need for any further act or deed.

To the fullest extent permitted by applicable law, the Employee hereby irrevocably and unconditionally waives, in favour of the Employer and its successors, assigns and licensees, any and all moral rights, rights of integrity, rights of attribution and analogous rights which the Employee may have or acquire in respect of any Work Product, and consents to all acts and omissions by or on behalf of the Employer which would otherwise infringe such moral rights.

The Employee shall promptly and fully disclose in writing to the Employer all Work Product, and shall, at the Employer's request and expense (but without further remuneration), execute and deliver all such documents, instruments, assignments, declarations and powers of attorney, and do all such other acts and things, as the Employer may reasonably require in order to vest, perfect, protect, defend or enforce the Employer's right, title and interest in and to the Work Product and the Intellectual Property Rights therein.

The Employee irrevocably appoints the Employer as the Employee's attorney-in-fact, with full power of substitution, to execute and deliver on the Employee's behalf any and all documents and to do any and all acts and things necessary or desirable to give effect to the foregoing provisions, in the event of the Employee's failure or refusal to do so following reasonable request.

All Confidential Information, Work Product and all documents, records, materials and property in which Intellectual Property Rights subsist and which are created or acquired during the Employee's employment shall be and remain the sole and exclusive property of the Employer.

The Employee warrants that the Work Product shall be original to the Employee and shall not infringe the Intellectual Property Rights, confidentiality rights or other rights of any third party, and the Employee shall indemnify and hold harmless the Employer against any losses, damages, costs and expenses arising from any breach of this warranty.

The Employee shall be entitled, in each full calendar year of employment, to [number] working days of paid annual leave, exclusive of public holidays officially observed in [Country], to be accrued pro rata throughout the leave year and taken at such times as shall be mutually agreed with the Employer, subject always to the operational requirements of the Employer's business.

The timing of annual leave shall be subject to the prior written approval of the Employer, and the Employee shall submit requests for leave in advance in accordance with the Employer's leave procedures. The Employer reserves the right to refuse, defer or cancel approved leave on reasonable grounds.

Save as expressly required by applicable law, any annual leave not taken by the end of the leave year in which it accrues shall be forfeited and shall not be carried forward, nor shall the Employee be entitled to any payment in lieu thereof, except that, upon termination of employment, any accrued but untaken statutory minimum leave shall be paid out, and any leave taken in excess of accrued entitlement may be recovered by deduction from final pay.

The Employee shall be entitled to paid sick leave in accordance with the Employer's sick leave policy and applicable law, provided that the Employee shall notify the Employer of any absence due to illness or incapacity as soon as reasonably practicable on the first day of such absence, and shall furnish such medical certificates or other evidence of incapacity as the Employer may reasonably require.

The Employee shall be entitled to such parental, maternity, paternity, adoption, bereavement, jury service and other statutory leaves as are mandated by applicable law, upon and subject to the conditions prescribed by such law and the Employer's corresponding policies.

Any additional leave not expressly provided for herein, including without limitation unpaid personal leave or sabbatical leave, may be granted by the Employer in its sole and absolute discretion, upon such terms as it shall determine.

The Employee acknowledges that, in the course of the Employee's employment, the Employee will have access to Confidential Information which is of substantial commercial value to the Employer and its Affiliates, and the unauthorized use or disclosure of which would cause irreparable harm to the Employer.

The Employee shall, both during the subsistence of this Agreement and at all times thereafter without limit in time, hold all Confidential Information in strictest confidence, and shall not, without the prior express written authorization of the Employer, directly or indirectly use, disclose, communicate, reproduce, copy, publish, disseminate or otherwise make available any Confidential Information to any person, firm, company or other entity, save as strictly necessary for the proper performance of the Employee's duties hereunder in the ordinary course of the Employer's business.

The Employee shall take all reasonable precautions, and shall comply with all policies and procedures prescribed by the Employer from time to time, to safeguard Confidential Information against unauthorized access, use, disclosure, loss, theft, destruction or alteration, and shall promptly notify the Employer upon becoming aware of any actual or suspected breach of this section.

The obligations of confidentiality hereunder shall not apply to information which: (i) is or lawfully becomes generally available to the public otherwise than through any breach of this Agreement by the Employee; (ii) was lawfully in the Employee's possession, free of any confidentiality obligation, prior to its disclosure by or on behalf of the Employer; or (iii) is required to be disclosed by order of a court of competent jurisdiction or by any other mandatory requirement of applicable law, provided that the Employee shall, where lawfully permitted, give the Employer prompt prior written notice of such requirement so as to afford the Employer an opportunity to seek appropriate protective relief.

Upon the termination of this Agreement, howsoever arising, or at any earlier time at the request of the Employer, the Employee shall promptly deliver up to the Employer all documents, records, materials and property containing or embodying Confidential Information, in whatever form held, and shall irrevocably delete any Confidential Information held in electronic form on any device or medium not owned by the Employer.

The Employee acknowledges and agrees that any breach or threatened breach of this section would cause the Employer irreparable harm for which monetary damages would be an inadequate remedy, and accordingly the Employer shall be entitled to seek and obtain injunctive relief, specific performance and other equitable remedies, in addition to any other rights and remedies available at law or in equity.

The provisions of this section shall survive the termination or expiration of this Agreement indefinitely.

The Employee covenants with the Employer that, throughout the period of the Employee's employment hereunder, the Employee shall:

(a) at all times comply with all lawful rules, regulations, policies, procedures, codes of conduct and directives of the Employer, as amended from time to time, including without limitation any employee handbook, anti-bribery and anti-corruption policy, information security policy, equal opportunities policy and health and safety policy;

(b) not accept any gift, hospitality, commission, favour or other benefit of material value from any client, customer, supplier, contractor or other third party dealing with the Employer, otherwise than in accordance with the Employer's policies;

(c) promptly disclose to the Employer any actual, potential or perceived conflict of interest arising or likely to arise between the Employee's personal interests and the interests of the Employer, and refrain from any activity giving rise thereto unless and until expressly authorized by the Employer in writing;

(d) comply with all applicable laws, regulations and professional standards relevant to the performance of the Employee's duties, and maintain in good standing all licenses, registrations and qualifications necessary for such performance; and

(e) not make, publish or communicate any disparaging, defamatory or derogatory statements, whether orally, in writing or by electronic means (including on social media), concerning the Employer, its Affiliates, or any of their respective officers, directors, employees, clients or business partners.

The Employee further covenants that, during the Employee's employment and for a period of [number] months immediately following the termination thereof, howsoever arising, the Employee shall not, whether on the Employee's own account or on behalf of any other person or entity, directly or indirectly solicit, induce, entice or endeavour to entice away from the Employer or any of its Affiliates any person who, at any time during the twelve (12) months immediately preceding the date of termination, was an employee, consultant, officer or director of the Employer or any such Affiliate occupying a senior, managerial, technical or specialist position.

The Employee further covenants that, during the said period, the Employee shall not, whether on the Employee's own account or on behalf of any other person or entity, directly or indirectly canvass, solicit, approach or accept business from any person who, at any time during the twelve (12) months immediately preceding the date of termination, was a client, customer or prospective client or customer of the Employer or any of its Affiliates and with whom the Employee had material dealings in the course of the Employee's employment.

The Employee acknowledges that each of the restrictive covenants set out herein is reasonable in scope, duration and geographical extent, and is no more than is reasonably necessary for the protection of the legitimate business interests of the Employer. In the event that any such covenant is held by any court or tribunal of competent jurisdiction to be void or unenforceable but would be valid and enforceable if some part thereof were deleted or the scope, duration or geographical extent thereof reduced, such covenant shall apply with such modification as may be necessary to make it valid and enforceable.

The Employee acknowledges that any breach of this section would cause irreparable harm to the Employer for which damages alone would be an inadequate remedy, and that the Employer shall accordingly be entitled to seek and obtain injunctive relief, specific performance and other equitable remedies, without prejudice to any other remedy available at law.

Following the Start Date, either Party may terminate this Agreement and the employment of the Employee hereunder, without cause, by giving to the other Party not less than two (2) weeks' prior written notice of termination.

The Employer may, in its sole discretion, elect to terminate the Employee's employment with immediate effect at any time during a period of notice by making a payment to the Employee in lieu of the unexpired portion of the notice period, equivalent to the Base Salary (exclusive of benefits) which would have been payable to the Employee in respect of such unexpired portion.

The Employer may, during any period of notice given by either Party, require the Employee to remain away from the premises of the Employer and to refrain from carrying out the Employee's duties, in whole or in part (so-called "garden leave"), while continuing to pay the Employee's Base Salary, during which period the Employee shall remain bound by all duties and obligations under this Agreement.

Notwithstanding anything to the contrary herein contained, the Employer may terminate the Employee's employment summarily, without notice or payment in lieu of notice, by written notice to the Employee, in the event that the Employee: (i) commits any material or persistent breach of the terms of this Agreement or of the Employer's lawful policies or directives; (ii) is guilty of any serious misconduct, dishonesty, fraud, theft or embezzlement; (iii) commits any act which brings or is likely to bring the Employer or any of its Affiliates into disrepute; (iv) is convicted of any criminal offence (other than a minor road traffic offence not involving imprisonment); (v) is grossly negligent or incompetent in the performance of the Employee's duties; (vi) breaches any obligation of confidentiality, non-solicitation or intellectual property assignment hereunder; or (vii) becomes bankrupt or insolvent.

This Agreement shall terminate automatically, without the need for notice by either Party, upon the death of the Employee or upon the Employee's inability, by reason of long-term illness or incapacity, to perform the essential functions of the Position for a continuous period, or an aggregate period within any twelve (12) month window, exceeding such duration as is permitted by applicable law.

The termination of this Agreement, howsoever arising, shall be without prejudice to any rights, remedies or obligations of either Party accrued prior to the date of termination, and the provisions of this Agreement which, by their nature, are intended to survive termination (including, without limitation, those relating to confidentiality, intellectual property, restrictive covenants and governing law) shall so survive.

Any notice of termination given hereunder shall be in writing and shall be delivered personally, by courier, by registered post or by electronic mail to the other Party at the address or electronic mail address last known to the sending Party, and shall be deemed to have been given upon the date of actual receipt (or deemed receipt in accordance with the Employer's communication policies).

Upon the effective date of termination, the Employer shall pay to the Employee all sums properly due and owing to the Employee as at such date, including: (i) any accrued but unpaid Base Salary up to and including the date of termination; (ii) any reimbursable expenses properly incurred and documented; and (iii) any payment in respect of accrued but untaken statutory minimum annual leave, in each case subject to all applicable deductions and withholdings.

The Employee acknowledges and agrees that, save as expressly provided herein or as mandated by applicable law, the Employee shall have no entitlement to any severance payment, redundancy payment, bonus, incentive, commission or other payment of any nature upon or in consequence of the termination of this Agreement.

The Employer may deduct from any final payment to the Employee any sums owed by the Employee to the Employer, including without limitation the value of any Company property not returned, overpayments of salary or expenses, loans or advances, and the value of any annual leave taken in excess of accrued entitlement.

Payment of the final settlement shall be made in the ordinary course of the Employer's payroll practices following the effective date of termination, and in any event within such period as may be required by applicable law.

The Employee shall, upon request by the Employer and as a condition of receipt of any payment in excess of the Employee's strict legal entitlements, execute such release, waiver or settlement agreement as the Employer may reasonably require in form and substance satisfactory to the Employer.

Upon termination of this Agreement, howsoever arising, or at any earlier time upon the request of the Employer, the Employee shall forthwith deliver up to the Employer, in good order and condition (fair wear and tear excepted), all property of the Employer or its Affiliates in the Employee's possession, custody or control, including without limitation: (i) all documents, records, correspondence, notes, memoranda, reports, drawings, plans, specifications and other written or printed materials; (ii) all computers, laptops, tablets, mobile telephones, storage devices and other equipment; (iii) all keys, access cards, security tokens, credit cards and identification cards; (iv) all software, data, files and electronic records; and (v) all copies, extracts and reproductions of any of the foregoing, in whatever medium held.

The Employee shall not retain, duplicate, copy, extract or otherwise reproduce any such property, whether in physical, electronic or any other form, nor transmit the same to any third party or to any personal device or account of the Employee.

The Employee shall, upon request, provide the Employer with a signed written statement confirming compliance with the obligations set out in this section, and shall permit the Employer to inspect any personal devices or accounts of the Employee reasonably suspected to contain Company property or Confidential Information, subject to applicable law.

Any Company property not returned in accordance with this section may be valued by the Employer, and the value thereof may be deducted from any final payment due to the Employee or otherwise recovered by the Employer as a debt.

The provisions of this section shall apply mutatis mutandis to any Confidential Information and Work Product in the Employee's possession or control, which the Employee shall deliver up or (as the case may be) irretrievably delete, at the Employer's option.

The Employee acknowledges that the Employer, in its capacity as data controller, will collect, store, process, use and disclose personal data relating to the Employee for purposes connected with the administration, management and termination of the employment relationship, compliance with legal and regulatory obligations, and the legitimate business interests of the Employer and its Affiliates.

The Employee hereby consents, to the extent such consent is required under applicable data protection law, to the processing of the Employee's personal data (including, where applicable, special categories of personal data) by the Employer and its authorized agents, service providers and Affiliates, in each case in accordance with the Employer's data protection and privacy policies as in force from time to time.

The Employee further acknowledges that the Employer may transfer the Employee's personal data to third parties, including Affiliates, payroll administrators, benefits providers, insurers, professional advisers and governmental authorities, and that such transfers may involve the transfer of personal data to jurisdictions other than that in which the Employee is based, subject in each case to the implementation of appropriate safeguards as required by applicable law.

The Employee shall, in the performance of the Employee's duties, strictly comply with all applicable data protection laws and with the Employer's data protection policies, procedures and training requirements, and shall not process any personal data otherwise than in accordance with the lawful instructions of the Employer.

The Employee shall promptly report to the Employer any actual, suspected or threatened personal data breach, loss of personal data, or breach of applicable data protection law or Employer policy of which the Employee becomes aware.

The Employer may monitor and record, to the extent permitted by applicable law, the Employee's use of the Employer's premises, systems, networks, equipment, communications and data, and the Employee acknowledges and consents to such monitoring for the purposes of security, compliance, performance management and the protection of the Employer's legitimate interests.

The provisions of this section shall survive the termination of this Agreement for so long as the Employer retains the Employee's personal data in accordance with applicable law.

This Agreement, and any dispute, claim, controversy or difference arising out of or in connection with it or its subject matter, formation, interpretation, performance, breach or termination (including any non-contractual dispute or claim), shall be governed by and construed in accordance with the laws of [Country], without regard to the conflicts of laws principles thereof.

The Parties shall endeavour, in good faith and in a spirit of mutual cooperation, to resolve amicably any dispute, claim or difference arising out of or in connection with this Agreement, by negotiation between them, within a reasonable period not exceeding thirty (30) days from the date on which written notice of the dispute is given by one Party to the other.

In the event that any such dispute, claim or difference is not resolved by amicable negotiation within the period aforesaid, the same shall be referred to and finally determined by the competent courts of [Jurisdiction/City, Country], to the exclusive jurisdiction of which the Parties hereby irrevocably submit, subject only to any mandatory provisions of applicable law conferring jurisdiction upon any other court or tribunal.

Nothing in this section shall prevent either Party from applying to any court of competent jurisdiction for urgent interim, injunctive, protective or conservatory relief for the purpose of preserving rights or property pending the resolution of any dispute hereunder.

Each Party shall bear its own legal costs and expenses in connection with the resolution of any dispute hereunder, save that the court or tribunal seised of the matter may, in its discretion and in accordance with applicable procedural rules, award costs in favour of the prevailing Party.

The Employee hereby expressly and irrevocably waives any right to a trial by jury in respect of any dispute, claim or proceeding arising out of or in connection with this Agreement, to the fullest extent permitted by applicable law.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes and extinguishes all prior agreements, understandings, representations, warranties, promises, assurances, negotiations and arrangements, whether oral or written, between the Parties relating to such subject matter.

No variation, amendment or modification of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties, and any purported variation effected otherwise shall be of no force or effect.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, to be effective, must be in writing and signed by the waiving Party.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable under any applicable law, such provision or part-provision shall, to the extent necessary, be deemed modified to the minimum extent necessary to render it valid, legal and enforceable, or, if such modification is not possible, deemed deleted, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Employee shall not assign, transfer, charge, sub-contract, delegate or otherwise dispose of any of the Employee's rights or obligations under this Agreement, this Agreement being personal to the Employee. The Employer may assign, transfer or novate this Agreement, in whole or in part, to any Affiliate or to any successor in title to its business or any part thereof, and the Employee hereby consents to any such assignment, transfer or novation.

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, by courier, by registered post or (where expressly permitted) by electronic mail to the Party concerned at its address set forth in this Agreement or at such other address as such Party may from time to time notify to the other in writing.

A person who is not a Party to this Agreement shall have no right to enforce any of its terms.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, but all the counterparts together shall constitute one and the same instrument. Transmission of an executed counterpart of this Agreement by electronic means shall be as effective as delivery of an original executed counterpart.