Common use of Non-Solicitation and Non-Circumvention Clause in Contracts

Non-Solicitation and Non-Circumvention. 6.1 The Customer must notify the Supplier in accordance with the procedure provided in clause 24 of this Agreement, about employment or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services or employee of such consultant or subcontractor, provided that the Customer was aware of engagement of such person in provision of Services hereunder. 6.2 At any time prior to the expiration of this Agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, financial sources, banks, merchant acquiring banks, card scheme processors, gateway providers, and/or merchant sales referral partners, deferral payment providers and consultants) discussed and made available by the Supplier in the course of provision of Services and any related business opportunity shall constitute Confidential Information and the Customer or any its Affiliate or associated entity or individual shall not (without the prior written consent of, or having entered into a commission agreement with, the Supplier): 6.2.1 directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or introduced by the Supplier during the Services provision; or 6.2.2 seek to by-pass, compete, avoid or circumvent the Supplier from any business opportunity that relates to the Services by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. 6.3 The Customer covenants that any financial gain made by it, or any associated party, from a breach of clause 6.2 shall be held on trust for the benefit of the Supplier and then be transferred to a nominated account of the Supplier, until which time such outstanding amount shall incur interest at the rate of 8% per annum from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Customer shall pay the interest together with the overdue amount. 6.4 Clause 6.3 does not affect the Disclosing Party’s ability to also xxx for damages should the covenants in clause 6.2 be violated in any way.

Non-Solicitation and Non-Circumvention. 6.1 The Customer must notify the Supplier in accordance with the procedure provided in clause 24 of this Agreement, about employment or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services or employee of such consultant or subcontractor, provided that the Customer was aware of engagement of such person in provision of Services hereunder. 6.2 At any time prior to the expiration of this Agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, financial sources, banks, merchant acquiring banks, card scheme processors, gateway providers, and/or merchant sales referral partners, deferral payment providers and consultants) discussed and made available by the Supplier in the course of provision of Services and any related business opportunity shall constitute Confidential Information and the Customer or any its Affiliate or associated entity or individual shall not (without the prior written consent of, or having entered into a commission agreement with, the Supplier): 6.2.1 (a) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or introduced by the Supplier during the Services provision; or 6.2.2 (b) seek to by-pass, compete, avoid or circumvent the Supplier from any business opportunity that relates to the Services by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. 6.3 The Customer covenants that any financial gain made by it, or any associated party, from a breach of clause 6.2 shall be held on trust for the benefit of the Supplier and then be transferred to a nominated account of the Supplier, until which time such outstanding amount shall incur interest at the rate of 8% per annum from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Customer shall pay the interest together with the overdue amount. 6.4 Clause 6.3 does not affect the Disclosing Party’s ability to also xxx for damages should the covenants in clause 6.2 be violated in any way.