Common use of Restrictions after Termination of Employment Clause in Contracts

Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; 10.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Executive Service Agreement (Lloyds Bank PLC), Executive Service Agreement (Lloyds Banking Group PLC)

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Restrictions after Termination of Employment. 10.1 11.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees employees, customers and suppliers of the employer and other Group Companies during the course of the Employment. To protect these interests of the EmployerEmployer and other Group Companies, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 subject to Clause 10.2 11.1.1 throughout the Employment and during the period of 6 12 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, in or carry on (or be a director of any company engaged in) any business which, which is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date, provided that at any time during the 12 months prior to the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior or had access to the Relevant DateConfidential Information in respect of it; 10.1.2 11.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 11.1.3 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 11.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; 11.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) deal with any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 11.1.6 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 11.2 Following the Termination Date, the Executive will not hold themselves out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given . Should there be any misrepresentation, intention to deceive in this respect, or deemed any attempt to be given by interfere in this way in the existing business relations between the Employer or any Group Company and its existing customers, the Employer may take proceedings against the Executive to prevent any recurrence and to recover any losses incurred as a result. 11.3 The Executive acknowledges that each of the provisions of this Clause 11 shall constitute severable undertakings given for the benefit of the Employer for itself and for the benefit of and as trustee for each of the other Group Company under Companies and that the terms of Clause 10 is received and held on trust undertakings may be enforced by the Employer for on its own behalf and on behalf of any of the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the EmployerCompanies. 10.5 11.4 The Executive acknowledges that the provisions of this Clause 11 are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment. 10.6 11.5 Each of the obligations in this Clause 10 11 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 11.6 The Executive acknowledges and agrees to draw the provisions of this Clause 10 11 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Executive Service Agreement (Lloyds Bank PLC), Executive Service Agreement (Lloyds Banking Group PLC)

Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 subject to Clause clause 10.2 throughout the Employment and during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; 10.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Executive Service Agreement (Lloyds Bank PLC), Executive Service Agreement (Lloyds Banking Group PLC)

Restrictions after Termination of Employment. 10.1 11.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 11.1.1 subject to Clause 10.2 clause 11.2 throughout the Employment and during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; 10.1.2 11.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 11.1.3 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 11.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or any Prospective Customer in respect of the Relevant Services; and 10.1.5 11.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not intentionally or recklessly interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 11.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 11.1.1 above following the termination of the Executive’s employment. 10.3 11.3 Following the Termination Date, the Executive will not hold out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 11.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 11 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate (but not wider) restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 11.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 11.6 Each of the obligations in this Clause 10 11 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 11.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 11 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Executive Service Agreement (Lloyds Bank PLC), Executive Service Agreement (Lloyds Banking Group PLC)

Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees Clause 21 of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees Employment Agreement shall be amended and replaced with the Employer that the Executive will be bound by the following: 10.1.1 subject 21.1 You agree and covenant to Clause 10.2 throughout the Employment and during Company that you will not, without the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business prior written permission of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; 10.1.2 throughout the Employment and Board, during the period of 12 months commencing immediately following the Termination Date (less any period of Garden Leave), whether on the Relevant Date the Executive will not (either on their your own behalf or for on behalf of any individual, company, firm, business or with any other personorganisation, whether directly or indirectly: a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or try any Group Company the business or custom of any customer or Prospective Customer with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, have any business dealings with, including by accepting any business, orders or custom from, any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Employer Company or (as the case may be) any other Group Company any Restricted Employeesupplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date; 10.1.3 throughout d) in any way seek to affect the Employment and terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the period Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of 12 months commencing business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company; e) solicit, engage, or seek to entice away from the Company or any Group Company, or facilitate any such activities by another, any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the Relevant Date part of the Executive will not (either on their own behalf consultant, director or for or with any other person, whether directly or indirectlyemployee concerned; or f) employ or engage or try offer to employ or engage any Restricted Employee; 10.1.4 throughout person employed or engaged by the Employment and Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned. 21.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months commencing on immediately following the Relevant Termination Date (less any period of Garden Leave): a) be engaged, appointed or employed within the Executive will not Restricted Area by; b) undertake any duties in relation to the Restricted Area (either on their own behalf wherever you are based) for; or c) be otherwise interested, concerned or for or with any other personinvolved in, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may becontext permits) any other Group person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business. PROVIDED THAT, such restrictions in this Section 21.2 shall not apply if the Executive is dismissed without Cause; and/or gives notice of resignation for Good Reason. 21.3 You agree and covenant to the Company any business of any Relevant Customer or Prospective Customer in respect that you will not, without the prior written permission of the Relevant Services; and 10.1.5 throughout the Employment and during the Board, for a period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months immediately following the Termination DateDate (less any period of Garden Leave): a) be engaged, appointed or employed within the Restricted Area by; b) undertake any duties in relation to the Restricted Area (wherever you are based) for; c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which is a customer, of the Company or any Group Company.

Appears in 2 contracts

Samples: Employment Agreement (Rockley Photonics Holdings LTD), Employment Agreement (Rockley Photonics Holdings LTD)

Restrictions after Termination of Employment. 10.1 The Executive is likely 24.1 You agree and covenant to obtain Confidential Information and personal knowledge of and influence over employees the Company that you will not, without the prior written permission of the Group during the course of the Employment. To protect these interests of the EmployerBoard, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; 10.1.2 throughout the Employment and during the period of 12 months commencing immediately following the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreement), and whether on the Relevant Date the Executive will not (either on their your own behalf or for on behalf of any individual, company, firm, business or with any other personorganisation, whether directly or indirectly: (a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or try any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; (b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; (c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Employer Company or (as the case may be) any other Group Company any Restricted Employeesupplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date; 10.1.3 throughout (d) in any way seek to affect the Employment and terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the period Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of 12 months commencing business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company; (e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the Relevant Date part of the Executive will not consultant, director or employee concerned; or (either on their own behalf or for or with any other person, whether directly or indirectlyf) employ or engage or try offer to employ or engage any Restricted Employee; 10.1.4 throughout person employed or engaged by the Employment and Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned. 24.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months commencing on immediately following the Relevant Termination Date (less any period you are required to cease undertaking your duties for the Executive will not Company pursuant to clause 20): (either on their own behalf a) be engaged, appointed or for employed within the Restricted Area by; (b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or (c) be otherwise interested, concerned or with any other personinvolved in, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may becontext permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business. 24.3 Each of the sub-clauses contained in clause 24 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective. 24.4 You agree that if you receive an offer of employment, consultancy, directorship or other Group Company any business office or partnership during the continuance in force of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout above, you will prior to acceptance of an offer, provide the Employment party making the offer with copies of this clause and during the period details of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s your notice period, the Employer will not require restrictions on your use and disclosure of confidential information and the Executive to comply clauses dealing with Clause 10.1.1 above following the termination of the Executive’s employmentcopyright and inventions. 10.3 24.5 You acknowledge that the Company is entering into this agreement not only for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the Company, you will at any time enter into like restrictions as those contained in this clause 24 (mutatis mutandis) with any other Group Company. 24.6 Nothing in this clause 24 shall prohibit you from holding the investments and interests set out in clause 3.2 above. 24.7 Following the Termination Datedate upon which your employment terminates, the Executive you will not hold out not: (a) represent yourself as being in any way connected with the businesses business of the Employer Company or of any other Group Company (except to the extent agreed by such a companyCompany).; or 10.4 Any benefit given (b) carry on, cause or deemed permit to be given carried on any business under or using any name, trade xxxx, service xxxx, style, logo, get-up or image which is or has been used by the Executive to Company or any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to or which in the Executive has access as a result reasonable opinion of the Employment 10.6 Each of Company, is calculated to cause confusion with such a name, trade xxxx, service xxxx, style, logo, get-up or image or infer a connection with the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If Company or any part is found to be invalid or unenforceable the remainder will remain valid and enforceableGroup Company. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Service Agreement (BioVex Group, Inc.), Service Agreement (BioVex Group, Inc.)

Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive will be bound by the following: 10.1.1 subject to Clause 10.2 below, throughout the Employment and during the period of 6 six months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in, in or carry on (or be a director of any company engaged in) any business which, which is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date, provided that at any time during the 12 months prior to the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior or had access to the Relevant DateConfidential Information in respect of it; 10.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment Employment and the Executive works 6 six months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment.Employment. Classification: Confidential 10.3 Following the Termination Date, the Executive will not hold themselves out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of this Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause 10 are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment. 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 2 contracts

Samples: Executive Service Agreement (Lloyds Bank PLC), Executive Service Agreement (Lloyds Banking Group PLC)

Restrictions after Termination of Employment. 10.1 The 31.1 In this Clause the expression “Termination Date” means the date on which this Agreement shall determine irrespective of the cause or manner (the event of the Executive’s death only excluded). 31.2 Considering that the Executive has obtained and is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during in the course of his employment knowledge of trade secrets, know-how, business information or other confidential information relating to the Employment. To protect these interests of the EmployerCompany or any Associated Company and also to their customers, the Executive agrees with the Employer that the Executive he will be bound by the following:following restrictions in order to safeguard such trade secrets, know-how, business information or other confidential information and the goodwill of the Company or any such Associated Company, in addition to the restrictions contained in Clauses 19, 20 and 21. 10.1.1 subject 31.2.1 he will not, either in contemplation of the termination of his employment or during the period of 12 months from the Termination Date, canvas or solicit or endeavour to Clause 10.2 throughout canvass or solicit away from the Employment and Company or any Associated Company in the United Kingdom, the custom or business of any person, firm or company carrying on business in the United Kingdom who is or was at any time during the twelve months prior to the Termination Date a client or customer of the Company or of any Associated Company with whom he had business dealings during the course of his employment in that twelve month period or in relation to whose requirements he had knowledge of a material kind; 31.2.2 he will not, during the period of 6 months commencing with from the Relevant Date the Executive will not (either on their own behalf Termination Date, carry on, set up, engage in or with any other person, whether be directly or indirectly) be employed in, indirectly interested or carry on (or be a director of any company engaged in) concerned in any business which, is or is activity anywhere in the United Kingdom carried on or about to be carried on by any person, firm or company in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date provided activity in which the Executive was concerned or actively involved with that business to a material extent at any time during the 12 course of twelve months immediately prior to the Relevant Termination Date. This is providing that nothing contained in this sub-Clause 31.2.2 shall prohibit the carrying on of, or being engaged, concerned or interested in, any business not in direct or indirect competition with the business of the Company or any Associated Company; 10.1.2 throughout 31.2.3 he will not either in contemplation of the Employment and termination of his employment or during the period of 12 6 months commencing on from the Relevant Termination Date entice, solicit or endeavour to entice or solicit away any person who is employed or engaged by the Company or any Associated Company either as a director or in a managerial or executive capacity or who is in possession of confidential information belonging to the Company and/or any Associated Company and with whom the Executive had business dealings during the course of his employment in the twelve month period prior to the Termination Date; 31.2.4 he will not (either on their own behalf in contemplation of the termination of his employment hereunder or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 six months commencing on from the Relevant Date Termination Date, interfere or seek to interfere with the Executive will not (either on their own behalf supply to the Company or for any Associated Company of any goods or with services by any other personsupplier who, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and during the twelve months preceding the Termination Date, supplied goods or services to the Company or such Associated Company, being a supplier of goods or services with whom during the twelve month period immediately prior to the Termination Date he had dealings of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf a material kind in his capacity as an employee or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect director of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive Company, nor will not he interfere or endeavour seek to interfere with the continuance of supplies to the Employer and/or any other Group Company such supply or the terms relating on which such supply has during such period. as stated above been made. 31.3 The restrictions set out in Clauses 31.2.1, 31.2.2, 31.2.3 and 31.2.4 above shall (without prejudice to those supplies their generality) apply to any action taken by the Executive, whether as agent, representative, principal, employee or consultant or as a director or other officer of any company or by any Relevant Supplierassociated company controlled by him or any associate of his. 10.2 In 31.4 The Executive will, in the event that of receiving an offer of employment either during the Employer gives notice continuance of this Agreement or during the continuance in force of any of the restrictions set out in this Clause 31, immediately provide to terminate the Executive’s employment offeror a copy of this Clause 31 and will inform the Company of the identity of the offeror and the Executive works 6 months or more terms of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employmentoffer. 10.3 Following 31.5 While the Termination Date, the Executive will not hold out as being in any way connected with the businesses restrictions and Clause 31 of the Employer or of any other Group Company (except to the extent agreed by such a company). 10.4 Any benefit given or deemed to be given this Agreement are considered by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, be reasonable and necessary in order to protect all the Confidential Information and business connections circumstances for the protection of the EmployerGroup’s legitimate interests, and any other Group Company, to which it is recognised by the Executive has access as a result parties that restrictions of the Employment 10.6 Each nature in question may fail for technical reasons unforeseen. Accordingly it is agreed 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 obligations interests of the Group but would be valid if part of the wording were deleted and/or the periods (if any) reduced and/or area dealt with reduced in this Clause 10 is an entirely separate and independent restriction on scope the Executive. If any part is found restrictions shall apply with such modifications as may be necessary to be invalid or unenforceable the remainder will remain make them valid and enforceableeffective. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 1 contract

Samples: Service Agreement (Royal Bank of Scotland Group PLC)

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Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information trade secrets and confidential information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive she will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and during the period of 6 months commencing with on the Relevant Date the Executive she will not (either on their her own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, by virtue of its location or otherwise, is or is about to be in competition with any business of the Employer (or any other Group Companymember of the Group) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date;; and 10.1.2 throughout the Employment and during the period of 12 9 months commencing on the Relevant Date the Executive she will not (either on their her own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other member of the Group Company any person who was a Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 months commencing on Employee or a Senior Restricted Employee at the Relevant Date the Executive will not (either on their own behalf and who had been a Restricted Employee or for or with a Senior Restricted Employee at any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and time during the period of 12 six months commencing on prior to the Relevant Date and with whom she the Executive will not (either on their own behalf had worked at any time during that period or for or with any other person, whether directly or indirectly) canvass, solicit or attempt who was known to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere either personally or endeavour to interfere by reputation by reason of her employment with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant SupplierEmployer. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out represent herself as being in any way connected with the businesses of the Employer or of any other member of the Group Company (except to the extent agreed by such a company). 10.4 10.3 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 1 contract

Samples: Executive Service Agreement (Lloyds TSB Group PLC)

Restrictions after Termination of Employment. 10.1 The Executive is a) You are likely to obtain Confidential Information have obtained trade secrets and confidential information and personal knowledge of and influence over suppliers, customers, consultants and employees of the Group Companies during the course of the Employment. To protect these interests of the EmployerCompany, the Executive agrees you agree with the Employer Company that the Executive you will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and not during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other personRestricted Period, whether directly or indirectly, on your own account or on behalf of or in association with any person: i) be employed inengaged, concerned, interested or carry otherwise involved in any Capacity with any business carried on within the Restricted Area which is (or be a director of any company engaged inintends to be) any business which, is wholly or is about partly similar to be or in competition with any business Restricted Business (save as the holder as a passive investor only of not more than 5% of the Employer (issued ordinary shares of any company listed on NASDAQ or any other Group Companyrecognized investment exchange); ii) being be engaged, concerned, interested or otherwise involved in any Capacity with any business carried on by such within the Other Restricted Area which is (or intends to be) wholly or partly similar to or in competition with any Restricted Business (save as the holder as a passive investor only of not more than 5% if the issued ordinary shares of any company at the Relevant Date provided the Executive was concerned listed on NASDAQ or involved with that business to a material extent at any time during the 12 months prior to the Relevant Dateother recognized investment exchange); 10.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf iii) solicit or for seek or with any other person, whether directly or indirectly) entice or try endeavour to entice away from any Group Company any business orders or customs of any Customer with a view to providing services to that Customer in competition with or similar to any Restricted Business in whole or in part; iv) induce, solicit or entice or endeavour to induce, solicit or entice away from any Group Company any Restricted Employee or offer employment or engagement to any Restricted Employee with a view to the Employer specific knowledge or skills of such person being used by or for the benefit of any person carrying on business which is (or intends to be) similar to or in competition with the Restricted Business in whole or in part; and v) induce, solicit or entice or endeavour to induce, solicit or entice away from any Group Company anyone (other than any Restricted Employee) in the engagement or employment by any Group Company or offer employment or engagement to such person with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business which is (or intends to be) similar to or in competition with the Restricted Business in whole or in part. b) Each of the paragraphs contained in Clause 6 (a) constitutes an entirely separate, independent and severable covenant. If any covenant is found to be invalid or unenforceable, this will not affect the validity or enforceability of any of the other covenants. While you and the Company consider the restrictions set out in Clause 6 (a) to be reasonable and necessary in all the circumstances for the protection of the legitimate interests of the Group, it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Group but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner, then the restrictions set out in Clause 6 (a) shall apply with such deletions or restrictions or limitations as the case may be. c) any other Group Company any Restricted Employee; 10.1.3 throughout Following the Last Employment and during the period of 12 months commencing on the Relevant Date the Executive Date, you will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out represent yourself as being in any way connected with the businesses of the Employer Company or of any other Group Company (except to the extent agreed by such a company). 10.4 d) Any benefit given or deemed to be given by the Executive you to any Group Company under the terms of Clause 10 hereof is received and held on trust by the Employer Company for the relevant Group Company. The Executive You will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the EmployerCompany. 10.5 The Executive acknowledges e) Part of your remuneration payable under this Agreement is paid in consideration for your undertakings hereunder. You agree that the provisions of this Clause clause are fair, reasonable and necessary in order for the protection of the legitimate interests and the goodwill of the Company, do not unduly restrict your ability to find appropriate employment after leaving the Company’s employment, and go no further than is necessary to protect the Confidential Information and Company’s legitimate business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceableinterests. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 1 contract

Samples: Employment Agreement (Melco Resorts & Entertainment LTD)

Restrictions after Termination of Employment. 10.1 The Executive is likely to obtain Confidential Information trade secrets and confidential information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive he will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and during the period of 6 months commencing with on the Relevant Date the Executive he will not (either on their his own behalf or with any other person, whether directly or indirectly) be employed in, or carry on (or be a director of any company engaged in) any business which, is or is about to be in competition with any business of the Employer (or any other Group Companymember of the Group) being carried on by such company at the Relevant Date provided the Executive was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date;; and 10.1.2 throughout the Employment and during the period of 12 9 months commencing on the Relevant Date the Executive he will not (either on their his own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other member of the Group Company any person who was a Restricted Employee; 10.1.3 throughout the Employment and during the period of 12 months commencing on Employee or a Senior Restricted Employee at the Relevant Date the Executive will not (either on their own behalf and who had been a Restricted Employee or for or with a Senior Restricted Employee at any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; 10.1.4 throughout the Employment and time during the period of 12 six months commencing on prior to the Relevant Date and with whom the Executive will not (either on their own behalf had worked at any time during that period or for or with any other person, whether directly or indirectly) canvass, solicit or attempt who was known to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere either personally or endeavour to interfere by reputation by reason of his employment with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant SupplierEmployer. 10.2 In the event that the Employer gives notice to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out represent himself as being in any way connected with the businesses of the Employer or of any other member of the Group Company (except to the extent agreed by such a company). 10.4 10.3 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 1 contract

Samples: Executive Service Agreement (Lloyds TSB Group PLC)

Restrictions after Termination of Employment. 10.1 a) The Executive Employee is likely to obtain Confidential Information trade secrets and confidential information and personal knowledge of and influence over employees suppliers, customers, consultants and Employees of the Parent Group Companies during the course of the Employment. To protect these interests of the EmployerCompany, the Executive Employee agrees with the Employer Company that the Executive he will be bound by the following: 10.1.1 subject to Clause 10.2 throughout the Employment and not during the period of 6 months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other personRestricted Period, whether directly or indirectly, on the Employee’s own account or on behalf of or in association with any person: i) be employed inengaged, concerned, interested or carry otherwise involved in any Capacity with any business carried on within the Restricted Area which is (or be a director of any company engaged inintends to be) any business which, is wholly or is about partly similar to be or in competition with any business Restricted Business (save as the holder as a passive investor only of not more than 5% of the Employer (issued ordinary shares of any company listed on NASDAQ or any other Group Companyrecognized investment exchange); ii) being be engaged, concerned, interested or otherwise involved in any Capacity with any business carried on by such within the Other Restricted Area which is (or intends to be) wholly or partly similar to or in competition with any Restricted Business (save as the holder as a passive investor only of not more than 5% if the issued ordinary shares of any company at the Relevant Date provided the Executive was concerned listed on NASDAQ or involved with that business to a material extent at any time during the 12 months prior to the Relevant Dateother recognized investment exchange); 10.1.2 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf iii) solicit or for seek or with any other person, whether directly or indirectly) entice or try endeavour to entice away from the Employer any Parent Group Company any business orders or (as the case may becustoms of any Customer with a view to providing services to that Customer in competition with or similar to any Restricted Business in whole or in part; iv) induce, solicit or entice or endeavour to induce, solicit or entice away from any other Parent Group Company any Restricted Employee; 10.1.3 throughout Employee or offer employment or engagement to any Restricted Employee with a view to the Employment and during the period specific knowledge or skills of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf such person being used by or for the benefit of any person carrying on business which is (or intends to be) similar to or in competition with the Restricted Business in whole or in part; and v) induce, solicit or entice or endeavour to induce, solicit or entice away from any Parent Group Company anyone (other person, whether directly or indirectly) employ or engage or try to employ or engage than any Restricted Employee; 10.1.4 throughout ) in the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not (either on their own behalf engagement or for or with employment by any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and 10.1.5 throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Parent Group Company or offer employment or engagement to such person with a view to the terms relating specific knowledge or skills of such person being used by or for the benefit of any person carrying on business which is (or intends to those supplies by any Relevant Supplier. 10.2 In the event that the Employer gives notice be) similar to terminate the Executive’s employment and the Executive works 6 months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s employment. 10.3 Following the Termination Date, the Executive will not hold out as being in any way connected competition with the businesses of the Employer Restricted Business in whole or of any other Group Company (except to the extent agreed by such a company)in part. 10.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. 10.5 The Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment 10.6 Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. 10.7 The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date.

Appears in 1 contract

Samples: Employment Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)

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