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Hợp Đồng Lao Động chuyên dụng, chặt chẽ về tính bảo mật cao, bảo vệ tài sản và quyền lợi của Công Ty trên mọi khía cạnh về tài chính, sở hữu trí tuệ, công nghệ, bí mật, và chống lôi kéo, chống cạnh tranh an toàn. Các Phụ Lục cuối hợp đồng đảm bảo tính bảo mật tốt.
SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness Name of the organization: [●] No.: [●] LABOR CONTRACT WE, FROM ONE SIDE, [Name of person to sign the contract on behalf of [●]] Nationality: Vietnamese Position: [Human Resources Manager] On behalf of: [●] (hereinafter referred to as “Employer”) Address: [●] and FROM THE OTHER SIDE: [●] (hereinafter referred to as “Employee”) Nationality: [American] Date of birth: [dd/mm/yyyy] Place of birth: [American] Residential address: [to insert address] ID Card/Passport No.: [to insert number] WHEREAS (A) The Employee agreed to sign the offer letter No [to insert ref] dated [dd/mm/yyyy] (“Offer Letter”) And the signing of official labor contract with the Employer is a condition of employment (B) The Employee desires to establish his employment relationship with the Employer by executing this labor contract in accordance with the terms and conditions thereof Mutually agree to enter into this labor contract (“Contract”) and undertake to comply strictly with the following terms and conditions: Article 1: Duration of employment and contractual work Type of labor contract: Definite term Term of labor contract: 12 months and may be further extended as agreed by the Employer and the Employee subject to the Employee’s peformance Probation period: Not applicable Working location: At the offices of the Employer or other places as the Employer may decide according to its business needs Labour contract_[●] Page Business Travel and Reassignments: To the extent permitted by Vietnamese laws and depending on the works requested by the Employer, the Employer may from time to time require the Employee to travel (overseas or domestically) with no extra pay or remuneration The Employee’s travel and other business-related expenses are subject to applicable rules of the Employer and may be reimbursed upon submission of valid documents and receipts and the approved expense statements The Employer reserves the right not to reimburse claims which not comply with such rules Professional title: [●] Position (if any): [●] Job duties: [●] Article 2: Working regime Working time: Working hours will be 8:00 to 17:00 (inclusive of one lunch hour from 12:00 to 13:00) (Vietnam time) from Monday to Friday (excluding public holidays) and can be adjusted according to the internal policy of the Employer Article 3: Rights and obligations of the Employee 3.1 Rights: Means of transportation: The Employee shall be responsible for transportation at his own expense, unless otherwise stipulated in this Contract or the Employer’s policies Monthly gross base salary: The Employee’s gross salary shall be [salary/wage] per month This remuneration is fixed for the completion and fulfillment of the Employee’s works and duties assigned under the Contract and the Employee is not entitled to additional remuneration in the case he may have to work for fulfilment of his works Personal income tax, social insurance, health insurance, unemployment insurance contribution (if applicable), trade union contributions (if applicable), any other fees and charges of the Employee in accordance with the Vietnamese laws will be paid by the Employer on behalf of the Employee Date of payment [●] Method of payment: By cash or transfer directly to the Employee’s designated bank account in Vietnam Peformance bonuses The Employee will receive the bonuses subject to satisfaction of his performance and the Employer‘s policies Allowances: [●] (If any) Health check: As per the Employer’s policy and internal labor rules (if any) Labour contract_[●] Page Salary increase review: [●] Workplace safety protection equipment: The Employee shall comply with the internal policies on workplace safety to protect himself, the Employer and other co-worker from any damage Rest Regime: • • Weekly days off: Public Holidays and other: Saturdays and Sundays In accordance with the Labor Code and the Employer’s polices under yearly notice of the Employer which may be amended by the Employer from time to time • Personal leave with pay: In accordance with the Labor Code • Annual leave: 12 annual leave days • Paid day-off: In accordance with the Labor Code Social insurance: The Employer shall have the responsibility for withholding and making social insurance contribution for the Employee based on the montly salary in accordance with Vietnamese laws Unemployment insurance: The Employee is ineligible to participate in unemployment insurance The above salary already includes an amount equivalent to the amount of the compulsory contribution of the Employer to unemployment insurance required under Vietnamese laws Health insurance: The Employer shall have the responsibility for withholding and making health insurance contribution for the Employee based on the monthly salary in accordance with Vietnamese laws Taxes and deductions: Salary, bonus, and any other payments whatsoever made by the Employer to the Employee, as the case may be, for the Employee’s employment under this Contract will be subject to PIT and other statutory deductions By signing this Contract, the Employee authorizes the Employer to, withhold and deduct the Employee’s applicable PIT, social, health, and unemployment insurance contributions, trade union contributions (if applicable), and all other fees and charges, and any other statutory deductions required by the Vietnamese law, and to declare and pay such deducted amounts to the relevant authorities Upon the termination of employment for any reason, any amount which the Employee owe to the Employer in relation to his employment may be set off against any amount payable by the Employer hereunder Such set off may be done by the Employer without further consent from or notice to the Employee Job training: 3.2 Obligations Labour contract_[●] Page Necessary training may be provided to the Employee on the basis of the Employer’s policies 3.2.1 The Employee shall be liable for personal income tax for all income earned from this Contract in accordance with Vietnamese laws The Employer shall declare, withhold and pay personal income tax on behalf of the Employee 3.2.2 The Employee is obliged to strictly comply with the provisions of this Contract, relevant laws and regulations of Vietnam and all rules, policies and procedures implemented or adopted by the Employer, including but not limited to the internal labor rules and collective labor agreement of the Employer (if any) 3.2.3 The Employee is responsible for protecting the Employer’s Property, (a) (b) (c) For the purpose of this Contract, “Employer’s Property” includes: (i) Tangible objects and items belonging to the Employer that are used or created by the Employee in the course of performing their duties, such as documents and files, petty cash, office furniture, office stationery, computers, machinery, equipment, tools; and (ii) Intangible items belonging to the Employer that are used or created by the Employee in the course of performing their duties, such as information technology, computer software, other information and data, designs, knowhow, trade secrets, customer contact lists, intellectual property, etc Some of the aforementioned may also be confidential in nature The Employee has a responsibility to ensure that all Confidential Information (as defined below) and the Employer’s Property are, at all times, adequately secured and not disclosed without authorization and report immediately to [Mr/Ms ●] any danger that may damage the Employer’s Property The Employee is not permitted to: (i) write academic papers on topics related to or mentioning the Employer, its products or its business, without consent of the Employer; (ii) discuss confidential details of job in social settings such as socializing with friends or colleagues after work, or on social networking site; or (iii) access to the Confidential Information (as defined below) inappropriately Filing Security (i) All files should be placed properly inside filing cabinets or on the shelf Confidential files should be kept in locked cabinets or drawers (ii) Papers containing confidential matters should be kept in locked drawers and should be disposed by way of shredding Before leaving the office, the Employee should clear his desk, turn off all equipment and lock all drawers/cabinets as well as doors/ windows of his office (d) Access card for all doors must not be given to others (e) Valuable property (such as laptops, desktops, LCD monitors, fax machine, photocopies, etc.) which are not assigned to the Employee to carry out their duties belong to the Employer and cannot be moved in and out of the Employer premises without prior approval in writing from the Employer’s management The above property brought into and out of the Employer’s premises should be approved by the relevant department head Labour contract_[●] Page 3.2.4 (f) The Employee must not use, adjust or make changes to data, documents and/or property unless it is within his responsibility (g) In case of long absence or termination of employment, the Employee must hand all Employer’s Property over to the Employer The Employee is responsible for protecting the Confidential Information, (a) The Employer’s Property that is confidential in nature or have not been disclosed to the public constitutes “Confidential Information” Confidential Information would typically include all information of any nature and in any form, whether written, oral or electronic, that is disclosed to or known by the Employee as a consequence of or through employment with the Employer, whether such information is developed by the Employer or is submitted to the Employer in confidence by third parties, in particular: (i) all documents and information belonging to the Employer, however stored and in whatever form, relating to or connected with the Employer business, customers or financial or other affairs of the Employer that are not publicly available or known; (ii) all creative ideas, concepts, and other materials prepared or created by Employees or the Employer’s contractors or agents; (iii) a trade secret of the Employer or any of its group companies or is otherwise the confidential property of the Employer or any of its group companies; and (iv) any other information deemed confidential by the Employer which has or may have come to the knowledge of the Employee in the course of the Employee's employment (b) Every Employee acknowledges and accepts that the Employer, as the case may be, exclusively owns all proprietary rights to the Confidential Information (c) The Employee shall, in the course of the Employee's employment, use the Confidential Information only for the purposes of carrying out the Employee's duties in the Employer and not for any other purposes During the continuance of employment and after the termination of the Employee's employment, the Employee must hold in strictest confidence and to exercise the utmost diligence to maintain the confidentiality of any Confidential Information or any other information as to the affairs, dealings and concerns of the Employer The Employee shall use the Employee's best efforts to prevent the publication or disclosure of the same to any third party and shall not, during the continuance of the Contract and after the termination of the Employee's employment, without the prior written consent of the Employer: Labour contract_[●] Page (i) use for the benefit or purposes of the Employee or any other third party, any Confidential Information; or (ii) directly or indirectly reveal, furnish, divulge or otherwise make known or available to any third party, any Confidential Information (d) When performing his duties, the Employee may be acquainted with Confidential Information and is strictly prohibited from sharing such Confidential Information with anyone within or outside the Employer without permission (e) The Employee should be particularly aware that when sending electronic mails, the right messages should be sent to the right recipients (f) The Employee must sign a confidentiality agreement with the Employer which provisions shall be strictly binding on the Employee (g) Upon termination of employment, the Employee must return to the Employer all documents, files and materials containing the Confidential Information that he may have kept in the course of employment (h) Employees’ salaries are confidential to each Employee The Employee is therefore requested not to reveal and/or discuss his salaries with anyone else (i) The Employee acknowledges and agrees that the Employer is permitted to hold personal information about the Employee as part of its personnel and other operation records (including but not limited to health check results of the Employee), and that the Employer has the right to use such information in the course of the Employer’s operation without consent of the Employee The Employer has right to transfer and store the Employee’s personal information at onshore/offshore data storage facilities without consent/acknowledgement of the Employee The Employer has the right to disclose information about the Employee to other group companies or third parties (including cross border transfers) if the Employer considers that to so is required for the proper conduct of the Employer's business or that of any of its associates 3.2.5 The Employee shall obey and conform to the orders of his supervisor The Employee shall perform the job described herein with due care, honesty and faithfulness The Employee is obliged to respect and prioritize interests of the Employer in all business transactions The Employee shall not create a conflict between his own interests and the Employer’s interests 3.2.6 The Employee acknowledges and agrees that the Employee’s obligations under this Article are reasonable and necessary for the protection of the Employer’s interests The Employee further acknowledges that irreparable injury will result to the Employer if the Employee breaches any of the terms of this Article, and that in the event of an actual or threatened breach of any such obligation, damages will not be an adequate remedy for the Employer Accordingly, the Employee agrees that in the event of any actual or threatened breach by the Employee of any terms under this Article, the Employer will be entitled to conduct immediate injunctive and other relief to the extent permitted by Vietnamese laws, including the recovery of damages and dismissal of the Employee 3.2.7 The Employee undertakes that immediately upon the termination of employment pursuant to this Contract, he shall return to the Employer all property of the of whatever kind in his possession or under his control, including all copies and summaries of any of the Employer’s Confidential Information, and that he will confirm in writing that he has not kept copies or extracts of any papers, documents, computer files, digital files, lists or records or any other Employer’s Property in any form whatsoever which belong to the Employer 3.2.8 The Employee agrees that, following the termination of the Employee’s employment with the Employer for any reason, the Employee will upon reasonable notice provide such information and assistance to the Employer as may reasonably be requested by the Employer in connection with any litigation to which the Employer is or may become a party to, provided Labour contract_[●] Page that the Employer will reimburse the Employee for any expenses reasonably incurred by the Employee in providing such information or assistance 3.2.9 The Employee shall use his best efforts to obtain or, where applicable, to assist the Employer in obtaining, all relevant permits and approvals for the Employee to be permitted to work in Vietnam 3.2.10 If the Employee causes damage or loss of tools, equipment, labor facilities and other assets of the Employer; fails to comply with the regulations on labor safety, which resulting in property damage to the Employer; or commits other acts that cause damage to the Employer's Property and reputation, in addition to being subject to labor discipline, the Employee must also compensate the Employer for such damage in accordance with the internal labor regulations and regulations issued by the Employer from time to time in accordance with the prevailing labor laws 3.2.11 The Employee is required to comply with the Code of Conduct as provided in Schedule Article 4: Rights and obligations of the Employer 4.1 Rights 4.1.1 To the extent permitted by Vietnamese laws, the Employer shall have the right to assign, arrange, allocate work for, relocate and manage the Employee in accordance with operation requirements, including modifications or supplementation to the job descriptions and tasks for the Employee from time to time, to the extent that such adjustment is not contrary to the Employee’s professional ability and has been agreed by the Employee 4.1.2 The Employer may unilaterally terminate the employment or take disciplinary measures against the Employee in accordance with the provisions of the Contract, Vietnamese labor laws and/or the internal labor rules of the Employer (if any) 4.1.3 The Employer and/or the Employee are entitled to unilateral termination of this Contract in certain situations in accordance with Vietnamese labor laws In such cases, both parties will execute necessary documents as required by law to effect such termination of this Contract 4.1.4 If the Employer is undertaking an investigation at any time during the employment, the Employer may by written notice require the Employee: not to perform any services (or to perform only specified services) for the Employer; not to attend the workplace or any other premises of the Employer; and not, without the prior written consent of the Employer, contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, advisor or any other business contact of the parent company of the Employer, the Employer or any of its group companies, until the termination of the employment or an earlier specified date (“Garden Leave”) Salary during the Garden Leave shall be paid in accordance with Vietnamese labor laws 4.1.5 For the purpose of operation of the Employer, the Employer has right to access to office outlook or laptop granted by the Employer for the Employee without obtaining consent of or sending advance notice to the Employee 4.1.6 The Employer shall hold personal information about the Employee as part of its personnel and other operation records (including but not limited to health check results of the Employee), and that the Employer has the right to use such information in the course of the Employer’s operation without consent of the relevant Employee The Employer has right to transfer and store the Employee’s personal information at onshore/offshore data storage facilities without consent/acknowledgement of the relevant Employee The Employer has the Labour contract_[●] Page right to disclose information about the Employee to other group companies or third parties (including cross border transfers) if the Employer considers that to so is required for the proper conduct of the Employer's business or that of any of its associates 4.2 Obligations 4.2.1 The Employer shall ensure the arrangement of appropriate work and workplace for the Employee and shall provide the Employee with working conditions in accordance with the provisions of this Contract 4.2.2 The Employer shall fully and duly pay the Employee all remuneration and benefits as provided under this Contract Article 5: Labor discipline and material liabilities The Employee must comply with the labor discipline and material liabilities as provided in Schedule Article 6: Warranty The Employee are warranting that: (i) his curriculum vitae, as provided to the Employer, is truthful, accurate and complete as to his academic and professional credentials; (ii) other than [●]-month non-competition and [●]-month non-solicitation as committed with the preceding employer, he are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise that may be an impediment to his employment with, or his providing services to, the Employer as its employee; (iii) he have not and shall not bring onto the Employer premises, or use in the course of his employment with the Employer, any confidential or proprietary information of another person, company or business enterprise to whom the Employee previously provided services; and Labour contract_[●] Page (iv) he are not relying on any representations, promises or agreements not expressly contained in this Contract Article 7: Non-solicitation and Non-competition 7.1 The Employee agree, for the term of his employment and two (02) years after the termination of his employment, not to entice, solicit, or employ or offer to employ, or enter into a contract for the services of, any employee of the Employer, and employee of its subsidiaries and affiliated companies, or entice, solicit or procure any such person to leave the employment of the Employer and its subsidiaries and affiliated companies (or attempt to so), whether or not that person would commit any breach of contract in leaving such employment, or procure or facilitate the making of any such offer or attempt by any other person As a condition of employment, the Employee agree that he will not assist any person or organization in competing with any Group Company, in preparing to compete with any Group Company or in hiring any employees of any Group Company 7.2 During the course of his employment and for a period of two (02) years after his last day of service with the Employer, the Employee expressly undertake that he will not, directly or indirectly, engage or participate in competitors of the Group Company in Southeast Asia, the details of which will be provided to the Employee during his employment term and may be updated from time to time, whether or not such activity is for compensation Article 8: Implementing provisions 8.1 The Offer Letter dated [to insert date] attached to this Contract and this Contract shall constitue the complete agreement between the Employee and the Employer with respect to the Employee’s employment relationship with the Employer and supersedes all prior agreements, discussions or representations between the Parties including, but not limited to, any representations made during the Employee’s interview(s) or negotiations, whether written or verbal, unless specifically stated otherwise 8.2 Either party to this Contract may request an amendment and/or supplement to this Contract Where one of the parties does not consent to the requested amendments and/or supplements, both parties may continue performing this Contract or terminate it by mutual consent in writing in accordance with the provisions of the Labor Code of Vietnam 8.3 This Contract and any appendixes attached hereto are governed by and to be construed in accordance with the Vietnamese law 8.4 This Contract is made in two (2) duplicates which have the same legal validity Each party shall keep one copy When both parties sign a schedule hereof, such schedule shall constitute a part of this Contract In the event that there are inconsistent meanings between the Vietnamese and English versions of this Contract, the English version shall prevail 8.5 This Contract is made on [dd/mm/yyyy] and takes effect from [dd/mm/yyyy] Labour contract_[●] Page Employee _ Name: [●] Signature: Labour contract_[●] Page 10 Employer [●] _ Name: [●] Title: [●] Signature and seal: Schedule Description of the Enployee’s job duties and Performance Description of the Enployee’s job duties [●] Performance [●] Labour contract_[●] Page 11 Schedule Bonuses [●] Labour contract_[●] Page 12 Schedule Code of Conduct The Employee is required to comply with the Code of conduct (the “Code of Conduct”) of the Employer, in particular, without limitation to: (i) Press and media: The Employee must not provide any information to the press, the media or other public communication channels or publicize any information, comment about any managers, officier or teams of the Employer or the Group Company without prior written approval of the Employer In compliance with the the internal labor rules, collective labor agreement and relevant regulations (if any), the Employee irrevocably and unconditionally agrees that he shall be entitled to be in the public eye or get involved in any activities relating to the bussiness of the Employer only upon the written approval granted by the Employer (ii) Image of the Employer: During the term of the Contract, the Employee irrevocably authorizes the Employer to have an exclusive right to use the Employee’s image for publication on webiste of the Employer The Employee shall not have any conduct that may harm the public image of the Employer (iii) Information from customers or business partners of the Employer must be handled and used appropriately in accordance with the terms and conditions defined and specified in each contract with them, including terms and conditions relating to the intended use, management and duration of confidentiality of such information The Employee therefore ensures to handle such third-party information appropriately at all times and ensures not to break contractual obligations to preserve confidentiality (iv) The Employee ensures not to use his position, role, or corporate information, or act in any way contrary to his corporate obligations, to seek or gain benefits for himself The Employer ensures not to utilize, sell, lease or dispose of the Employer’s Property and the Confidential Information for any purpose other than transacting or undertaking the business of the Employer (v) The Employee ensures to carry out appropriate measures to manage/prevent all acts which influence the outcome of a decision related to interest of the Employer for personal benefits of the Employee as follows: (vi) • Any conflict of interest; • Any acts of fraud; • Any act of briding, corruption; and • Any act of collusion Other regulations under the Code of conduct issued by the Employer from time to time Labour contract_[●] Page 13 Schedule Misconduct and Discipline Self-Discipline The Employee should respect all the provisions in internal labour regulations and other policies (if any) issued by the Employer from time to time The Employee should also properly conduct himself/herself in order to maintain the smooth operation as well as the reputation of the Employer Labour Penalties Subject to the seriousness or the nature of the breach, the Employer may apply the following labour penalties in order to deal with breach of labour discipline (a) Level 1: Reprimand; (b) Level 2: Deferral of wages review no more than six (06) months; discharge; (c) Level 3: dismissal The Legal Representative of the Employer is responsible for notifying each violation of the labour discipline of the Employee under their supervision Reprimand A reprimand in the form of a letter (the “Decision on Labour Discipline”) will be issued to the Employee in case the Employee commits one of actions provided in this Article The original Decision on Labour Discipline will be given to the Employee concerned and one copy will be kept in the Employee’s personal file Reprimand shall apply to the Employee who commits one of the actions prohibited as follow: (a) Being absent from work during working time without permission of the immediate supervisor or department manager; (b) Violating regulations on leave requisition without agreement with immediate supervisor or department manager; (c) Violating regulations concerning working time (coming to work late, leaving early, doing private business during working hours without agreement by the immediate supervisor or department manager); (d) Speaking dirty or impolite words to colleagues or to guests; (e) Appearing at the Employer’s premises under the influence of alcohol; (f) Littering in the premise of the Employer; (g) Failure to keep important documents and/or equipment of the Employer in a safe place; (h) Sleeping or gambling/making bets for moneys, chatting on the internet, watching movies during working time, eating and drinking food that causes bad smells in the premise of the Labour contract_[●] Page 14 Employer; enticing other employees into gambling/making bets for moneys, chatting on the internet, watching movies during working time; (i) Performing work exceeding his duties as given under the labour contract, instruction of supervisor/ line manager or higher level managers; (j) Permitting himself/herself to be in a conflict of business interest with the Employer, without declaring the same to the Employer and approved by the Employer in advance For the purpose of this provision, the Employee must avoid any case where his personal interest conflicts with the Employer’s interest For clarity, an Employee is considered to have a conflict of interest with the Employer when having any other employment with any employer or assignment or carrying out any activity during his employment with the Employer which may (1) impair confidence in his impartiality in performing his or her duties under the labour contract with the Employer, or (2) which could damage the Employer’s interests or lead to a conflict between the Employer’s interests and the interests of the Employee or any person closely connected with him/her or those represented by the Employee The Employee shall perform the job assigned by the Employer with due care, honesty and faithfulness Employee should respect and prioritize interests of the Employer in all business transactions Without limiting to the generality of the foregoing, an Employee shall not, without the written authorization of the Employer, perform any duties or otherwise act on behalf of the Employer in relation to any matter if: • The Employee himself/herself is particularly interested personally or financially in the outcome of the Employer’s activities in a way not appropriate with his position at the Employer or Employee himself/herself personally represents or previously represented any person who is interested in the Employer’s activities; • The Employee’s spouse, any person related by blood or marriage in the direct line of ascent or descent or in the collateral branch as close as first cousin, or any other closely attached person, is particularly interested personally or financially in the outcome of the Employer’s activities or represents or used to represent any person who is interested in the Employer’s activities; or • The Employee takes part in the management of or is otherwise closely related to any company, partnership, association or other legal entity which is particularly interested in the outcome of the Employer’s activities (k) Disobeying the reasonable instructions and guidance of the Legal Representative of the Employer in relation to the operation of the Employer; influencing others not to observe the internal rules of the Employer or the Legal Representative of the Employer’s instructions in relation to the operation of the Employer, to the extent that such instructions, guidance and orders are in accordance with applicable laws; (l) Losing tools, equipment or other property of Employer which are entrusted to the Employee; in addition to the written reprimand, the employee is also responsible for reimbursing to the Employer for the lost tools, equipment or other property entrusted to the employee, taking into consideration the depreciation of the items; (m) Taking and/or using others’ documents or data from others’ computer and filing systems without permission; (n) Drawing, painting or writing on walls; Labour contract_[●] Page 15 (o) Discriminating against any colleague or employee of the Employer in any term, condition or privilege of employment because of race, color, religion, sex, age, national origin, disability, veteran status, sexual orientation or any other characteristics protected under applicable employment laws; (p) Willful defacement, abuse, or destruction of the Employer’s Property; (q) Using the equipment and facilities of the Employer for wrong purposes or personal purposes without the permission of the Legal Representative of the Employer/authorized person of the Employer; (r) Employee does not show tolerance and respect for cultures opinions and lifestyles that differ from their own (i.e., aggressive, intimidating or threatening communication, whether in verbal or writing); (s) Untruthful at work or in relationships with supervisor, co-workers and others (including not informing the Employer of other Employees’ violations of other Employee, or report unsafe conditions, accidents, near accidents, and unsafe behaviors), or with government agencies in investigation activities; (t) Employee access to, upload or download inappropriate websites or send other inappropriate materials while at work or on the Employer’s devices, including the following actions: (u) • sending information to unclear or unknown person; • sending inappropriate emails to others; • downloading or streaming unauthorized video or audio files onto the Employer’s devices; • downloading, uploading or sharing copyrighted material, except licensed to so; • installing or downloading non-approved software onto the Employer’s computers; or; • sharing password of the Employer’s devices to others Exchanging of gifts, hospitality and entertainment without approval of the supervisor and the Legal Representative of the Employer For the purpose of this provision: • A gift means anything of value that is given or received without payment in return Hospitality and entertainment include paid-for events, accommodation, meals and beverages • The Employee is not allowed to let the exchange of the gifts, hospitality and entertainment influence his business decisions • Gifts, hospitality and entertainment must: (i) Be reasonable and proportionate, occasional and appropriate; (ii) Not create a conflict of interest between employees and third parties; Labour contract_[●] Page 16 (iii) Not be given or received to obtain an improper advantage, or to reward or induce, improper performance; (iv) Not be cash, vouchers, or coupons that can be exchanged for cash; and (v) Be fully disclosed for approval purposes Disclosure must reflect the purpose, the full gifts, hospitality and entertainment cost, and list all participants, including Employees (v) Engaging in political campaigns in the workplace, or attempting to solicit political affiliation or financial contributions from colleagues (w) Employee’s donation on behalf of the Employer for private individuals and/or link to business deal of JTI’s Group or philanthropy program Deferral of Salary Review No More Than Six (06) Months, Discharge The Employee shall be subject to the deferral of wages review no more than six (06) months in one of the following circumstances: (a) Employee has been subject to reprimand as stipulated in Article above and re-commits the same act within three (03) months from the date of previous reprimand; (b) Making false, improper or excessive claims to the Employer; (c) Using the Employer’s name in transaction for private gain but the intention is discovered before real action; (d) Negligence or carelessness resulting in waste, loss, or spoilage of machinery, property or materials of the Employer having a value in excess of [●]; (e) Refusing or failing to comply with the department manager and/ or other superior’s instruction causing damages to the assets/business effiency/reputation of the Employer; (f) Abusing power or acting outside the scope of the assigned responsibilities of management; (g) Holding personal meetings inside the premises of the Employer without prior permission of the Employer; (h) Participating in or supporting/promoting a strike or demonstration which a court has determined is an illegal strike or demonstration; (i) Providing false information and/or evidence during the investigation process related to the Employer’s activities; (j) Speaking to the press/media, the public, and government authorities about the Employer’s matters without permission; (k) Offering or providing any gift causing a misunderstanding that the Employer improperly influences anyone with whom the Employer is doing business or accepting any gift that would give the impression that the Employee or the Employer can be influenced by the gift; Labour contract_[●] Page 17 (l) The Employee seeks or gains competitive intelligence through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, improper questioning or assignment of new employees; (m) The Employee uses funds or properties of the Employer to pay, loan or otherwise disburse as bribes, kickbacks, or other payments designed to influence or compromise the conduct of the recipient; (n) Making fabrications on the Employer’s documents; (o) Being under the influence of drug while on the Employer’s premises, engaged in the Employer’s business or while operating the Employer’s equipment; (p) Bringing flammable substances, weapons or dangerous items into the premises or any related work place of the Employer; (q) Discriminating against any colleague or employee of the Employer in any term, condition or privilege of employment because of race, color, religion, sex, age, national origin, disability, veteran status, sexual orientation or any other characteristics protected under applicable employment laws, including: • humiliating other employee or a group of employee including pointing out their mistakes or weaknesses in front of others; • marginalizing individuals or group such as excluding them from activities or conversation; • insensitive or offensive communication that may offend others including inappropriate humor, disrespectful comments against men or women, racist opinions (r) The Employee has unacceptable behavior resulting from excessive alcohol consumption when the Employee, on behalf of the Employer, attend Employer events, travel on Employer business or attend other business events; or (s) The Employee directly or indirectly offers, exchanges, gives, receives, requests gifts, hospitality and entertainment (include cash, cash equivalents) with government officials, government representatives, representative of government owned companies or organizations, agent, consultant or other intermediary to influence a government official, obtain business advantage or for personal gain The Employee shall be subject to the discharge in one of the the following circumstances: (a) The Employee has been subject to reprimand as stipulated in Article and re-commits the same act within three (03) months from the date of previous reprimand; (b) Making false, improper or excessive claims to the Employer; (c) Using the Employer’s name in transaction for private gain but the intention is discovered before real action; (d) Negligence or carelessness resulting in waste, loss, or spoilage of machinery, property or materials of the Employer having a value in excess of [●]; Labour contract_[●] Page 18 (e) Refusing or failing to comply with the department manager and/or other superior’s instruction causing damages to the assets/business effiency/reputation of the Employer; (f) Abusing power or acting outside the scope of the assigned responsibilities of management; (g) Holding personal meetings inside the premises of the Employer without prior permission of the Employer; (h) Participating in or supporting/promoting a strike or demonstration which a court has determined is an illegal strike or demonstration; (i) Providing false information and/or evidence during the investigation process related to the Employer’s activities; (j) Speaking to the press/media, the public, and government authorities about the Employer’s matters without permission; (k) Offering or providing any gift causing a misunderstanding that the Employer improperly influences anyone with whom the Employer is doing business or accepting any gift that would give the impression that the Employee or the Employer can be influenced by the gift; (l) The Employee seeks or gains competitive intelligence through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, improper questioning or assignment of new employees; (m) The Employee uses funds or properties of the Employer to pay, loan or otherwise disburse as bribes, kickbacks, or other payments designed to influence or compromise the conduct of the recipient; (n) Making fabrications on the Employer’s documents; (o) Being under the influence of drug while on the Employer’s premises, engaged in the Employer’s business or while operating the Employer’s equipment; (p) Bringing flammable substances, weapons or dangerous items into the premises or any related work place of the Employer; (q) Discriminating against any colleague or employee of the Employer in any term, condition or privilege of employment because of race, color, religion, sex, age, national origin, disability, veteran status, sexual orientation or any other characteristics protected under applicable employment laws, including: (r) • humiliating other employee or a group of Employee including pointing out their mistakes or weaknesses in front of others; • marginalizing individuals or group such as excluding them from activities or conversation; • insensitive or offensive communication that may offend others including inappropriate humor, disrespectful comments against men or women, racist opinions Employee has unacceptable behavior resulting from excessive alcohol consumption when Employee, on behalf of Employer, attend Employer’s events, travel on Employer’s business or attend other business events; or Labour contract_[●] Page 19 (s) Employee directly or indirectly offers, exchanges, gives, receives, requests gifts, hospitality and entertainment (include cash, cash equivalents) with government officials, government representatives, representative of government owned companies or organizations, agent, consultant or other intermediary to influence a government official, obtain business advantage or for personal gain Dismissal The Employee shall be dismissed in the folllowing circumstances: (1) The Employee commits an act of theft, embezzlement, gambling, deliberate violence causing injury, uses drugs at the workplace; (2) The Employee discloses Confidential Information or infringes intellectual property rights of the Employer; (3) An Employee who performs the following actions that cause serious damages to the property, or interest of the Employer from [●] or more or threatens to cause particularly serious loss to the property or interest of the Employer [●] or more: (a) swindling or appropriating property, or money of any value; (b) falsifying, defacing or forging of signature, stamp, document, data, invoice, or any other documents or distortion of documentation; (c) sabotaging in respect of the assets of the Employer; (d) giving or receiving a bribe or unauthorized commission/kickback of any value and in any form, including the following: • payment or gift given in order to influence a government official and to obtain a business advantage; • excessive gift, hospitality or entertainment offered to or from a business partner; or • any form of kickback – a payment or anything of value, offered as a reward (e) deceiving in reports relevant to business or finance; (f) deceiving in payment, banking transactions or customer services; (g) giving wrong instructions resulting in damage to the property or interest of the Employer; (h) breaking into an area, database, confidential information outside of job responsibility; (i) slandering against the Employer or any employee of the Employer, or providing wrong information about the Employer to the media; (j) knowingly breaching the Employer’s safety, health, hygiene or fire policies and procedures; Labour contract_[●] Page 20 (k) using the Employer’s name in business transactions for private interest; (l) possession of weapons, arms and ammunition, explosives and combustibles of any kind; (m) The Employee’s failure to comply with the Employer’s policies on dealing with competitors, customers and trade associations, including the following: (n) (4) • handle and communicate competitively sensitive information with care and ensure its security is protected and maintained; • consult a member of the Legal team in case of suspecting any incidence of anti-competitive activity; and • treat trade association meetings in the same way as meeting with a competitor The Employee engages in or facilitates any form of financial crime or any act which could lead to the evasion of tax or money laundering Where the Employee is disciplined by the form of deferral of a wage increase and then commits a second offence during the period when the initial disciplinary measure had not been absolved, or the Employee was disciplined in the form of discharge and thereafter committed a second offence Second offence means the case where the Employee repeats an offence that has been applied with disciplinary measure during the period when the initial disciplinary measure had not been absolved as provided under Article below (5) The Employee of his own accord takes an aggregate of five (05) days off in one month or an aggregate twenty (20) days off in one year without proper reasons (6) Committing any act of sexual harassment Time Limit for Clearing of Disciplinary Action and Material Influence (1) Unless otherwise decided by the Employer for the decrease, the Employee who has been disciplined with reprimand, extension of the period for wage increase shall, after three (03) and six (06) months respectively as from the date of being disciplined, be cleared of all disciplinary measures if such breach does not occur again If the Employee who is disciplined with demotion continues to breach labour discipline after three (03) years from the date of the initial penalty, the Employee shall be deemed not to have committed the sameoffence (2) The discipline period may, at the Employer’s discretion, be reduced if the Employee concerned has shown signs of good effort, progress or improvement or made a good contribution to Employer (3) The Employee’s annual performance appraisal will take into account the breaches committed by the Employee which subjects him/her to disciplinary action of any type (4) No employment termination allowance (severance payment) shall be given in case of a dismissal in accordance with Article 46 of the Labour Code Suspension Labour contract_[●] Page 21 (1) The Employer has the right to temporarily suspend the Employee from working if the breach committed is complex in nature, and it is considered that any further work carried out by the Employee may jeopardize the investigation The temporary suspension against the Employee may only be commenced after consultation of the opinion of the trade union which represents the employee collective at the grassroot level (2) The period of temporary suspension shall not exceed fifteen (15) days, or ninety (90) days in special circumstances During that period, the Employee shall be advanced fifty per cent (50%) of his alary prior to the temporary suspension (3) Upon the expiry of the temporary suspension period, the Employer shall allow the Employee back to work (4) If the Employee is disciplined due to breach of regulations provided in this Schedule 4, he shall not be required to repay the amount of salary advanced to him (5) Where the Employee is found not guilty, the Employee shall be paid the full salary by the Employer for the period of such temporary suspension Liability for Damage or Loss of the Employer’s Property (1) The Employee who damages tools and equipment or whose conduct causes damage to the properties of the Employer shall be liable for payment of compensation in accordance with the provisions of the law for the damage caused Where the damage is not serious and is due to carelessness and the value of the loss and damage does not exceed ten (10) months’ minimum area wage as issued by the Government from time to time, the maximum amount of compensation shall be limited to three (03) months wages and shall be deducted gradually from wages in accordance with the provisions of laws (2) The Employee who loses tools, equipment, or other properties assigned to him by the Employer, or uses materials at an excessive rate must, depending on the nature of each case, shall compensate the Employer the amount of the whole of the asset at market price In cases where a contract of responsibility has been signed by the parties, the amount of compensation must be in accordance with the contract of responsibility In cases of force majeure, no compensation shall be required (3) The consideration and determination of compensation amount shall take into account the approximate cause of the damages, level of actual damages, the fault and the actual family situation, the personal background and the financial status of the person causing the damage (1) The procedure for hanlding the compensation for loss and damges shall be in accordance with the Labor Code as amended from time to time and the person having the authority to issue a decision on hanlding the compensation for loss and damges is the Legal Representative of the Employer (or a person who is duly authorized by the Legal Representative) Labour contract_[●] Page 22