Common use of PROTECTION OF GOODWILL Clause in Contracts

PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions. 12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreement: (a) be engaged or interested in any capacity (whether as a director, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination; (b) either on his own behalf or on behalf of any other Person and whether directly or indirectly: (i) canvass, solicit or approach or cause to be canvassed or solicited or approached for orders for any services or goods supplied by the Company or any Affiliate, any Person who to the Executive's knowledge at the date of the termination of the Executive's employment was a client or customer of the Company or any Affiliate; (ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom the Executive had contact at any time during the last year of his employment; or (iii) interfere or seek to interfere with the continued supply to the Company or any Affiliate (or the terms relating to such supplies) of any goods or services from or otherwise deal with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year of his employment. 12.3 Whilst each of the restrictions in this Clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and its Affiliates, it is agreed and declared that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Affiliate but would be valid if words were deleted from it or the period of it reduced in scope the restrictions shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not affect the validity of any other restriction. 12.4 Nothing in this agreement shall prevent the Executive from being the holder for investment of securities which do not exceed 5% in nominal value of any class of securities quoted on an officially recognised stock exchange.

PROTECTION OF GOODWILL. 12.1 13.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the its Affiliates, the Executive undertakes that he will be bound by the following restrictions. 12.2 13.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 twelve (12) months after the termination for whatever reason of his employment under this agreement: (a) be engaged or interested in any capacity (whether as a directorAgreement, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination; (b) either on his own behalf or on behalf of any other Person person or whether alone or jointly, or as a director, manager, partner, shareholder, employee, consultant or agent of any other person, and whether directly or indirectly: (ia) carry on, or be engaged, concerned or interested in any business which (a) is similar to or competes with any business being carried on by the Company or by any Affiliate of the Company at the termination of this employment under the Agreement and (b) is located in Hong Kong or the People’s Republic of China or any other jurisdiction in which the Company or any of its Affiliates carries on its business at the termination of his employment under this Agreement; (b) interfere with, tender for, canvass, solicit or approach endeavor to entice away from the Company or cause from any Affiliate of the Company the business of any person who at the date of termination of this employment under this Agreement or during the period of 12 calendar months prior to be canvassed that date was, a customer, client or solicited agent of or approached supplier to the Company or any Affiliate of the Company and with whom the Executive had direct dealings in the normal course of his employment at that date or during that period; (c) have any business dealings with any person who at the date of termination of his employment under this Agreement or during the period of 12 calendar months prior to that date was, to his knowledge, a customer, client or agent of or supplier to the Company or any Affiliate of the Company and with whom the Executive had direct dealings in the normal course of his employment at the date or during that period; (d) solicit, induce or attempt to induce any employee of the Company and/or any Affiliate of the Company with whom the Executive had direct dealings in the course of his employment during the period of 12 months prior to the termination of his employment under this Agreement to leave their employment with the Company and/or such Affiliate of the Company; or (e) solicit, interfere with, tender for orders for or endeavor to entice away from the Company or from any services Affiliate of the Company any contract, projector business, or goods supplied the renewal of any of them, carried on by the Company or by any Affiliate, any Person who to Affiliate of the Executive's knowledge Company which is currently in progress at the date of the termination of his employment under this Agreement or which was in the Executive's employment was a client or customer process of the Company or any Affiliate; (ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom negotiation at that date and in respect of which the Executive had direct contact at with any time during the last year customer, client or agent of his employment; or (iii) interfere or seek to interfere with the continued supply supplier to the Company or any Affiliate (or the terms relating to such supplies) of any goods or services from or otherwise deal with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year period of 12 calendar months prior to the date of termination of his employmentemployment under this Agreement. 12.3 13.3 Whilst each of the restrictions in this Clause 13 are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and and/or its Affiliates, it is agreed and declared that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or and/or any Affiliate of the Company but would be valid if words were deleted from it or the period of it reduced in scope the restrictions shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not affect the validity of any other restrictionrestrictions. 12.4 13.4 Nothing in this agreement Agreement shall prevent the Executive from being the holder for investment of securities which do not exceed five percent (5% %) in nominal value of any class of securities quoted on an officially recognised recognized stock exchange.

PROTECTION OF GOODWILL. 12.1 During his employment Executive acknowledges and recognizes the Executive is likely to acquire Confidential Information belonging to highly competitive nature of the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with businesses of the Company and its Affiliates. In these circumstances, Executive’s unique access to strategic information and sensitive Confidential Information (as defined in Section 8(a)(ii) below) and the significance of the privileges and benefits conferred under this Agreement, and in order to protect the proprietary information and goodwill of the Company and the Affiliatesaccordingly, the Executive undertakes that he will be bound by the following restrictions. 12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreementagrees as follows: (a) be engaged or interested in During Executive’s employment and for a period through the later of twenty-four (24) months following termination of Executive’s employment for any capacity reason and December 31, 2017 (the “Restricted Period”), Executive will not, whether as a director, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination; (b) either on his Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other Person business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, content provider, image partner, distributor, supplier, partner, member or investor: (i) with whom Executive had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Executive’s termination of employment; or (ii) with whom key employees reporting directly or indirectly to Executive have had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period immediately preceding Executive’s termination of employment. (b) During the Restricted Period, for the protection of the Company’s Confidential Information and whether goodwill, Executive will not directly or indirectly: (i) canvass, solicit carry on or approach or cause to be canvassed or solicited or approached for orders for participate in any services or goods supplied by business that competes with the Company or any Affiliate, any Person who to the Executive's knowledge at the date of the termination of the Executive's employment was a client or customer business of the Company or any Affiliateof its Affiliates and is listed as a Key Competitor on Exhibit B hereto, as such exhibit may be amended or supplemented from time to time by the Board in its reasonable discretion and with written notice to Executive prior to termination or resignation of Executive’s employment (a “Competitive Business”); it being acknowledged and agreed by Executive that (i) each of the entities set forth on Exhibit B hereto (as amended from time to time as set forth above) is a Competitive Business and (ii) Key Competitors will include any businesses in direct competition with any of the Company’s new business lines and products that generated revenues of not less than 5% of the Company’s consolidated revenues during the fiscal quarter or year ended immediately prior to the date the Board determines to amend or supplement Exhibit B and are listed as Key Competitors on Exhibit B (as amended from time to time as set forth above); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in (excluding non-voting debt interests that are not convertible into equity interests), or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its Affiliates or their respective agents and any current or actively being pursued prospective customer, client, content provider, image partner, distributor, supplier, partner, member or investor of the Company or any of its Affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, equity securities of any Person engaged in a Competitive Business, which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of equity securities of such Person. (c) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any then-current employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates; or (ii) solicit or entice or try encourage to solicit or entice away or employ or try cease to employ any employee from work with the Company or any Affiliate of its Affiliates any independent contractor, consultant or partner then under contract with whom the Executive had contact at Company or any time during the last year of his employmentits Affiliates; or (iii) interfere or seek to interfere with the continued supply to hire any employee who was employed by the Company or any Affiliate (or of its Affiliates as of the terms relating to such supplies) date of any goods or services from or otherwise deal Executive’s termination of employment with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during who left the last year of his employment. 12.3 Whilst each of the restrictions in this Clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests employment of the Company and its AffiliatesAffiliates coincident with, it is agreed and declared or within one year prior to or after, the termination of Executive’s employment with the Company; provided that if nothing herein will prohibit Executive from hiring any one person who held the position of manager or more any lower position at the time of such person’s termination of employment with the Company and its Affiliates or a person with whom Executive has not otherwise initiated contact and who responds to a general solicitation published in a journal, newspaper, website or other publication of general circulation and not specifically directed toward such person. (d) It is expressly understood and agreed that although Executive and the Company consider the restrictions shall be judged contained in this Section 7 to be void as going beyond what reasonable, if a final judicial determination is reasonable in all made by a court of competent jurisdiction that the circumstances for the protection of the legitimate interests of the Company time or territory or any Affiliate other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but would be valid if words were deleted from it or the period of it reduced in scope the restrictions shall be deemed amended to apply with as to such modifications maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be necessary enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make them valid and effective and any it enforceable, such modification finding shall not affect the validity enforceability of any of the other restrictionrestrictions contained herein. 12.4 Nothing in this agreement shall prevent the Executive from being the holder for investment of securities which do not exceed 5% in nominal value of any class of securities quoted on an officially recognised stock exchange.

PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely 9.1 In order to acquire Confidential Information belonging assure to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with Purchaser the Company and its Affiliates. In these circumstances, and in order to protect full benefit of the proprietary information business and goodwill of the Company and the AffiliatesGroup, the Executive Legacy Vendor undertakes that he will be bound by the following restrictions. 12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreement: (a) be engaged not directly or interested in any capacity indirectly (whether as a directorprincipal, shareholder, principal, partner, consultant, employee, independent contractor agent or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination; (b) either ), whether on his own behalf account or in conjunction with or on behalf of any other Person and whether directly or indirectlyperson, do any of the following things: (ia) canvassduring the Restricted Period carry on or be engaged, solicit concerned or approach interested in (except as the holder of shares in a company whose shares are listed on a recognised investment exchange or cause to be canvassed or solicited or approached for orders for any services or goods supplied by the Company or any Affiliateoverseas investment exchange (as such terms are defined in Sections 285 and 313, any Person who to the Executive's knowledge at the date Financial Services and Markets Act 2000) which confer not more than 1% of the termination votes which could normally be cast at a general meeting of that company) any business which is involved with the Executive's employment was a client or customer of Restricted Business within the Company or any Affiliate; (ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom the Executive had contact at any time during the last year of his employmentTerritory; or (iiib) interfere during the Restricted Period canvass or solicit or seek to interfere entice away the custom of any Client or Prospective Client for the purposes of providing Restricted Business within the Territory; or (c) during the Restricted Period accept orders for the provision of Restricted Business within the Territory in respect of any Client or Prospective Client; or (d) during the Restricted Period endeavour to entice away from any Group Company or encourage to terminate his employment with any Group Company (whether or not such termination would be a breach of his contract of employment) any Senior Employee; or (e) during the Restricted Period employ or otherwise engage any Senior Employee; or (f) save as required by law, during the Restricted Period do or say anything calculated to lead any person to withdraw from or cease to continue offering to any Group Company any rights (whether of purchase, sale, import, distribution, agency or otherwise) then enjoyed by it or in any other way to cease to do business or reduce the amount of business it transacts with any Group Company; or (g) save in the circumstances referred to in sub clause 15.10 of the Main SPA (Confidentiality), disclose to any other person any information which is secret or confidential to the business or affairs of the Group or any Purchaser Group Company or use any such information to the detriment of the business of the Group or any Purchaser Group Company for so long as that information remains secret or confidential; or (h) in relation to a business which is competitive or reasonably likely to be competitive with the continued supply to Restricted Business, use any trade or business name or distinctive xxxx, style or logo used by or in the Company or any Affiliate (or the terms relating to such supplies) business of any goods Group Company at Completion or services from anything intended or otherwise deal likely to be confused with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year of his employmentit. 12.3 Whilst each 9.2 Each undertaking contained in this clause 9 (Protection of goodwill) shall be construed as a separate and independent undertaking and, while the restrictions set out in this Clause clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and its Affiliatescircumstances, it is agreed and declared that if any one or more of such restrictions shall shall, either taken by itself or themselves together, be judged adjudged to be void as going go beyond what is reasonable in all the circumstances for the protection of the Purchaser's legitimate interests but would be adjudged reasonable if any particular restriction or restrictions were deleted or any part or parts of the wording thereof were deleted, restricted or limited in any particular manner (including without limitation any reduction in their duration or geographical scope) then the said restrictions shall apply with such deletions, restrictions or limitation as the case may be. 9.3 The Legacy Vendor agrees that, having regard to the facts and matters set out above and having taken professional advice, the restrictions contained in this clause 9 (Protection of goodwill) are reasonable and necessary for the protection of the legitimate business interests of the Company or any Affiliate but would be valid if words were deleted from it or the period of it reduced in scope the restrictions shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not affect the validity of any other restrictionPurchaser. 12.4 9.4 Nothing in this agreement Clause 9 shall prevent the Executive Legacy Vendor from carrying on or being engaged, concerned or interested (whether directly or indirectly) in any business which is involved in Transostial Occlusive Permanent Sterilisation devices (including, without limitation, the holder for investment sale and marketing of securities which do not exceed 5% in nominal value such devices) or seeking the custom of any class Client or Prospective Client in respect of securities quoted on an officially recognised stock exchangeany such devices or accepting orders for any such devices (whether directly or indirectly) in respect of any Client or Prospective Client.