Common use of Restriction of the Vendors Clause in Contracts

Restriction of the Vendors. 9.1 Each of the Vendors undertakes with the Purchaser (for itself and as trustee for the Companies) that, except with the consent in writing of the Purchaser: (a) for the period of two years after Completion it will not within any country or place in which the Companies have carried on business during the year preceding the date of this Agreement either on its own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise in carrying on any business carried on by the Companies within such preceding year (other than as a holder of not more than 5 per cent (5%) of the issued shares or debentures of any company listed on a recognised stock exchange); (b) for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from either Company the custom of any person, firm, company or organisation who shall at any time within the year preceding the date hereof have been a customer, identified prospective customer, representative, agent, or correspondent of either Company or in the habit of dealing with either Company or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which either Company competes; (c) for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, solicit or entice away from either Company any person who at the date hereof is or at the date of or within the year preceding such employment, solicitation, enticement or attempt shall have been an officer, manager, consultant or employee of the Company whether or not such person would commit a breach of contract by reason of leaving such employment; (d) it will not at any time hereafter make use of or disclose or divulge to any person (other than to officers or employees of the Company whose province it is to know the same) any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to either Company, the identity of its customers and suppliers, its products, finance, contractual arrangements, business or methods of business; (e) if, in connection with the business or affairs of either Company, it shall have obtained trade secrets or other confidential information belonging to any third party under an agreement purporting to bind either Company which contained restrictions on disclosure it will not without the previous written consent of the board of directors of the Purchaser at any time infringe or take any action which would or might result in an infringement of such restrictions; (f) it will not at any time hereafter in relation to any trade, business or company use a name or trade mark including the word "Dove", "Dove Australia", Mictronics or "Microtronics Information Systems" or any word or symbol confusingly similar thereto in such a way as to be capable of or likely to be confused with the name or any trade mark xx either Company and shall use its best endeavours to procure that no such name or trade mark xxxll be used by any person, firm or company with which he is connected. 9.2 The Vendors acknowledge that: (a) the covenants given in clause 9.1 are material to the Purchaser's decision to enter into this Agreement; and (b) the restraints contained in clause 9.1 are: (i) fair and reasonable regarding the subject matter, area and duration; and (ii) reasonably required by the Purchaser to protect the business, financial and proprietary interests of the Companies. 9.3 While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restriction of the Vendors. 9.1 Each of the Vendors and the Covenantors undertakes with the Purchaser (for itself and as trustee for the CompaniesCompany) that, except with the consent in writing of the Purchaser: (a) 9.1.1 for the period of two years after Completion it will not within any country or place in which the Companies have Company has carried on business during the year preceding the date of this Agreement either on its own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise in carrying on business in competition with the Business (or any business part of it) as carried on by the Companies within such preceding year Company on the date of this Agreement (other than as a holder of not more than 5 per cent (5%) of the issued shares or debentures of any company listed on a recognised stock exchange); (b) 9.1.1 for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from either the Company the custom of any person, firm, company or organisation who shall at any time within the year six months preceding the date hereof have been a customer, identified prospective customer, representative, agent, or correspondent of either Company or in the habit of dealing with either Company or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which either Company competes;Company (c) 9.1.2 for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, solicit or entice away from either the Company any person who at the date hereof is or at the date of or within the year preceding such employment, solicitation, enticement or attempt shall have been an officer, manager, consultant or employee of the Company whether or not such person would commit a breach of contract by reason of leaving such employment; (d) 9.1.3 it will not at any time hereafter make use of or disclose or divulge to any person (other than to officers or employees of the Company whose province it is to know the same) any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to either the Company, the identity of its customers and supplierscustomers, its products, finance, contractual arrangements, business or methods of businessbusiness and shall use its best endeavours to prevent the publication or disclosure of any such information; (e) 9.1.4 if, in connection with the business or affairs of either the Company, it shall have obtained trade secrets or other confidential information belonging to any third party under an agreement purporting to bind either the Company which contained restrictions on disclosure it will not without the previous written consent of the board of directors of the Purchaser at any time infringe or take any action which would or might result in an infringement of such restrictions; (f) 9.1.5 it will not at any time hereafter in relation to any trade, business or company use a name or trade mark including the word "Dove", "Dove Internet Access Australia", Mictronics " or "Microtronics Information SystemsIAA" or any word or symbol confusingly similar thereto in such a way as to be capable of or likely to be confused with the name or any trade mark xx either xxx Company and shall use its best endeavours to procure that no such name or trade mark xxxll be used by any person, firm or company with which he is connected. 9.2 The Vendors acknowledge that: (a) the covenants given in clause 9.1 are material to the Purchaser's decision to enter into this Agreement; and (b) the restraints contained in clause 9.1 are: (i) fair and reasonable regarding the subject matter, area and duration; and (ii) reasonably required by the Purchaser to protect the business, financial and proprietary interests of the Companies. 9.3 While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restriction of the Vendors. 9.1 Each of the Vendors undertakes with the Purchaser (for itself and as trustee for the CompaniesCompany) that, except with the consent in writing of the Purchaser: (a) for the period of two years after Completion it will not within any country or place in which the Companies have Company has carried on business during the year preceding the date of this Agreement either on its own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise in carrying on any business carried on by the Companies Company within such preceding year (other than as a holder of not more than 5 per cent (5%) of the issued shares or debentures of any company listed on a recognised stock exchange); (b) for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from either the Company the custom of any person, firm, company or organisation who shall at any time within the year preceding the date hereof have been a customer, identified prospective customer, representative, agent, or correspondent of either the Company or in the habit of dealing with either the Company or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which either the Company competes; (c) for the period of two years after Completion it will not either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, solicit or entice away from either the Company any person who at the date hereof is or at the date of or within the year preceding such employment, solicitation, enticement or attempt shall have been an officer, manager, consultant or employee of the Company whether or not such person would commit a breach of contract by reason of leaving such employment; (d) it will not at any time hereafter make use of or disclose or divulge to any person (other than to officers or employees of the Company whose province it is to know the same) any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to either the Company, the identity of its customers and suppliers, its products, finance, contractual arrangements, business or methods of businessbusiness and shall use its best endeavours to prevent the publication or disclosure of any such information; (e) if, in connection with the business or affairs of either the Company, it shall have obtained trade secrets or other confidential information belonging to any third party under an agreement purporting to bind either the Company which contained restrictions on disclosure it will not without the previous written consent of the board of directors of the Purchaser at any time infringe or take any action which would or might result in an infringement of such restrictions; (f) it will not at any time hereafter in relation to any trade, business or company use a name or trade mark including the word "DoveBrisbane Internet Technology", "Dove AustraliaBIT" "Brisbane IT", Mictronics or the domain names "Microtronics Information Systemsbit.xxx.xx" or and "bit.xxx.xx" xx any word or symbol confusingly similar thereto in such a way as to be capable of or likely to be confused with the name or any trade mark xx either the Company and shall use its best endeavours to procure that no such name or trade mark xxxll be used by any person, firm or company with which he is connected. 9.2 The Vendors acknowledge that: (a) the covenants given in clause 9.1 are material to the Purchaser's decision to enter into this Agreement; and (b) the restraints contained in clause 9.1 are: (i) fair and reasonable regarding the subject matter, area and duration; and (ii) reasonably required by the Purchaser to protect the business, financial and proprietary interests of the Companies. 9.3 While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restriction of the Vendors. 9.1 Each 6.1 By way of further consideration for the obligations of the Purchaser under this Agreement and with the intent of assuring to the Purchaser the full benefit and value of the business the goodwill and connections of the Company each of the Vendors severally agrees and undertakes with the Purchaser (for itself and as trustee for that subject only to the Companies) that, except with the consent in writing provisions of the Purchaser: (a) for the period of two years after Completion it will Clause 6.3 he shall not within any country or place in which the Companies have carried on business during the year preceding the date of this Agreement either on its his own account or in conjunction with or on behalf of any person, firm person (directly of indirectly and whether as principal shareholder director employee agent consultant partner investor or company otherwise): 6.1.1 for a period of three (3) years after Completion carry on or be engaged, engaged concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise interested in carrying on any business carried on by which is the Companies within such preceding year (other than same as a holder of not more than 5 per cent (5%) of the issued shares Restricted Business or debentures of engage in any company listed on a recognised stock exchange)business which shall be competitive with the Restricted Business; (b) 6.1.2 for the a period of two three (3) years after Completion it will not either on its own account or in conjunction connection with or on behalf of any other person, firm or company Restricted Business solicit or entice away or attempt endeavour to solicit or entice away from either the Company any person who is a customer of the custom Company (as defined by Clause 6.2) whether or not such person would commit a breach of any person, firm, company or organisation who shall at any time within the year preceding the date hereof have been a customer, identified prospective customer, representative, agent, or correspondent contract by reason of either Company or in the habit of dealing with either Company or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which either Company competestransferring business; (c) 6.1.3 for the a period of two three (3) years after Completion it will have dealings in any Restricted Business with any person who is a customer of the Company (as defined in Clause 6.2) whether or not either on its own account or such person would commit a breach of contract by reason of transferring business; 6.1.4 for a period of three (3) years after Completion in conjunction connection with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, Restricted Business solicit or endeavour to entice away from either the Company any person who at the date hereof of Completion is or at who within the period of one (1) year prior to the date of or within the year preceding such employment, solicitation, enticement or attempt shall have Completion has been an officer, manager, consultant or employee of a supplier to the Company whether or not such person would commit a breach of contract by reason of transferring business; 6.1.5 for the period of three (3) years after Completion solicit or entice or attempt to entice away from the Company or offer employment to or employ or offer to contract or contract the services of any director manager employee or servant employed by the Company at the date of Completion or at any time during the period of one (1) year prior to the date of Completion and who has had access to trade secrets or other information of a confidential nature relating to the Company or its business or customers during such period of one (1) year whether or not such person would commit any breach of his contract of employment by reason of leaving such employment; (d) it will not 6.1.6 at any time hereafter after Completion use or attempt to use any trade or service xxxx trade name logo or design used by the Company or which is confusingly similar thereto provided always that Xxxxxxx Xxxxxx XxXxxx shall not be deemed to be in breach of this Clause 6.1.6 by reason only of the continued use of the name “XxXxxx” as part of its corporate or trade name by each of XxXxxx Group Limited and Xxxxxxxxxx XxXxxx Limited in which he is interested as a shareholder and director; 6.1.7 each of the Vendors severally agrees and undertakes with the Purchaser that he shall not make use of or disclose (save in the proper course of the business of the Company prior to Completion) or divulge to any person third party (other than to officers the Vendors’ professional advisers for the purposes of this Agreement or employees pursuant to sub-clause (2) in which case the Vendors shall procure that such advisers keep such information confidential on terms equivalent to this Clause) any confidential information relating to the Company save only: (1) insofar as the same has become public knowledge otherwise than directly or indirectly through the Vendors’ breach of this Clause 6.1.7 or the failure of the Company whose province it is professional advisers referred to know above to keep the samesame confidential; or (2) any information (other than any information properly available to the public extent required by law or disclosed by any supervisory or divulged pursuant to an order of a court regulatory body of competent jurisdiction) relating to either Company, the identity of its customers and suppliers, its products, finance, contractual arrangements, business jurisdiction or methods of business; (e) if, in connection with any legal proceedings provided that any such information shall be disclosed only after consultation with the business or affairs Purchaser. Provided that Clause 6.1.1 shall not apply to a Continuing Director whose employment is terminated by the Company unless lawfully terminated on the grounds of either Company, it shall have obtained trade secrets gross misconduct or other confidential information belonging to any third party under an agreement purporting to bind either Company which contained restrictions on disclosure it will not without fundamental breach of his contract of employment but for the previous written consent avoidance of doubt each of the board Continuing Directors acknowledges and agrees that the restrictions set out in Clauses 6.1.2 to 6.1.7 inclusive shall continue to be binding upon him in any event 1.1 to 6.1.4 inclusive shall prevent Xxxxxxxxxx XxXxxx Limited carrying on the type of directors business activities it currently undertakes and Xxxxxxx Xxxxxx XxXxxx’x continued involvement in Xxxxxxxxxx XxXxxx Limited. 6.2 For the purposes of this Clause 6 “customer” means a person who has contracted to purchase goods or services from the Purchaser Company at any time infringe during the period of one (1) year ending on the date of Completion and any other person who has requested a tender quotation or take any action which would estimate for or might result who has been involved in an infringement negotiations with the Company for the sale or performance of such restrictions; (f) it will not goods and/or services by the Company at any time hereafter in relation to any trade, business or company use a name or trade mark including during the word "Dove", "Dove Australia", Mictronics or "Microtronics Information Systems" or any word or symbol confusingly similar thereto in such a way as to be capable period of or likely to be confused with one (1) year ending on the name or any trade mark xx either Company and shall use its best endeavours to procure that no such name or trade mark xxxll be used by any person, firm or company with which he is connecteddate of Completion. 9.2 The Vendors acknowledge that: (a) the covenants given in clause 9.1 are material to the Purchaser's decision to enter into this Agreement; and (b) the restraints contained in clause 9.1 are: (i) fair and reasonable regarding the subject matter, area and duration; and (ii) reasonably required by the Purchaser to protect the business, financial and proprietary interests of the Companies. 9.3 While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restriction of the Vendors. 9.1 Each 6.1 By way of further consideration for the obligations of the Purchaser under this Agreement and with the intent of assuring to the Purchaser the full benefit and value of the business the goodwill and connections of the Company each of the Vendors severally agrees and undertakes with the Purchaser (for itself and as trustee for that subject only to the Companies) that, except with the consent in writing provisions of the Purchaser: (a) for the period of two years after Completion it will Clause 6.3 he shall not within any country or place in which the Companies have carried on business during the year preceding the date of this Agreement either on its his own account or in conjunction with or on behalf of any person, firm person (directly of indirectly and whether as principal shareholder director employee agent consultant partner investor or company otherwise): 6.1.1 for a period of three (3) years after Completion carry on or be engaged, engaged concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise interested in carrying on any business carried on by which is the Companies within such preceding year (other than same as a holder of not more than 5 per cent (5%) of the issued shares Restricted Business or debentures of engage in any company listed on a recognised stock exchange)business which shall be competitive with the Restricted Business; (b) 6.1.2 for the a period of two three (3) years after Completion it will not either on its own account or in conjunction connection with or on behalf of any other person, firm or company Restricted Business solicit or entice away or attempt endeavour to solicit or entice away from either the Company any person who is a customer of the custom Company (as defined by Clause 6.2) whether or not such person would commit a breach of any person, firm, company or organisation who shall at any time within the year preceding the date hereof have been a customer, identified prospective customer, representative, agent, or correspondent contract by reason of either Company or in the habit of dealing with either Company or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which either Company competestransferring business; (c) 6.1.3 for the a period of two three (3) years after Completion it will have dealings in any Restricted Business with any person who is a customer of the Company (as defined in Clause 6.2) whether or not either on its own account or such person would commit a breach of contract by reason of transferring business; 6.1.4 for a period of three (3) years after Completion in conjunction connection with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, Restricted Business solicit or endeavour to entice away from either the Company any person who at the date hereof of Completion is or at who within the period of one (1) year prior to the date of or within the year preceding such employment, solicitation, enticement or attempt shall have Completion has been an officer, manager, consultant or employee of a supplier to the Company whether or not such person would commit a breach of contract by reason of transferring business; 6.1.5 for the period of three (3) years after Completion solicit or entice or attempt to entice away from the Company or offer employment to or employ or offer to contract or contract the services of any director manager employee or servant employed by the Company at the date of Completion or at any time during the period of one (1) year prior to the date of Completion and who has had access to trade secrets or other information of a confidential nature relating to the Company or its business or customers during such period of one (1) year whether or not such person would commit any breach of his contract of employment by reason of leaving such employment; (d) it will not 6.1.6 at any time hereafter after Completion use or attempt to use any trade or service xxxx trade name logo or design used by the Company or which is confusingly similar thereto provided always that Xxxxxxx Xxxxxx XxXxxx shall not be deemed to be in breach of this Clause 6.1.6 by reason only of the continued use of the name “XxXxxx” as part of its corporate or trade name by each of XxXxxx Group Limited and Xxxxxxxxxx XxXxxx Limited in which he is interested as a shareholder and director; 6.1.7 each of the Vendors severally agrees and undertakes with the Purchaser that he shall not make use of or disclose (save in the proper course of the business of the Company prior to Completion) or divulge to any person third party (other than to officers the Vendors’ professional advisers for the purposes of this Agreement or employees pursuant to sub-clause (2) in which case the Vendors shall procure that such advisers keep such information confidential on terms equivalent to this Clause) any confidential information relating to the Company save only: (1) insofar as the same has become public knowledge otherwise than directly or indirectly through the Vendors’ breach of this Clause 6.1.7 or the failure of the Company whose province it is professional advisers referred to know above to keep the samesame confidential; or (2) any information (other than any information properly available to the public extent required by law or disclosed by any supervisory or divulged pursuant to an order of a court regulatory body of competent jurisdiction) relating to either Company, the identity of its customers and suppliers, its products, finance, contractual arrangements, business jurisdiction or methods of business; (e) if, in connection with the business or affairs of either Company, it any legal proceedings provided that any such information shall have obtained trade secrets or other confidential information belonging to any third party under an agreement purporting to bind either Company which contained restrictions on disclosure it will not without the previous written consent of the board of directors of the Purchaser at any time infringe or take any action which would or might result in an infringement of such restrictions; (f) it will not at any time hereafter in relation to any trade, business or company use a name or trade mark including the word "Dove", "Dove Australia", Mictronics or "Microtronics Information Systems" or any word or symbol confusingly similar thereto in such a way as to be capable of or likely to be confused disclosed only after consultation with the name or any trade mark xx either Company and Purchaser. Provided that Clause 6.1.1 shall use its best endeavours to procure that no such name or trade mark xxxll be used by any person, firm or company with which he is connected. 9.2 The Vendors acknowledge thatnot apply: (a) to Alison Xxxx Xxxxx but for the covenants given avoidance of doubt Alison Xxxx Xxxxx acknowledges and agrees that the restrictions set out in clause 9.1 are material Clauses 6.1.2 to the Purchaser's decision 6.1.7 inclusive shall continue to enter into this Agreement; andbe binding upon her in any event; (b) to any Continuing Director whose employment is terminated by the restraints contained Company unless lawfully terminated on the grounds of gross misconduct or other fundamental breach of his contract of employment but for the avoidance of doubt each of the Continuing Directors acknowledges and agrees that the restrictions set out in Clauses 6.1.2 to 6.1.7 inclusive shall continue to be binding upon him in any event; and It is provided also that nothing in clause 9.1 are:6.1.1 to 6.1.4 inclusive shall prevent Xxxxxxxxxx XxXxxx Limited carrying on the type of business activities it currently undertakes and Xxxxxxx Xxxxxx XxXxxx’x continued involvement in Xxxxxxxxxx XxXxxx Limited. 6.2 For the purposes of this Clause 6 “customer” means a person who has contracted to purchase goods or services from the Company at any time during the period of one (i1) fair year ending on the date of Completion and reasonable regarding any other person who has requested a tender quotation or estimate for or who has been involved in negotiations with the subject matter, area and duration; and (ii) reasonably required Company for the sale or performance of goods and/or services by the Purchaser to protect Company at any time during the business, financial and proprietary interests period of one (1) year ending on the Companiesdate of Completion. 9.3 While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.