Service Association - Employment - Related Policies & Conditions of CorePeelers Private Ltd. (applicable to all Employees)

Protection of CorePeelers Information on Personally Owned Devices and Information Security Pledge

CorePeelers standards requires every Contributor to safeguard and protect CorePeelers information stored on systems regardless of the media upon which it is maintained. This policy applies to all CorePeelers assets such as servers, desktop and laptop computers fax machines, voicemail and other systems. It also applies to Restricted, Confidential and Internal CorePeelers information transmitted or stored on devices over which the business has no direct control.  These devices may include desktop/laptop computers (used for telecommuting or the processing of work from home), personal digital assistants (used to store business calendars, tasks, contacts, memos, passwords and other information), and mobile phones (used to communicate business information over unsecured radio bands or to access email). It is the policy of the Company to educate each Contributor on the proper protection of CorePeelers information on personally owned devices.

The use of non-CorePeelers owned devices for accessing/processing CorePeelers information is risky and should be avoided wherever possible. This restriction applies regardless of where the devices are used. CorePeelers does not require Contributors to conduct CorePeelers business on non-CorePeelers managed devices. If access or processing of CorePeelers information outside the regular office environment is required, the organization will normally provide and manage a compliant desktop/laptop computer for the Contributor to use. If this is not possible and management requires it, Contributors may use their personally owned devices, subject to this policy.

The Company will ensure that Contributors are aware of the following practices. These practices apply to any of the following personally owned devices or to those CorePeelers owned devices in the possession of Contributors: personal computers (e.g. desktop/laptop), personal digital assistants (PDAs), including Palm and related handheld computers, mobile phones, and personal storage devices (i.e. tape storage devices, CD burners etc).

1.       Contributors who transmit or store CorePeelers information that is classified as Restricted, Confidential, or Internal on a personal computer (Personally Owned Systems or Devices) must adhere to the following practices:

a)       Restricted[1] information (e.g. passwords) must never be stored on a non-CorePeelers owned device.

b)       No Restricted, Confidential or Internal information should be transmitted over a wireless connection.

c)         Any Confidential[2] CorePeelers information stored on personal computers or electronic media (hard drives, pen drives etc.) must be stored in a manner that reliably restricts access by unauthorized individuals. The information must be encrypted using IT Department approved algorithms. Until such time cell phones, etc. can support IT Department’s approved encryption, these devices will not be used to store confidential information. If a Contributor purchases a software license for an encryption product, then he or she must install the software.

d)       All personal computers, not managed by CorePeelers, must have IT Department’s approved anti-virus software installed and regularly updated.

e)       In addition, all personal computers that connect directly to the Internet using an “always on” connection (e.g. DSL or Broadband modems) must have IT Department’s approved firewall software installed and maintained at the most current version.

f)        Anti-virus and Firewall software installed on the Contributor’s personal computer is the responsibility of the Contributor.

g)       Restricted and confidential information that is transmitted over public networks must be encrypted at all times using IT Department’s algorithms and key lengths such as SSL, VPN, or PGP. Access to the CorePeelers network is only allowed through approved security channels. CorePeelers supplies the VPN client at no cost. The Contributor must also install the software. CorePeelers will not be liable for any damage possibly caused by the encryption software to the Contributor’s system(s).

h)       Any Contributor who maintains a personal website or home page on the Internet must ensure that no CorePeelers information is stored or accessible on the site or server at any time. 

2.       Contributors who, with authorization, are permitted by their management to use personal digital assistants (PDAs) must adhere to the following practices and guidelines.

a)       Each Contributor or contractor must follow the position taken by his or her Director concerning the use and support of PDAs by the business department. All other approved CorePeelers policies must also be adhered to including, but not limited to:

i)         Obtaining written approval by filling out the PDA Connectivity Authorization Form and having it signed by the Contributor’s Senior Manager or Director.

ii)      Filing a copy of the authorization with the Contributor or contractor’s manager.

iii) Adhering strictly to CorePeelers software licensing policies.

b)       The current technology used for most PDA passwords and authentication is inherently weak and must not be relied upon as a trustworthy means of denying access to the device.

c)       No Restricted (e.g. passwords) or Confidential CorePeelers information will be stored on any personally owned device (Personal Computers) at any time, except as noted above in 1(c).

d)    These devices are rapidly evolving and change capabilities frequently. The fundamental requirement of all these devices will be that they will not pose a threat to the integrity of the corporate network-computing infrastructure. Any combination of hardware and or software that creates an unmanageable access point will be denied.

3.        Contributors are prohibited from using WWDS or VPN to obtain CorePeelers information (Restricted, Confidential or Internal) via publicly available personal computer systems (such as those found in hotels or convention centers.)

4.       Contributors will not bring personally owned devices or systems such as laptop/desktop PCs, data storage devices to their work place.

5.       Any CorePeelers Contributor who willfully or knowingly violates any of the points described in this policy may be subject to a disciplinary action, including termination, dismissal and/or criminal prosecution.

PLEDGE

I understand that the information created, processed and used by CorePeelers is one of the Corporation’s most valuable assets.  I am personally responsible for and committed to protecting this information. The CorePeelers Information Security Policy & Standards specify what I must do to protect the information assets of CorePeelers and our customers.  I will have read the latest version of this document located on the HR Portal.  I understand that it is my personal responsibility to comply with it in my job, whether at work or at home.

I also acknowledge and agree that my receipt and use of any Mobile Electronic equipment issued to me by CorePeelers shall be subject to the following terms and conditions and by signing this agreement; I am stating I understand that:

·         It is my responsibility to maintain the confidentiality and integrity of CorePeelers and customer information, stored on any Electronic Equipment issued to me and to protect it from accidental or intentional damage, alteration, or loss by following the CorePeelers Information Security Policy & Standards, as noted above.

·         The equipment is provided to me to conduct CorePeelers or our Client’s Business.  Personal information or materials that are stored or processed or transmitted by means of this equipment may be treated as CorePeelers property and CorePeelers may monitor access, copy, disclose and use such information in accordance with its business needs and policies.

·         I will take all reasonable steps to protect the Laptop issued to me from loss, damage, theft or unauthorized use. I will not transfer possession of the equipment to anyone other than a recipient authorized by CorePeelers in advance. If I use the equipment at my home CorePeelers will not be responsible for any damage caused to my home by the equipment.

·         Once I have obtained the equipment, I am responsible for any loss, theft or damage arising from my failure to properly safeguard the equipment through the exercise of reasonable care.

I acknowledge that “reasonable care” includes, without limitation, the following Equipment Safeguard Procedures:
1.       Laptop computers left unattended in the office must be secured as follows (and the keys to the required locking

Device secured elsewhere):

·         Locked into a compatible docking station.

·         Locked to an approved tether, which is attached to a workstation or desk.

·         Locked in a desk or cabinet.

               2.    When traveling, equipment must be secured as follows:

·         Equipment must not be left unattended in public places.

·         Equipment left unattended in a hotel must be secured in a locked hotel room, a hotel safety deposit box or the equivalent.                     

·         Upon the termination of my relationship with CorePeelers or upon demand by CorePeelers I will promptly return the equipment in good working order, with the exception of reasonable “wear and tear.”

·         I may not transmit internal corporate data of any classification to external email addresses.

·         I shall not load any software that I may obtain from any source whatsoever to the equipment provided to me by CorePeelers unless properly licensed to CorePeelers, nor shall I delete or change any software already installed on the equipment.  Doing so will require prior written approval of CorePeelers IT Department.  CorePeelers may amend these processes periodically.

·         Email IDs, User Ids and all passwords are the property of CorePeelers and shall not be shared with anyone.  I am personally responsible for all activity that occurs with any User Ids that are assigned to me and any passwords designated by me.

·         All CorePeelers information created by me will be classified according to the criteria documented in the latest CorePeelers Information Security Policy & Standards that can be found on the HR Portal.  I will follow the requirements of those classifications in my use of CorePeelers information.

·         I will not bring personally owned devices to my place of employment or use corporate software or data on such items without prior approval of the IT Department.

·         Any public Internet access that I may have at work may be used for business purposes only. Any abuse of internet privileges such as but not limited to viewing or downloading of pornographic or sexually oriented material, online gaming, use of chat lines, sending threatening e-mail, viruses or chain letters, or attempting to hack or damage other web sites may result in disciplinary action such as suspension of internet privileges or dismissal.  Management may review my use of these facilities, at any time.

·         I am responsible for complying with the Clean Desk Policy currently in place in my business unit.  I will ensure that RESTRICTED and CONFIDENTIAL information is appropriately labeled during its lifecycle and properly destroyed at the end of its lifecycle.

I understand that any CorePeelers Information Security Policy or Standard, including but not limited to the agreements contained herein may be updated, revised or amended by CorePeelers management and I am responsible to comply with the revisions when they become effective.  I also understand that violating any provision of the CorePeelers Information Security Policy & Standards, or The Policy on the Protection of CorePeelers Information on Personally owned Devices and Information Security Pledge might subject me to disciplinary action as per the Disciplinary Policy of the Company.

I have read this letter, and I agree to the terms and conditions set forth.

[1] RESTRICTED includes;

·         Information that, if disclosed to unauthorized individuals, could have a significant impact on CorePeelers' legal or regulatory obligations or on its financial status, customers or franchisees.

·         Identity authentication information including passwords and personal identification numbers (PINS).

·         Any form of cryptographic key.
[2] CONFIDENTIAL information includes;

·         Information about customers, Contributors and CorePeelers’ business that the Corporation is obligated to protect (e.g. personnel records, customer information (test data or actual customer information) from disclosure.

·         Information that the business unit determines has the potential to provide a competitive advantage or have a significant impact on the business if disclosed to unauthorized individuals.

[3] INTERNAL information includes;

·         Information that is commonly shared within CorePeelers’ is not intended for distribution outside CorePeelers’ and is not classified as RESTRICTED or CONFIDENTIAL.

Non-Compete Agreement

THIS AGREEMENT made between CorePeelers Private Limited (the “Company”) and the undersigned having address as undermentioned, referred to as  (the “Contributor”).

WHEREAS the Contributor and the Company have entered into a Service Association relationship for their mutual benefit;

AND WHEREAS as a condition of entering into and/or continuing such Service Association relationship, the Company has required that the Contributor enter into this Agreement;

NOW THEREFORE IN CONSIDERATION OF the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Whenever used in this Agreement the word “Affiliate” means any entity a majority of whose voting shares or securities are owned or controlled directly or indirectly by the Company or the shareholders of the Company, or whose control is held by the Company or the shareholders of the Company.

2. Non-Competition. The Contributor acknowledges that he or she has acquired or will acquire considerable knowledge about, and expertise in, certain areas of the Company’s business and that he or she will have knowledge of, and contact with, customers and suppliers of the Company and its Affiliates (as hereafter defined). The Contributor further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of his or her service with the Company, to the serious detriment of the Company in the event that the Contributor should solicit business from customers of the Company or its Affiliates. Accordingly, the Contributor agrees that he or she will not, for a period of two (2) years after termination of his or her employment, s/he shall not directly or indirectly, solicit the business of any client or customer of the Company that is introduced to or otherwise made known to the Contributor in connection with work performed pursuant to this agreement (other than on behalf of the Company), unless the Contributor explicitly discloses to the Company and obtains a written approval from the Chief Contributor of the Company for such business.       

3. Restrictions Reasonable. The Contributor acknowledges that all restrictions in this Agreement are reasonable in the circumstances and hereby waives all defences to the enforcement thereof by the Company. In the event that any provisions of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions shall be and remain in full force and effect and the Contributor hereby confers upon such court the power to replace such void or invalid provisions with such other enforceable and valid provisions as shall be as near as may be to the original in form and effect.

4. Irreparable Harm. The Contributor acknowledges that breach by him or her of the terms and conditions of this Agreement may cause irreparable harm to the Company, which may not be compensable by monetary damages. Accordingly, the Contributor acknowledges that a breach by it of the terms and conditions of this Agreement shall be sufficient grounds for the granting of an injunction at the suit of the Company by a court of competent jurisdiction.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.

6. Entire Agreement. This Agreement is the entire agreement between the Contributor and the Company relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The Contributor agrees that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.

7. Successors and Assigns. This Agreement will ensure to the benefit of the successors and assigns of the Company.

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made and executed BETWEEN CorePeelers Private Limited, a company registered under the Companies Act, 1956 having its registered office at _Cabin No.2, Management Office, Beethovens 8, Village – Dharampur, Gurgaon, Haryana – 122001, hereinafter referred to as the COMPANY, of the ONE PART

and the person signing this document having his address as mentioned in the document below hereinafter referred to as the CONTRIBUTOR (which term, unless repugnant to the context, shall mean and include his or her heirs, legal representatives, assigns, administrators and executors) of the OTHER PART.

For the purposes of this agreement the masculine gender shall include the feminine gender and the singular shall include the plural.

WHEREAS the Contributor has been offered Service Association with the Company, which has been accepted by him or her;

AND WHEREAS in addition to the terms and conditions of Service Association contained in the appointment order, service conditions, and prevalent applicable rules, the specified special circumstances and conditions hereinafter detailed are inherent in, and to, the nature of Service Association and duties to be discharged by the Contributor;

AND WHEREAS the Contributor having understood the import, content and consequences of each the aforesaid circumstances, has voluntarily accepted the same, thereby subjecting his or her Service Association to such terms and conditions; and

AND WHEREAS it is desirable that such special conditions of service be reduced into writing.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS:

I The Contributor agrees and accepts that the following declarations / obligations are special and exclusive to the nature of his or her Service Association with the Company. 

1.) that the Company is engaged in a continuous program of research, development and production with respect to its business or the businesses of its clients, present and future. 

2)    that as part of his or her Service Association with the Company or he or she is expected to make new contributions and inventions of value to the Company.

3)  that such Service Association creates a relationship of confidence and trust between his or her and the Company, particularly with regard to information relating to: (i) the business affairs, status of the Company; or ii) to the status and business of any client or customer of the Company; in each case which may be disclosed to him or her or acquired by him or her or come his or her knowledge during such Service Association.

4)  that the Company possesses, and will continue to possess, and acquire information that has been created, discovered or developed, or has otherwise become known to the Company (including, without limitation, information created, discovered developed or made known by or to him or her during the period of or arising out of, his or her Service Association with the (Company), and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged (all of the aforementioned information being hereinafter referred to as “Proprietary Information”) and that the term “Proprietary Information” includes trade secrets, processes, formulae, data, know-how, improvements, inventions, techniques, marketing plans, strategies, forecasts, financial status, inputs and customer lists; and

5)  that, as the Company conducts its business activities globally, the reasonable restrictive covenants hereinafter contained shall apply to the Contributor and be enforceable against him or her and any part of the world, without limitation on territory.

II.               The Contributor agrees that he or she has understood the relevance of the aforesaid declarations and has, therefore, voluntarily and unconditionally accepted each of them, In furtherance of such unconditional acceptance, the Contributor agrees to the following additional terms of his or her Service Association with the Company.

1)                All Proprietary Information together with relevant and / or connected patents and other corresponding statutory rights shall be the sole property of the Company and its assigns. The Contributor shall at all times during his or her Service Association with the Company, and at all times after conclusion / termination of such Service Association, keep in confidence and trust all Proprietary information, and shall not disseminate, disclose, sell, use, lecture upon or publish, directly or indirectly, any of the Proprietary Information or anything related to or connected with the Proprietary Information without the prior written consent of the Company, except as may be essential in the ordinary course of performing his or her assigned duties as an Contributor of the Company. 

2)                During the period of his or her Service Association with the Company, the Contributor shall not directly or indirectly, without the Company’s prior express written consent, engage in any Service Association or activity or business competitive with the Company.

3)                All documents, data, apparatus, equipment and other physical property whether or not pertaining to Proprietary information, furnished to him or her by the Company or that is in his or her possession or produced by himself or herself or unless in the course of an in connection with his or her Service Association, shall be and remain the sole property of the Company and shall be returned forthwith to the Company as and when called for by the Company. In any event, the Contributor shall forthwith return and delivery to the Company or its authorized representative all such property upon termination or conclusion of his or her Service Association and the Contributor shall not claim any right therein, or take with him or her or retain any such property, or cause reproduction of such property.  The Contributor further agrees that all other property, in addition to the aforesaid, owned by the Company including disks and other storage media, files, and computers, that are used or are available to the Contributor during the course of his or her Service Association shall be subject to inspection without obstruction or hindrance by Company’s personnel at any time, with or without notice, irrespective of its location.

4)                The Contributor agrees that, either during or after termination or conclusion of his or her Service Association with the Company, he or she shall not directly or indirectly encourage Contributors of the Company or offer incentives of any nature to leave the Company’s Service Association or solicit Service Association or consulting assignments or business of any nature from the Employer’s customers or prospective customers.

5)                The Contributor shall promptly and completely disclose to the Company, or any person designated by it, all improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable made or conceived or reduced to practice or learned by him or her, either alone or jointly with others, during the period of her Service Association which concern or are related to or connected with the business of the Company, or that may result from tasks assigned to him or her by the Company, or result from use of premises owned, leased or contracted for the Company (with all said improvements, inventions, formulae, processes, techniques, know-how and data being collectively hereinafter referred to as “Invention”). The Contributor shall be liable to make such disclosure for one year after termination or conclusion of this Agreement with respect to anything that could be classified as “Invention” as hereinbefore defined, if made, conceived, reduced to practice or learned during such period.  The Contributor specifically agrees that if any application for patent related to or connected with the business of the company or any customer of the company is filed by him or her, or on his or her behalf, during the period of one (1) year after the termination conclusion of his or her Service Association, the subject matter thereof shall be presumed deemed to have been conceived during his or her Service Association with the Company and the provisions of this Agreement shall automatically apply thereto.

6)            The Contributor agrees that all Inventions shall be the sole property of the Company and its assigns.  The Contributor hereby assigns to the Company his or her rights, if any, to all such inventions.  The Contributor further agrees to assist the Company in every required way (but at Company’s expense) to obtain, and from time to time, enforce patents on the Inventions any country and to execute all documents therefore. Such obligation to assist the Company in obtaining and enforcing patents for the Inventions in any country shall continue beyond the conclusion/termination of his or her Service Association, but the Company shall compensate the Contributor therefore at a reasonable rate. The Contributor hereby irrevocable designates and appoints the Company and its duly authorized officers and agents, as his or her agents and attorneys-in-fact to act for and on behalf and instead of him or her.  To execute and file any application for parents and to do all other lawfully permitted acts to further the prosecution and issuance of patents thereon with the same legal force and effect as if executed by them.

7)                The Contributor declares that the terms of his or her Service Association and this Agreement do not and will not breach any previous or existing agreement to keep in confidence the Proprietary Information or similar information acquired by him or her in confidence or in trust, prior to his or her Service Association with the Company.  The Contributor declares that he or she has not entered into and will not enter into any agreement either written or oral in conflict with this agreement.

8)                The Contributor specifically declares and represents that in connection with his or her Service Association with the Company he or she has not brought and shall not bring, with him or her to the Company or use in the performance of his or her duties / responsibilities at the Company, any equipment, supplies, facility or trade secret information, proprietary information of any former employer which are not generally available to the public, unless he or she has obtained written authorization for their possession and use.  The Contributor shall indemnify and keep indemnified the Company against all losses/damages/third party claims relating there or arising therefrom.

9)                The Contributor declare that, in his or her Service Association, with the Company and after termination/conclusion of this Agreement, he or she shall not breach any obligation of confidentiality as herein undertaken by him or her.

10)            The Contributor agrees that in addition to any other rights and remedies available to the Company for any breach of obligation hereunder, the Company shall be entitled to seek enforcement of his or her obligations hereunder by Court injunction, in accordance with any law prevalent in the area/territory/country where such breach occurs and/or where the Contributor resides and/or where this agreement was executed, irrespective of the status of the Contributor.

11)            If any provision of this Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

12)             This agreement shall be effective as of the first date of Contributor’s Service Association.

13)            This Agreement shall be in addition and supplemental to the appointment order issued by the Company, relevant application rules and prevalent orders and regulations of the Company and the provisions of this Agreement shall be enforceable independently of any provision of such appointment orders, rules or regulations.

14)            The Contributor agrees that disclosure and/or use of Proprietary Information, per se, irrespective of advantage or otherwise accruing to the Contributor, shall constitute a violation or breach of this agreement and in addition to the injunctive relief hereinbefore stated the Company shall be entitled to recover damages and compensation, including third party claims therefore, from the Contributor.

15)            This agreement shall be enforceable against the Contributor irrespective of the residence or place of work of the Contributor.

16)            Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.

Non-Solicitation Agreement

THIS AGREEMENT made between CorePeelers Private Limited (the “Company”) and the person signing this document residing at the undermentioned address, herein after referred to as (the “Contributor”).

WHEREAS the Contributor and the Company have entered into a Service Association relationship for their mutual benefit;

AND WHEREAS as a condition of entering into and/or continuing such Service Association relationship, the Company has required that the Contributor enter into this Agreement;

NOW THEREFORE IN CONSIDERATION OF the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Whenever used in this Agreement the word “Affiliate” means any entity a majority of whose voting shares or securities are owned or controlled directly or indirectly by the Company or the shareholders of the Company, or whose control is held by the Company or the shareholders of the Company.

2. Non-Solicitation. The Contributor acknowledges that he or she has acquired or will acquire considerable knowledge about, and expertise in, certain areas of the Company’s business and that he or she will have knowledge of, and contact with, customers and suppliers of the Company and its Affiliates (as hereafter defined). The Contributor further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of his or her service with the Company, to the serious detriment of the Company in the event that the Contributor should solicit business from customers of the Company or its Affiliates. Accordingly, the Contributor agrees that he or she will not, for a period of two (2) years after termination of his or her employment, directly or indirectly, approach, solicit, entice or attempt to approach, solicit or entice any of the other Contributors of the Company or its Affiliates to leave the employment of the Company.

3. Restrictions Reasonable. The Contributor acknowledges that all restrictions in this Agreement are reasonable in the circumstances and hereby waives all defences to the enforcement thereof by the Company. In the event that any provisions of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions shall be and remain in full force and effect and the Contributor hereby confers upon such court the power to replace such void or invalid provisions with such other enforceable and valid provisions as shall be as near as may be to the original in form and effect.

4. Irreparable Harm. The Contributor acknowledges that breach by him or her of the terms and conditions of this Agreement may cause irreparable harm to the Company, which may not be compensable by monetary damages. Accordingly, the Contributor acknowledges that a breach by it of the terms and conditions of this Agreement shall be sufficient grounds for the granting of an injunction at the suit of the Company by a court of competent jurisdiction.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.

6. Entire Agreement. This Agreement is the entire agreement between the Contributor and the Company relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The Contributor agrees that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.

7. Successors and Assigns. This Agreement will ensure to the benefit of the successors and assigns of the Company.

DATA PROTECTION

Data Protection Policy / Agreement

THIS AGREEMENT made between CorePeelers Private Limited herein after referred to as (the “Company” or “CPPL”) and the employee of CPPL signing this document, residing at the undermentioned address, herein after referred to as (the “Contributor”).

1.      Definitions

 1.1    “Company Personal Data” means any information or set of information that could be used to identify such person, which the Contributor may have access to or received from CPPL or CPPL‘s Clients, Vendors, Partners, Employees including, but not limited to, name, addresses, email addresses, phone numbers, financial data, health, identity document or related identification number, sexual orientation, biometrics, genetic, transgender status, caste or tribe, religious etc. Company Personal Data shall also include CPPL Employees and CPPL Customers related data

1.2   “Privacy and Data Protection Laws” means any statute, law, ordinance, rule, regulation, enactment, guideline, administrative interpretation, approval, press note, order, writ, injunction, directive, judgment or decree, including but not limited to The Information Technology Act, 2000 and The Information Technology (Reasonable security practices and procedures and sensitive Company Personal Data or information) Rules, 2011 (both as amended from time to time) and any other applicable law which comes into force in India from time to time issued by the government of India or any of its ministries, departments, secretariats, agencies or any legislative body, court or tribunal, whether at the central, state or municipal/local level or any other Governmental Authority, whether in effect as on the Execution Date or not hereinafter relating to privacy and data protection, applicable to CPPL Data and/or Company Personal Data

2.1 Company Personal Data of CPPL employees and Customers or any other Personal Data or CPPL data whether categorized as sensitive or not which is developed, received, stored, by Contributor  pursuant to this Agreement in connection with the provision of services or otherwise shall be the exclusive property of CPPL, and Contributor shall not use the same for its own purpose(s) or distribute or sell or use such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times. Any use of data for purpose other than that mentioned under the agreement shall be only with the written Consent of CPPL. Contributor expressly agrees that any such Company Personal Data shall be used only for the purpose of this Agreement and not to enhance data repository of his own self, or any third party. The Contributor is not authorized to disclose or transfer CPPL data and Company Personal Data to any third party without prior written approval of the CPPL Leadership. The Contributor shall remain fully responsible for his acts and teams acts who process such data on Contributor's behalf.

2.2 Only authorized employees of CPPL shall be provided access to the Company Personal Data and such access shall be limited to such part or parts of Company Personal Data as are strictly necessary for the performance of the duties of Contributor. Contributor shall implement all measures reasonably necessary to ensure that its personnel are informed of the confidential nature and comply with the obligations set out herein, preparing himself  with the necessary training so that Company Personal Data can correctly, lawfully and safely be processed

2.3 Contributor shall ensure that Company Personal Data is protected against loss or against unauthorized access, use, modification, disclosure or other misuse. Violation of Data Protection clause will be considered a material breach of this Agreement

3.  Contributor warrants that he/she shall:

i. Ensure compliance of all applicable Privacy & Data Protection Laws while dealing with the Company Personal Data.

ii. Take appropriate physical, technical, organizational and administrative safeguards to protect the Company Personal Data against any security breach and shall provide CPPL with a statement of the technical and organizational safeguards adopted in order to meet Contributor’s obligations herein (within the timescales required by CPPL);

iii. Shall ensure that all Company Personal Data or CPPL Client and associates data is processed only in accordance with Privacy and Data Protection Laws and instructions of CPPL’s from time to time, and shall be accessed and used by Contributor only to perform its obligations under this Agreement or as otherwise authorized by CPPL, in writing.

iv. Promptly provide CPPL with written notice of any security breach affecting CPPL Data and/or Company Personal Data processed by the Contributor. Such notice shall share detailed impact of such security breach; and co-operate fully with CPPL to investigate, remediate, and mitigate each such breach, and take all appropriate corrective action including, at the request of CPPL, providing notice to all persons who’s Company Personal Data may have been affected by the security breach.

v. Not resell, share or otherwise disclose any Company Personal Data or CPPL data to any third party, in whole or in part, for any purpose, unless required by applicable law.

vi. Further warrants that in the event of any breach or delay in the fulfilment of the obligation of Contributor in respect to Company Personal Data, due to any reason, CPPL shall not be held liable/responsible.  Contributor agrees to maintain retention policies for all data security events and CPPL Employee data according to the requirements of applicable laws and regulations.

vii. Shall furnish to CPPL the data protection measures, data collection, storage, processing, retention and destruction policy of the Service provider.

4. If Contributor engages with permission from CPPL, any third party to facilitate its obligations hereunder, Contributor before engaging much carry out adequate due diligence to ensure third party is capable of providing the level of protection for Company Personal Data as required and shall ensure that such third party implements and complies with reasonable security measures in handling any Company Personal Data or CPPL data. If any Personal Data or CPPL data is collected directly by Contributor or a third party engaged by Contributor to facilitate its redemption obligations hereunder, entity shall ensure that it or such third party adopts, posts and processes the Company Personal Data in conformity with CPPL policy and all applicable Privacy & Data Protection Laws while dealing with the Company Personal Data. Except as specifically provided in this Agreement, Contributor cannot cache or store Company Personal Data or CPPL data without the permission of CPPL. In the event CPPL does permit the Contributor to cache or store, such permission shall not in any manner give Contributor any right to use such Company Personal Data or CPPL data from CPPL shared in any manner other than for reference purposes. Any kind reverse engineering or decryption upon the data received by the Contributor under this agreement is strictly prohibited.

5. Transfer of Company Personal: The Contributor agrees that CPPL data and Company Personal Data shall be stored within the jurisdiction of India. All International transfers and processing of CPPL data will at all times be subject to CPPL approval. Transparency and integrity is required to be maintained by the Contributor at each phase of Data storage / transfer.

6. Audit & Inspection: Contributor shall co-operate with CPPL to undertake  the compliance checks of the system as per the Information security standards like ISO 27001, NIST, IT ACT 2000 ( applicable on the current project attributes) company policy, procedure or standard for Information Security , which covers the Cloud security , Data Storage security, End point security &  Server for demonstrating compliance under this Agreement and shall allow for audits, including inspection by any CPPL representative or an auditor mandated by Company in relation to processing of Company Personal Data

7.  Deletion / or return of Company Personal Data:

(i) CPPL may at its discretion by written notice to Contributor at any point up to and including the date of cessation of any Services involving the Company Personal Data shall require Contributor to (a) return a complete copy of all Company Personal Data to CPPL by secure file transfer in such format as is reasonable notified by CPPL to Contributor (b) promptly delete and procure the deletion of all other copies of the Company Personal Data processed by any other permitted subcontractor/third party and Contributor shall comply with such written request within three (3) days of such request.

(ii) On Termination: In the event that CPPL stops using the services of the Contributor or if this Agreement is terminated, Contributor must delete all Company Personal Data within three (3) days of the cessation date and deliver to CPPL an written certification to CPPL in form and substance acceptable to CPPL confirming such deletion.

Policy Against Sexual Harassment
Prohibition of sexual harassment in the workplace rules

Object and Reasons
The Company hereby adopts the following Rules with a view to prohibit Sexual Harassment in the Workplace, to promote a healthy work environment, to provide for an effective Complaint and Redress mechanism.
1. Short Title and Commencement
These Rules may be called the Prohibition of Sexual Harassment in the Workplace Rules and shall come into effect with immediate effect.
  2. Application
It shall apply to all Contributors of the Company.
The scope of the policy extends to behavior that is sexual in nature and includes but is not limited to such behavior as defined in Schedule 1 of this policy.
3. Definitions
'Approved Communication Channels' shall have the meaning assigned to the term in Rule 10.
'Board' means the Board of Directors of the Company.
'Contact Officer' means the Contact Officer appointed by the Grievance Redress Body under these rules
'Company' means CorePeelers Private Limited and all its subsidiaries.
'Departmental Head' means the highest person in-charge of a department or function in the Company.
'Grievance Redress Body' means the Grievance Redress Body constituted under these Rules.
'Relative' shall have the meaning assigned to the term in Schedule II.
'Policy' means the Policy of CorePeelers Private Limited for prohibiting Sexual Harassment.
'Sexual Harassment' shall be said to occur when:
The Sexually Oriented Behavior of one or more Contributors creates an unpleasant, hostile, abusive or offensive work atmosphere for one or more Contributors; or
The decisions regarding Service Association/ business/contractual relationship, or conditions of work of one or more Contributors are promised, threatened, given, denied, delayed, accelerated or changed based upon whether or not one or more Contributor will submit to the Sexually Oriented Behavior of one or more Contributors.
'Senior Officer' means a Member of the Board of Directors.
'Sexually Oriented Behavior' shall mean and include behavior, conduct or actions enlisted in Schedule I to these Rules.
'Contributor' shall mean and include, all Contributors of the Company.
 
4. Prohibition of sexually oriented behavior
No Contributor shall engage in Sexually Oriented Behavior in relation to any other Contributor irrespective of whether such Sexually Oriented Behavior results in Sexual Harassment or not.
  5. Prohibition of Sexual Harassment
No Contributor shall engage in Sexual Harassment.
  6. Penalties for Contravention of Rule 4 and Rule 5
Every Contributor who contravenes rule 4 and is not found to contravene rule 5 shall be subject to disciplinary action under the Rules of the Company.
Every Contributor who contravenes rule 5 shall be liable for disciplinary action (which may include termination from the service/ relationship with the company) as recommended by the Grievance Redress Body to the Chief Contributor.
Provided that the imposition of penalties shall not limit the right of the Contributor who has been subject to Sexually Oriented Behavior to file a suit for civil damages against the Contributor who has engaged in such behavior.
Provided further, that the imposition of penalties shall not absolve the Contributor who has contravened rule 4 or rule 5, of any civil or criminal liability under any applicable law for the time being in force.
  7. Rights and responsibilities of the Contributor
Every Contributor shall be entitled to a work environment free from Sexual Harassment.
Every Contributor shall be entitled to complain against Sexually Oriented Behavior to which he/she was subject to or which was targeted at him/her, to the Grievance Redress Body established under these Rules.
Every Contributor shall promptly report any incident of Sexual Harassment that comes to his/her knowledge to the Grievance Redress Body.
Every Contributor who complains to the Grievance Redress Body or participates in the investigations of the Grievance Redress Body for giving evidence or statements shall not be subject to any unfavorable treatment in the conditions of his/her work.
  8. The Grievance Redress Body
The Board shall, as soon as possible, after the date of coming into force of these Rules and at the end of each term, appoint the Grievance Redress Body for the purposes of administering these Rules.
The Grievance Redress Body shall meet quarterly to enforce compliance with these Rules.
  9. Composition and Term of the Grievance Redress Body
The Grievance Redress Body shall consist of:
A Chairperson, who shall be a woman and who is working with a Non-Governmental Organization or Institute that is engaged in the field of gender studies, equal opportunity, anti-gender discrimination, anti- Sexual Harassment movements, etc., The Chairperson shall not be a Contributor.
Two vice - chairpersons, one male and one female.
A male member; and
A female member
The Grievance Redress Body may designate such number of officers as Contact Officers in various work premises of the Company for the purpose of administering these rules
The term of the Grievance Redress Body shall be 2 years from the date of its appointment.
Provided the Board may temporarily extend the term of the Grievance Redress Body in order to dispose of any pending complaint.
  10. Approved Communication Channel
Approved Communication Channels shall include, e-mails to the members of the Grievance Redress Body, official and residential telephone lines of the Chairperson and members of the Grievance Redress Body, registered and ordinary mail, courier, personal appearance or written complaint handed to the Chairperson or members of the Grievance Redress Body. Any oral communication must be followed up with written communication.
The Board shall, as soon as possible, after the date of the coming into force of these Rules, take steps to install email addresses for all members of the grievance redress body such that email sent to those particular addresses will have the required security.
  11. Procedure for Lodging Complaints
Any aggrieved Contributor may lodge a complaint to the Grievance Redress Body through any of the Approved Communication Channels, within 90 days of the occurrence of an incident of sexually oriented behavior.
Provided that where a Contributor is in a remote work premise, he/she may also lodge a complaint with the Contact Officer designated to that work premise. The Contact Officer shall immediately transmit such complaint to the Grievance Redress Body.
Further provided the Grievance Redress Body may entertain a complaint even after the expiry of the period mentioned in Sub-rule (1) above, after recording reasons therefor, in writing.
In respect of complaints of Sexually Oriented Behavior against the Directors of the Company and the Members of the Grievance Redress Body, or Relatives of any of the above-mentioned persons, the Complaint may be made to the Chairperson of the Grievance Redress Body.
Where a Contributor makes a complaint to his/her Reporting Contributor, such Reporting Contributor shall forthwith transmit the complaint directly to the Grievance Redress Body and also apprise the Body of any action taken, failing which such Reporting Contributor shall be liable for penalties under the Rules of the Company.
  12. Procedure on Receipt of Complaints
The Chairperson shall, within one week of the receipt of a complaint under these Rules, personally / virtually meet or designate a member of the Grievance Redress Body to meet the Contributor who has made the complaint and record the findings of such interview.
After the personal interview as stated in Sub-rule (1) above, the Chairperson shall, on satisfaction of the existence of a prima facie case of sexually oriented behavior, within a further period of one week, appoint a committee of the members of the Grievance Redress Body to investigate the complaint, after recording reasons therefore and inform the Grievance Redress Body of her action.
Provided that where the Chairperson is satisfied that no prima facie case of Sexually Oriented Behavior had occurred as complained of, she shall dismiss the complaint after recording in writing reasons therefore.
Provided further that where the complaint is against a Director or the members of the Grievance Redress Body, or Relatives of any of the above-mentioned persons, the Chairperson shall appoint a third-party agency which has no relation to the Company, to investigate the complaint.
  13. Investigation
The Committee of the Grievance Redress Body or the third-party agency appointed by the Chairperson, as the case may be, shall promptly and thoroughly investigate the Complaint referred to it and submit to the Chairperson, a report of its findings within two weeks from the date of the complaint being referred to it.
Every Contributor shall cooperate with the Grievance Redress Body in its investigation and any failure to co-operate with the Grievance Redress Body in its investigation will be deemed a contravention of this Rule.
The investigating committee referred to in Sub-rule (1) above shall document all investigations and findings.
  14. Proceedings and Communication of Findings
The Grievance Redress Body shall within two weeks from the receipt of the investigation report, consider the findings of the report and communicate the findings and recommendations to the Chief Contributor. The Chief Contributor will, along with one other directors take appropriate action and communicate the findings to the complainant and the concerned Contributor against whom such complaint was made.
The Chief Contributor will also ensure that a closure report is submitted to the Chairperson of the Grievance Redress Body on completion of any action taken.
The Grievance Redress Body shall follow principles of natural justice in all its proceedings and shall maintain confidentiality of the identity of the complainant and the witnesses.
In the case of a complaint against Contributor who is/are members of the Grievance Redress Body, or Relatives of any of the above-mentioned persons, the Chairperson shall entrust the proceedings as contemplated in Sub-rules (1) (2) and (3) to the head of the third party Non-Governmental Organization/Institute which investigated the complaint and such person shall have the same powers as the Grievance Redress Body in implementing these Rules.
The Chairperson shall complete the proceedings in respect of the complaint within three weeks from the date of receipt of the investigation report.
  15. Implementation of the Order
The Chief Contributor along with one more directors shall be the implementing authority and shall implement the order of the Grievance Redress Body
The implementing authority for the third party Non-Governmental Organization/Institute recommendation shall be two directors who have not been connected with the case in question.
The Implementation of the orders shall be within one week from the passing of such order.
Provided that the Chairperson may award interim relief to the complainant during the course of investigation to end any further Sexual Harassment or to safeguard the complainant from threats and retributions.  
16. Penalties
Every Contributor who lodges a false complaint shall be liable for disciplinary action as per the rules of the Company.
Every Contributor who threatens or intimidates any Contributor who has made a complaint under these rules or any witness thereof shall be liable for disciplinary action as per the rules of the Company.
  17. Amendments
The Board shall have the power to make and vary such rules, as it thinks fit.
Provided that all amendments made to these Rules shall be submitted to the concerned Government Department
  18. Miscellaneous
The Grievance Redress Body shall submit a quarterly report to the Board and the concerned Government Department on the status of complaints and action taken under these rules
The Grievance Redress Body shall periodically review and analyze the rules to ensure its effectiveness in eliminating Sexual Harassment and suggest changes to the Board if necessary.
The Grievance Redress Body shall ensure a quorum of at least 4 members when taking a decision / meeting.
The Board shall as soon as possible, after the coming into force of these rules submit the same to the concerned Government Department as partial compliance with the Supreme Court judgement in this regard.
  SCHEDULE 1
Behavior comprising any of the following elements:
Material that is sexual in nature, sexist, sexually explicit and so on and is displayed in the workplace, circulated, or put in someone's workspace or belongings, or on a computer or fax machine or on the Internet or any other public display system or public place in the work premises
Verbal abuse or comments that put down people because of their sex
Comments about people's (women/men) bodies
Tales of sexual exploits
Graphic descriptions of pornography
Pressure for dates
Sexually explicit gestures
Unwelcome touching and hugging
Sexist and insulting graffiti
Sexist jokes and cartoons
Obscene phone calls
Displaying pornography in the workplace
Insisting that workers wear revealing clothing
Inappropriate gifts (for example, lingerie)
Discussion of one's partner's sexual inadequacies
Lewd and threatening letters
"Accidentally" brushing sexual parts of the body
Pressing or rubbing up against a victim
Sexual sneak attacks (such as grabbing private parts on the run)
Indecent exposure
Subtle or overt pressure for sexual favors
Soliciting sexual services
Demanding sexual services
Sexual or physical contact, such as slapping, kissing or touching
Intrusive questions about sexual activity
Sexual assault
Repeated sexual invitations when the person invited has refused/ignored similar invitations
Coerced sexual intercourse (e.g., as a condition of Service Association)
  SCHEDULE II
Meaning of 'relative' - A person shall be deemed to be a relative of another if -
They are members of a Hindu undivided family; or
They are husband and wife; or
The one is related to the other in the manner indicated below
Father
Mother (including step-mother)
Son (including step-son)
Daughter (including step-daughter)
Daughter-in-law
Son-in-law
Brother (including step-brother)
Sister (including step-sister)
Sister-in-law
Brother-in-law
Sibling's children
 

  
Equal Employment Opportunity

 
Purpose:
 
To clearly state CorePeelers’ commitment to equal opportunity and to make known its position as it relates to all terms and conditions of Service Association.
 
Policy:
 
CorePeelers is committed to equal Service Association opportunity and the use of Affirmative Action programs to ensure that persons are recruited, hired, trained, and promoted in all jobs regardless of race, color, religion, age, disability, national origin, gender or sexual orientation.
 
Our workplace exists for work. The workplace should be free of tensions unrelated to the Company’s business purposes or which unfairly hinder the performance of co-workers. Therefore, individuals who create an atmosphere of tension by remarks or conduct based upon the race, ethnicity, religious beliefs, gender, age, disability or sexual orientation of their co-workers or customers will be subject to disciplinary action up to and including termination.
 
Procedure:
 
The Chief Accelerator is responsible for formulation, implementing coordinating and monitoring all efforts in the area of equal employment opportunity
 
Each Reporting Contributor in the organization is responsible for carrying out the objectives of the Company’s Equal Employment Opportunity Policy. It is an integral part of his or her Reporting Contributor duties and will be evaluated on performance in this area along with other responsibilities.
 
Local management, along with Human Resources, will be required to constantly monitor the progress and requirements of the Company’s plan.
 
Contributors who feel they have been subjected to conduct violating this policy should Human Resources.
 
Management and Human Resources will immediately investigate all charges as confidentially as practicable while taking appropriate action.
 
 
                                                                               
 
 

Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics (the “Code”) has been adopted by the Board of CorePeelers and summarizes the standards that must guide the actions of Contributors (“the Employee”) of CorePeelers (the “Company”).

Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation in which ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to, relationships with Contributors, customers, suppliers, competitors, the government and the public. All of our Contributors, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour. Even well- intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.

One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.

Conflicts of Interest

Our Contributors have an obligation to conduct themselves in an honest and ethical manner and to act in the best interest of the Company. Every Contributor should endeavour to avoid situations that present a potential or actual conflict between his or her interest and the interest of the Company.

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company or its subsidiaries or affiliates. A conflict of interest may arise when a Contributor takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. A conflict of interest may also arise when a Contributor (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

Although it is not possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest:

§ Working, in any capacity, for a competitor, customer or supplier while associated with the Company. § Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits from a competitor, customer or supplier, as a result of the individual’s position with the Company. Such gifts may also constitute a violation of the Company’s Anti-Corruption and Bribery Policy.

§ Competing with the Company for the purchase or sale of property, products, services or other interests.

§ Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as a Contributor of the Company and not including routine investments in publicly traded companies).

§ Receiving a loan or guarantee of an obligation as a result of an individual’s position with the Company.

§ Directing business to a supplier owned or managed by, or which employs, a relative or friend.

Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to the General Counsel.

In order to avoid conflicts of interests, Contributors must disclose to the General Counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict, the General Counsel shall notify the Company's Board of Directors of any such disclosure. Conflicts of interests involving the General Counsel or members of the Board of Directors shall be disclosed to the disinterested members of the Board of Directors or by writing to hr@corepeelers.com

In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of a Contributor, he or she is required to handle such conflict of interest in an ethical manner and in accordance with the provisions of this Code.

Compliance with Laws, Rules and Regulations

We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No Contributor of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.

Compliance with This Code and Reporting of Any Illegal or Unethical Behaviour

All Contributors are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including by subjecting persons who violate its provisions to corrective and/or disciplinary action, such as dismissal from service or removal from office. Violations of the Code that involve illegal behaviour will be reported to the appropriate authorities.

Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. Contributors should promptly report any concerns about a violation of ethics, laws, rules, regulations or this Code to their Reporting Contributors or the General Counsel or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors.

Any concerns about a violation of ethics, laws, rules, regulations or this Code by any senior executive  should be reported promptly to the General Counsel, who shall notify the Board of Directors of any violation. Any such concerns involving the General Counsel should be reported to the Board of Directors. Reporting of such violations may also be done anonymously in writing to the Board of Directors. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, the Company will endeavour to protect this confidentiality, subject to applicable law, regulation or legal proceedings.

The Company encourages all Contributors to report any suspected violations of this Code promptly and intends to thoroughly investigate any good faith reports of violations of this Code. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all Contributors without fear of retribution or retaliation is vital to the successful implementation of this Code. All Contributors are required to cooperate in any internal investigations of misconduct and unethical behaviour.

The Company recognizes the need for this Code to be applied equally to everyone it covers. The General Counsel of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board of Directors, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the General Counsel.

The provisions of this section are qualified in their entirety by reference to the following section.

Reporting Violations to a Governmental Agency

Contributors have the right under law to certain protections for cooperating with or reporting legal violations to governmental agencies or entities and self-regulatory organizations. As such, nothing in this Code is intended to prohibit any Contributor from disclosing or reporting violations to, or from cooperating with, a governmental agency or entity or self-regulatory organization, and Contributors may do so without notifying the Company. The Company may not retaliate against a Contributor for any of these activities, and nothing in this Code or otherwise requires a Contributor to waive any monetary award or other payment that he or she might become entitled to from a governmental agency or entity, or self-regulatory organization.

All Contributors of the Company have the right to:

§ Report possible violations of state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;

§ Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority;

§ Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and

§ Respond truthfully to a valid subpoena.

All Contributors have the right to not be retaliated against for reporting, either internally to the Company or to any governmental agency or entity or self-regulatory organization, information which the Contributor reasonably believe relates to a possible violation of law. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act the Contributor may have performed. It is unlawful for the company to retaliate against a Contributor for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization.

The Company cannot require a Contributor to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and the Company may not offer the Contributors any kind of inducement, including payment, to do so.

A Contributor’s rights and remedies as a whistle-blower protected under applicable whistle-blower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including by a pre-dispute arbitration agreement.

Even if an Contributor has participated in a possible violation of law, the Contributor may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistle-blower laws, and the Contributor may also be eligible to receive an award under such laws.

Waivers and Amendments

Any waiver (including any implicit waiver) of the provisions in this Code for the Management Team or directors may only be granted by the Board of Directors or a committee thereof. Any waiver of this Code for other Contributors may only be granted by the General Counsel.

Trading on Inside Information

Using non-public Company information to trade in securities, or providing a family member, friend or any other person with non-public Company information, including information pertaining to Company customers, is illegal. All non-public, Company information should be considered inside information and should never be used for personal gain. You should contact the General Counsel with any questions about your ability to buy or sell securities.

Protection of Confidential Proprietary Information

Confidential proprietary information generated by or gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, Contributor medical information, customer, Contributor and suppliers lists and any unpublished financial or pricing information must also be protected.

Unauthorized use, disclosure or distribution of proprietary information violates Company policy and could be illegal. Such use, disclosure or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the proprietary rights of other companies and their proprietary information and require our Contributors to observe such rights.

Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company for any reason, and you must return all proprietary information in your possession upon leaving the Company.

The provisions of this section are qualified in their entirety by the section entitled “Reporting Violations to Governmental Agencies” above.

Protection and Proper Use of Company Assets Protecting Company assets against loss, theft or other misuse is the responsibility of every Contributor. Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to the General Counsel.

The sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including hardware, software and the data thereon) is the conduct of our business. They may only be used for Company business consistent with Company guidelines.

Corporate Opportunities

Contributors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No Contributor may use corporate property, information or position for personal gain, and no Contributor may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the Contributor,  takes away from the Company opportunities for sales or purchases of property, products, services or interests. Contributors, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Fair Dealing

Each Contributor, officer and director of the Company should endeavour to deal fairly with clients, customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action. In the event of a violation of these provisions, the Company and any Contributor involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

The Company has also adopted the Anti-Corruption and Bribery Policy, which provides that the receiving or giving of gifts or anything of value, in exchange for business advantage, may be prohibited. In addition, practices that are acceptable in a commercial business environment may be against the law or the policies governing national or local government Contributors. Any violation of the Anti-Corruption and Bribery Policy will also be a violation of this Code.

Accuracy of Company Financial Records

We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and accounts must accurately reflect transactions and events and conform both to required accounting principles and to the Company’s system of internal controls. Records shall not be distorted in any way to hide, disguise or alter the Company’s true financial position. The Company must present full, fair, accurate, timely, and understandable disclosure in reports and documents that it files with the Statutory Authorities and in other public communications by the Company.

Retention of Records

All Company business records and communications shall be clear, truthful and accurate. Contributors, officers and directors of the Company shall avoid exaggeration, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including email and “informal” notes or memos. Records should always be handled according to the Company’s record retention policies. If a Contributor is unsure whether a document should be retained, consult the General Counsel before proceeding.

Professional Networking

Online networking on professional or industry sites, such as LinkedIn, has become an important and effective way for colleagues to stay in touch and exchange information. Contributors should use good judgment when posting information about themselves or the Company on any of these services.

What you post about the Company or yourself will reflect on all of us. When using professional networking sites, you should observe the same standards of professionalism and integrity described in our code and follow the social media guidelines outlined above.

Drug-Free, Violence-Free Workplace

The use of alcohol and drugs can impair your ability to work effectively and productively. Except at approved Company functions, or with appropriate authorization, you may not drink alcohol on Company premises.

You are prohibited from working while your performance is impaired by alcohol or any other drug, whether or not illegal. Additionally, you may not possess any non-pharmaceutical drugs on Company premises or at work-related functions.

We strictly prohibit acts of hostility, intimidation or violence towards others in the workplace and in places where our business is being conducted. You may not bring firearms, explosives or any other weapons onto Company premises, or to any work-related setting, regardless of whether you are licensed to carry such weapons.

Government Inquiries

The Company cooperates with government agencies and authorities. Forward all requests for information, other than routine requests, to the General Counsel immediately to ensure that we respond appropriately. All information provided must be truthful and accurate. Never mislead any investigator. Do not ever alter or destroy documents or records subject to an investigation.

Review

The Board of Directors shall review this Code annually and make changes as appropriate

Policy on Health and Safety

Contributor well-being forms the core component of Corepeelers’ success. Well-being refers to a state characterised by good health, happiness and prosperity.

We, at CorePeelers, are committed to providing a safe and healthy work environment to all our Contributors through a suitable management system. To accomplish this, we perform the following on a regular basis:

1)      Assess and manage the health & safety impacts & eliminate unreasonable risks of our existing as well as new activity or project, design and production.

2)      Take appropriate measures to prevent workplace injuries and ill health, and to provide Contributors with a safe and healthy working environment by continuously evolving industry practices and societal standards of care.

3)      Identify and comply with all the H & S legislations and other requirements to which we subscribe. Set objectives and targets that result in continual improvement of our Health & Safety management & performance.

4)      Provide the leadership and resources that will enable our Contributors to meet improvement objectives and targets.

5)      Encourage Contributor involvement and provide an impetus through training to augment their ability to work productively in a safe environment.

6)      Communicate regularly and effectively to all Contributors and Clients regarding the Health and Safety issues.

7)      Periodic reviews of our conformance to health and safety management systems and performance.

Working Hours Policy
 

Purpose:

The objective of the policy is to outline standard working hours for all Contributors.

Scope:                                                                                               

This policy is applicable to all Contributors.

Policy Statements:

1. CorePeelers will not discriminate in favor of or unfavorably towards any gender, social or economic status.  Justice & Fairness shall be the guiding principles for all policy decisions.
2.    All Contributors are expected to work for 40 hours per week. CorePeelers has the discretion to alter and/or terminate working hour arrangement as determined by the client and/or the Company’s business needs.

3.    While attempts will be made to establish steady and predictable hours, there are no guarantees of minimum or maximum hours and lack of notice is not an acceptable reason for refusing to work. In summary, Reporting Contributors must approve any variance from the company’s standard work hours and are responsible for ensuring the continuity of operations.

4.    All Contributors working in the office must understand and abide by these basic ground rules:

o    The standard shift timings for all Contributors would be 9am to 6pm.

·         Standard office hours will be flexible to accommodate client/business requirements as the case may be.

·         Contributors working in Client locations will follow client work timings.

·         The above hours include a lunch break of 1 hour.

·         Any change in work schedule requires the approval of Reporting Contributors.

·         Special permission option for time off to attend to personal exigencies may be approved by the Reporting Contributors via the attendance system.

·         Any time-off taken by the Contributors should not impact the deliverables of the Company and need to be managed effectively and efficiently by the Contributor and the Reporting Contributors.

Administrative Information:                                                             

This policy will be reviewed as required and is subject to changes at the discretion of Management.
The company reserves the right to modify, amend or withdraw this policy at any time.
Exceptions to the policy will be handled on a case-to-case basis, by the Chief Accelerator.
 

I hereby confirm, that I have read all the policies mentioned above. 

I willfully agree to abide by all these policies and related terms and conditions mentioned therein for the entire period of my service with Corepeelers Private Limited. 

I am signing this document under no pressure from anyone and providing all my information willfully. I understand and accept the consequences of voilating these policies as laid down by the management of Corepeelers.