Common use of Post-Termination Restrictions Clause in Contracts

Post-Termination Restrictions. a. In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive have access as a result of their Employment, the Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive shall not: i. for 12 month(s) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or ii. for 12 month(s) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. for 12 month(s) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. at any time after termination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. None of the post-termination restrictions in this Section shall prevent the Executive from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive were not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination. c. If the Executive receives an offer to be involved in a business concern in any capacity during Employment, or before the expiry of the last of the covenants in this Section, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. The Company and the Executive entered into the restrictions in this clause having had the opportunity to be separately legally advised. e. In the event that the Company exercises its rights under section 3(b) of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(a) apply.

Post-Termination Restrictions. a. In order 15.1 The parties to protect this agreement agree and acknowledge that it is reasonable and necessary for the protection of the Confidential Information, goodwill, stable workforce, trade secrets and business trade connections of the Company Business that you should be restrained in the terms of the covenants set out in this clause from making available or using for the benefit of yourself or a competitor or potential competitor Confidential Information or trade connections which you have obtained and each Group Company are likely to which obtain in the Executive have access course of your employment as a result an executive of their Employmentthe Company. Accordingly, the Executive covenants you covenant with the Company that you will not (other than for itself and as trustee and agent for each Group Company) that the Executive shall not: i. for 12 month(s) after termination on behalf of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company company in the Group) without the prior written consent of the Board (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate interests of the Group) directly or indirectly at any time:- (a) during the Restriction Period be engaged or concerned or interested or participate in a business the same as or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with the Business or relevant part thereof anywhere in any Restricted Business; or ii. for 12 month(s) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away Territory provided always that this paragraph shall not restrain you from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. for 12 month(s) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. at any time after termination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. None of the post-termination restrictions in this Section shall prevent the Executive from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar in so far as your duties or work shall relate solely to to:- (i) geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted the Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to (ii) services or activities of a kind with which the Executive you were not concerned to a material extent during the Protected Period; (b) during the Restriction Period in competition with the Business, solicit business from or canvass any Customer or Prospective Customer in respect of any business in competition with the Business; (c) during the Restriction Period in competition with the Business, accept orders in respect of any business that is in competition with the Business from any Customer or Prospective Customer or have any business dealings concerning any business that is in competition with the Business with any Customer or Prospective Customer; (d) during the Restriction Period solicit or induce or endeavour to solicit or induce any Senior Executive to cease working for, being a director of or providing services to the Company or any Group Company, whether or not any such person would thereby commit a breach of contract; and/or (e) during the Restriction Period seek to entice away from the Company and did any Group Company or interfere with the relationship between the Company and any Group Company and a Restricted Supplier. Nothing contained in clause 15.1 shall be deemed to prohibit you from the seeking or doing of any activities not have Confidential Information regarding in direct or indirect competition with the Business. 15.2 Should the Company exercise its power(s) pursuant to clause 2.3 above in the 12 months before Terminationperiod immediately preceding the Termination Date, then the periods specified in clause 15.1 shall be respectively reduced by the duration of any such action. c. If the Executive receives an offer to be involved in a business concern in any capacity during Employment, or before the expiry of the last of the covenants in this Section, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. 15.3 The Company and the Executive entered into the restrictions in this clause having (on which you have had the opportunity to take independent advice as you hereby acknowledge) are considered by the parties to be separately legally advisedreasonable in all the circumstances. It is agreed that, if any such restrictions should be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any company in the Group but they would be reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion or deletions as may be necessary to make it or them valid and effective. e. In the event that 15.4 You agree that: (a) during your employment, if you receive from any person a formal written offer of employment or other engagement, you shall notify the Company exercises its rights under section 3(bof such offer and the identity of such person; (b) during the continuance in force of all or any of restrictions set out in clause 15.1, if you receive from any person a formal written offer of employment or other engagement which you are proposing to accept, you shall notify the Company (immediately before any acceptance) of such offer and the identity of such person; and you shall make the substance of the restrictions contained in this agreement then known to the person making such offer 15.5 You hereby undertake to the Company that you will not at any period time: (a) during the continuance, or after the termination, of notice under that section shall your employment engage in any other trade or business or be set off against and therefore reduce associated with any other person, firm or company engaged in any trade or business using or incorporating the periods name(s) On Demand or Demand; (b) after the termination of your employment claim, represent or otherwise indicate any present association with the Company or any Group Company or for which the restrictions in section 17(a) applypurpose of carrying on or retaining any business or custom, claim, represent or otherwise indicative any past association with the Company or any Group Company to its or their detriment.

Post-Termination Restrictions. a. 30.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company to which the Executive you have access as a result of their Employmentyour employment, the Executive covenants you covenant with the Company (for itself and as trustee and agent for each Group Company) that the Executive you shall not, without the prior written consent of the Company (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate business interests of the Company and each Group Company) at any time within the Restricted Period: i. for 12 month(s30.1.1 be involved in any Capacity with any business concern which is (or intends to be) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s) after termination 30.1.2 in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination30.1.3 in relation to any Restricted Business, be involved in any Capacity with either on your own account or on behalf of any business concern which is (deal with a Supplier; or 30.1.4 solicit or intends endeavour to be) entice away from the Company or any Group Company the business or custom of a Restricted Client with a view to providing goods or services to that Restricted Client in competition with any Restricted Business; or iv. for 12 month(s) after termination, 30.1.5 be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer Client in the course of any business concern which is in competition with any Restricted Business; or v. 30.1.6 at any time after terminationTermination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 30.2 None of the post-termination restrictions in this Section clause 30.1 shall prevent the Executive you from: i. 30.2.1 holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. 30.2.2 being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive you were not concerned to a material extent and did not have Confidential Information regarding at any time in the 12 months before TerminationRelevant Period; or 30.2.3 being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business. c. 30.3 The restrictions imposed by this clause 30 apply to you acting: 30.3.1 directly or indirectly; and 30.3.2 on your own behalf or on behalf of, or in conjunction with, any firm, company or person. 30.4 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentyour employment, or before the prior to expiry of the last of the covenants in this SectionRestricted Period, the Executive you shall give the person making the offer a copy of this Section clause 30 and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. The 30.5 Without prejudice to any claim for damages or any other remedy which may be available to the Company, the parties agree that the Company and shall be entitled to seek injunctive or other equitable relief in relation to any breach of clause 30.1, it being acknowledged that an award of damages might not be an adequate remedy in the Executive entered into event of such a breach. 30.6 Each of the restrictions in this clause having had the opportunity 30 is intended to be separately legally advisedseparate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. e. In 30.7 You will, at the event that request and expense of the Company exercises its rights under section 3(b) of this Company, enter into a separate agreement then with any period of notice under that section shall Group Company, in which agreement you agree to be set off against and therefore reduce the periods for which the bound by restrictions corresponding to those restrictions in section 17(athis clause 30 (or such of those restrictions as may be appropriate) applyin relation to that Group Company.

Post-Termination Restrictions. a. 20.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company Undertaking to which the Executive have he has access as a result of their Employmentthe Appointment, the Executive Employee covenants with the Company (for itself and as trustee and agent for each Group CompanyUndertaking) that the Executive he shall not: i. not for 12 month(smonths after Termination: ​ ​ (a) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company Undertaking the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s(b) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company Undertaking any Restricted Person; or; iii. for 12 month(s(c) after terminationin the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; (d) be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. for 12 month(s(e) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. , or at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company Undertaking in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings with any supplier, partner; registered business names or other business doing business trading names associated with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group CompanyUndertaking. b. 20.2 None of the post-termination restrictions in this Section clause 20.1 shall prevent the Executive Employee from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or; ii. (b) being engaged or concerned in any business concern insofar as your the Employee's duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (c) being engaged or concerned in any business concern, provided that your the Employee's duties or work shall relate solely to services or activities of a kind with which the Executive were Employee was not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination. c. 20.3 The restrictions imposed on the Employee by this clause 20 apply to him acting: (a) directly or indirectly; and (b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person. 20.4 The period for which the restriction in clause 20.1 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination. ​ 20.5 If the Executive Employee receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 20, the Executive Employee shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerclause 20. d. 20.6 The Company and the Executive Employee entered into the restrictions in this clause 20 having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 20.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 20 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 20.8 If the Employee's employment is transferred to any firm, company, person or entity other than a Group Undertaking (the "New Employer") applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 20, protecting the confidential information, trade secrets and business connections of the New Employer. 20.9 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Undertaking in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 20 (or such of those restrictions as the Company deems appropriate) in relation to that Group Undertaking.

Post-Termination Restrictions. a. 15.1 In order to protect the Confidential Information, trade secrets Information and any Group Company's business connections of the Company and each Group Company to which the Executive you have access as a result of their Employmentthe Appointment, the Executive covenants you covenant with the Company us (for itself on our own behalf and as trustee and agent for each Group Company) that the Executive you shall not: i. for 12 month(s(a) For twelve months after termination of employment with the Company, however causedTermination, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. (b) for 12 month(s) twelve months after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. (c) for 12 month(s) twelve months after terminationTermination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. (d) at any time after terminationTermination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings registered names or trading names associated with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 15.2 None of the post-termination restrictions in this Section clause 15.1 shall prevent the Executive you from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (b) being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (c) being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive you were not concerned to a material extent and did not have Confidential Information regarding in the 12 twelve months before Termination. c. 15.3 The restrictions imposed on you by this clause 15 apply to you acting: (a) directly or indirectly; and (b) on your own behalf or on behalf of, or in conjunction with, any firm, company or person. 15.4 The periods for which the restrictions in clause 15.1 apply shall be reduced by any period that you spend on Garden Leave immediately before Termination. 15.5 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 15, the Executive you shall give the person making the offer a copy of this Section clause 15 and shall tell the Company us the identity of that person as soon as possible after accepting the offer. d. 15.6 The Company and the Executive parties entered into the restrictions in this clause 15 having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 15.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 15 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 15.8 If your employment is transferred to any firm, company, person or entity other than a Group Company (the "New Employer") applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, you will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 15, protecting the confidential information, trade secrets and business connections of the New Employer. 15.9 You will, at our request and expense, enter into a separate agreement with any Group Company in which you agree to be bound by restrictions corresponding to those restrictions in this clause 15 (or such of those restrictions as may be appropriate) in relation to that Group Company.

Post-Termination Restrictions. a. 13.1 In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive have Consultant Company and/or Individual has access as a result of their Employmentthe Engagement, the Executive Consultant Company covenants with the Company (for itself and as trustee and agent for each Group Company) shall procure that the Executive shall notIndividual also enters into similar covenants benefiting the Company that neither the Consultant Company nor the Individual shall: i. (a) for 12 month(s) months after termination of employment with the Company, however caused, Termination solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or ii. (b) for 12 month(s) months after termination Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. (c) for 12 month(s) months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. (d) for 12 month(s) months after termination, Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. (e) at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 13.2 None of the post-termination restrictions in this Section Clause 13 shall prevent the Executive Consultant Company or the Individual from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (a) being engaged or concerned in any business concern insofar as your the Consultant’s duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (b) being engaged or concerned in any business concern, provided that your the Consultant’s duties or work shall relate solely to services or activities of a kind with which the Executive were Consultant Company or the Individual was not concerned to a material extent and did not have Confidential Information regarding in the 12 twelve (12) months before prior to Termination. c. If 13.3 The restrictions imposed on the Executive receives an offer Consultant Company and Individual by Clause 13.1 apply to be involved in a business concern in any capacity during Employmenteither of them acting: (a) directly or indirectly including through legal or natural persons under his control or related to him; and (b) on his own behalf or on behalf of, or before the expiry of the last of the covenants in this Sectionconjunction with, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerany firm, company or person. d. The Company and the Executive entered into 13.4 Each of the restrictions in this clause having had the opportunity Clause 13 is intended to be separately legally advised. e. In separate and severable. If any of the event that the Company exercises its rights under section 3(b) of this agreement then any period of notice under that section restrictions shall be set off against and therefore reduce the periods for which the restrictions in section 17(a) applyheld to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

Post-Termination Restrictions. a. 13.1 In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive have Consultant Company and/or Individual has access as a result of their Employmentthe Engagement, the Executive Consultant Company covenants with the Company (for itself and as trustee and agent for each Group Company) shall procure that the Executive shall notIndividual also enters into similar covenants benefiting the Company that neither the Consultant Company nor the Individual shall: i. (a) for 12 month(s) months after termination of employment with the Company, however caused, Termination solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or ii. (b) for 12 month(s) months after termination Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. (c) for 12 month(s) months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. (d) for 12 month(s) months after termination, Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. (e) at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 13.2 None of the post-termination restrictions in this Section Clause 13 shall prevent the Executive Consultant Company or the Individual from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (a) being engaged or concerned in any business concern insofar as your the Consultant's duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (b) being engaged or concerned in any business concern, provided that your the Consultant's duties or work shall relate solely to services or activities of a kind with which the Executive were Consultant Company or the Individual was not concerned to a material extent and did not have Confidential Information regarding in the 12 twelve (12) months before prior to Termination. c. If 13.3 The restrictions imposed on the Executive receives an offer Consultant Company and Individual by Clause 13.1 apply to be involved in a business concern in any capacity during Employmenteither of them acting: (a) directly or indirectly including through legal or natural persons under his control or related to him; and (b) on his own behalf or on behalf of, or before the expiry of the last of the covenants in this Sectionconjunction with, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerany firm, company or person. d. The Company and the Executive entered into 13.4 Each of the restrictions in this clause having had the opportunity Clause 13 is intended to be separately legally advised. e. In separate and severable. If any of the event that the Company exercises its rights under section 3(b) of this agreement then any period of notice under that section restrictions shall be set off against and therefore reduce the periods for which the restrictions in section 17(a) applyheld to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

Post-Termination Restrictions. a. 30.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company to which the Executive you have access as a result of their Employmentyour employment, the Executive covenants you covenant with the Company (for itself and as trustee and agent for each Group Company) that the Executive you shall not, without the prior written consent of the Company (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate business interests of the Company and each Group Company) at any time within the Restricted Period: i. for 12 month(s30.1.1 be involved in any Capacity with any business concern which is (or intends to be) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s) after termination 30.1.2 in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination30.1.3 in relation to any Restricted Business, be involved in any Capacity with either on your own account or on behalf of any business concern which is (deal with a Supplier; or 30.1.4 solicit or intends endeavour to be) entice away from the Company or any Group Company the business or custom of a Restricted Client with a view to providing goods or services to that Restricted Client in competition with any Restricted Business; oror -8- 12/12/2014 iv. for 12 month(s) after termination, 30.1.5 be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer Client in the course of any business concern which is in competition with any Restricted Business; or v. 30.1.6 at any time after terminationTermination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 30.2 None of the post-termination restrictions in this Section clause 30.1 shall prevent the Executive you from: i. 30.2.1 holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. 30.2.2 being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive you were not concerned to a material extent and did not have Confidential Information regarding at any time in the 12 months before TerminationRelevant Period; or 30.2.3 being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business. c. 30.3 The restrictions imposed by this clause 30 apply to you acting: 30.3.1 directly or indirectly; and 30.3.2 on your own behalf or on behalf of, or in conjunction with, any firm, company or person. 30.4 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentyour employment, or before the prior to expiry of the last of the covenants in this SectionRestricted Period, the Executive you shall give the person making the offer a copy of this Section clause 30 and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. The 30.5 Without prejudice to any claim for damages or any other remedy which may be available to the Company, the parties agree that the Company and shall be entitled to seek injunctive or other equitable relief in relation to any breach of clause 30.1, it being acknowledged that an award of damages might not be an adequate remedy in the Executive entered into event of such a breach. 30.6 Each of the restrictions in this clause having had the opportunity 30 is intended to be separately legally advisedseparate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. e. In 30.7 You will, at the event that request and expense of the Company exercises its rights under section 3(b) of this Company, enter into a separate agreement then with any period of notice under that section shall Group Company, in which agreement you agree to be set off against and therefore reduce the periods for which the bound by restrictions corresponding to those restrictions in section 17(athis clause 30 (or such of those restrictions as may be appropriate) applyin relation to that Group Company.

Post-Termination Restrictions. a. 24.1 In order to protect the Confidential Information, trade secrets Information and business connections of the Company and each Group Company to which the Executive have she has access as a result of their Employmentthe Appointment, the Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive she shall not: i. (a) for 12 month(s) months after termination of employment with the Company, however caused, Termination solicit or endeavour to entice away from the Company or any other Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. (b) for 12 month(s) months after termination Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any other Group Company any Restricted Person; or; iii. (c) for 12 month(smonths after Termination in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; (d) for 12 months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. (e) for 12 month(s) months after termination, Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or; v. (f) for 12 months after Termination endeavour to cause any Restricted Supplier to cease to supply the Company or any other Group Company or materially alter the terms of such supply in a manner detrimental to the Company or Group Company. (g) at any time after terminationTermination, represent yourself herself as connected with the Company or any other Group Company in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings with any supplier, partner; registered business names or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have trading names associated with the Company or any other Group Company. b. 24.2 None of the post-termination restrictions in this Section clause 24.1 shall prevent the Executive from: i. (a) holding an investment by way of shares or other securities of not more than 51% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or; ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (ib) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. being engaged or concerned in any business concern, provided that your the Executive’s duties or work shall relate solely to services or activities of a kind with which the Executive were was not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination; or (c) retaining her shareholding held in blind trust (which the Company gives its consent to). c. 24.3 The restrictions imposed on the Executive by this clause 24 apply to her acting: (a) directly or indirectly; and (b) on her own behalf or on behalf of, or in conjunction with, any firm, company or person. 24.4 The periods for which the restrictions in clause 24.1 apply shall be reduced by any period that the Executive spends on Garden Leave immediately before Termination. 24.5 If the Executive receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 24, the Executive shall give the person making the offer a copy of this Section clause 24 and shall tell the Company Board the identity of that person as soon as possible after accepting the offerpossible. d. 24.6 The Company and the Executive entered into the restrictions in this clause 24 having had the opportunity to be separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 24.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 24 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 24.8 If the Executive's employment is transferred to any firm, company, person or entity other than a Group Company (New Employer) applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time), the Executive will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 24, protecting the confidential information, trade secrets and business connections of the New Employer. 24.9 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which she agrees to be bound by restrictions corresponding to those restrictions in this clause 24 (or such of those restrictions as the Company deems appropriate) in relation to that Group Company.

Post-Termination Restrictions. a. In order to protect 12.1 The Executive will not, for a period of 12 months after the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive have access as a result of their Employment, the Executive covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive shall not: i. for 12 month(s) after termination of employment with the Company, however causedRestriction Date, solicit or endeavour to entice away from the Company or any Group Associated Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or. ii. 12.2 The Executive will not, for a period of 12 month(s) months after termination in the course of any business concern which is in competition with any Restricted BusinessRestriction Date, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. for 12 month(s) after termination, be involved with the provision of provide goods or services to (or otherwise have any business dealings with) with any Restricted Customer in the course of any business concern which is or is intended to be in competition with any Restricted Business; or. v. at any time 12.3 The Executive will not, for a period of 12 months after terminationthe Restriction Date, represent yourself as connected with solicit or endeavour to entice away from the Company or any Group Associated Company the business or custom of, or provide goods or services to or otherwise have any business dealings with, any Prospective Customer in competition with any Capacity; orRestricted Business. vi. 12.4 The Executive will not, for a period of 12 months after termination have any dealings the Restriction Date, interfere or endeavour to interfere with any supplier, partner; the continuance of the provision of goods or other business doing business with services to the Company or any Group Associated Company such that these dealings do by any Restricted Supplier. 12.5 The Executive will not, for a period of 12 months after the Restriction Date, in the course of any business concern which is or could cause such other entity is intended to materially adversely affect the terms of business which they have be in competition with any Restricted Business, offer employment to or otherwise endeavour to entice away from the Company or any other Group CompanyAssociated Company any person who is a Restricted Employee at the time of the Executive’s actions. b. None 12.6 The Executive will not, for a period of 6 months after the post-termination restrictions in this Section shall prevent the Executive fromRestriction Date: i. holding an investment (A) become employed by way or otherwise engaged in or concerned in any capacity in a business concern which is or is intended to be in competition with any Restricted Business and in which are employed or otherwise engaged or concerned in any capacity one or more persons who were Restricted Employees at any time during the period of shares or other securities of not more than 5% of 6 months ending on the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchangeRestriction Date; or ii(B) employ or otherwise engage in any capacity in a business concern which is or is intended to be in competition with any Restricted Business any person who Is a Restricted Employee at the time of the Executive’s actions. 12.7 The Executive will not, for a period of 6 months after the Restriction Date, be engaged in or concerned in any capacity in any business concern which is or is intended to be in competition with any Restricted Business. This clause ‎12.7 shall not restrain the Executive from being engaged or concerned in any business concern insofar in so far as your the Executive’s duties or work shall relate solely solely:- (a) to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any the Restricted Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely (b) to services or activities of a kind with which the Executive were was not concerned to a material extent and did not have Confidential Information regarding in during the period of 12 months before Terminationending on the Restriction Date. c. 12.8 If the Executive receives an offer to be involved in a business concern in any capacity during Employmenthis employment, or before prior to the expiry of the last of the covenants in this Sectionclause ‎12, the Executive shall give the person making the offer a copy of this Section clause ‎12 (and the relevant definitions in clause ‎1) and shall tell the Company the identity of that person making the offer as soon as possible after accepting the offer. d. 12.9 The Company and covenants given by the Executive entered into the restrictions in this clause having had ‎12 are undertaken to the opportunity Company for itself and as agent for all its Associated Companies, and extend to be separately legally advisedthe Executive acting not only on his own account but also on behalf of any other firm, company or other person, and shall apply whether he acts directly or indirectly. e. In 12.10 The Executive hereby agrees that he will, at the event that request and expense of the Company, enter into a direct agreement or undertaking with any Associated Company exercises its rights under section 3(b) of this agreement then any period of notice under that section shall be set off against whereby he will accept restrictions and therefore reduce the periods for which provisions corresponding to the restrictions and provisions in section 17(athis clause ‎12 (or such of them as may be appropriate in the circumstances) applyin relation to such activities and such area and for such a period as such Associated Company may reasonably require for the protection of its legitimate business interests.

Post-Termination Restrictions. a. 25.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company to which the Executive have he has access as a result of their Employmentthe Appointment, the Executive Employee covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive he shall not: i. (a) for 12 month(s) 6 months after termination of employment with the Company, however caused, Termination solicit or endeavour endeavor to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. (b) for 12 month(s) 6 months after termination Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour endeavor to entice away from the Company or any Group Company any Restricted Person; or; iii. (c) for 12 month(s) 6 months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. (d) for 12 month(s) 6 months after termination, Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. (e) at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 25.2 None of the post-termination restrictions in this Section clause 25 shall prevent the Executive Employee from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised recognized stock exchange; or; ii. (b) being engaged or concerned in any business concern insofar as your the Employee's duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (c) being engaged or concerned in any business concern, provided that your the Employee's duties or work shall relate solely to services or activities of a kind with which the Executive were Employee was not concerned to a material extent and did not have Confidential Information regarding in the 12 6 months before Termination. c. 25.3 The restrictions imposed on the Employee by this clause 24.46 apply to him acting: (a) directly or indirectly; and (b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person. 25.4 The periods for which the restrictions in clause 25 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination. 25.5 If the Executive Employee receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 24.4, the Executive Employee shall give the person making the offer a copy of this Section clause 24.4 and shall tell the Company the identity of that person as soon as possible after accepting the offerpossible. d. 25.6 The Company and the Executive Employee entered into the restrictions in this clause 24.4 having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 25.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 24.46 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 25.8 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 24.46 (or such of those restrictions as the Company deems appropriate) applyin relation to that Group Company.

Post-Termination Restrictions. a. In order 15.1 The parties to protect this agreement agree and acknowledge that it is reasonable and necessary for the protection of the Confidential Information, goodwill, stable workforce, trade secrets and business trade connections of the Company Business that you should be restrained in the terms of the covenants set out in this clause from making available or using for the benefit of yourself or a competitor or potential competitor Confidential Information or trade connections which you have obtained and each Group Company are likely to which obtain in the Executive have access course of your employment as a result an executive of their Employmentthe Company. Accordingly, the Executive covenants you covenant with the Company that you will not (other than for itself and as trustee and agent for each Group Company) that the Executive shall not: i. for 12 month(s) after termination on behalf of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company company in the Group) without the prior written consent of the Board (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate interests of the Group) directly or indirectly at any time:- (a) during the Restriction Period be engaged or concerned or interested or participate in a business the same as or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with the Business or relevant part thereof anywhere in any Restricted Business; or ii. for 12 month(s) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away Territory provided always that this paragraph shall not restrain you from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. for 12 month(s) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. at any time after termination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. None of the post-termination restrictions in this Section shall prevent the Executive from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar in so far as your duties or work shall relate solely to to:- (i) geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted the Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to (ii) services or activities of a kind with which the Executive you were not concerned to a material extent during the Protected Period; (b) during the Restriction Period in competition with the Business, solicit business from or canvass any Customer or Prospective Customer in respect of any business in competition with the Business; (c) during the Restriction Period in competition with the Business, accept orders in respect of any business that is in competition with the Business from any Customer or Prospective Customer or have any business dealings concerning any business that is in competition with the Business with any Customer or Prospective Customer; (d) during the Restriction Period solicit or induce or endeavour to solicit or induce any Senior Executive to cease working for, being a director of or providing services to the Company or any Group Company, whether or not any such person would thereby commit a breach of contract; and/or (e) during the Restriction Period seek to entice away from the Company and did any Group Company or interfere with the relationship between the Company and any Group Company and a Restricted Supplier. 15.2 Nothing contained in clause 2.4 shall be deemed to prohibit you from the seeking or doing of any activities not have Confidential Information regarding in direct or indirect competition with the Business. 15.3 Should the Company exercise its power(s) pursuant to clause 2.4 above in the 12 months before Terminationperiod immediately preceding the Termination Date, then the periods specified in clause 15.1 shall be respectively reduced by the duration of any such action. c. If the Executive receives an offer to be involved in a business concern in any capacity during Employment, or before the expiry of the last of the covenants in this Section, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. 15.4 The Company and the Executive entered into the restrictions in this clause having (on which you have had the opportunity to take independent advice as you hereby acknowledge) are considered by the parties to be separately legally advisedreasonable in all the circumstances. It is agreed that, if any such restrictions should be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any company in the Group but they would be reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion or deletions as may be necessary to make it or them valid and effective. e. In the event that 15.5 You agree that: (a) during your employment, if you receive from any person a formal written offer of employment or other engagement, you shall notify the Company exercises its rights under section 3(bof such offer and the identity of such person; (b) during the continuance in force of all or any of restrictions set out in clause 15.1, if you receive from any person a formal written offer of employment or other engagement which you are proposing to accept, you shall notify the Company (immediately before any acceptance) of such offer and the identity of such person; and you shall make the substance of the restrictions contained in this agreement then known to the person making such offer 15.6 You hereby undertake to the Company that you will not at any period time: (a) during the continuance, or after the termination, of notice under that section shall your employment engage in any other trade or business or be set off against and therefore reduce associated with any other person, firm or company engaged in any trade or business using or incorporating the periods name(s) On Demand or Demand; (b) after the termination of your employment claim, represent or otherwise indicate any present association with the Company or any Group Company or for which the restrictions in section 17(a) applypurpose of carrying on or retaining any business or custom, claim, represent or otherwise indicative any past association with the Company or any Group Company to its or their detriment.

Post-Termination Restrictions. a. 14.1 In order to protect the Confidential Information, trade secrets Information and business connections of the Company and each Group Company to which the Executive have he has access as a result of their Employmentthis engagement, the Executive Consultant covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive he shall not: i. : for 12 month(s) [6/12] months after termination of employment with the Company, however causedTermination, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer an HRL Client with a view to providing goods or services to that Restricted Customer HRL Client in competition with any Restricted HRL Business; or ii. or for 12 month(s) [6/12] months after termination Termination in the course of any business concern which is in competition with any Restricted HRL Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted HRL Person; or iii. or for 12 month(s) [6/12] months after terminationTermination, be involved in any Capacity with any business concern concern, whether alone, in conjunction with others or with any HRL Partner, which is (or intends to be) in competition with any Restricted HRL Business; or iv. or for 12 month(s) [6/12] months after terminationTermination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer HRL Client in the course of any business concern which is in competition with any Restricted HRL Business; or v. or at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 14.2 None of the post-termination restrictions in this Section clause 14.1 shall prevent the Executive Consultant from: i. a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. b) being engaged or concerned in any business concern insofar as your the Consultant's duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted HRL Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive were not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination. c. If 14.3 The restrictions imposed on the Executive receives an offer Consultant by this clause 14 apply to be involved in a business concern in any capacity during Employmenthim acting: a) directly or indirectly; and b) on his own behalf or on behalf of, or before the expiry of the last of the covenants in this Sectionconjunction with, the Executive shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerany firm, company or person. d. 14.4 The Company and the Executive entered into the restrictions in this clause having had the opportunity to be separately legally advised. e. In the event that the Company exercises its rights under section 3(b) of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(a) applyclause 14.1 apply shall be reduced by any period that the Consultant spends on Garden Leave immediately prior to Termination. 14.5 If, at any time during this engagement, two or more HRL Persons have left their employment, appointment or engagement with the Company to perform HRL Business for a business concern which is, or intends to be, in competition with any HRL Business, the Consultant will not at any time during the [six/twelve] months following the last date on which any of those HRL Persons were employed or engaged by the Company, be employed or engaged in any way with that business concern. 14.6 Each of the restrictions in this clause 14 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 14.7 The following definitions apply in this clause 14: Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity. Confidential information: shall be as defined in Schedule 3 of this Agreement Garden Leave: any period during which the Company has exercised its rights under clause 4.2 or required the Consultant not to do any work or contact the Company's employees or business contacts. HRL Business: those parts of the business of the Company with which the Consultant was involved to a material extent in the [6/12] months prior to Termination. HRL Client: any firm, company or person who, during the [6/12] months prior to Termination, was a client or prospective client of the Company with whom the Consultant had contact or about whom he became aware or informed in the course of this engagement. HRL Partner: any firm, company or person who, during the [6/12] months prior to Termination, was materially involved with the Company on a partnership and/or joint venture basis in providing HRL Business to a HRL Client with whom the Consultant had contact or about whom he became aware of or informed in the course of this engagement; HRL Person: anyone engaged or employed by the Company who could materially damage the interests of the Company if they were involved in any Capacity in any business concern which competes with any HRL Business and with whom the Consultant dealt in the [6/12] months prior to Termination in the course of his engagement.

Post-Termination Restrictions. a. 22.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company Undertaking to which the Executive have he has access as a result of their Employmentthe Appointment, the Executive Employee covenants with the Company (for itself and as trustee and agent for each Group CompanyUndertaking) that the Executive he shall notnot for 12 months after Termination: i. for 12 month(s(a) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company Undertaking the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s(b) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company Undertaking any Restricted Person; or; iii. for 12 month(s(c) after terminationin the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; (d) be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. for 12 month(s(e) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. , or at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company Undertaking in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings with any supplier, partner; registered business names or other business doing business trading names associated with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group CompanyUndertaking. b. 22.2 None of the post-termination restrictions in this Section clause 22.1 shall prevent the Executive Employee from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or; ii. (b) being engaged or concerned in any business concern insofar as your the Employee’s duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (c) being engaged or concerned in any business concern, provided that your the Employee’s duties or work shall relate solely to services or activities of a kind with which the Executive were Employee was not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination. c. 22.3 The restrictions imposed on the Employee by this clause 22 apply to him acting: (a) directly or indirectly; and (b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person. 22.4 The period for which the restriction in clause 22.1 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination. 22.5 If the Executive Employee receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 22, the Executive Employee shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerclause 22. d. 22.6 The Company and the Executive Employee entered into the restrictions in this clause 22 having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 22.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 22 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 22.8 If the Employee’s employment is transferred to any firm, company, person or entity other than a Group Undertaking (the “New Employer”) applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 22, protecting the confidential information, trade secrets and business connections of the New Employer. 22.9 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Undertaking in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 22 (or such of those restrictions as the Company deems appropriate) in relation to that Group Undertaking.

Post-Termination Restrictions. a. 2.1 In order to protect the Confidential Information, trade secrets Information and business connections of the Company Client and each Group Company to which the Executive have it (and he) has access as a result of their Employmentthe Services, the Executive Consultant Company covenants (and shall procure that the Individual shall covenant) with the Company Client (for itself and as trustee and agent for each Group Company) that the Executive it (and he) shall not: i. (a) for 12 month(s) [12] months after termination of employment with the Company, however causedTermination Date, solicit or endeavour to entice away from the Company Client or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business or otherwise induce, solicit or entice or endeavour to induce, solicit or entice any Restricted Customer to cease conducting, or reduce the amount of, business with the Client or discourage or prevent any Prospective Customer from conducting business with the Client; (b) for [12] months following the Termination Date solicit or endeavour to entice away from the Client the business or custom of any Supplier in the course of any business which is in competition with any Restricted Business; or; ii. (c) for 12 month(s[12] months following the Termination Date be involved with the receipt of goods or services from any Supplier where such receipt would adversely affect the ability or willingness of the Supplier to meet the requirements of the Client; (d) for [12] months after termination the Termination Date, in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company Client or any Group Company any Restricted Person; or; iii. (e) for 12 month(s[12] months after the Termination Date, in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; (f) for [12] months after terminationthe Termination Date, be engaged, concerned or involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. (g) for 12 month(s) [12] months after terminationthe Termination Date, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer or Prospective Customer in the course of any business concern which is in competition with any Restricted Business; or v. (h) at any time after terminationthe Termination Date, represent yourself himself as connected with the Company Client or any Group Company in any Capacity; or vi. for 12 months after termination have , other than as a former independent contractor, or use any dealings with any supplier, partner; registered names or other business doing business trading names associated with the Company Client or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 2.2 None of the post-termination restrictions in this Section clause 2.1 shall prevent the Executive Consultant Company and/or the Individual from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (i) being engaged or concerned in any business concern insofar as your the Consultant Company and/or the Individual's duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (j) being engaged or concerned in any business concern, provided that your the Consultant Company and/or the Individual's duties or work shall relate solely to services or activities of a kind with which the Executive were Consultant Company and/or the Individual was not concerned to a material extent and did not have Confidential Information regarding in the 12 [12] months before Termination. c. 2.3 The restrictions imposed on the Consultant Company and the Individual by this schedule apply to it (and him) acting: (a) directly or indirectly; and (b) on its (and his) own behalf or on behalf of, or in conjunction with, any firm, company or person. 2.4 If the Executive Consultant Company and/or the Individual receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Services, or before the expiry of the last of the covenants in this SectionSchedule, the Executive Consultant Company and/or the Individual shall give the person making the offer a copy of this Section Schedule and shall tell the Company Client the identity of that person as soon as possible after accepting the offer. d. 2.5 If, at any time during the Engagement, two or more Restricted Persons have left their employment, appointment or engagement with the Client to perform Restricted Business for a business concern which is, or intends to be, in competition with any Restricted Business, the Consultant Company and/or the Individual will not at any time during the [12] months following the last date on which any of those Restricted Persons were employed or engaged by the Client, be employed or engaged in any way with that business concern under which the Individual will perform Restricted Business on the behalf of that business concern. 2.6 The Client and the Consultant Company and the Executive Individual entered into the restrictions in this clause Schedule having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 2.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis Schedule is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 2.8 If the Engagement is transferred to any firm, company, person or entity other than a Group Company (the "New Employer") applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Consultant Company and the Individual will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this Schedule, protecting the confidential information, trade secrets and business connections of the New Employer. 2.9 The Consultant Company and the Individual will, at the request and expense of the Client, enter into a separate agreement with any Group Company in which it (and he) agrees to be bound by restrictions corresponding to those restrictions in this Schedule (or such of those restrictions as may be appropriate) in relation to that Group Company. Executed as a deed by acting by [], a director, in the presence of: .

Post-Termination Restrictions. a. 4.1 In order to protect the Confidential Information, trade secrets Information and business connections of the Company and and/or each Group Company to which the Executive have Employee has access or with whom he has had dealings as a result of their Employmentthe Appointment, the Executive Employee covenants with the Company (for itself and as trustee and agent for each Group Company) that the Executive Employee shall not: i. for a) For 12 month(s) months after termination of employment with the Company, however causedTermination, solicit or endeavour to entice away from the Company or and/or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for b) For 12 month(s) months after termination Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or and/or any Group Company any Restricted Person; or; iii. for c) For 12 month(smonths after Termination in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; d) For 12 months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. for e) For 12 month(s) months after terminationTermination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. f) at any time after terminationTermination, represent yourself himself/ herself as connected with the Company and/or any Group Company in any Capacity, other than as a former employee, or use any registered names or trading names associated with the Company and/or any Group Company. 4.1 Because of the international nature of the Company’s and/or Group Company’s business, the above restrictions apply in the USA, the UK and any other jurisdiction where the Employee has worked prior to or is working for the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Companyimmediately before Termination. b. None of 4.2 Notwithstanding anything to the post-termination restrictions contrary, nothing in this Section shall prevent clause 4 prohibits the Executive from: i. holding an investment by way of shares or other securities Employee from being a passive owner of not more than five percent (5% %) of the total issued share capital outstanding stock of any class of a corporation which is publicly traded, so long as the Employee has no active participation in the business of such corporation. 4.3 The restrictions imposed on the Employee by this clause 4 apply to the Employee acting: a) directly or indirectly; and b) on the Employee’s own behalf or on behalf of, or in conjunction with, any firm, company, whether person or not it is listed or dealt in on a recognised stock exchange; orother organisation. ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about 4.4 The periods for which the Executive have had no Confidential Information restrictions in clause 4.1 apply shall be reduced by any period that the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive were not concerned to a material extent and did not have Confidential Information regarding in the 12 months Employee spends on Garden Leave immediately before Termination. c. 4.5 If the Executive Employee receives an offer to be involved in a business concern in any capacity Capacity during the Employment, or before the expiry of the last of the covenants in this Sectionclause 4, the Executive Employee shall give the person making the offer a copy of this Section clause 4 and shall tell notify the Company and/or the Group Company of the identity of that person as soon as possible after accepting the offer. d. 4.6 The Company and the Executive entered Employee confirms that prior to entering into the restrictions in this clause having 4 they had the an opportunity to be separately legally advisedtake independent legal advice. e. In the event that the Company exercises its rights under section 3(b) 4.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 4 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 4.8 If the Employee’s employment is transferred to any firm, company, person or entity other than a Group Company (“New Employer”) applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 4, protecting the confidential information, trade secrets and business connections of the New Employer. 4.9 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which the Employee agrees to be bound by restrictions corresponding to those restrictions in this clause 4 (or such of those restrictions as may be appropriate) in relation to that Group Company.

Post-Termination Restrictions. a. In order to protect 17.1 You hereby covenant with Arrival that you shall not (without the Confidential Information, trade secrets and business connections prior written consent of the Company and each Group Company to which the Executive have access as a result of their Employment, the Executive covenants with the Company Arrival): (a) for itself and as trustee and agent for each Group Company) that the Executive shall not: i. for 12 month(s) 6 months after termination of employment with the Company, however caused, Termination solicit or endeavour to entice away from the Company or any Group Company Arrival the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted BusinessArrival; or ii. (b) for 12 month(s) 6 months after termination in the course of any business concern which is in competition with any Restricted BusinessTermination, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company Arrival any Restricted Person; or iii. (c) for 12 month(s6 months after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; or (d) for 6 months after terminationTermination, be involved in any Capacity with any business concern which is (or intends to be) in competition with Arrival or any business concern which is a Restricted BusinessSupplier; or iv. (e) for 12 month(s) 6 months after terminationTermination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted BusinessArrival; or v. (f) at any time after terminationTermination, represent yourself as connected with the Company or any Group Company Arrival in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings registered business names or trading names associated with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group CompanyArrival. b. 17.2 None of the post-termination restrictions in this Section clause 17 shall prevent the Executive you from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any companycompany for investment purposes only, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (b) being engaged or concerned in any business concern insofar as your duties or of work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern concerned is not in competition with Arrival. 17.3 The restrictions imposed on you by this clause 17 apply to you acting directly or indirectly; and on your own behalf or on behalf of, or in conjunction with, any Restricted Business; orfirm, company or person. iii. being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with 17.4 The periods for which the Executive were not concerned to a material extent and did not have Confidential Information regarding restrictions in the 12 months clause 17 apply shall be reduced by any period that you spend on Garden Leave immediately before Termination. c. 17.5 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 17, the Executive you shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerclause 17. d. The Company and the Executive entered into 17.6 Each of the restrictions in this clause having had the opportunity 17 is intended to be separately legally advised. e. In separate and severable. If any of the event that the Company exercises its rights under section 3(b) of this agreement then any period of notice under that section restrictions shall be set off against and therefore reduce the periods for which the restrictions in section 17(a) applyheld to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

Post-Termination Restrictions. a. 29.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company to which the Executive you have access as a result of their Employmentyour employment, the Executive covenants you covenant with the Company (for itself and as trustee and agent for each Group Company) that the Executive you shall not, without the prior written consent of the Company (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate business interests of the Company and each Group Company) at any time within the Restricted Period: i. for 12 month(s29.1.1 be involved in any Capacity with any business concern which is (or intends to be) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s) after termination 29.1.2 in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or iii. for 12 month(s) after termination29.1.3 in relation to any Restricted Business, be involved in any Capacity with either on your own account or on behalf of any business concern which is (deal with a Supplier; or 29.1.4 solicit or intends endeavour to be) entice away from the Company or any Group Company the business or custom of a Restricted Client with a view to providing goods or services to that Restricted Client in competition with any Restricted Business; or iv. for 12 month(s) after termination, 29.1.5 be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer Client in the course of any business concern which is in competition with any Restricted Business; or v. 29.1.6 at any time after terminationTermination, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 29.2 None of the post-termination restrictions in this Section clause 29.1 shall prevent the Executive you from: i. 29.2.1 holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. 29.2.2 being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive you were not concerned to a material extent and did not have Confidential Information regarding at any time in the 12 months before TerminationRelevant Period; or 29.2.3 being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business. c. 29.3 The restrictions imposed by this clause 29 apply to you acting: 29.3.1 directly or indirectly; and 29.3.2 on your own behalf or on behalf of, or in conjunction with, any firm, company or person. 29.4 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentyour employment, or before the prior to expiry of the last of the covenants in this SectionRestricted Period, the Executive you shall give the person making the offer a copy of this Section clause 29 and shall tell the Company the identity of that person as soon as possible after accepting the offer. d. The 29.5 Without prejudice to any claim for damages or any other remedy which may be available to the Company, the parties agree that the Company and shall be entitled to seek injunctive or other equitable relief in relation to any breach of clause 29.1, it being acknowledged that an award of damages might not be an adequate remedy in the Executive entered into event of such a breach. 29.6 Each of the restrictions in this clause having had the opportunity 29 is intended to be separately legally advisedseparate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. e. In 29.7 You will, at the event that request and expense of the Company exercises its rights under section 3(b) of this Company, enter into a separate agreement then with any period of notice under that section shall Group Company, in which agreement you agree to be set off against and therefore reduce the periods for which the bound by restrictions corresponding to those restrictions in section 17(athis clause 29 (or such of those restrictions as may be appropriate) applyin relation to that Group Company.

Post-Termination Restrictions. a. 20.1 In order to protect the Confidential Informationconfidential information, trade secrets and business connections of the Company and each Group Company Undertaking to which the Executive have he has access as a result of their Employmentthe Appointment, the Executive Employee covenants with the Company (for itself and as trustee and agent for each Group CompanyUndertaking) that the Executive he shall notnot for 12 months after Termination: i. for 12 month(s(a) after termination of employment with the Company, however caused, solicit or endeavour to entice away from the Company or any Group Company Undertaking the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or; ii. for 12 month(s(b) after termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company Undertaking any Restricted Person; or; iii. for 12 month(s(c) after terminationin the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; (d) be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or; iv. for 12 month(s(e) after termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. , or at any time after terminationTermination, represent yourself himself as connected with the Company or any Group Company Undertaking in any Capacity; or vi. for 12 months after termination have , other than as a former employee, or use any dealings with any supplier, partner; registered business names or other business doing business trading names associated with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group CompanyUndertaking. b. 20.2 None of the post-termination restrictions in this Section clause 20.1 shall prevent the Executive Employee from: i. (a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or; ii. (b) being engaged or concerned in any business concern insofar as your the Employee’s duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (c) being engaged or concerned in any business concern, provided that your the Employee’s duties or work shall relate solely to services or activities of a kind with which the Executive were Employee was not concerned to a material extent and did not have Confidential Information regarding in the 12 months before Termination. c. 20.3 The restrictions imposed on the Employee by this clause 20 apply to him acting: (a) directly or indirectly; and (b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person. 20.4 The period for which the restriction in clause 20.1 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination. 20.5 If the Executive Employee receives an offer to be involved in a business concern in any capacity Capacity during Employmentthe Appointment, or before the expiry of the last of the covenants in this Sectionclause 20, the Executive Employee shall give the person making the offer a copy of this Section and shall tell the Company the identity of that person as soon as possible after accepting the offerclause 20. d. 20.6 The Company and the Executive Employee entered into the restrictions in this clause 20 having had the opportunity to be been separately legally advised. e. In the event that the Company exercises its rights under section 3(b) 20.7 Each of this agreement then any period of notice under that section shall be set off against and therefore reduce the periods for which the restrictions in section 17(athis clause 20 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 20.8 If the Employee’s employment is transferred to any firm, company, person or entity other than a Group Undertaking (the “New Employer”) applypursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 20, protecting the confidential information, trade secrets and business connections of the New Employer. 20.9 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Undertaking in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 20 (or such of those restrictions as the Company deems appropriate) in relation to that Group Undertaking.

Post-Termination Restrictions. a. 2.1 In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company to which the Executive you have access as a result of their Employmentyour employment under this Contract, the Executive covenants you undertake and covenant with the Company (for itself and as trustee and agent for each Group Company) that you shall not (save as the Executive shall not:beneficial owner of shares or other securities of a body corporate whose shares are quoted on a Recognised Investment Exchange and which when aggregated with shares or securities beneficially owned by your spouse and/or children, total no more than five per cent of any single class of shares or securities in such body corporate): i. (a) for 12 month(s) 6 months after termination of employment with the CompanyTermination Date, however causedinduce, solicit or entice away (or endeavour to induce, solicit or entice away away) from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or ii. (b) for 12 month(s) 6 months after termination the Termination Date in the course of any business concern which is in competition with any Restricted Business, induce, solicit, proactively offer to employ or employ; offer to engage or engage; or otherwise proactively endeavour to entice away from the Company or any Group Company any Restricted Person or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement; or iii. (c) for 12 month(s) 3 months after terminationthe Termination Date, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or iv. (d) for 12 month(s) 6 months after terminationthe Termination Date, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or v. (e) at any time after terminationthe Termination Date, represent yourself as connected with the Company or any Group Company in any Capacity; or vi. for 12 months after termination have any dealings with any supplier, partner; or other business doing business with the Company or any Group Company such that these dealings do or could cause such other entity to materially adversely affect the terms of business which they have with the Company or any other Group Company. b. 2.2 None of the post-termination restrictions in Clause 2.1 of this Section Schedule shall prevent the Executive you from: i. holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or ii. (a) being engaged or concerned in any business concern insofar as to the extent that your duties or work shall relate solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive have had no responsibility, or (iii) about which the Executive have had no Confidential Information in the 12 months before Termination or the business concern is not in competition with any Restricted Business; or iii. (b) being engaged or concerned in any business concern, provided that your duties or work shall relate solely to services or activities of a kind with which the Executive you were not concerned to a material extent and did not have Confidential Information regarding in the 12 6 months before Terminationprior to the Termination Date. c. 2.3 The restrictions imposed on you by Xxxxxx 2.1 of this Schedule apply to you acting: (a) directly or indirectly; and (b) on your own behalf or on behalf of, or in conjunction with, any firm, company or person. 2.4 The periods for which the restrictions in Clause 2.1 of this Schedule apply shall be reduced by any period that you spend on Garden Leave immediately prior to the Termination Date. 2.5 The Company may at its discretion by notice in writing to you waive or reduce the periods for which the restrictions in Clause 2.1 of this Schedule apply. 2.6 If the Executive receives you receive an offer to be involved in a business concern in any capacity Capacity during Employmentyour employment under this Contract, or before prior to the expiry of the last of the covenants in Clause 2.1 of this SectionSchedule, the Executive you shall give the person making the offer a copy of this Section Schedule and shall tell the Company the identity of that person as soon as possible immediately after accepting the offer. d. The Company and the Executive entered into 2.7 Each of the restrictions in this clause having had the opportunity Clause 2.1 of this Schedule is intended to be separately legally advisedseparate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted or the period of it reduced, or area covered or range of activities reduced, such restriction shall apply with such modification as may be necessary to make it valid or effective. e. 2.8 You will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which you agree to be bound by restrictions corresponding to those restrictions in Clause 2.1 of this Schedule (or such of those restrictions as may be appropriate) in relation to that Group Company. 2.9 You warrant that you believe the covenants contained within this Schedule to be reasonable as between the parties and that you have no present intention of ever arguing that the restraints are unreasonable or otherwise unenforceable. 2.10 In the event that the Company exercises its rights under section 3(b) of any clause or part of a clause contained in this agreement then Schedule being declared invalid or unenforceable by any period court of notice under that section competent jurisdiction, all other clauses or parts of clauses contained in this Schedule shall remain in full force and effect and shall not be set off against and therefore reduce the periods for which the restrictions in section 17(a) applyaffected thereby.