Post Termination Provisions. 16.1 The Appointee acknowledges that: (a) the Company and each Associated Company has a compelling business interest in preventing the use or disclosure of the Confidential Business Information in the event that, after the termination of his employment with the Company or any of its Associated Companies, he goes to work for or becomes affiliated with a competitor of the Company or of any of the Associated Companies or otherwise engages in business activities that are competitive with the Businesses; and (b) the Company and the Associated Companies are engaged in a highly competitive business and that, by virtue of the position in which he is employed by the Company or any of its Associated Companies, his engaging in or working for or with any business which is directly or indirectly competitive with the Businesses will cause the Company and the Associated Companies great and irreparable harm. 16.2 Accordingly, the Appointee covenants and agrees that he will not, directly or indirectly: (a) within the Restricted Area for a period of twelve (12) months after the Termination Date, without the prior written consent of the Board, in competition with the Company, engage, whether as director, officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business or activity of a similar nature to or, wholly or partly, in competition with any of the Businesses or engage in preparations for any activity prohibited by this sub-clause 16.2(a); (b) within the Restricted Area for a period of twelve (12) months after the Termination Date, without the prior written consent of the Board, in competition with the Company, engage whether as director officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business or activity (other than those to which sub-clause 16.2(a) above refers) which requires or might reasonably be thought by the Company to require him to publish, disclose or communicate in any manner or make use of any of the Confidential Business Information in order properly to discharge his duties to or to further his interest in such business. 16.3 Notwithstanding the provisions of sub-clause 16.2 should the Appointee desire to work for a competitor of the Company or of any Associated Company, or otherwise to compete with the Businesses or any of them following the Termination Date and prior to the expiry of the twelve (12) month period referred to in sub-clause 16.2, he agrees to give the Company not less than thirty (30) days advance notice, in writing, of his desire to engage in such competitive activity. In that event, the Company may agree, in its sole and unreviewable discretion, to waive its rights under sub-clause 16.2 above. The factors that the Company may consider in deciding whether to waive its rights under sub-clause 16.2 include, but are not limited to, the following: (a) the Appointee’s position and responsibilities with the Company or any of its Associated Companies; (b) the reason for the termination of the Appointee’s employment with the Company or any of its Associated Companies; (c) the length of time the Appointee was employed by the Company or any of its Associated Companies; (d) the nature of the Appointee’s new employment; and (e) the people or organisations affiliated with the planned competition. 16.4 The Appointee acknowledges that, by virtue of his employment with the Company or any of its Associated Companies, he will gain knowledge of the identity, characteristics and preferences of the Customers, among other Confidential Business Information, and that he would more likely than not have to draw on such Confidential Business Information if he were to solicit or service the Customers on behalf of a competing business enterprise. Accordingly, the Appointee covenants and agrees that he will not directly or indirectly: (a) for a period of twelve (12) months after the Termination Date in any capacity whatsoever seek any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information; (b) for a period of twelve (12) months after the Termination Date in any capacity whatsoever accept any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information. 16.5 The Appointee also agrees that he will not directly or indirectly: (a) for a period of twelve (12) months after the Termination Date, in any capacity whatsoever, hire or solicit or entice away or seek to hire or entice away from the Company or any Associated Company any person who is and was at the Termination Date an employee of the Company with whom the Appointee had material contact or dealings during the course of his employment hereunder or any employee who had material contact with customers or suppliers of the Company during the course of his employment with the Company or any Associated Company, or any person who was a director or manager responsible for sales, or a director or manager responsible for marketing or products or technology and with whom the Appointee had contact or dealings during the course of his employment hereunder; (b) at any time after the Termination Date seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods and/or services to the Company or any Associated Company or the terms of such supply; (c) at any time after the Termination Date represent himself or permit himself to be held out by any person, firm or company as being in any way connected with or interested in the Company or any Associated Company save to the extent of any shareholding in the Company or any Associated Company held by him for so long only as he holds the same; (d) at any time after the Termination Date disclose or communicate in any manner to any person, firm or company or make use of any of the Confidential Business Information (other than information which the Appointee is required to disclose by law). 16.6 In the event that the Appointee violates any of the provisions of clauses 10, 11, 12, 13, 14 or 15 and the Company initiates any proceeding against him in connection therewith, the time period of the restrictive covenants set forth above will be tolled until the final adjudication (by a court or arbitrator of competent jurisdiction) of any such proceedings. 16.7 If and when the Appointee departs from the Company, the Appointee may be required to attend an exit interview and sign an “Employee Exit Acknowledgement” to reaffirm his acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve (12) months following termination of the Appointee’s employment, the Appointee will notify the Company of any change in his address and of each subsequent employment or business activity, including the name and address of his employer or other post-Company employment plans and the nature of his activities.
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Post Termination Provisions. 16.1 15.1 The Appointee acknowledges that:
(a) the Company and each Associated Company has a compelling business interest in preventing the use or disclosure of the Confidential Business Information that he is likely in the event that, after the termination course of his employment with to obtain knowledge of trade secrets, know-how, business information and other confidential information relating to the Company or any of its Associated Companies, he goes to work for or becomes affiliated with a competitor Business (as defined below) and the business of the Company or of any Group Companies and their customers and suppliers and the Appointee agrees, in order to protect the Confidential Information, corporate contacts, trade secrets and business connections of the Associated Companies or otherwise engages in business activities that are competitive with the Businesses; and
(b) the Company and the Associated Companies are engaged in a highly competitive business and thatGroup, by virtue of the position in which he is employed by the Company or any of its Associated Companies, his engaging in or working for or with any business which is directly or indirectly competitive with the Businesses will cause the Company and the Associated Companies great and irreparable harm.
16.2 Accordingly, the Appointee covenants and agrees that he will notnot on his own behalf or on behalf of any other person, partnership, firm or company, directly or indirectly:
(a) within either in contemplation of the Restricted Area for a termination of his employment or during the period of twelve (12) months after following the Termination End Date, without the prior written consent of the Board, be engaged in competition with the Company, engage, whether as director, officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business which competes with or activity is preparing to compete with the Company Business, provided that nothing in this clause will prevent the Appointee from directly or indirectly holding for investment purposes only not more than 1% in nominal value of a similar nature to or, wholly or partly, any class of securities of any company quoted and/or dealt in competition with on any of the Businesses or engage in preparations for any activity prohibited by this sub-clause 16.2(a)recognised securities exchange;
(b) within either in contemplation of the Restricted Area for a termination of his employment or during the period of twelve (12) months after following the Termination End Date, without the prior written consent of the Board, in competition with canvass or solicit or endeavour to canvass or solicit away from the Company, engage whether as director officerthe custom, employee, consultant, partner, principal, agent order or otherwise, or participate or be concerned or interested in any business or activity (other than those to which sub-clause 16.2(a) above refers) which requires or might reasonably be thought by the Company to require him to publish, disclose or communicate in any manner or make use of any of person, partnership, firm or company which is or was at any time during the Confidential Business Information in order properly twelve months prior to discharge his duties to or to further his interest in such business.
16.3 Notwithstanding the provisions of sub-clause 16.2 should the Appointee desire to work for End Date a competitor customer of the Company or of any Associated Group Company, or otherwise to compete a prospective customer with the Businesses or any of them following the Termination Date and prior to the expiry of the twelve (12) month period referred to in sub-clause 16.2, he agrees to give the Company not less than thirty (30) days advance notice, in writing, of his desire to engage in such competitive activity. In that event, the Company may agree, in its sole and unreviewable discretion, to waive its rights under sub-clause 16.2 above. The factors that the Company may consider in deciding whether to waive its rights under sub-clause 16.2 include, but are not limited to, the following:
(a) the Appointee’s position and responsibilities with which the Company or any Group Company was in advanced negotiations, with whom or which the Appointee had significant business contact or dealings in the course of its Associated Companies;
(b) his employment during that twelve-month period immediately prior to the reason for End Date or in relation to whose requirements the termination Appointee had Confidential Information of a material kind on the Appointee’s employment with the Company or any of its Associated CompaniesEnd Date;
(c) the length of time the Appointee was employed by the Company or any of its Associated Companies;
(d) the nature either in contemplation of the Appointee’s new employment; and
(e) the people or organisations affiliated with the planned competition.
16.4 The Appointee acknowledges that, by virtue termination of his employment with or during the Company or any of its Associated Companies, he will gain knowledge of the identity, characteristics and preferences of the Customers, among other Confidential Business Information, and that he would more likely than not have to draw on such Confidential Business Information if he were to solicit or service the Customers on behalf of a competing business enterprise. Accordingly, the Appointee covenants and agrees that he will not directly or indirectly:
(a) for a period of twelve (12) months after following the Termination Date in End Date, interfere or seek to interfere with the supply to the Company or any capacity whatsoever Group Company of any goods or services by any supplier who, during the twelve months preceding the End Date, supplied goods or services to the Company or such Group Company, nor will the Appointee interfere or seek any business, orders to interfere with the continuance of such supply or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Informationthe terms on which such supply has during such period as stated above been made;
(bd) for a either in contemplation of the termination of his employment or during the period of twelve (12) months after following the Termination Date in any capacity whatsoever accept any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information.
16.5 The Appointee also agrees that he will not directly or indirectly:
(a) for a period of twelve (12) months after the Termination End Date, in any capacity whatsoeverentice, hire solicit or endeavour to entice or solicit away any person who was during the Appointees employment with the Company employed or entice away or seek to hire or entice away from engaged by the Company or any Associated Group Company at any person who is and was at time during the Termination six-month period immediately preceding the End Date either as a director or consultant or an employee of in a managerial or executive capacity or key sales or key technical position over whom the Company Appointee exercised control or with whom the Appointee had material significant business contact or dealings during the course of his the Appointee’s employment hereunder or any employee who had material contact with customers or suppliers of in the Company during six-month period immediately prior to the course of his employment with the Company or any Associated Company, or any person who was a director or manager responsible for sales, or a director or manager responsible for marketing or products or technology and with whom the Appointee had contact or dealings during the course of his employment hereunder;End Date; and
(b) at any time after the Termination Date seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods and/or services to the Company or any Associated Company or the terms of such supply;
(ce) at any time after the Termination Date represent himself or permit himself to be held out by any person, firm or company as being in any way connected with or interested in the Company or any Associated Company save to the extent of any shareholding in the Company or any Associated Company held by him for so long only as he holds the same;
(d) at any time after the Termination Date disclose or communicate in any manner to any person, firm or company or make use of any business of the Confidential Business Information (other than information which the Appointee is required to disclose by law)Group.
16.6 In 15.2 For the event that the Appointee violates any purpose of the provisions of clauses 10, 11, 12, 13, 14 or 15 and the Company initiates any proceeding against him in connection therewith, the time period of the restrictive covenants set forth above will be tolled until the final adjudication (by a court or arbitrator of competent jurisdiction) of any such proceedings.
16.7 If and when the Appointee departs from the Company, the Appointee may be required to attend an exit interview and sign an “Employee Exit Acknowledgement” to reaffirm his acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve (12) months following termination of the Appointee’s employment, the Appointee will notify the Company of any change in his address and of each subsequent employment or business activity, including the name and address of his employer or other post-Company employment plans and the nature of his activities.clause 14:
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Post Termination Provisions. 16.1 14.1 The Appointee acknowledges that:
(a) the Company and each Associated Company has a compelling business interest in preventing the use or disclosure of the Confidential Business Information that he is likely in the event that, after the termination course of his employment with to obtain knowledge of trade secrets, know-how, business information and other confidential information relating to the Company or any of its Associated Companies, he goes to work for or becomes affiliated with a competitor Business (as defined below) and the business of the Company or of any Group Companies and their customers and suppliers and the Appointee agrees, in order to protect the Confidential Information, corporate contacts, trade secrets and business connections of the Associated Companies or otherwise engages in business activities that are competitive with the Businesses; and
(b) the Company and the Associated Companies are engaged in a highly competitive business and thatGroup, by virtue of the position in which he is employed by the Company or any of its Associated Companies, his engaging in or working for or with any business which is directly or indirectly competitive with the Businesses will cause the Company and the Associated Companies great and irreparable harm.
16.2 Accordingly, the Appointee covenants and agrees that he will notnot on his own behalf or on behalf of any other person, partnership, firm or company, directly or indirectly:
(a) within either in contemplation of the Restricted Area for a termination of his employment or during the period of twelve six (126) months after following the Termination End Date, without the prior written consent of the Board, be engaged in competition with the Company, engage, whether as director, officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business which competes with or activity is preparing to compete with the Company Business, provided that nothing in this clause will prevent the Appointee from directly or indirectly holding for investment purposes only not more than 1% in nominal value of a similar nature to or, wholly or partly, any class of securities of any company quoted and/or dealt in competition with on any of the Businesses or engage in preparations for any activity prohibited by this sub-clause 16.2(a)recognised securities exchange;
(b) within either in contemplation of the Restricted Area for a termination of his employment or during the period of twelve six (126) months after following the Termination End Date, without the prior written consent of the Board, in competition with canvass or solicit or endeavour to canvass or solicit away from the Company, engage whether as director officerthe custom, employee, consultant, partner, principal, agent order or otherwise, or participate or be concerned or interested in any business or activity (other than those to which sub-clause 16.2(a) above refers) which requires or might reasonably be thought by the Company to require him to publish, disclose or communicate in any manner or make use of any of person, partnership, firm or company which is or was at any time during the Confidential Business Information in order properly twelve months prior to discharge his duties to or to further his interest in such business.
16.3 Notwithstanding the provisions of sub-clause 16.2 should the Appointee desire to work for End Date a competitor customer of the Company or of any Associated Group Company, or otherwise to compete a prospective customer with the Businesses or any of them following the Termination Date and prior to the expiry of the twelve (12) month period referred to in sub-clause 16.2, he agrees to give the Company not less than thirty (30) days advance notice, in writing, of his desire to engage in such competitive activity. In that event, the Company may agree, in its sole and unreviewable discretion, to waive its rights under sub-clause 16.2 above. The factors that the Company may consider in deciding whether to waive its rights under sub-clause 16.2 include, but are not limited to, the following:
(a) the Appointee’s position and responsibilities with which the Company or any Group Company was in advanced negotiations, with whom or which the Appointee had significant business contact or dealings in the course of its Associated Companieshis employment during that twelve-month period immediately prior to the End Date or in relation to whose requirements the Appointee had Confidential Information of a material kind on the End Date;
(bc) the reason for either in contemplation of the termination of his employment or during the period of six (6) months following the End Date, interfere or seek to interfere with the supply to the Company or any Group Company of any goods or services by any supplier who, during the twelve months preceding the End Date, supplied goods or services to the Company or such Group Company, nor will the Appointee interfere or seek to interfere with the continuance of such supply or the terms on which such supply has during such period as stated above been made;
(d) either in contemplation of the termination of his employment or during the period of six (6) months following the End Date, entice, solicit or endeavour to entice or solicit away any person who was during the Appointee’s employment with the Company employed or any of its Associated Companies;
(c) the length of time the Appointee was employed engaged by the Company or any of its Associated Companies;
(d) Group Company at any time during the nature of six-month period immediately preceding the Appointee’s new employment; and
(e) the people End Date either as a director or organisations affiliated with the planned competition.
16.4 The Appointee acknowledges that, by virtue of his employment with the Company consultant or any of its Associated Companies, he will gain knowledge of the identity, characteristics and preferences of the Customers, among other Confidential Business Information, and that he would more likely than not have to draw on such Confidential Business Information if he were to solicit an employee in a managerial or service the Customers on behalf of a competing business enterprise. Accordingly, executive capacity or key sales or key technical position over whom the Appointee covenants and agrees that he will not directly exercised control or indirectly:
(a) for a period of twelve (12) months after the Termination Date in any capacity whatsoever seek any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information;
(b) for a period of twelve (12) months after the Termination Date in any capacity whatsoever accept any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information.
16.5 The Appointee also agrees that he will not directly or indirectly:
(a) for a period of twelve (12) months after the Termination Date, in any capacity whatsoever, hire or solicit or entice away or seek to hire or entice away from the Company or any Associated Company any person who is and was at the Termination Date an employee of the Company with whom the Appointee had material significant business contact or dealings during the course of his the Appointee’s employment hereunder or any employee who had material contact with customers or suppliers of in the Company during six-month period immediately prior to the course of his employment with the Company or any Associated Company, or any person who was a director or manager responsible for sales, or a director or manager responsible for marketing or products or technology and with whom the Appointee had contact or dealings during the course of his employment hereunder;End Date; and
(b) at any time after the Termination Date seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods and/or services to the Company or any Associated Company or the terms of such supply;
(ce) at any time after the Termination Date represent himself or permit himself to be held out by any person, firm or company as being in any way connected with or interested in the Company or any Associated Company save to the extent of any shareholding in the Company or any Associated Company held by him for so long only as he holds the same;
(d) at any time after the Termination Date disclose or communicate in any manner to any person, firm or company or make use of any business of the Confidential Business Information (other than information which the Appointee is required to disclose by law)Group.
16.6 In 14.2 For the event that the Appointee violates any purpose of the provisions of clauses 10, 11, 12, 13, 14 or 15 and the Company initiates any proceeding against him in connection therewith, the time period of the restrictive covenants set forth above will be tolled until the final adjudication (by a court or arbitrator of competent jurisdiction) of any such proceedings.
16.7 If and when the Appointee departs from the Company, the Appointee may be required to attend an exit interview and sign an “Employee Exit Acknowledgement” to reaffirm his acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve (12) months following termination of the Appointee’s employment, the Appointee will notify the Company of any change in his address and of each subsequent employment or business activity, including the name and address of his employer or other post-Company employment plans and the nature of his activities.clause 14:
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Post Termination Provisions. 16.1 The Appointee acknowledges that:
(a) the Company and each Associated Company has a compelling business interest in preventing the use or disclosure of the Confidential Business Information in the event that, after the termination of his employment with the Company or any of its Associated Companies, he goes to work for or becomes affiliated with a competitor of the Company or of any of the Associated Companies or otherwise engages in business activities that are competitive with the Businesses; and
(b) the Company and the Associated Companies are engaged in a highly competitive business and that, by virtue of the position in which he is employed by the Company or any of its Associated Companies, his engaging in or working for or with any business which is directly or indirectly competitive with the Businesses will cause the Company and the Associated Companies great and irreparable harm.
16.2 Accordingly, the Appointee covenants and agrees that he will not, directly or indirectly:
(a) within the Restricted Area for a period of twelve (12) months after the Termination Date, without the prior written consent of the Board, in competition with the Company, engage, whether as director, officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business or activity of a similar nature to or, wholly or partly, in competition with any of the Businesses or engage in preparations for any activity prohibited by this sub-clause 16.2(a);
(b) within the Restricted Area for a period of twelve (12) months after the Termination Date, without the prior written consent of the Board, in competition with the Company, engage whether as director officer, employee, consultant, partner, principal, agent or otherwise, or participate or be concerned or interested in any business or activity (other than those to which sub-clause 16.2(a) above refers) which requires or might reasonably be thought by the Company to require him to publish, disclose or communicate in any manner or make use of any of the Confidential Business Information in order properly to discharge his duties to or to further his interest in such business.
16.3 Notwithstanding the provisions of sub-clause 16.2 should the Appointee desire to work for a competitor of the Company or of any Associated Company, or otherwise to compete with the Businesses or any of them following the Termination Date and prior to the expiry of the twelve (12) month period referred to in sub-clause 16.2, he agrees to give the Company not less than thirty (30) days advance notice, in writing, of his desire to engage in such competitive activity. In that event, the Company may agree, in its sole and unreviewable discretion, to waive its rights under sub-clause 16.2 above. The factors that the Company may consider in deciding whether to waive its rights under sub-clause 16.2 include, but are not limited to, the following:
(a) the Appointee’s position and responsibilities with the Company or any of its Associated Companies;
(b) the reason for the termination of the Appointee’s employment with the Company or any of its Associated Companies;
(c) the length of time the Appointee was employed by the Company or any of its Associated Companies;
(d) the nature of the Appointee’s new employment; and
(e) the people or organisations affiliated with the planned competition.
16.4 The Appointee acknowledges that, by virtue of his employment with the Company or any of its Associated Companies, he will gain knowledge of the identity, characteristics and preferences of the Customers, among other Confidential Business Information, and that he would more likely than not have to draw on such Confidential Business Information if he were to solicit or service the Customers on behalf of a competing business enterprise. Accordingly, the Appointee covenants and agrees that he will not directly or indirectly:
(a) for a period of twelve (12) months after the Termination Date in any capacity whatsoever seek any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information;; Execution Copy
(b) for a period of twelve (12) months after the Termination Date in any capacity whatsoever accept any business, orders or custom for any Restricted Products or Restricted Services from any Customer with whom he had a material business relationship and/or in respect of whom he had Confidential Information.
16.5 The Appointee also agrees that he will not directly or indirectly:
(a) for a period of twelve (12) months after the Termination Date, in any capacity whatsoever, hire or solicit or entice away or seek to hire or entice away from the Company or any Associated Company any person who is and was at the Termination Date an employee of the Company with whom the Appointee had material contact or dealings during the course of his employment hereunder or any employee who had material contact with customers or suppliers of the Company during the course of his employment with the Company or any Associated Company, or any person who was a director or manager responsible for sales, or a director or manager responsible for marketing or products or technology and with whom the Appointee had contact or dealings during the course of his employment hereunder;
(b) at any time after the Termination Date seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods and/or services to the Company or any Associated Company or the terms of such supply;
(c) at any time after the Termination Date represent himself or permit himself to be held out by any person, firm or company as being in any way connected with or interested in the Company or any Associated Company save to the extent of any shareholding in the Company or any Associated Company held by him for so long only as he holds the same;
(d) at any time after the Termination Date disclose or communicate in any manner to any person, firm or company or make use of any of the Confidential Business Information (other than information which the Appointee is required to disclose by law).
16.6 In the event that the Appointee violates any of the provisions of clauses 10, 11, 12, 13, 14 or 15 and the Company initiates any proceeding against him in connection therewith, the time period of the restrictive covenants set forth above will be tolled until the final adjudication (by a court or arbitrator of competent jurisdiction) of any such proceedings.
16.7 If and when the Appointee departs from the Company, the Appointee may be required to attend an exit interview and sign an “Employee Exit Acknowledgement” to reaffirm his acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve (12) months following termination of the Appointee’s employment, the Appointee will notify the Company of any change in his address and of each subsequent employment or business activity, including the name and address of his employer or other post-Company employment plans and the nature of his activities.
Appears in 1 contract
