INTELLECTUAL PROPERTY, CONFIDENTIALITY & NON-SOLICITATION POLICY

SECTION 1 - PURPOSE AND SCOPE

1.1 Policy Objectives

1.1.1 This policy establishes comprehensive employee obligations regarding:

(a) Intellectual property ownership and assignment of all work product

(b) Protection of Company and client confidential information

(c) Non-disclosure obligations during and after employment

(d) Post-employment restrictions on client and employee solicitation

(e) Remedies and enforcement mechanisms for violations

1.2 Critical Nature of Protection

1.2.1 The Company's competitive advantage depends upon:

(a) Proprietary software, code, and technical innovations

(b) Confidential business information and trade secrets

(c) Client relationships and customer goodwill

(d) Specialized employee knowledge and expertise

(e) Protection from unfair competition by former employees

1.2.2 Employees acknowledge these assets are irreplaceable and that unauthorized disclosure or misuse would cause irreparable harm to the Company.

1.3 Legal Framework

1.3.1 This policy is based on:

(a) Copyright Act, 1957 (work-made-for-hire doctrine)

(b) Patents Act, 1970 (employee inventions)

(c) Information Technology Act, 2000 (data protection)

(d) Indian Contract Act, 1872 (enforceability of restrictive covenants)

(e) Common law principles of confidentiality and trade secret protection

PART A: INTELLECTUAL PROPERTY RIGHTS

SECTION 2 - OWNERSHIP OF INTELLECTUAL PROPERTY

2.1 Company Ownership of All Work Product

2.1.1 All intellectual property created by employee during employment automatically belongs to the Company, including:

(a) Software and Code: Source code, object code, programs, applications, scripts, algorithms

(b) Technical Work: Designs, architectures, system specifications, technical documentation, databases

(c) Inventions: Discoveries, improvements, processes, methods, techniques

(d) Written Works: Documentation, manuals, training materials, presentations, reports

(e) Creative Works: Designs, graphics, UI/UX elements, branding materials

(f) Business Materials: Proposals, strategies, methodologies, frameworks, tools

(g) Data Compilations: Databases, data structures, data models, analytics

(h) Any Other Work Product: Created using Company resources or within scope of employment

2.2 Work Made for Hire Doctrine

2.2.1 Under Copyright Act, 1957:

(a) All work performed within scope of employment constitutes "work made for hire"

(b) Company is deemed the original author and owner of copyright

(c) Ownership vests in Company automatically at moment of creation

(d) No additional compensation required beyond salary for IP assignment

(e) Applies whether work created on Company or personal equipment

(f) Applies during working hours or outside hours if job-related

2.3 Scope of Company Ownership

2.3.1 Company owns IP created:

(a) During course of employment duties

(b) Using Company time, resources, facilities, or equipment

(c) Using Company confidential information or trade secrets

(d) Relating to Company's business, products, or research

(e) At request or direction of Company

(f) For which employee was specifically hired to create

(g) Within scope of assigned projects and responsibilities

2.4 Post-Employment IP Rights

2.4.1 For 12 months after employment termination, Company owns:

(a) Inventions or discoveries related to Company's business or R&D

(b) Work based on or derived from Company confidential information

(c) Improvements to Company products or systems

(d) Projects employee was working on during employment

2.4.2 Employee must promptly disclose any such post-employment creations to Company for ownership determination.

SECTION 3 - ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

3.1 Irrevocable Assignment to Company

3.1.1 Employee hereby irrevocably assigns to Company:

(a) All rights, title, and interest in IP created during employment

(b) All copyright, patent, trademark, trade secret, and proprietary rights

(c) All moral rights to the maximum extent waivable under law

(d) Right to use, modify, adapt, license, sell, transfer, or destroy the IP

(e) Worldwide, perpetual, royalty-free, exclusive rights

(f) Right to register copyrights, patents, trademarks in Company's name

3.2 Moral Rights Waiver

3.2.1 Employee waives all moral rights including:

(a) Right to attribution or credit for the work

(b) Right to object to modifications or derivative works

(c) Right to integrity of the work

(d) Right to withdraw or disown the work

(e) Any other moral rights under applicable law

(f) Waiver to maximum extent permitted by Indian law

3.2.2 Employee acknowledges that:

(a) Company may modify, adapt, or delete work without consent

(b) Company may attribute work to others or keep authorship anonymous

(c) Company may use work in any manner without employee approval

(d) Company may combine work with others' work

3.3 Further Assurances and Cooperation

3.3.1 Employee agrees to:

(a) Execute any documents necessary to perfect Company's ownership

(b) Provide information and assistance regarding IP created

(c) Cooperate in filing patent, copyright, or trademark applications

(d) Testify in legal proceedings involving IP ownership or infringement

(e) Execute assignments, declarations, or other instruments as requested

(f) Comply with these obligations even after employment termination

3.3.2 Obligations under Section 3.3.1 survive employment termination indefinitely.

3.4 Power of Attorney

3.4.1 Employee irrevocably appoints Company as attorney-in-fact to:

(a) Execute IP assignment documents on employee's behalf

(b) File patent, copyright, or trademark applications if employee unavailable

(c) Take any actions necessary to secure Company's IP rights

(d) Sign declarations, oaths, or statements required by authorities

3.4.2 This power of attorney is:

(a) Coupled with an interest and irrevocable

(b) Survives employment termination

(c) Exercisable only if employee fails to cooperate within 10 days of written request

SECTION 4 - PRE-EXISTING AND THIRD-PARTY INTELLECTUAL PROPERTY

4.1 Disclosure of Pre-Existing IP

4.1.1 At time of joining, employee must disclose in writing:

(a) Any intellectual property employee owned prior to employment

(b) Prior inventions, creations, or work product

(c) IP from previous employment (not to be brought to Company)

(d) Open source contributions or personal projects

(e) Patents, copyrights, or trademarks registered in employee's name

4.1.2 Failure to disclose pre-existing IP:

(a) Results in presumption that all IP created during employment belongs to Company

(b) Employee cannot later claim pre-existing ownership

(c) Burden on employee to prove independent creation

4.2 Restrictions on Third-Party IP

4.2.1 Employee shall NOT:

(a) Bring previous employer's proprietary code, documents, or IP to Company

(b) Use confidential information from previous employment

(c) Incorporate unlicensed third-party software or components

(d) Use code, libraries, or tools without proper licensing

(e) Violate any IP rights of third parties

(f) Expose Company to infringement liability

4.2.2 If employee inadvertently uses third-party IP:

(a) Must immediately disclose to supervisor and legal team

(b) Stop using the IP immediately

(c) Cooperate in removing or replacing the IP

(d) May be liable for damages caused to Company

4.3 Open Source Software Usage

4.3.1 Employee must:

(a) Obtain written approval before using open source components

(b) Review and comply with license terms (GPL, MIT, Apache, BSD, etc.)

(c) Not use copyleft licenses (GPL, AGPL) that require source code disclosure

(d) Document all open source dependencies and licenses

(e) Maintain license compliance records

(f) Not contribute Company code to open source projects without approval

PART B: CONFIDENTIALITY AND NON-DISCLOSURE

SECTION 5 - CONFIDENTIAL INFORMATION DEFINITION

5.1 What Constitutes Confidential Information

5.1.1 Confidential Information includes all non-public information related to Company's business, including:

(a) Technical Information:

• Source code, object code, algorithms, architectures
• Technical designs, specifications, documentation
• System configurations, network topology
• Development processes, methodologies
• Software tools, utilities, frameworks

(b) Business Information:

• Business plans, strategies, forecasts
• Financial data, budgets, pricing strategies
• Cost structures, profit margins
• Marketing plans, sales strategies
• Business models, revenue projections

(c) Client and Customer Data:

• Client lists, customer contacts
• Client contracts, agreements, pricing
• Client project details, requirements
• Customer data and personal information
• Client confidential information entrusted to Company

(d) Employee Information:

• Employee personal data, salaries, compensation
• Organizational charts, reporting structures
• Performance evaluations, HR records
• Skills inventory, resource allocation

(e) Proprietary Business Assets:

• Trade secrets, know-how, processes
• Competitive intelligence, market research
• Vendor lists, supplier agreements
• Internal policies, procedures, workflows

(f) Any Information:

• Marked as "Confidential," "Proprietary," or "Restricted"
• That a reasonable person would consider confidential
• Disclosed in confidence or with expectation of confidentiality

5.2 Exclusions from Confidential Information

5.2.1 Information is NOT confidential if:

(a) Publicly available through no breach by employee

(b) Rightfully received from third party without confidentiality obligation

(c) Independently developed by employee without using Company information

(d) Required to be disclosed by law, regulation, or court order (with prior notice to Company)

5.2.2 Burden of proving exclusion rests on employee.

5.3 Client and Third-Party Confidential Information

5.3.1 Employee must protect confidential information of:

(a) Company's clients and customers

(b) Third parties under NDA with Company

(c) Business partners, vendors, suppliers

(d) Any party whose information Company has obligation to protect

5.3.2 Standard of protection:

(a) Same level of care as Company's own confidential information

(b) Comply with client-specific confidentiality requirements

(c) Company is liable for employee's breach of client confidentiality

SECTION 6 - CONFIDENTIALITY OBLIGATIONS

6.1 Non-Disclosure During Employment

6.1.1 Employee shall NOT:

(a) Disclose confidential information to anyone outside Company

(b) Disclose to Company employees without "need to know" for job duties

(c) Use confidential information for personal benefit or advantage

(d) Use confidential information to benefit third parties

(e) Discuss confidential matters in public places, elevators, or transport

(f) Post or share confidential information on social media or online forums

(g) Remove confidential documents or data from premises without authorization

(h) Copy, photograph, or record confidential information without authorization

6.2 Perpetual Post-Employment Confidentiality

6.2.1 Confidentiality obligations continue INDEFINITELY after employment termination:

(a) Perpetual duty not to disclose confidential information

(b) Perpetual duty not to use confidential information

(c) No time limit on confidentiality obligations

(d) Obligations survive regardless of reason for separation

(e) Applies to information learned at any time during employment

6.2.2 Upon employment termination, employee must:

(a) Return all confidential materials, documents, files, and data

(b) Delete confidential information from personal devices and cloud storage

(c) Delete Company emails from personal email accounts

(d) Not retain copies, notes, or excerpts of confidential information

(e) Certify in writing that all confidential information has been returned/deleted

6.3 Standard of Care Required

6.3.1 Employee must:

(a) Exercise same degree of care as for employee's own confidential information

(b) Minimum standard: reasonable care under the circumstances

(c) Implement appropriate security measures to protect information

(d) Immediately report any suspected breach, loss, or unauthorized access

(e) Take corrective actions to prevent further disclosure if breach occurs

6.4 Handling Questions About Disclosure

6.4.1 If employee is uncertain whether information is confidential or can be disclosed:

(a) Presume information is confidential and do not disclose

(b) Consult immediate supervisor or legal team before disclosure

(c) Obtain written approval documenting permission to disclose

(d) Retain documentation for future reference

(e) When in doubt, do not disclose

SECTION 7 - INFORMATION SECURITY OBLIGATIONS

7.1 Physical Security Measures

7.1.1 Employee must:

(a) Lock computer screen when leaving workstation

(b) Not leave confidential documents unattended on desk

(c) Use secure meeting rooms for confidential discussions

(d) Store physical documents in locked cabinets or secure areas

(e) Shred confidential documents before disposal (cross-cut shredder)

(f) Secure laptops, phones, and devices when traveling

(g) Not display confidential information where visible to unauthorized persons

7.2 Digital Security Measures

7.2.1 Employee must:

(a) Use strong passwords and multi-factor authentication

(b) Not share passwords or access credentials

(c) Encrypt confidential data in transit and at rest

(d) Use Company-approved secure communication tools only

(e) Not email confidential information to personal email accounts

(f) Not store Company data on personal cloud storage (Dropbox, Google Drive, etc.)

(g) Use Company VPN when accessing systems remotely

(h) Not access Company systems from public computers or unsecured networks

7.3 Remote Work Confidentiality

7.3.1 When working remotely, employee must:

(a) Use secure, password-protected home networks

(b) Avoid public Wi-Fi for accessing confidential information

(c) Work in private spaces where screens not visible to others

(d) Use privacy screens on laptops in public places

(e) Ensure family members or visitors cannot access Company systems

(f) Lock devices when not in active use

7.4 Security Incident Reporting

7.4.1 Employee must immediately report to IT Security:

(a) Lost or stolen devices containing confidential information

(b) Suspected data breach or unauthorized access

(c) Accidental disclosure of confidential information

(d) Suspicious emails, phishing attempts, or security threats

(e) Any circumstance that may compromise confidentiality

7.4.2 Timely reporting:

(a) Report within 1 hour of discovery

(b) Do not delay reporting due to fear of consequences

(c) Good faith reporting will not result in disciplinary action

PART C: NON-SOLICITATION RESTRICTIONS

SECTION 8 - LEGAL FRAMEWORK FOR RESTRICTIVE COVENANTS

8.1 Non-Compete Unenforceability in India

8.1.1 Under Section 27 of Indian Contract Act, 1872:

(a) Blanket non-compete agreements restraining trade are void and unenforceable

(b) Post-employment non-compete clauses cannot prevent employee from working

(c) Courts consistently strike down agreements restricting employment after separation

8.1.2 This policy does NOT contain non-compete restrictions.

8.2 Enforceable Restrictive Covenants

8.2.1 The following restrictions ARE enforceable under Indian law:

(a) Non-solicitation of clients and customers (protects customer goodwill)

(b) Non-solicitation of employees (protects against unfair competition)

(c) Confidentiality and non-disclosure (protects trade secrets)

(d) Non-disparagement (protects business reputation)

(e) Restrictions during employment (exclusivity obligations)

8.2.2 Courts uphold these restrictions when:

(a) Reasonable in scope, duration, and geography

(b) Supported by adequate consideration

(c) Protecting legitimate business interests

(d) Not restraining trade or livelihood

SECTION 9 - NON-SOLICITATION OF CLIENTS AND CUSTOMERS

9.1 Restriction Period and Scope

9.1.1 For 12 months after employment termination, employee shall NOT:

(a) Directly or indirectly solicit Company's clients for business

(b) Induce or attempt to induce clients to cease doing business with Company

(c) Provide services competing with Company to Company's clients

(d) Accept work from clients employee worked with during employment

(e) Divert business opportunities from Company to new employer or self

(f) Interfere with Company's client relationships

9.2 Definition of "Clients" Covered

9.2.1 Restriction applies to:

(a) Active clients at time of termination

(b) Clients employee directly worked with during last 24 months of employment

(c) Clients employee had material involvement with or access to

(d) Prospective clients in active negotiations during employment

(e) Former clients with whom Company maintains ongoing relationship

9.2.2 Includes clients of:

(a) Company itself

(b) Company's subsidiaries or affiliates

(c) Projects employee participated in

9.3 Prohibited Solicitation Activities

9.3.1 Employee shall NOT:

(a) Contact clients to offer competing services or products

(b) Send emails, messages, calls, or marketing materials to clients

(c) Arrange meetings with clients for business purposes

(d) Use knowledge of client needs, preferences, or projects to win business

(e) Encourage or persuade clients to switch to new employer or personal business

(f) Disparage Company to induce clients to leave

(g) Leverage personal relationships with client contacts for competing business

(h) Assist new employer or third parties in soliciting Company clients

9.4 Permitted Activities

9.4.1 Employee MAY:

(a) Respond to truly unsolicited inquiries from clients (if no active solicitation by employee)

(b) Maintain personal friendships with client contacts (non-business social relationships)

(c) Work for new employer who independently serves same clients (without employee solicitation)

(d) Engage in general marketing not specifically targeted at Company clients

9.4.2 Burden of proving activity was unsolicited rests on employee.

9.5 Geographic Scope

9.5.1 Restriction applies:

(a) Globally without geographic limitation

(b) Wherever Company conducts business

(c) Wherever employee conducted business for Company

(d) India and all international markets

9.5.2 No restriction on where employee may work, only on soliciting Company clients.

9.6 Consideration for Non-Solicitation

9.6.1 Adequate consideration provided through:

(a) Employment and salary/compensation received

(b) Access to Company's confidential client information and relationships

(c) Training, business development, and career opportunities

(d) Client introductions and relationship building at Company expense

(e) Notice period payment or severance (if applicable)

SECTION 10 - NON-SOLICITATION OF EMPLOYEES

10.1 Restriction Period and Scope

10.1.1 For 12 months after employment termination, employee shall NOT:

(a) Recruit, solicit, or hire Company employees

(b) Induce or attempt to induce employees to terminate employment with Company

(c) Encourage employees to join new employer or start competing business

(d) Refer Company employees to recruiters, competitors, or third parties

(e) Facilitate or assist in departure of Company employees

(f) Share job opportunities specifically targeted at Company employees

10.2 Covered Employees

10.2.1 Restriction applies to:

(a) All employees working at Company at time of termination

(b) Employees departing employee worked with, managed, or supervised

(c) Employees in same department, team, or project

(d) Employees reporting to or reporting from departing employee

(e) Any employee departing employee knows through Company employment

10.2.2 Restriction continues for 12 months even if covered employee subsequently leaves Company.

10.3 Prohibited Recruitment Activities

10.3.1 Employee shall NOT:

(a) Contact Company employees to discuss job opportunities at new employer

(b) Share job postings or opportunities specifically with Company employees

(c) Provide referral bonuses or incentives for recruiting Company employees

(d) Arrange interviews for Company employees at new employer

(e) Use inside knowledge of employee dissatisfaction or compensation to recruit

(f) Coordinate mass exodus or team departures from Company

(g) Provide employee contact lists or information to new employer's recruiters

10.4 Permitted Activities

10.4.1 Employee MAY:

(a) Hire former Company employee who applies unsolicited to publicly posted job opening

(b) Provide general reference for former colleague if properly requested

(c) Maintain personal friendships with former colleagues

(d) Work with former colleagues who left Company independently before employee's solicitation

10.4.2 To qualify as "unsolicited," employee must not have:

(a) Encouraged application in any way

(b) Informed person about job opening

(c) Suggested person apply or leave Company

10.5 New Employer Notification Obligation

10.5.1 If employee joins competing firm or starts competing business:

(a) Must inform new employer of non-solicitation restrictions in writing

(b) Provide new employer copy of this policy

(c) Ensure new employer implements safeguards to prevent violations

10.5.2 Company may seek injunction against both employee and new employer for violations.

SECTION 11 - GARDEN LEAVE PROVISIONS

11.1 Definition and Purpose

11.1.1 Garden Leave means:

(a) Employee placed on paid leave during all or part of notice period

(b) Relieved from work duties but remains employed

(c) Cannot join new employer during garden leave period

(d) Used to protect Company business interests during transition

11.2 When Garden Leave May Be Invoked

11.2.1 Company may place employee on garden leave at its sole discretion for:

(a) Senior employees (Level 7+) with access to sensitive information

(b) Employees joining direct competitors

(c) Key employees with significant client relationships

(d) Situations where employee's departure poses competitive risk

(e) Employees with access to strategic or confidential projects

11.3 Terms and Conditions During Garden Leave

11.3.1 Employee during garden leave period:

(a) Receives full salary, benefits, and statutory entitlements

(b) Remains bound by all employment obligations and policies

(c) Cannot access Company systems, email, or premises (unless authorized)

(d) Cannot join new employer or start competing business

(e) Cannot solicit clients, employees, or business opportunities

(f) Must remain available if Company requires consultation or transition assistance

(g) Accrues leave entitlements normally

(h) Service period counts toward notice period

11.3.2 Company may require employee to:

(a) Return Company devices and access immediately

(b) Complete knowledge transfer documentation

(c) Be available for specific transition tasks

11.4 Duration and Application

11.4.1 Garden leave duration:

(a) Up to full notice period (30/60/90 days per employment level)

(b) May be partial or full notice period

(c) Specified in written garden leave notification

(d) Counts toward total statutory notice period

11.4.2 Garden leave is enforceable because:

(a) Employee receives full compensation during period

(b) Restriction applies during employment, not post-employment

(c) Tied to legitimate business interest protection

(d) Reasonable in duration and scope

SECTION 12 - CLIENT CONTACT RESTRICTIONS

12.1 No Direct Client Contact Post-Employment

12.1.1 For 6 months after termination, employee shall NOT:

(a) Contact Company clients for any business purpose

(b) Access client accounts, systems, or portals employee had access to during employment

(c) Use knowledge of client contacts, decision-makers, or relationships

(d) Attend industry events primarily to meet Company clients

(e) Leverage insider knowledge of client needs, projects, or pain points

12.2 Immediate Notification if Contacted by Client

12.2.1 If Company client contacts employee for business purposes:

(a) Must immediately notify Company in writing within 24 hours

(b) Provide details of contact, client name, and nature of inquiry

(c) Refer client back to Company

(d) Not engage in business discussions or negotiations

(e) Failure to notify = breach of non-solicitation obligations

SECTION 13 - REMEDIES AND ENFORCEMENT

13.1 Liquidated Damages for IP and Confidentiality Breach

13.1.1 Breach of IP ownership or confidentiality obligations results in:

(a) Liquidated damages: ₹10,00,000 to ₹50,00,000 (Rupees Ten Lakhs to Fifty Lakhs)

(b) Amount determined based on:

• Severity and nature of breach
• Value of information disclosed or IP misappropriated
• Harm caused to Company or clients
• Employee's seniority and access level

(c) In addition to actual damages suffered by Company

(d) In addition to disgorgement of profits earned by employee from breach

13.1.2 Employee acknowledges that:

(a) Actual damages from IP or confidentiality breach are difficult to quantify

(b) Liquidated damages represent reasonable estimate of harm

(c) Liquidated damages are not a penalty but genuine pre-estimate of loss

13.2 Liquidated Damages for Non-Solicitation Breach

13.2.1 Breach of non-solicitation obligations (clients or employees) results in:

(a) Liquidated damages: ₹5,00,000 to ₹25,00,000 (Rupees Five Lakhs to Twenty-Five Lakhs) per breach

(b) Each client or employee solicited = separate breach

(c) Amount determined based on:

• Value of client relationship or employee solicited
• Revenue impact on Company
• Number of violations
• Duration of violation

(d) In addition to actual damages (lost revenue, replacement costs)

13.2.2 Multiple breaches:

(a) Soliciting multiple clients or employees = cumulative liquidated damages

(b) Company may seek liquidated damages for each separate violation

13.3 Injunctive Relief

13.3.1 Company is entitled to:

(a) Immediate temporary and permanent injunction to prevent or stop violations

(b) Restraining order prohibiting employee from:

• Disclosing confidential information
• Soliciting clients or employees
• Using Company IP
• Violating any provision of this policy

(c) Without requirement to prove actual damages or irreparable harm

(d) Without posting bond or security (to extent permitted by law)

(e) Emergency ex-parte relief if necessary

13.3.2 Employee acknowledges:

(a) Breaches cause irreparable harm not adequately compensable by damages

(b) Injunctive relief is appropriate remedy

(c) Company may seek injunction in addition to liquidated damages

13.4 Recovery of Gains and Profits

13.4.1 Company may recover:

(a) Any profits or compensation employee earned from breach

(b) Compensation received from third parties for disclosure or use

(c) Value of IP or information misappropriated

(d) Revenues from solicited clients

(e) Constructive trust imposed on proceeds of breach

13.5 Legal Fees and Costs

13.5.1 Breaching employee is liable for:

(a) Company's legal fees and attorney costs (on indemnity basis)

(b) Investigation and forensic examination expenses

(c) Court costs, filing fees, and expert witness fees

(d) Enforcement costs including injunction proceedings

(e) Collection costs for recovering damages

13.6 Criminal Prosecution

13.6.1 Serious breaches may result in criminal prosecution under:

(a) Information Technology Act, 2000 (data theft, hacking, unauthorized access)

(b) Copyright Act, 1957 (copyright infringement)

(c) Patents Act, 1970 (patent infringement)

(d) Indian Penal Code (theft, breach of trust, criminal breach of contract)

13.6.2 Company may pursue civil and criminal remedies simultaneously.

13.7 Third-Party Claims and Indemnification

13.7.1 If employee's breach causes third-party claims against Company:

(a) Employee must indemnify Company for all losses and liabilities

(b) Includes client damages, penalties, and termination of contracts

(c) Regulatory penalties and fines

(d) Reputational damage and goodwill impairment

(e) Defense costs and settlement amounts

13.8 Disciplinary Action and Termination

13.8.1 Violations of this policy result in:

(a) Immediate termination without notice for serious breaches including:

• IP theft or misappropriation
• Disclosure of confidential information
• Solicitation of clients or employees during employment
• Violation of exclusivity obligations

(b) Forfeiture of benefits, bonuses, and incentives

(c) Recovery of notice period buyout or training bond amounts

(d) Negative reference and disclosure to prospective employers

13.9 Cumulative Remedies

13.9.1 All remedies are cumulative and not exclusive:

(a) Company may pursue multiple remedies simultaneously

(b) Pursuit of one remedy does not waive others

(c) Company may seek all available legal and equitable relief

SECTION 14 - NEW EMPLOYER OBLIGATIONS

14.1 Disclosure to New Employer

14.1.1 Employee must:

(a) Inform new employer about this policy and restrictions before accepting offer

(b) Provide new employer with copy of this policy

(c) Ensure new employer understands employee's confidentiality obligations

(d) Not bring any Company confidential information or IP to new employer

14.2 New Employer's Responsibility

14.2.1 New employer should:

(a) Implement safeguards to prevent employee from using Company confidential information

(b) Not request or utilize Company confidential information

(c) Respect non-solicitation restrictions

(d) Be aware of potential tortious interference liability

14.2.2 Company may seek relief against both employee and new employer for violations.

SECTION 15 - EMPLOYEE ACKNOWLEDGMENT AND CERTIFICATION

15.1 Employee Acknowledgment

15.1.1 By signing employment documents, employee acknowledges and agrees that:

(a) Employee has read and understood this policy in its entirety

(b) All IP created during employment belongs to Company

(c) Confidentiality obligations are perpetual and survive termination

(d) Non-solicitation restrictions are reasonable and enforceable

(e) Liquidated damages amounts are reasonable estimates of Company's loss

(f) Breaches cause irreparable harm warranting injunctive relief

(g) Employee received adequate consideration for these obligations

(h) Employee has independent opportunity to consult legal counsel

15.2 Annual Certification

15.2.1 Company may require employees to annually certify:

(a) Compliance with IP ownership obligations

(b) No disclosure of confidential information

(c) No retention of confidential materials on personal devices

(d) Disclosure of any potential conflicts or violations

15.3 Exit Certification

15.3.1 Upon separation, employee must certify in writing:

(a) All Company property, documents, and materials returned

(b) All confidential information deleted from personal devices and cloud storage

(c) Understanding of post-employment confidentiality obligations

(d) Understanding of non-solicitation restrictions

(e) No retention of copies or notes of confidential information