Confidentiality and Non-Disclosure Agreement

This agreement sets out how you must protect confidential information belonging to TSS and its clients, and who owns the work you create. Every employee, trainee and intern accepts it by email when they join.

Document

Document number

TSS-IT-13

Version

1.0

Effective from

1 September 2026

Next review

March 2027

Owner

Human Resource Team

Approved by

Board of Directors

Applies to

Accepted by every employee, trainee and intern when they join TSS. For an intern under 18, a parent or guardian also accepts it.

Issued by

Thakur Systems & Structures Private Limited, CIN U62011PN2026PTC254650

PARTIES

This Agreement takes effect on the date you accept it, and is made between:

Thakur Systems & Structures Private Limited, a company incorporated under the Companies Act, 2013, with Corporate Identity Number U62011PN2026PTC254650 (the “Company”); and

the employee, trainee or intern who accepts it (“you”).

BACKGROUND

(A) You are joining, or have joined, the Company as an employee, trainee or intern.

(B) In your work you will have access to Confidential Information belonging to the Company and to its clients.

1. CONFIDENTIAL INFORMATION

“Confidential Information” means all information, in any form, that you receive or learn because of your work with the Company and that is not public. It includes:

(a) source code, object code, algorithms, models, prompts, designs, architecture, APIs, databases and technical documentation, whether they belong to the Company or to its clients;

(b) trade secrets, know-how, methods and processes;

(d) business plans, pricing, proposals, contracts, finances and strategies;

(e) personal data about employees, clients, users or anyone else;

(f) passwords, keys, credentials and security information;

(g) information the Company has received from others on the basis that it will be kept confidential;

(h) anything marked or described as confidential, or that a reasonable person would understand to be confidential.

2. WHAT IS NOT CONFIDENTIAL INFORMATION

Information is not Confidential Information if you can show that it:

(a) is or becomes public, other than through a breach of this Agreement by you, or a breach of confidence by anyone else;

(b) was lawfully known to you before you started working with the Company, without any duty to keep it confidential;

(d) was developed by you independently, without using any Confidential Information.

The general skills, knowledge and experience you gain in your work are yours, and you are free to use them.

3. YOUR OBLIGATIONS

You agree that you will:

(a) use Confidential Information only to do your work for the Company;

(b) not disclose it to anyone, except colleagues and other authorised people who need it for their work and are bound to keep it confidential;

(c) protect it with at least the care that the Company’s policies require, including the Information Security Policy, the Acceptable Use Policy and the Cloud and App Use Policy;

(d) not copy, download, photograph, record or remove it, except as your work requires;

(e) not put it into personal accounts; not put it onto personal devices, except as the Bring Your Own Device (BYOD) Policy allows; and not put it into any AI tool or online service that the Company has not approved;

(f) follow the confidentiality terms in the Company’s agreements with its clients that apply to your work, as they are shared with you;

(g) tell the Company immediately if you become aware of any loss, leak or misuse of Confidential Information.

4. DISCLOSURE REQUIRED BY LAW

If a court, regulator or other authority lawfully requires you to disclose Confidential Information, you may do so. Where the law allows, tell the Company first so that it can respond, and disclose only what is required. Nothing in this Agreement stops you from reporting a possible crime or breach of the law to the police, a regulator or another authority, from making a report under the Company’s Whistleblower Policy, or from getting legal advice.

5. INTELLECTUAL PROPERTY

(a) All work you create in the course of your employment or training, including code, designs, documents, inventions and improvements, and including work created with the help of AI tools (the “Work Product”), belongs to the Company. For work you create as an employee, the Company is the first owner of the copyright under the Copyright Act, 1957.

(b) To the extent that any rights in the Work Product do not belong to the Company automatically, you assign them to the Company, worldwide and for the full term of those rights, as they are created, for no payment beyond your salary or stipend, if any. This assignment will not lapse if the Company does not use those rights within one year.

(c) During and after your employment, you will sign any documents and do anything reasonably needed to confirm or register the Company’s ownership, at the Company’s cost.

(d) To the extent the law allows, you agree not to assert moral rights in the Work Product in a way that interferes with the Company’s use of it.

(e) Anything you created before joining, or create outside work without using the Company’s time, equipment or Confidential Information, remains yours. If you want to use any of it in your work for the Company, list it in your acceptance email (clause 11) and get written approval first.

(f) Contributing Company code to open-source projects, or contributing to open-source projects during working hours, needs the Company’s written approval in advance.

6. RETURNING MATERIALS

When your employment or training ends, or whenever the Company asks, you will return all Company property and Confidential Information, delete any copies you hold, including on personal devices and in personal accounts, and confirm in writing that you have done so.

7. CLIENTS AND COLLEAGUES

While you work for the Company, you will not:

(a) persuade any client of the Company to stop or reduce its business with the Company, or to move work away from it; or

(b) persuade any employee of the Company to leave.

After you leave, clause 3 continues to apply for as long as the information stays confidential. This means you may never use the Company’s Confidential Information, such as client lists, contacts, requirements or pricing, to approach its clients or employees. It does not stop you from working for any employer you choose after you leave, or from responding to job advertisements that are open to the public.

8. HOW LONG THIS AGREEMENT LASTS

Your obligations start when you accept this Agreement, or when you first received Confidential Information if that was earlier, and continue after your employment ends, for as long as the information remains confidential. Clause 5 continues without any time limit.

9. IF THIS AGREEMENT IS BROKEN

(a) A breach may cause the Company or its clients serious harm that money alone cannot put right. The Company may ask a court for an injunction to stop or prevent a breach, as well as any other remedy available by law, including damages.

(b) A breach during your employment may also lead to disciplinary action, up to and including dismissal.

10. GENERAL

(a) Other documents. This Agreement adds to your offer letter or internship letter, your Employment Agreement and the Company’s policies. If they conflict on confidentiality or intellectual property, the terms that better protect the Company’s Confidential Information apply.

(b) Changes. This Agreement can be changed only in writing, agreed by both parties.

(c) Severability. If any part of this Agreement is found to be unenforceable, it will be applied to the extent that it is enforceable, and the rest of the Agreement continues to apply.

(d) No licence. Nothing in this Agreement gives you any right in the Company’s Confidential Information or intellectual property, except to use it for your work.

(e) Law and courts. This Agreement is governed by the laws of India. The courts at Pune, Maharashtra, have exclusive jurisdiction.

11. HOW YOU ACCEPT THIS AGREEMENT

You accept this Agreement by replying to the email it was sent with, on the same thread, confirming that you have read it and agree to it. In the same reply, list anything you created before joining the Company that you may want to use in your work for the Company (clause 5(e)), or write “None”. This Agreement also forms part of your Employment Agreement or, for an intern, your internship letter.

I have read the TSS Confidentiality and Non-Disclosure Agreement (TSS-IT-13), version 1.0, and I agree to it. Earlier work I am keeping: None.

12. INTERNS UNDER 18

(a) If you are under 18, a parent or guardian must also accept this Agreement, by replying on the same email thread to confirm that they have read it with you and agree to it.

(b) While you are under 18, the Company will not give you client personal data, client confidential information or access to live (production) systems.

(c) If you are still working with the Company when you turn 18, you will be asked to accept this Agreement again yourself, by email.

I am the parent or guardian of [intern’s name]. I have read the TSS Confidentiality and Non-Disclosure Agreement (TSS-IT-13), version 1.0, with them, and I agree to it.