RESTRICTIONS AFTER EMPLOYMENT. 9.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld), for a period of 6 months from the Termination Date carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business which competes with any trade or business carried on by the Company in which the Executive shall have been actively engaged or involved at any time during the Period. 9.2 The Executive shall not for a period of 6 months from the Termination Date either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly: (a) solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who was a client or customer of the Company during the Period with whom the Executive has been actively engaged or involved by virtue of his duties hereunder during the Period; or (b) deal with or accept custom from any person, firm or company who was a client or customer of the Company during the Period with whom the Executive has been actively engaged or involved by virtue of his duties hereunder during the Period; or (c) solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who was a supplier, agent or distributor of the Company during the Period with whom the Executive has been actively engaged or involved by virtue of his duties hereunder during the Period; or (d) deal with or interfere with any person, firm or company who was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive has been actively engaged or involved by virtue of his duties hereunder during the Period; PROVIDED THAT nothing contained in these paragraphs (a) to (d) shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in the Period. 9.3 The Executive shall not for a period of 6 months from the Termination Date either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee with whom the Executive has had dealings during the Period whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise. 9.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly: (a) interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or (b) represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company. 9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a). 9.6 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 4 contracts
Samples: Director Service Agreement (Eurotelecom Communications Inc), Director Service Agreement (Eurotelecom Communications Inc), Director Service Agreement (Eurotelecom Communications Inc)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 12.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Board, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the Prohibited Area in any part of any trade or business which competes with any part of any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive shall have been actively engaged or involved at any time during the Periodinvolved.
9.2 12.2 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly:
(a) 12.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(b) 12.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(c) 12.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(d) 12.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; PROVIDED THAT nothing contained in these paragraphs (a) Sub-Clauses 12.2.1 to (d) 12.2.4 shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in 12 months prior to the PeriodTermination Date.
9.3 12.3 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee key employee belonging to the management grade or in a senior capacity with whom the Executive has had dealings during within a period of 12 months prior to the Period Termination Date) whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 12.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly, within the Prohibited Area:
(a) 12.4.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) 12.4.2 represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 12.5 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Sub-Clauses 9.112.1, 9.2(a)12.2.1, 9.2(b)12.2.2, 9.2(c)12.2.3, 9.2(d)12.2.4, 9.3 12.3, 12.4.1 and 9.4 12.4.2 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 4 contracts
Samples: Service Agreement (Chinacast Education Corp), Service Agreement (Chinacast Education Corp), Service Agreement (Chinacast Education Corp)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 12.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Board, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the Prohibited Area in any part of any trade or business which competes with any part of any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive shall have been actively engaged or involved at any time during the Periodinvolved.
9.2 12.2 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly:
(a) 12.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(b) 12.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(c) 12.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(d) 12.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Period; PROVIDED THAT nothing contained in these paragraphs (a) hereunder;
2.1 to (d) 12.2.4 shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in 12 months prior to the PeriodTermination Date.
9.3 12.3 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee key employee belonging to the management grade or in a senior capacity with whom the Executive has had dealings during within a period of 12 months prior to the Period Termination Date) whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 12.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly, within the Prohibited Area:
(a) 12.4.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) 12.4.2 represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 12.5 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Sub-Clauses 9.112.1, 9.2(a)12.2.1, 9.2(b)12.2.2, 9.2(c)12.2.3, 9.2(d)12.2.4, 9.3 12.3, 12.4.1 and 9.4 12.4.2 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 2 contracts
Samples: Service Agreement (Chinacast Education Corp), Service Agreement (Chinacast Education Corp)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 12.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Board, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the Prohibited Area in any part of any trade or business which competes with any part of any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive shall have been actively engaged or involved at involved, in any time country in which the Company has traded during the Periodperiod of 12 months prior to the Termination Date.
9.2 12.2 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly:
(a) 12.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(b) 12.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(c) 12.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(d) 12.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; PROVIDED THAT nothing contained in these paragraphs (a) Sub-Clauses 12.2.1 to (d) 12.2.4 shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in 12 months prior to the PeriodTermination Date.
9.3 12.3 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee key employee belonging to the management grade or in a senior capacity with whom the Executive has had dealings during within a period of 12 months prior to the Period Termination Date) whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 12.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly, within the Prohibited Area:
(a) 12.4.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) 12.4.2 represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 12.5 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Sub-Clauses 9.112.1, 9.2(a)12.2.1, 9.2(b)12.2.2, 9.2(c)12.2.3, 9.2(d)12.2.4, 9.3 12.3, 12.4.1 and 9.4 12.4.2 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 1 contract
Samples: Service Agreement (Travelzoo Inc)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 12.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Board, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the Prohibited Area in any part of any trade or business which competes with any part of any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive shall have been actively engaged or involved at involved, in any time country in which the Company has traded during the Periodperiod of 12 months prior to the Termination Date.
9.2 12.2 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly:
(a) 12.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(b) 12.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(c) 12.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(d) 12.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; PROVIDED THAT nothing contained in these paragraphs (a) Sub-Clauses 12.2.1 to (d) 12.2.4 shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in 12 months prior to the PeriodTermination Date.
9.3 12.3 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee key employee belonging to the management grade or in a senior capacity with whom the Executive has had dealings during within a period of 12 months prior to the Period Termination Date) whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 12.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly, within the Prohibited Area:
(a) 12.4.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) 12.4.2 represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 12.5 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Sub-Clauses 9.112.1, 9.2(a)12.2.1, 9.2(b)12.2.2, 9.2(c)12.2.3, 9.2(d)12.2.4, 9.3 12.3, 12.4.1 and 9.4 12.4.2 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 1 contract
Samples: Service Agreement (Travelzoo Inc)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 12.1 The Executive shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Board, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the Prohibited Area in any part of any trade or business which competes with any part of any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive shall have been actively engaged or involved at involved, in any time country in which the Company has traded during the Periodperiod of 12 months prior to the Termination Date.
9.2 12.2 The Executive shall not for a period of 6 months from during the Termination Date Restricted Period and within the Prohibited Area either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly:
(a) 12.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(b) 12.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(c) 12.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Periodhereunder; or
(d) 12.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive (or any other employee on his behalf or under his direct instruction) has been actively engaged or involved by virtue of his duties hereunder during the Period; PROVIDED THAT nothing contained in these paragraphs (a) hereunder;
2.1 to (d) shall prohibit the Executive from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive was involved in the Period12.
9.3 The Executive shall not for a period of 6 months from the Termination Date either on his own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee with whom the Executive has had dealings during the Period whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 The Executive shall not, at any time after the Termination Date, either on his own behalf or on behalf of any other person, firm or company directly or indirectly:
(a) interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) represent himself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 The Executive (who acknowledges that, in the course of the Appointment, he is likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
Appears in 1 contract
Samples: Service Agreement (Travelzoo Inc)
RESTRICTIONS AFTER EMPLOYMENT. 9.1 11.1 The Executive Employee shall not, save in respect of a Permitted Interest or with the prior written consent of the Board (which shall not be unreasonably withheld)Company, for a period of 6 months from during the Termination Date Restricted Period, carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or a business which competes with any trade or business carried on by the Company at any time during the period of 12 months prior to the Termination Date, in which the Executive Employee shall have been actively engaged or involved at involved, in any time country in which the Company has traded during the Periodperiod of 12 months prior to the Termination Date.
9.2 11.2 The Executive Employee shall not for a period of 6 months from during the Termination Date Restricted Period either on his their own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive Employee has been engaged or involved, directly or indirectly:
(a) 11.2.1 solicit, approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive Employee (or any other employee on their behalf or under their direct instruction) has been actively engaged or involved by virtue of his their duties hereunder during the Periodhereunder; or
(b) 11.2.2 deal with or accept custom from any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a client or customer of the Company during the Period and in each case with whom the Executive Employee (or any other employee on their behalf or under their direct instruction) has been actively engaged or involved by virtue of his their duties hereunder during the Periodhereunder; or
(c) 11.2.3 solicit or approach or offer goods or services to or entice away from the Company any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive Employee (or any other employee on their behalf or under their direct instruction) has been actively engaged or involved by virtue of his their duties hereunder during the Periodhereunder; or
(d) 11.2.4 deal with or interfere with any person, firm or company who at the Termination Date (or at any time during 12 months prior to the Termination Date) was a supplier, agent or distributor of the Company during the Period and in each case with whom the Executive Employee (or any other employee on their behalf or under their direct instruction) has been actively engaged or involved by virtue of his their duties hereunder during the Periodhereunder; PROVIDED THAT nothing contained in these paragraphs (a) Sub-Clauses 11.2.1 to (d) 11.2.4 shall prohibit the Executive Employee from carrying out any activities which are not in competition with any part of the business of the Company with which the Executive Employee was involved in 12 months prior to the PeriodTermination Date.
9.3 11.3 The Executive Employee shall not for a period of 6 months from during the Termination Date Restricted Period either on his their own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Executive Employee has been engaged or involved, directly or indirectly, approach, solicit, endeavour to entice away, employ, offer employment to or procure the employment of any person who is or was a Key Employee key employee belonging to the management grade or in a senior capacity with whom the Executive Employee has had dealings during within a period of 12 months prior to the Period Termination Date) whether or not such person would commit any breach of his their contract of employment by reason of so leaving the service of the Company or otherwise.
9.4 11.4 The Executive Employee shall not, at any time after the Termination Date, either on his their own behalf or on behalf of any other person, firm or company directly or indirectly:
(a) 11.4.1 interfere or seek to interfere with the continuance, or any of the terms, of the supply of goods or services to the Company; or
(b) 11.4.2 represent himself themself as being in any way connected with or interested in the business of the Company (other than as a consultant or a member if such be the case) [or use any name which is identical or similar to or likely to be confused with the name of the Company or any product or service produced or provided by the Company or which might suggest a connection with the Company.
9.5 For the avoidance of doubt the period of the restrictions in these Clauses 9.1, 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.3 and 9.4 shall be reduced by the period, if any, spent by the Executive during which the Executive is precluded from attending at the Company's premises, from contacting clients, customers, suppliers or agents of the Company and is not in receipt of Confidential Information in accordance with Clause 2.2(a).
9.6 11.5 The Executive Employee (who acknowledges that, in the course of the Appointment, he is they are likely to have dealings with the clients, customers, suppliers and other contacts of the Company) agrees that each of the restrictions in Sub-Clauses 9.111.1, 9.2(a)11.2.1, 9.2(b)11.2.2, 9.2(c)11.2.3, 9.2(d)11.2.4, 9.3 11.3, 11.4.1 and 9.4 11.4.2 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive Employee agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
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Samples: Service Agreement (Travelzoo)