Terms and Conditions of Honorary Appointment
1. Termination Clause
Except as otherwise provided herein, this agreement shall continue until the organisation terminates it by giving to the resource not less than 15 days prior notice, or until the resource terminates it by giving to the organisation not less than 15 Days prior notice. Notice may be given at anytime with reasonable cause. The organisation reserves the right to remove the resource from office without prior notice.
The early termination of this will not affect the completion of any co-operation measures that were agreed under the annual work programmes whilst it was in force.
2. Legal Compliance
Organisation Member should serve the organisation in the role as specified in the honorary appointment letter and shall at a times comply with the lawful and reasonable directions of the Board.
Organisation Member should comply with all laws, rules or codes of conduct in force from time to time required by any regulatory body in relation to the business of the organisation or the status of the role or which the organisation shall reasonably determine are necessary for the proper functioning of its business. Organisation Member should also comply with all organisation’s policies which are applicable from time to time and as amended from time to time.
3. Organisation Property and Confidentiality
Organisation Member must not make use of, divulge or communicate to any person (other than with proper authority) any of the trade secrets or other confidential information of or relating to the business and the financial affairs of the Organisation or Associated Organisation or any of their clients or suppliers, including (but not limited to) details of clients, product details, technical information and data, prices, discounts, or terms of business which the Organisation Member may receive or become aware of as a result of being appointed. This obligation of confidentiality will continue to apply without limit of time after the termination (for whatever reason) of this Agreement. Further, the Organisation Member will also be required to comply with the terms of any Organisation’s Policies relating to the protection of confidential information from time to time.
4. Proprietary Rights/Inventions
Any proprietary rights whatsoever, including without limitation, patents, copyright, utility rights and design rights in the results of, the development and the application of all work produced by the Organisation Member during or in consequence of his services, whether alone or in conjunction with others and whether during normal working hours or not, including (but not limited to) any invention, design, discovery or improvement, computer program, documentation, confidential information, copyright work or other material which the Organisation Member conceives, discovers or creates during or in consequence of his services on behalf of the Organisation shall belong to the Organisation absolutely. The Organisation Member agrees, at the Organisation’s expense, to provide, during and after the term of this Agreement, all such assistances as the Organisation reasonably considers necessary, to secure the vesting of such rights in the Organisation or its nominees. Further, the Organisation Member will also be required to comply with the terms of any Organisation’s Policies relating to the protection of intellectual property from time to time. The provisions of this clause are without prejudice to Patent Law and Copyright Law.
“Intellectual Property” means all forms of legal rights and protection relating to the above program and otherwise based on CONFIDENTIAL INFORMATION, in any country of the world, including and not limited to (i) inventions and improvements thereof (whether or not patentable), trade secrets, technical data, databases, customer lists, designs, tools, methods, processes, technology, ideas, know-how, source code, product road maps and other proprietary information and materials (“Proprietary Information”) all letters patent, patent applications, provisional patent applications, design patents, IPR filings, invention disclosures and other rights to inventions or designs (“Patents”), all registered and unregistered copyrights in both published and unpublished works (“Copyrights”), and all applications, registrations, issuances, divisional, continuations, renewals, re-issuances and extensions of the foregoing.
Intellectual Property Developed by members’/member companies
Intellectual property developed by the individual member will be treated as the property of the member Organisation. In case of use of any intellectual property of Organisation by the member, a separate licensing arrangement will be entered into with the concerned parties on a case-to-case basis.
5. Data Protection
The Organisation Member acknowledges that he/she has read the current Organisation’s Data Privacy Policy applicable to the role. The Organisation Member consents to the processing of personal data relating to the role in accordance with the Policy.
In particular, the ORGANISATION MEMBER consents to:
- the processing of sensitive personal data about him or her to the limited extent, and for the purposes described in the Policy; and
- the transfer worldwide of personal data held about him or her by Organisation to other Directors and offices of Organisation’s global organisation and to third parties where disclosure to such third parties is required in the normal course of business or by law.
- The references to information “about him or her” include references to information about third parties such as a spouse and children (if any) which are provided to Organisation by the Organisation Member on their behalf. The reference to “sensitive personal data” is to the various categories of personal data identified by data privacy laws as requiring special treatment, including in some circumstances the need to obtain explicit consent. These categories comprise personal data about racial or ethnic origin, political opinions, religious or other similar beliefs, trade union membership, physical or mental health, sexual life or criminal record.
- In addition, the Organisation Member agrees to treat any personal data relating to other Organisation Members of the Organisation or Associated Organisation to which he or she has access in the course of his services, in accordance with the Data Privacy Policy and all legal requirements. In particular, the Organisation Member will not use any such data other than in connection with and to the extent necessary for the purposes of his services. Any infringement will result in the invoking of the Organisation’s Disciplinary Policy.
6. Standards of Conduct and Behaviour
The Organisation Member is required to comply with all the Organisation’s current policies relating to conduct and behavior which are applicable to him/her from time to time and as amended and from time to time.
The Organisation Member is not authorised to enter into any contract or similar commitment or sign any document in the name of or on behalf of the Organisation and is excluded from doing so unless expressly authorised to do so by the representative director of the Organisation. Notwithstanding the foregoing, in the event the Organisation Member is appointed representative director of the Organisation, the Organisation Member shall generally represent the Organisation in dealings with third parties in accordance with guidelines and instructions of the Board.
The Organisation Member must return to the Organisation on request and, in any event, on termination of his services, all documents and tangible items, including books, records, tapes, magnetic media, photos, correspondence and other papers or electronic records of whatsoever nature, kept or made by Organisation Members relating to the business of the Organisation or Associated Organisation or its clients (without taking copies or extracts thereof) which belong to the Organisation or Associated Organisation or which contain or refer to any confidential information relating to the Organisation or Associated Organisation and which are in the Organisation Member ‘s possession or control.
The Organisation Member hereby agrees that the designation director confers no authority to bind the Organisation or Associated Organisation and such authority will not be inferred in any statement or representation made to third parties by the Director, unless the Director is appointed representative director of the Organisation.
7. Termination
The Organisation may introduce a non-contractual disciplinary procedure, which will apply to Organisation Member, a copy of which will be made available to the Organisation Member on request.
The Organisation Member’s term shall terminate with immediate effect when the Organisation Member reaches the retirement age established by Organisation’s Policy as amended from time to time.
If the services of the Organisation Member is terminated by reason of the liquidation of the Organisation for the purposes of reconstruction or amalgamation or as part of any arrangement for the amalgamation or reconstruction of the Organisation not involving insolvency and the Organisation Member is offered employment with any concern or undertaking resulting from such reconstruction or amalgamation on terms and conditions which taken as a whole are not less favourable than the terms of this Agreement the Organisation Member shall have no claim against the Organisation in respect of such termination.
On termination the Organisation member shall:
- at the request of the Board immediately resign any role or office the Organisation Member may hold by virtue of the Organisation Member’s performance hereunder (without prejudice to any claims he may have for damages for breach of this Agreement); and
- immediately repay all outstanding debts and loans due to the Organisation; and
- The Organisation Member must return to the Organisation on request and, in any event, on termination of this Agreement.
Post-termination undertakings
“Restricted Client” means any client of the Organisation or Associated Organisation or any business in which the Organisation or Associated Organisation has a shareholding with whom the Organisation Member had dealings or recorded time to a job number relating to that Client within a period of 2 years immediately prior to the termination of this Agreement, and a “Restricted Employee/ ORGANISATION MEMBER” shall mean any senior or professional employee or any employee/ Organisation Member in possession of confidential information relating to the Organisation or Associated Organisation and in all cases that such employee/ Organisation Member was employed by the Organisation or Associated Organisation at the date of cessation of services of the Organisation Member and was an employee with whom the Organisation Member had dealings or supervised.
The Organisation Member hereby agrees that for a period of 2 years following the termination of his services the Organisation Member shall not contact with it’s customers, vendors, partners, employees and it’s associates.
- In competition with the Organisation or Associated Organisation render services which are the same or similar to those services offered by the Organisation or Associated Organisation of a kind performed by the Organisation Member during the 12 months immediately prior to the termination of this Agreement to any Restricted Client except where the Organisation Member offers such services under a contract of service as a Organisation Member or employee of the Restricted Client;
- Solicit the business of, or endeavour to solicit the business of, any Restricted Client in competition with the business or services offered by the Organisation or Associated Organisation;
- Solicit, entice away, or endeavour to entice away or assist any third party to solicit, entice away or endeavour to entice away from the Organisation or Associated Organisation any Restricted Employee.
- The undertakings contained in above paragraphs are intended to be separate and severable and enforceable as such.
8. Probation Period Clause
Your employment by the organisation is subject to a probation period of six months during which time you will be required to demonstrate your suitability for the honorary position in which you are appointed. To this end, your progress will be assessed on a regular basis.
The probation period may be extended at the organisation’s discretion to a maximum of aditional six months and this is without prejudice to the organisation’s right to terminate your appointment before the expiry of the probation period. An extension may be implemented in circumstances where your performance or conduct during probation has not been entirely satisfactory but it is thought that an extension to the probation period may lead to improvement, or where you have been absent from work for any reason for a significant period during probation.
Your appointment may be terminated at any time during or at the end of the probation period (or during or at the end of any extension to your probation) on the grounds of unsuitability for the role, poor or unsatisfactory performance, misconduct, poor attendance, poor timekeeping, lack of capability, for reasons of health and safety or if it is believed or established that you do not have the qualifications, experience or knowledge that you claimed to have at the time of appointment. This list is not exhaustive. Any termination will be confirmed to you in writing and there will be no right of appeal.
At the end of your probation period, the organisation will carry out a review within a reasonable time of its expiry and it will not be deemed to have been completed until the organisation has carried out its review and formally confirmed the position in writing to you. If your probation period has been successfully completed, your continued appointment by the organisation will be confirmed.
During the probation period and during any extension to your probation (and until the organisation has carried out its review at the end of it and formally confirmed the position in writing to you), the notice period will be one week and the organisation’s disciplinary procedure[s] will not apply to you.
9. Benefits, Rights and Obligations of Visiting and Honorary Appointees
- Visiting and honorary appointments are in an unpaid capacity.
- Visiting or honorary resource may be given some assistance towards travel to the region, accommodation and living expenses depending on the availability of funds. Any such assistance is however discretionary and must be approved by the Board of Directors. It is important that financial assistance does not exceed reasonable limits as it may be construed as payment for services. A maximum amount is therefore determined periodically by the Organisation.
- Visiting and honorary appointees may be given some assistance towards travel and related costs to attend conferences or approved Organisation activities such as research & development, study tours depending on the availability of funds. Any such assistance is however discretionary and must be approved by the Board of Directors.
- Visiting and honorary appointees will normally be provided with access to a workstation by the host institute pending availability. Access to research facilities such as laboratories must be negotiated on a case by case basis with the host academic unit.
- Visiting and honorary appointees will be provided with an organization email (Limited Only).
- Visiting and honorary appointees are only entitled to use the full title, inclusive of the term “Visiting” or “Honorary” as specified in their letter of invitation for the term of their appointment.
- Visiting and Honorary appointees are only entitled to use the Organisation’s name in their publications, social media and others have once written permission is obtained from the Head of the concern department to which they are appointed.
- Visiting and honorary appointees will be accountable to the Board of Directors of the organisation to which they are appointed, through the respective Head of Region or Vertical.
- Visiting or honorary appointees may be required to sign an agreement in relation to the ownership and assignment of intellectual property developed while a visiting or honorary at the Organisation. Details in relation to this requirement can be found under the Intellectual Property Policy.
- By signing the Acceptance of Honorary Appointment (via email) all visiting or honorary appointees acknowledge their obligations to comply with the provisions of the Organisation’s Code of Conduct and other policies in relation to, but not limited to, workplace health and safety, teaching and supervision, use of organisation systems, facilities and services, diversity and inclusion, conflict of interest, travel, use of the Organisation name in public statements, research, and intellectual property, as amended from time to time.
10. Miscellaneous
The Organisation Member warrants that he/she has lawful authority to perform services in India and that by entering into this Agreement he is not and will not be in breach of any express or implied term of any contract court order or any other legal obligation.
The Organisation shall be entitled at any time during the term of this Agreement to set off and/or make deductions from the Honorarium or other sums due to him/her monies due to the Organisation or any Associated Organisation in respect of any overpayment debt or other monies due from him.
Variation of Contract
The Organisation reserves the right on giving reasonable notice to and obtaining the consent of the Organisation Member to vary the terms of this Agreement.
Definitions and interpretation
In this Agreement unless the context otherwise requires:
“Associated Organisation” means a Organisation owned by same shareholders, and their Subsidiaries. “Subsidiaries” means, in relation to an Entity, any other Entity: (a) in which the first Entity owns or controls 80% or more of the voting rights (being the rights conferred upon shareholders in respect of their shares; or, in the case of an Entity not having a share capital, on members, to vote at general meetings of that entity on all, or substantially all, matters); or (b) in which the first Entity has the right under the constitution of that Entity or by reason of the operation of an agreement among the members of that Entity to direct the overall policy of that undertaking or to alter the terms of its constitution. “Entity” means any body corporate or partnership or unincorporated association carrying on any trade, business or other activity, with or without a view to profit.
Associated Organisation shall not extend to cover any Entity of which the Organisation Member does not carry out material duties in the period of 12 months prior to the termination of the services;
“Board” means the Board of Directors of the Organisation including any duly appointed committee thereof or the directors present at a meeting of the directors of the Organisation at which a quorum is present but excluding the Director.
In this Agreement the headings are for convenience only and shall not affect its construction or interpretation. References to clauses are references to clauses in this Agreement and references to a person shall where the context permits include reference to a corporate body or an unincorporated body of persons. Any word which denotes the singular shall where the context permits include the plural and vice versa and any word which denotes the masculine gender shall where the context permits include the feminine and/or the neuter genders and vice versa. Any reference to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment.
Governing Law and Arbitration
This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements arrangements and understandings (written or oral) relating to the services of the Cluster Development Resource (Organisation Member) and all such agreements arrangements and understandings shall be deemed to have been terminated by mutual consent. Any dispute arising out of the Organisation Member ‘s services with the Organisation (or the termination thereof) other than a dispute in relation to the provisions of clauses mentioned above shall be referred to and finally resolved by confidential arbitration under the Rules of Arbitration of the Republic of India.
The arbitral tribunal shall consist of three arbitrators, one of whom shall be nominated by the Organisation Member and another of whom shall be nominated by the Organisation. The third shall be the Director General who shall be jointly nominated by the Organisation Member and the Organisation or, in the event they are unable to agree within a reasonable period, by the other two arbitrators. The arbitrators, including the Director General, may be of any nationality. The place and seat of any arbitration shall be Bangalore, India. Judgement on any award may be entered in any court of competent jurisdiction.