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Key Person Agreement Template for India

A comprehensive employment agreement governed by Indian law, designed to establish and regulate the relationship between a company and its key personnel. The document addresses crucial aspects including appointment terms, duties, compensation, confidentiality obligations, intellectual property rights, and post-employment restrictions. It incorporates specific provisions compliant with Indian contract law and employment regulations, while considering the limitations on post-employment restrictive covenants under Indian jurisdiction. The agreement aims to protect the company's interests while providing clear terms of engagement for essential employees whose roles are critical to the organization's success.

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What is a Key Person Agreement?

The Key Person Agreement is essential for organizations operating in India who wish to formalize relationships with their critical employees and protect their business interests. This document is typically used when hiring or promoting individuals to positions that are fundamental to the company's operations, success, or growth. It includes comprehensive provisions covering employment terms, compensation packages, protection of confidential information, and intellectual property rights, all structured within the framework of Indian law. The agreement takes into account specific Indian legal requirements and limitations, particularly regarding post-employment restrictions and non-compete clauses, which are subject to strict scrutiny under Indian courts. It's designed to balance the company's need to protect its interests with the employee's rights under Indian labor and employment laws.

What sections should be included in a Key Person Agreement?

1. Parties: Identification of the company and the key employee with their respective details

2. Background: Context of the agreement, including the employee's importance to the business and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Term: Details of the position, effective date, and duration of the agreement

5. Duties and Responsibilities: Detailed description of the key person's role, responsibilities, and performance expectations

6. Compensation and Benefits: Base salary, bonuses, and other benefits including any special perks

7. Performance Reviews: Process and frequency of performance evaluations and their impact on compensation

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property: Assignment of IP rights and related obligations

10. Non-Competition: Restrictions during and after employment, subject to Indian law limitations

11. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

12. Termination: Grounds for termination, notice periods, and consequences

13. Post-Termination Obligations: Continuing obligations after employment ends

14. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Key Person Agreement?

1. Equity Participation: Include when the key person is offered stock options or other equity incentives

2. International Assignment: Include when the role involves international travel or temporary overseas assignments

3. Change of Control: Include provisions dealing with company ownership changes or M&A scenarios

4. Garden Leave: Include when the company wants the right to require paid leave during notice period

5. Retention Bonus: Include when offering special bonuses for remaining with the company for specific periods

6. Succession Planning: Include when the key person needs to develop and train successors

7. Relocation: Include when the role requires relocation or maintains multiple office locations

8. Crisis Management: Include for roles involving critical decision-making during business crises

What schedules should be included in a Key Person Agreement?

1. Schedule 1 - Job Description: Detailed description of the role, responsibilities, and reporting relationships

2. Schedule 2 - Compensation Structure: Detailed breakdown of salary components, bonuses, and benefits

3. Schedule 3 - Performance Metrics: Specific KPIs and performance evaluation criteria

4. Schedule 4 - Confidential Information: List of specific confidential information and trade secrets

5. Schedule 5 - Company Policies: Key company policies applicable to the position

6. Appendix A - Equity Documents: Details of any equity participation, stock options, or share schemes

7. Appendix B - Benefits Summary: Summary of all benefits, insurance, and perks

8. Appendix C - Approved Outside Activities: List of pre-approved external commitments or board positions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Document Type

Insurance Contract

Sector

Insurance

Cost

Free to use

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