appoint advisory

8/3/2019 Appoint Advisory

http://slidepdf.com/reader/full/appoint-advisory 1/4

TRIDENT/SHR/2011 DDMMYYYYSub: Appointment on the Advisory Board

Dear

Subsequent to our interaction on the subject cited above, we are pleased to appoint you as a

Director on the Advisory Board of the Company on the following terms and conditions:

As a member of the Advisory Board, the ‘Company’ is looking for you to provide overall strategic

direction to the Company and all of its diverse businesses. The major areas where the directors

are expected to contribute and provide guidance collectively are:

•Revenue and Profit growth•Business development organic or through acquisitions, alliances etc.•New Product & New Market Development•Branding•Research & Development•Manufacturing capacity, efficiency, and Product cost.•Capital allocation and risk management.•Organizational upgrading, development and succession planning•Financing, hedging, working capital and inventory management.•Systems, Procedures, Processes and Technology•Government Regulation and Corporate Social responsibility

The Advisory Board is expected to meet for 1218 days per annum. For the first 3 months, the

Board is expected to meet for one or two days each month. Subsequent monthly meetings will last

for one full day. You are expected to attend every Board Meeting and other activities as agreed

upon with the Company.

The position Director mentioned herein above shall not be construed as Director as defined under

the Companies Act, 1956 and you shall not attract any statutory liability as applicable to a Director

of the Company under various laws, rules and regulations.

You shall be compensated with a professional fee of Rs 25.00 lacs per annum. The Professional feeshall be paid to you equally after the end of each quarter starting from September 2, 2011. You

shall also be reimbursed for the expenses incurred on traveling, boarding and lodging on your

visits to the Company’s premises or any other place as advised by the Company. You will also

participate in EBITDA based profit sharing scheme for Advisors, details of which will be provided in

due course.

Your engagement as Director on Advisory Board shall be governed by General Terms and

Conditions as detailed in Annexure I of this letter.

You are requested to send us the copy of this offer letter along with General Terms & Conditions

attached as Annexure I duly signed by you as a token of your acceptance of the Offer on or before

DDMMYYYY.

On failing to send the offer letter duly signed as aforementioned, this Offer shall stand withdrawn

automatically, without any further notice.

Yours faithfully

For Trident Limited

[Authorised Signatory]



Acceptance

Name Signature with DateAnnexure I

GENERAL TERMS & CONDITIONS

1. Definition

Unless the context otherwise requires, capitalized terms in this Contract shall have the

following meaning;

Confidential Information means all information in which a party has rights that is not

generally known to the public and that under all the circumstances should reasonably be

treated as confidential or proprietary, whether or not the material is specifically marked as

confidential

Company shall mean Trident Limited or “TRIDENT" and its Group/Associates Companies

Director shall mean _____________________

Contract shall mean this appointment letter dated this ___ day of ________, 2011 signed

between Company and Director read with General terms and Conditions contained herein.

Company and Director are each individually referred to as a "Party" and collectively as the

"Parties".

2. Confidentiality

The Director shall at all times maintain and keep secret and confidential any know how,

figures, information, trade secrets, data or confidential documents in written/verbal form,

obtained during the course of business relationship with Company which Director has or

may acquire from time to time relating to business of Company, to anyperson(s)/authority/organization /statutory body without written permission of Company.

The Director further agrees to take such steps and precautions as may be necessary to

preserve and protect any Proprietary Information from publication, reproduction,

communication or other unauthorized disclosure to the third parties. The terms of this

clause shall survive termination of this Contract.

The obligations shall not apply to information which:

a) Is or becomes publicly available other than through a beach of this Contract or is

unlawfully appropriated;

b) Is already in possession of other party without any breach of this Contract;

c) Is obtained by the other party from a third party without any breach of this Contract;

d) Is required to be produced before a judicial authority and only where Director is

compelled to do so by such an authority, provided that the said authority (or

individual representing such authority) has the authority, under by law in force, to

compel such disclosure.

Notwithstanding the foregoing, before making any use or disclosure on any of the foregoing

exceptions, Director shall intimate the Company as soon as practicable the applicable

exception(s) and circumstances giving rise thereto.



3. Insider Trading

The Director is supposed to make himself acquainted with the provisions of Code of

Conduct for Prevention of Insider Trading as laid down by the Company from time to time.

The Director shall maintain the confidentiality of all Price Sensitive Information and shall not

pass on such information to any person directly or indirectly by way of making a

recommendation for the purchase or sale of securities.

The Director, when in possession of any unpublished price sensitive information pertaining

to the Company, shall not:

1.1. Buy/sell securities of the Company, either on their own behalf or on behalf of any otherperson.2.2. Communicate, counsel or procure any unpublished price sensitive information to/from anyperson.

4. Intellectual property rights

All documents/layouts/designs, etc. developed or created under this contract are the sole

property and intellectual property rights of the Company and the Director shall not be

entitled, directly or indirectly, to reproduce/copy or assign such documents/ layouts/

designs to a third party unless with prior written consent of the Company.

The Director shall protect, defend, hold harmless, and indemnify the Company from and

against any or all claims, actions, liabilities, losses arising out of any actual or alleged

infringement of any patent, trademark, copyright or industrial design or any other

intellectual property right and any claim of unfair competition arising out from your service.

The provisions of this clause shall survive the termination of this agreement.

5. Noncompete

During the tenure of this Contract or thereafter, the ‘Director’, any of his associates, agents,

officials shall not compete with the ‘Company’ by conducting or involving in any manner in

any business of similar nature of that of the business of ‘Company’ and which competeswith the business of ‘Company’.

6. Relationship between the Director and the Company

Nothing in the Contract shall be construed to imply a joint venture, partnership, principal-

agent relationship or coemployment or joint employment between the Company and the

Director. The Director, in furnishing services to the Company hereunder, is acting

independently on its own.

7. Severability

This Contract shall be governed by the laws of the Union of India. If any portion of this

Contract is held to be void, invalid, or otherwise unenforceable, in whole or in part, the

remaining portions of this Contract shall remain in effect.

8. Arbitration

Any dispute, difference or question arising out of, in relation to or incidental to this contract,

including any dispute as to the existence or validity hereof, shall be first attempted to be

resolved by mutual discussions and negotiations between Managing Director of the

Company and the Director. In the eventuality of the failure of such negotiations, it shall be

referred for arbitration to be conducted by sole arbitrator to be nominated by Trident

Limited. The venue of the arbitration would be at Barnala and the language of proceedings



shall be English.

9. Jurisdiction

That it is expressly agreed that this contract shall be governed by the laws of India and any

dispute, difference or claim which may arise between the Director and the Company in

connection with the performance of this Contract or the rights and obligations of the parties

hereto shall be only under the jurisdiction of the law courts of the city of Barnala.

10. Assignment

Neither this a contract, nor any right or obligation hereunder may be assigned, in whole, or

in part, by the Director without the prior permission of the Company, provided that, upon

written notice to the Company and after seeking full consent of the Company, the Director

may assign this contract to any member or an affiliated firm of its.

This contract constitutes the entire agreement between the parties with regard to the

subject matter and supersedes all Contracts and understandings between the Company and

the Directors with regard to the subject matter hereof, made prior to the execution of this

Contract. However, Director shall use associates for the execution of this assignment.

11. Validity

This contract shall be valid for a period of one year from _______ and shall be extended with

mutual consent of both the parties. However, the Company can terminate this contract

without any prior notice and without any compensation under the following circumstances:

a) Director has becomes insolvent or

b) Director has been convicted of any crime which in Company’s reasonable judgment

is likely to adversely affect the goodwill of Company; or

c) Any failure by the Director to comply with any of the provisions of the Contract; or

d) Failure of Director to deliver as per agreed time schedule; or

e) Director assigns the Contract to any third party without the consent in writing of theCompany; or

f) If any of the representations of the statements etc. made by the Director in

connection with this Contract are incorrect or are found to be incorrect.

The Company shall have also the right to terminate the Contract at any time for any

reasons whatsoever. However, the obligations and payments under the Contract are to be

made by either party, for any Services defined, before any such termination.

12. Conflict of interest

The Director shall not, during the term of the contract, accept work or enter into a contract

or accept an obligation inconsistent or incompatible with the interest of the Company.

The Director shall not, directly or indirectly, entitled to undertake any

assignment/project/work of similar nature from the existing or potential competitors of

Company without the prior written approval of Company.

The ‘Director’ shall also not employ or cause to be employed any personnel of the

‘Company’ or its associates without the prior written approval of ‘Company’. The Director

shall also not offer/solicit employees of Company for jobs for any of its Clients.

For the purpose of this clause Director includes his associates and employees.

appoint advisory

Documents