Obligations after employment. 14.1 The Executive shall not directly or indirectly, whether on the Executives own behalf or on behalf of another person: 14.1.1 for the period of 9 months following the Termination Date: (a) so as to compete with the Company in any part of the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during the Relevant Period a client of the Company with whom: (i) the Executive shall have had material dealing in the course of the Employment at any time in the Relevant Period; (ii) any employee of the Company who is under the Executives control shall have had material dealing in the course of their employment with the Company during the Relevant Period; (iii) the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period and who, to the Executives knowledge, was at the Termination Date negotiating with the Company with a view to dealing with that company as a client; (b) solicit or entice away or seek to solicit or entice away from the Company any person who is and was at the Termination Date employed or engaged by the Company in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; (c) employ or engage any person who is and was at the Termination Date employed or engaged by the Company in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; or (d) so as to compete with the Company in any part of the Restricted Business seek to entice away from the Company or otherwise solicit or interfere with the relationship between the Company and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period; 14.1.2 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 to cease dealing with the Company or to restrict or vary the terms upon which it deals with the Company; (b) be held out or represented by the Executive or any other person, as being in any way connected with or interested in the Company; or (c) disclose, divulge, print, publish or communicate to any person or persons whatsoever or make use of any Confidential Information. 14.2 Any period of Garden Leave served by the Executive pursuant to clause 12.6 shall reduce the 9 month period referred to in clause 14.1.1 by an equal period of time. 14.3 In the event that any one or any part of the restrictions set out in this clause shall be rendered or judged invalid or unenforceable such restriction or part shall be deemed to be severed from this agreement and such invalidity or unenforceability shall not in any way affect the validity of the remaining restrictions. 14.4 The Executive acknowledges that the restrictions contained in this clause shall operate for the benefit of any business carried on by the Company and such restrictions shall be enforceable against the Executive by any subsequent owner of the business carried on by the Company.
Appears in 2 contracts
Samples: Service Agreement (Quotient LTD), Service Agreement (Quotient LTD)
Obligations after employment. 14.1 18.1 The Executive shall not directly or indirectly, whether on the Executives Executive’s own behalf or on behalf of another person:
14.1.1 18.1.1 for the period of 9 12 months following the Termination Date:
(a) 18.1.1.1 so as to compete with the Company Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during the Relevant Period a client of the Company Group with whom:
(ia) the Executive shall have had material dealing in the course of the Employment at any time in the Relevant Period;; or
(iib) to the Executive’s knowledge any employee of the Company Group who is under the Executives Executive’s control shall have had material dealing in the course of their employment with the Company Group during the Relevant Period;
18.1.1.2 so as to compete with the Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away any person who was at the Termination Date negotiating with the Group with a view to dealing with that company as a client and with whom:
(iiia) the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period and who, to the Executives knowledge, was at the Termination Date negotiating with the Company with a view to dealing with that company as a client;Period; or
(b) the Executive’s knowledge any employee of the Group who is under the Executive’s control shall have had material dealings in the course of their employment with the Group during the Relevant Period;
18.1.1.3 solicit or entice away or seek to solicit or entice away from the Company Group any person who is and was at the Termination Date employed or engaged by the Company in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period;
(c) employ or engage any person who is and was at the Termination Date employed or engaged by the Company Group in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; or
(d) 18.1.1.4 so as to compete with the Company in any part of the Restricted Business seek to entice away from the Company Group or otherwise solicit or interfere with the relationship between the Company Group and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period;
14.1.2 18.1.2 at any time after the Termination Date:
(a) 18.1.2.1 induce or seek to induce by any means involving the disclosure or use of Confidential Information any customer to cease dealing with the Company Group or to restrict or vary the terms upon which it deals with the Company;
(b) 18.1.2.2 be held out or represented by the Executive or any other person, as being in any way connected with or interested in the CompanyGroup; or
(c) 18.1.2.3 disclose, divulge, print, publish divulge or communicate to any person or persons whatsoever or make use of any Confidential Information.
14.2 18.2 Any period of Garden Leave served by the Executive pursuant to clause 12.6 Clause 16.6 shall reduce the 9 12-month period referred to in clause 14.1.1 Clause 18.1.1 by an equal period of time.
14.3 In the event that any one or any part of the restrictions set out in this clause shall be rendered or judged invalid or unenforceable such restriction or part shall be deemed to be severed from this agreement and such invalidity or unenforceability shall not in any way affect the validity of the remaining restrictions.
14.4 The Executive acknowledges that the restrictions contained in this clause shall operate for the benefit of any business carried on by the Company and such restrictions shall be enforceable against the Executive by any subsequent owner of the business carried on by the Company.
Appears in 2 contracts
Samples: Service Agreement (Quotient LTD), Service Agreement (Quotient LTD)
Obligations after employment. 14.1 The Executive shall not within the Restricted Area directly or indirectly for the period of 9 months after the Termination Date be engaged on his own account or in the capacity of employee, officer, consultant, adviser, partner, principal or agent in or hold any Restricted Shareholding in any company which carries on any business or venture which:
(a) is or is about to be in competition with any of the Businesses with which the Executive has been concerned or involved to any material 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) requires or might reasonably be thought by the Company to require the Executive to disclose or make use of any Confidential Information in order properly to discharge the Executive's duties to or to further the Executive's interest in that business or venture.
14.2 The Executive shall not directly or indirectly, whether on the Executives Executive's own behalf or on behalf of another person:
14.1.1 (a) for the period of 9 12 months following after the Termination Date:
(ai) so as to compete with accept orders for any Restricted Products or Restricted Services from any Customer; or
(ii) accept orders for any Restricted Proposed Products or Restricted Proposed Services from any Customer;
(b) for the Company in period of 12 months after the Termination Date accept the supply by any part Supplier of Restricted Supplies;
(c) for the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during period of 12 months after the Relevant Period a client of the Company with whomTermination Date:
(i) the Executive shall have had material dealing in the course of the Employment at seek, canvass or solicit any time in the Relevant Periodbusiness, orders or custom for any Restricted Products or Restricted Services from any Customer;
(ii) seek, canvass or solicit any employee of the Company who is under the Executives control shall have had material dealing in the course of their employment with the Company during the Relevant Periodbusiness, orders or custom for any Restricted Proposed Products or Restricted Proposed Services from any Customer;
(iii) the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period and who, to the Executives knowledge, was at the Termination Date negotiating with the Company with a view to dealing with that company as a client;
(b) solicit or entice away or seek to solicit or entice away from the any Group Company 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 the any Group Company in any part of the Restricted Business Businesses in a 18 senior managerial, scientific, technical, supervisory, sales, sales or marketing or risk assessment capacity and was a person with whom the Executive had material dealings dealt in the course of the Employment during the Relevant Period;
(c) employ Duties and who by reason of such employment or engage engagement is likely to have knowledge of any person who is and was at the Termination Date employed trade secrets or engaged by Confidential Information of the Company in or any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; orGroup Company;
(d) so as to compete with the Company in any part of the Restricted Business seek to entice away from the Company or otherwise solicit or interfere with the relationship between the Company and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period;
14.1.2 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 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 the Executive or any other person, as being in any way connected with or interested in the any Group Company; or
(ciii) disclose, divulge, print, publish or communicate disclose to any person or persons whatsoever person, or make use of any Confidential Information.
14.2 Any period of Garden Leave served by the Executive pursuant to clause 12.6 shall reduce the 9 month period referred to in clause 14.1.1 by an equal period of time.
14.3 In the event that any one or any part of the restrictions set out in this clause shall be rendered or judged invalid or unenforceable such restriction or part shall be deemed to be severed from this agreement and such invalidity or unenforceability shall not in any way affect the validity of the remaining restrictions.
14.4 The Executive acknowledges that the restrictions contained in this clause shall operate for the benefit of any business carried on by the Company and such restrictions shall be enforceable against the Executive by any subsequent owner of the business carried on by the Company.
Appears in 1 contract
Obligations after employment. 14.1 17.1 The Executive shall not within the Restricted Area directly or indirectly, whether on the Executives own behalf or on behalf of another person:
14.1.1 for 17.1.1 without prior express consent in writing of the period Chief Executive (as referred to in clause 17.2) during the Restricted Period, hold any Material Interest in any business (including without limitation in any Customer) which is or shall be wholly or partly in competition with any of 9 months following the Termination Date:
Businesses including without limitation those listed in Schedule 3 and their respective subsidiaries and holding companies (aas defined in sections 736 and 736A of the Companies Act 1985) so as to compete with (being companies in which the parties acknowledge that the Executive would inevitably give her new employer an unfair advantage vis-à-vis the Company in any part view of the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during the Relevant Period a client her embedded knowledge of the Company with whom:
(i) the Executive shall have had material dealing in the course and those companies’ status as head-on competitors of the Employment at any time in the Relevant PeriodCompany;
(ii) any employee 17.1.2 without the prior express consent in writing of the Company who is under the Executives control shall have had material dealing Chief Executive (as referred to in the course of their employment with the Company clause 17.2) during the Relevant Restricted Period;
(iii) the Executive shall have had material dealings , hold any Material Interest in the course of the Employment at any time in the Relevant Period and whoperson, to the Executives knowledge, was at the Termination Date negotiating with the Company with a view to dealing with that firm or company as a client;
(b) solicit which requires or entice away or seek to solicit or entice away from the Company any person who is and was at the Termination Date employed or engaged might reasonably be thought by the Company to require her to disclose or make use of any Confidential Business Information in order properly to discharge her duties to or to further her interest in such person, firm or company;
17.1.3 without the prior express consent in writing of the Chief Executive (as referred to in clause 17.2) during the Restricted Period, seek in any part capacity whatsoever (either alone or jointly with any other person and whether on her own account or in partnership with others or as an officer employee agent of or consultant to any other person) any business, orders or custom for any Restricted Products or Restricted Services from any Customer;
17.1.4 without the prior express consent in writing of the Restricted Business Chief Executive (as referred to in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment clause 17.2) during the Relevant Restricted Period, accept in any capacity whatsoever (either alone or jointly with any other person and whether on her own account or in partnership with others or as an officer employee agent of or consultant to any other person) orders for any Restricted Products or Restricted Services from any Customer;
(c) employ or engage any person who is and was at the Termination Date employed or engaged by the Company in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; or
(d) so as to compete with the Company in any part of the Restricted Business seek to entice away from the Company or otherwise solicit or interfere with the relationship between the Company and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period;
14.1.2 17.1.5 at any time after the Termination Date:Date (either alone or jointly with any other person and whether on her own account or in partnership with others or as an officer employee agent of or consultant to any other person) interfere or seek to interfere or take such steps as may interfere with the continuance of supplies to the Company and/or any Group Company which are at the Termination Date or have within 12 months prior to the Termination Date been supplying goods, components, materials or supplies to the Company and/or any Group Company;
17.1.6 at any time before or after the Termination Date (aeither alone or jointly with any other person and whether on her own account or in partnership with others or as an officer employee agent of or consultant to any other person) induce or seek to induce by any means involving the disclosure or use of Confidential Business Information any customer Customer to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the Company or any Group Company;
17.1.7 for the period of 12 months after the Termination Date (beither alone or jointly with any other person and whether on her own account or in partnership with others or as an officer employee agent of or consultant to any other person) solicit or entice away or seek to solicit or entice away from the Company or any Group Company any person who is and was at the Termination Date employed by the Company or any Group Company to work in any of the Businesses as a director senior manager or salesperson and/or who reported directly or indirectly to the Executive;
17.1.8 at any time after the Termination Date represent herself or permit herself to be held out by any person firm or represented by the Executive or any other person, company as being in any way anyway connected with or interested in the Company; orCompany or any Group Company (save as the holder of Shares if such be the case);
17.1.9 at any time after the Termination Date disclose or make use of any Trade Secrets while such Trade Secrets remain in the nature of trade secrets.
17.2 The consent of the Chief Executive to the Executive having any interest or engaging in any of the matters referred to in clause 17.1.1, 17.1.2, 17.1.3 and/or 17.1.4 may be given subject to such terms and conditions as he may specify (ceach of which shall be deemed a condition of this Agreement) discloseand such consent if given may be revoked at any time. Provided that the Executive has provided the Chief Executive (and at all times kept him fully up to date and informed) on the basis of the utmost good faith with full particulars of the nature of any interest or other activity as referred to in clause 17.1.1, divulge17.1.2, print17.1.3 and/or 17.1.4, publish the consent of the Chief Executive to the Executive having any such interest or communicate undertaking any such activity shall not be unreasonably withheld or revoked where in the reasonable opinion of the Chief Executive the giving or failing to revoke consent would be:
17.2.1 immaterial in relation to the Businesses;
17.2.2 immaterial in relation to the level of business orders or custom for Restricted Products and/or Restricted Services from any Customer.
17.3 The Executive shall not at any time after the Termination Date directly or indirectly disclose to any person person, firm or persons whatsoever company or make use of any Confidential Business Information.
14.2 Any period of Garden Leave served by the Executive pursuant to clause 12.6 shall reduce the 9 month period referred to in clause 14.1.1 by an equal period of time.
14.3 In the event that any one or any part of the restrictions set out in this clause shall be rendered or judged invalid or unenforceable such restriction or part shall be deemed to be severed from this agreement and such invalidity or unenforceability shall not in any way affect the validity of the remaining restrictions.
14.4 17.4 The Executive acknowledges agrees that the restrictions contained in this clause shall operate clauses 17.1, 17.3 and 15 are reasonable and necessary for the benefit protection of any business carried on by legitimate interests of the Company and such each Group Company and that, having regard to those interests, those restrictions do not work harshly on her. It is nevertheless agreed that if any of those restrictions shall taken together or separately be enforceable against held to be void or ineffective for any reason but would be held to be valid and effective if part of the wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective.
17.5 The restrictions contained in each sub-clause of clauses 17.1, 17.3 and 15 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.
17.6 The Executive has given the undertakings contained in clauses 17.1, 17.3 and 15 to the Company for itself and as trustee for each Group Company and the Executive by any subsequent owner will at the request and cost of the business carried Company enter into direct undertakings with any Group Company which correspond to the undertakings in clauses 17.1, 17.3 and 15, or which are less onerous only to the extent necessary (in the opinion of the Company or its legal advisors) to ensure that such undertakings are valid and enforceable.
17.7 The Company shall not be entitled to rely on by the Companycovenants contained in clauses 17.1.1 to 17.1.8 (inclusive) if the Company has committed a repudiatory breach of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Walgreens Boots Alliance, Inc.)
Obligations after employment. 14.1 18.1. The Executive shall not directly or indirectly, whether on the Executives Executive's own behalf or on behalf of another person:
14.1.1 18.1.1. for the period of 9 months one year following the Termination Date:
(a) 18.1.1.1. so as to compete with the Company Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during the Relevant Period a client of the Company Group with whom:
(i) the Executive shall have had material dealing in the course of the Employment at any time in the Relevant Period;
(ii) any employee of the Company who is under the Executives control shall have had material dealing in the course of their employment with the Company during the Relevant Period;
(iii) 18.1.1.1.1. the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period and who, Period; or
18.1.1.1.2. to the Executives knowledge, Executive's knowledge any employee of the Group who is under the Executive's control shall have had material dealing in the course of their employment with the Group during the Relevant Period;
18.1.1.2. so as to compete with the Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away any person who was at the Termination Date negotiating with the Company Group with a view to dealing with that company as a clientclient and with whom:
18.1.1.2.1. the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period; or
18.1.1.2.2. the Executive's knowledge any employee of the Group who is under the Executive's control shall have had material dealings in the course of their employment with the Group during the Relevant Period;
(b) 18.1.1.3. solicit or entice away or seek to solicit or entice away from the Company Group any person who is and was at the Termination Date employed or engaged by the Company Group in any part of the Restricted Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period;Restricted
(c) employ or engage any person who is and was at the Termination Date employed or engaged by the Company in any part of the Restricted Exhibit 10.1 Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; or
(d) 18.1.1.4. so as to compete with the Company in any part of the Restricted Business seek to entice away from the Company Group or otherwise solicit or interfere with the relationship between the Company Group and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period;
14.1.2 18.1.2. at any time after the Termination Date:
(a) 18.1.2.1. induce or seek to induce by any means involving the disclosure or use of Confidential Information any customer to cease dealing with the Company Group or to restrict or vary the terms upon which it deals with the Company;
(b) 18.1.2.2. be held out or represented by the Executive or any other person, as being in any way connected with or interested in the CompanyGroup; or
(c) 18.1.2.3. disclose, divulge, print, publish divulge or communicate to any person or persons whatsoever or make use of any Confidential Information.
14.2 18.2. Any period of Garden Leave served by the Executive pursuant to clause 12.6 Clause 16.6 shall reduce the 9 month one-year period referred to in clause 14.1.1 Clause 18.1.1 by an equal period of time.
14.3 In the event that any one or any part of the restrictions set out in this clause shall be rendered or judged invalid or unenforceable such restriction or part shall be deemed to be severed from this agreement and such invalidity or unenforceability shall not in any way affect the validity of the remaining restrictions.
14.4 The Executive acknowledges that the restrictions contained in this clause shall operate for the benefit of any business carried on by the Company and such restrictions shall be enforceable against the Executive by any subsequent owner of the business carried on by the Company.
Appears in 1 contract
Samples: Employment Agreement (Quotient LTD)