Common use of Restraint Clause in Contracts

Restraint. (a) After the cessation of the Individual assisting the Contractor to provide the Services to the Company, for the Restricted Period, the Individual must not, directly or indirectly, do any of the following: (i) solicit, canvass, approach or accept any approach from any person who is, or was during the 12 months immediately preceding the cessation of the Individual assisting the Contractor to provide the Services to the Company, a client, customer or supplier of the Company with whom the Individual has or has had contact of a business related type, with a view to establishing a relationship with or obtaining the custom of that person in the capacity which is the same as or substantially similar to the relationship that person has or had with the Company; or (ii) solicit, canvass, induce or encourage any person who is an employee of the Company with whom the Individual has or has had contact of a business related type to leave his or her employment. (b) The Individual acknowledges that: (i) in assisting the Contractor to provide the Services to the Company, the Individual will establish personal contacts and relationships with the Company’s customers, clients and suppliers and that these relationships form part of the goodwill of the Company and are of great value to the Company; (ii) the restraints contained in this clause are fair and reasonable in terms of their extent and duration, do not unreasonably restrict the Individual’s right to carry on services similar to the Services that the Individual assists the Contractor to provide to the Company, and go no further than what is necessary to protect the goodwill and interests of the Company; and (iii) the Company is relying on the acknowledgments in clauses 6(b)(i) and 6(b)(ii) in allowing the Individual to assist the Contractor to provide the Services to the Company. (c) Each restraint in this clause (resulting from any combination of the wording in clause 6 (and the relevant definitions) constitutes a separate restraint that is severable from the other restraints. If any part of the restraint (including any associated definition) is judged to be void or unenforceable or illegal because it goes beyond what is reasonable to protect the interests of the Company or for any other reason, it will be read down so as to be valid and enforceable. If it cannot be so read down, the provisions (or where possible, the offending words) will be severed from this clause without affecting the validity or enforceability of the remaining provisions (or parts of those provisions) of this clause, which will continue to have full force and effect.