Common use of Obligations after employment Clause in Contracts

Obligations after employment. 2.1 You shall not for the Restriction Period hold a Material Interest in a business or venture which: (a) is or is about to be in competition with the Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer; (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer; (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).

Obligations after employment. 2.1 You 14.1 The Executive shall not within the Restricted Area directly or indirectly for the Restriction Relevant Period be engaged on his own account or in the capacity of employee, officer, consultant, adviser, partner, principal or agent in or hold a Material Interest any Restricted Shareholding in a any company which carries on any business or venture which: (a) is or is about to be in competition with any of the Business Businesses with which the Executive has been concerned or involved to any part thereofmaterial extent during the 12 months preceding the Termination Date; or (b) is likely requires or might reasonably be thought by the Company to result in require the intentional Executive to disclose or unintentional disclosure or make use of any Confidential Information by you in order for you properly to properly discharge your the Executive’s duties to or to further your the Executive’s interest in that business or venture. 2.2 14.2 The provisions of clause 2.1 Executive shall not operate so as to prevent you from being engageddirectly or indirectly, concerned whether on the Executive’s own behalf or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect on behalf of any Goods and/or Servicesanother person: (a) deal with for the Relevant Period: (i) accept orders for any Restricted Services or supply Restricted Products from any Customer; or (ii) accept orders for Restricted Proposed Services or Restricted Proposed Products from any Customer; (b) deal with or for the Relevant Period accept the supply by any Prospective Customer; orSupplier of Restricted Supplies; (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or ServicesRelevant Period: (ai) solicitseek, facilitate the solicitation of canvass or canvass the solicit any business, orders or custom for any Restricted Services or business of Restricted Products from any Customer; (bii) solicitseek, facilitate the solicitation of canvass or canvass the solicit any business, orders or custom for any Restricted Proposed Services or business of Restricted Proposed Products from any Prospective Customer; or; (ciii) solicit or entice away or endeavour seek to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services away from any Supplier where such supply is likely to be the detriment of any Group Company whether any person who is and was at the Termination Date or during the period of 12 months preceding the Termination Date, employed or engaged by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value in any of the Group Company’s arrangement Businesses in a senior managerial, technical, supervisory, sales or marketing capacity and was a person with whom the Supplier is diminishedExecutive dealt in the course of the Duties; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not (d) at any time after the Termination Date: (ai) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (bii) be held out or represented by you the Executive or any other person person, as being in any way connected with or interested in the Company or any Group Company; or (ciii) disclose to any person person, or make use of any Confidential Information (except Information. 14.3 The Executive has given the undertakings contained in clause 14 to the Company as required trustee for itself and for each Group Company in the business of which the Executive shall be involved or concerned to a material extent during the Employment. The Executive will at the request and cost of the Company enter into direct undertakings with any such Group Company which correspond to the undertakings in clause 14. 14.4 The undertakings contained in clause 14 are entered into by law)the Company and the Executive after having been separately legally advised.

Obligations after employment. 2.1 16.1 You shall not for not, during the Restriction Period Restricted Period, directly or indirectly: 16.1.1 hold a any Material Interest in a any business or venture which: (a) which is or is about to shall be wholly or partly in competition with the Business or any part thereof; or (b) is likely to result Businesses in the intentional Restricted Area including (to the extent that the same carry on a business in the Restricted Area which is competitive with the Businesses) those organisations listed in Schedule 2 and their holding companies and subsidiaries and the subsidiaries of any such holding companies from time to time; 16.1.2 hold any Material Interest in any organisation, which requires you to disclose or unintentional disclosure or make use of any Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or ventureInformation. 2.2 The provisions 16.2 You shall not, directly or indirectly, whether as a principal, employee, partner, director, consultant, sub-contractor, shareholder or otherwise howsoever on your own behalf or on behalf of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information other person during the Protected Period. 2.3 You shall not for the Restriction Restricted Period in respect of any Goods and/or Servicescompetition with the Businesses: (a) deal with 16.2.1 solicit any business, orders or supply custom for any Products or Services from any Customer; (b) deal with 16.2.2 solicit any business, orders or supply custom for any Prospective Products or Services from any Potential Customer; or; (c) offer employment 16.2.3 accept any business orders or custom for any contract for services to Products or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of Services from any Customer; (b) solicit, facilitate 16.2.4 accept any business orders or custom for any Products or Services from any Potential Customer; 16.2.5 take such steps as may interfere with the solicitation continuance of or canvass supplies to the custom or business of Company and/or any Prospective Customer; orGroup Company by any supplier; (c) 16.2.6 solicit or entice away or endeavour seek to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services away from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company (or knowingly assist or procure any other person to provide Goods and/or Services for do so) any Employee or Contractor and whether or not such person would breach his or her contract of employment or engagement by reason of leaving the same business or venture, you shall not, at any time during the 6 months following the last date on which any service of those Key Employees was employed by the Company or a Group Company as the case may be; or 16.2.7 engage (or knowingly assist or procure any Group Company, be employed other person to engage) any Employee or engaged in any way with that business or venture in respect of any Goods and/or ServicesContractor. 2.7 16.3 You shall not directly or indirectly whether as principal, employee, partner, director, consultant, sub-contractor, shareholder or otherwise howsoever on your own behalf or on behalf of any other person: 16.3.1 at any time after the Termination Date: (a) Date induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier any other customer or any supplier to cease dealing with, reduce its business with or vary or restrict the terms on which it will deal with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) 16.3.2 at any time after the Termination Date represent yourself or permit yourself to be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group CompanyCompany (save as the holder of shares if such be the case); or (c) disclose 16.3.3 at any time after the Termination Date make, publish or otherwise communicate any disparaging or derogatory statements whether in writing or otherwise concerning the Company or any Group Company, their officers, consultants, agents, shareholders or employees. 16.4 You acknowledge that any and all lists or data relating to any person of your contacts from time to time with customers of the Company and/or any Group Company are the property of the Company and/or its Group Companies, and may constitute Confidential Information of the Company and/or any Group Company and that you have no interest, right or entitlement to maintain particular lists, data or accounts with any particular customer of the Company and/or its Group Companies. You shall not exploit your relationships with the customers of the Company and/or any Group Company except in the proper course of your duties for the Company. You agree that the Company or its Group Companies shall be entitled in their sole discretion from time to time (including during any period of notice) to require you to terminate any or all such relationships, hand over any or all lists or data relating to such relationships or accounts to persons nominated by the Company or its Group Companies (including to other employees of the Company or its Group Companies) and/or to seek to generate and maintain relationships or accounts with other existing or new customers. 16.5 The parties agree that the restrictions contained in clauses 11 and 16 are without prejudice to any other duties (fiduciary or otherwise) owed to the Company or any Group Company and are reasonable and necessary for the protection of legitimate interests of the Company and each Group Company and that, having regard to those interests, those restrictions do not work unreasonably on you. It is nevertheless agreed that if any of those restrictions shall taken together or separately be held to be void or ineffective for any reason but would be held to be valid and effective if any restriction or restrictions or part of the wording were deleted then the said restriction shall apply with such deletions as may be necessary to make use the same valid and effective. 16.6 The restrictions contained in each sub-clause of clauses 11 and 16 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions of this Agreement. 16.7 You acknowledge that if you breach any of your obligations contained in this Agreement (including those contained in clauses 11 and 16) then the Company may seek damages from you for any loss or damage suffered by the Company and/or any Group Company as a result of your breach. You also acknowledge and agree that damages alone would not be a sufficient remedy for any breach of clauses 11 and 16. 16.8 You have given the undertakings contained in clauses 11 and 16 to the Company for itself and as trustee for each Group Company and you will at the request and cost of the Company enter into direct undertakings with any Group Company which correspond to the undertakings in clauses 11 and 16, or which are less onerous only to the extent necessary (in the opinion of the Company or its legal advisers) to ensure that such undertakings are valid and enforceable. 16.9 If the Company transfers all or any part of its business to a third party ("the transferee"), the restrictions contained in clauses 11 and 16 shall, with effect from the date you become an employee of the transferee, apply to you as if references to the Company included the transferee and references to any Group Company were construed accordingly and as if references to customers were to customers of the Company and/or the transferee and their respective Group Companies. 16.10 On receipt of any Confidential Information (except as required offer of employment or any other offer of an engagement or arrangement made to you by law)any third party at any time during which any of the restrictions of this clause 16 are operative and/or which may give rise to a breach of any of your obligations under clause 11 or 16 you shall provide a copy of this Agreement to the relevant third party.

Obligations after employment. 2.1 You shall not for the Restriction Period hold a Material Interest undertake any work or be in a any way engaged, concerned or interested in any business or venture which: (a) is or is about to be in competition with the Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which your employment with the Duties were Company was not concerned to a material extent or in relation to which (i) you were not responsible and in relation to which (ii) you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer;; or (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer;; or (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).

Obligations after employment. 2.1 You shall not for the Restriction period of 6 months after the Termination Date less any Garden Leave Period hold a Material Interest in a business or venture which: (a) is or is about to be in competition with the Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer; (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer; (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).

Obligations after employment. 2.1 You shall not for the Restriction Non-Compete Period hold a Material Interest undertake any work or be in a any way engaged, concerned or interested in any business or venture which: (a) is or is about to be in competition with the Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as as: (a) you hold an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; (b) your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Business; and/or (c) your work for that business or venture shall relate solely to services or activities with which the Duties were your employment was not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer; (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer; (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employmentyour employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).

Obligations after employment. 2.1 You 14.1 The Executive shall not within the Restricted Area directly or indirectly for the Restriction Relevant Period be engaged on his own account or in the capacity of employee, officer, consultant, adviser, partner, principal or agent in or hold a Material Interest any Restricted Shareholding in a any company which carries on any business or venture which: (a) is or is about to be in competition with any of the Business Businesses with which the Executive has been concerned or involved to any part thereofmaterial extent during the 12 months preceding the Termination Date; or in relation to which the Executive at the Termination Date possesses Confidential Information; or (b) is likely requires or might reasonably be thought by the Company to result in require the intentional Executive to disclose or unintentional disclosure or make use of any Confidential Information by you in order for you properly to properly discharge your the Executive's duties to or to further your the Executive's interest in that business or venture. 2.2 14.2 The provisions of clause 2.1 Executive shall not operate so as to prevent you from being engageddirectly or indirectly, concerned whether on the Executive's own behalf or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect on behalf of any Goods and/or Servicesanother person: (a) deal with or supply for the Relevant Period: (i) accept orders for any Restricted Services from any Customer; or (ii) accept orders for any Restricted Proposed Services from any Customer; (b) deal with or for the Relevant Period accept the supply by any Prospective Customer; orSupplier of Restricted Supplies; (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or ServicesRelevant Period: (ai) solicitseek, facilitate the solicitation of canvass or canvass the solicit any business, orders or custom or business of for any Restricted Services from any Customer; (bii) solicitseek, facilitate the solicitation of canvass or canvass the solicit any business, orders or custom or business of for any Prospective Restricted Proposed Services from any Customer; or; (ciii) solicit or entice away or endeavour seek to solicit entice away from any Group Company any person who is and was at the Termination Date or entice during the period of 12 months preceding the Termination Date, employed or engaged by any Key Employee Group Company in any of the Businesses in a senior managerial, technical, supervisory, sales or marketing capacity and was a person with whom the Executive dealt in the course of the Duties and who by reason of such employment or engagement is likely to leave his employment with have knowledge of any trade secrets or cease his directorship or consultancy with Confidential Information of the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period:; (ad) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (ai) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (bii) be held out or represented by you the Executive or any other person person, as being in any way connected with or interested in the Company or any Group Company; or (ciii) disclose to any person person, or make use of any Confidential Information (except Information. 14.3 The Executive has given the undertakings contained in clause 14 to the Company as required trustee for itself and for each Group Company in the business of which the Executive shall be involved or concerned to a material extent during the Employment. The Executive will at the request and cost of the Company enter into direct undertakings with any such Group Company which correspond to the undertakings in clause 14. 14.4 The undertakings contained in clause 14 are entered into by law)the Company and the Executive after having been separately legally advised.

Obligations after employment. 2.1 You shall not for the Restriction Period hold a Material Interest in a business or venture which: (a) is or is about to be in competition with the Restricted Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer; (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer; (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the a Group Company’s arrangement with the Supplier is diminished; or (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the a Group Company’s arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).

Obligations after employment. 2.1 You shall not for the Restriction a period of 3 months less any Garden Leave Period hold a Material Interest in a business or venture which: (a) is or is about to be in competition with the Business or any part thereof; or (b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 2.3 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) deal with or supply any Customer; (b) deal with or supply any Prospective Customer; or (c) offer employment or any contract for services to or employ or engage any Key Employee. 2.4 You shall not for the Restriction Period in respect of any Goods and/or Services: (a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer; (b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or (c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing. 2.5 You shall not for the Restriction Period: (a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s 's arrangement with the Supplier is diminished; oror International HR\SVB Financial Group UK Svc Agreement_PCox Rev. July 13, 2009 (b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s 's arrangement with the Supplier is diminished; 2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services. 2.7 You shall not at any time after the Termination Date: (a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company; (b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or (c) disclose to any person or make use of any Confidential Information (except as required by law).