Common use of Post Termination Covenants Clause in Contracts

Post Termination Covenants. 15.1 The Executive undertakes with the Company that he will not during the Restricted Period without the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly: 15.1.1 in competition with the Company, within the Restricted Area, be employed, engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15. 15.2 The Executive must not induce procure or assist any other person, firm, corporation or organisation to do anything which if done by the Executive would be a breach of any of the provisions of clause 15.1. 15.3 In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions will apply with such deletions as may be necessary to make it or them valid and effective.

Post Termination Covenants. 15.1 The Executive undertakes with the Company that he will not during the Restricted Period without the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly: 15.1.1 in competition with the Company, within the Restricted Area, be employed, engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15clause 15.1.6. 15.2 The Executive must not induce procure or assist any other person, firm, corporation or organisation to do anything which if done by the Executive would be a breach of any of the provisions of clause 15.1. 15.3 In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions will apply with such deletions as may be necessary to make it or them valid and effective.

Post Termination Covenants. 15.1 The Executive undertakes 14.1 You acknowledge that you have acquired or will acquire in the course of your employment with the Company confidential information, trade secrets and knowledge about the business operations, Customers and trade connections of the Group Companies and that he you will by virtue of your position be in a position to influence Customers and other employees, and you agree to enter into the restrictions in this clause for the purpose of protecting those interests, the goodwill and the stable trained workforce of the Group Companies. 14.2 You shall not during the Restricted Period without the prior written consent of the Company, Board (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date, whether directly or indirectly, on your own behalf, or on behalf of any person, firm or company in connection with any business which is or is intended or about to be competitive with the Restricted Business or in relation to the provision of any goods or services similar to or competitive with those sold or provided by himselfany Group Company in connection with the Restricted Business: (a) solicit or canvass the custom of any Customer; (b) solicit or canvass the custom of any Potential Customer; (c) deal with any Customer; (d) deal with any Potential Customer; (e) solicit or entice away or attempt to entice away from any Group Company any employee of such company with whom you have had dealings in the course of your employment at any time during the twelve months immediately prior to the Termination Date and who is employed by such company at the Termination Date in an executive, through his employees managerial or agents specialist capacity; (f) solicit or otherwise and whether canvass the custom of any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (g) deal with any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (h) endeavour to cause any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; to either cease to supply to any Group Company or to Back to Contents materially alter the terms of such supply in a manner detrimental to such company. 14.3 You shall not without the prior written consent of the Board (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date directly or indirectly on his your own behalf or on behalf of any other person, directly firm or indirectly: 15.1.1 in competition with the Company, company within the Restricted AreaTerritory set up, carry on, be employedemployed in, provide services to, be associated with or be engaged or otherwise interested in the in, whether as director, employee, principal, agent or otherwise, any business of researching into, developing, manufacturing, distributing, selling, supplying which is or otherwise dealing with Restricted Goods is intended or Restricted Services. This prohibition does not apply about to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition be competitive with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15Business. 15.2 14.4 The Executive must not induce procure or assist restrictions contained in this clause 14 shall be reduced by a period equivalent to any other person, firm, corporation or organisation to do anything which if done by the Executive would be a breach period of any of the provisions of suspension under clause 15.112.8 above. 15.3 In 14.5 The restrictions contained in this clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, . Each sub clause constitutes an entirely separate and independent restriction and the duration extent and application of each of the restrictions are adjudged to go beyond what no greater than is reasonable in all the circumstances necessary for the protection of the legitimate interests of the Company but would be adjudged reasonable if part Company. 14.6 The provisions of clause 14 shall not, at any time following the Termination Date, prevent you from holding shares or parts other capital not amounting to more than 3% of the wording were deletedtotal issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the relevant restriction seeking or restrictions will apply doing of business not in direct or indirect competition with such deletions as may be necessary to make it the business of the Company or them valid and effectiveany Group Company.

Post Termination Covenants. 15.1 13.1 The Executive Consultant undertakes with the Company that he will not during the Restricted Period without the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly: 15.1.1 13.1.1 in competition with the Company, within the Restricted Area, be employed, engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, into developing manufacturing distributing selling supplying or otherwise dealing with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent percent, of the issued shares or other securities of any class of any one company; 15.1.2 13.1.2 in competition with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 13.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 13.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 13.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment Services was a director or manager of the Company with whom the Executive Consultant had dealings during the Employment Services to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 13.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, developing manufacturing distributing selling supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment Services employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive Consultant in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15clause 13.1.6. 15.2 13.2 The Executive Consultant must not induce procure or assist any other person, firm, person firm corporation or organisation to do anything which if done by the Executive Consultant would be a breach of any of the provisions of clause 15.113.1. 15.3 13.3 In clause 15.1 13.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 13.4 The obligations undertaken by the Executive Consultant pursuant to clause 15 13, constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 13.5 The Executive Consultant undertakes with the Company that he will not at any time after the termination of the Employment Services in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, claim represent or otherwise indicate any past association with the Company to its detriment. 15.6 13.6 While the restrictions in clause 1513, on which the Executive Consultant has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions will apply with such deletions as may be necessary to make it or them valid and effective.

Post Termination Covenants. 15.1 The Executive undertakes 17.1 You acknowledge that you have acquired or will acquire in the course of your employment with the Company confidential information, trade secrets and knowledge about the business operations, customers and trade connections of the Group Companies and that he you will by virtue of your position be in a position to influence Customers and other employees, and you agree to enter into the restrictions in this clause for the purpose of protecting those interests, the goodwill and the stability of the workforce of the Group Companies. 17.2 You shall not during the Restricted Period without the prior written consent of the Company, Company (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date, whether directly or indirectly, on your own behalf, or on behalf of any person, firm or company in connection with any business which is or is intended or about to be competitive with the Restricted Business or in relation to the provision of any goods or services similar to or competitive with those sold or provided by himselfany Group Company in connection with the Restricted Business: Back to Contents (a) solicit or canvass the custom of any Customer; (b) solicit or canvass the custom of any Potential Customer; (c) deal with any Customer; (d) deal with any Potential Customer; (e) solicit or entice away or attempt to entice away from any Group Company any employee of such company with whom you have had dealings in the course of your employment at any time during the twelve months immediately prior to the Termination Date and who is employed by such company at the Termination Date in an executive, through his employees managerial or agents specialist capacity; (f) solicit or otherwise and whether canvass the custom of any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (g) deal with any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (h) endeavour to cause any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; to either cease to supply to any Group Company or to materially alter the terms of such supply in a manner detrimental to such company 17.3 You shall not without the prior written consent of the Company (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date directly or indirectly on his your own behalf or on behalf of any other person, directly firm or indirectly: 15.1.1 in competition with the Company, company within the Restricted AreaTerritory set up, carry on, be employedemployed in, provide services to, be associated with or be engaged or otherwise interested in the in, whether as director, employee, principal, agent or otherwise, any business of researching into, developing, manufacturing, distributing, selling, supplying which is or otherwise dealing with Restricted Goods is intended or Restricted Services. This prohibition does not apply about to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition be competitive with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15Business. 15.2 17.4 The Executive must not induce procure or assist restrictions contained in this clause 17 shall be reduced by a period equivalent to any other person, firm, corporation or organisation to do anything which if done by the Executive would be a breach period of any of the provisions of suspension under clause 15.115.7 above. 15.3 In 17.5 The restrictions contained in this clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, . Each sub clause constitutes an entirely separate and independent restriction and the duration extent and application of each of the restrictions are adjudged to go beyond what no greater than is reasonable in all the circumstances necessary for the protection of the legitimate interests of the Company but would be adjudged reasonable if part Company. 17.6 The provisions of clause 17 shall not, at any time following the Termination Date, prevent you from holding shares or parts other capital not amounting to more than 3% of the wording were deletedtotal issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the relevant restriction seeking or restrictions will apply doing of business not in direct or indirect competition with such deletions as may be necessary the business of the Company or any Group Company. Back to make it or them valid and effective.Contents

Post Termination Covenants. 15.1 The Executive undertakes with the Company that he will not during the Restricted Period without the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly: 15.1.1 in competition with the Company, within the Restricted Area, be employed, engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, into developing manufacturing distributing selling supplying or otherwise dealing with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent per cent. of the issued shares or other securities of any class of any one company; 15.1.2 in competition with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, developing manufacturing distributing selling supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15clause 15.1.6. 15.2 The Executive must not induce procure or assist any other person, firm, person firm corporation or organisation to do anything which if done by the Executive would be a breach of any of the provisions of clause 15.1. 15.3 In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 15, constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, claim represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 1517, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions will apply with such deletions as may be necessary to make it or them valid and effective.

Post Termination Covenants. 15.1 The Executive undertakes 16.1 You acknowledge that you have acquired or will acquire in the course of your employment with the Company confidential information, trade secrets and knowledge about the business operations, Customers and trade connections of the Group Companies and that he you will by virtue of your position be in a position to influence Customers and other employees, and you agree to enter into the restrictions in this clause for the purpose of protecting those interests, the goodwill and the stable trained workforce of the Group Companies. 16.2 You shall not during the Restricted Period without the prior written consent of the Company, Board (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date, whether directly or indirectly, on your own behalf, or on behalf of any person, firm or company in connection with any business which is or is intended or about to be competitive with the Restricted Business or in relation to the provision of any goods or services similar to or competitive with those sold or provided by himselfany Group Company in connection with the Restricted Business: (a) solicit or canvass the custom of any Customer; (b) solicit or canvass the custom of any Potential Customer; (c) deal with any Customer; (d) deal with any Potential Customer; (e) solicit or entice away or attempt to entice away from any Group Company any employee of such company with whom you have had dealings in the course of your employment at any time during the twelve months immediately prior to the Termination Date and who is employed by such company at the Termination Date in an executive, through his employees managerial or agents specialist capacity; Back to Contents (f) solicit or otherwise and whether canvass the custom of any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (g) deal with any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (h) endeavour to cause any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; to either cease to supply to any Group Company or to materially alter the terms of such supply in a manner detrimental to such company. 16.3 You shall not without the prior written consent of the Board (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date directly or indirectly on his your own behalf or on behalf of any other person, directly firm or indirectly: 15.1.1 in competition with the Company, company within the Restricted AreaTerritory set up, carry on, be employedemployed in, provide services to, be associated with or be engaged or otherwise interested in the in, whether as director, employee, principal, agent or otherwise, any business of researching into, developing, manufacturing, distributing, selling, supplying which is or otherwise dealing with Restricted Goods is intended or Restricted Services. This prohibition does not apply about to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition be competitive with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15Business. 15.2 16.4 The Executive must not induce procure or assist restrictions contained in this clause 16 shall be reduced by a period equivalent to any other person, firm, corporation or organisation to do anything which if done by the Executive would be a breach period of any of the provisions of suspension under clause 15.114.8 above. 15.3 In 16.5 The restrictions contained in this clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, . Each sub clause constitutes an entirely separate and independent restriction and the duration extent and application of each of the restrictions are adjudged to go beyond what no greater than is reasonable in all the circumstances necessary for the protection of the legitimate interests of the Company but would be adjudged reasonable if part Company. 16.6 The provisions of clause 16 shall not, at any time following the Termination Date, prevent you from holding shares or parts other capital not amounting to more than 3% of the wording were deletedtotal issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the relevant restriction seeking or restrictions will apply doing of business not in direct or indirect competition with such deletions as may be necessary to make it the business of the Company or them valid and effectiveany Group Company.

Post Termination Covenants. 15.1 The Executive undertakes 16.1 You acknowledge that you have acquired or will acquire in the course of your employment with the Company confidential information, trade secrets and knowledge about the business operations, Customers and trade connections of the Group Companies and that he you will by virtue of your position be in a position to influence Customers and other employees, and you agree to enter into the restrictions in this clause for the purpose of protecting those interests, the goodwill and the stable trained workforce of the Group Companies. Back to Contents 16.2 You shall not during the Restricted Period without the prior written consent of the Company, Board (such consent not to be unreasonably withheld) for a period of twelve months’ after the Termination Date, whether directly or indirectly, on your own behalf, or on behalf of any person, firm or company in connection with any business which is or is intended or about to be competitive with the Restricted Business or in relation to the provision of any goods or services similar to or competitive with those sold or provided by himselfany Group Company in connection with the Restricted Business: (a) solicit or canvass the custom of any Customer; (b) solicit or canvass the custom of any Potential Customer; (c) deal with any Customer; (d) deal with any Potential Customer; (e) solicit or entice away or attempt to entice away from any Group Company any employee of such company with whom you have had dealings in the course of your employment at any time during the twelve months immediately prior to the Termination Date and who is employed by such company at the Termination Date in an executive, through his employees managerial or agents specialist capacity; (f) solicit or otherwise and whether canvass the custom of any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (g) deal with any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; (h) endeavour to cause any Business Partner with whom you have had personal contact at any time during the twelve month period immediately prior to the Termination Date; to either cease to supply to any Group Company or to materially alter the terms of such supply in a manner detrimental to such company 16.3 You shall not without the prior written consent of the Board (such consent not to be unreasonably withheld) for a period of twelve months after the Termination Date directly or indirectly on his your own behalf or on behalf of any other person, directly firm or indirectly: 15.1.1 in competition with the Company, company within the Restricted AreaTerritory set up, carry on, be employedemployed in, provide services to, be associated with or be engaged or otherwise interested in the in, whether as director, employee, principal, agent or otherwise, any business of researching into, developing, manufacturing, distributing, selling, supplying which is or otherwise dealing with Restricted Goods is intended or Restricted Services. This prohibition does not apply about to the holding, directly or through nominees, of investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other securities of any class of any one company; 15.1.2 in competition be competitive with the Company, solicit business from or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services; 15.1.3 in competition with the Company, accept orders for Restricted Goods or Restricted Services from any Customer or Prospective Customer; 15.1.4 discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business with the Company on the best terms available to the Company; 15.1.5 solicit or induce or endeavour to solicit or induce any person who on the date of termination of the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or 15.1.6 employ or otherwise engage in the business of researching into developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers. References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant employee for the purposes of the interpretation of clause15Business. 15.2 16.4 The Executive must not induce procure or assist restrictions contained in this clause 16 shall be reduced by a period equivalent to any other person, firm, corporation or organisation period of suspension under clause 14.8 above. Back to do anything which if done by the Executive would be a breach of any of the provisions of Contents 16.5 The restrictions contained in this clause 15.1. 15.3 In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons. 15.4 The obligations undertaken by the Executive pursuant to clause 15 constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company. 15.5 The Executive undertakes with the Company that he will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company to its detriment. 15.6 While the restrictions in clause 15, on which the Executive has had the opportunity to take independent advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken together, . Each sub clause constitutes an entirely separate and independent restriction and the duration extent and application of each of the restrictions are adjudged to go beyond what no greater than is reasonable in all the circumstances necessary for the protection of the legitimate interests of the Company but would be adjudged reasonable if part Company. 16.6 The provisions of clause 16 shall not, at any time following the Termination Date, prevent you from holding shares or parts other capital not amounting to more than 3% of the wording were deletedtotal issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the relevant restriction seeking or restrictions will apply doing of business not in direct or indirect competition with such deletions as may be necessary to make it the business of the Company or them valid and effectiveany Group Company.