TERMS AND CONDITIONS OF EMPLOYMENT

Ref No. IMEI/HO/HGS/03 revised terms and condition

[Annexed and integral to Letter bearing Reference No.:IMEI/HO/HGS/2207 dated 22.07.2025]

This document lays down the terms and conditions of employment, agreed upon by The Institute
of Marine Engineers (India) (“Employer” or “IME(I)”) and the Employee (“You” or “Your”).

1. Type of employment

The Employee will be employed on the following basis:

On a non-permanent, fixed term employment as a full-time Faculty Member with our
Training Department at IME(I), HO/ Branch.
Your engagement covered by this contract shall be a period from (01 st Aug 2025) to
(31st March 2027). A subsequent renewal can happen basis a review of performance
and on mutual agreement.
Your line manager shall be the Director of IME(I), Head Office insofar as your day-to-
day and routine work responsibilities and matters related to the delivery of training
activities are concerned.
From an administrative and management perspective and all other matters relative to
your employment you shall be responsible to the Honorary General Secretary of
IME(I) (“HGS”). Instructions and directives issued by the HGS are final and binding.

2. Commencement of Employment

(a) Your employment with the Employer ('Employment') shall begin and be effective
from 01st Aug 2025

(b) You warrant and represent to the Employer that you will not breach any obligation
binding on you by reason of entering into this letter agreement or performing any of
your duties and obligations under it or other third-party contractual obligations.

(c) You warrant that all the information relating to you and provided by you to the
Employer is true and accurate.

(d) You commit yourself for the assigned responsibilities so as to accomplish the given
tasks and achieving objectives within the agreed time frames with expected quality and
efficiency standards. As a part of the performance standard, you shall also commit to
observe and maintain best standards of behaviour, discipline and work ethics, while
following the Rules and Regulations of the Organisation as are in force and /or
amended from time to time.

3. Compensation & Benefits

(a) As compensation, you shall be entitled to receive a CTC of INR 1,40,000 /- (INR
One Lakh Forty Thousand Only) per month plus Rs. 10,000/- as performance-based
monthly incentive (PBI), receivable on half yearly basis after reviewing of
performance. Performance Review will be undertaken on multi-level by Director
METC and in case of any further review, by the HGS.

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 (b) The CTC shall accrue on a daily basis and be payable in the following periodicity
in arrears by the First of the subsequent month by transfer to your bank account. It is
clarified that 'CTC' shall comprise your total cost to the company and includes all
payments made and benefits provided by the Employer directly or indirectly to or on
your behalf, whether as salary or otherwise.

(c) The Employer will formally review your performance annually, in the month of
March of each year for overall performance and on a half-yearly basis for the PBI.

(d) The Employer is under no obligation to increase your CTC as a result of any
review in performance. Any revision in the CTC following a review shall be effective
from and subject to such terms and conditions as the Employer shall deem fit.

(e) The Employee acknowledges and agrees that the compensation, as described in the
preceding sub-clauses hereof, is the sole monetary compensation to which the
Employee is entitled in consideration for the Employee's fulfilment of the Employee's
Duties.

(The Employee acknowledges and agrees that if the Employer provides any additional
monetary compensation to the Employee (such as bonuses, etc.), in addition to the
compensation as described in the preceding sub-clauses hereof, such additional
compensation will be payable entirely at the Employer's discretion.)

(f) It shall be the sole responsibility of the Employee to meet all requirements under
Indian tax laws in respect of all payments made or benefits given under this agreement
including proper and timely tax compliance. The Employer disclaims liability for any
taxes and other imposts for which you are liable personally. The Employer shall be
entitled to make such deductions which, in its opinion, are necessary and appropriate
from any payment made or benefit given in connection with the Employment that
require such deduction to be made by the employer and the Employer shall provide the
Form 16 (or equivalent) to the employee evidencing the deductions made.

(g) No liability shall attach to the Employer for your failure to pay any such taxes and
imposts and you agree to indemnify and keep indemnified and hold harmless the
Employer from and against any and all losses, costs, expenses, claims or demands
which the Employer may pay, incur, suffer or sustain directly or indirectly arising out
of or in relation to or howsoever connected with your failure to pay such taxes or
imposts.

(h) The Employer shall be entitled, at any time during your employment, or in any
event on the termination of your employment, howsoever arising, to deduct from your
remuneration and any sums reimbursable to you by the Employer, any monies due
from you to the Employer including, but not limited to any outstanding advances,
payment for excess holiday, overpayment of salary and any other monies owed by you
to the Employer pursuant to your employment with the Employer under this letter
agreement.

4. Duties & Obligations

(a) The Employee will be required to perform all tasks and will be required to accept all duties
and responsibilities as reasonably requested by the Employer from time to time. In particular,
the Employee will have the duties described in the attached ‘Job Description’.

(b) Your duties include those duties that would reasonably be expected to fall within this job
title or such other duties, consistent with your status, as may reasonably be assigned to you
from time to time to meet the needs of the Employer.

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(c) The Employer may from time to time make changes to the position description or to the
Employee's duties, provided that such changes are reasonable in the context of the Employer's
industry and in the context of the Employee's position.

(d) The Employer and the Employee may from time to time agree to make changes to the
position description or to the Employee's Duties.

(e) The Employee agrees to perform the Employee's Duties in accordance with:

i. this Agreement; and

ii. the directions, instructions, requests, and orders of the Employer; and

iii. any of the Employer's guidelines, practice manuals, policies or procedures as they
exist from time to time.

(f) The Employee must perform the Employee's duties in good faith having regard to the best
interests of the Employer, and in a careful, conscientious and professional manner and to a
standard that can reasonably be expected of somebody with the Employee's level of skill,
training and experience.

(g) During the tenure period as an employee of the Institute as a Full time Faculty member /
Director / Deputy Director/ Principal you are not supposed to stand for the election and hold
any post as an office bearer in IME(I).

You shall:

(g) Devote your whole time, attention and ability solely and exclusively towards the
performance of the duties and responsibilities assigned to you by the Employer from time to
time during the Employer's normal business hours and at such other times as may be
necessary;

(h) Abide by the Employer's HR Policy notified to you from time to time and in the event of a
conflict between the provisions of the HR Policy and this Contract, it is hereby agreed that the
provisions of this Contract shall always prevail.

(i) Properly and faithfully serve the Employer and use your best endeavours to protect and
further the interests and reputation of the Employer.

(j) Except when prevented by any emergency, illness or accident you will devote the whole of
your attention and skill to the affairs of the Employer and use your best endeavours to
promote its interests. You shall adhere to, execute, and fulfil all policies established by the
Employer.

(k) Not undertake any other employment or occupation whatsoever without the express
sanction from the Head Office, during your employment with IMEI.

(l) Conform to the Code of Professional Conductprescribed under the Memorandum of

Association and Article of Association of the Employer, and any other rule, procedure, or
provision mentioned in the Operational Rules & Procedures (ORP), or otherwise applicable to
the Employee promulgated by the Employer.

5. Location of Employment

(a) You shall be employed at the IMEI, Nerul, Navi Mumbai HO/ Branch

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6. Office hours

(a) The Employer's normal business hours are Monday to Saturday every week from 0930
hours to 1730 hours (Indian Standard Time), otherwisethan on all holidays as notified in
writing by the Employer from time to time. Sundays and alternate Saturday shall be treated as
weekly holidays.

(b)Every employee must record his attendance and time in the attendance register and the
electronic system. Failure to do so will result in the employee being marked absent on that
day.

(c) All employees are expected to be punctual and record 8 hours of work per working day.
Flexi working hour system may be followed in accordance with the attendance and leave
policy as follows.

Entry Time Exit Time

Before 09:00 AM 05:00 PM

Between 09:01 AM and 09:15 AM 05.15 PM

Between 09:15 AMand 09:30 AM 05.30 PM

After 09:30 AM, but not later than 10:00 AM 08 hours later

(d) For every two (2) days that an employee reports to work beyond 10:00 AM, halfday of CL
shall be deducted.

(f) The office hours may be amended by the Employer from time to time. However, the
Employer has the right to require you to work such further hours on weekdays/weekends and
on other notified holidays.

7. Holidays and Leave

(a) You will be entitled to fourteen (14) public (preferred) holidays in every calendar year in
addition to such public holidays as may be notified by the Employer from time to time.

(b) You will be entitled to thirty (30) days paid leave in a 12-month period on an accrual
basis. Any un-availed paid leave in excess of thirty (30) days, at the end of the calendar year
will lapse automatically

(c) If you are absent from work and such absence has not been previously authorised by the
Employer as provided herein, you must inform your Line Manager of such absence with
reasons as soon as practicable, but not later than on the morning of the first day of such
absence.

8. Sickness

(a) Any leave taken by you for illness, sickness or injury will be deducted from your paid
leave entitlement.

(b) If you are absent from work due to illness, sickness or injury for a period exceeding
3contiguous working days, you must give us a medical certificate certifying such illness,
sickness or injury on the fifth working day following the first day of absence. For any absence
thereafter, you shall upon our request provide a further medical certificate to the Employer
certifying the continuance of the illness, sickness or injury.

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(c) Absence without leave
Absence from work/office for a continuous period of seven days without prior approval of
leave signing authority (including overstay of leave/travel), it shall be treated as abandonment
of services by employee and the employment shall automatically come to an end without any
notice or intimation. In such case, employee shall not be entitled for any compensation
whatsoever including statutory compensation, if any

(d) Leave without Pay

Under special circumstances the Institute may grant employees Leave without Pay. The
duration of such leave shall be determined jointly by the/Director and the HGS. All Leave
without pay must be pre-approved.

(e) Compensatory Off

IME(I) Employees who are required to work during such holidays due to work commitment
are entitled to compensatory off as recommended by the HGS. IME(I) Staff should work for a
minimum of eight hours on a weekly day off or declared holiday to be eligible for a
compensatory day off. Prior approval of Approving Authority is required for availing
compensatory off. All compensatory off should be availed within the same month as for as
possible and shall automatically expire if not availed.

(f) Unauthorized Absence from work

Any employee who abstains from work without prior notice is considered to be on
unauthorized absence. Unauthorized absence amounts to ‘Leave without Pay’ even if the
employee has balance leave to his/her credit. Prolonged or frequent unauthorized absence may
in result legal action or in termination of employment, based on the management discretion.

The following constitutes unauthorized absence from work:

 Conducting personal tasks during work hours.
 Absence, or early departure from workstation or premises without approval from
Management.
 Not reporting on duty at the time and location specified by Management.

In case of continuous absence, the Institute shall follow process described below
 First show cause notice after 5 days from absence with 48 hours grace time to report to
duty
 After 5 days inclusive 48 hours, second show cause notice with 48 hours grace period
 After 3 days inclusive grace, third show cause notice with 24 hours grace period
 Termination letter
 Legal action will be taken in case of dues, recovery, pending formalities through
advocate under the jurisdiction of the Navi Mumbai Court.

9. Confidential Information & Trade Secrets

(a) During the course of Employment, you will have access to information (whether or not
recorded in writing or on computer disk or tape) which the Employer treats as confidential or
which has the necessary quality of confidentiality.

(b)Further, you understand that the Employer from time to time has in its possession
information which is claimed by others to be proprietary and which the Employer has agreed
to keep confidential. You agree that all such information shall be Proprietary or Confidential
Information for purposes of this Agreement.

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(c) Without limiting the foregoing, Confidential Information shall include:

i. Intellectual Property and Developments including technical data, and information

relating thereto or any part thereof; any devices designed by the Employer or its
affiliate, trade or business secrets of Employer or its affiliate;
ii. Financial data, in particular, concerning budgets, the fees and revenue calculations,
costs, sales figures, financial statements, costing, profits, profit margins, profit
expectations and inventories of the Employer and/or affiliates; commercial
arrangements and negotiations, unpublished accounting information, business
strategies, business plans, research and development projects, product formulae,
processes, inventions, programs, designs, specifications, discoveries or know-how;
iii. Confidential or proprietary information received from third parties and the identity of
the Employer's clients and investors, any and all information, material and data
provided by any client of the Employer or its affiliates;
iv. Sales statistics, marketing surveys and plans, forecasts, budgets, costs, profit or loss,
names, addresses and contact details of customers and potential customers or
suppliers, licenses, prices, costs and employee, customer and supplier lists, any other
information or knowledge gained from the Employer or in the course of Employment;
v. Information concerning the Employer or affiliates' organizational and personnel
matters (including employment related matters, contact details of any employee of the
Employer or its affiliates, training material used by the Employer or its affiliates),
policies and procedures data and information relating to IT security protocols, all
passwords and software used, owned leased and / or otherwise in the possession of the
Employer or its affiliates;
vi. Technological data used in conducting the business of the Employer, including details
as to procurement, procedures and strategies, the fees, discounts, partnerships and
other credits of the Employer or Affiliate;
vii. Business data, particularly data relating to new projects, services, promotion
campaigns, plans for future development, strategies, pricing agreements and joint
ventures in which the Employer or affiliates is/are involved;
viii. All data in respect of consultants, representatives of the Employer and/or affiliates
including details of their effectiveness and compensation, and commission;
ix. Details of this Agreement, including information and details relating to the Employee's
salary and other benefits;
x. Information which, to Employee's knowledge, is not intended by the Employer for
general dissemination;
xi. Information received by the Employer and/or Affiliate from third parties under
obligation of confidentiality;
xii. Any information derived from any of the above;
xiii. Any copies of the abovementioned information;

(d) You shall:

i. Keep secret and shall not, at any time either during the Employment or for the
following period: 2 years after its termination, for whatever reason and whether
directly or indirectly, use, disclose, divulge, communicate or reveal to any person
(natural or artificial) for your own or another's benefit, any Developments or
confidential, proprietary or secret information which has come to your knowledge
during the course of the Employment without the prior written consent of the
Employer;
ii. Use your best endeavours to prevent the publication, disclosure or use of any such
Confidential information;
iii. Enter into a Non-Disclosure Agreement ("NDA") and Confidentiality Agreement
("CA") with the Employer.
iv. Not directly or indirectly refer any information about the company on web-based
portals i.e., Social Networking Sites, Blog etc.

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(e) The above restrictions shall not apply to divulging/disclosing information to such persons
as may be authorised by the Employer in the course Employment. The Employer's decision as
to who shall be permitted to disclose such Confidential Information shall be final and binding
on the Employee.

(f) Further, the aforesaid restrictions shall not apply to the disclosure of any information
which:

i. Is or becomes generally available to the public, other than as a result of your

disclosure;
ii. Is disclosed to you by any third party otherwise than in breach by such third party of
any obligation of confidentiality to the Employer;
iii. Is required to be disclosed by any applicable law, regulation or order of the Court or
by any competent judicial, regulatory, governmental or other authority or
governmental agency.

For the avoidance of doubt, the termination of this letter agreement or variation of any of its
terms or conditions for any reason shall not affect the obligations of confidentiality set out
above, except that they shall cease to apply to any information or knowledge which may come
into the public domain other than by way of unauthorised disclosure in breach of the above
obligations by you.

(g) During the term of employment, the Employee will not improperly use or disclose any
Confidential Information or trade secrets, if any, of any former employer or any other person
to whom the Employee has an obligation of confidentiality, and the Employee will not bring
onto the premises of the Employer or Employer's clients any unpublished documents or any
property belonging to any former employer or any other person to whom the Employee has an
obligation of confidentiality, unless consented to in writing by such former employer or
person.

(h) It is hereby clarified that the Employee shall be permitted to take an independent regular
membership of non-profit organisations such as ASSOCHAM, ECI and similar organisations
only with the written consent of the employer and subject to the condition that the employee
shall not

- act as a consultant to any entity or organisation other than the Employer;

- share or disclose any information of the Employer including Confidential Information, or

act as a representative of the Employer at such organisations unless specifically authorised
in writing by the Employer.

10. Intellectual Property

(a) The Employee has submitted to the Employer a complete report with all supporting
documents relating to all the Confidential Information, Intellectual Property and all other
information developed by the Employee on or prior to the Commencement Date, which would
be excluded from the scope of this Agreement. To preclude any possible uncertainty, the
Employee sets forth in Annex attached hereto a complete list of all Intellectual Property, that
the Employee has, alone or jointly with others, conceived, developed or reduced to practice or
caused to be conceived, developed or reduced to practice prior to the Date of Employment,
that the Employee considers to be his/her property or the property of third parties and that the
Employee wishes to have excluded from the scope of this Employment.

(b) You shall promptly and fully disclose to the Employer and keep confidential all
inventions, discoveries, trade secrets, copyright works, designs or technical know-how and
improvements, whether or not patentable, and whether or not they are made, conceived or
reduced to practice during working hours or using the Employer's data or facilities, which you
develop, make, conceive or reduce to practice during your engagement, either solely or jointly
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with others (collectively, the "Developments") in the course of your Employment. All
Developments shall be the sole property of the Employer and belong to and be owned
exclusively by the Employer, and you hereby irrevocably, absolutely and perpetually assign to
the Employer, without further compensation, worldwide rights in respect of all of the right,
title and interest in and to the Developments and any and all related patents, patent
applications, copyrights, copyright applications, trademarks, trademark applications and trade
names in India and elsewhere free from encumbrances of any kind for the full term of each
and every such right, including renewal or extension of any such term. Decisions as to the
protection or exploitation of any intellectual property shall be in the absolute discretion of the
Employer.

(c) The Employee agrees that all originals and all copies of any and all material containing,
representing, evidencing, recording, or constituting all or part of the Developments, however
and whenever produced (whether by Employee or others) and whether or not protected under
copyright law or patentable or protected under other intellectual property law, shall be
immediately handed over to the Employer upon its creations and any copies thereof returned
to the Employer upon termination of Employee's employment for any reason.

(d) The Employee agrees that the exclusive ownership of all content and/or part of
Developments that is not protected under copyright laws and /or other intellectual property
law and/or that is not patentable shall be automatically and irrevocably transferred to the
Employer from date of creation.

(e) To the extent any assignment of the Developments cannot be made to the Employer or its
designees, at present, the Employee hereby irrevocably, absolutely and perpetually agrees to
assign to Employer or its designees, all of the Employee's right, title and interest including
intellectual property rights therein or any part thereof. You hereby irrevocably, agree to
transfer and assign to the Employer all of your entire right, title and interest in and to any and
all inventions, discoveries, methods, copyrights, software, data, processes, products,
improvements and developments whether or not published, confidential, protected or
susceptible of legal protection and whether or not any attempt has been made to secure such
protection, which were made, conceived or reduced to practice at any time during the course
of your employment with the Employer (whether prior to or after the execution of this letter
agreement) by you, in whole or in part at the expense of, on the premises of, with the
assistance of the employees or consultants of, or with the equipment or supplies of, the
Employer or any of its affiliates, and any and all other confidential information belonging to
the Employer. If you are the author of any work, or a subject matter other than a work, that
was created or was being created in the course of your employment, the Employer may use it
in any manner. You consent to this use whether or not it would, but for this clause, infringe
your moral rights. The Employee explicitly waives all moral rights in the Developments.

(f) For the purposes of this clause, you agree promptly to take all action and sign and deliver
all instruments as the Employer may require at any time hereafter. During and after the term
of the Employee's employment by the Employer, the Employee shall and undertakes to assist
the Employer, at the Employer's expense, in every proper way to (i) secure and maintain the
Employer's rights hereunder and to carry out the intent of this Agreement and for vesting the
Employer with full title of Developments and all rights, titles and interest including
intellectual property rights therein and to enable the Employer, its successors, assigns and
nominees, to secure and enjoy the full and exclusive benefits and advantages thereof.; (ii) to
apply and prosecute registration applications in respect of intellectual property rights and the
Developments for the Employer's benefit, in any and all countries; (iii) sign, execute, affirm
all documents, including, without limitation, all applications, forms, instruments of
assignment and supporting documentation and perform all other acts as may be required for
the abovementioned purposes.

(g) You hereby constitute and appoint the Employer, its successors and assigns, your true and
lawful attorney, with full power of substitution for you, and in your name, place and stead or
otherwise, but on behalf of and for the benefit of the Employer, its successors and assigns, to
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take all actions and execute all documents on behalf of you necessary to effect the assignment
set forth hereinabove.

(h) Should the Employer be unable to secure the signature on any document necessary to
apply for, prosecute, obtain, protect or enforce any IPRs, due to any cause, the Employee
hereby irrevocably designates and appoints the Employer and each of its duly authorized
officers and agents as the Employee's agent and attorneys to do all lawfully permitted acts to
further the prosecution, issuance, and enforcement of IPRs or protection in respect of the
Developments, with the same force and effect as if executed and delivered by the Employee.

(i) The Employee represents and warrants that he will not use or integrate in the
Developments any third-party materials or data that are not validly licensed to the Employer
unless previously authorized by the Employee's reporting officer in the Employer. The
Employee represents and warrants that the Employee has not violated the Intellectual Property
Rights of any third party, and covenants that he/she shall not violate the Intellectual Property
Rights of any third party in the course of his/her employment with Employer. Provided that in
the event the Employer is held liable for the Employee's violation of any Intellectual Property
Rights, the Employee undertakes to indemnify the Employer or affiliates as the case may be
against any and all losses, liabilities, claims, actions, costs and expenses, including reasonable
attorney's fees and court fees resulting there from.

(j) If, in the course of the Employee's employment with the Employer, the Employee
incorporates Intellectual Property into the Employer's product, process or machine, the
Employer is hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide license (with rights to sublicense through multiple tiers of sub-licensees)
to make, have made, modify, use and sell such Intellectual Property.

(k) The Employee shall not during and after the term of the Employee's employment with the
Employer, in any way violate the Intellectual Property Rights of any client of the Employer.
Provided that in the event the Employer is held liable for the Employee's violation of any
Intellectual Property Rights, the Employee undertakes to indemnify the Employer or affiliates
as the case may be against any and all losses, liabilities, claims, actions, costs and expenses,
including reasonable attorney's fees and court fees resulting therefrom. The Employee further
covenants that he / she shall ensure that all information and records pertaining to any idea,
process, trademark, service mark, invention, technology, computer program, original work of
authorship, design, formula, discovery, patent or copyright of any client of the Employer that
the Employee comes across during the term of his employment with the Employer, is duly
protected. The Employee agrees that all originals and all copies of any and all material
containing, representing, evidencing, recording, or constituting all or part of the Intellectual
Property belonging to any client of the Employer, however and whenever produced (whether
by Employee or others) and whether or not protected under copyright law or patentable or
protected under other intellectual property law, shall be immediately along with any copies
thereof returned to the Employer upon termination of Employee's employment for any reason.

11. Dismissal

(a) Notwithstanding anything contained herein, your employment may be terminated by the
Employer without notice and without payment of compensation or in lieu of notice if you are
guilty of fraud, negligence, misconduct or in any way breach the terms of this letter
agreement. Without limiting the above, the Employer shall be entitled to terminate the
Employment summarily by written notice and without any payment in lieu of notice (but
without prejudice to the rights and remedies of the Employer for any breach of this Contract
and to your continuing obligations under this Contract) in any of the following events:

i. If you have committed any criminal offence or been guilty of any gross misconduct
whether during the performance of your duties or otherwise which, in the opinion of
the Employer, renders you unfit to continue as an employee of the Employer or which
would be likely adversely to prejudice the interests of the Employer.
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 ii. If you wilfully abuse or misuse the Employer's computer system, or any password
relating to that computer system or gain access to any file or load any information or
program contrary to the Employer's interests or procedures.
iii. If any information relating to your suitability for employment provided to the
Employer in the course of applying for employment is found to be materially false or
misleading.
iv. If you are subject to immigration control in India, your Employment shall be
conditional upon you having been granted leave to enter into, remain and take up
employment in India, such leave being valid and subsisting at all times and not being
subject to any condition precluding or restricting the Employment.

(b) The following are examples of your conduct as regards the Employer that cause harm to
the Employer and which would entitle the Employer to terminate your employment
summarily:

i. Theft, fraud, intentionally providing false or misleading information or any act of

dishonesty.
ii. Any act or attempted act of violence or abusive behaviour towards people or property
including causing deliberate damage to the Employer's property.
iii. Indecent behaviour towards or harassment or bullying of fellow employees, suppliers,
customers or clients.
iv. Incapability to undertake your responsibilities under this employment agreement on
account of your abuse of alcohol or other banned substances.
v. Wilful breach of health and safety regulations, if any, prescribed by the Employer.
vi. A serious act of insubordination or wilful refusal to carry out reasonable requests by
the board of the Employer.
vii. Serious or persistent neglect of duties or a series of persistent breaches of the terms
and conditions of your employment.
viii. Unauthorised use of or disclosure of Confidential Information of the Employer.
ix. Falsifying records or expense claims.
x. Conviction for a criminal offence arising from or related to your work for the
Employer.
xi. Conviction for a criminal offence committed outside working hours which in the
opinion of the Employer adversely affects the Employer's business or reputation, or
affects your suitability for the type of work which you perform or affects your
acceptability to other employees.
xii. Any act which you know or reasonably believe is likely to bring the Employer into
disrepute.
xiii. Unauthorized signing of documentation committing the Employer to any financial
obligation which is not in the ordinary course of business of the Employer or
exceeding your authority in any other way.

This list is intended as a guide and is not exhaustive.

(c) Upon dismissal as specified above or the termination of your Employment, you shall
forthwith return to the Employer all documents, books, materials, records, correspondence,
papers and information (on whatever media and wherever located) relating to the business of
the Employer or its customers or prospects, any magnetic disc on which information relating
to the business is stored and any other property of the Employer which may be in your power,
possession, custody, care or control or which contain or refer to any Confidential Information
and shall, if requested to do so by the Employer, provide a signed statement that you have
complied fully with the terms of this clause.

(d) Upon dismissal, you shall not be entitled to receive any accruals towards leave
encashment.

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12. Termination

(a) This Contract shall be terminated forthwith:

i. In the event of your death.

ii. Upon the dissolution of the Employer.
iii. In case of your ill health or hospitalisation.

(b) Upon confirmation of your employment, your Employment may be terminated by either
party by giving the following notice: 1 (one) month written notice. The Employer may
terminate your Employment by paying you salary in lieu of notice. It is hereby clarified that
the term 'salary' for the purpose of this clause shall mean the proportionate monthly CTC and
shall not include any other compensation payable to the Employee by the Employer.

(c) If you purport to terminate the Employment without notice or prior to the completion of
the notice period specified above, you hereby agree to relinquish any salary for that part of the
notice period that is not fulfilled. In addition, you shall also pay the Employer 1 (one)
calendar month's salary as penalty for not completing the stipulated notice period. Purported
termination of the Employment without notice or on short notice or the payment of a penalty
shall not and does not absolve you of the obligation to comply fully with the terms of this
Clause.

(d) Nothing in this Contract shall prevent the Employer from terminating your Employment
without notice if you have been dismissed.

(e) Once the notice of termination has been given by either Party, the Employer may at any
time before the expiry of the notice period, require you to:

i. Perform such duties as directed;

ii. Perform no duties;
iii. Not have any communication with any customer or prospective customer of the
Employer in relation to the business of the Employer;
iv. Not contact or have any communication with any employee, officer, director, agent or
consultant of the Employer in relation to the business of the Employer, and
v. Not remain or become involved in any respect with the business of the Employer
except as required by the Employer, including but not limited to not attending the
Employer's places of business and requiring you to remain at home for all or part of
the notice period.

(f) Upon termination of Employment, you shall be entitled to receive the basic salary portion
of the CTC in lieu of any accrued but unutilised holiday entitlement. However, if you have
taken holiday or casual leave in excess of your entitlement, the Employer may at its sole and
absolute discretion deduct a sum equivalent to the basic salary portion of the CTC due for
each day of absence in excess of the holiday or casual leave entitlement.

(g) On the last day of your employment with the Employer you must immediately return to
the Employer in accordance with its instructions all equipment, correspondence, records,
specifications, software, models, notes, reports and other documents belonging to the
Employer and any copies thereof and any other property belonging to the Employer including
but not limited to keys provided to you and which are in your possession or under your
control. You will provide the Employer with any passwords in your possession and which are
required to access these records, or any other such information relating to the Employer
produced in the course of your employment. Furthermore, you will delete all information
relating to the Employer produced in the course of your employment which is not stored on
Employer property, including any such information stored on your personal computer. If you
owe any money to the Employer, then the Employer has the right to deduct such sums from
any payment due to you. This is without prejudice to the Employer's other remedies to recover
any sums due from you to the Employer. No outstanding payments will be made to you until
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you, if so required by the Employer, confirm in writing that you have complied with your
obligations under this clause.

(h) Any and all of the Employer's Property, Confidential Information and Intellectual Property
of the Employer acquired by or in the possession of the Employee under this Agreement, shall
be returned to the Employer immediately upon termination of this Agreement.

(i) In the event the Employee's employment with the Employer is terminated, Employee shall
sign and deliver to the Employer a termination certificate in the format specified by the
Employer.

(j) It is further agreed and understood that until such time as all of the Employer's Property,
Confidential Information and Intellectual Property is returned and the Termination Certificate
is provided as abovementioned, the Employer shall, in addition to initiating legal proceedings
for recovery (and without prejudice to any other rights or remedies that Employer may have
under law or equity), be entitled to withhold any salary, emoluments or other dues of the
Employee then or in future payable to the Employee, to the extent allowable by law, and may
further, at its discretion, deduct therefrom the full value of the said property/properties
calculated at its then replacement price. The Employee recognizes and agrees that the
Employer shall be entitled to recover from the Employee and the Employee shall be bound
and liable to make good to the Employer any loss suffered by the Employer on account of
misuse of the Employer's Property, Confidential Information and Intellectual Property by the
Employee and/or any damage occasioned to the Employer's Property, Confidential
Information and Intellectual Property whilst in the custody of or entrusted to the Employee.

13. Grievance Redressal

IME(I) is committed to providing a productive and conducive work environment

wheregrievances are dealt with fairly and promptly. The Employer has various provisions and
policies with a view to facilitate a workculture where no grievances exist and also help
inimprovingperformance and productivity of the concerned employees of IME(I). The
grievance redressal process for any grievancerelatedtowork, working environment, reporting
relationships, etc. of theEmployee is as below:

Level 1
At the first instance the Employee may submit his/her grievance (in writing) including
name, designation, employee number and grievance to the immediate supervisor / Line
Manager. The supervisor must acknowledge the receipt of the grievance immediately,
if possible. The supervisor should redress the grievance within a period of two
working days. In case it is a policy level matter the grievance should be referred to HR
Head who will redress the grievance.

Level 2
If the concerned employee is not satisfied with the above response from his/her
immediate supervisor he/she can submit the grievance along with the reply to the
Grievance Officer (duly appointed by the HGS). The Grievance Officer would hear
out the grievances of the Employee and counsel them. Acknowledgement of the
receipt of the grievance will be issued to the Employee. The Grievance Officer should
redress the grievance within a period of three working days.

Level 3
If the grievance still persists, a formal grievance would be lodged and forwarded to the
Grievances Redressal Committee. The Grievance Redressal Committee, which will
comprise the HGS, the President and the Chairman (of the concerned branch), will
meet to assess the situation and the grievance. Based on a careful analysis of the
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 grievance in the light of feedback and views of the members of the committee, the
Grievance Redressal Committee would make its recommendation within a period of
seven working days. The decision of the Grievance Redressal Committee of IME(I)
shall be final and binding on the Employee.

The process should be completed within and not more than two weeks.

14. Restrictive covenants

(a) You shall not during your Employment, without the prior written consent of the Employer,
under any circumstances, whether directly or indirectly undertake as an employee or
otherwise or discharge (for remuneration or compensation howsoever payable) for any other
person in India or elsewhere any duties and responsibilities, of whatever kind.

(b) You shall not during your Employment, without the prior written consent of the Employer,
during the term of employment hereunder, be engaged in any other business activity pursued
for gain, profit, or other pecuniary advantage if such activity interferes with your duties and
responsibilities hereunder.

(c) You shall not, for the following period: 1 year after the termination of your Employment,
without the prior written consent of the Employer engage, whether directly or indirectly, in
any business, employment or activity related to the Employer's clients or customers, a
Competitive Business (as defined hereunder) nor provide services and carry out duties for any
Competitive Business which are similar to the duties carried out for the Employer during
Employment. You agree that the above is necessary to safeguard any sensitive information of
the Employer that may have come into your knowledge while in Employment. in order to
safeguard any sensitive information of the Employer that may have come into your knowledge
while in Employment.

Competitive Business(es) include any firm, partnership, joint venture, company and/or any
other entity and/or person that engages in the following business: Training or carries out
activities similar or competitive to the business in which the Employer engages or proposes to
engage during the term of employment.

(d) During your Employment and for the following period: 1 year thereafter, You shall not
without the prior written consent of the Employer carry out or engage in, whether directly or
indirectly, whether through partnership or as a shareholder, joint venture partner, collaborator,
consultant or agent or in any other manner whatsoever, whether for profit or otherwise in any
Competitive Business which competes directly or indirectly with the whole or any part of the
business carried on by the Employer in India or elsewhere or in any activity related to the
business carried on by the Employer.

(e) You shall not on your own account or on behalf of any other person, solicit or accept
orders for products or services from any of the Employer's current or previous customers that
are in competition with products or services of or in any way related to the business of the
Employer from any of the Employer's current or previous customers.

(f) It is agreed by and between the parties that the employment with the Employer and the
compensation payable under this Agreement shall be sufficient consideration for this Clause.

(g) The Employee hereby acknowledges and agrees that the limitations as to time and the
limitations of the character or nature placed in this Clause are reasonable and fair and will not
preclude the Employee from earning a livelihood, nor will they unreasonably impose
limitations on the Employee's ability to earn a living. In addition, the Employee agrees and
acknowledges that the potential harm to the Employer of the non-enforcement of this Clause
outweighs any potential harm to the Employee by this Agreement and has given careful
consideration to the restraints imposed upon the Employee by this Agreement, and is in full
accord as to their necessity for the reasonable and proper protection of Confidential
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Information and Intellectual Property of the Employer now existing or to be developed in the
future. The Employee expressly acknowledges and agrees that each and every restraint
imposed by this Agreement is reasonable with respect to subject matter, time period and
geographical area.

(h) You further agree and accept that during the Employment and for the relevant period as
specified in the clauses above, each of the restrictions above shall be deemed to constitute a
separate agreement and shall be construed independently of the others. It is expressly
understood and agreed by the Parties that although the employee and the Employer consider
the restrictions contained in this Clause to be reasonable, if a final judicial determination is
made by a court of competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against the employee, the
provisions of this Agreement shall not be rendered void but shall be deemed amended to apply
as to such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.

(i) You understand and agree that the foregoing restrictions are necessary and reasonable in
scope and duration, in all circumstances, for the purpose of protecting the Employer's
business.

(j) If any breach or violation of any of the terms of this Clause occurs, it is agreed that
damages alone may not compensate for such breach or violation and that injunctive relief is
reasonable and essential to safeguard the interests of the Employer and that an injunction in
addition to any other remedy may accordingly be obtained by the Employer. No waiver of any
such breach or violation shall be implied from the forbearance or failure by the Employer to
take action in respect of such breach or violation.

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

15. Expenses

The Employer shall also reimburse all pre-approved expenses properly incurred by you in the
due and proper performance of your duties or responsibilities provided that supporting
original vouchers and bills are furnished along with any request for reimbursement. All
expenses need to be pre-approved by the Employer controller as designated from time to time
and failure to do so shall result in the expenses not being reimbursed.

16. Amendments

(a) The Employer reserves the right to make reasonable changes to any of the terms and
conditions of Employment and you shall be notified of such changes by way of a general
notice to all employees. Any such changes shall take effect from the date of the notice.

(b) The Employer shall give 1 month's written notice of what it considers to be any significant
change, either by way of an individual notice or a general notice to all employees.

(c) Such significant changes will be deemed to be accepted unless you notify the Employer of
any objection in writing before the expiry of the notice period of 1 month. Any such changes
shall take effect from the date of the expiry of the notice period. If the Employer receives a
notification of objection within the prescribed period, the objection will be considered and if it
cannot be resolved within a period of 30 days from receipt of the objection, the Employer will
terminate your Employment by giving you notice under Clause 12)b)i). The decision of the
Employer as to what constitutes minor changes of detail or significant changes shall be final
and binding.
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(d) You shall not be entitled to make any changes or amendments to this Employment
Contract.

17. Notices

(a) Any notice or other written communication given under or in connection with this
Contract must be delivered personally or sent by Registered post AD.

(b) The Employer's address for service shall be its Registered or Head office or such other
place as the Employer may notify from time to time.

(c) Your address for service shall be the address given at the head of this Contract or any other
place that you may notify.

(d) Any notice or other written communication shall be deemed to have been served:

i. If delivered personally, at the time of delivery.

ii. If posted, at the expiry of 4 business days after it was posted (excluding the day of
posting).

(e) You must notify the Employer in writing of any change in your name, address, bank
account number, marital status or next of kin within one month of such change, and of any
arrest, prosecution or conviction for a criminal offence, any disciplinary action taken against
you by a professional or regulatory body or if you become bankrupt, apply for or have made
against you a receiving order make any composition with your creditors or commit any act of
bankruptcy.

18. Governing Law & Jurisdiction

This contract shall be governed by and construed in accordance with Indian law and each
party to this contract submits to the exclusive jurisdiction of the Courts of Navi Mumbai.

19. Assignment

This contract may be assigned by the Employer to any of its affiliates, holding companies or
subsidiaries on the same terms and conditions pursuant to which the employee shall continue
to carry out its duties and responsibilities in the same manner and the employee hereby
consents for the same.

20. Miscellaneous

(a) No collective agreements (which are otherwise applicable to workmen under the Industrial
Disputes Act, 1947) apply to your employment.

(b) This contract sets out the entire agreement and understanding between the Parties in
connection with the Employment and supersedes any previous contract or agreement between
you and the Employer.

(c) The Employer may hold and process, whether electronically or manually, the data it
collects in relation to you in the course of the Employment for the purposes of the Employer's
management and administration of its business and of other employees and for compliance
with applicable procedures, laws and regulations and you hereby consent for the same. The
Employer or its agents may transfer, store and process such data whether in India or any other
place for the above purposes.

(d) If at any time any term or provision in this contract shall be held to be illegal, invalid or
unenforceable, in whole or in part, under any rule of law or enactment, such term or provision

15
or part shall to that extent be deemed not to form part of this contract, but the enforceability of
the remainder of this contract shall not be affected.

(e) The Employee agrees, recognizes and acknowledges that:

i. he/she has been provided with a copy of this Agreement for review prior to signing it,
that he/she has reviewed it and that he/she understands the terms, purposes and effects
of this Agreement, and that he/she has signed the same only after having had the
opportunity to seek clarifications; that he/she has been given a signed copy of this
Agreement for his/her own records; he/she has not been subjected to duress or undue
influence of any kind to execute this Agreement and this Agreement will not impose
an undue hardship upon him/her. He/she has executed this Agreement of his/her own
free will and without relying upon any statements made by the Employer or any of its
representatives, agents or employees. This Agreement is in all respects reasonable and
necessary to protect the legitimate business interests of the Employer;
ii. if he/she violates any of the terms of this Agreement, the Employer will suffer
irreparable injury and damages the amount of which cannot be adequately measured in
monetary terms and that an adequate remedy at law will not exist;
iii. In view of the above, the Employer shall be entitled to injunctive relief, in addition to
any other remedy available at law or in equity, in the event he/she violates any of the
terms or conditions of this Agreement.

(f)Retirement for all employees is upon reaching 63 years of age, unless otherwise specifically
agreed by the Management.

This agreement supersedes and replaces any prior agreements, representations or

understandings (whether written, oral, implied or otherwise) between you and IME(I) and
constitutes the complete agreement between you and the IME(I) regarding the subject matter
set forth herein. This agreement may not be amended or modified, except by an express
written agreement signed by both you and a duly authorized officer of IME(I).

Please return a signed copy of this agreement, to indicate your understanding and
acknowledgement of the terms and conditions contained herein.

(……………………….)
Honorary General Secretary
Signed on behalf of: The Institute of Marine Engineers (India)

Date:
----------------------------------------------------------------------------------------------------------------
I confirm that I have read and understood the aforesaid contract fully and by signing and
returning to the Employer the duplicate copy hereof, I hereby accept the terms and conditions
contained therein and agree that the same constitutes a valid and binding contract of
employment between myself and the Employer.

Signed: ________________

Name:

Date:

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