Job Contract Template

"Applicable Law" means all laws, statutes, regulations, ordinances, codes, binding judicial decisions, collective agreements (if any) and other legally enforceable requirements of any governmental, regulatory or judicial authority that apply to the employment relationship between the Parties, to the place where the Employee performs the Employee's duties, or to the subject matter of this Agreement, in each case as amended, re-enacted or replaced from time to time.

"Base Salary" means the fixed gross monthly salary payable to the Employee pursuant to the Section entitled "Remuneration and Salary Review," as such amount may be adjusted from time to time in accordance with this Agreement, exclusive of any bonus, commission, allowance, benefit, expense reimbursement or other payment of any kind.

"Business" means the business carried on by the Company and by any entity that directly or indirectly controls, is controlled by, or is under common control with the Company (each, an "Affiliate"), including any business which the Company or any Affiliate is actively planning to carry on and in respect of which the Employee has received Confidential Information or has had material involvement, in each case at any time during the Employee's employment.

"Cause" means any of the following conduct by the Employee, as reasonably determined by the Company: gross misconduct; serious or repeated breach of any material term of this Agreement or of any lawful policy of the Company; willful refusal or persistent failure to perform the Employee's duties or to comply with lawful and reasonable instructions; dishonesty, fraud, theft, embezzlement or misappropriation; conviction of, or plea of guilty or no contest to, any criminal offense other than a minor traffic offense not resulting in a custodial sentence; conduct that brings or is likely to bring the Company or any Affiliate into disrepute; harassment, discrimination or violence in the workplace; being under the influence of alcohol or illegal drugs while performing duties; or any other conduct that would entitle an employer to terminate employment without notice under Applicable Law.

"Company Property" means all property, materials and assets belonging to, leased by, or entrusted to the Company or any Affiliate, whether tangible or intangible and in whatever form or medium, including documents, records, files, correspondence, notes, data, software, source code, computers, laptops, mobile telephones, tablets, storage devices, keys, access cards, security tokens, credit or charge cards, vehicles, equipment, uniforms, customer and supplier lists, and all copies, extracts and summaries thereof.

"Confidential Information" means all information, in whatever form or medium and whether or not marked as confidential, that relates to the Business, the Company or any Affiliate, or to their respective customers, clients, suppliers, employees, agents or business partners, and which is not in the public domain, including trade secrets, know-how, inventions, technical data, research and development, product plans, pricing and cost information, financial information, business plans and strategies, marketing information, customer and prospective customer lists and requirements, contractual terms, personnel information, software and algorithms, and any information which the Employee has been told is confidential or which a reasonable person would regard as confidential; provided that Confidential Information shall not include information that becomes publicly available other than through a breach of this Agreement by the Employee.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, moral rights, trademarks, service marks, trade names, business names, domain names, rights in get-up, goodwill, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications, renewals and extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

"Termination Date" means the date on which the Employee's employment with the Company terminates, howsoever arising and whether lawfully or otherwise, and, where the Company elects to place the Employee on garden leave or to make a payment in lieu of notice, means the date on which the employment relationship actually ends rather than the date on which the Employee ceases active performance of duties.

In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; references to Sections are to the Sections of this Agreement; words in the singular include the plural and vice versa; references to any gender include all genders; the words "including," "include" and "in particular" are illustrative and shall not limit the generality of the preceding words; references to a "person" include any individual, corporation, partnership, association, trust or other entity; references to any policy, handbook or procedure of the Company are to such document as amended, supplemented or replaced by the Company from time to time; and any obligation on the Employee not to do something includes an obligation not to permit or cause that thing to be done.

The Company shall employ the Employee, and the Employee agrees to serve the Company, in the full-time position of [Job Title], reporting to [title of direct supervisor] or to such other person as the Company may designate from time to time.

The Employee shall perform such duties and exercise such powers as are customarily associated with the position, including [summary of principal duties and responsibilities], together with such other duties, consistent with the Employee's skills and experience, as the Company may assign from time to time, whether for the Company or for any Affiliate, and the Company reserves the right to modify, add to or withdraw any such duties in accordance with its business needs.

During the term of employment, the Employee shall devote the whole of the Employee's working time, attention, skill and ability to the performance of the Employee's duties and to the Business, shall faithfully and diligently serve the Company, and shall use the Employee's best endeavors to promote, protect, develop and extend the interests and reputation of the Company and its Affiliates.

The Employee shall comply with all lawful and reasonable directions given by the Company and with all rules, policies, codes of conduct and procedures of the Company in force from time to time, including those relating to health and safety, information security, anti-bribery and corruption, equal opportunities, anti-harassment, conflicts of interest and acceptable use of information technology systems, none of which form part of this Agreement unless expressly stated, and all of which may be amended, replaced or withdrawn by the Company at its sole discretion.

The Employee shall not, during the term of employment and without the prior written consent of the Company, directly or indirectly be engaged, employed, concerned or interested in any other business, trade, profession or occupation, whether paid or unpaid, or hold any directorship or office in any other company, save for holding, solely as a passive investment, not more than [one percent (1%)] of any class of securities listed on a recognized stock exchange.

The Employee shall promptly disclose to the Company in writing any actual or potential conflict of interest, any information which comes to the Employee's knowledge that may adversely affect the Company or any Affiliate, and any wrongdoing, misconduct or breach of duty by any other employee, officer or contractor of which the Employee becomes aware, irrespective of whether such disclosure may implicate the Employee.

The Employee shall not, without the express prior authorization of the Company, enter into any contract or commitment on behalf of the Company, incur any liability or expenditure in the name of the Company, or hold himself or herself out as having authority to bind the Company, except within the limits of authority expressly delegated in writing by the Company from time to time.

The Employee represents and warrants that the Employee is not bound by any agreement, restrictive covenant, court order or other obligation that would prevent or restrict the Employee from entering into this Agreement or from performing the Employee's duties hereunder, that the Employee holds all permits and authorizations required by Applicable Law to work in the position, and that all information provided by the Employee to the Company in connection with the Employee's application for employment is true, complete and not misleading; the Employee shall indemnify the Company against any loss arising from a breach of this warranty to the extent permitted by Applicable Law.

The Employee's employment under this Agreement shall commence on [Commencement Date] (the "Commencement Date"), or on such later date as the Parties may agree in writing.

The employment shall continue for an indefinite term from the Commencement Date until terminated by either Party in accordance with the Section entitled "Termination of Employment and Notice Periods" or otherwise in accordance with this Agreement and Applicable Law.

No period of employment with any previous employer shall count as part of the Employee's period of continuous employment with the Company, and the Employee's period of continuous employment shall be deemed to begin on the Commencement Date, save as otherwise required by Applicable Law or as the Company may expressly confirm in writing.

This Agreement and the commencement of employment are conditional upon the Company's receipt, prior to the Commencement Date, of satisfactory evidence of the Employee's right to work in the jurisdiction in which the Employee is to perform the Employee's duties, satisfactory references, satisfactory background, criminal record and credential verification checks to the extent permitted by Applicable Law, and [any other pre-employment conditions, such as medical examination or professional licensing].

If any condition set forth in the immediately preceding clause is not satisfied to the Company's reasonable satisfaction, the Company may withdraw its offer of employment or, where employment has already commenced, terminate the employment with immediate effect without notice or payment in lieu of notice, save for payment of any Base Salary accrued up to the date of termination and any other sums mandatorily payable under Applicable Law.

The Employee shall, on the Commencement Date or as soon as practicable thereafter, provide the Company with all documentation, tax and social security information, bank account details and other information reasonably required by the Company for the administration of the employment relationship and for compliance with Applicable Law, and shall promptly notify the Company of any change thereto.

The Employee acknowledges that the continued right to work in the jurisdiction in which the Employee is employed is a fundamental condition of this Agreement, and the Employee shall immediately notify the Company if such right ceases or becomes subject to any restriction, whereupon the Company may terminate the employment with immediate effect to the extent permitted by Applicable Law.

The first six (6) months of the Employee's employment, commencing on the Commencement Date, shall constitute a probationary period (the "Probationary Period"), during which the Company shall assess the Employee's performance, conduct, capability, attendance and general suitability for the position.

The Company may, at its sole discretion and by written notice to the Employee given before the expiry of the Probationary Period, extend the Probationary Period by a further period of up to [three (3)] months, to the extent permitted by Applicable Law, where the Company considers that further assessment is required.

During the Probationary Period, including any extension thereof, either Party may terminate the employment by giving to the other not less than [one (1)] week's written notice, or such longer minimum period as may be mandatorily required by Applicable Law, and the Company may in its discretion make a payment in lieu of all or any part of such notice calculated by reference to the Base Salary only.

The Company's contractual disciplinary and performance management procedures, to the extent they would otherwise apply, shall not apply during the Probationary Period, and the Company may terminate the Employee's employment during the Probationary Period without following such procedures, save to the extent that compliance is mandatorily required by Applicable Law.

Nothing in this Section shall restrict the Company's right to terminate the employment for Cause at any time during the Probationary Period without notice or payment in lieu of notice.

Upon the successful completion of the Probationary Period, the Company shall confirm the Employee's continued employment in writing, and thereafter the notice periods set forth in the Section entitled "Termination of Employment and Notice Periods" shall apply; in the absence of such written confirmation, the Employee shall not be deemed to have successfully completed the Probationary Period until the Company has confirmed the same or the maximum permissible duration of the Probationary Period under this Section and Applicable Law has expired.

The Employee shall not be entitled to take annual leave during the Probationary Period, except with the prior written consent of the Company or where Applicable Law otherwise requires, although annual leave entitlement shall accrue during such period in accordance with the Section entitled "Annual Leave and Public Holidays."

The Employee's normal place of work shall be the Company's premises located at [address of principal place of work], or such other location within [reasonable geographic radius or area] as the Company may reasonably require from time to time on giving the Employee reasonable notice of any permanent change.

The Employee shall travel, both within and outside [country or region of principal place of work], to such places and for such periods as the Company may reasonably require for the proper performance of the Employee's duties, including visits to customers, suppliers, Affiliates and business events.

The Employee shall not be required to work outside [country or region of principal place of work] for a continuous period exceeding [one (1)] month without the Employee's prior consent, save in circumstances of genuine business necessity.

The Company may, at its sole discretion, permit or require the Employee to work remotely from home or another approved location for some or all of the Employee's working time, subject to the Employee's compliance with the Company's remote working, information security and health and safety policies in force from time to time; any such arrangement shall not constitute a contractual entitlement and may be varied or withdrawn by the Company at any time on reasonable notice.

Where the Employee works remotely, the Employee shall ensure that the remote location provides a safe and suitable working environment, a secure internet connection and adequate protection for Confidential Information and Company Property, and shall permit the Company, on reasonable notice, to assess the suitability of such location to the extent permitted by Applicable Law.

Any relocation expenses or travel expenses incurred in connection with a change in the place of work or in connection with business travel shall be reimbursed only in accordance with the Section entitled "Expenses and Benefits" and the Company's applicable policies, and the Company shall have no obligation to bear any costs of commuting between the Employee's residence and the normal place of work.

The Employee's normal working hours shall be [number] hours per week, from [start time] to [end time], [Monday to Friday], with an unpaid break of [duration] each working day, or such other hours as the Company may reasonably determine from time to time in accordance with its operational requirements and Applicable Law.

The Employee shall work such additional hours beyond the normal working hours, including in the evening, at weekends and on public holidays, as may be reasonably necessary for the proper performance of the Employee's duties or as reasonably required by the Company, subject to the maximum working time limits and minimum rest periods prescribed by Applicable Law.

Except where and to the extent that Applicable Law mandatorily requires otherwise, the Employee acknowledges that the Base Salary takes into account and constitutes full remuneration for the performance of any additional hours worked, and the Employee shall not be entitled to any further payment, time off in lieu or other compensation in respect of such additional hours.

Where Applicable Law mandatorily entitles the Employee to overtime compensation, overtime shall be worked only where expressly requested or pre-approved in writing by the Employee's supervisor, and any such overtime shall be compensated at the minimum rate prescribed by Applicable Law or, at the Company's election and where permitted, by equivalent time off in lieu; no overtime shall be compensated unless it has been so authorized in advance.

The Employee shall accurately record working time, attendance and any absences in accordance with the Company's timekeeping procedures in force from time to time, and any falsification of such records shall constitute Cause.

The Company may, upon reasonable notice and in accordance with Applicable Law, vary the Employee's working pattern, including start and finish times and the days on which the Employee is required to work, to meet the operational needs of the Business.

To the extent permitted by Applicable Law, and where the Employee's agreement is required to work in excess of any statutory maximum average weekly working time, the Employee agrees to work such hours as are reasonably necessary, provided that the Employee may withdraw such agreement by giving the Company not less than [three (3)] months' written notice.

In consideration of the Employee's services, the Company shall pay the Employee a fixed gross Base Salary of [amount in words] ([amount in figures]) [currency] per month.

The Base Salary shall accrue from day to day and shall be payable monthly in arrears on or before the [day] day of each calendar month, or on the next business day if such day is not a business day, by direct transfer into a bank account nominated by the Employee in writing.

The Base Salary shall be inclusive of any fees or other remuneration to which the Employee may be entitled as a director, officer or member of any committee of the Company or any Affiliate, and the Employee shall account to the Company for any such fees received.

All payments made to the Employee under this Agreement shall be subject to the deduction and withholding of income tax, social security contributions and any other amounts required to be deducted or withheld under Applicable Law, and the Employee shall be solely responsible for any personal tax liability arising in respect of the Employee's remuneration and benefits, save to the extent that such liability is by law imposed solely on the Company.

The Employee hereby authorizes the Company, to the fullest extent permitted by Applicable Law, to deduct from the Base Salary or any other sums owed to the Employee any amounts owed by the Employee to the Company or any Affiliate, including any overpayment of salary or expenses, any outstanding loans or advances, the value of any Company Property not returned or damaged through the Employee's negligence, and any payment for annual leave taken in excess of accrued entitlement.

The Base Salary shall be reviewed by the Company [annually] at its sole discretion, with the first review taking place no earlier than [date or period following the Commencement Date]; the Company shall be under no obligation to award any increase following a review, and there shall be no review of the Base Salary after notice of termination has been given by either Party.

Any bonus, incentive or commission scheme that the Company may operate from time to time shall be entirely discretionary, shall not form part of the Employee's contractual remuneration, and shall not be taken into account for the purpose of calculating any payment in lieu of notice, severance or other termination payment, save as mandatorily required by Applicable Law; the award of a bonus in any year shall not give rise to any entitlement to a bonus in any subsequent year.

Where the Employee works less than a complete month, including in the month of commencement or termination, the Base Salary for that month shall be calculated on a pro rata basis by reference to the number of [working days / calendar days] actually worked in that month.

The Company shall reimburse the Employee for all reasonable and properly documented out-of-pocket expenses wholly, exclusively and necessarily incurred by the Employee in the proper performance of the Employee's duties, provided that such expenses have been pre-approved where required and are claimed in accordance with the Company's expenses policy in force from time to time.

All claims for reimbursement shall be submitted within [thirty (30)] days after the expenses are incurred, accompanied by original receipts, invoices or other evidence satisfactory to the Company, and the Company shall be under no obligation to reimburse any claim submitted after such period or not adequately documented.

Where the Company issues the Employee with a corporate credit or charge card, the Employee shall use such card solely for authorized business expenses, shall comply with the conditions of use prescribed by the Company, and shall reimburse the Company for any unauthorized or personal expenditure, which the Company may recover in accordance with the Section entitled "Remuneration and Salary Review."

Subject to the Employee satisfying the eligibility requirements and the rules of the relevant schemes or insurance policies in force from time to time, the Employee shall be entitled to participate in the following benefits: [list of benefits, such as health insurance, life assurance, pension or retirement plan, meal allowance or transportation allowance].

The Company's obligation in respect of any insurance-based benefit shall be limited to paying the premiums due to the relevant insurer, and the Company shall have no liability to the Employee if an insurer refuses to provide cover or to pay any claim, nor shall the Company be obliged to take any action against an insurer on the Employee's behalf.

The Company reserves the right, at its sole discretion, to amend, replace or withdraw any benefit or benefit provider at any time, provided that any replacement benefit is substantially comparable overall where such benefit is contractual, and save to the extent that any benefit is mandatorily required by Applicable Law.

The Company shall make such contributions to any mandatory pension, retirement or social security scheme on behalf of the Employee as are required by Applicable Law, and, save as expressly stated in this Section or required by Applicable Law, the Company shall not make any additional contributions to any pension or retirement arrangement for the Employee.

The Employee acknowledges that any benefit in kind may constitute taxable income under Applicable Law, and the Employee shall be responsible for any personal tax arising thereon, which the Company may withhold from the Base Salary as required by Applicable Law.

The Employee shall be entitled to [number] working days of paid annual leave in each holiday year, or such greater minimum entitlement as may be prescribed by Applicable Law, in addition to public holidays observed in [jurisdiction of principal place of work].

The Company's holiday year runs from [start date] to [end date], and in the holiday year in which the employment commences or terminates, the Employee's annual leave entitlement shall be calculated on a pro rata basis by reference to the number of complete months of service in that holiday year, rounded down to the nearest half day.

Annual leave may be taken only at such times as are approved in advance by the Company, and the Employee shall submit leave requests not less than [number] working days in advance, provided that the Employee shall not take more than [number] consecutive working days of annual leave at any one time without the prior written approval of the Company.

The Company may, upon giving notice in accordance with Applicable Law, require the Employee to take annual leave on specific days, including during any period of office closure, during any notice period, or during any period of garden leave.

Annual leave not taken in the holiday year in which it accrues shall be forfeited without any entitlement to payment in lieu, save that the Employee may carry forward up to [number] days of unused leave into the following holiday year with the prior written approval of the Company, such carried-forward leave to be taken within [three (3)] months of the start of that holiday year, or save to the extent Applicable Law mandatorily requires otherwise.

Upon termination of employment, the Employee shall be entitled to payment in lieu of any accrued but untaken annual leave for the holiday year in which termination occurs, calculated at the rate of [1/number of working days in a year] of the annual Base Salary for each day of untaken entitlement; where the Employee has taken more annual leave than the Employee's accrued entitlement, the Company shall be entitled to deduct the value of the excess from any sums due to the Employee, calculated at the same rate.

Notwithstanding the immediately preceding clause, where the employment is terminated for Cause or where the Employee resigns without giving the full notice required under this Agreement, the Employee's entitlement to payment in lieu of accrued but untaken annual leave shall be limited to the minimum statutory entitlement prescribed by Applicable Law.

Where the Company requires the Employee to work on a public holiday, the Employee shall be entitled to an equivalent day off in lieu, to be taken at a time agreed with the Company, or such other compensation as is mandatorily required by Applicable Law.

If the Employee is absent from work due to sickness or injury, the Employee shall notify [title of designated person] by telephone as early as possible and in any event no later than [time] on the first working day of absence, stating the reason for and expected duration of the absence, and shall keep the Company regularly informed throughout the absence.

For any period of sickness absence exceeding [number] consecutive calendar days, the Employee shall provide a medical certificate from a duly qualified medical practitioner, and for absences of shorter duration the Employee shall complete a self-certification form in accordance with the Company's procedures; the Company reserves the right to require a medical certificate for any absence where it reasonably suspects abuse or where absences are frequent.

Subject to compliance with the notification and certification requirements of this Section, the Employee shall be entitled to receive [full Base Salary / a specified percentage of Base Salary] for up to [number] working days of certified sickness absence in aggregate in any rolling period of twelve (12) months, inclusive of any statutory sick pay or sickness benefit to which the Employee is entitled under Applicable Law, and thereafter only such statutory sick pay or benefits as Applicable Law may require; the Company may reduce company sick pay by the amount of any state benefit receivable by the Employee.

The Employee agrees, at any time and at the Company's expense, to undergo a medical examination by a medical practitioner nominated by the Company and, to the extent permitted by Applicable Law, authorizes such practitioner to disclose to the Company the results of such examination and any matters affecting the Employee's fitness to perform the Employee's duties.

Where the Employee's absence is occasioned by the actionable negligence of a third party in respect of which damages are recoverable, the Employee shall notify the Company immediately, shall use all reasonable endeavors to recover from such third party any loss of earnings, and shall refund to the Company such portion of any sum recovered as relates to sick pay paid by the Company, not exceeding the amount so paid.

The Employee shall be entitled to maternity, paternity, parental, adoption, family, bereavement and other forms of statutory leave in accordance with, and subject to the conditions prescribed by, Applicable Law and the Company's policies in force from time to time; save where Applicable Law or such policies otherwise provide, any such leave in excess of the statutory minimum shall be unpaid.

The Company may, at its sole discretion, grant the Employee paid or unpaid leave for compassionate, personal or other reasons not otherwise provided for in this Agreement, and any such grant shall not constitute a precedent or create any entitlement for the future.

The Company's right to terminate the employment in accordance with the Section entitled "Termination of Employment and Notice Periods" shall apply even where such termination would or might cause the Employee to forfeit any entitlement to sick pay, permanent health insurance or other benefits, save to the extent prohibited by Applicable Law.

The Employee acknowledges that in the course of employment the Employee will have access to and be entrusted with Confidential Information, and that the Company and its Affiliates have a legitimate interest in protecting such Confidential Information, which is of substantial value to the Business.

The Employee shall not, either during the employment or at any time after the Termination Date, without limitation in time, use for the Employee's own benefit or the benefit of any other person, or disclose or communicate to any person, any Confidential Information, save in the proper performance of the Employee's duties, with the prior written consent of the Company, or as required by law or by order of a court or competent regulatory authority, in which latter case the Employee shall, to the extent legally permitted, give the Company prompt prior written notice to enable it to seek a protective order.

The Employee shall use the Employee's best endeavors to prevent the unauthorized use or disclosure of Confidential Information, shall not make any copy, abstract or summary of Confidential Information except as required for the proper performance of the Employee's duties, and shall immediately notify the Company upon becoming aware of any actual or suspected unauthorized use or disclosure of Confidential Information.

Nothing in this Agreement shall prevent the Employee from reporting possible violations of law to any governmental agency or regulatory authority, from making any disclosure protected under applicable whistleblower provisions, or from exercising any right that cannot lawfully be waived, and the Employee shall not require the prior authorization of the Company to make any such report or disclosure.

The Employee shall promptly disclose to the Company in writing full details of any work, invention, discovery, design, improvement, software, process, writing or other material made, created, conceived or developed by the Employee, whether alone or jointly with others, during the course of employment or with the use of Company Property or Confidential Information (collectively, the "Works"), and the Employee acknowledges that all Intellectual Property Rights in the Works shall vest in and belong to the Company absolutely upon creation.

To the extent that any Intellectual Property Rights in the Works do not automatically vest in the Company by operation of law, the Employee hereby assigns to the Company, by way of present assignment of future rights, all such Intellectual Property Rights throughout the world for their full term, together with all rights of action in respect thereof, free from all encumbrances, and acknowledges that no further remuneration or compensation shall be payable to the Employee in respect of the Works save as mandatorily required by Applicable Law.

The Employee hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, all moral rights and similar rights in the Works, wherever in the world enforceable, including the right to be identified as author and the right to object to derogatory treatment.

The Employee shall, both during and after the employment and at the Company's expense, execute all documents and do all acts as the Company may reasonably require to perfect, register, maintain, defend or enforce its rights in the Works, and the Employee hereby irrevocably appoints the Company as the Employee's attorney-in-fact to execute such documents and do such acts in the Employee's name should the Employee fail to do so within [seven (7)] days of the Company's written request.

The Employee represents that the Employee has not brought and shall not bring to the Company, or use in the performance of the Employee's duties, any confidential information, trade secrets or proprietary materials belonging to any former employer or other third party without that party's written authorization.

The Company shall collect, process, store and transfer personal data relating to the Employee, including personal data relating to the Employee's health, criminal records and other sensitive categories to the extent permitted by Applicable Law, for purposes connected with the Employee's employment, the administration of the employment relationship, the management and operation of the Business, and compliance with the Company's legal and regulatory obligations.

The Company shall process the Employee's personal data in accordance with Applicable Law and with the Company's employee privacy notice in force from time to time, which shall set out the categories of personal data processed, the purposes and legal bases of processing, retention periods, and the Employee's rights in relation to such data; such privacy notice does not form part of this Agreement.

The Employee acknowledges that the Company may disclose the Employee's personal data to Affiliates, payroll providers, benefits providers, insurers, professional advisers, regulatory and governmental authorities, prospective purchasers of the Business and other third parties, and may transfer such data to jurisdictions outside the jurisdiction in which the Employee works, in each case where necessary for the purposes described in this Section and subject to appropriate safeguards required by Applicable Law.

The Employee acknowledges that, to the extent permitted by Applicable Law, the Company may monitor, intercept, access, record and review the Employee's use of the Company's telephone, email, internet, computer and other communication and information systems and devices, and the Employee shall have no expectation of privacy in respect of any communication or data created, sent, received or stored on such systems or devices.

The Employee shall comply with the Company's data protection, information security and acceptable use policies in force from time to time when handling any personal data relating to employees, customers, suppliers or other individuals in the course of employment, and shall process such personal data only in accordance with the Company's instructions and solely for the purposes of performing the Employee's duties.

Any breach by the Employee of the Company's data protection or information security policies, including any unauthorized access to, use of or disclosure of personal data, may result in disciplinary action up to and including summary termination for Cause.

The Employee shall notify the Company immediately upon becoming aware of any actual or suspected personal data breach, loss of any device containing personal data, or other security incident, and shall cooperate fully with the Company in investigating, containing and remedying such incident.

The Employee shall keep the Company informed of any change to the Employee's personal details, including address, contact details, bank account details, marital or family status where relevant to benefits, and emergency contact information.

Following the expiry of the Probationary Period, the employment may be terminated by the Company giving the Employee not less than [one (1)] month's written notice, or such longer minimum notice as may be mandatorily required by Applicable Law, and by the Employee giving the Company not less than [three (3)] months' written notice.

The Company may, at its sole and absolute discretion, terminate the employment at any time with immediate effect by paying to the Employee a sum equal to the Base Salary, and only the Base Salary, that the Employee would have received during the notice period or any unexpired portion thereof, less applicable deductions; such payment may be made in a lump sum or in equal monthly installments over the period in respect of which it is made, and the Employee shall have no right to receive such payment unless and until the Company elects to make it.

The Company may, at its sole discretion, during all or any part of any notice period, whether given by the Company or the Employee, place the Employee on garden leave, during which the Company may require the Employee not to perform any duties, not to attend any premises of the Company or any Affiliate, not to contact any customer, client, supplier, employee or agent of the Company or any Affiliate, to remain available to perform any reasonable duties requested, and to take any accrued annual leave; during any period of garden leave, the Employee shall continue to receive the Base Salary and contractual benefits and shall remain bound by all duties of fidelity and good faith and by all other terms of this Agreement.

Notwithstanding any other provision of this Agreement, the Company may terminate the employment at any time with immediate effect by written notice, without notice or payment in lieu of notice, if the Employee commits any act or omission constituting Cause, and the Company's delay in exercising such right shall not constitute a waiver thereof.

The Company may suspend the Employee, on full Base Salary, pending any investigation into potential misconduct or other matter that might give rise to disciplinary action or termination for Cause, for so long as the Company considers reasonably necessary to conduct such investigation and any subsequent disciplinary proceedings.

Upon termination of the employment, the Company shall pay to the Employee all Base Salary accrued up to the Termination Date, any payment in lieu of accrued but untaken annual leave in accordance with the Section entitled "Annual Leave and Public Holidays," reimbursement of properly incurred expenses submitted in accordance with this Agreement, and any severance or other termination payment that is mandatorily required by Applicable Law, and the Employee shall have no claim to any further compensation, bonus or benefit whatsoever except as expressly provided in this Agreement or required by Applicable Law.

Upon the termination of the employment or at any time during garden leave at the Company's request, the Employee shall immediately resign, without claim for compensation, from any office held in the Company or any Affiliate, and should the Employee fail to do so, the Company is hereby irrevocably authorized to appoint any person in the Employee's name to sign all documents and do all things necessary to give effect to such resignation.

If the Employee resigns without giving the full notice required by this Section, or fails to work the notice period as directed, the Company shall be entitled, to the extent permitted by Applicable Law, to recover from the Employee or deduct from any sums due to the Employee an amount reflecting the loss suffered by the Company as a result, including any additional costs of recruiting or engaging a replacement during the unexpired notice period, without prejudice to any other remedy available to the Company.

Unless terminated earlier in accordance with this Agreement, the employment shall terminate automatically without the need for notice in any circumstances in which Applicable Law provides for automatic termination of employment, including upon the death of the Employee.

Upon the Termination Date, or at any earlier time upon the Company's request, including at the commencement of any period of garden leave or suspension, the Employee shall immediately deliver up to the Company, or to such person as the Company may direct, all Company Property in the Employee's possession, custody or control.

The Employee shall not retain any copy, extract, summary or reproduction, in any form or medium, of any document, data or material containing or reflecting Confidential Information or otherwise forming part of Company Property.

The Employee shall, after delivering up any Company Property, irretrievably delete any information relating to the Business, the Company or any Affiliate stored on any personal computer, telephone, storage device, cloud storage account, email account or other device or medium that is not Company Property and that is in the Employee's possession, custody or control, and shall, upon request, permit the Company or its nominee to inspect such devices and accounts to verify such deletion.

The Employee shall disclose to the Company all passwords, access codes, encryption keys and other credentials necessary to access any Company Property, systems or files protected by the Employee, and shall not alter, delete, corrupt or otherwise interfere with any Company Property, data or systems prior to their return.

The Employee shall, if so requested by the Company, provide a signed written statement confirming that the Employee has fully complied with the Employee's obligations under this Section, together with such reasonable evidence of compliance as the Company may request.

Where any Company Property is not returned, or is returned damaged beyond reasonable wear and tear, the Company shall be entitled, to the extent permitted by Applicable Law, to deduct the replacement cost or the cost of repair from any sums due to the Employee, or otherwise to recover such amount from the Employee as a debt.

The Employee shall have no right of retention or lien over any Company Property for any reason whatsoever, including any claim the Employee may have against the Company.

The Employee acknowledges that, by reason of the Employee's position, the Employee will obtain Confidential Information and will develop personal knowledge of and influence over the Company's customers, clients, suppliers and employees, and that the restrictions set forth in this Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, including their trade secrets, Confidential Information, goodwill and stable workforce. For the purposes of this Section, "Restricted Period" means the period of [twelve (12)] months immediately following the Termination Date, reduced by any period during which the Employee was placed on garden leave immediately prior to the Termination Date; "Restricted Territory" means [describe geographic area, such as the country, region or cities in which the Company conducts the Business and for which the Employee had responsibility during the final twelve (12) months of employment]; and "Restricted Customer" means any person who was a customer or client, or a prospective customer or client with whom the Company was in negotiations, of the Company or any Affiliate at any time during the [twelve (12)] months preceding the Termination Date and with whom the Employee had material dealings or about whom the Employee obtained Confidential Information during that period.

The Employee shall not, during the Restricted Period, whether directly or indirectly, on the Employee's own account or in conjunction with or on behalf of any other person, and whether as principal, shareholder, partner, director, employee, consultant, agent or otherwise, within the Restricted Territory, engage in, be employed by, provide services to, or be concerned or interested in any business which competes or is preparing to compete with the Business, or with any part of the Business with which the Employee was materially involved or about which the Employee obtained Confidential Information during the [twelve (12)] months preceding the Termination Date.

The Employee shall not, during the Restricted Period, whether directly or indirectly and whether on the Employee's own account or on behalf of any other person, solicit, canvass, approach or endeavor to entice away from the Company or any Affiliate the business or custom of any Restricted Customer, or accept, deal with or provide goods or services to any Restricted Customer, in each case in competition with the Business.

The Employee shall not, during the Restricted Period, whether directly or indirectly and whether on the Employee's own account or on behalf of any other person, solicit, induce, entice or endeavor to entice away from the Company or any Affiliate, or employ, engage or offer to employ or engage, any employee, officer, consultant or contractor of the Company or any Affiliate who held a [managerial, technical, sales or senior] position and with whom the Employee worked or had material dealings during the [twelve (12)] months preceding the Termination Date, whether or not such person would commit a breach of contract by leaving.

The Employee shall not, during the Restricted Period, interfere or seek to interfere with the continuance of supplies to the Company or any Affiliate from any supplier with whom the Employee had material dealings during the [twelve (12)] months preceding the Termination Date, nor induce any such supplier to vary the terms on which it supplies the Company or any Affiliate to their detriment.

Where Applicable Law requires that the Employee receive compensation as a condition of the enforceability of the post-employment non-competition restriction, the Company shall pay the Employee such minimum compensation as Applicable Law prescribes for the duration of such restriction, and the Company may, to the extent permitted by Applicable Law, by written notice given to the Employee at any time prior to or upon the Termination Date, waive or reduce the scope or duration of the non-competition restriction, in which case the Company's obligation to pay such compensation shall be correspondingly released or reduced.

The Employee shall, during the employment and the Restricted Period, provide a copy of this Section to any prospective employer or principal before accepting any offer of employment or engagement, and shall notify the Company in writing of the identity of any new employer or principal within [seven (7)] days of accepting such offer.

Each of the restrictions in this Section is separate and distinct and shall be construed as a separate covenant; if any restriction is held to be void or unenforceable but would be valid if part of its wording were deleted or its duration, territory or scope reduced, such restriction shall apply with such modification as may be necessary to make it valid and enforceable, and the remaining restrictions shall continue in full force and effect.

The Employee acknowledges that any breach of this Section would cause the Company irreparable harm for which monetary damages would not be an adequate remedy, and agrees that the Company shall be entitled to seek injunctive relief, specific performance or other interim measures to restrain any actual or threatened breach, without the necessity of posting a bond to the extent permitted by Applicable Law, and without prejudice to any other right or remedy available to the Company, including the recovery of damages and, where permitted, an extension of the Restricted Period by any period during which the Employee was in breach.

The Employee shall be subject to the Company's disciplinary rules and procedures in force from time to time, which set out the standards of conduct and performance expected of the Employee and the procedure to be followed where such standards are not met; such rules and procedures do not form part of this Agreement and may be amended, replaced or withdrawn by the Company at its sole discretion, save to the extent that Applicable Law requires otherwise.

The Company may, at its discretion and having regard to the seriousness of the matter, impose any disciplinary sanction permitted by its disciplinary procedure and by Applicable Law, including a verbal warning, written warning, final written warning, demotion, transfer to another role, suspension without pay where permitted by Applicable Law, or termination of employment, and the Company shall not be obliged to follow any particular sequence of sanctions.

The Company may omit or vary any stage of its disciplinary procedure where it considers it appropriate in the circumstances, including during the Probationary Period, save to the extent that compliance with any procedural requirement is mandatorily required by Applicable Law.

If the Employee is dissatisfied with any disciplinary decision taken in respect of the Employee, the Employee may appeal in writing to [title of appeals officer] within [five (5)] working days of being informed of the decision, setting out the grounds of appeal in full, and the decision of the Company on such appeal shall be final.

If the Employee wishes to seek redress for any grievance relating to the employment, the Employee should raise the grievance in the first instance informally with the Employee's direct supervisor, and if the matter is not resolved informally, the Employee shall submit the grievance in writing to [title of designated person], who shall address the grievance in accordance with the Company's grievance procedure in force from time to time.

The Employee shall cooperate fully and in good faith with any investigation conducted by or on behalf of the Company, whether concerning the Employee or any other person, including by attending interviews, providing truthful and complete information, and preserving relevant documents and data, and shall keep the existence and details of any such investigation confidential save as permitted by law.

Where a grievance is raised during a disciplinary process, the Company may, at its discretion, suspend the disciplinary process pending resolution of the grievance or deal with both matters concurrently.

This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

In the event of any dispute arising out of or in connection with this Agreement or the employment, the Parties shall first attempt in good faith to resolve the dispute through the Company's internal grievance procedure or through direct negotiation between the Employee and [title of senior management representative] for a period of not less than [thirty (30)] days from written notice of the dispute.

If the dispute is not resolved within the period referred to in the immediately preceding clause, either Party may refer the dispute to [mediation administered by name of mediation body / such other alternative dispute resolution mechanism as the Parties may agree], to the extent such referral is permitted by Applicable Law and does not prejudice any mandatory time limits for bringing claims.

Subject to the preceding clauses of this Section and to any mandatory jurisdiction conferred by Applicable Law upon labor or employment courts or tribunals, the courts of [competent court and location] shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, and each Party irrevocably submits to the jurisdiction of such courts.

Nothing in this Section shall prevent or delay the Company from seeking urgent injunctive or other interim relief from any court of competent jurisdiction, in any jurisdiction, to protect its Confidential Information, Intellectual Property Rights, Company Property or its rights under the Section entitled "Restrictive Covenants: Non-Competition and Non-Solicitation."

To the extent permitted by Applicable Law, any claim by the Employee arising out of or in connection with this Agreement must be brought within [period] after the facts giving rise to the claim first arose, failing which such claim shall be deemed waived, save where Applicable Law prescribes a longer non-waivable limitation period.

Each Party shall bear its own costs and expenses in connection with any dispute resolution proceedings, save where the court or tribunal orders otherwise or where Applicable Law provides for the allocation of costs.

This Agreement, together with the policies of the Company referred to herein to the extent expressly incorporated, constitutes the entire agreement between the Parties with respect to the Employee's employment and supersedes and extinguishes all prior offers, agreements, arrangements, representations, promises and understandings, whether written or oral, relating to such subject matter; the Employee acknowledges that in entering into this Agreement the Employee has not relied upon any statement, representation or warranty not expressly set forth herein.

The Company reserves the right to make reasonable changes to any of the terms of the Employee's employment, and the Employee shall be notified in writing of any such change at least [one (1)] month before it takes effect, save that any change requiring the Employee's consent under Applicable Law shall be effective only upon such consent; subject thereto, no amendment or variation of this Agreement shall be binding unless made in writing and signed by or on behalf of both Parties.

No failure or delay by the Company in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy, and any waiver shall be effective only if given in writing and signed by an authorized representative of the Company.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if such modification is not possible, deemed deleted, and such modification or deletion shall not affect the validity and enforceability of the remainder of this Agreement.

This Agreement is personal to the Employee, who shall not assign, transfer or delegate any of the Employee's rights or obligations hereunder; the Company may assign or transfer this Agreement and its rights hereunder to any Affiliate or to any successor to all or substantially all of the Business or assets to which the Employee's employment relates, and the Employee hereby consents to such assignment or transfer to the extent permitted by Applicable Law.

Any notice to be given under this Agreement shall be in writing and shall be delivered by hand, sent by registered or recorded delivery mail, or sent by email, to the Company at its registered office address or at [Company notice email address], marked for the attention of [title of designated recipient], and to the Employee at the Employee's most recent home address or personal email address on record with the Company, and shall be deemed received, if delivered by hand, at the time of delivery, if sent by mail, on the [second (2nd)] business day after posting, and if sent by email, at the time of transmission provided no notification of delivery failure is received.

The provisions of this Agreement which by their nature are intended to survive termination, including those set forth in the Sections entitled "Confidentiality and Intellectual Property," "Data Protection," "Return of Company Property," "Restrictive Covenants: Non-Competition and Non-Solicitation," and "Governing Law and Dispute Resolution," shall survive the termination of the employment and of this Agreement, howsoever arising.

The Employee acknowledges that the Employee has read and understood this Agreement in full, has had a reasonable opportunity to obtain independent legal advice regarding its terms, and enters into it freely and voluntarily; no rule of construction shall apply to the disadvantage of either Party on the basis that such Party prepared this Agreement or any part of it.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original and all of which together shall constitute one and the same instrument, and signatures delivered by electronic means or by electronically transmitted copy shall be deemed original signatures and binding on the Parties to the extent permitted by Applicable Law.