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Privacy Agreement 

Data Privacy

Inventurus Knowledge Solutions Private Limited (“IKS Health” / “Company”) processes employee information for legal, regulatory, administrative and other purposes related to your employment and the conduct of the business of IKS Health (the "Agreed Purposes"). Processing includes obtaining, holding, editing, destroying and disclosing employee information to its employees and/or any third parties (for example, insurers, pension scheme trustees, banks, auditors, consultants, lawyer/ law firm, business partners, suppliers and vendors engaged to provide products or services to the Company, business partners, suppliers and vendors engaged to provide products or services to the Company, and other employers following a business transfer or merger) for the Agreed Purposes ("Processing" or "Process")

For the Agreed Purposes, the Company may transfer employee information to any IKS Health company and/or any third parties (for example, insurers, pension scheme trustees, banks, business partners, suppliers and vendors engaged to provide products or services to the Company, and other employers following a business transfer or merger) in order to Process employee information for the Agreed Purposes.

You agree to provide your employee information to the Company and consent to the Processing of employee information for the Agreed Purposes.

You agree that the Company and/or any IKS Health company may monitor and/or record your use of office equipment, for example, e−mail, internet (including chats and blogs), telephones and mobile telephones for the purposes of compliance with Company procedures and policies, maintenance, security and regulatory requirements or as permitted by law.

Aforesaid clause/ conditions shall apply to information relating to your family members/ relatives with respect to insurance policy, emergency contact details, etc., in accordance with prevailing Company policy. It is your responsibility to inform such individuals that their data will be processed in this manner and to obtain their consent.

Confidentiality

It is important that you recognise that during your employment with the Company you will have access to, and be entrusted with, confidential information and trade secrets relating to the Company and any of our clients and customers. Both during and after your employment you must comply with all policies and procedures relating to confidentiality, confidential information and trade secrets and any stricter policy which applies to your role.

In accepting the terms of this Employment Offer Letter, you confirm that all information provided by you to us in connection with this offer of employment (including at interview) is true and not misleading. You further confirm that you will notify us of any change in that information between the date of this offer of employment and the Start Date and during the term of your employment with the Company, including any change in the information you provided during the pre−employment recruitment and screening process and any change in the circumstances of the termination of your employment with your current employer.

In accepting the terms of this Employment Offer Letter, you confirm that all information provided by you to us in connection with this offer of employment (including at interview) is true and not misleading. You further confirm that you will notify us of any change in that information between the date of this offer of employment and the Start Date and during the term of your employment with the Company, including any change in the information you provided during the pre−employment recruitment and screening process and any change in the circumstances of the termination of your employment with your current employer. 

 

Non – Disclosure Agreement

 

PRIVATE INFORMATION

 

The employee agrees with Inventurus that: the work for which I am employed is and will be of a private nature, and in connection with the performance of my services on behalf of Inventurus, its subsidiaries and affiliates (together with their predecessors and successors, the “Company”), the Company may make available to me information of a private nature as to the Company and the Company’s clients’ and prospective clients’ business, strategies, methodologies, operations, technologies (including computer software), financial affairs, organizational and personnel matters, policies, procedures, trade secrets, programs, operations, clients, prospective clients, employees and other non-public matters, including those concerning third parties. (“Private Information”). I agree that I will receive in strict confidence all such Private Information belonging to the Company or to its clients or prospective clients.

 

I further agree to use my best efforts to maintain and to assist the Company in maintaining the confidentiality of all such Private Information, and to prevent it from coming into unauthorized hands. The employee further agrees that: 

  1. I will neither copy nor distribute any material, or other information constituting Private Information which comes into my possession as result of my employment by the Company, other than for the Company use;

  2. I will not during the period of employment by the Company nor at any time thereafter, directly or indirectly, disclose to others and/or use for my own benefit or for the benefit of others, Private Information acquired by me during the period of my employment, except to the extent as may be reasonably necessary in the ordinary course of performing my duties as an employee of the Company;

  3. I will not disclose to the Company or attempt to induce the Company to use any Private Information or material to which the Company is not entitled;

  4. Upon termination of my employment with the Company, I will return to the Company or to the client or prospective client all materials and information that constitutes Private Information and any copies thereof and certify to the Company that I no longer have any rights to such materials or information, and I will represent that the original and all copies of such materials and information have been returned to the Company or to the client or prospective client.

  5. I agree to abide by the company policies and procedures as published by the organization from time to time.

COVENANTS  

a) The employee agrees that: I will not

  

(1) for a period of one year after the termination of this agreement, directly or indirectly solicit to provide or provide any professional services such as those provided by the Company for anyone who is a client of the Company anytime during the twelve months prior to my leaving the Company and for whom I provide any service as an employee of the Company during the five years prior to my leaving,

 

(2) for a period of eighteen months after the termination of this agreement directly or indirectly, without the prior written consent of the Company, solicit for employment with myself or any firm or entity with which I am associated, any employee of the Company or otherwise disrupt, impair, damage, or interfere with the Company’s relationship with its employees; or

 

(3) upon the termination of my employment remove, retain, copy, or utilize any confidential, privileged or proprietary information, trade secrets, or other property of the Company, including but not limited to manuals, software, data, files, client lists or materials, or other data, publications or materials. The non-compete provisions of this paragraph will not apply to a client of the Company or any predecessor of the Company for whom I performed services or with whom I had significant professional contact prior to joining the Company. If the Company requests me to terminate my relationship with the Company, the non-compete provisions of this paragraph will not apply to me with respect to those clients of the Company, if any, as to which the Company and I reach mutual agreement.

 

(b) The employee and the Company acknowledge and agree that the duration and geographic scope of the covenants contained in paragraph (s) are fair and reasonable. Accordingly, the employee and the Company agree that, in the event that any of the covenants contained in paragraph (s) are nevertheless determined by a court or arbitration body to be unenforceable because of the duration or geographic scope thereof, the arbitration body or court making such determination may reduce such duration and/or scope to the extent necessary to enable such arbitration body or court to determine that such covenant is reasonable and enforceable, and to enforce such covenant as so amended.

 

INTELLECTUAL PROPERTY

 

Following is a statement of the Company’s policy with respect to intellectual property: Except as otherwise may be agreed by the Company in writing, in consideration of the employment of the employee by the Company, and free of any additional obligations of the Company to make additional payment to the employee, the employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property, whether or not protectable by any national or state laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by the employee prior to the termination of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising in the scope of his/her duties of employment.

 

The employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company. The employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company.

 

This provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the employee’s own time, unless:

 

(a) the invention relates

 (i) directly to the business of the Company or

 (ii) to the Company’s actual or demonstrably anticipated research or development or

 

(b) the invention results from any work performed by the employee for the Company.

 

The employee agrees that all services performed by the employee for the Company shall be the original work of the employee and shall not incorporate any third party materials or work in which the employee or any third party asserts an ownership interest without the express written consent of the Company

 

HIPAA CONFIDENTIALITY 

 

In connection with my continued employment relationship with Inventurus (the “company”), I acknowledge, undertake and agree as follows:

  

1. that through my association with Inventurus (the “company”), I may be able to view, send and/or receive Protected Health Information (PHI), including without the limitation patient-related claim information and Medical information;

  

2. in addition to my obligation in the Business Agreement regarding such information, I agree to maintain the security and privacy of such information; and

  

3. agree that all such Information shall be held in strictest confidence

  

4. I shall ensure that access to Patient Medical Information shall be limited to me on a "need to know" basis; and

  

5. that such information will be used solely for purposes relating to communications with Insurance Companies, Patients, and other such parties involved in health care operations;

  

6. I also agree to promptly notify my department head in the event; I become aware of any violations of this provision.

 

 

INTELLECTUAL PROPERTY

 

For the purposes of this section:

 

"Intellectual Property Rights" means (i) copyright and related rights, patents, know−how, confidential information, database rights, Inventions and rights in trade marks and designs (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

 

"Invention" means any invention, idea, discovery, development, improvement or innovation made, whether or not patentable or capable of registration, and whether or not recorded in any medium; and

 

"Works" means all documents, materials, software, photographic or graphic works of any type, and other materials in any medium or format which are created or developed, or are in the process of being created or developed, or used (whether in final form or otherwise) by you or on your behalf or by the Company in the course of your employment with the Company or for the benefit of the Company and which are protected by, contain or relate to any Intellectual Property Rights.

 

1. I will promptly disclose and deliver up to the Company all and any Works conceived, or made by me during and in the course of my employment. I agree to provide the Company with all originals and copies of all correspondence, documents and other materials in whatever medium or form relating to or concerning the Works and the Intellectual Property Rights they contain.

 

2. I agree that I will only use the Works to perform my obligations under Employment Offer Letter and that I will not make personal copies of any Works other than for the purposes of my employment with the Company

 

3. It is understood that all Intellectual Property Rights created by me in the course of my employment shall be "work for hire". I acknowledge that I have, and will have at all times while I am employed by the Company, a special obligation to further the interests of the undertakings of the Company, and that all Works and Intellectual Property Rights in the Works will automatically, on creation, belong to and vest in the Company absolutely to the fullest extent provided by law.

 

 

KNOWLEDGE-SHARING UNDERTAKING & ACKNOWLEDGEMENT

 

In connection with my continued employment relationship with Inventurus (the “company”), the granting to me by the company of access to the Inventurus knowledge bases, and the participation by the firm in the Inventurus knowledge sharing process, I acknowledge, undertake and agree as follows:

 

1. I have been provided with, and have read and understand the company’s policies in relation to knowledge sharing, intellectual capital, copyright and maintenance of knowledge bases.

 

2. I agree to act in accordance with all of the provisions of the policies mentioned in point 1, and to safeguard all of the knowledge and information I receive in the course of my relationship with the company, whether it is the property of Inventurus, a client, or some other entity which makes such knowledge or information available.

  

3. I will not use any knowledge, trade secrets or other information that is treated confidentially by the company or its clients including, but without limitation to, information on the company’s Knowledge base

 

a) except in the proper course of my duties or as otherwise permitted by the company. Confidential Information does not extend to information already in the public domain unless such information arrived there by unauthorized means.

 

4. Without limiting the previous clause I undertake that I will not, nor will I attempt to:

 

b) remove or take any such Confidential Information; or

 

c) disclose Confidential Information to any third party other than in the proper course of my duties or

 

5. as otherwise permitted by the company; or

 

d) gain personal advantage from trading in or on the basis of Confidential Information; or

 

e) cause or procure any other person to deal in the securities of any company on the basis of Confidential

 

Information

 

f) obtain nor claim any ownership interest in any knowledge or information obtained from Inventurus and its knowledge bases.

 

g) either during the course of or after the termination of my relationship with the company, I recognize that

 

I cannot disclose to any future employer, or use for my own purposes any Confidential Information I may

 

have access to during my relationship with the company. 

 

6. Subject to Clause 6 below, I agree that any dispute arising out of this undertaking & acknowledgment

 

7. (“Acknowledgment”) will be submitted to voluntary mediation as provided in the Schedule.

 

8. Notwithstanding the provisions of Clause 5, I agree that damages or an account of profits may be

 

9. Inadequate compensation for breach of this Acknowledgment and the company may seek an injunction or similar remedy to restrain any conduct or threatened conduct which is or may be a breach of this Acknowledgment.

 

Amendments to terms and conditions of employment

 

The Company reserves the right to review, revise, amend, replace or withdraw the contents of these Terms and introduce new policies, practices, guidelines and procedures from time to time to reflect the changing needs of the business or any changes in legislation or regulation from time to time

 

Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Acknowledgment.

 

I HAVE READ & UNDERSTOOD THE ABOVE ACKNOWLEDGEMENT AND AGREE TO BE BOUND BY ITS TERMS