Common use of Restraints Clause in Contracts

Restraints. 5.1 By virtue of the Director’s employment by the Company he has and will continue to have, access to the Group’s trade secrets and confidential information including (but without limitation) the following matters: mining know-how, processes, techniques, designs, knowledge of or influence over the customers or business associates of the Group (hereinafter referred to as “the associates”), the contractual arrangements between the Group and the associates, the financial details of the Group’s relationship with its associates, the names of the Group’s prospective business associates or customers and their requirements, details of the Group’s financial structure and operating results, details of the remuneration paid by the Group to its various officers and employees and of their duties, as well as all other matters which relate to the business of the Group and in respect of which information is not readily available, in the ordinary course of business, to a competitor of the Group (collectively referred to herein as “the trade secrets”). 5.2 Moreover the Director will, by virtue of his position, be a key man in the operation of the Group and is intimately aware of the needs of the Group, its position, perspective and prospects within the industry in which it operates. 5.3 Consequently, if for any reason whatsoever the Director was to become employed by or otherwise associated with or interested in any present or future competitor of the Group, the latter’s proprietary interests in the trade secrets may be prejudiced. 5.4 Having regard to 5.1, 5.2, and 5.3 and in order to protect the Group’s proprietary interests in the trade secrets as aforesaid, the Director undertakes in favour of the Group: 5.4.1 he will not, whether directly or indirectly, use any of the trade secrets, or divulge or disclose them to any other persons whomsoever, without the prior written consent of the Board; 5.4.2 any written or electronic instructions, notes, memoranda or records of whatsoever nature relating to the trade secrets (hereinafter referred to as “the confidential records”) which may have been made by him or which may have come into his possession shall be: 5.4.2.1 deemed to be the property of the Company; and accordingly 5.4.2.2 shall be surrendered by him to the Company at the latter’s election on demand by the Board; 5.4.3 he will not retain any copies of the confidential records or any extracts therefrom, upon the surrender thereof by him in terms of 5.4.2.2; 5.4.4 he will not for a period of twenty four months after termination of his either for himself employment, or as the agent of anyone else, persuade, induce, solicit, encourage or procure (or endeavour to do any of the aforegoing) any of the Group’s employees to: 5.4.4.1 become employed by or interested in any manner whatsoever in any business, firm, undertaking or company (collectively referred to herein as “any concern”) directly or indirectly in competition with the Group; or 5.4.4.2 terminate his employment by the Group; 5.4.5 he will not furnish any information or advice acquired by him as a result of his association with or employment by the Company, to any person whomsoever, which results or may result in any of the Group’s employees becoming employed by or interested in any manner whatsoever, whether directly or indirectly, in any concern; and 5.4.6 he will not solicit, interfere with or entice or endeavour to entice away from the Group any person, firm, undertaking or company who or which, during the period of two years immediately prior to the termination of his employment, is or was an associate, customer or supplier of, or was accustomed to dealing with the Group. 5.5 The Director shall not, during the currency of his engagement or after the termination thereof, be entitled whether for his own benefit or that of others, to make use or avail himself of or to derive profit from any information or knowledge specifically related to the business or affairs of the Group or any of its clients which he shall or may have acquired by reason of his position in or association with the business of the Group and which is not in the public domain. 5.6 The Director undertakes that he will not at any time during this Agreement, or after termination hereof, disclose any information which comes to his knowledge as a result hereof, not being information which comes from an independent third person, and which relates to: 5.6.1 any business or marketing method or practice or associates of the Group; 5.6.2 any technical information, know-how or process or method of the Group to anyone.

Restraints. 5.1 By virtue of the Director’s employment by the Company he has and will continue to have, access to the Group’s trade secrets and confidential information including (but without limitation) the following matters: mining know-how, processes, techniques, designs, knowledge of or influence over the customers or business associates of the Group (hereinafter referred to as “the associates”), the contractual arrangements between the Group and the associates, the financial details of the Group’s relationship with its associates, the names of the Group’s prospective business associates or customers and their requirements, details of the Group’s financial structure and operating results, details of the remuneration paid by the Group to its various officers and employees and of their duties, as well as all other matters which relate to the business of the Group and in respect of which information is not readily available, in the ordinary course of business, to a competitor of the Group (collectively referred to herein as “the trade secrets”). 5.2 Moreover the Director will, by virtue of his position, be a key man in the operation of the Group and is intimately aware of the needs of the Group, its position, perspective and prospects within the industry in which it operates. 5.3 Consequently, if for any reason whatsoever the Director was to become employed by or otherwise associated with or interested in any present or future competitor of the Group, the latter’s proprietary interests in the trade secrets may be prejudiced. 5.4 Having regard to 5.1, 5.2, and 5.3 and in order to protect the Group’s proprietary interests in the trade secrets as aforesaid, the Director undertakes in favour of the Group: 5.4.1 he will not, whether directly or indirectly, use any of the trade secrets, or divulge or disclose them to any other persons whomsoever, without the prior written consent of the Board; 5.4.2 any written or electronic instructions, notes, memoranda or records of whatsoever nature relating to the trade secrets (hereinafter referred to as “the confidential records”) which may have been made by him or which may have come into his possession shall be: 5.4.2.1 deemed to be the property of the Company; and accordingly 5.4.2.2 shall be surrendered by him to the Company at the latter’s election on demand by the Board; 5.4.3 he will not retain any copies of the confidential records or any extracts therefrom, upon the surrender thereof by him in terms of 5.4.2.2; 5.4.4 he will not for a period of twenty four months after termination of his employment, either for himself employment, or as the agent of anyone else, persuade, induce, solicit, encourage or procure (or endeavour to do any of the aforegoing) any of the Group’s employees toto : 5.4.4.1 become employed by or interested in any manner whatsoever in any business, firm, undertaking or company (collectively referred to herein as “any concern”) directly or indirectly in competition with the Group; or 5.4.4.2 terminate his employment by the Group; 5.4.5 he will not furnish any information or advice acquired by him as a result of his association with or employment by the Company, to any person whomsoever, which results or may result in any of the Group’s employees becoming employed by or interested in any manner whatsoever, whether directly or indirectly, in any concern; and 5.4.6 he will not solicit, interfere with or entice or endeavour to entice away from the Group any person, firm, undertaking or company who or which, during the period of two years immediately prior to the termination of his employment, is or was an associate, customer or supplier of, or was accustomed to dealing with the Group. 5.5 The Director shall not, during the currency of his engagement or after the termination thereof, be entitled whether for his own benefit or that of others, to make use or avail himself of or to derive profit from any information or knowledge specifically related to the business or affairs of the Group or any of its clients which he shall or may have acquired by reason of his position in or association with the business of the Group and which is not in the public domain. 5.6 The Director undertakes that he will not at any time during this Agreement, or after termination hereof, disclose any information which comes to his knowledge as a result hereof, not being information which comes from an independent third person, and which relates to: 5.6.1 any business or marketing method or practice or associates of the Group; 5.6.2 any technical information, know-how or process or method of the Group to anyone.

Restraints. 5.1 By virtue of the DirectorExecutive’s employment by the Company he has and will continue to have, access to the Group’s trade secrets and confidential information including (but without limitation) the following matters: mining know-how, processes, techniques, designs, knowledge of or influence over the customers or business associates of the Group (hereinafter referred to as “the associates”), the contractual arrangements between the Group and the associates, the financial details of the Group’s relationship with its associates, the names of the Group’s prospective business associates or customers and their requirements, details of the Group’s financial structure and operating results, details of the remuneration paid by the Group to its various officers and employees and of their duties, as well as all other matters which relate to the business of the Group and in respect of which information is not readily available, in the ordinary course of business, to a competitor of the Group (collectively referred to herein as “the trade secrets”). 5.2 Moreover the Director Executive will, by virtue of his position, be a key man in the operation of the Group and is intimately aware of the needs of the Group, its position, perspective and prospects within the industry in which it operates. 5.3 Consequently, if for any reason whatsoever the Director Executive was to become employed by or otherwise associated with or interested in any present or future competitor of the Group, the latter’s proprietary interests in the trade secrets may be prejudiced. 5.4 Having regard to 5.1, 5.2, and 5.3 and in order to protect the Group’s proprietary interests in the trade secrets as aforesaid, the Director Executive undertakes in favour of the Group: 5.4.1 he will not, whether directly or indirectly, use any of the trade secrets, or divulge or disclose them to any other persons whomsoever, without the prior written consent of the Board; 5.4.2 any written or electronic instructions, notes, memoranda or records of whatsoever nature relating to the trade secrets (hereinafter referred to as “the confidential records”) which may have been made by him or which may have come into his possession shall be: 5.4.2.1 deemed to be the property of the Company; and accordingly 5.4.2.2 shall be surrendered by him to the Company at the latter’s election on demand by the Board; 5.4.3 he will not retain any copies of the confidential records or any extracts therefrom, upon the surrender thereof by him in terms of 5.4.2.2; 5.4.4 he will not for a period of twenty four months after termination of his either for himself employment, or as the agent of anyone else, persuade, induce, solicit, encourage or procure (or endeavour to do any of the aforegoing) any of the Group’s employees toto : 5.4.4.1 become employed by or interested in any manner whatsoever in any business, firm, undertaking or company (collectively referred to herein as “any concern”) directly or indirectly in competition with the Group; or 5.4.4.2 terminate his employment by the Group; 5.4.5 he will not furnish any information or advice acquired by him as a result of his association with or employment by the Company, to any person whomsoever, which results or may result in any of the Group’s employees becoming employed by or interested in any manner whatsoever, whether directly or indirectly, in any concern; and 5.4.6 he will not solicit, interfere with or entice or endeavour to entice away from the Group any person, firm, undertaking or company who or which, during the period of two years immediately prior to the termination of his employment, is or was an associate, customer or supplier of, or was accustomed to dealing with the Group. 5.5 The Director Executive shall not, during the currency of his engagement or after the termination thereof, be entitled whether for his own benefit or that of others, to make use or avail himself of or to derive profit from any information or knowledge specifically related to the business or affairs of the Group or any of its clients which he shall or may have acquired by reason of his position in or association with the business of the Group and which is not in the public domain. 5.6 The Director Executive undertakes that he will not at any time during this Agreement, or after termination hereof, disclose any information which comes to his knowledge as a result hereof, not being information which comes from an independent third person, and which relates to: 5.6.1 any business or marketing method or practice or associates of the Group; 5.6.2 any technical information, know-how or process or method of the Group to anyone.

Restraints. 5.1 By virtue of the DirectorEmployee’s employment by the Company he has and will continue to have, access to the Group’s trade secrets and confidential information including (but without limitation) the following matters: mining know-how, processes, techniques, designs, knowledge of or influence over the customers or business associates of the Group (hereinafter referred to as “the associates”), the properties or entities the Group may currently or in the future explore or consider the acquisition or disposition of, the contractual arrangements between the Group and the associates, the financial details of the Group’s relationship with its associates, the names of the Group’s prospective business associates or customers and their requirements, details of the Group’s financial structure and operating results, details of the remuneration paid by the Group to its various officers and employees and of their duties, as well as all other matters which relate to the business of the Group and in respect of which information is not readily available, in the ordinary course of business, to a competitor of the Group (collectively referred to herein as “the trade secrets”). 5.2 Moreover the Director Employee will, by virtue of his position, be a key man in the operation of the Group and is intimately aware of the needs of the Group, its position, perspective and prospects within the industry in which it operates. 5.3 Consequently, if for any reason whatsoever the Director Employee was to become employed by or otherwise associated with or interested in any present or future competitor of the Group, the latter’s proprietary interests in the trade secrets may be prejudiced. 5.4 Having regard to sections 5.1, 5.2, and 5.3 and in order to protect the Group’s proprietary interests in the trade secrets as aforesaid, the Director Employee undertakes in favour favor of the Group: 5.4.1 he will not, whether directly or indirectly, use any of the trade secrets, or divulge or disclose them to any other persons whomsoever, without the prior written consent of the Board; 5.4.2 any written or electronic instructions, notes, memoranda or records of whatsoever nature relating to the trade secrets (hereinafter referred to as “the confidential records”) which may have been made by him or which may have come into his possession shall be: 5.4.2.1 deemed to be the property of the Company; and accordingly 5.4.2.2 shall be surrendered by him to the Company at the latter’s election on demand by the Board; 5.4.3 he will not retain any copies of the confidential records or any extracts therefrom, upon the surrender thereof by him in terms of subparagraph 5.4.2.2; 5.4.4 he will not for a period of twenty twenty-four months after termination of his employment, either for himself employment, or as the agent of anyone else, persuade, induce, solicit, encourage or procure procure, (or endeavour endeavor to do any of the aforegoingforegoing) any of the Group’s employees to: 5.4.4.1 become employed by or interested in any manner whatsoever in any business, firm, undertaking or company (collectively referred to herein as “any concern”) directly or indirectly in competition with the Group; or 5.4.4.2 terminate his employment by the Group; 5.4.5 he will not furnish any information or advice acquired by him as a result of his association with or employment by the Company, to any person whomsoever, which results or may result in any of the Group’s employees becoming employed by or interested in any manner whatsoever, whether directly or indirectly, in any concern; and 5.4.6 he will not solicit, interfere with or entice or endeavour endeavor to entice away from the Group any person, firm, undertaking or company who or which, during the period of two years immediately prior to the termination of his employment, is or was an associate, customer or supplier of, or was accustomed to dealing with with, the Group. 5.5 The Director Employee shall not, during the currency of his engagement or after the termination thereof, be entitled whether for his own benefit or that of others, to make use or avail himself of or to derive profit from any information or knowledge specifically related to the business or affairs of the Group or any of its clients which he shall or may have acquired by reason of his position in or association with the business of the Group and which is not in the public domain. 5.6 The Director Employee undertakes that he will not at any time during this Agreement, or after termination hereof, disclose any information which comes to his knowledge as a result hereof, not being information which comes from an independent third person, and which relates to: 5.6.1 any business or marketing method or practice or associates of the Group; 5.6.2 any technical information, know-how or process or method of the Group Group; save as provided in paragraph 5.6.3, to anyone. 5.6.3 The Employee shall nevertheless be at liberty to disclose the information referred to in paragraph 5.6.1 to such person to whom it shall be necessary to make such disclosure for the purpose of implementing his rights and obligations under this Agreement, provided that the Employee shall, before making such disclosure, ensure that all reasonable precautions are taken to ensure that any person to whom such disclosure is made shall at all times observe strict secrecy. 5.7 Employee hereby acknowledges that the Company would suffer irreparable injury if the provisions of this Article 5, which shall survive the termination of the Agreement, were breached and that the Company’s remedies at law would be inadequate in the event of such breach. Accordingly, Employee hereby agrees that any such breach or threatened breach may, in addition to any and all other available remedies, be preliminarily enjoined by the Company without bond or other security and without having to prove the inadequacy of the available remedies at law.