Employment Agreement

Virtualcode Employment Agreement.

Secure your legal foundation for remote work. Our comprehensive agreement outlines terms, conditions, and intellectual property rights for virtual employees.

LAST UPDATED: DECEMBER 19, 2023

This Employment Agreement (hereinafter referred to as this "Agreement") is established on 01.11.2022 by and between:

Virtualcode, a company incorporated under the provisions of the Companies Act, 1956, with its registered office at 44B/99, 3rd Floor, Bodla Shahganj Road, Agra - 283122, Uttar Pradesh, India (hereinafter referred to as the "Company" or "Virtualcode," which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors in interest, administrators, and permitted assigns), of the FIRST PART;

AND

The Employee (hereinafter referred to collectively as "Virtualcode Employee" or "Employee").

WHEREAS:

Virtualcode is engaged in the business of providing technology solutions and digital services, including but not limited to software development, consulting, and project management.
In the course of its operations, Virtualcode has acquired or may acquire confidential information, proprietary knowledge, and trade secrets, and may make discoveries, improvements, or developments that it desires to keep confidential.
Virtualcode undertakes various projects and assignments for clients that often involve the development of Intellectual Property (as defined hereinafter) and entail confidentiality obligations. To maintain these obligations, the Company requires all Employees to strictly adhere to client confidentiality and respect any proprietary restrictions set forth by its clients.
To safeguard its business interests, goodwill, and proprietary information, Virtualcode requires that each Employee agree to the terms set forth in this Agreement.
The Company desires to engage the Employee according to the terms and conditions outlined below, and each Employee agrees to accept employment under these terms.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, Virtualcode and each Employee agree as follows:

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires:

1.1 "Agreement" means this Employment Agreement, including any annexures and schedules attached to it, as may be amended and modified from time to time.

1.2 "Business" means the activities and operations conducted by Virtualcode, including but not limited to software development, consulting, project management, and other technology-based services provided to clients.

1.3 "Compensation Letter" means the document issued by the Company to each Employee, detailing the structure, amounts, and payment manner of the Employee’s compensation, as amended or updated periodically.

1.4 "Competitor" refers to any individual or entity, domestic or foreign, that conducts or is likely to conduct activities in a similar field or industry as Virtualcode, in whole or in part.

1.5 "Confidential Information" includes, but is not limited to, information of a confidential nature obtained by any Employee in connection with their role, whether in graphic, written, electronic, or machine-readable form, or orally, regardless of whether such information is explicitly marked as confidential. Confidential Information includes all Intellectual Property and specifically:

1.5.1 Data valuable to the Company or its competitors (present or potential), such as: - Customer Data: Names, addresses, sales figures, and conditions related to Virtualcode’s clients. - Distribution Data: Details about distributors, agents, and licensees, including names, addresses, and sales figures. - Supplier Data: Information concerning Virtualcode’s suppliers of software, hardware, and services. - Business Data: Information on new product launches, marketing strategies, licensing arrangements, and joint ventures. - Software Data: Technical details on software products and proprietary devices designed by the Company. - R&D Data: Information on software and hardware developments, designs, and future project initiatives. - Financial Data: Company financials, revenue projections, budget information, profit expectations, and sales figures.

1.5.2 Original information or data supplied by the Company.

1.5.3 Information proprietary to Virtualcode or that is not known to competitors, such as client needs, pricing structures, strategic initiatives, and business plans.

1.5.4 Copies or derivatives of the above-listed information.

Exceptions to Confidential Information include: (a) Information in the public domain, except where caused by the Employee’s breach of this Agreement; (b) Information lawfully known by the Employee prior to employment with Virtualcode, as evidenced by written records; (c) Information legally obtained from a third party; (d) Information independently developed by the Employee without access to Virtualcode’s Confidential Information.

1.6 "Intellectual Property" includes, but is not limited to:

1.6.1 Patents, trademarks, business processes, domain names, copyrights, whether registered or unregistered, that are owned or developed by Virtualcode in the course of its business, including moral rights, applications for such rights, and all rights to apply for them in any country.

1.6.2 Inventions, software, algorithms, code, trade secrets, databases, know-how, research, and any improvements or additions to the above.

1.7 "Person" refers to an individual, corporation, partnership, limited liability company, association, trust, government body, or any other entity, whether natural or juridical.

1.8 "Property" includes all items or resources provided by Virtualcode to its Employees, such as:

Internal documents, computers, software, training materials, and all duplicates or copies of such materials.
Company-issued items, including any accommodations, furnishings, electronic devices, vehicles, and other assets.
Tangible records or expressions of Confidential Information, including physical or digital notes, journals, designs, and technical diagrams.

1.9 "Rules" refers to Virtualcode’s internal policies, procedures, and guidelines, which cover all aspects of company operations, employee conduct, and client interactions, as amended periodically by Virtualcode.

1.10 "Termination Date" means the date on which an Employee's employment ends, whether due to resignation, dismissal, or other causes, subject to any applicable Notice Period as defined in this Agreement.

1.11 Unless the context otherwise requires:

Words indicating any gender shall be interpreted to include all genders;
Words indicating singular shall include plural and vice versa;
References to statutes or statutory provisions shall include modifications or reenactments;
Section headings are for convenience only and do not affect interpretation;
"Employee" shall refer collectively to all employees of Virtualcode and may include personal representatives if appropriate.

2. Employment

2.1 Virtualcode hereby employs each Employee under the terms and conditions set forth in this Agreement and in accordance with the Company’s policies, procedures, and Rules.

2.2 Virtualcode reserves the right to transfer any Employee to another office, whether within India or overseas, or to an affiliate, subsidiary, or associate company at its discretion. In such cases, the Employee shall comply with any policies, procedures, and local regulations applicable at the new location, whether these policies are current or introduced in the future.

2.3 The Employee agrees to perform all duties and responsibilities assigned by Virtualcode, which may evolve over time based on business needs. A general outline of the Employee’s role and scope of services is provided in Annexure 1 of this Agreement. Throughout the term of this Agreement, the Employee agrees to adhere to this Agreement, the Rules of the Company, and any other relevant Company documents, as may be amended periodically.

3. Non-competition and Non-solicitation

3.1 During the term of employment with Virtualcode and for a period of one (1) year following the Termination Date, applicable worldwide in relation to Competitors, the Employee agrees not to, either directly or indirectly, in any capacity including as an individual, partner, employee, consultant, advisor, agent, contractor, director, trustee, committee member, office bearer, or shareholder (or in any similar capacity):

3.1.1 Own, manage, operate, or have any involvement in a business that competes with Virtualcode’s business within India;

3.1.2 Solicit, recruit, or encourage any current employee of Virtualcode to terminate their employment or contractual relationship with the Company, or to enter into any employment or contractual arrangement with any other person or entity;

3.1.3 Contact any existing or prospective clients of Virtualcode for the purpose of enticing them to discontinue or reduce their business relationship with the Company, or in any way to harm or alter the business relationship between the client and Virtualcode.

3.2 Virtualcode reserves the right, at its discretion, to relieve the Employee from compliance with some or all provisions of this Section, either in whole or in part.

4. Confidentiality

4.1 The Employee agrees not to disclose to any person, entity, or Competitor not employed by or affiliated with Virtualcode, nor use for any purpose outside the scope of their services, any Confidential Information, unless explicitly permitted by written authorization from the Company.

4.2 Notwithstanding the above, the Employee may disclose Confidential Information if legally compelled to do so by any governmental, judicial, or quasi-judicial authority. In such cases, however, the Employee must provide Virtualcode with reasonable advance notice of any intended disclosure and cooperate with the Company in seeking an exemption, protective order, or other means to prevent or limit the extent of such disclosure.

5. Intellectual Property

5.1 All Intellectual Property conceived, developed, discovered, or created by the Employee during the course of employment with Virtualcode—whether during or outside of regular business hours—and any ideas, techniques, or principles related to the business of Virtualcode shall be promptly disclosed in writing to the Company.

5.2 All rights to such Intellectual Property shall immediately belong to Virtualcode upon the creation of those rights, regardless of whether the final product, trademark, or invention is fully developed or completed. These rights will be owned by Virtualcode for the full term of each such right, including any renewals or extensions. The Employee agrees to perform all acts, including executing documents and assisting in any legal proceedings, that may be necessary to establish, defend, or enforce Virtualcode’s rights in such Intellectual Property globally.

5.3 The Employee irrevocably assigns to Virtualcode all rights, titles, and interests in the Intellectual Property in all works created during the employment term, free from any encumbrances or claims.

5.4 The Employee expressly waives all moral rights in any works developed for Virtualcode during the employment period, granting Virtualcode full control over their use and modification.

5.5 The Employee represents and warrants that no Intellectual Property rights of any other person or entity have been violated in the course of employment and agrees not to infringe upon any third-party Intellectual Property rights during the employment period. In the event that Virtualcode is held liable for an infringement caused by the Employee, the Employee agrees to indemnify Virtualcode for all losses, liabilities, claims, actions, costs, and expenses, including reasonable attorneys’ fees and court costs resulting from such infringement.

6. Term

The term of this Agreement shall commence on the start date agreed upon by the Employee and Virtualcode and shall continue until terminated by either Party in accordance with the termination provisions set forth in Section 8 or Section 2 of this Agreement. Notwithstanding the end of the Employee’s employment, the obligations and commitments undertaken by the Employee in this Agreement, including confidentiality, intellectual property rights, and non-competition clauses, shall survive the Termination Date and remain in effect thereafter.

7. Compensation

Virtualcode agrees to compensate the Employee as specified in the Compensation Letter, which is attached as Annexure 2 to this Agreement and may be updated from time to time. The Compensation Letter outlines the details and structure of the Employee's compensation for services provided under this Agreement. Any adjustments or revisions to compensation will be communicated to the Employee in writing and shall be deemed part of this Agreement.

8. Termination of employment

8.1 Virtualcode may terminate the Employee’s employment under this Agreement with immediate effect in the event of misconduct, fraudulent or dishonest behavior, undisciplined conduct, insolvency, or conviction of any offense involving moral turpitude. Grounds for immediate termination also include any breach of this Agreement, the Rules of the Company, or other directives of Virtualcode; any unauthorized absence from the workplace for more than seven (7) consecutive working days; business closure; or redundancy of the Employee’s position.

8.2 Notwithstanding the above, Virtualcode may terminate the Employee’s employment by providing reasonable cause and a written notice as outlined below:

8.2.1 Termination shall be effective thirty (30) days after the Employee receives such notice ("Notice Period"). Virtualcode may alternatively choose to terminate the Employee’s employment immediately by providing one (1) month's salary in lieu of notice or a pro-rated salary for the remainder of the Notice Period if the Employee is permitted to work during it.

8.2.2 If the Employee has been in continuous employment with Virtualcode for one year or more, the Company may, at its discretion, provide a service compensation of fifteen days’ average salary for each year of continuous employment.

8.2.3 If the Employee is on probation, the Notice Period stipulated in Section 8.2.1 does not apply, and Virtualcode may terminate the Employee’s employment immediately, without providing a reason.

8.3 The Employee may resign from employment under this Agreement by giving written notice to Virtualcode and observing the Notice Period. However, the Employee may be asked to participate in an exit interview, and Virtualcode may permit the Employee to leave service prior to the end of the Notice Period at its sole discretion.

8.4 If termination is deemed wrongful, the maximum liability of Virtualcode shall not exceed an amount equivalent to three (3) months’ salary of the Employee.

8.5 In the event the Employee’s employment is terminated under Section 8.1, any withheld salary or outstanding dues owed to the Employee shall not be released.

9. The company property - Employee's duty to return

9.1 All Intellectual Property and other property of the Company, including but not limited to equipment, documents, and materials, which may be acquired, created, or accessed by the Employee during the course of their employment with the Company, shall be returned to the Company no later than the final date of employment.

9.2 Until all Company Property is returned, the Company reserves the right to withhold any salary, emoluments, or other dues owed to the Employee. The Company may, at its discretion, deduct the replacement cost of any unreturned or damaged Property from the Employee's dues. In addition to initiating legal proceedings for recovery, the Company may take any necessary legal action to recover the full value of the Property, based on its then-current replacement price, if the Employee’s outstanding dues are insufficient to cover the costs. Furthermore, the Employee shall be held liable and shall compensate the Company for any misuse, loss, or damage to the Company’s Property, whether during or after their employment.

10. Indebtedness

10.1 If, during the term of the Employee’s employment under this Agreement, the Employee becomes indebted to the Company for any reason, the Company shall have the right, at its sole discretion, to set off any amount owed by the Employee to the Company against any compensation, salary, or other amounts payable to the Employee.10.1 If, during the term of the Employee’s employment under this Agreement, the Employee becomes indebted to the Company for any reason, the Company shall have the right, at its sole discretion, to set off any amount owed by the Employee to the Company against any compensation, salary, or other amounts payable to the Employee.

10.2 In the event that the set-off does not fully cover the indebtedness, the Company may, at its discretion, seek to recover the remaining balance from the Employee by any lawful means, including but not limited to legal action.

11. Notices

11.1 All notices given pursuant to this Agreement shall be in writing and shall be deemed to be served as follows: (a) Hand Delivery: When delivered by hand. (b) Pre-paid Post or Courier: On the third clear day after the date of posting. (c) Facsimile: Upon receipt of a confirmation copy at the sender’s facsimile machine. (d) Email: 24 hours after the email is sent.

11.2 Any notice to the Company given by any Party to this Agreement shall be deemed to be duly served if delivered by prepaid registered post or through a delivery service/courier, by hand delivery, by fax, or by email to the following address:

If to the Company:

Company Name: Virtualcode
Address: 44B/99, 3rd Floor, Shahganj Bodla Road, Agra - 282007, Uttar Pradesh, INDIA
Designation: [Relevant Designation]
Email: hello@virtualcode.co

If to the Employee:

Address: [Employee’s Address with Pin Code]

11.3 Any change in the address of either Party shall be notified to the other Party in the same manner as mentioned herein above.

12. Waiver

12.1 Any waiver by the Company of a breach or threatened breach of this Agreement by the Employee shall not be construed as a waiver of any subsequent breach by the Employee.

12.2 No waiver of any provision of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Company. A waiver of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition of this Agreement or a continuing waiver unless expressly stated in writing.

13. Acknowledgments

13.1 The Employee acknowledges that he has been provided with a copy of this Agreement for review prior to signing it. The Employee further acknowledges that he has carefully reviewed this Agreement and understands the purposes and effects of all its terms and conditions.

13.2 The Employee confirms that he has had an adequate opportunity to seek independent legal advice, if desired, and that he voluntarily agrees to be bound by the terms of this Agreement.

13.3 The Employee acknowledges that a signed copy of this Agreement has been provided to him for his personal records.

14. Dispute Resolution

14.1 The Company and the Employee hereby agree that they intend to discharge their obligations in the utmost good faith. They, therefore, agree that they will, at all times, act in good faith and make all reasonable attempts to resolve any differences arising out of or in connection with this Agreement through mutual discussion. In the event that such discussions fail, the Parties agree that any unresolved dispute shall be resolved by arbitration within fifteen (15) days of the commencement of discussions.

14.2 The Parties agree that any dispute or difference arising out of or in connection with this Agreement shall be referred to and settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996, provided that:

14.2.1 There shall be one arbitrator nominated jointly by the Parties. If the Parties fail to nominate a single arbitrator, there shall be three (3) arbitrators: one nominated by the Company, one nominated by the Employee, and a third arbitrator chosen by the two (2) nominated arbitrators. The arbitrators shall be persons of professional repute and who are not directly or indirectly connected with either Party. The appointment of the third arbitrator shall be agreed upon by the Parties within seven (7) days of the service of an arbitration notice.

14.2.2 The Parties agree that until the completion of the arbitration proceedings, they shall not take their disputes to any court of law.

14.2.3 All hearings shall be conducted in Mumbai, India, and the proceedings shall be conducted in the English language.

14.3 Notwithstanding anything contained in this Agreement, the Company may approach any court within India for injunctive relief if it believes that any terms of this Agreement have been or are likely to be breached by the Employee.

15. Miscellaneous

15.1 Entire Agreement: This Agreement constitutes the entire agreement between the signatories and shall supersede all prior negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings between the signatories in connection with the subject matter hereof.

15.2 Amendments: No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

15.3 Severability: If any paragraph, subparagraph, or provision of this Agreement, or the application of such paragraph, subparagraph, or provision, is held invalid by a court of competent jurisdiction, the remainder of this Agreement, and the application of such paragraph, subparagraph, or provision to persons, or circumstances other than those with respect to which it is held invalid, shall not be affected.

15.4 Parties To Act With Due Diligence And In Good Faith: The Parties hereto shall dutifully perform all covenants of this Agreement in letter and spirit and shall otherwise act with due diligence and in good faith.

16. Governing Law and Juridiction

16.1 This Agreement shall, in all respects, be governed by and construed in accordance with the laws of India.

16.2 In relation to any legal action or proceeding to enforce this Agreement, the Employee irrevocably submits to the exclusive jurisdiction of any competent court and waives any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

IN WITNESS WHEREOF, the signatories have executed this Employment Agreement as the day and year first above written.

ANNEXURE 1

SCOPE OF SERVICES

The Employee shall be bound by this Agreement to fulfill the following services for the Company, in accordance with their job title and responsibilities.

1. Website Designer (WordPress, PHP, WIX, Shopify, etc.)

Responsibilities & Duties:

Design and develop functional, responsive, and user-friendly websites on platforms like WordPress, Shopify, WIX, and custom-built using PHP.
Collaborate with the design and development teams to ensure the technical feasibility of UI/UX designs.
Maintain and update existing websites, ensuring security and performance optimization.
Troubleshoot and resolve any website-related issues, including front-end and back-end bugs.
Perform regular backups, updates, and improvements to live sites.
Implement SEO best practices and ensure sites are optimized for speed and search engine visibility.